ANNUAL REPORT
2023
| 3
CONTENTS
| 4
NOHO
NoHo Partners Plc is a Finnish group established in 1996, and it
specialises in restaurant services being the creative innovator of the
Northern European restaurant market. The company was listed in
Nasdaq Helsinki in 2013 becoming the first Finnish listed restaurant
company, and it has continued to grow strongly throughout its history.
The Group companies include some 300 restaurants in Finland,
Denmark, Norway and Switzerland. The well-known restaurant concepts
include Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace,
Löyly, Friends & Brgrs, Campingen, Cock’s & Cows and Holy Cow!.
Depending on the season, NoHo Partners employs approx. 2,800
people converted into full-time employees, and in 2023, company’s
turnover amounted to approx. MEUR 370. NoHo Partners’ vision is to
be the leading restaurant company in Northern Europe.
WWW.NOHO.FI/EN
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
234
Restaurants
23
Cities
28
Cities
6
Restaurants
17
Restaurants
16
Cities
5
Cities
12
| 5
THE
YEAR
2023
IN
FIGURES
19.0%
Turnover growth
MEUR
35.9
EBIT
3.0
Net debt ratio**
EUR
0.43
Dividend***
91%
Employee satisfaction
(employee survey 08/2023)
2,800
Employees
(FTE)
MEUR
372.4
Turnover
10.1%
EBIT margin*
* Comparable EBIT margin adjusted by BBS transaction costs
** 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 10 April 2024.
| 6
REVIEW
BY
THE
CEO
“NoHo Partners had a successful
year in 2023 on multiple fronts.”
Aku Vikström, CEO
| 7
NoHo Partners had a successful year in 2023 on multiple fronts. The company continued its
profitable growth in Finland, and profitability also increased significantly in international
operations. The company’s profitability was at the targeted level of 10% for the second
consecutive year. NoHo Partners’ excellent profitability development is driven by the
sustainable structural changes the company has made over the past two years with regard
to its restaurant portfolio and fixed costs. A continuous focus on the development of
operational excellence in Finland and foreign markets strengthens the company’s
competitive advantage, even in an erratic demand environment.
In 2023, NoHo Partners focused on the core components of its strategy in all areas. In
Norway, the company returned to acquisition-driven growth by acquiring five profitable units
that have already proved their effectiveness. The company also completed the final stage of
its large and profitable urban projects when the restaurant operations of Helsinki Expo and
Convention Centre were transferred to NoHo Partners in July. Friends & Brgrs became part
of the Better Burger Society company, which was established under the Group. Through
Better Burger Society, NoHo Partners also successfully expanded to a new market,
Switzerland, during the review period. The business operations of the Holy Cow! burger
chain acquired in the Swiss market have developed even better than expected, and the
integration has progressed excellently. After the review period, NoHo Partners divested its
shareholdings in Eezy Plc. The changes to ownership structures prepare the company for
the next strategy period and continued profitable growth.
Good profit performance and a strong financial position enable investments in growth and
the payment of dividends to shareholders. The Board of Directors proposes to the Annual
General Meeting that a dividend of EUR 0.43 per share be paid for the financial year 2023.
The company’s objective is to continue to pay increasing dividends in the future.
The weak outlook of the Finnish economy creates uncertainty with regard to the outlook of
the restaurant market in 2024. The positive development of the restaurant market continues,
but we expect that the pressures on consumer purchasing power will be reflected
particularly in the spending of students and families in the first half of the year. At the same
time, the most significant inflationary pressures on ingredients have eased, and labour
availability is at a good level. Our guidance for 2024 is a turnover of approximately MEUR
430 and an EBIT margin of approximately 9.5%. The company will publish its strategic
targets for 2026 at the Capital Markets Day to be held in Helsinki on 22 May.
“The company’s profitability was at the
targeted level of 10% for the second
consecutive year. ”
Aku Vikström
CEO
| 8
VISION
AND
STRATEGY
FINANCIAL TARGETS
The Group aims to achieve turnover of approx. MEUR 430 and an EBIT margin of approx.
9.5% 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 has announced that it will reach the goals defined for the strategy period ending
in 2024 ahead of time. Long-term strategic and financial targets for the next strategy cycle
2024–2026 shall be published in the Capital Markets Day on 22 May 2024.
The Group’s focus areas during the strategy period 2022–2024 have been:
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
•
Improving profitability
level of international
business
•
Strong future operating
cash flow
•
Maintaining the net debt
to operational EBITDA
ratio on a target level
(below 3)
•
Divestment of Eezy Plc
•
Use of treasury shares in
acquisitions
| 9
GROWTH DRIVERS IN 2023
NORWAY
•
Attractive growth
market
•
Reasonable valuations
in acquisitions
•
High synergy potential
with NoHo Partners’
operating model
FRIENDS & BRGRS AND
HOLY COW!
•
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
| 10
BUSINESS
SEGMENTS
NoHo Partners is a growth company with approximately 300 restaurants and entertainment
venues in Finland, Norway, Denmark and Switzerland. Strong brands offer memorable
experiences for everyday life and special occasions 24 hours a day. The offering covers the
entire spectrum of restaurants, from fast food to fine dining, sauna experiences 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 2006-2023
TURNOVER DISTRIBUTION 2023
Finnish operations
MEUR 292.6
International business
MEUR 79.7
*Included in Group figures from 1.9.2023
Our portfolio of some 300 restaurants includes several well-known restaurant brands, among others
| 11
BUSINESS
HIGHLIGHTS
Q1-Q4
2023
Profitable growth continued in
Norway
●
●
Clarifying the portfolio and
strengthening operational
activities
Scaling Friends & Brgrs chain
●
●
●
Establishing Better Burger
Society company and
expanding to Switzerland with
the Holy Cow! acquisition
Large and profitable urban projects
●
Centre opening (15 restaurants,
Q3)
●
opening (4 restaurants, Q4)
Strengthening the core
business
●
Helsinki entertainment and
nightclub market (Maxine,
Apollo Live Club,
Kaivohuone, Surf House)
●
growth through acquisitions
(Kuuma, Fat Lizard,
Sushibar + Wine)
| 12
NOHO
PARTNERS
AS
AN
INVESTMENT
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
| 13
INFORMATION
FOR
SHAREHOLDERS
FINANCIAL REPORTING AND ANNUAL GENERAL MEETING 2024
NoHo Partners Plc publishes financial reports for 2024 as follows:
•
Interim report for January-March on Tuesday 7 May 2024
•
Half-year report for January-June on Tuesday 6 August 2024
•
Interim report for January-September on Tuesday 5 November 2024
NoHo Partners Plc's Annual General Meeting is planned to be held on 10 April 2024.
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 December 2023 were EUR 103,750,156.08,
of which the share of the financial period’s result is EUR -5,181,668.54.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 10 April 2024 that, a dividend of EUR 0.43 (0.40) per share will be paid based on the
adopted balance sheet of the financial period ending on 31 December 2023.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2024. The payment date proposed by the Board of Directors for this
instalment is 16 May 2024.
The second instalment of EUR 0.14 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 8 August 2024. The payment date proposed by the Board of
Directors for this instalment is 15 August 2024.
The third instalment of EUR 0.15 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 7 November 2024. The payment date proposed by the Board of
Directors for this instalment is 14 November 2024.
At the time of the financial statements on 31 December 2023, the total number of shares
was 20,975,678.
| 14
BOARD OF
DIRECTORS’ REPORT
| 15
BOARD
OF
DIRECTORS’
REPORT
KEY FIGURES 2021 - 2023
MEUR
2023
2022
2021
Turnover
372.4
312.8
186.1
Operational EBITDA
44.7
41.6
11.3
EBIT
35.9
31.6
-0.9
EBIT, %
9.7
*
10.1
-0.5
Result of the financial period
10.4
4.9
-10.3
Earnings per share for the review period
attributable to the owners of the company,
EUR
0.38
0.07
-0.55
Earnings per share adjusted by entries
related to Eezy Plc shares, EUR
0.73
0.56
Interest-bearing net liabilities excluding
IFRS 16 impact
134.6
121.0
151.9
Gearing ratio excluding IFRS 16 impact, %
116.2
135.1
203.1
Ratio of net debt to operational EBITDA
excluding IFRS 16 impact
3.0
2.9
13.5
Adjusted equity ratio, %
29.7
29.1
24.0
Material margin, %
75.2
75.3
74.4
Personnel expenses, %
32.5
33.2
36.0
*Comparable EBIT margin 10.1%
The calculation formulas for key figures are presented on page
BUSINESS MODEL
NoHo Partners Plc is a Finnish group established in 1996, and it specialises in restaurant
services being the creative innovator of the Northern European restaurant market. The
company was listed in Nasdaq Helsinki in 2013 becoming the first Finnish listed restaurant
company, and it has continued to grow strongly throughout its history. The Group
companies include some 300 restaurants in Finland, Denmark, Norway and Switzerland.
The well-known restaurant concepts include Elite, Savoy, Teatteri, Sea Horse, Stefan’s
Steakhouse, Palace, Löyly, Friends & Brgrs, Campingen, Cock’s & Cows and Holy Cow!.
Depending on the season, NoHo Partners employs approx. 2,800 people converted into full-
time employees, and in 2023, company’s turnover amounted to approx. MEUR 370. NoHo
Partners’ 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 are on a good level but the
decline in consumers’ purchasing power due to the general increase in costs and interest
rates weakens the outlook and consumer confidence at the beginning of the year. The
group 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. The pressure on customer demand is estimated to be at its highest in the first half
of the year, after which the situation is expected to stabilize during the second half of the
year. In the long term, the restaurant market is expected to develop positively and the
growth is expected continue.
In a normal operating environment, most of the profits in the restaurant business are made
during the second half of the year due to the seasonality of the business. The demand for
restaurant services is usually less susceptible to cyclical fluctuations compared to other
service and retail industries. The group’s size and large portfolio protect it from the strongest
fluctuations.
| 16
STRATEGY IMPLEMENTATION
NoHo Partners announced in July 2023 that it will reach the goals defined for the strategy
period ending in 2024 ahead of time. The group has been aiming for to achieve turnover of
approximately MEUR 400 and an EBIT margin of approximately 10% during 2024. In the long-
term, the group 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 company will update its long-term strategic and financial targets for the next strategy
cycle 2024–2026 and publish them in the Capital Markets Day that will be held on 22 May
2024.
NoHo Partners’ growth strategy focuses on the three 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)
The core of the company’s strategy has been on profitable growth, which sets a clear
framework on the acquisition targets. Profitability will not be sacrificed for excessively
aggressive growth.
In Norway, the company returned to acquisition-driven growth by acquiring five profitable
and proven units, while strengthening the local management with an experienced
professional in the restaurant and event industry. The acquired total turnover is estimated to
be approximately MEUR 10.
During the review period, Friends & Brgrs became part of the Better Burger Society joint
venture established with the private equity investor Intera Partners. It aims for a leading
position in the growing European premium burger market. The first acquisition of Better
Burger Society was the Swiss burger chain Holy Cow!. With the chain brand business
centralised in a single separate company, NoHo Partners can more efficiently expand its
premium burger business into the large European market. The figures of Holy Cow! were
consolidated into the company’s international business segment as of 1 September 2023.
The last phase of large profitable urban projects was realised during the review period, as
the restaurant operations of the Helsinki Expo and Convention Centre were taken over by
NoHo Partners as of 1 July 2023. The fully upgraded Helsinki Expo and Convention Centre
restaurants opened their doors to the public in mid-September. In November, the
Kulttuurikasarmi cultural centre with its four restaurants was opened in the heart of Helsinki.
SIGNIFICANT EVENTS OF THE REPORTING PERIOD
Q1 2023
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.
NoHo Partners becomes market leader in the Helsinki entertainment and nightclub
market through a strategic acquisition
On 27 March 2023, NoHo Partners Plc announced that it had signed an agreement through
which the Helsinki nightlife classics, Apollo Live Club, nightclub Maxine and Kaivohuone
restaurant, transfer under the ownership of the Group’s subsidiary Stadin Night Oy. The
seller in the transaction is Night People Group, a Finnish restaurant Group. The businesses
are recorded in Group figures as of 1 April 2023.
Q2 2023
Decisions by NoHo Partners Plc's Annual General Meeting and first instalment of
dividend payment
The Annual General Meeting of NoHo Partners Plc was held on 19 April 2023. The AGM
approved all of the proposals submitted to the AGM and approved the Remuneration
Report. The AGM adopted the financial statements for 2022 and discharged the company’s
management from liability for the financial period 1 January–31 December 2022. The
decisions of the Annual General Meeting were disclosed with a stock exchange release and
are available at the company’s website. According to the decision by the AGM, the first
instalment of the dividend of EUR 0.20 per share was paid on 24 May 2023. The second
instalment of EUR 0.20 per share was decided to be paid no later than 20 October 2023.
NoHo Partners acquires the popular Sauna Restaurant Kuuma in Tampere, Finland
On 27 April 2023, NoHo Partners Plc announced that the company acquired Sauna
Restaurant Kuuma located in Tampere in central Finland. 100% of the shares of the
company to be acquired, Lumo Laukontori Oy, transferred into NoHo Partners’ ownership as
of 1.6.2023.
| 17
A directed share issue without payment to the company’s key employees based on
the share-based incentive plan
On 3 May 2023, NoHo Partners Plc announced that the Board of Directors of the company
resolved on a directed share issue without payment to the key employees of the company in
order to pay the reward for the third earning period of the long-term share-based incentive
plan from 1 December 2021 to 31 March 2023. The share issue resolution is based on the
authorization given by the Annual General Meeting on 19 April 2023. A total of 106 877 new
shares were issued without payment in the share issue to eight key employees participating
in the share-based incentive plan. As a result of the share issue, the total number of shares
in NoHo Partners Oyj will be 20,806,678. The new shares were registered with the Trade
Register on 5 May 2023. The new shares were admitted to trading on the official list of
Nasdaq Helsinki Ltd. on 9 May 2023.
NoHo Partners acquires majority of the popular Sushibar + Wine -chain
On 15 June 2023, NoHo Partners announced that the company acquired the business
operations of Sushibar + Wine chain together with Matti Sarkkinen, one of the two founders.
Sushibar + Wine transfers into the NoHo Partners Group as of 1 August 2023.
Q3 2023
NoHo Partners acquired the leading Swiss premium burger chain Holy Cow! in
collaboration with Intera Partners
On 6 July 2023, NoHo Partners announced that the company has, together with private
equity investor Intera Partners, established Better Burger Society, a company targeting a
leading position in the growing premium burger market in Europe. As part of the transaction,
NoHo Partners’ share ownership in Friends & Brgrs was invested into the new company.
The first acquisition of Better Burger Society was the Swiss premium burger chain Holy
Cow!. The transaction was closed on 14 August 2023. Holy Cow!’s figures are consolidated
as part of the Group’s International Business segment as of 1 September 2023.
The company issued a positive profit warning in July
On 6 July 2023, NoHo Partners announced it increased its profit guidance for 2023
concerning revenue in connection to the above-mentioned Holy Cow! acquisition. According
to the new profit guidance, NoHo Partners estimates that, during the financial year 2023, it
will achieve total turnover of approximately MEUR 380 and EBIT margin of approximately
9% in the restaurant business.
The directed share issue as a part of the acquisition of all the shares in two
Norwegian restaurant companies
On 25 September 2023, The Board of Directors of the company has, by virtue of an
authorisation granted by the company’s annual general meeting on 19 April 2023, decided
to issue 169,000 new shares in a directed share issue against payment. The New Shares
corresponded to approximately 0.81 per cent of all shares in NoHo Partners before the
share issue. The share issue relates to transactions whereby NoHo Skagstind Holding AS, a
subsidiary of NoHo Partners, acquired all the shares in Norwegian restaurant companies
Scene og Pubdrift AS and Klingenberg Bardrift AS. After the transaction, the companies are
fully owned by NoHo Skagstind Holding AS.
The aggregate purchase price for all the shares in the companies was 4.9 million euros of
which approximately 2.0 million euros was paid in cash in September 2023 and 1.4 million
remains as an interest-bearing debt which shall be paid after six years. The rest 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 criteria. As a result of the
share issue, the aggregate number of shares in NoHo Partners increased to 20,975,678.
The New Shares were registered with the Finnish Trade Register on 27 September 2023,
and the trading began on 28 September 2023. The figures of the acquired companies have
been consolidated as part of the Group’s International Business -business segment as of 1
September 2023.
Q4 2023
Record date and payment date of NoHo Partners’ second dividend instalment of EUR
0.20
On 4 October 2023, NoHo Partners announced the record date and payment date of NoHo
Partner’s second dividend instalment of EUR 0.20. The Board of Directors of NoHo Partners
Plc decided on the payment of the second dividend instalment of EUR 0.20 per share for the
financial year 2022, based on the authorization of the Annual General Meeting held on 19
April 2023.
The dividend was paid to shareholders who were registered in the shareholders' register
maintained by Euroclear Finland Ltd on the dividend record date 13 October 2023. The
dividend payment date was 20 October 2023. The first dividend instalment of EUR 0.20 per
share was paid on 24 May 2023.
The company issued a positive profit warning in December
On 20 December 2023, NoHo Partners announced that it updates the guidance concerning
EBIT margin for the year 2023. NoHo Partners estimated that, during the financial year
2023, it will achieve total turnover of approximately MEUR 370 and EBIT margin of over
9.5% in the restaurant business. The comparable EBIT was estimated to reach the 10%
EBIT margin defined in the company’s long-term financial targets. The strong profitability
development is due to the business of Holy Cow!, acquired in July 2023, that has developed
better than expected while the integration is progressing excellently. At the same time, the
pre-Christmas season has met the company’s expectations.
| 18
EVENTS AFTER THE REPORTING PERIOD
The company divested its ownership in Eezy Plc
In January, NoHo Partners divested its shareholding in Eezy Plc (5,052,856 shares) at a
price of EUR 1.425 per share. The share price differed from the price per share at the
closing date (1.67) by EUR 0.245 per share. The sales loss of EUR 1.2 million resulting from
the changes in fair value has been recorded in the financial expenses of the income
statement in 2024. As a result of the completed arrangement, the net liabilities decreased by
EUR 7.2 million.
