AS MERKO EHITUS 
By Quarterly report 2011 12 months and IV quarter consolidated unaudited interim report
Tallinn, Estonia, 2012-02-22 15:30 CET (GLOBE NEWSWIRE)
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MANAGEMENT REPORT
General information
AS Merko Ehitus operates in Estonia, Latvia and Lithuania as a construction group offering complete solutions in the construction field. The largest companies belonging to the group are SIA Merks (100%), UAB Merko Statyba (100%), Tallinna Teede AS (100%), AS Gustaf (85%), OÜ Gustaf Tallinn (80%), AS Merko Tartu (66%), AS Merko Infra (100%) and AS Tartu Maja Betoontooted (25%).
Operating results
In 2011, the revenue of the construction group was EUR 219.3 million. Estonia contributed 74.0%, Latvia 19.0% and Lithuania 7.0% to the group's revenue. As compared to 2010, the group's revenue increased by +27.6%, including +30.5% in Estonia, +242.0% in Lithuania and -3.3% in Latvia.
Group's revenue for Q4 2011 was EUR 65.9 million, which constitutes an annual increase of EUR 20.3 million (+44.4%).
As of 31 December 2011, the group's portfolio on unfinished construction contracts totalled EUR 166 million. The contract portfolio does not include residential development projects developed by the Company and the works related to construction of investment properties.
In 2011, the group sold 159 apartments for EUR 18.2 million, (exclusive of VAT). As of 31.12.2011, the inventories included 33 unsold apartments with a total cost of EUR 2.7 million and 489 apartments in the stage of construction with a total cost of EUR 22.8 million as of the balance sheet date. Of the finished buildings 28 apartments are located in Tartu and 5 in Riga. At the moment the group is building two apartment buildings (21 apartments in each) at Hane Street in Tallinn (completion time summer 2012), three apartment buildings (13 apartments each) at Pallasti Street in Tallinn (completion time summer 2012) and an apartment building with 133 apartments at Skanstese street in Riga (completion time autumn 2012). An apartment building with 93 apartments at Tartu road 50A in Tallinn was in finishing stage as of balance sheet date.
Due to the fact that the rise in construction costs has been outpacing the rise in the selling prices of real estate, the group has reassessed the profitability of its development projects in Q4 2011 and revised downward the real property recorded in inventory by EUR 4.6 million and the real property of joint projects recorded under long-term financial investments by EUR 1.4 million. The downward revisions will affect the financial results of the company for the 2011 12 months and IV quarter in the total amount of EUR 6.0 million, of which EUR 2.4 million is associated with the downward revision of real property in Latvia, EUR 2.3 million in Estonia and EUR 1.3 million in Lithuania.
In 2011, the share of infrastructure facilities has grown, which has significantly increased the impact of seasonality on the group's quarterly performance (EUR 26.2 million in Q1, EUR 48.9 million in Q2 and EUR 78.3 million revenue in Q3 compared to EUR 65.9 million in Q4 2011). The effect of seasonality on the revenue of the company in Q4 2011 was mitigated by a winter that was warmer than usual. The cyclical nature of development activities was affected in Q4 by the sale of the Pallasti office building in the amount of EUR 3.2 million and the sale of apartments in the amount of EUR 5.9 million, accounting for 32.6% of the annual sales from apartments.
The consolidated revenue of the group's largest entities:
| in thousand euros | |||
| 2011 | 2010 | 2009 | |
| Estonian entities | |||
| AS Merko Ehitus (parent) | 104 118 | 89 780 | 107 968 |
| Tallinna Teede AS (100% ownership) | 21 614 | 20 792 | 17 603 |
| AS Merko Infra (100% ownership) | 20 199 | 549 | - |
| AS Gustaf (85% ownership) | 3 243 | 2 598 | 2 820 |
| OÜ Gustaf Tallinn (80% ownership) | 5 013 | 3 451 | 3 907 |
| AS Merko Tartu (66% ownership) | 6 765 | 2 485 | 4 606 |
| OÜ Woody (100% ownership) | 1 577 | 3 941 | 1 598 |
| Latvian entity | |||
| SIA Merks (100% ownership) | 41 754 | 43 169 | 59 181 |
| Lithuanian entity | |||
| UAB Merko Statyba (100% ownership) | 13 340 | 4 432 | 4 532 |
In 2011, the group earned EUR 0.7 million gross profit, including EUR 0.4 million in Q4, from its development and construction activities. The gross loss for the group, inclusive of discounts, was EUR -3.6 million, including EUR -4.0 million in Q4.
