RopoHold Oy (formerly TrustHold Oy) Business ID: Domicile: Helsinki

Transcription

1 (formerly TrustHold Oy) Business ID: Domicile: Helsinki FINANCIAL STATEMENTS 31 DECEMBER 2016

2 Table of contents FINANCIAL STATEMENTS 31 DECEMBER 2016 Report to the shareholders 3 Consolidated income statement 6 balance 7 Parent Income statement 8 Balance assets 9 Balance liabilities 10 Notes to the financial statements Document types and archiving 17 List of accounting books used 17 Signatures for the financial statements 18

3 Report to the shareholders 3 Financial year 1 August December 2016 RopoHold Oy (Business ID: ) is the parent company in the Ropo. The was formed in March 2016 with RopoHold Oy s acquisition of all shares of Ropo Oy. The s head office is located in Kuopio at Viestikatu, Kuopio, Finland. Development of operations During the financial period, the s core business continued to grow strongly with new customers and services. The acquisition of new customers and the new service offering enabled net sales to develop in accordance with the prepared plans. The company succeeded in growing its market share by obtaining several significant, major customers and also grew its position in the micro business and SME segment, which traditionally has been the company s strong area. After the discontinued the accounting firm business, it has placed increasingly greater focus on invoicing services and providing full lifespan services for receivables. During the financial period, consolidation was noted in the company s payment control business among the largest operators in the business. The changes are expected to open up new business opportunities for the. Competition in the company s financing of receivables was further increased during the financial period. During the financial period, the continued to gradually shut down the operations of Trust Baltics OÜ in Estonia, and will focus on the Finnish market in the coming year. The accounting firm business of the company Ropo Invest Oy was sold to Talenom Oyj in a deal carried out on 30 December Major risks and uncertainty factors The most significant risks for the company s operations are related to the economic situation and any rapid weakening of same, as well as to any sharp rise in interest rates. The future may see increased control and regulation applied to the sector in which the company operates. The company views the extremely rapid rate of digitalisation of the company s information exchange business as both an opportunity and a threat. Number of company shares per share class and the primary provisions of the articles of association applied to each class of shares At the time of closing the accounts, the parent company had one type of share. There were a total of 14,000,000 shares, all of which were of equal value. Each share entitled one vote at the General Meeting. The shares were encumbered by the redemption clause in the articles of association.

4 After the issue of shares executed and subscribed in February 2017, the total number of the company s shares outstanding is 19,542,743. In March 2017, the General Meeting resolved to amend the articles of association so that the company s shares will be divided into Series A and Series B shares. The total number of Series A shares is 18,042,743 and the number of Series B shares is 1,500,000. A preferred dividend of 3.5 cents per share is paid on the Series B shares. 4 Proposal by the Board of Directors for distribution of profits and proposal for any distribution of other unrestricted equity The loss for the financial year is 736, The Board of Directors proposes that Series B shares be paid a dividend of 3.5 cents/share, amounting to a total of 52,500. and that the loss for the financial year will be transferred to retained earnings/loss. Key figures Parent company 31 Dec Jul Dec Jul 2016 Net sales 4,662, ,801, , , Operating profit 448, ,163, , , Equity ratio 28.78% 29.05% 32.99% 32.93% Return on shareholders equity % 4.30% % % Employees on the statement of financial position date Salaries 1,470, ,730, , , Share issues conducted during the financial year and ongoing share issues The General Meeting held on 18 August 2016 resolved to issue 250,000 new shares at the subscription price of 1.00 per share. The share issue was directed at key persons. There was a weighty financial reason for the private placement, in accordance with chapter 9, section 4, subsection 1 of the Limited Liability Companies Act, as the private placement ensured that the company was able to obtain the working capital it required. The subscription period for the shares was 18 August 2 September 2016 and they were subscribed for on 18 August 2016 and paid on 12 September 2016 and 28 October The issue price in its entirety was recognised in the reserve for invested unrestricted equity. The General Meeting held on 26 October 2016 resolved to issue 500,000 new shares at the subscription price of 1.00 per share. The share issue was directed at key persons. There was a weighty financial reason for the private placement, in accordance with chapter 9, section 4, subsection 1 of the Limited Liability Companies Act, as the private placement ensured that the company was able to obtain the working capital it required. The subscription date for the shares was 26 October 2016 and they were subscribed for on 26 October 2016 and paid on 14 November 2016 and 15 November The issue price in its entirety was recognised in the reserve for invested unrestricted equity.