The Board of Directors of NoHo Partners Oyj has resolved on a directed share issue
without payment to the company’s key employees based on the share-based
incentive plan
On 28 February 2024, NoHo Partners Plc announced that the Board of Directors of the
company resolved on a directed share issue without payment to the CEO of the company
and to the deputy of the CEO in order to pay the delayed earned reward for the third earning
period that ended on 31 March 2023 of the long-term share-based incentive plan. The share
issue resolution is based on the authorization given by the Annual General Meeting on 19
April 2023. A total of 34 037 new shares were issued without payment in the share issue
related to the share-based incentive plan. As a result of the share issue the total number of
shares in NoHo Partners Oyj will be 21 009 715. The new shares were registered with the
Trade Register on 4 March 2024. The new shares are admitted to trading on the official list
of Nasdaq Helsinki Ltd.
TURNOVER AND INCOME
In January–December 2023, the Group’s turnover increased by 19.0% to MEUR 372.4
(312.8). Operational EBITDA increased by 7.6% compared to the corresponding period in
the previous year and was MEUR 44.7 (41.6). EBIT was MEUR 35.9 (31.6) with an EBIT
margin of 9.7% (10.1%). The result for the period was MEUR 10.4 (4.9). BBS transaction
cost adjusted operational EBITDA was MEUR 46.3, EBIT MEUR 37.5 and EBIT margin
10.1%. The result adjusted by entries related to Eezy Plc shares and BBS transaction costs
was MEUR 19.3 (14.8) and increased by 30.2%.
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. With the effective operational control and revenue
growth, personnel costs have remained at a competitive level.
| 19
BUSINESS SEGMENTS
NoHo Partners' business consists of two business segments, which are reported separately:
•
Finnish operations
•
International business
The business segments are divided into business areas for which turnover and number of units are reported. The Finnish operations include three business areas: restaurants, entertainment
venues and fast food restaurants. The international business includes three business areas: Norway, Denmark and Switzerland. The business of the one Swedish unit is managed from Denmark
and it is reported as a part of Denmark’s business area.
FINNISH OPERATIONS
MEUR
2023
2022
Turnover
292.6
251.2
Operational EBITDA
35.6
34.8
EBIT
30.7
28.2
EBIT, %
10.5
11.2
Material margin, %
75.5
75.3
Personnel expenses, %
32.7
32.8
In January–December 2023, the turnover increased by 16.5% to MEUR 292.6 (251.2)
compared to the previous year. Operational EBITDA was MEUR 35.6 (34.8). EBIT was
MEUR 30.7 (28.2) with an 10.5% (11.2%) EBIT margin. Comparable BBS transaction cost
adjusted operational EBITDA was MEUR 36.5 and EBIT was MEUR 31.5 with an 10.8%
EBIT margin.
INTERNATIONAL BUSINESS
MEUR
2023
2022
Turnover
79.7
61.6
Operational EBITDA
9.1
6.8
EBIT
5.3
3.4
EBIT, %
6.6
5.5
Material margin, %
73.9
75.3
Personnel expenses, %
31.7
35.1
In January–December 2023, turnover increased by 29.5% from the previous year to MEUR
79.7 (61.6) Operational EBITDA was MEUR 9.1 (6.8). EBIT was MEUR 5.3 (3.4) with an
6.6% (5.5%) EBIT margin. Comparable BBS transaction costs adjusted operational EBITDA
was MEUR 9.8 and EBIT was MEUR 5.9 with an 7.4% EBIT margin.
| 20
TURNOVER BY BUSINESS AREA
In accordance with the reorganisation measures announced on 9 June 2022, the company 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
2023
2022
Restaurants
Turnover, MEUR
133.9
112.2
36.0
35.9
19.4
-
Units at the end of period, number
106
93
Entertainment venues
Turnover, MEUR
109.1
97.2
29.3
31.1
12.2
-
Units at the end of period, number
73
71
Fast food -restaurants
Turnover, MEUR
49.6
41.9
13.3
13.4
18.5
-
Units at the end of period, number
55
52
Total, MEUR
292.6
251.2
INTERNATIONAL BUSINESS
2023
2022
Norway
Turnover, MEUR
40.4
39.7
10.8
12.7
1.7
-
Units at the end of period, number
23
21
Denmark
Turnover, MEUR
24.3
21.9
6.5
7.0
11.0
-
Units at the end of period, number
17
19
Switzerland*
Turnover, MEUR
15.1
-
4.0
-
-
-
Units at the end of period, number
16
-
Total, MEUR
79.7
61.6
*Included in Group figures from 1 September 2023
During the financial year, 55 new restaurants were opened and 16 restaurants were closed.
| 21
CASH FLOW, INVESTMENTS AND FINANCING
The Group’s operating net cash flow in January–December was MEUR 71.1 (69.8). Cash flow
before change in working capital was MEUR 89.2 and changes in working capital MEUR
4.1.
The investment net cash flow in January–December was MEUR -27.4 (-15.6) Acquisition of
tangible and intangible assets in January–December included, for example investments in
Helsinki Expo and Convention Centre and Kulttuurikasarmi cultural centre, the opening of six
new Friends & Brgrs restaurants and twelve concept changes from Hanko Sushi restaurant to
Hanko Aasia restaurant. Acquisitions of subsidiaries with time-of-acquisition liquid assets
deducted included acquisitions of announced Swiss Holy Cow!, Norwegian Scene og Pubdrift
AS:n and Klingenberg Bardrift AS and Lumo Laukontori Oy (Sauna Restaurant Kuuma).
Financial net cash flow amounted to MEUR -37.5 (-55.4), including MEUR 34.2 of IFRS 16
lease liability payments, MEUR 10.1 of dividend payments and MEUR 13.4 of amortisation of
financial institution loans. New loans have been proceeded MEUR 21.5, from which MEUR
16.5 relates to BBS arrangement.
The Group’s interest-bearing net liabilities excluding the impact of IFRS 16 liabilities increased
during January–December by MEUR 13.6 and amounted to MEUR 134.6 at the end of the
review period. The Group’s gearing ratio excluding the impact of IFRS 16 liabilities decreased
from 135.1% at the beginning of the financial period to 116.2%.
Adjusted net finance costs in January–December excluding the expense due to the decrease
of the market value of Eezy Plc shares classified as assets held for sale were MEUR 17.0
(12.9). IFRS 16 interest expenses included in adjusted net finance costs in January–
December were MEUR 8.7 (7.4).
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.
| 22
PERSONNEL
Key figures describing the personnel of the
parent company
2023
2022
2021
Average number of employees
200
158
122
Salaries and fees for the financial period
11.0
8.0
5.6
Key figures describing the personnel of the
Group
2023
2022
2021
Average number of employees
2,041
1,891
1,497
Full-time personnel
1,380
1,211
951
Part-time personnel converted into full-time
personnel
661
680
546
Salaries and fees
79.1
66.0
44.5
During January–December 2023, NoHo Partners Group employed on average 1,380 (1,211)
full-time employees and 661 (680) part-time employees converted into full-time employees
as well as 396 (386) rented employees converted into full-time employees.
Depending on the season, some 2,800 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 with any possible
exceptions. Additional information on the company’s governance principles is available in the
Corporate Governance Statement for 2023, which is part of this Annual Report.
Annual General Meeting 2023
NoHo Partners Plc’s Annual General Meeting, held on 19 April 2023, adopted the financial
statements for 2022 and discharged the company’s management from liability for the 2022
financial year. The AGM decided that, based on the balance sheet adopted for the 2022
financial year, a dividend of EUR 0.40 per share will be paid at the time of dividend payment
on shares owned by external shareholders.
The dividend was paid in two instalments. The first instalment of EUR 0.20 per share was paid
to a shareholder who was registered in the company’s shareholder list maintained by
Euroclear Finland Ltd on the dividend record date 11 May 2023. The payment date for this
instalment was 24 May 2023.
The second instalment of EUR 0.20 per share was paid to a shareholder who was registered
in the company’s shareholder list maintained by Euroclear Finland Ltd on the dividend record
date 13 October 2023. The payment date for this instalment was 20 October 2023.
The AGM approved the Board’s proposal to amend the Articles of Association regarding the
general meeting so that the General Meeting of Shareholders may be held in Tampere,
Helsinki, Espoo or Vantaa. In addition, the Board may decide that the General Meeting of
Shareholders will be held without a meeting venue as a virtual meeting or as a hybrid meeting.
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 3.9% 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 14.5% 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 2023, members of Noho Partners Plc’s Board of Directors were Timo Laine
(Chairman), Petri Olkinuora, Mika Niemi, Mia Ahlström, Kai Seikku and Yrjö Närhinen (Vice
Chairman).
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 2023, in addition to the CEO, the Group
Executive Team included Deputy CEO Jarno Suominen, CFO Jarno Vilponen and CEO of
BBS Group Tuomas Piirtola.
| 23
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 2023, NoHo Partners Plc’s share capital totalled EUR 150,000 (150,000) and
the total number of shares was 20,975,678 (20,699,801). 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 10,953 (9,774) shareholders on 31
December 2023.
The company’s ten largest shareholders on 31 December 2023
Shareholder
Number of
shares
%
Laine Capital Oy*
5,262,844
25.1
Niemi Mika Rainer
2,236,789
10.7
Veikko Laine Oy
2,131,433
10.2
Pimu Capital Oy
1,049,024
5.0
Evli Finnish Small Cap Fund
940,123
4.5
Evli Finland Select Fund
573,624
2.7
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
13,381,316
63.9
* Entity controlled by Board member Timo Laine
** Entity controlled by the member of the Executive Team Jarno Suominen
On 31 December 2023, 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 8,296,526 shares, which corresponds to 39.6% of the shares issued by the
company.
Distribution of shareholding on 31 December 2023
Number of shares
Shareholders
Shares
Number
%
Number
%
1 - 100
5,661
51.7
232,345
1.1
101 - 1 000
4,585
41.9
1,559,503
7.4
1 001 - 10 000
639
5.8
1,647,167
7.9
10 001 - 100 000
49
0.4
1,587,592
7.6
100 001 - 1 000 000
14
0.1
3,216,388
15.3
> 1 000 000
5
0.0
12,213,837
58.2
Total
10,953
100.0
20,456,832
97.5
Nominee-registered shares total
518,846
2.5
Issued number
20,975,678
100.0
Sector
Shareholders
Shares
Number
%
Number
%
Corporate
393
3.6
10,808,672
51.5
Financial and insurance institutions
14
0.1
3,479,433
16.6
Households
10,543
96.3
6,149,927
29.3
Non-profit institutions serving
households
3
0.0
18,800
0.1
Total
10,953
100.0
20,456,832
97.5
Nominee-registered shares total
518,846
2.5
Issued number
20,975,678
100.0
RELATED PARTY TRANSACTIONS
In 2023, NoHo Partners Plc, the parent company of NoHo Partners Group has granted EUR
109,2 (113.1) million in financial loans to Group companies. The parent company’s MEUR
9.0 (8.0) bank guarantee limit related to leases also includes lease guarantees for the Group
subsidiaries. In addition, the Group has a EUR 16.9 (33.4) million purchase commitment
from the associated company Eezy Plc. The related party transactions of the Group are
described on page
| 24
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 increasing 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 increase in costs and interest rate. 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 the key factors for the
company 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. Market interest rates may have a negative impact on the company’s financial expenses.
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.
| 25
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 case 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 December 2023 were EUR 103,750,156.08,
of which the share of the financial period’s result is EUR -5,181,668.54.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 10 April 2024 that, a dividend of EUR 0.43 (0.40) per share will be paid based on the
adopted balance sheet of the financial period ending on 31 December 2023.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2024. The payment date proposed by the Board of Directors for this
instalment is 16 May 2024.
The second instalment of EUR 0.14 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 8 August 2024. The payment date proposed by the Board of
Directors for this instalment is 15 August 2024.
The third instalment of EUR 0.15 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 7 November 2024. The payment date proposed by the Board of
Directors for this instalment is 14 November 2024.
At the time of the financial statements on 31 December 2023, the total number of shares
was 20,975,678.
PROFIT GUIDANCE AS OF 15 FEBRUARY 2024
NoHo Partners estimates that, during the financial year 2024, it will achieve total turnover of
approx. MEUR 430 and EBIT margin of approx. 9.5%.
The company will update its long-term strategic and financial targets for the next strategy
cycle 2024–2026 and publish them in the Capital Markets Day that will be held on 22 May
2024.
| 26
KEY
FIGURES
DESCRIBING
THE
FINANCIAL
POSITION
AND
NET
INCOME
Key figures describing the financial position of the parent company (FAS)
MEUR
2023
2022
2021
Turnover
44.8
41.9
17.5
EBIT
5.2
0.6
-3.4
11.7
1.4
-19.4
Return on equity %
-4.7
2.6
-4.7
Equity ratio %
37.7
42.9
36.4
Key figures describing the financial position and net income of the Group
MEUR
2023
2022
2021
Turnover
372.4
312.8
186.1
Material margin
279.9
235.5
138.5
75.2
75.3
74.4
EBIT
35.9
31.6
-0.9
9.7
10.1
-0.5
Balance sheet total
576.4
453.2
459.3
Return on investment %
9.3
8.6
0.0
Return on equity %
11.0
6.5
-13.7
Equity ratio %
18.6
18.2
15.1
Gearing ratio %
326.4
353.1
462.4
Gearing ratio % excluding IFRS 16 impact
116.2
135.1
203.1
Personnel expenses, %
32.5
33.2
36.0
Net cash from investing activities
27.4
16.4
4.7
The calculation formulas for key figures are presented on page
Share-based key figures
2023
2022
2021
Earnings per share, undiluted, EUR
0.38
0.07
-0.55
Earnings per share, diluted, EUR
0.37
0.07
-0.55
Equity per share, EUR
3.72
3.61
3.35
Dividend per share, EUR *
0.43
0.40
0.00
Dividend/EPS, %
113.8
546.5
0.00
Effective dividend yield, %
5.0
6.0
0.00
Price to earnings ratio (P/E)
22.86
91.67
-13.77
Share price 31 December, EUR
8.64
6.71
7.62
Average share price, EUR
8.16
7.51
8.17
Highest share price during the financial period, EUR
9.60
8.60
9.45
Lowest share price during the financial period, EUR
6.57
5.70
6.68
Market capitalisation, EUR million
181.2
138.9
146.5
Volume of trading during the financial period
2,799,219
3,211,768
4,663,769
Share turnover, %
13.4
15.8
24.3
MEUR
2023
2022
2021
Adjusted average number of shares during the
financial period
20,864,459
20,297,862
19,222,270
Adjusted number of shares on 31 December
20,975,678
20,699,801
19,222,270
* Proposal by the Board of Directors for the financial year 2023 to the Annual General Meeting to be
held on 10 April 2024.
| 28
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-organised and managed
actions that are realised 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 and Good Governance.
SUSTAINABLE AND PROFITABLE GROWTH – TOGETHER
In 2023, NoHo continued implementing the profitable growth strategy and the sustainability
roadmap that was drawn up in 2021. The roadmap extends to 2025 and is divided into
yearly sub-targets. The priorities of our program are sustainable procurement and mitigating
environmental impact, responsibility for people, and good governance.
The goals for 2023 were the development of expertise and reporting. The planned
measures were mainly implemented and the few goals set for 2024 were updated. Starting
in 2024, NoHo must report sustainability information in accordance with the Corporate
Sustainability Reporting Directive, CSRD* set by the European Union. Reporting in
accordance with the directive was prepared by starting the double materiality assessment of
ESG themes required by ESRS**. At the same time, it was decided to postpone the start of
measuring the carbon footprint and food waste to 2024, so that the calculation
methodologies comply with the ESRS requirements.
*CSRD: Corporate Sustainability Reporting Directive
**ESRS: European Sustainability Reporting Standard is a standard that defines all disclosure and
application requirements that CSRD-obliged companies must follow in their sustainability reporting.
| 29
290
restaurants
approx.
70
partners
2,800
employees
(FTE)
48%
employees
under 27 years
old
30
average age of
employees
55%
females
45%
males
91%
job satisfaction
(eNPS)
over
100
supplier contract
partners
14.5
million
customer visits
70.6
customer
satisfaction
(NPS)
172
accidents
(registered
personnel)
| 30
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
Urban projects
More balanced gender distribution in management positions
Code of Conduct, Whistleblowing
Digital solutions
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
Employee wellbeing survey results: sustainability
section
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
| 31
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 decrease the environmental load throughout our
supply chain, we need to make our procurement principles regarding products and services
more sustainable.
In late autumn 2023, we started a double materiality assessment in order to find out the
impacts of our own operations on the environment, social and governance (ESG) matters
and, how external ESG themes affect NoHo's business. Based on the analysis completed in
the spring 2024, we will specify the ESG impacts related to our operations and set the goals
and metrics in accordance with the directive. During 2023, we mapped partners in order to
calculate the carbon footprint, but we postponed the implementation to 2024, so that we can
take into account the results of the double materiality assessment and perform the
calculations directly in accordance with the ESRS reporting requirements.
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
| 32
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.
Procurement is largely centralized at Group level. In
2023, 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 updated our ethical guidelines for our procurement partners, which included the
minimum requirements related to procurements. The requirements will be taken into use
gradually as contracts are renewed
.
SUSTAINABILITY ACTION
At restaurant Nokka, sustainability has been at the heart of
operations
was rewarded with a nomination at the Pro Gala as the
sustainability actor of the year.
MITIGATING ENVIRONMENTAL IMPACT
Our restaurants in Finland mainly operate on rental
premises and many of our leaseholders are
providing environmentally friendly energy.