In 2011, the administrative and general expenses of the group decreased by 8.3%, and the proportion of the said costs with respect to revenue dropped from 9.7% in Q1 to 4.6% year-on-year.
The group's loss before taxes for 2011 was EUR 13.0 million, with a net loss of EUR 13.4 million - in 2010, the group had a profit of EUR 1.8 million before taxes and a net profit of EUR 1.2 million. The reason for the loss was the rise in construction costs that outpaced the projections with respect to contracts concluded in 2009/2010 and the discounts, in Q4, of development projects, resulting from the slow recovery of the Baltic real estate market and from the rise in construction costs, in the amount of EUR 6.0 million. As of 31.12.2011, the group had allocated a total of EUR 3.5 million as appropriations to cover the costs of completing loss-making projects.
In 2011, the change in short-term investments, and cash and cash equivalents of Merko Ehitus group was EUR +6.0 million and as of 31 December 2011, the cash and cash equivalents in the bank accounts and term deposits of the group were in the amount of EUR 18.6 million. The cash flows from operating activities totalled EUR -12.2 million, cash flows from investing activities totalled EUR +6.2 million and cash flows from financing activities totalled EUR +12.0 million. The cash flows from operating activities in the reporting period were mostly affected by the change in trade and other receivables related to operating activities of EUR -30.3 million, change in trade and other payables related to operating activities of EUR +15.8 million and operating loss EUR -12.3 million. Of the cash flows from investing activities the balance of issued and repaid loans totalled EUR +5.3 million and EUR +0,8 million interest received. Of the cash flows from financing activities the balance of gained and repaid loans totalled EUR +15.5 million, dividends paid EUR -1.8 million and EUR -1.7 million was spent on finance lease principal payments.
The ratios and methodology for calculating the financial ratios describing the group's main operations
| 2011 | 2010 | 2009 | |
| Net profit margin | -6,1 % | 0,7 % | 3,7 % |
| Profit before taxes margin | -5,9 % | 1,0 % | 3,8 % |
| Operating profit margin | -5,6 % | 1,4 % | 4,2 % |
| Gross profit margin | -1,6 % | 7,5 % | 10,9 % |
| EBITDA margin | -4,6 % | 2,8 % | 5,3 % |
| Return on equity per annum | -11,4 % | 0,9 % | 5,5 % |
| Return on assets per annum | -6,4 % | 0,6 % | 3,1 % |
| Equity ratio | 50,0 % | 63,8 % | 60,5 % |
| Current ratio | 2,0 | 2,7 | 2,3 |
| Quick ratio | 1,0 | 1,1 | 1,1 |
| General expense ratio | 4,6 % | 6,4 % | 6,3 % |
| Gross remuneration ratio | 7,6 % | 9,3 % | 8,8 % |
| Debt to assets | 18,3 % | 20,6 % | 24,6 % |
| Accounts receivable turnover (days) | 59 | 44 | 44 |
| Accounts payable turnover (days) | 56 | 35 | 29 |
| Revenue per employee (thousand euros) | 238 | 213 | 256 |
| Average number of full-time employees (group) | 920 | 809 | 794 |
Net profit margin: Net profit* / Revenue
Profit before taxes margin: Profit before taxes /
Revenue
Operating profit margin: Operating profit /
Revenue
Gross profit margin: Gross profit / Revenue
EBITDA margin: (Operating profit + Depreciation and
impairment charge) / Revenue
Return on equity: Net profit*/Avg equity during the
period*
Return on assets: Net profit* / Avg assets during the
period
Equity ratio: Owners equity* / Total assets
Current ratio: Current assets / Current
liabilities
Quick ratio: (Current assets - Inventories) / Current
liabilities
General expense ratio: General expenses /
Revenue
Gross remuneration ratio: Gross remuneration /
Revenue
Debt to assets: Interest-bearing liabilities / Total
assets
Accounts receivable turnover: Trade receivables /
Revenue x 365
Accounts payable turnover: Payables to supplies / Cost
of goods sold x 365
Revenue per employee: Revenue / Average number of
full-time employees
* attributable to equity owners of the parent
Employees and remuneration
The number of group's employees decreased by 6 (-0.7%) employees and as of 31.12.2011, the group had 917 employees.The gross remuneration paid to employees in 2011 amounted to EUR 16.7 million an increase of 4.4% compared to previous year. Salaries accounted for 84.6% of the gross remuneration, and performance-related pay accounted for 15.4%.