5 The General Meeting held on 1 February 2017 resolved to issue 5,542,743 new shares at the subscription price of per share. The share issue was directed at KPY Sijoitus Oy, Sentica Buyout IV Ky and Sentica Buyout IV Co Investment Oy. There was a weighty financial reason for the private placement, in accordance with chapter 9, section 4, subsection 1 of the Limited Liability Companies Act, as the private placement ensured that the company was able to obtain the working capital it required. The subscription date for the shares was 1 February 2017, and they were subscribed for on 1 February 2017 and paid on 1 February The issue price in its entirety was recognised in the reserve for invested unrestricted equity. 5 Major events after the financial period After the end of the financial period, the company s business has developed as planned. In February, the bought all shares of Enfo Zender Oy. The acquisition seeks an increasingly significant range of services in the sought business. With the acquisition, the number of employees in the grew to approximately 130, half of whom came from Enfo Zender. In March 2017, all companies in the changed their name and brand, and the identity of the new brand will be based on the name ROPO. Assessment of the likely future development The Ropo will continue to grow in accordance with its strategy. The will continuously provide new services and service concepts to both new and existing customers. The management of the life cycle of customers sales receivables and the related supporting services will be the core of the s business operations during the ongoing financial year Clarification of the extent of research and development operations The TrustPoint online system that enables the company s core business was further developed during the financial period. All research and development expenses were entered as expenses. Changes in the structure during the financial period During the financial year, the company sold the accounting firm business of Trust Accounts TKG Oy Corporate governance During the financial period, Pentti Tuunala acted as RopoHold Oy s Chair of the Board, with Johan Wentzel and Petri Tukiainen as ordinary members of the Board Timo Lappi and Artti Aurasmaa have been Managing Directors Elina Laitinen, APA, Ernst & Young Oy acted as the company s auditor.

6 6 CONSOLIDATED INCOME STATEMENT NET SALES , ,07 Other operating income , ,95 Materials and services Materials, supplies and goods Purchases during the financial year 0, ,31 Materials, supplies and goods 0, ,31 External services , ,06 Total materials and services , ,37 Personnel expenses Salaries and compensation , ,55 Social security contributions Pension costs , ,15 Other social security contributions , ,78 Social security contributions , ,93 Total personnel expenses , ,48 Amortisation/depreciation and impairment Amortisation/depreciation according to plan , ,62 Depreciation of consolidated goodwill , ,86 Total accumulated amortisation/depreciation and impairmen , ,48 Other operating expenses , ,23 Share of the profit (loss) of associated companies 0, ,82 OPERATING PROFIT , ,28 Financial income and expenses Other interest and financial income From others 5 465, ,14 Other interest and financial income 5 465, ,14 Impairment of investments held as non-current assets , ,58 Interest and other financial expenses To others , ,19 Interest and other financial expenses , ,19 Total financial income and expenses , ,63 Profit before extraordinary items , ,65 Profit before appropriations and taxes , ,65 Income taxes Taxes for the financial year , ,62 Income taxes , ,62 PROFIT FOR THE FINANCIAL YEAR , ,03

7 7 GROUP BALANCE ASSETS Non-current assets Intangible assets Intangible rights 5 000, ,00 Goodwill 0, ,70 Consolidated goodwill , ,22 Other expenses with long-term effects , ,83 Total intangible assets , ,75 Tangible assets Machinery and equipment , ,55 Advance payments and assets in process ,79 Total tangible assets , ,55 Total non-current assets , ,30 Current assets Short-term receivables Trade receivables , ,35 Loan receivables , ,88 Other receivables , ,76 Accrued income , ,83 Total short-term receivables , ,82 Financial securities Other securities ,00 0,00 Total financial securities ,00 0,00 Cash at bank and in hand , ,50 Total current assets , ,32 BALANCE ASSETS , ,62 LIABILITIES Equity Share capital 2 500, ,00 Reserve for invested unrestricted equity , ,00 Retained earnings , ,06 Profit for the financial year , ,03 Total equity , ,97 Liabilities Non-current liabilities Loans from financial institutions , ,45 Accounts payable , ,19 Other liabilities , ,48 Total non-current liabilities , ,12 Current liabilities Loans from financial institutions , ,27 Accounts payable , ,77 Other liabilities , ,30 Accrued expenses , ,19 Total current liabilities , ,53 Total liabilities , ,65 BALANCE LIABILITIES , ,62