Restaurant facilities covered by our own electricity
contracts use stock exchange electricity. These
energy sources are distributed as follows (2022
data): nuclear power 29.7%, hydropower 18.3%,
wind power 14.2% and solar power 0.5%.
One of our most important sustainability goals is to
reduce food waste more efficiently. 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. Waste is created especially during food preparation, as serving leftovers and
dinersä plate leftovers. Reducing food-waste has a positive impact both economically and
on climate change. As a result of the two-year project Mission Positive Handprint of Laurea
University of Applied Sciences, we gained good lessons, practices and capabilities to both
implement and obtain financial benefits from sustainable development measures. The
Events unit started using the Ekokompassi tool, which guides, among other things, the
reduction of food waste. The goals and metrics for mitigating food waste will be set in 2024
in accordance with the ESRS.
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 have
been testing Smart Crusher, which is a Finnish return and recycling innovation designed for
event venues. It compresses bottles and cans into a fraction of their original sizes. 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.
SUSTAINABILITY ACTION
The city of Rauma has granted
Bistromax Oy
Hinku – Towards Carbon Neutral Rauma icon.
awarded to a company that has participated in, for example, a
resource efficiency walk, making resource calculations, cleantech
mapping or by making a climate commitment.
| 33
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
Noho Awards, The Lifetime Achievement Award
year for the first time. It was deservedly received by Tapio Ojanen,
occupational health and safety commissioner and steward who worked
in the company for 40 years.
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 training
Utilization of customer data, new concepts
Urban projects
Balanced gender distribution in management positions
KPIs
Employee job satisfaction
Gender equality in management and supervisory
positions
Customer satisfaction
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
| 34
HEALTHY AND SATISFIED EMPLOYEES
NoHo Partners aims to take the best possible care
of the personnel by investing in management,
training and active communication.
We completed the management and supervisor
trainings that started in 2022. More than 200 NoHo
supervisors participated in the trainings over the
course of two years. NoHo Academy's next
educational themes, responsibility and quality, will
start in 2024. In the employee satisfaction survey,
the necessity of developing internal communication
and information flow, as well as improving
orientation training, has come up. In 2023, the ZIIK
communication platform was introduced in Finland
and it will be used for trainings, information transmission and distribution of training
materials.
The goal of our occupational safety and health care is to guarantee a safe working
environment. In 2023, the number of reported accidents were 172 (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.
Group’s annual occupational well-being survey is used to monitor staff satisfaction, and to
create a basis for future development work. In 2023 91% 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 being a good employer
In 2023, we continued to monitor the importance of sustainability. According to the
occupational well-being survey, employees generally know how they can act more
sustainably at work (average value 4.1 on a scale of 1-5), but ESG matters could be
discussed and communicated more (average value 3.4 on a scale of 1-5). NoHo will
continue to monitor the relevance of sustainability in the future surveys in order to develop
management and supervisory work and to improve daily practices and communication. The
new communication platform ZIIK will be used for sustainability communication and training.
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 do not accept any kind of
bullying, sexual harassment, or discrimination. In 2023, NoHo campaigned regarding
inappropriate behavior and sexual harassment, and the topic was widely featured in the job
well-being survey. According to the survey, 13 percent have experienced inappropriate
behavior at work either by a customer or a colleague. Every single case is taken seriously.
We handle all reports confidentially and appropriately and, if necessary, take the required
measures. We have zero tolerance for any kind of bullying and harassment, as well as a
process of how to act if you are the target of harassment. The Whistle Blow channel has
been in use in NoHo since August 2022.
We want to build a culture of openness and ensure that all NoHo employees feel safe at the
workplace. We emphasize equality also in the company’s ethical principles, which were
updated in 2023 and published in February 2024. 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 2023, the Group’s gender distribution in managerial or supervisory
positions was fairly balanced: 48% men and 52% female.
Gender and age distribution
Males,
%
Females,
%
Board of Directors
83
17
Group Executive Team
100
0
Executive Team Finland
67
33
Executive Team Denmark
60
40
Executive Team Norway
60
40
Managers
48
52
| 35
EXCELLENT CUSTOMER EXPERIENCE
SUSTAINABILITY ACTION
The power of co-operation.
to the Mannerheim League for Child Welfare without charging rent,
and when Brändö Seglare organized a gala for the Baltic Sea,
NoHo donated the main prize of the raffle.
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 70.6 (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. The business unit NoHo Events got closer to its goal of being the leading
provider of events and experiences in the Nordics when it started co-operation with
Messukeskus Fair Center. Messukeskus is the largest fair, meeting and congress center in
Finland attracting annually for over one million visitors. The renovation of Messukeskus'
restaurant operations at the beginning of 2023 has been positively received, which is
reflected in the increase in visitor numbers and sales. Sustainable operating methods are at
the core of organizing trade fairs. In restaurants, for example, mostly frozen coffee
concentrate is used, so that no coffee grounds end up in bio waste. About 50 000 kilograms
of bio-waste are saved per year.
At the beginning of November, Kulttuurikasarmi cultural center, which combines art, culture,
concerts and events, opened in the premises of Helsinki's old bus station. NoHo is
responsible for its restaurants, bars and terraces. NoHo also participates in activities aiming
to develop Helsinki and other urban centres, for example, through collaboration with the
development units of the cities and the Finnish Hospitality Association, MaRa ry.
SUSTAINABILITY ACTION
300 tickets to JVG's Stadion concert
who could not afford a ticket. The donation was made in
cooperation with Mannerheim League for Child Welfare, Hope Ry,
Brother Christmas and Icehearts.
| 36
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.
GOALS
Sustainable practices
Enabling entrepreneurship and good work
Impact on society
OPERATING PRINCIPLES
Sustainability integrated into operations
Operational excellence
Profitable growth
ACTIONS 2022-2024
Code of Conduct, whistleblowing
Digital solutions
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 (sustainability
section)
EBIT margin 10%
SDG IMPACT
8.1.1
12.b.1
planning
BUSINESS IMPACT
Positive impact on growth through sustainability
integration
| 37
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 2023, the Group had approximately
70 (80)
shareholder partners in Finland, Denmark,
Norway and Switzerland.
We are one of the biggest employers in the restaurant business in all our current markets.
Depending on the season, the Group has approximately 2 800 employees converted to
fulltime 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. Out of the Group’s employees in Finland, Norway, Denmark
and Switzerland, 48% were under 27 years old. The average age of employees was
approximately 30 (30) years. NoHo invests 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 2023, young people experience NoHo as a safe work
environment (average 4.3 on scale 1-5) and feel that they receive support from co-workers
when needed (average 4.5 on scale 1-5).
SUSTAINABILITY ACTION
Jasper's salmon soup does good
Jasper's salmon soup does good, because for every portion sold,
restaurant Löyly donates €0.50 to the protection of the Baltic Sea. In
2023, more than 165,000 portions of salmon soup were sold.
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 2023, our restaurants worked in partnership with WWF, No Fixed
Abode Ry, Hope Ry, Mannerheim League for Child Welfare, Brother Christmas Ry and
Icehearts. The aim is to grow and develop charitable activities. Collaboration will be tied
especially to organisations with national-wide scope.
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. NoHo
Partners has continued implementing its
profitable growth strategy. The company's
goal has been to achieve a turnover of 400
million euros and an operating profit of about
10% during 2024. This goal was achieved a
year ahead of schedule.
In 2023, the Group’s turnover was MEUR 372.4 (312.8) and EBIT MEUR (31.6).
SUSTAINABILITY ACTION
Summer camp for Ukrainian children
A summer camp for Ukrainian children was organized at the
beginning of July in Tampere by the Lake Näsijärvi. NoHo was
involved in supporting the implementation of the camps by donating
goods and contributing to the costs together with HK Scan and Valio
Aimo.
| 38
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. In 2023, we updated the road map especially with
regard to CSRD reporting. The key updates were
●
●
●
update of goals and metrics to comply with CSRD reporting.
2025
2024
CONTINUOUS IMPROVEMENT
●
●
●
of the sustainability program
●
CSRD compliant reporting
2023
ACTIONS & DEVELOPMENT
●
Training and development of operations
●
Clarification of quantitative goals
●
Further development of KPI’s
●
Collecting data for CSRD reporting
2022
COMPETENCE & REPORTING
●
Implementing the Sustainability
program throughout the organization
and NoHo Academy training programs
●
Reporting and employee survey
according to the Sustainability program
●
SDG & ESG impacts
●
Double materiality assessment
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
| 39
Management model
TACTIC LEVEL
Implementation of the
strategy
STRATEGIC
LEVEL
OPERATIVE LEVEL
Everyday practice
CEO, Group Executive Team and
ESG team
Ensuring sustainable growth
Goals, actions, KPIs
ESG reporting, CSRD
Business Directors and Team
Leaders
Sustainability integrated into business
Data, measuring, reporting
Partners, Restaurant Managers,
Personnel
Everyday practices
Best principles
ESG training and guide
Ekokompassi, Hinku
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.
VASTUULLISUUSTEKO
Environmental program events
The Events business unit started co-operation with Ekokompassi
environmental management system. The goal is to draw a separate
environmental program for NoHo's events.
| 40
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
We measure the results of our goals using detailed indicators linked to the SDGs. NoHo
Partners' ESG team is responsible for collecting data, refining goals and metrics, and
reporting results. The sustainability goals are evenly divided into environmental, social and
governance impacts.
REPORTING IN ACCORDANCE WITH CSRD
The Corporate Sustainability Reporting Directive (CSRD) is a legislative initiative of the
European Union, the aim of which is to bring transparency to non-financial reporting and to
produce information to support decision-making for various stakeholders. Companies that
must comply with CSRD must provide comprehensive information on their activities related
to sustainable development. NoHo Partners will report its sustainability statement in
accordance with the CSRD in 2025 (2024 data).
The directive requires companies to prepare a double materiality assessment, the purpose
of which is to identify the sustainability-related impacts, risks and opportunities that are
essential for the company's business. Materiality is assessed from two directions: From the
perspective of the company's own actions (impact materiality) and through external ESG
actions that can affect the company's profitability, risk profile and competitiveness (financial
materiality).
The evaluation process has been carried out in compliance with ESRS Disclosure
Requirements and the results have been structured by applying ESRS's list of ESG topics.
In the assessment, company- and industry-specific themes are also taken into account, if
ESRS does not cover them. NoHo started the double materiality assessment in the fall of
2023 and it will be completed in early 2024. Information on relevant sustainability issues will
be reported in accordance with the relevant disclosure and application requirements.
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, taxonomy-aligned activities.
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*
372.4
0.0
0.0
100.0
Capital expenditure **
136.8
0.0
0.0
100.0
Operating expenses ***
9.3
0.0
0.0
100.0
* Notes 2.1 to Financial statements
** In accordance with the taxonomy definition, Capital expenditure consists of increase in
intangible assests, property, plant and equipment and right-of-use assets (lease
agreements) during the financial year (notes 4.1, 4.2 and 4.3 to Financial statements)
*** In accordance with the taxonomy definition, Operating expenditure consists of expenses
related to short-term leases (note 4.3 to Financial statements) and repair and maintenance
costs related to fixed assets.
| 41
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities in 2023
Tilikausi 2023
2023
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code
Turnover
Proportion of turnover year
2023
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Proportion of
Taxonomy-
aligned (A.1)
or eligible
(A.2)
turnover
2022
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
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
Of which Enabling
Of which Transitional
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
Turnover of Taxonomy eligible activities (A.1 + A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy -non-eligible activities
372.4
100
Total
372.4
100
| 42
Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities in 2023
Tilikausi 2023
2023
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code
Turnover
Proportion of turnover year
2023
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigatio
n
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Taxonomy-
aligned
proportion of
CapEx 2023
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
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
Of which Enabling
Of which Transitional
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
A. CapEx of Taxonomy eligible activities (A.1+A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy -non-eligible activities
136.8
100
Total
136.8
100
| 43
Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities in 2023
Tilikausi 2023
2023
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code
OpEx
Proportion of OpEx year
2023
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climat
e change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Taxonomy-
aligned
proportion of
OpEx 2022
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
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
0.0
Of which Enabling
Of which Transitional
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
A. OpEx of Taxonomy eligible activities (A.1 + A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy -non-eligible activities
9.3
100
Total
9.3
100
| 45
CORPORATE
GOVERNANCE
STATEMENT
2023
NoHo Partners Plc’s corporate governance is based on the Articles of Association, the
Finnish Companies Act and Nasdaq Helsinki Ltd’s rules and regulations on listed
companies. Furthermore, NoHo Partners complies with the valid Finnish Corporate
Governance Code 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.
Since 2008, 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
According to the Articles of Association, the Board of Directors shall be composed of five to
seven members elected by the Annual General Meeting. The term of the members of the
Board of Directors expires at the end of the AGM following the election. 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 industry and
market experience, expertise and professional and educational backgrounds as well as from
both genders, so that the diversity of the Board of Directors supports NoHo Partners’
business and future in the best possible way. The diversity 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 2023.
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 2023
•
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, MBA
Direct and controlling interest 1,751 shares
•
Mika Niemi
, b. 1966, vocational qualification in business and administration
Direct and controlling interest 2,316,289 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
| 46
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 16 (13) meetings. Some of the
meetings were held by e-mail or telephone.
ATTENDANCE OF THE BOARD MEMBERS IN MEETINGS IN 2023
Name and position
Meetings
Timo Laine, Chairman
16
/
16
Yrjö Närhinen, Vice-Chairman
16
/
16
Kai Seikku
16
/
16
Petri Olkinuora
16
/
16
Mika Niemi
13
/
16
Mia Ahlström
16
/
16
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 2023, 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 2023, Yrjö
Närhinen was Chairman of the Nomination and Remuneration Committee and Timo Laine
and Mia Ahlström were members.
The Audit Committee met 7 times and the Nomination and Remuneration Committee 5
times during the financial period.
ATTENDANCE OF THE COMMITTEE MEMBERS IN MEETINGS IN 2023
Name and position
Meetings
Audit Committe
Kai Seikku, Chairman
7
/
7
Petri Olkinuora
7
/
7
Nomination and Remuneration Committee
Yrjö Närhinen, Chairman
5
/
5
Timo Laine
5
/
5
Mia Ahlström
5
/
5
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. Since the Annual General Meeting 2023, the annual remuneration was
EUR 60,000 (40,000) for the Chairman of the Board of Directors, EUR 45,000 (30,000) for
the Vice-Chairman and EUR 30,000 (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 1,000 (800) to the Chairman and
EUR 500 (400) to the members. Travel expenses were reimbursed in accordance with the
company’s travel rules.
| 47
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 2023 was
Aku Vikström
. The company’s Deputy CEO in 2023 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.
MEMBERS OF THE EXECUTIVE TEAM ON 31 DECEMBER 2023
•
Aku Vikström
, b. 1972, CEO
Direct and controlling interest 274,594 shares. The number of shares that can be
earned under the share-based incentive plan’s fourth earning period, ending on 31
December 2024, is 74,000 shares.
•
Jarno Suominen
, b. 1972, Deputy CEO
Direct and controlling interest 311,908 shares. The number of shares that can be
earned under the share-based incentive plan’s fourth earning period, ending on 31
December 2024, is 64,000 shares.
•
Jarno Vilponen
, b. 1987, CFO
Direct and controlling interest 33,340 shares. The number of shares that can be earned
under the share-based incentive plan’s fourth earning period, ending on 31 December
2024, is 36,420 shares.
•
Tuomas Piirtola
, b. 1980, CEO of BBS Group
Direct and controlling interest 2,365 shares. Piirtola is not a participant of the parent
company’s share-based incentive plan.
| 48
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, half-year report and the interim
reports. During the closed period, NoHo Partners Plc’s management and personnel
participating in financial reporting shall not trade in the company’s financial instruments on
their own account or that of a third party, whether they possess inside information or not.
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 2023 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 2023, the auditors of the NoHo Partners Group were paid EUR 0.7 (0.7) million for
auditing services and EUR 0.2 (0.3) 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:
| 49
•
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.
| 50
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 and member of the
Board of Directors of
Okmetic Oy
•
Executive Vice
President, National
Silicon Industry Group
•
Member of the Board of
Directors e.g. at Inderes
Plc and
Verkkokauppa.com Plc
•
Independent member
| 51
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
CEO of BBS Group
since 2022
•
In the company since
2022
| 52
REMUNERATION
REPORT
2023
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 2023, 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
2023
2022
2021
2020
2019
Annual remuneration of
the Board of Directors
206.3
150.0
150.0
134.0
93.5
Annual remuneration of
the CEO
663.4
340.8
310.8
474.7
294.1
Average salary per
person
38.8
34.9
29.7
33.8
34.2
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.
Annual remuneration of the CEO includes 289,7 thousand euros of reward paid in 2023 for
the earning period ending on 31 March 2023, half of which was paid in cash and half, a total
of 18,229 shares in the company’s new shares.
Financial development of the company
MEUR
2023
2022
2021
2020
2019
Group turnover
372.4
312.8
186.1
156.8
272.8
Group EBIT
35.9
31.6
-0.9
-23.9
30.6
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.
| 53
The 2023 Annual General Meeting decided to pay a fee of EUR 60,000 (40,000) per year to
the Chairman of the Board, EUR 45,000 (30,000) per year to the Vice-Chairman of the
Board and EUR 30,000 (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 1,000 (800) and to the members EUR 500
(400). In 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 2023
EUR thousands
Annual
remuneration
Committee
meeting fees
Other
financial
benefits
Total
Timo Laine, Chairman
55.0
2.2
117,6*
174.8
Yrjö Närhinen, Vice Chairman
41.3
4.4
11,1*
56.8
Kai Seikku, member
27.5
6.6
0.0
34.1
Petri Olkinuora, member
27.5
3.3
0.0
30.8
Mika Niemi, member
27.5
0.0
20,0*
47.5
Mia Ahlström, member
27.5
2.2
0.0
29.7
Total
206.3
18.7
148.7
373.7
* 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.