Change in structure
At the Supervisory Board meeting on December 2, 2011, the Supervisory Board and the Management Board of AS Merko Ehitus decided to change the management structure of the group and pursuant to the decision of the Supervisory Board of AS Merko Ehitus dated December 30, 2011 all the construction activities of the group in Estonia were transferred to AS Merko Ehitus Eesti as of 1 January 2012. The technical completion of the transaction is planned to be realised gradually during the first half of the year 2012. The objective of the changes is to separate the management of the group and the production activities in Estonia and to achieve more efficient distribution of resources between the business areas of the group.
After the completion of the changes, AS Merko Ehitus will operate as a holding company,who will not be carrying out any independent production activities and which holds the 100% participations of the construction companies AS Merko Ehitus Eesti, SIA Merks and UAB Merko Statyba, as well as the real estate development business unit of the group together with its companies that own real estate (incl. OÜ Woody, OÜ Constancia, OÜ Metsailu). The main activities of the holding company will be the development and implementation of the strategies of the different companies of Merko Ehitus group primarily through a long-term planning of resources.
As of 1 January 2012, the Chairman of the Management Board of AS Merko Ehitus will be Andres Trink. Viktor Mõisja and Alar Lagus will continue as Members of the Management Board of AS Merko Ehitus. The Supervisory Board of the company will continue in the same membership - Chairman of the Supervisory Board Toomas Annus and members Tõnu Toomik, Teet Roopalu, Indrek Neivelt and Olari Taal.
Members of the Supervisory and Management Board of AS Merko Ehitus
Supervisory Board
The general meeting of shareholders elects the Company's Supervisory Board. The Supervisory Board plans the Company's activities and arranges its management as well as performs supervision over the Management Board. The general meeting of shareholders, held on 28 June 2011, elected an additional member (Mr Toomas Annus) to the current Supervisory Board of AS Merko Ehitus. Thus, the Supervisory Board of AS Merko Ehitus now has 5 members.
Toomas Annus- Born on 5 October 1960. Finished Tallinn Technical School of Building and Mechanics and graduated from Tallinn University of Technology, majoring in industrial and civil engineering. Since 1987 the chairman of the Management Board of EKE MRK, the predecessor of Merko Ehitus, since 1991 the chairman of the Management Board of AS Merko Ehitus. In the years 1997-2008 and again from June 2011 the chairman of the Supervisory Board of AS Merko Ehitus.
Tõnu Toomik- Born on 8 March 1961. Finished Raatuse Gymnasium in Tartu (former Tartu Secondary School no. 3) and graduated from Tallinn University of Technology, majoring in industrial and civil engineering. From 1993, started to work as a project manager at AS Merko Ehitus. Between 1997-2008, was a member of the Management Board of AS Merko Ehitus, being responsible for the management and development of the Company. From August 2008, is the member of the Supervisory Board of AS Merko Ehitus.