8 8 Income statement 1 August February December July 2016 Net sales , ,00 Personnel expenses Salaries and compensation , ,00 Social security contributions Pension costs , ,97 Other social security contributions , ,71 Social security contributions , ,68 Total personnel expenses , ,68 Amortisation/depreciation and impairment Amortisation/depreciation according to plan , ,94 Total accumulated amortisation/depreciation a , ,94 Other operating expenses , ,85 Operating profit , ,47 Financial income and expenses Other interest and financial income From companies , ,69 Other interest and financial income , ,69 Interest and other financial expenses To others , ,86 Interest and other financial expenses , ,86 Total financial income and expenses , ,17 Profit for the financial year , ,64

9 9 Balance assets Non-current assets Tangible assets Machinery and equipment , ,56 Advance payments and assets in process ,79 0,00 Total tangible assets , ,56 Investments Holdings in undertakings , ,33 Total investments , ,33 Total non-current assets , ,89 Current assets Receivables Short-term receivables Receivables from companies , ,48 Other receivables , ,81 Accrued income 9 752, ,94 Total short-term receivables , ,23 Financial securities ,00 0,00 Cash at bank and in hand , ,07 Total current assets , ,30 Balance assets , ,19

10 10 Balance liabilities Equity Share capital 2 500, ,00 Reserve for invested unrestricted equity , ,00 Retained earnings/losses ,64 0,00 Profit for the financial year , ,64 Total equity , ,36 Liabilities Non-current liabilities Loans from financial institutions , ,00 Accounts payable , ,19 Other liabilities , ,48 Total non-current liabilities , ,67 Current liabilities Loans from financial institutions , ,00 Accounts payable , ,85 Liabilities to companies 0,00 120,60 Other liabilities 9 913, ,69 Accrued expenses , ,02 Total current liabilities , ,16 Total liabilities , ,83 Balance liabilities , ,19

11 11 Notes to the financial statements 31 December 2016 Accounting policies for the consolidated financial statements The consolidated financial statements combine all and associated companies. The financial statements of the Estonian subsidiary have not been merged with the financial statements based on chapter 6, section 3(1) of the Accounting Act.At the time of closing the accounts, the shareholders equity in Estonia was -14, Internal shareholdings The consolidated financial statements have been prepared using the purchase method. The difference between the acquisition cost of the subsidiaries and the shareholders equity corresponding to the acquired share has been presented as consolidated goodwill. Internal transactions and margins The s internal transactions, intra-group assets and liabilities, as well as internal profit distribution, have been eliminated. Changes to structure during the financial year that affect the comparability of the consolidated financial statements During the previous financial year, Trust Legal has been merged with the parent, Trust Kapital TKG Oy and all shares of Trust Finance Oy have been purchased so that it is a wholly-owned subsidiary, and Trust Sweden AB has been sold. The name of the company was changed after the end of the financial year. The company s current name is RopoHold Oy. The company s previous name was TrustHold Oy. Valuation principles and methods Intangible assets entered in the company s non-current assets have been valued with planned depreciation at their depreciated acquisition cost and tangible assets with planned depreciation at their depreciated variable acquisition cost. Investments in non-current assets have been valued at their acquisition cost. The provisions of chapter 5, section 2 of the Accounting Act have been applied to the measurement of financial instruments. Trade, loan, accrued and other receivables entered in receivables have been valued at nominal value or at a lower, probable value. Liabilities have been valued at nominal value or a higher value corresponding to the comparison criterion. Matching principles and methods The acquisition cost of intangible and tangible assets included in the company s non-current assets have been depreciated according to a predefined plan. The depreciations have been adjusted to taxation depreciations. The amount corresponding to the maximum amount of straight-line or residual value amortisation/depreciation accepted in taxation has been entered as an expense in the amortisation/depreciation of the financial year. The acquisition cost of non-current assets with a probable financial operating time of under three years and minor purchases have been entered entirely as expenses for the financial year of acquisition. Asset Estimated lifetime percentage and method Machinery and equipment Goodwill, residual amount 4 yrs. 25% residual value amortisation/depreciation 10 yrs. 10% straight-line amortisation/depreciation