The ratio of fixed and variable remuneration components of the CEO’s salary was 46/54 and
of the Deputy CEO’s salary 42/58 in the financial period.
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 2023, including benefits in
kind, was EUR 303.7 thousand. The Deputy CEO’s fixed annual salary in 2023, including
benefits in kind, was EUR 221.8 thousand.
SHORT-TERM PERFORMANCE BONUS
In 2023, the CEO was paid a performance reward of EUR 70 thousand and the Deputy CEO
a performance reward of EUR 50 thousand for 2022.
For 2023, a short-term performance bonus of EUR 80 thousand is paid to the CEO and
EUR 60 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.
For the earning period ending on 31 March 2023, a total of 72,916 shares were paid to the
CEO and 63,232 to the Deputy CEO, so that 50% of the reward was paid in shares and
50% in cash. Half of the reward was paid in May 2023 and half in March 2024.
The number of shares that can be earned by the CEO under the share-based incentive
plan’s fourth earning period, ending on 31 December 2024, is 74,000 shares.
The number of shares that can be earned by the Deputy CEO under the share-based
incentive plan’s fourth earning period, ending on 31 December 2024, is 64,000 shares.
The earning criteria for the fourth earning period are based on NoHo Partners Plc’s relative
profitability (EBIT margin) and total shareholder return. The share-based incentive scheme
covers ten persons in the fourth earning period.
| 54
FINANCIAL
STATEMEN TS
| 55
in future accounting periods
CONTENTS
related to the company’s operations
operations
| 56
Consolidated statement of profit or loss and other comprehensive income
MEUR
Note
2023
2022
Turnover
2.1.
Other operating income
2.4.
Materials and services
2.5.
-122.3
-105.7
Employee benefits
2.6.
-93.9
-77.7
Other operating expenses
2.8.
-74.9
-63.4
Depreciation, amortisation and impairment losses
2.10.
-53.1
-47.8
EBIT
Financial income
5.9.
Interest expenses on financial liabilities
5.9.
-8.3
-5.0
Interest expenses for right-of-use assets
5.9.
-8.7
-7.4
Other finance costs
5.9.
-9.6
-11.9
Net finance costs
5.9.
-23.0
-22.5
Result before taxes
Tax based on the taxable income from the
financial period
2.11.
-3.6
-3.1
Change in deferred taxes
2.12.
-1.2
Income taxes
-2.6
-4.3
Result for the financial period
Result of the financial period attributable to
Owners of the Company
Non-contorolling interests
Total
MEUR
Note
2023
2022
Earnings per share calculated from the result
of the review period for owners of the
Company
Basic earnings per share (EUR)
2.13.
Diluted earnings per share (EUR)
2.13.
Consolidated statement of comprehensive
income
Result of the financial period
Other comprehensive income items (after tax)
Foreign currency translation differences, foreign operations
-0.7
-1.1
Change in fair value of hedging instruments
-0.6
Other comprehensive income items that may be
subsequently reclassified to profit or loss, total
-1.3
-1.1
Total comprehensive income for the period
Distribution of the comprehensive income for
the financial period
Owners of the Company
Non-contorolling interests
Total
Items impacting comparability for the financial period 1 January – 31 December 2023
During the financial period 1 January – 31 December 2023 in total MEUR
) was
recognised as net finance cost related to Eezy Plc share. More information on the treatment
of Eezy Plc shares is presented on page
| 57
Consolidated balance sheet
MEUR
Note
31 Dec
2023
31 Dec
2022
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
1.6.
TOTAL ASSETS
MEUR
Note
31 Dec
2023
31 Dec
2022
EQUITY AND LIABILITIES
Equity
Share capital
5.11.
Hedging reserve
5.11.
-0.6
Invested unrestricted equity fund
5.11.
Retained earnings
5.11.
Total equity attributable to owners of the
Company
Non-controlling interests
5.11.
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.
Derivative financial instruments
5.7.
Trade and other payables
4.7.
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
| 58
Consolidated statement of changes in equity 2023
Equity attributable to owners of the Company
2023
Share
capital
Invested
unrestricted
equity fund
Fair value
reserve and
other
comprehen
sive income
items
Translation
difference
Retained
earnings
Total
Non-controlling
interests
TOTAL
EQUITY
MEUR
Equity at 1 January
-1.2
Total comprehensive income for the period
Result of the financial period
Other comprehensive income items (after tax)
Change in fair value of hedging instruments
-0.6
-0.6
-0.6
Foreign currency translation differences, foreign operations
-0.6
-0.6
-0.1
-0.7
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
-0.6
-0.6
Contributions and distributions
Sale of treasury shares
Convertible bond conversion
-8.4
-8.4
-1.7
-10.1
Convertible bond conversion
Other changes
-0.9
-0.9
-0.9
Share-based payments
TOTAL
-8.6
-7.1
-1.7
-8.8
Changes in ownership interests
No change in control
TOTAL
Total transactions with owners of the Company
-5.0
-3.5
EQUITY AT 31 DECEMBER
-0.6
-1.8
| 59
Consolidated statement of changes in equity 2022
Equity attributable to owners of the Company
2022
Share
capital
Invested
unrestricted
equity fund
Fair value
reserve and
other
comprehen
sive income
items
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
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
| 60
Consolidated statement of cash flows
MEUR
2023
2022
Cash flows from operating activities
Result of the financial period
Adjustments to the result of the reporting period
Non-cash transactions
Depreciation, amortisation and impairment losses
Net finance costs
Income taxes
Cash flow before change in working capital
Changes in working capital
Trade and other receivables
-4.2
-4.8
Inventories
-1.2
-0.5
Trade and other payables
Changes in working capital
Interest paid and other finance costs
-18.3
-12.9
Interest received and other finance income
Income taxes paid
-4.3
-2.1
Net cash from operating activities
Cash flows from investing activities
Dividend income
Acquisition of tangible and intangible assets
-17.3
-14.7
Change in other non-current receivables
-0.3
Acquisition of subsidiaries with time-of-acquisition liquid
assets deducted
-29.9
-2.4
Business acquisitions
-2.5
-3.6
Business divestment
Sales of shares of associated companies
Non-controlling interests' investments in subsidiaries
Net cash from investing activities
-27.4
-15.6
MEUR
2023
2022
Cash flows from financing activities
Proceeds from non-current loans and borrowings
Payment of non-current loans and borrowings
-13.4
-26.0
Proceeds from current loans and borrowings
Current commercial papers loans and borrowings
Acquisition of non-controlling interests
-9.3
-1.9
Payment of liabilities for right-of-use assets
-34.2
-30.0
Dividends paid
-10.1
-0.8
Net cash from financing activities
-37.5
-55.4
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
| 61
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
.
NoHo Partners Plc is listed on Nasdaq OMX Helsingin stock exchange.
At the end of the financial year 2023, the Group comprised
approximately
restaurants in
, Denmark, Norway and Switzerland. The well-known restaurant concepts of the
company include Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace, Löyly,
Friends & Brgrs, Campingen, Cock's & Cows and Holy Cow!.
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 12 March 2024. 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 2023 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.
| 62
1.3. 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 increasing 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 increase in costs and interest rate. 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 the key factors for the
company 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. Market interest rates may have a negative impact on the company’s financial expenses.
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.
| 63
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 case the Group’s
expected future cash flows decline permanently due to external or internal factors.
1.4. 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.
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)
| 64
1.5. 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.
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.
1.6. 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
| 65
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 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 2023, NoHo Partners owned 5,052,856 shares in Eezy Plc, corresponding
to a holding of approximately 20.2%. The book value of the shares on NoHo Partners Plc’s
balance sheet is MEUR 8.4, corresponding to EUR 1.67 per share at the end of the review
period. After the reporting period in January NoHo Partners sold its shareholding in Eezy Plc
(5 052 856 shares) for a share price of EUR 1.425. The sale price deviated from the share
price at the end of the reporting period (1.67) by EUR 0.245. Due to the change in fair value
a sales loss of MEUR 1.2 is recognised as finance costs in the income statement in January
2024. Due to the arrangement the net debt of the Company declined by MEUR 7.2.
1.7. 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
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.
1.8. ADOPTION OF NEW AND AMENDED STANDARDS
New and amended standards and interpretations applied in the consolidated financial
statements as of 1 January 2023:
Disclosure of Accounting Policies – Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2 Making Materiality Judgements
The amendments clarify the application of materiality to disclosure of accounting policies.
The change does not have a material effect on the consolidated financial statements.
Definition of Accounting Estimates – Amendments to IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors
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.
The change does not have a material effect on the consolidated financial statements.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction –
Amendments to IAS 12 Income Taxes
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.
The change does not have a material effect on the consolidated financial statements.
International Tax Reform — Pillar Two Model Rules – Amendments to IAS 12 Income
Taxes
The amendments give relief from accounting for deferred taxes arising from the OECD’s
(Organisation for Economic Co-operation and Development) international tax reform and
require new disclosures to compensate for the potential loss of information resulting from
the relief.
The change does not have a material effect on the consolidated financial statements.
| 66
2. FINANCIAL RESULT
2.1. TURNOVER
DISTRIBUTION OF TURNOVER
MEUR
2023
2022
Sales of goods
323.5
283.7
Sales of services
48.8
29.1
Total
372.4
312.8
DISTRIBUTION OF TURNOVER INTO GOODS AND SERVICES BY BUSINESS AREA
MEUR
2023
2022
Restaurants
133.9
112.2
Entertainment venues
109.1
97.2
Fast food restaurants
49.6
41.9
Restaurants in Norway
40.4
39.7
Restaurants in Denmark
24.3
21.9
Restaurants in Switzerland*
15.1
0.0
Total
372.4
312.8
*Included in figures from 1 September 2023
The sale of goods primarily comprises food and beverage sales by restaurant operations to
private and corporate customers. The services include restaurants’ game, sauna and ticket
revenue and marketing support payments received. The Group has sales in Finland,
Denmark, Norway and Switzerland.
Asset and debt items based on contracts with customers
Of asset items based on contracts, a total of MEUR -0.2 (-0.1) was recognised as credit
losses and IFRS 9 credit loss provisions during the period 1 January–31 December 2023.
Credit loss provision is described on Note 5.10.
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 2023, the value of gift cards sold was
MEUR 3.6 (3.2), and they are expected to be recognised as revenue during the next 12
months.
The total impact from the company acquisitions carried out in 2023 on trade receivables and
other non-interest-bearing receivables was MEUR 3.5 (0.1), see page
ACCOUNTING PRINCIPLES
In the restaurant business, the customers are mainly private individuals and there is 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.
| 67
2.2. OPERATING SEGMENTS
2023
Finland
International
Eliminations
Group
MEUR
Turnover
292.6
79.7
0.0
372.4
Other operating income
6.5
1.1
0.0
7.6
Depreciation, amortisation and
impairment losses
-40.6
-12.4
0.0
-53.1
EBIT
30.7
5.3
0.0
35.9
Operational EBITDA
35.6
9.1
0.0
44.7
Assets
449.5
179.7
-52.7
576.4
Liabilities
348.0
174.4
-52.7
469.7
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
The business operations of NoHo Partners are divided into two operational reported
segments: the Finnish operations and the International business. The segments’ business
operations are monitored 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 profitable growth through
aquisitions in Norway and Denmark as well as scaling up the Holy Cow! Chain in
Switzerland.
The Group’s supreme operational decision-maker, the Executive Team of NoHo Partners
Group, 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.
| 68
2.3. GOVERNMENT GRANTS
The Group received government grants in all its operating countries during the financial year
2022. The comparative data is presented in the Note 2.3. of the 2022 Consolidated
Financial Statements of NoHo Partners.
Specification of government grants
MEUR
2023
2022
Finland
Business cost support/
compensation for fixed expenses
0.0
4.3
Norway
Compensation for fixed expenses
0.0
1.3
Compensation related to wage expenses
0.0
0.4
Denmark
Compensation for fixed expenses
0.0
0.6
Compensation related to wage expenses
0.0
0.2
Total
0.0
6.9
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.
2.4. OTHER OPERATING INCOME
MEUR
2023
2022
Rent income
1.6
1.2
Government grants
0.0
6.9
Other operating income
6.0
5.3
Total
7.6
13.4
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
2023
2022
Purchases
92.5
77.3
External services
29.8
28.3
Total
122.3
105.7
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.
| 69
2.6. EMPLOYEE BENEFITS
During January–December 2023, NoHo Partners Group employed on average 1,380 (1,211)
full-time employees and 661 (680) part-time employees converted into full-time employees
as well as 396 (386) rented employees converted into full-time employees.
Depending on the season, some 2,800 people converted into full-time employees work at
the Group at the same time under normal circumstances.
MEUR
2023
2022
Salaries
78.4
64.7
Pension costs – defined contribution plans
10.9
8.6
Social security costs
3.8
3.1
Expenses recognised on the share-based incentive plan
0.7
1.3
Total
93.9
77.7
2023
2022
Group personnel on average during the period
2,041
1,891
Information on defined benefit plans
The Group has a defined benefit pension plan in Switzerland which is included in the
balance sheet for the first time on 31 December 2023.
MEUR
2023
Present value of pension obligation
4.8
Fair value of plan assets
-4.5
Net defined benefit obligation
0.3
Distribution of plan assets
2023
MEUR
%
Equities
1.7
33.9
Bonds
1.3
26.6
Real estate
1.2
25.4
Alternative investments
0.6
12.3
Cash
0.1
1.8
Assets not available to Company
-0.4
-
Net plan assets
4.5
100.0
Principal actuarial assumptions
2023
Discount rate, %
1.9
Salary increase, %
1.3
Inflation rate, %
1.0
Pension indexation, %
0.0
Average remaining years of service, years
2.5
Sensitivity analysis on principal actuarial assumptions
MEUR
2023
Discount rate -0,25%
0.1
Discount rate +0,25%
-0.1
Salary increase -0,25%
0.0
Salary increase +0,25%
0.0
The duration of defined benefit obligation is 9 years. Duration is calculated by using a
discount rate of 1.85 %.
Matters related to Group personal are described as part of the Sustainability section on
page
| 70
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,
Denmark and Switzerland.
Pension obligations are classified as defined contribution or defined benefit plans. The
Group's statutory pension plans in Finland, Norway and Denmark have been classified as
defined contribution plans and the arrangement in Switzerland as defined benefit plan.
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.
Defined benefit plans define an amount of pension benefit that an employee will receive
on retirement. The size of the benefit is dependent on factors such as age, years of
service and compensation. The present value of the post-employment benefit, which is
earned by the employees during the financial year, is recognised as current service cost.
The liability recognised in the balance sheet in respect of defined pension plans is the
present value of the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method. The present value of the
defined benefit obligations is determined by discounting the estimated future cash flows
using interest rates of high-quality corporate bonds. The bonds are denominated in the
currency in which the benefits will be paid and have terms to maturity approximating to
the terms of the related pension obligation. Actuarial gains and losses arising from
experience adjustments and changes in actuarial assumptions are charged or credited to
equity in other comprehensive income in the period in which they arise.
Key estimates and judgements
The present value of the pension obligations depends on several factors based on
actuarial assumptions. The data used in the calculations may deviate from the actual
outcome due to changes in e.g. market- and economic conditions and the duration of
employment contracts. Significant changes in the assumptions may impact the carrying
amount of pension obligations and expense.
2.7. SHARE-BASED PAYMENTS
Expenses recognised on the share-based incentive plan
MEUR
2023
2022
Earning period 3
1.3
Earning period 4
0.7
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.
Earning period 3
The Board of Directors of NoHo Partners Oyj resolved on 3 May 2023 on a directed share
issue without payment to the key employees of the company in order to pay the reward for
the third earning period of the long-term share-based incentive plan from 1 December 2021
to 31 March 2023. The share issue resolution is based on the authorization given by the
Annual General Meeting on 19 April 2023. The stock exchange release concerning the
longterm share-based incentive plan for the key employees has been published on 30
November 2018 with information also available on the company’s web page. A total of 106
877 new shares were issued without payment in the share issue to 8 key employees
participating in the share-based incentive plan. As a result of the share issue the total
number of shares in NoHo Partners Plc is 20 806 678.
The Board of Directors of NoHo Partners Oyj has on 28 February 2024 resolved on a
directed share issue without payment to the CEO of the company and to the deputy of the
CEO in order to pay the delayed earned reward for the third earning period that ended on 31
March 2023 of the long-term share-based incentive plan. The share issue resolution is
based on the authorization given by the Annual General Meeting on 19 April 2023. The
stock exchange release concerning the long-term share-based incentive plan for the key
employees has been published on 30 November 2018 with information also available on the
company’s web page. A total of 34 037 new shares were issued without payment in the
share issue related to the share-based incentive plan. As a result of the share issue the total
number of shares in NoHo Partners Oyj will be 21 009 715. MEUR 0.6 has been previously
| 71
recognised as expenses and the payment of the reward will not have an impact on the
income statement in financial year 2024.
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%. Based on the
management’s estimate, MEUR 0.7 has been recognised as expenses for the fourth earning
period during the financial year.
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.