Teet Roopalu- Born on 30 August 1949. Finished Tallinn Secondary School no. 10 (current Nõmme Gymnasium) and graduated from the Faculty of Economics of Tallinn University of Technology, majoring in construction economics and organisation. Has worked at construction companies, including as a director of finance, managed the economic activities in EKE (Estonian Collective Farm Construction) system as a chief economist, as a bank director and has also been involved in design work. Since November 2002, works at AS Merko Ehitus and is responsible for the Company's financial and legal areas. Is a member of the Supervisory Board of AS Riverito and those of several subsidiaries and associates of AS Merko Ehitus.
Indrek Neivelt- Born on 17 March 1967. Finished a mathematics and physics - biased class at Tallinna Secondary School no. 1 (current Gustav Adolf Gymnasium), graduated from Tallinn University of technology, majoring in civil engineering economics and management, and received his MBA in banking and finance from Stockholm University. Between 1991-2005, worked in various positions at Hansapank, over the last six years as the general director of the group and chairman of the Management Board. From 2005, is a Chairman of the Supervisory Board of Bank Saint Petersburg and is a member of supervisory boards of several entities. From October 2008, is member of the Supervisory Board of AS Merko Ehitus.
Olari Taal- Born on 7 August 1953. In 1971, finished Varstu Secondary School and in 1976, graduated as a civil engineer from Tallinn University of Technology. Has managed Tartu Elamuehituskombinaat (Tartu Housing Plant; Tartu Maja) and Eesti Hoiupank (Estonian Savings Bank). Has served the Republic of Estonia as the Minister of Construction, Minister of Economic Affairs, Minister of Internal Affairs and as a member of the 10th Riigikogu (Parliament of Estonia). From October 2008, Olari Taal is a member of the Supervisory Board of AS Merko Ehitus.
Management Board
The Management Board is the Company's governing body, which represents and manages the Company. The Management Board shall adhere to the lawful regulations of the Supervisory Board. The Management Board is under the obligation to act in most economically purposeful manner. At the Supervisory Board meeting on December 2, 2011, the Supervisory Board and the Management Board of AS Merko Ehitus decided to change the management structure of the group and as a result the Management Board of AS Merko Ehitus has 3 members as of January 1, 2012.
Andres Trink- Born on 1 February 1967. Finished the English-biased class of Pärnu Secondary School no. 1 with honours and graduated from Tallinn Technical University cum laude in the specialty of automated management systems. He has studied international business administration in Estonian Business School and graduated from the Advanced Management Program of the top managers of INSEAD University in France. Has been working in different leading positions in the private as well as public sector. Has been acting for the last 15 years in financial sector, including as the member of the management board of Hansabank Baltic banking. Since 1 January 2012 the chairman of the management board of AS Merko Ehitus, being responsible for starting the structure and strategic development of the new holding company. Also the chairman of the supervisory board of AS Merko Ehitus Eesti, SIA Merks and UAB Merko Statyba.
Alar Lagus- Born on 15 February 1969. Finished Rapla Secondary School and graduated from the Faculty of Chemistry of Tallinn University of Technology, majoring in organisation and technology of public catering. After graduation, worked in various positions at Hansapank. From 2004, works as a manager in the finance area and is responsible for the Company's financial and managerial accounting and investor relations.
Viktor Mõisja- Born on 6 January 1951. Graduated as a civil engineer from Tallinn University of Technology. Viktor Mõisja has worked at AS Merko Ehitus since the foundation of the Company and most of the time as a manager of the department of concrete works. From 21 December 2010, is a member of the Company's Management Board and his area of responsibility are quality management and supervision.