12 12 Comparability of the financial periods The finished financial period was exceptionally 5 months long. Thus, the financial periods are not mutually comparable. Essential events during the financial period The accounting business of the company Ropo Invest Oy was sold. DD expenses were activated during the financial year in connection with the business acquisition carried out in February Notes to the financial statements Income statement Other operating income Overpayments , ,94 Ropo Invest business acquisition ,33 Parent Salaries and compensation paid to the management ,85 0, ,85 0,00 Parent Interest expenses Loans to shareholders , , , ,48 Loans to financial institutions , , , ,38 Notes to the financial statements Balance Machinery and equipment Parent Machinery and equipment Acquisition cost at the beginning of the finan , , ,50 Increases during the financial year , , ,50 Decreases during the financial year , ,51 Acquisition cost at the end of the financial , , , ,50 Accumulated depreciations according to plan , , ,94 Depreciations according to plan in the financ , , , ,94 Planned depreciation of sold/scrapped fixed a , ,78 Accumulated depreciations according to p , , , ,94 Acquisition cost at the end of the financial ye , , , ,50 Accumulated depreciations according to plan , , , ,94 Residual value after planned depreciation , , , ,56

13 13 Advance payments and assets in process , ,79 Notes to the financial statements 31 December 2016 Receivables and loans from companies Investments December July 2016 Holdings in undertakings Holdings in undertakings , ,33 Investments , ,33 Short-term receivables Receivables from companies Trade receivables from companies , ,00 Other receivables from companies 2 293, ,48 Receivables from companies , ,48 Current liabilities Liabilities to companies Accounts payable 0,00 120,60 0,00 120,60 Parent 31 December July December July 2016 Accrued expenses Salary liabilities , , ,00 0,00 Holiday pay liabilities , , , ,04 Pension insurance payments , , ,39 0,00 Statutory employer insurance payments , , ,02 804,51 Interest payable , , , ,47 Income taxes , ,12 0,00 0,00 Secured debts of creditors , ,34 0,00 0,00 Overpayments , ,98 0,00 0, , , , ,02 Employees Average number of employees during the financial year. Parent 31 December July December July 2016 Employees

14 14 Notes to the financial statements 31 December 2016 Commitments and contingent liabilities Parent 31 December July December July 2016 Own liabilities for which collateral has been given Loans from financial institutions , , , ,00 Collateral Mortgage on company assets , , , ,00 Liabilities of associated and companies for which collateral has been given Loans from financial institutions 0,00 0,00 0,00 0,00 Account credit , ,32 0,00 0,00 Collateral Mortgage on company assets , ,32 0,00 0,00 Hire-purchase liabilities , , , ,63 Carrying value in the statement of financial positi , , , ,63 Leasing liabilities Open leasing agreements , , ,44 0,00 Falling due within the next 12 months , , ,22 0,00 Falling due later with residual amounts , , ,22 0,00 Lease liabilities , ,00 The lease agreement for Käsityökatu 43 has been terminated, effective 31 March 2017.