2.8. OTHER OPERATING EXPENSES
MEUR
2023
2022
Voluntary indirect employee costs
3.1
2.9
Business premises expenses
22.5
19.0
Machinery, equipment and IC expenses
14.9
13.0
Travel expenses
1.2
1.1
Marketing, performer and entertainment expenses
19.3
16.1
Other expenses
13.9
11.2
Total
74.9
63.4
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
2023
2022
Audit
0.7
0.7
Other fees
0.2
0.3
Total
0.9
1.0
The auditing firm was Ernst & Young Oy.
| 72
2.10. DEPRECIATION, AMORTISATION AND IMPAIRMENT
MEUR
2023
2022
Intangible assets
Non-competition agreements
0.4
0.4
Brands and name-use-rights
3.0
3.6
IC software
0.2
0.5
Customer relationships
0.3
0.0
Total
4.0
4.6
Tangible assets
Improvement costs of rental premises
5.6
5.6
Buildings
0.1
0.1
Machinery and equipment
5.3
4.0
Total
11.0
9.7
Right-of-use assets
IFRS 16 Machinery and equipment
3.2
1.6
IFRS 16 Properties
34.0
30.8
IFRS 16 Land and water areas
0.3
0.2
Total
37.5
32.6
Impairment and additional depreciation
Intangible assets
0.1
0.4
Tangible assets
0.5
0.1
Right-of-use assets
0.0
0.5
Total
0.6
0.9
Depreciation, amortisation and impairment total
53.1
47.8
2.11. INCOME TAXES
MEUR
2023
2022
Tax based on the taxable income from the financial period
-3.6
-3.1
Change in deferred taxes
1.0
-1.2
Total
-2.6
-4.3
MEUR
2023
2022
Profit/loss before taxes
12.9
9.1
Profit calculated at 20% tax
-2.5
-1.8
Impact of foreign tax rates on the tax rate
0.1
0.0
Non-deductible expenses
-2.6
-2.6
Use of previously unrecognised tax losses
0.2
0.9
Deferred tax asset recognised for unrecognised confirmed
losses in prior periods
1.1
-0.1
Unrecognised deferred financial period assets on losses for
the financial period
-0.4
-0.1
Tax -exempt income
0.6
0.3
Impairment of goodwill
0.0
-0.1
Share-based incentive plan
0.0
-0.3
Consolidated adjustments to the income statement
0.1
0.1
Taxes for prior financial periods
0.9
-0.6
Tax expenses in the income statement
-2.6
-4.3
| 73
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.
| 74
2.12. DEFERRED TAX ASSETS AND LIABILITIES
2023
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
8.5
-0.1
0.0
0.0
-0.1
8.3
On Group eliminations
2.1
-0.2
0.0
0.0
0.0
1.9
On opening marketing expenses
0.0
0.0
0.0
0.0
0.0
0.1
On development costs
0.0
0.0
0.0
0.0
0.0
0.0
On intangible rights
0.1
0.0
0.0
0.0
0.0
0.1
On financial lease liabilities
0.0
0.0
0.0
0.0
0.0
0.0
On other items
0.4
0.9
0.0
0.0
0.1
1.4
Right-of-use assets
1.9
0.4
0.0
0.0
0.0
2.3
Offsetting of deferred tax liabilities
0.0
0.0
0.0
0.0
0.0
0.0
Deferred tax assets total
13.0
1.0
0.0
0.0
0.1
14.1
Deferred tax liabilities
Periodisation of loan expenses using the effective interest rate method
0.0
0.2
0.0
0.0
0.0
0.2
On the reversal of the amortisation of goodwill
1.2
0.4
0.0
0.0
0.0
1.6
On intangible rights
7.2
-0.7
1.7
0.0
0.0
8.1
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
0.7
0.1
0.0
0.0
0.1
0.9
Right-of-use assets
0.0
0.0
0.0
0.0
0.0
0.0
Offsetting of deferred tax assets
0.0
0.0
0.0
0.0
0.0
0.0
Deferred tax liabilities total
9.2
0.0
1.7
0.0
0.1
10.9
| 75
2022
1 Jan
Recognised in the
income statement
Business
combinations
Change in
offsetting
Other changes and
write-offs
31 Dec
MEUR
Deferred tax assets
On Group eliminations
10.2
-1.7
0.0
0.0
-0.1
8.5
On opening marketing expenses
2.3
-0.3
0.0
0.0
0.0
2.1
On development costs
0.0
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
-0.4
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
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
| 76
On 31 December 2023, the Group had EUR 7.3 (9.1) 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 2024–2033.
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% and Switzerland 15.0%.
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
2023
2022
Profit for the financial period attributable to owners
of the Company
7.9
1.5
Interest on subordinated loan
(tax effect taken into account)
20,864,459
20,297,862
Effect of the share-based incentive plan
208,284
228,985
Diluted weighted average number of shares
21,056,584
20,447,583
Basic earnings per share (EUR/share)
0.38
0.07
Diluted earnings per share (EUR/share)
0.37
0.07
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.
| 77
3. ACQUISITIONS AND DISPOSALS OF BUSINESS OPERATIONS
3.1. ACQUIRED BUSINESS OPERATIONS
ACQUISITIONS IN 2023
Acquired subsidiaries and businesses
Business
acquired
Shareholding
acquired
Ownership and
management
right transfer
Location
Night Clubs in Helsinki
x
1.4.2023
Helsinki
Kjos Renhold AS
100
1.4.2023
Oslo
Vin-Vin business
aquisition
x
2.5.2023
Helsinki
Lumo Laukontori Oy
100
1.6.2023
Tampere
SushiBar+Wine business
aquisition
x
1.8.2023
Helsinki
NoHo Skagstind Holding
AS
70
1.7.2023
Oslo
100
1.7.2023
Oslo
x
1.9.2023
Oslo
100
1.9.2023
Oslo
100
1.9.2023
Oslo
Finago SA
100
1.9.2023
Lausanne
Most significant acquisitions in the financial period
Stadin Night Oy, a subsidiary of NoHo Partners Plc, acquired on 1 April 2023 the
businesses of Apollo Live Club and night club Maxine and the entire shareholding of
Helsingin Kaivohuone Oy. The acquisitions have been treated as one entirety. The
recognised transaction price does not include a potential seller´s sales price repayment, the
amount of which is subject to average three year´s EBITDA.
On 1 June 2023 NoHo Partners Plc acquired Sauna Restaurant Kuuma, located in
Tampere. 100% of the shares of Lumo Laukontori Oy, were transferred to NoHo Partners.
On 1 August 2023, NoHo Partners acquired the business operations of Sushibar + Wine –
chain together with one of the two founders. In the transaction four of Sushibar + Wine –
chain´s restaurants located in Helsinki, including employees, transferred into a new
company to be established.
A subsidiary of NoHo Partners, NoHo Skagstind Holding AS, acquired on 1 July 2023 and 1
September 2023 all the shares in Norwegian restaurant companies Countryfestivalen AS,
Scene og Pubdrift AS and Klingenberg Bardrift AS. On 25 September 2023, relating to the
two latter acquisitions, the Board of Directors of the company decided to issue 169,000 new
shares in a directed share issue against payment to the seller Skagstindgruppen AS. In
addition, the company carried out the business acquisition of The Wild Rover. Scene og
Pubdrift AS owns restaurants Pokalen Bar and Scene at Vulkan whereas Klingenberg
Bardrift AS owns the restaurant Raadhuset Bar. All five restaurants are located in Oslo.
On 6 July 2023, NoHo Partners announced that the company has, together with private
equity investor Intera Partners, established Better Burger Society, a company targeting a
leading position in the growing premium burger market in Europe. As part of the transaction,
NoHo Partners’ share ownership in Friends & Brgrs was invested into the new company.
The first acquisition of Better Burger Society was the Swiss premium burger chain Holy
Cow!. The transaction was closed on 14 August 2023. Holy Cow!’s figures are consolidated
as part of the Group’s International Business -business segment as of 1 September 2023.
| 78
Total value of acquired assets and liabilities at the moment of transfer of control
Finnish
operations
International business
Total
MEUR
Holy Cow! -
acquisition
Other Int.
acquisition
Assets
Intangible assets
2.2
8.3
0.8
11.3
Property, plant and
equipment
0.9
5.8
0.5
7.3
Non-current receivables
0.2
0.1
0.0
0.3
Current receivables
0.3
2.3
1.1
3.7
Inventories
0.2
0.5
0.2
0.9
Cash and cash equivalents
0.0
1.9
1.1
3.0
Assets in total
3.9
18.9
3.7
26.5
Liabilities
Deferred tax liabilities
0.0
1.5
0.2
1.7
Financial liabilities
1.8
1.2
0.0
3.1
Other payables
8.5
9.0
2.1
19.6
Liabilities in total
10.4
11.7
2.3
24.4
Net assets
-6.5
7.2
1.4
2.2
Total purchase
consideration at time of
acquisition
Share of purchase
consideration consisting of
cash and cash equivalents
3.3
27.6
3.1
34.1
Share of equity of the
purchase consideration
0.0
0.0
1.5
1.5
Debt share
0.0
5.1
2.0
7.0
Contingent purchase
consideration
0.0
0.0
0.9
0.9
Total purchase
consideration
3.3
32.7
7.5
43.5
Generation of goodwill
through acquisitions
Total purchase consideration
3.3
32.7
7.5
43.5
Net identifiable assets of the
acquired entity
-6.5
7.2
1.4
2.1
Goodwill
9.7
25.5
6.1
41.3
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 7.9
The 40% non-controlling interest related to the acquisition of the night clubs in Helsinki
(Apollo Live Club, Maxine and Kaivohuone) does not impact the net assets at the time of the
acquisition.
The acquisition cost calculations are preliminary. Of the MEUR 2.5 expert service costs
relating to the Better Burger Society acquisition, MEUR 1.5 was recognised as other
operating expenses in income statement and MEUR 1.0 financing related costs were
periodised to the maturity of the loans. Other acquisitions do not involve material costs of
external expert services.
IFRS 16 right-of-use assets of the acquired businesses
MEUR
Total
Finnish operations
15.2
International business
24.7
The balance of international business includes MEUR 11.3 IFRS 16 right-of-use-assets
related to the acquisition in Switzerland.
Effect of acquisitions
MEUR
Total
Impact on the Group’s profit for the period figures
Turnover
30.6
Net income
1.8
Estimated effect if the acquisition were made at the beginning of the
financial period
Turnover
81.0
Net income
3.2
The depreciation of intangible assets related to acquisitions and the associated change in
deferred taxes have been taken into account in the figures. The effect of the acquisition in
Switzerland to the Group´s turnover was MEUR 15.1 and to Group´s result MEUR 1.9. Had
| 79
the acquisition taken place at the beginning of the financial year the effect to Group´s
turnover would have been MEUR 56.5 and to Group´s result MEUR 4.0.
Group in total
The acquisitions generated a total of MEUR 41.3 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 11.0 in fair
value allocation in intangible rights.
Determination of contingent transaction prices
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 1.2, 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.
Related to the acquisition completed by NoHo Skagstind Holding AS in the third quarter
2023, there is a MEUR 0.9 contingent transaction price, which is conditional to fulfilment of
certain financial targets in 2024. In addition, related to the shareholder agreement of NoHo
Skagstind Holding AS, there are put and call options in place for years 2027-2029. MEUR
1.1 liability has been recognised of the options based on the management estimate.
As part of the Better Burger Society transaction, NoHo Partners’ share ownership in Friends
& Brgrs was invested into Better Burger Society Plc. In addition to the MEUR 20.8 base
valuation of the full share capital of Friends & Brgrs, the parties have agreed on a contingent
consideration acquisition price of maximum MEUR 15 concerning Friends & Brgrs, which is
conditional to the EBITDA development of Friends & Brgrs in 2023. Based on
management´s EBITDA estimate MEUR 9.9. contingent consideration was recognised in
the third quarter in equity and in receivables. The realised final contingent consideration is to
be paid to NoHo Partners as newly issued shares of Better Burger Society Group Plc.
Based on management estimate the contingent consideration will realise in full value, due to
which MEUR 0.7 is recognised in financial income and in receivables in the fourth quarter.
| 80
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
Share of debt
0.0
0.7
0.8
Contingent purchase consideration
1.9
0.0
1.9
Total purchase consideration in total
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
| 81
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 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, 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 2.5 in fair value allocation in intangible rights.
ACQUISTIONS AFTER THE REPORTING PERIOD
The Group´s subsidiary in Norway has acquired the 100 percent shareholding of Vulkan
Catering As. Goodwill of MEUR 0.5 has been recognised of the acquisition.
| 82
3.2. NON-CONTROLLING INTERESTS
ACQUISITIONS
Acquisition
date
Acquired share,
%
New ownership
interest, %
Finnish operations
Stadin Night Oy
17.3.2023
9
60
Nordic Gourmet Oy
19.4.2023
26
100
Friends & Brgrs AB Oy
29.8.2023
29
100
Suomen Siipiravintolat Oy
8.9.2023
5
85
Taikinapojat Oy
13.10.2023
30
100
Harry's Ravintolat Oy
28.11.2023
10
100
Suomen Diner Ravintolat
Oy
27.12.2023
20
100
Dinnermax Oy
29.12.2023
30
100
International business
NoHo Trøbbelskyter AS
27.2.2023
10
100
The Bird Mother ApS
20.6.2023
8
100
Ruby Group Holding ApS
1.7.2023
20
100
Cock's & Cows ApS
8.8.2023
2
100
Ebony & Ivory Aps
30.11.2023
5
100
Lidkoeb ApS
30.11.2023
5
100
Kjos Renhold AS
1.12.2023
5
96
Chogo Biel Ag
1.12.2023
49
100
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
7.8
-0.4
-0.9
International business
3.3
-0.3
-3.1
Total
11.1
-0.7
-3.9
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
| 83
DISPOSALS 2023
Date of
sale
Shareholding
sold, %
New ownership
interest, %
Finnish operations
-
-
-
-
International business
Kjos Renhold AS
1.4.2023
9
91
Noho Skagstind Holding AS
1.7.2023
30
70
Nieu Soria Moria AS
5.12.2023
25
55
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
-0.1
Total
0.1
0.0
-0.1
DISPOSALS 2022
Date of
sale
Shareholding
sold, %
New ownership
interest, %
Finnish operations
Fatmax Oy
28.11.2022
25
75
International business
Complete Security 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
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.
| 84
3.3. SOLD BUSINESS OPERATIONS
BUSINESS OPERATIONS SOLD 2023
Group’s shares in subsidiaries and businesses sold during the financial period
Name
Business
sold
Shareholding
sold
Date of
control transfer
Location
Restaurant business, Cock's
& Cows Amager
x
30.9.2023
Copen-
hagen
Restaurant business, Luca
Østerbro
x
1.12.2023
Copen-
hagen
Restaurant business, Ale Pub
Telakka
x
31.12.2023
Turku
Total value of the assets and liabilities sold at the moment of transfer of control
MEUR
Total
Goodwill
0.1
Property, plant and equipment
0.3
Right-of-use assets
0.5
Liabilities for right-of-use
assets
-0.5
Net assets total
0.3
Losses on disposal totalling MEUR 0.0 were recognised in the income statement.
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
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
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 in total
1.5
Losses on disposal totalling MEUR 0.5 were recognised in the income statement.
| 85
4. CAPITAL EXPENDITURE
4.1. INTANGIBLE ASSETS
2023
Goodwill
Intangible
assets
Total
MEUR
Acquisition cost 1 January
141.1
79.0
220.2
Business combinations
41.3
11.3
52.6
Increase
0.0
1.0
1.0
Decrease and disposals
-0.1
-0.1
-0.2
Translation differences
-0.9
0.1
-0.8
Acquisition cost 31 December
181.4
91.3
272.8
Accumulated amortisation and impairment
losses
1 January
-0.2
-41.1
-41.2
Additional depreciation
0.0
-0.1
-0.1
Depreciation
0.0
-4.0
-4.0
31 December
-0.2
-45.1
-45.3
Carrying amount 31 December
181.3
46.2
227.6
Book value 1 January
141.0
38.0
179.0
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
Brands and name-use-rights included in intangible assets
2023
1 Jan
Increase
Translation
difference
Depreciation
31 Dec
MEUR
Indefinite useful life
21.7
0.0
-0.1
0.0
21.6
Depreciation over 4 years
0.7
0.0
0.0
-0.4
0.3
Depreciation over 5 years
1.3
0.5
0.0
-1.1
0.7
Depreciation over 6 years
0.0
0.8
0.0
0.0
0.7
Depreciation over 10 years
6.3
1.4
0.0
-1.0
6.8
Depreciation over 15 years
4.4
0.0
0.0
-0.4
4.0
Total
34.3
2.7
-0.1
-3.0
34.0
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
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.
| 86
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 4, 5, 6, 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 4-15 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.
| 87
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 on 31 December 2023. Impairment testing was carried out using the
book values and calculations of future cash amounts valid at the time. On 31 December
2023, the recoverable cash flow based on value-in-use calculations exceeded the book
value for the Finnish operations by more than MEUR 67 (117) and for the international
business by more than MEUR 21 (7). The impairment tests on 31 December 2023 did not
indicate a need for impairment of goodwill or intangible rights with an indefinite useful life.
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.
The group’s goodwill, brands with an indefinite useful life, name-use-rights, non-
competition agreements and leases
MEUR
Finnish
operations
Finnish
operations
International
business
International
business
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Goodwill
117.9
108.2
63.5
32.7
Brands and name-use-
rights
20.6
20.6
1.0
1.1
Leases
2.7
2.7
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.
| 88
Key management-defined assumptions used in testing
Assumption
Description
Growth of turnover
The acquisitions done in 2023 contributed in full for the turnover
of the first review year, after which the turnover is estimated to
stay stable.
EBIT
EBIT is based on the review periods´ budgets approved by the
board, that are based on the management estimates of market,
consumer purchasing power and profitability development of the
restaurant portfolio.