Construction market
Improvement of the economic environment of the Baltic countries in 2010 has had a positive impact on the construction market in 2011.Volumes of construction works completed by own forces have grown in all Baltic countries during the year. In Lithuania, construction works in the total volume of EUR 1.90 billion* were completed during 2011, meaning a growth of +27.4% compared to the previous year, including +40.1% in Q4. In Latvia, construction works by own forces were completed in the total volume of EUR 1.10 billion* during 2011, meaning annual growth of +11.7%, including an increase of +28.1% in Q4. In Estonia, the 4th quarter results of the construction market will be published on 29.02.2012. It is reasonable to expect continuation of the trends of the last quarters. During the first 9 months of 2011, construction works by own forces were completed in Estonia in the total volume of EUR 1.04 billion*, i.e. +25.0% compared to the result of the previous year (2011 Q3 respectively +31.8%).
* in current prices
The construction market in the next few quarters will be affected by the following trends:
Compared to the beginning of the year, the confidence of private clients in the region has declined, and because of that there is no interest in the construction of new buildings/structures. Estonia's transition to the euro has not boosted the activity of foreign investments in the region significantly; nor has it had the anticipated positive effect on the construction market. Now as before, most of the new construction contracts come from the public sector, funded out of the EU Structural Funds.
The few clients (the State and local governments) remaining on the market are enjoying their position, with requirements for contractors' warranties and payment terms toughening, the pressure on companies' circulating capital growing and the ability of companies to cope with the management of their liquidity and cash flows becoming ever more decisive.
Because of the high volatility of input costs, the budgeting of projects and their completion within planned costs remain challenging and entail further risk when construction contracts with fixed costs are performed. Whereas in the first half of the year the fast rise in construction costs was absorbed by contractors only, in the second half of the year the problem has reached the awareness of clients, too. Ever more often, clients are cancelling their invitations to tender, as submitted tenders to not match the budgets prepared in 2009/2010, and the means allocated for funding the projects are insufficient.
Construction of new flats, experiencing a surge of activity in Tallinn and Vilnius in the first half of the year, has clearly slowed down in the second half. The rapid rise in the costs of construction inputs outpacing the selling prices of apartments will pose a significant constraint on the launching of new residential construction projects and affect the supply of housing negatively. Due to the increased uncertainty in the economic environment, buyers of apartments have assumed a wait-and-see attitude, taking their time when making purchase decisions. Willingness by banks to finance development activities and end purchasers of housing is good in Lithuania and Estonia and satisfactory in Latvia.
Uncertainty on the money markets of Europe and the USA has shaken investors' confidence, and as a result a decline in the global demand for construction services may be expected. Due to the decline in demand, a cheapening of global inputs (steel and petroleum products) may be expected in the future, which may briefly improve the profitability of construction contracts already concluded. At the same time, this continued lack of clarity will pose a challenge to the growth prospects of the construction sector in the medium term.
Share and shareholders
Share information
ISIN
EE3100098328
Short name of the
security MRK1T
Stock Exchange
List
Baltic Main List
Nominal no
par value
Total no of securities
issued 17 700
000
No of listed
securities
17 700 000
Listing
date
11.08.2008
The shares of Merko Ehitus are listed in the main list of NASDAQ OMX Tallinn Stock Exchange. In 2011 3719 transactions with the shares of Merko Ehitus were performed in the course of which 1.1 million shares were traded and the total monetary value of transactions was EUR 8.0 million. The lowest share price was EUR 4.90 and the highest price was EUR 10.65 per share. The closing share price as of 31.12.2011 was EUR 5.40. AS Merko Ehitus market value as of 31.12.2011 was EUR 96 million.