15 15 Notes to the financial statements 31 December 2016 Data of the report to the shareholders referred to in the Limited Liability Companies Act Share issues conducted during the financial year and ongoing share issues The General Meeting held on 18 August 2016 resolved to issue 250,000 new shares at a subscription price of 1 per share. The share issue was directed at key persons. There was a weighty financial reason for the private placement, in accordance with chapter 9, section 4, subsection 1 of the Limited Liability Companies Act, as the private placement ensured that the company was able to obtain the working capital it required. The subscription period for the shares was 18 August 2 September 2016, and they were subscribed for on 18 August 2016 and paid on 12 September 2016 and 28 October The issue price in its entirety was recognised in the reserve for invested unrestricted equity. The General Meeting held on 26 October 2016 resolved to issue 500,000 new shares at a subscription price of 1 per share. The share issue was directed at key persons. There was a weighty financial reason for the private placement, in accordance with chapter 9, section 4, subsection 1 of the Limited Liability Companies Act, as the private placement ensured that the company was able to obtain the working capital it required. The subscription date for the shares was 26 October 2016, and they were subscribed for on 26 October 2016 and paid on 14 November 2016 and 15 November The issue price in its entirety was recognised in the reserve for invested unrestricted equity. The General Meeting held on 1 February 2017 resolved to issue 5,542,743 new shares at the subscription price of per share. The share issue was directed at KPY Sijoitus Oy, Sentica Buyout IV Ky and Sentica Buyout IV Co Investment Oy. There was a weighty financial reason for the private placement, in accordance with chapter 9, section 4, subsection 1 of the Limited Liability Companies Act, as the private placement ensured that the company was able to obtain the working capital it required. The subscription date for the shares was 1 February 2017, and they were subscribed for on 1 February 2017 and paid on 1 February The issue price in its entirety was recognised in the reserve for invested unrestricted equity. Number of company shares per share class and the primary provisions of the articles of association applied to each class of shares At the time of closing the accounts, the parent company had one type of share. There were a total of 14,000,000 shares, all of which were of equal value. Each share entitled one vote at the General Meeting. The shares were encumbered by the redemption clause in the articles of association. After the issue of shares executed and subscribed in February 2017, the total number of the company s shares outstanding is 19,542,743. In March 2017, the General Meeting resolved to amend the articles of association so that the company s shares will be divided into Series A and Series B shares. The total number of Series A shares is 18,042,743 and the number of Series B shares is 1,500,000. A preferred dividend of 3.5 cents per share is paid on the Series B shares. companies Company name Domicile Share of ownership Ropo Oy Kuopio 100 % Business ID: Ropo Invest Oy Kuopio 100 % Business ID:

16 16 Ropo Finance Oy Kuopio 100 % Business ID: Notes to the financial statements 31 December 2016 Trust Kapital Baltics Ou Tallinn 100 % Registration number: The financial statements of the subsidiaries are available at the premises of the parent, RopoHold Oy, at Viestikatu, Kuopio, Finland. Parent Shareholders equity itemisation December July December July 2016 Equity Share capital 2 500, , , ,00 Increases during the financial year 0,00 0,00 0,00 0,00 Total restricted equity 2 500, , , ,00 Reserve for invested unrestricted equity , , , ,00 Retained earnings , , ,64 0,00 Dividend payments 0, ,73 0,00 0,00 Profit/loss for the financial year , , , ,64 Total unrestricted equity , , , ,64 Total equity , , , ,36 Calculation on distributable equity in accordance with chapter 13, section 5 of the Limited Liability Companies Act Parent 2016 Retained earnings/losses ,64 Reserve for invested unrestricted equity ,00 Profit/loss for the financial year ,99 Total unrestricted equity as of 31 December ,37 Total distributable equity ,37 Proposal by the Board of Directors for distribution of profits and proposal for any distribution of other unrestricted equity The loss for the financial year is 736, The Board of Directors proposes that Series B shares be paid a dividend of 3.5 cents/share, amounting to a total of 52,500. and that the loss for the financial year will be transferred to retained earnings/loss.

17 17 List of accounting books and materials: Journal General ledger Accounts receivable Accounts payable Payroll accounting Financial statements Balance sheet items Electronic Electronic Electronic Electronic Electronic Electronic and bound Electronic and bound Documents Voucher tyvoucher numbers 10 Bank documents Accounts receivable Accounts payable Memo documents Salaries VAT 99 1

18 18 Signatures for the financial statements Kuopio _ Pentti Tuunala Chair of the Board Wentzel Johan Member of the Board Artti Aurasmaa Managing Director Tukiainen Petri Member of the Board Mikko Isotalo Member of the Board Auditor s note We issued today an auditors report. Kuopio Elina Laitinen, APA Ernst & Young Oy