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 2023, the recoverable cash flow based on
value-in-use calculations exceeded the book value for the Finnish operations by more than
MEUR 67 (117) and for the international business by more than MEUR 21 (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
Finnish
operations
International
business
International
business
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Turnover growth, four
three years,
approximately
1.6
3.5
9.5
3.2
EBIT, %, first four
years, approximately
10.4
10.9
9.5
7.4
Terminal growth
assumption
2.0
2.0
2.0
2.0
Discount rate before
taxes
11.0
9.6
10.2
8.9
Outcome of the sensitivity analysis
MEUR
Finnish
operations
Finnish
operations
International
business
International
business
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Annual decrease in
turnover, %*
1.3
4.1
1.1
0.8
EBIT, %, modified
level, first four years,
approximately, %**
8.4
7.8
7.9
6.7
Increase in discount
rate, percentage points
2.5
4.1
1.3
0.7
Decrease of the
terminal growth rate, %
3.6
5.9
1.6
0.8
* Annual average decrease in turnover (CAGR-%), four first forecast years
** Average EBIT% of forecast years 1-4 where the estimates are decreased annually until
the break-even point is reached (with applied assumptions the terminal year break-even
EBIT% is: Finland 5.1% (4.2%), International 7.9% (5.7%)
| 89
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
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.
| 90
4.2. PROPERTY, PLANT AND EQUIPMENT
2023
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
90.0
59.2
2.0
155.1
Business combinations
0.0
0.3
0.0
7.0
0.0
7.3
Increase
0.0
0.0
7.4
9.2
0.0
16.6
Decrease and disposals
0.0
0.0
-0.5
-0.3
0.0
-0.8
Translation differences
0.0
0.0
-0.3
0.4
0.0
0.1
Transfers between items
0.0
0.0
0.1
0.2
-0.3
0.0
Acquisition cost 31 December
0.2
4.1
96.6
75.7
1.6
178.2
Accumulated depreciation and impairment
1 January
0.0
-1.2
-63.7
-39.8
0.0
-104.7
Impairment
0.0
0.0
0.0
-0.5
0.0
-0.5
Depreciation
0.0
-0.1
-5.6
-5.3
0.0
-11.0
31 December
0.0
-1.3
-69.3
-45.7
0.0
-116.3
Book value 1 January
0.2
2.7
27.3
30.0
1.6
62.0
Book value 1 January
0.2
2.5
26.3
19.4
2.0
50.3
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
2.0
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
2.0
50.3
Book value 1 January
0.2
2.6
25.6
18.2
0.6
47.2
| 91
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 changes to meet the requirements for the restaurant use and to fit the concept
in question.
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 used to impair the unit's
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.
| 92
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.
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
2023
Land
Buildings
Machinery and
equipment
Total
MEUR
Acquisition cost 1 January
2.5
270.6
10.5
283.6
Business combinations
0.0
40.4
0.0
40.4
Increase
0.0
18.8
0.0
18.8
Reassessments and modifications
0.4
17.1
5.5
22.9
Decrease
0.0
-0.5
0.0
-0.5
Translation differences
0.0
-1.0
0.0
-1.0
Acquisition cost 31 December
2.8
345.4
16.1
364.2
Accumulated depreciation and impairment
1 January
-1.1
-119.1
-4.0
-124.2
Impairment
0.0
0.0
0.0
0.0
Depreciation
-0.3
-34.0
-3.2
-37.5
31 December
-1.4
-153.0
-7.2
-161.7
Carrying amount 31 December
1.4
192.3
8.8
202.6
Carrying amount 1 January
1.4
151.5
6.5
159.4
2022
Land
Buildings
Machinery and
equipment
Total
MEUR
Acquisition cost 1 January
2.3
244.3
6.8
253.4
Business combinations
0.0
4.5
0.0
4.5
Increase
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
| 93
Liabilities for right-of-use assets
MEUR
2023
2022
Non-current
175.2
137.9
Current
38.6
30.8
Total
213.8
168.7
Liabilities for right-of-use assets by category
2023
Land
Buildings
Machinery and
equipment
Total
MEUR
Lease liability 1 January
1.4
160.6
6.6
168.7
Net increases
0.4
75.8
5.5
81.7
Rent payments
-0.3
-39.0
-3.6
-42.9
Interest expenses
0.1
8.1
0.5
8.7
Translation differences
0.0
-2.4
0.0
-2.5
Lease liability 31 December
1.5
203.1
9.1
213.8
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
The maturity distribution of liabilities is presented on page
.
Lease items included in the income statement
MEUR
2023
2022
Depreciation of right-of-use assets
Buildings
34.0
31.3
Land
0.3
0.2
Machinery and equipment
3.2
1.6
Total depreciation
37.5
33.1
Other items
Interest expenses (in finance costs)
8.7
7.4
Expenses related to leases of short-term and low value (in
other operating expenses)
7.0
3.7
Expenses related to variable rents not included
in lease liabilities (in other operating expenses)
5.9
6.7
Rent concessions, Covid-19
0.0
-0.5
Items included in the income statement in total
59.1
50.4
The Group as a lessor, lease income received by the group pursuant to other non-
cancellable leases
MEUR
2023
2022
In one year
0.4
0.7
In more than one year and up to 5 years
0.4
0.8
Total
0.8
1.5
The total outflow of cash arising from leases in 2023 amounted to MEUR 42.9 (37.4).
| 94
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, turnover-based or
combination of these. 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.
| 95
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.
| 96
4.4. SHARES IN ASSOCIATED COMPANIES AND JOINT VENTURES
MEUR
2023
2022
Book value 1 January
0.0
0.0
Carrying amount 31 December
0.0
0.0
Figures on the Note are zero due to rounding.
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
2023
Assets
Liabilities
MEUR
Non-current
Current
Non-current
Current
Turnover
Profit / loss
Ownership interest
Torggata Camping As
0.1
0.1
0.0
0.1
0.4
0.1
33
Repa Service Oy
0.0
0.1
0.0
0.0
0.2
0.0
30
Total
0.1
0.2
0.0
0.1
0.6
0.1
2022
Assets
Liabilities
MEUR
Non-current
Current
Non-current
Current
Turnover
Profit / loss
Ownership interest
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
Associated company RH Areenat Oy has been filed for bankruptcy
during the financial year 2023.
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
| 97
4.5. INVENTORIES
MEUR
2023
2022
Restaurant goods inventory
7.7
5.6
In the reporting period, an expense of MEUR 92.5 (77.3) 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
2023
2022
Non-current receivables
Loan receivables
0.2
0.2
Other receivables
2.0
1.8
Pitkäaikaiset saamiset yhteensä
2.2
2.0
Current receivables
Trade receivables
15.6
12.7
Other receivables
3.5
2.7
Accrued income
20.2
6.1
Loan receivables
0.6
0.7
Income tax receivables
0.3
0.3
Current receivables total
40.1
22.4
Ageing of trade receivables
MEUR
2023
2022
Not due
12.7
10.5
Less than 3 months past due
2.3
1.5
More than 3 months past due
0.7
0.7
Total
15.6
12.7
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
| 98
4.7. INCOME TAX, TRADE AND OTHER PAYABLES
MEUR
2023
2022
Income tax liabilities
Tax based on the taxable income for the financial period
2.3
2.3
Non-current
Advances received
1.5
1.1
Pension obligation
0.3
0.0
Transaction price liabilities
4.1
2.9
Other non-interest-bearing debt
8.2
2.0
Non-current trade and other payables total
14.1
6.1
Current
Trade payables
33.1
21.4
Advances received
1.9
1.2
Accruals and deferred income
Wage and salary liabilities
6.7
6.8
Holiday pay liabilities
10.3
8.3
Social security costs
3.6
1.8
Other accruals and deferred income
16.2
10.3
Other payables
9.4
8.0
Current trade and other payables total
81.2
57.8
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
2023
2022
Value at the beginning of the financial period
0.1
0.1
Increase
0.0
0.1
Provisions used
-0.1
-0.1
Value at the end of the financial period
0.0
0.1
Current portion
0.0
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.
| 99
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
2023
2022
Liabilities
146.8
127.1
Receivables
-0.8
-0.9
Cash and cash equivalents
-11.3
-5.2
Net debt excluding the impact of IFRS 16
134.6
121.0
Liabilities for right-of-use assets
213.8
168.7
Net debt
348.3
289.7
Equity excluding the impact of IFRS 16
115.8
89.5
Equity
106.7
82.0
Gearing ratio excluding the impact of IFRS 16
116.2
135.1
Gearing ratio
326.4
353.3
5.2. NET DEBT RECONCILIATION CALCULATION
MEUR
2023
2022
Non-current financial liabilities
104.3
98.0
Current financial liabilities
42.5
29.1
Liabilities for right-of-use assets
213.8
168.7
Non-current other receivables
-0.8
-0.9
Cash and cash equivalents
-11.3
-5.2
Interest-bearing net financial liabilities total
348.3
289.7
| 100
2023
Assets
Liabilities
MEUR
Cash and cash
equivalents
Receivables
Current
Non-current
Right-of-use assets
Total
Net financial liabilities 1 January
-5.2
-0.9
29.1
98.0
168.7
289.7
Cash flow
-6.2
0.0
7.9
8.1
-34.2
-24.3
Reclassification of current part of non-
current liabilities
4.7
-4.7
0.0
0.0
Increase
0.0
0.0
3.1
81.7
84.8
Other changes not involving payment
0.0
0.8
-0.2
-2.5
-1.9
Net debt, Group 31 December
-11.3
-0.8
42.5
104.3
213.8
348.3
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
0.0
0.0
-20.9
20.9
0.0
0.0
Increase
0.0
0.0
0.0
0.0
31.7
31.7
Decrease
0.0
0.0
0.0
0.0
-0.5
-0.5
Other changes not involving payment
0.0
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
| 101
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).
2023
Level
Fair value
through
profit or
loss
Amortised
acquisition
cost
Fair value
through
other
comprehen-
sive income
Fair
value
MEUR
Non-current financial assets
Other investments
2
0.3
0.3
Loan receivables
2
0.2
0.2
Other receivables
2
2.0
2.0
Non-current financial assets total
0.3
2.3
2.5
Current financial assets
Loan receivables
2
0.6
0.6
Trade and other receivables
2
39.5
39.5
Cash and cash equivalents
2
11.3
11.3
Current financial assets total
51.5
51.5
Carrying amount total
0.3
53.7
54.0
Non-current financial liabilities
Financial liabilities
2
104.3
104.3
Liabilities for right-of-use
assets
175.2
175.2
Liabilities for business
acquisitions
3
4.1
4.1
Other liabilities
2
10.0
10.0
Non-current financial liabilities total
293.6
293.6
Current financial liabilities
Financial liabilities
2
42.5
42.5
Liabilities for right-of-use
assets
38.6
38.6
Liabilities for business
acquisitions
3
1.6
1.6
Derivative financial instruments
2
0.8
0.8
Trade payables
2
33.1
33.1
Current financial liabilities total
115.7
0.8
116.5
Carrying amount total
409.3
0.8
410.0
| 102
2022
Level
Fair value
through
profit or
loss
Amortised
acquisition
cost
Fair value
through
other
comprehen-
sive income
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
0.0
324.3
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.
| 103
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. In addition, Group has derivative financial
instruments which are measured at fair value through other comprehensive income and
which are described on Note 5.7.
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. The Group does not have
investments that are measured at fair value 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.
| 104
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
2023
2022
Value at the beginning of the financial period
0.3
0.3
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.
5.5. CASH AND CASH EQUIVALENTS
MEUR
2023
2022
Cash and bank
accounts
11.3
5.2
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.
The covenant terms of the financing agreement of the Group´s parent company relate to the
specific financial key figures, which are interest-bearing net liabilities / operational EBITDA
(12 months) and equity ratio percentage (excluding IFRS 16 liabilities). In addition, the
agreement has customary terms related to guarantees, investments, and group
reorganisations.
As part of the BBS arrangement completed in the reporting period, the company negotiated
a MEUR 20.5 financing package for Better Burger Society Group subgroup. The negotiated,
separate financing package is completely for the use of BBS subgroup and is separated
from the other financing of NoHo Partners. Customary key figures, that partly deviate from
the ones of the parent company, are applied in the covenant review of BBS subgroup
financing. The covenant terms of the financing agreement relate to the specific financial key
figures, which are leverage ratio and interest cover. In addition, the agreement has
customary terms related to guarantees, investments, and group reorganisations.
Covenant review is carried out on quarterly basis and the company fulfilled the covenants
imposed.
| 105
MEUR
2023
2022
Non-current financial liabilities measured at
amortised acquisition cost
Loans from financial institutions, non-current proportion
104.3
98.0
Liabilities for right-of-use assets
175.2
137.9
Total
279.5
235.9
Current financial liabilities measured at amortised
acquisition cost
Loans from financial institutions, current proportion
42.5
29.1
Liabilities for right-of-use assets
38.6
30.8
Total
81.1
59.9
Security information of loans from financial institutions on page
Maturity of interest-bearing financial liabilities, excluding liabilities for right-of-use
assets
MEUR
2023
2022
Less than 1 year
28.8
20.1
1 to less than 2 years
17.4
13.4
2 to 5 years
85.9
83.6
More than 5 years
1.0
1.0
Total
133.1
118.0
Account limits in use *
13.6
9.0
Total
146.7
127.1
* 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
2023
Less than
1 year
1-2 years
2–5 years
More than
5 years
MEUR
Interest on financial
liabilities
7.7
6.7
4.0
0.8
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
Trade payables and liabilities for right-of-use assets, maturity distribution
2023
Transaction
price
liabilities
Trade
payables
Liabilities for
right-of-use
assets
Total
MEUR
Less than 1 year
1.6
33.1
47.6
82.2
1 to less than 2 years
0.0
0.0
42.9
42.9
2 to 5 years
4.1
0.0
84.1
88.3
More than 5 years
0.0
0.0
82.9
82.9
Total repayments
5.7
33.1
257.5
296.3
Discounted balance
sheet value
5.6
33.1
213.7
252.5
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
| 106
The Group does not have material extended debt repayment periods in effect.
On 31 December 2023, the Group’s cash and cash equivalents totalled MEUR 11.3 and the
unwithdrawn loan and account limits available to the Group amounted to MEUR 4.8. After
the reporting period in January NoHo Partners sold its shareholding in Eezy Plc (5 052 856
shares) for a share price of EUR 1.425. The sale price deviated from the share price at the
end of the reporting period (1.67) by EUR 0.245. Due to the arrangement the net debt of the
Company declined by MEUR 7.2.
On page
financial and liquidity risks as well as measures to
prepare for them and mitigate them.
5.7. DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING
Nominal and fair values of derivative instruments at the end of the financial year
2023
Nominal
value
Fair value,
receivables
Fair value,
liabilities
Fair value,
net
Due date
MEUR
Interest rate and
currency swaps
13.0
0.0
0.8
12.2
16.8.2027
Total
13.0
0.0
0.8
12.2
Maturity distribution of derivative instruments
2023
Nominal
value
Less than 1
year
1-2 years
2–5 years
More than 5
years
MEUR
Interest rate and
currency swaps
13.0
1.7
2.0
9.3
0.0
Total
13.0
1.7
2.0
9.3
0.0
ACCOUNTING PRINCIPLES
NoHo Partners Plc applies cash flow hedge accounting to certain interest rate and
currency swaps, which relate to the financing arrangements of BBS-subgroup. In hedge
accounting the change in fair value of derivative financial instruments is recognised in
hedging fund in equity to the extent hedging is considered effective. The non-effective
part of hedging instrument is to be recognised in income statement. The Group
management has assessed the sources of non-effectiveness of hedging and concluded
that the hedging is effective in full and thus, the whole change in fair value can be
recognised in hedging fund in equity and in derivative financial instruments
liabilities/receivables.
The aim of hedging has been to change the variable interest rate of certain BBS-
subgroup loans to fixed interest rate and to hedge the future cash flows from currency
exchange movements. As the critical terms of the hedged items and the derivative
financial instruments match each other an economic relationship between the hedged
items and the derivative financial instruments can be proofed. When the critical terms
match each other the derivative financial instrument and the hedged item move into
opposite directions.
| 107
5.8. CONTINGENT LIABILITIES AND ASSETS AND COMMITMENTS
MEUR
2023
2022
Liabilities with guarantees included on the balance sheet
Loans from financial institutions, non-current
103.4
96.9
Loans from financial institutions, current
30.7
22.4
Total
134.1
119.3
Guarantees given on behalf of the Group
Collateral notes secured by a mortgage
60.9
37.3
Real estate mortgage
4.0
5.1
Subsidiary shares
126.9
106.9
Other shares
8.5
16.0
Bank guarantees
9.4
9.7
Other guarantees
1.4
3.1
Total
211.1
178.1
Purchase commitments
Eezy Plc
16.9
33.4
Contingent transaction prices
3.8
3.2
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.
| 108
5.9. FINANCIAL INCOME AND EXPENSES
MEUR
2023
2022
Financial income
Interest income
0.5
0.1
Dividend income
0.8
0.8
Other financial income
2.3
0.9
Total
3.5
1.8
Finance costs
Impairment on shares in associated companies
-7.9
-4.5
Impairment on receivables
-0.4
-0.5
Interest expenses on financial liabilities
-8.7
-7.4
Impairment of Eezy Plc shares
-8.0
-10.4
Change in value of additional purchase price
-0.2
-0.8
Other interest expenses
-0.5
-0.4
Unrealised exchange rate loss
-0.1
0.0
Other finance costs
-0.8
-0.2
Total
-26.5
-24.3
Finance costs - net
-23.0
-22.5
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.
| 109
5.10. 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 hedges against the interest rate risk of the BBS-subgroup financing
arrangement. The interest rates for loans vary mainly according to the 6–12 month Euribor
rates plus margins of 2.0–3.65%.
The potential one percentage point increase in interest rates in the 2024 interest review
would lead to a MEUR 0.8 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. Hedging of
the Group´s interest rate risk is described on Note 5.7.
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
Group’s management team 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 2023, the Group’s current financial liabilities amounted to MEUR
42.5 (29.1). Current financial liabilities at the balance sheet date include MEUR 10.0
commercial paper programme due in the first and second quarter of 2024.
At the end of the year, cash and cash equivalents amounted to MEUR 11.3 (5.2), in addition
to which the Group had access to undrawn confirmed account credit limits amounting to
approximately MEUR 4.8 (3.6). After the reporting period in January NoHo Partners sold its
shareholding in Eezy Plc (5 052 856 shares) for a share price of EUR 1.425. Due to the
arrangement the net debt of the Company declined by MEUR 7.2.
The average annual interest rate for the Group's gross interest-bearing liabilities in 2023
was approximately 6.02% (3.46).