| 31.12.2011 | 31.12.2010 | 31.12.2009 | |
| No. of shares, thousand pcs | 17 700 | 17 700 | 17 700 |
| Earnings per share (EPS), in euros | -0,75 | 0,07 | 0,42 |
| Equity per share, in euros | 6,21 | 7,05 | 7,68 |
| P/B (share price to equity per share) | 0,87 | 1,28 | 0,65 |
The main shareholders of AS Merko Ehitus as of 31.12.2011
| Number of shares | Percentage of total | |
| AS Riverito | 12 742 686 | 71,99% |
| ING Luxembourg S.A., clients | 974 126 | 5,50% |
| Skandinaviska Enskilda Banken Ab, clients | 777 718 | 4,39% |
| Ergo Pensionifond 2P2 | 171 679 | 0,97% |
| State Street Bank and Trust Omnibus Account a Fund No OM01 | 156 718 | 0,89% |
| Firebird Republics Fund Ltd | 139 054 | 0,79% |
| Gamma Holding OÜ | 137 957 | 0,78% |
| SEB Elu- ja Pensionikindlustus AS | 125 520 | 0,71% |
| Clearstream Banking Luxembourg S.A. clients | 107 330 | 0,61% |
| AS Midas Invest | 102 805 | 0,58% |
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
unaudited, in thousand euro
|
2011 12 months |
2010 12 months | |
| Revenue | 219 322 | 171 919 |
| Cost of goods sold | (222 928) | (159 105) |
| Gross profit (loss) | (3 606) | 12 814 |
| Marketing expenses | (2 104) | (2 193) |
| Administrative and general expenses | (7 909) | (8 724) |
| Other operating income | 1 611 | 961 |
| Other operating expenses | (296) | (478) |
| Operating profit (loss) | (12 304) | 2 380 |
| Financial income and expenses | (718) | (610) |
|
incl. financial income (expenses) from investments
into associates and joint ventures | (1 120) | (398) |
| financial income (expenses) from other long-term investments | 973 | - |
| interest expense | (1 149) | (908) |
| foreign exchange gain | 501 | 102 |
| other financial income (expenses) | 77 | 594 |
| Profit (loss) before tax | (13 022) | 1 770 |
| Corporate income tax expense | (406) | (710) |
| Net profit (loss) for current period | (13 428) | 1 060 |
| incl. equity holders of the parent | (13 356) | 1 229 |
| non-controlling interest | (72) | (169) |
| Other comprehensive income (loss) | ||
| Currency translation differences of foreign entities | 351 | 23 |
| Comprehensive income (loss) for the period | (13 077) | 1 083 |
| incl. equity holders of the parent | (13 005) | 1 252 |
| non-controlling interest | (72) | (169) |
|
Earnings per share for profit (loss) attributable
to equity holders of the parent (basic and diluted, in euros) | (0,75) | 0,07 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
unaudited, in thousand euros
|
2011 IV quarter |
2010 IV quarter | |
| Revenue | 65 931 | 45 650 |
| Cost of goods sold | (69 892) | (45 895) |
| Gross profit (loss) | (3 961) | (245) |
| Marketing expenses | (530) | (718) |
| Administrative and general expenses | (1 935) | (2 329) |
| Other operating income | 1 024 | (255) |
| Other operating expenses | (195) | (217) |
| Operating profit (loss) | (5 597) | (3 764) |
| Financial income and expenses | (293) | (340) |
| incl. financial income (expenses) from investments into subsidiaries | (14) | - |
|
financial income (expenses) from investments into
associates and joint ventures | (1 277) | (198) |
| financial income (expenses) from other long-term investments | 973 | - |
| interest expense | (393) | (250) |
| foreign exchange gain | 397 | 6 |
| other financial income (expenses) | 21 | 102 |
| Profit (loss) before tax | (5 890) | (4 104) |
| Corporate income tax expense | (168) | 24 |
| Net profit (loss) for current period | (6 058) | (4 080) |
| incl. equity holders of the parent | (6 027) | (3 972) |
| non-controlling interest | (31) | (108) |
| Other comprehensive income (loss) | ||
| Currency translation differences of foreign entities | 328 | (13) |
| Comprehensive income (loss) for the period | (5 730) | (4 093) |
| incl. equity holders of the parent | (5 699) | (3 985) |
| non-controlling interest | (31) | (108) |
|
Earnings per share for profit (loss) attributable
to equity holders of the parent (basic and diluted, in euros) | (0,34) | (0,22) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
unaudited, in thousand euros