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.
| 110
Credit loss allowance for trade and other receivables
2023
Balance
sheet
value 31
Dec
Provision
percenta
ge, %
Credit
loss
Balance
sheet
value 1
Jan
Provision
percenta
ge, %
Credit
loss
MEUR
Not due
15.1
0.2
0.0
13.3
0.2
0.0
Due, 1–30 days
1.6
0.8
0.0
1.7
0.8
0.0
Due, 31–60 days
0.2
1.5
0.0
-0.1
1.5
0.0
Due, 61–90 days
0.2
12.0
0.0
0.1
12.0
0.0
Due, 91–180 days
0.1
20.0
0.0
0.2
20.0
0.0
Due, more than 180
days
0.6
85.0
0.5
0.8
85.0
0.7
Total
17.7
0.6
15.9
0.7
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
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 translation risk in relation to the
Norwegian krone and the Swiss franc. Unlike the Danish krone, the Norwegian krone and
Swiss franc are 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. Hedging of the Group´s currency risk is described on Note 5.7.
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. 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. The Group´s parent company and its Finnish subsidiaries do not
have material liabilities or receivables in Swiss francs from Switzerland, due to which the
company views that it doesn't have any material currency risk.
The Group´s business mainly takes place in the home currency of each country. Expenses
and purchases materialise mainly in the local functional currency.
The subsidiaries’ intragroup loans and deposits are denominated in the subsidiaries’ home
currencies as well as in euros. The conversion of the subsidiaries’ equity into euros resulted
in a translation difference of MEUR -0.6 (-1.1) 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.
|
111
5.11. 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
20,975,678 shares on the closing date. The share has no nominal value.
2023
31.12.
1.1.
MEUR
Shares, 1,000 pcs
20,975,678
20,699,801
Share capital
0.2
0.2
Hedging reserve
-0.6
0.0
Invested unrestricted equity fund
71.7
70.2
Translation differences
-1.8
-1.2
Retained earnings
8.6
5.6
Non-controlling interests
28.7
7.2
Total equity
106.7
82.0
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
All of the issued shares have been paid for.
Outstanding shares
shares
2023
2022
1 January
20,699,801
19,222,270
Share issue 27.1.2022
0
40,503
Share issue 1.7.2022
0
170,728
Subscription for shares based on special rights in
2022 and 2023
106,877
1,266,300
Share issue 25 September 2023
169,000
0
31 December
20,975,678
20,699,801
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
2023
2022
1 January
70.2
58.4
Share issue
1.5
1.7
Unrestricted equity reclassification
0.0
10.2
31 December
71.7
70.2
Special share issues
During the financial year the company carried out special share issues in connection to the
acquisition of the shares of Scene og Pubdrift AS and Klingenberg Bardrift AS. In
comparison year part of the convertible capital loan of Tesi was converted into shares in the
company based on the special rights on 13 May 2022.
| 112
Dividends
The Annual General Meeting held on 19 April 2023 approved the Board’s proposal to
distribute a dividend of EUR
financial period ending 2022 on shares owned by external shareholders at the time of
dividend payment.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 10 April 2024 that, a dividend of EUR
adopted balance sheet of the financial period ending on 31 December 2023.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2024. The payment date proposed by the Board of Directors for this
instalment is 16 May 2024.
The second instalment of EUR 0.14 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 8 August 2024. The payment date proposed by the Board of
Directors for this instalment is 15 August 2024.
The third instalment of EUR 0.15 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 7 November 2024. The payment date proposed by the Board of
Directors for this instalment is 14 November 2024.
At the time of the financial statements on 31 December 2023, the total number of shares
was 20,975,678.
Authorisation to purchase the company’s own shares
The AGM of 19 April 2023 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 3.9% 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 19 April 2023 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 14.5% 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 1.4% 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.
| 113
6. OTHER NOTES
6.1. SPECIFICATION OF NON-CASH TRANSACTIONS
Non-cash transactions
MEUR
2023
2022
Change in provisions
-0.1
0.1
Write-off of trade receivables
0.2
0.2
Sale of fixed assets
-0.3
-0.7
Share-based incentive plan
0.6
1.3
Rent concessions, Covid-19
0.0
-0.5
Other adjustments
-0.3
0.5
Total
0.2
0.9
6.2. SHARES IN SUBSIDIARIES AND ASSOCIATED COMPANIES
The group structure is presented in below table so, that the ownership interest marked after
the company in indentation presents the ownership interest of its parent company.
Group companies
Domicile
Ownership interest,
%
Beaniemax Oy
Tampere
80
Better Burger Society Group Oy
Helsinki
53
Better Burger Society Oy
Helsinki
100
Friends & Brgrs Ab Oy
Pietarsaari
100
Friends & Brgrs Germany GmbH
Hamburg
100
Friends & Brgrs Denmark AS
Copenhagen
100
HC MidCo Oy
Helsinki
76
HC BidCo Oy
Helsinki
100
Finago SA
Lausanne
100
Finago Franchising Sàrl
Fribourg
100
Finago Consulting Sàrl
Lausanne
100
Holy Cow! HR Sàrl
Lausanne
100
Holy Cow ! Gourmet Burger Company SA
Lausanne
100
Group companies
Domicile
Ownership interest,
%
Holy Cow ! Basel AG
Basel
100
Chogo Biel AG
Biel/Bienne
100
AFR SA
Fribourg
100
Chogo Group Holding SA
Lausanne
100
Central Central Swiss Trading Sàrl
Fribourg
100
Holy Cow Suisse Romande Sàrl
Fribourg
100
Holy Cow Ecublens Sàrl
Ecublens
100
Holy Cow Langstrasse Zürich GmbH
Zürich
100
Holy Cow Winterthur GmbH
Winterthur
100
Parsaco Food Courts GmbH
Zürich
100
Holy Cow ! TS GmbH
Luzern
100
Camping Minigolf Oy
Helsinki
100
Commodus Oy
Tampere
70
Dinnermax Oy
Tampere
100
El Rey Group Oy
Tampere
60
Fatmax Oy
Helsinki
75
Gastromax Oy
Tampere
100
Pyynikin Brewery Restaurants Oy
Tampere
85
Hankinta Unioni Oy
Tampere
60
Harry's Ravintolat Oy
Helsinki
100
Italpal Oy
Tampere
100
Kampin Sirkus Oy
Tampere
90
Katang MGMT Oy
Helsinki
55
Koskimax Oy
Tampere
60
Latitude 25 OY
Helsinki
78
Levin Ravintolakatu Oy
Helsinki
100
Local Brewery Restaurants Oy
Helsinki
70
Lumo Laukontori Oy
Tampere
100
Max Consulting Oy
Tampere
100
Nordic Gourmet Oy
Kangasala
100
Northmax Oy
Tampere
70
Nunc est Bibendum Oy
Helsinki
100
| 114
Group companies
Domicile
Ownership interest,
%
Poolmax Oy
Tampere
80
Priima-Ravintolat Oy
Tampere
100
PurMax Oy
Tampere
60
Rengasravintolat Oy
Tampere
100
Restala Oy
Helsinki
100
Unioninkadun Keidas Oy (NoHo Partners Oyj 18%)
Helsinki
82
Restaykkönen Oy
Helsinki
100
Restakakkonen Oy
Helsinki
100
Restakolmonen Oy
Helsinki
100
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
Financier Group Oy
Helsinki
73
Mother of Pearl Oy
Tampere
100
Pihka Ravintolat Oy
Helsinki
100
Ravintolat F9 Oy
Helsinki
70
Pihka Ravintolat Oy
Kauniainen
100
Ravintolat F9 Oy
Helsinki
75
Yes Yes Yes Oy
Tampere
70
Sea Horse Oy
Helsinki
100
Shinobi Group Oy
Tampere
70
Somax Oy
Tampere
100
Soolo Max Oy
Tampere
70
SRMax Oy
Tampere
85
Stadin Night Oy
Helsinki
60
Helsingin Kaivohuone Oy
Helsinki
100
Suomen Diner Ravintolat Oy
Tampere
100
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
Group companies
Domicile
Ownership interest,
%
Suomen Ravintolatoimi Oy (Max Consulting Oy 42 %)
Jyväskylä
58
Bistromax Oy
Tampere
70
Suomen Siipiravintolat Oy
Tampere
85
SushiBarWine Oy
Helsinki
75
Taikinapojat Oy
Helsinki
100
Tunturimax Oy
Tampere
76
Ski or Die Oy
Helsinki
80
Urban Expo Oy
Helsinki
100
NoHo International Oy
Tampere
99
NoHo Norway AS
Oslo
86
Christian August AS
Oslo
54
Complete Security AS
Oslo
91
Kjos Renhold AS
Oslo
96
Cosmopolitan AS
Drammen
100
DOD AS
Oslo
100
Dubliners AS
Oslo
100
Eilefs Landhandleri AS
Oslo
100
Emmas Drift As
Tromssa
100
Kulturhuset i Oslo AS
Oslo
95
YGT3 AS
Oslo
100
Youngs AS
Oslo
100
Lab Drift 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
MEO AS
Oslo
100
Mexico Torshov AS
Oslo
100
Nieu Soria moria AS
Oslo
55
NoHo Skagstind Holding AS
Oslo
70
Countryfestivalen AS
Vinstra
100
| 115
Group companies
Domicile
Ownership interest,
%
Klingenberg Bardrift AS
Oslo
100
Scene og Pubdrift AS
Oslo
100
TW Rover AS
Oslo
100
Øslo AS
Oslo
90
Rådhuskroken AS
Oslo
100
SBF AS
Oslo
100
Tøyen Kulturhus AS
Oslo
100
Nordic Hospitality Partners Denmark A/S
Copenhagen
75
Chicks by Chicks Tivoli ApS
Copenhagen
84
Camping Denmark ApS
Copenhagen
100
Camping Malmö AB
Malmö
100
Cock's & Cows ApS
Copenhagen
100
Cock's & Cows CPH Airport ApS
Copenhagen
100
Luca Lyngby ApS
Kongens Lyngby
100
Ruby Group Holding ApS
Copenhagen
100
Bronnum ApS
Copenhagen
99
Ebony & Ivory ApS
Copenhagen
100
Lidkoeb ApS
Copenhagen
100
The Bird Mother ApS
Copenhagen
100
Luca Gl. Strand ApS
Copenhagen
100
The Bird ApS
Copenhagen
100
Merging company
Receiving company
Rock Hard Catering Oy
Priima-Ravintolat Oy
Royal Konseptiravintolat Oy
Royal Ravintolat Oy
Skohan Oy
NoHo Partners Oyj
Christiania Drift AS
NoHo Norway AS
GG Drift AS
NoHo Norway AS
NoHo Trøbbelskyter AS
NoHo Norway AS
Solstikk AS
NoHo Norway AS
Tøyen Bakeri og Kaffehus AS
Kulturhuset i Oslo AS
Cocks & Cows Tisvilde ApS
Cocks & Cows ApS
The Bird Kødbyen ApS
The Bird Mother ApS
Associated companies
Domicile
Ownership
interest
Repa Service Oy
Tampere
30
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
2023
2022
2023
2022
2023
2022
Better Burger Society Group
Oy alakonserni, Helsinki
47
-
0.2
-
22.1
-
NoHo Norway AS
alakonserni, Oslo
14
14
0.4
0.6
2.8
2.7
Nordic Hospitality Partners
Denmak A/S alakonserni,
Copenhagen
25
25
0.3
0.1
0.8
1.1
Group´s most significant minority shareholders relate to the international business segment,
whose financial information is presented on Note 2.2.
| 116
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.
2023
CEO Aku
Vikström
Other
Executive
Team
members
Total
MEUR
Salaries and fringe benefits
0.7
1.1
1.7
Total
0.7
1.1
1.7
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
The Group’s Executive Team consists of Aku Vikström, Jarno Suominen, Jarno Vilponen and
Tuomas Piirtola.
The Board of Directors of NoHo Partners Oyj resolved on 3 May 2023 on a directed share
issue without payment to the key employees of the company in order to pay the reward for the
third earning period of the long-term share-based incentive plan from 1 December 2021 to 31
March 2023. The share issue resolution is based on the authorization given by the Annual
General Meeting on 19 April 2023. The stock exchange release concerning the longterm
share-based incentive plan for the key employees has been published on 30 November 2018
with information also available on the company’s web page. A total of 106 877 new shares
were issued without payment in the share issue to 8 key employees participating in the share-
based incentive plan. As a result of the share issue the total number of shares in NoHo
Partners Plc is 20 806 678.
The Board of Directors of NoHo Partners Oyj has on 28 February 2024 resolved on a directed
share issue without payment to the CEO of the company and to the deputy of the CEO in
order to pay the delayed earned reward for the third earning period that ended on 31 March
2023 of the long-term share-based incentive plan. The share issue resolution is based on the
authorization given by the Annual General Meeting on 19 April 2023. The stock exchange
release concerning the long-term share-based incentive plan for the key employees has been
published on 30 November 2018 with information also available on the company’s web page.
A total of 34 037 new shares were issued without payment in the share issue related to the
share-based incentive plan. As a result of the share issue the total number of shares in
NoHo Partners Oyj will be 21 009 715. MEUR 0.6 has been previously recognised as
expenses and the payment of the reward will not have an impact on the income statement in
financial year 2024.
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 is presented in more detail on Notes 2.7..
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 65.4
thousand.
| 117
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
(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
2023
Annual
remuner
ation
Committee
meeting fees
Other
financial
benefits*
Total
EUR thousands
Timo Laine, Chairman of the Board
of Directors
55.0
2.2
117.6
174.8
Yrjö Närhinen, Vice-Chairman of the
Board of Directors
41.3
4.4
11.1
56.8
Kai Seikku, member of the Board of
Directors
27.5
6.6
0.0
34.1
Petri Olkinuora, Vice-Chairman of
the Board of Directors
27.5
3.3
0.0
30.8
Mika Niemi, member of the Board of
Directors
27.5
0.0
20.0
47.5
Mia Ahlström, Member of the Board
of Directors
27.5
2.2
0.0
29.7
Total
206.3
18.7
148.7
373.7
2022
Annual
remuner
ation
Committee
meeting fees
Other
financial
benefits*
Total
EUR thousands
Timo Laine, Chairman of the Board
of Directors
40.0
1.2
105.8
147.0
Yrjö Närhinen, Vice-Chairman of the
Board of Directors since 27.4.2022
20.0
2.4
15.0
37.4
Kai Seikku, member of the Board of
Directors since 27.4.2022
13.3
2.4
0.0
15.7
Petri Olkinuora, member of the
Board of Directors
23.3
1.2
0.0
24.5
Mika Niemi, member of the Board of
Directors
20.0
0.0
0.0
20.0
Mia Ahlström, Member of the Board
of Directors
20.0
1.2
0.0
21.2
Saku Tuominen, member of the
Board of Directors till 27.4.2022
6.7
0.0
0.0
6.7
Tomi Terho, member of the Board of
Directors till 27.4.2022
6.7
0.0
0.0
6.7
Total
150.0
8.4
120.8
279.2
* Includes consultant fees of TEUR 148,7 (120,8) 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
2023
2022
Sales
0.3
0.1
Lease costs
0.3
0.4
Purchases
17.1
18.1
Receivables
0.1
0.1
Liabilities
2.1
2.0
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
2023
2022
Sales
0.3
0.1
Purchases
16.5
16.3
Liabilities
2.1
1.9
6.4. LEGAL CASES
The Company has two ongoing legal cases with no material financial risk related to neither
of them.
| 118
6.5. SIGNIFICANT EVENTS AFTER THE FINANCIAL STATEMENTS DATE
The company divested its ownership in Eezy Plc
In January, NoHo Partners divested its shareholding in Eezy Plc (5,052,856 shares) at a
price of EUR 1.425 per share. The share price differed from the price per share at the
closing date (1.67) by EUR 0.245 per share. The sales loss of EUR 1.2 million resulting from
the changes in fair value has been recorded in the financial expenses of the income
statement in 2024. As a result of the completed arrangement, the net liabilities decreased by
EUR 7.2 million.
The Board of Directors of NoHo Partners Oyj has resolved on a directed share issue
without payment to the company’s key employees based on the share-based
incentive plan
On 28 February 2024, NoHo Partners Plc announced that the Board of Directors of the
company resolved on a directed share issue without payment to the CEO of the company
and to the deputy of the CEO in order to pay the delayed earned reward for the third earning
period that ended on 31 March 2023 of the long-term share-based incentive plan. The share
issue resolution is based on the authorization given by the Annual General Meeting on 19
April 2023. A total of 34 037 new shares were issued without payment in the share issue
related to the share-based incentive plan. As a result of the share issue the total number of
shares in NoHo Partners Oyj will be 21 009 715. The new shares were registered with the
Trade Register on 4 March 2024. The new shares are admitted to trading on the official list
of Nasdaq Helsinki Ltd.
| 119
6.6. 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.
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases
(effective for
financial years beginning on or after 1 January 2024, early application is permitted)
The amendments introduce a new accounting model for variable payments and will require
seller-lessees to reassess and potentially restate sale-and-leaseback transactions entered
into since the implementation of IFRS 16 in 2019.
Amendments to IAS 1 Presentation of Financial Statements *: Classification of
Liabilities as Current or Non-current Date; Classification of Liabilities as Current or
Non-current – Deferral of Effective Date; 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 amendments specify that covenants to
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. The amendments also clarify
transfer of a company’s own equity instruments is regarded as settlement of a liability.
Liability with any conversion options might affect classification as current or non-current
unless these conversion options are recognized as equity under IAS 32.
Supplier Finance Arrangements – Amendments to IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments: Disclosures
* (effective for financial years beginning on or
after 1 January 2024, early application is permitted)
The amendments enhance the transparency of supplier finance arrangements and their
effects on a company’s liabilities, cash flows and exposure to liquidity risk. Amendments
require to disclose quantitative and qualitative information about supplier finance programs.
Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates
* (effective for financial years beginning on or after 1 January 2025, early
application is permitted)
The amendments require to apply a consistent approach in assessing whether a currency
can be exchanged into another currency and, when it cannot, in determining the exchange
rate to use and the disclosures to provide.
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
* (available for optional adoption, effective date deferred
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 2023.
| 120
6.7. 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.
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 impact
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 impact
Interest-bearing net liabilities excluding IFRS 16 impact
*
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
impact
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, the exchange rate differences of financial items and entries related to
Eezy Plc shares)
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
Ratio of net debt to operational EBITDA
Interest-bearing net liabilities adjusted for IFRS 16 lease liability
Operational EBITDA (last 12 months)
| 121
Parent company income statement (FAS)
EUR
2023
2022
Turnover
44,781,040.49
41,932,222.51
Other Operating Income
20,393,814.98
11,081,629.55
Materials and services
Purchases adjustments
Purchases during the period
-10,823,794.73
-9,536,539.99
Change in Inventory
30,520.86
-4,685.15
External services
-6,077,718.80
-6,273,099.61
-16,870,992.67
-15,814,324.75
Staff expenses
Salaries and fees
-11,026,048.95
-7,953,708.70
Indirect employee costs
Pension costs
-1,808,792.96
-1,398,683.91
Other indirect employee costs
-383,456.83
-272,118.47
-13,218,298.74
-9,624,511.08
Depreciation, amortisation and impairment losses
Scheduled depreciation and amortisation
-1,858,118.01
-2,138,910.82
Impairment on ifxed assets
0.00
-46,408.07
-1,858,118.01
-2,185,318.89
Other operating expenses
-28,004,628.01
-24,811,757.64
Operating profit (loss)
5,222,818.04
577,939.70
EUR
2023
2022
Financial income and expenses
Income from shares in Group companies
4,791,302.80
1,557,300.00
From others
774,432.80
770,961.75
Other interest and financial income
From Group companies
3,464,174.77
5,328,853.28
From others
22,543.68
178,540.89
Impairment on financial securities classified as
current assets
-14,255,513.60
-159,406.97
Interest expenses and other financial expenses
To Group companies
-992,067.29
-573,485.27
To others
-7,009,019.74
-4,808,431.84
-13,204,146.58
2,294,331.84
Profit (loss) before appropriations and taxes
-7,981,328.54
2,872,271.54
Appropriations
Total - Group support
2,799,660.00
0.00
Net profit (loss)
-5,181,668.54
2,872,271.54
| 122
Parent company balance sheet (FAS)
EUR
31.12.2023
31.12.2022
ASSETS
Non-current assets
Intangible assets
Goodwill
720,985.48
846,302.68
Other capitalised expenses
4,596,013.75
4,064,631.06
Prepayments
0.00
239,607.19
5,316,999.23
5,150,540.93
Tangible assets
Buildings and structures
1,696,095.02
1,776,815.67
Machinery and equipment
3,721,935.38
3,572,821.88
Other tangible assets
12,593.44
12,593.44
5,430,623.84
5,362,230.99
Investments
Investments in Group companies
126,882,399.22
106,868,181.15
Investments in associated companies
8,438,269.52
26,221,147.44
Other shares and interests
425,307.14
425,307.14
135,745,975.88
133,514,635.73
Non-current assets total
146,493,598.95
144,027,407.65
Current assets
Inventories
Finished products and articles
937,906.89
907,386.03
Non-current
Non-current trade receivables
137,717.38
137,717.38
Loan receivables from Group companies
83,321,697.49
82,111,903.75
Loan receivables
490,000.00
490,000.00
83,949,414.87
82,739,621.13
Current
Trade receivables
2,954,947.17
2,932,771.33
Receivables from Group companies
38,413,099.35
37,589,691.92
Loan receivables
5,000.00
5,000.00
Other receivables
530,213.40
373,435.01
Accrued income
1,646,926.90
1,608,866.73
43,550,186.82
42,509,764.99
Cash and cash equivalents
362,563.85
117,360.89
Current assets total
128,800,072.43
126,274,133.04
ASSETS TOTAL
275,293,671.38
270,301,540.69
EUR
31.12.2023
31.12.2022
EQUITY AND LIABILITIES
Equity
Share capital
150,000.00
150,000.00
Other reserves
Invested unrestricted equity fund
73,451,181.83
71,972,431.83
Retained earnings (losses)
35,480,642.79
40,964,842.45
Profit (loss) for the financial period
-5,181,668.54
2,872,271.54
Total equity
103,900,156.08
115,959,545.82
Appropriations
Depreciation difference
85,865.67
85,865.67
Provisions
Other provisions
3,000.00
0.00
Liabilities
Non-current
Loans from financial institutions
86,814,614.87
94,952,234.20
Advances received
1,427,768.01
939,921.68
Other non-current liabilities
4,249,970.12
0.00
Liabilities to Group companies
17,986,009.61
12,643,937.44
110,478,362.61
108,536,093.32
Current
Loans from financial institutions
29,587,431.40
20,533,404.79
Advances received
1,101,005.33
627,614.45
Trade payables
6,250,536.91
3,798,059.43
Liabilities to Group companies
13,591,772.78
12,381,872.60
Other payables
363,326.78
1,076,585.95
Accruals and deferred income
9,932,213.82
7,302,498.66
60,826,287.02
45,720,035.88
Liabilities total
171,304,649.63
154,256,129.20
EQUITY AND LIABILITIES TOTAL
275,293,671.38
270,301,540.69
| 123
Parent company cash flow statement (FAS)
EUR thousands
2023
2022
Cash flows from operating activities
Profit (loss) before appropriations and taxes
-5,181.7
2,872.3
Adjustments:
Other income and expenses that do not incur payments
-9,267.2
633.0
Scheduled depreciation and impairment
1,858.1
2,185.3
Financial income and expenses
13,204.1
-2,294.3
Cash flow before change in working capital
613.4
3,396.3
Changes in working capital
Current non-interest-bearing receivables
-1,352.5
3,285.9
Inventories
-30.5
4.7
Current non-interest-bearing liabilities
6,170.4
-174.3
Operating cash flow before financial items and taxes
5,400.7
6,512.6
Interest paid and other finance costs
-7,662.3
-5,274.1
Dividends received from business operations
5,457.0
2,328.3
Interest received from business operations
1,555.8
2,028.9
Direct taxes paid
-30.6
0.0
Operating net cash flow
4,720.7
5,595.7
EUR thousands
2023
2022
Cash flows from investing activities
Investments in tangible and intangible assets
-1,977.8
-1,549.4
Income from the disposal of tangible and intangible assets
411.5
371.5
Acquisition of non-controlling interests
-1,729.4
-700.4
Change in non-current loans receivable
14,013.2
2,083.9
Acquisition of subsidiaries
-11,841.2
-666.8
Business transactions, acquisitions (-)
-300.0
-200.0
Associated company shares sold
197.8
4,160.4
Business transactions, sales
11.0
25.0
Net cash from investing activities
-1,214.9
3,524.2
Cash flows from financing activities
Proceeds from non-current loans and borrowings
5,000.0
0.0
Non-current loans repaid
-12,720.2
-23,356.4
Proceeds from current loans and borrowings
6,816.2
10,555.1
Current commercial papers repaid
6,000.0
0.0
Dividends paid and other distribution of profits
-8,356.5
0.0
Payments received from the share issue
0.0
323.7
Net cash from financing activities
-3,260.6
-12,477.6
Change in cash and cash equivalents
245.2
-3,357.7
Cash and cash equivalents at the beginning of the financial
period
117.4
3,468.3
Cash and cash and cash equivalents transferred in merger
0.0
6.7
Cash and cash equivalents on 31 December
362.6
117.4
Change in cash and cash equivalents
245.2
-3,357.7
| 124
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
.
| 125
1.2 NOTES TO THE INCOME STATEMENT
Distribution of turnover, EUR thousands
2023
2022
Restaurant business
44,781.0
41,932.2
Other operating income, EUR thousands
2023
2022
Sales profit
77.2
643.7
Rent income
564.5
475.1
Government grants
0.0
4,339.2
Other operating income
484.6
683.8
Other operating income, Group
19,267.4
4,939.9
Total
20,393.8
11,081.6
Personnel expenses, EUR thousands
2023
2022
Average number of employees
200
158
Salaries and fees
11,026.0
7,953.7
Pension costs
1,808.8
1,398.7
Other indirect employee costs
383.5
272.1
Total
13,218.3
9,624.5
Other operating expenses, EUR thousands
2023
2022
Voluntary employee expenses
927.5
1,195.4
Business premises expenses
17,597.7
13,773.6
Machinery and equipment expenses
2,897.9
2,782.5
Travel expenses
437.2
428.7
Marketing, performer and entertainment expenses
2,684.7
2,629.7
Other operating expenses
3,459.6
4,001.9
Total
28,004.6
24,811.8
Auditors’ fees, EUR thousands
2023
2022
Audit fees
374.0
120.0
Fees for tax services
0.0
26.0
Other services
117.0
203.9
Total
491.0
349.9
| 126
1.3 NOTES TO THE BALANCE SHEET
Intangible assets, EUR thousands
Goodwill
Other intangible
assets
Prepayments and
Total
Acquisition cost 1 Jan.
4,989.2
14,267.9
239.6
19,496.7
Increase
300.0
1,120.3
1,420.3
Transfers between items
239.6
-239.6
0.0
Decrease
-333.5
-51.4
-384.9
Acquisition cost 31 Dec.
4,955.7
15,576.4
0.0
20,532.1
Accumulated amortisation 1 Jan.
-4,142.9
-10,203.3
0.0
-14,346.2
Decrease
23.0
38.1
61.2
Depreciation
-114.9
-815.2
-930.1
Accumulated amortisation 31 Dec.
-4,234.7
-10,980.4
0.0
-15,215.1
Carrying amount 31 Dec.
721.0
4,596.0
0.0
5,317.0
Book value 1 Jan.
846.3
4,064.6
239.6
5,150.5
Tangible asset, EUR thousands
Buildings
Machinery and
equipment
Other tangible
assets
Prepayments and
Total
Acquisition cost 1 Jan.
2,421.6
7,532.9
12.6
0.0
9,967.1
Increase
177.4
840.6
1,018.0
Transfers between items
840.6
-840.6
0.0
Decrease
-67.2
0.0
-67.2
Acquisition cost 31 Dec.
2,421.6
8,483.7
12.6
0.0
10,917.9
Accumulated amortisation 1 Jan.
-644.8
-3,960.1
0.0
0.0
-4,604.9
Decrease
45.6
45.6
Depreciation
-80.7
-847.3
-928.0
Accumulated amortisation 31 Dec.
-725.5
-4,761.8
0.0
0.0
-5,487.3
Carrying amount 31 Dec.
1,696.1
3,721.9
12.6
0.0
5,430.6
Book value 1 Jan.
1,776.8
3,572.8
12.6
0.0
5,362.2
| 127
Investments, EUR thousands
Holdings in
Group companies
Investments in
associated companies
Other shares and interests
Total
Book value 1 Jan.
106,868.2
26,221.1
425.3
133,514.6
Increase
28,033.1
28,033.1
Decrease
-8,018.9
-443.9
-8,462.7
Impairments
-17,339.0
-17,339.0
Carrying amount 31 Dec.
126,882.4
8,438.3
425.3
135,746.0
Current liabilities, EUR thousands
2023
2022
Current receivables from Group companies
Trade receivables
1,177.4
224.8
Accrued income
8,314.1
6,391.9
Other Group receivables
3,057.3
0.0
Loan receivables
25,864.2
30,973.0
Total
38,413.1
37,589.7
Essential items of prepayments and accrued income
Amortisation
261.3
177.0
Discounts
878.6
1,185.8
Other prepayments and accrued income
507.1
246.0
Total
1,646.9
1,608.9
Equity, EUR thousands
2023
2022
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
71,972.4
60,106.4
Directed share issue
1,478.8
11,866.0
Invested unrestricted equity fund at the end of the financial
period
73,451.2
71,972.4
Profit/loss from previous financial periods at the beginning of the
financial period
40,964.8
45,877.5
Transfer of profit/loss from the previous financial period
2,872.3
-4,912.6
Profit/loss from previous financial periods at the beginning of the
financial period
-8,356.5
0.0
Profit/loss from previous financial periods at the end of the
financial period
35,480.6
40,964.8
Profit/loss for the financial period
-5,181.7
2,872.3
Total unrestricted equity at the end of the financial period
103,750.2
115,809.5
Total equity
103,900.2
115,959.5
| 128
Calculation of distributable funds in equity, EUR
thousands
2023
2022
Profit from previous financial periods
35,480.6
40,964.8
Net income for the financial period (profit +/loss -)
-5,181.7
2,872.3
Invested unrestricted equity fund
73,451.2
71,972.4
Business cost support/compensation for fixed expenses
0.0
-4,339.2
Distributable funds total
103,750.2
111,470.4
Appropriations
2023
2022
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
2023
2022
Provision for termination expenses
3.0
0.0
Liabilities, EUR thousands
2023
2022
Current liabilities
Liabilities to Group companies
Trade payables
845.5
425.8
Liabilities
11,957.3
11,385.6
Accruals and deferred income
788.9
570.5
Total
13,591.8
12,381.9
Essential items of accrued expenses
Wage and salary liabilities
1,456.0
1,195.0
Holiday pay debt
1,426.0
1,281.5
Interest
561.9
270.6
Income taxes
5.4
30.5
Other accruals and deferred income
6,483.0
4,524.8
Accrued expenses total
9,932.2
7,302.5
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.
| 129
1.4 NOTES CONCERNING GUARANTEES AND CONTINGENT LIABILITIES
Liabilities and guarantees by balance sheet item and guarantee type
EUR thousands
2023
2022
Liabilities with guarantees included on the balance sheet
Loans from financial institutions, non-current
86,701.8
94,927.8
Loans from financial institutions, current
19,557.0
16,525.2
Total
106,258.8
111,453.0
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
139,771.0
119,978.5
Other guarantees given in total
177,921.0
158,128.5
Guarantees given on behalf of others
Other guarantees
8,213.0
7,845.9
Lease liabilities not included on the balance sheet
To be paid during the next financial period
15.5
15.5
To be paid later
23.2
38.7
Total
38.7
54.2
Other liabilities
Other guarantee engagements not included on the balance
sheet
Lease liability
Due within one year
13,070.8
9,390.3
Due in 2–5 years
35,254.0
24,347.8
Due in more than 5 years
29,724.9
15,788.4
Total
78,049.8
49,526.5
EUR thousands
2023
2022
Eezy Plc, purchase guarantee
16,878.7
33,415.1
| 130
BOARD
OF
DIRECTORS’
PROPOSAL
FOR
THE
DISTRIBUTION
OF
PROFITS
NoHo Partners Plc’s distributable assets on 31 December 2023 were EUR 103,750,156.08,
of which the share of the financial period’s result is EUR -5,181,668.54.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 10 April 2024 that, a dividend of EUR 0.43 (0.40) per share will be paid based on the
adopted balance sheet of the financial period ending on 31 December 2023.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2024. The payment date proposed by the Board of Directors for this
instalment is 16 May 2024.
The second instalment of EUR 0.14 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 8 August 2024. The payment date proposed by the Board of
Directors for this instalment is 15 August 2024.
The third instalment of EUR 0.15 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 7 November 2024. The payment date proposed by the Board of
Directors for this instalment is 14 November 2024.
At the time of the financial statements on 31 December 2023, the total number of shares
was 20,975,678.
Helsinki, 12 March 2024
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, 13 March 2024
Ernst & Young Oy
Authorised Public Accountants
Juha Hilmola
APA
| 131
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, 2023. 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 material
accounting policy information, 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, financial performance and cash flows in accordance with IFRS Accounting
Standards 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 the Financial Statements section of our report.
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 section of our report, including in relation to these matters.
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.
.
| 132
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 181.3 million euro at the date of the financial statements
representing 31,5 % of total assets and 170 % 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).
Revenue Recognition
We refer to the Group’s accounting policies and the note 2.1.
Revenue primarily comprises of sales of food and beverages to private and corporate
customers in the restaurant operation business. Services include restaurants’ service sales
and marketing support payments received.
Revenue is recorded at the time the goods are sold or when the service has been performed.
Revenue recognition was a key audit matter due to it being a key performance measure for
management, which could create an incentive to make incorrect entries to revenue. In
addition, there is a high volume of different transactions recorded in revenue.
Revenue recognition was also a significant risk of material misstatement referred to in 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.
To address the risk of material misstatement regarding revenue recognition our audit
procedures included among others:
•
Assessing the Group’s accounting policies over revenue recognition, including volume
discounts and other discounts.
•
Testing sales transactions by comparing them to payments received.
•
Testing revenue using data analytics as well as detailed transaction level substantive
audit procedures on revenue
•
Testing that the sales have been recorded in the correct period
•
Analytical procedures on revenue, including among others margin analysis.
•
Testing Journal Entries recorded in revenue.
•
Assessing the Group’s disclosures in respect of revenues.
| 133
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 IFRS
Accounting Standards 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.
| 134
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
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 five 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,
or otherwise appears to be materially misstated. With respect to the report of the Board of
| 135
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 13, 2024
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
| 136
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-
2023-12-31-fi.zip of NoHo Partners Oyj (business identity code: 1952494-7) for the financial
year 1.1.-31.12.2023 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 primary financial statements, notes to the financial statements and the entity
identifier information in 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 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 primary financial statements, notes to the financial
statements and the entity identifier information in the consolidated financial statements
included in the ESEF financial statements 743700DYZ6R1QNLWQA56-2023-12-31-fi.zip of
NoHo Partners Oyj for the year ended 1.1.-31.12.2023 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 1.1.-31.12.2023 is included in our Independent Auditor’s Report dated 13.3.2024. In
this report, we do not express an audit opinion any other assurance on the consolidated
financial statements.
Helsinki 13.3.2024
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
| 137
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
