Carve-Out Financial Statements of Caverion Group for the Years Ended December 31, 2012, 2011 and 2010
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Caverion, Carve-out financial statements, IFRS Carve-out Financial Statements of Caverion Group for the years ended December 31, 2012, 2011 and 2010 CONTENTS Combined income statement Combined statement of comprehensive income Combined balance sheet Combined cash flow statement Combined statement of changes in invested equity Notes to the carve-out financial statements 1 Accounting principles for the carve-out financial statements 2 Segment information 3 Acquisitions 4 Disposals 5 Long-term contracts 6 Other operating income 7 Other operating expenses 8 Depreciation, amortisation and impairments 9 Employee benefit expenses 10 Research and development expenses 11 Financial income and expenses 12 Income taxes 13 Tangible assets 14 Intangible assets 15 Investments in associated companies 16 Available for sale investments 17 Non-current receivables 18 Deferred tax receivables and liabilities 19 Inventories 20 Trade and other receivables 21 Cash and cash equivalents 22 Employee benefit obligations 23 Provisions 24 Borrowings 25 Trade and other payables 26 Derivative instruments 27 Financial assets and liabilities by category 28 Financial risk management 29 Operating leases 30 Commitments and contingent liabilities 31 Subsidiaries 32 Related party transactions 33 Assets held for sale and related liabilities 34 Subsequent events after the balance sheet date Signatures Caverion, Carve-out financial statements, IFRS Combined income statement EUR million Note 2012 2011 2010 Revenue 2,4,5 2,803.2 2,875.7 2,352.8 Other operating income 6 12.3 6.3 4.1 Change in inventories of finished goods and in work in progress -0.6 1.7 -0.7 Production for own use 0.3 0.2 0.6 Materials and supplies -799.8 -920.8 -720.9 External services -468.8 -459.5 -332.3 Personnel expenses 9 -1,127.3 -1,091.2 -949.0 Other operating expenses 7 -333.9 -287.0 -237.6 Share of results in associated companies 15 0.0 0.0 0.0 Depreciation, amortisation and impairment 8 -24.2 -20.3 -18.0 Operating profit 61.2 105.0 99.0 Financial income 1.9 1.6 1.1 Exchange rate differences (net) -0.3 -0.1 -0.2 Financial expenses -5.2 -4.5 -4.5 Financial income and expenses, total 11 -3.6 -3.0 -3.6 Profit before taxes 57.6 102.0 95.4 Income taxes 12 -16.7 -29.0 -29.5 Profit for the year 40.9 73.0 65.9 Attributable to Equity holders of Caverion Group 40.8 72.9 65.9 Non-controlling interests 0.1 0.1 0.0 The notes are an integral part of the carve-out financial statements. Caverion, Carve-out financial statements, IFRS Combined statement of comprehensive income EUR million Note 2012 2011 2010 Profit for the year 40.9 73.0 65.9 Other comprehensive income Cash flow hedging 28 -0.1 0.0 -0.1 - Deferred tax asset 0.0 0.0 0.0 Change in fair value of available-for-sale assets 16 -0.4 0.5 - Deferred tax asset 0.1 -0.1 Translation differences 3.9 0.6 12.1 Total comprehensive income 44.5 74.0 77.9 Attributable to Equity holders of Caverion Group 44.4 73.9 77.9 Non-controlling interests 0.1 0.1 0.0 The notes are an integral part of the carve-out financial statements. Caverion, Carve-out financial statements, IFRS Combined balance sheet December December December EUR million Note 31, 2012 31, 2011 31, 2010 ASSETS Non-current assets Tangible assets 13 31.8 34.7 38.5 Goodwill 14 335.7 336.6 340.0 Other intangible assets 14 39.0 32.8 32.0 Investments in associated companies 15 0.1 0.1 0.1 Available-for-sale financial assets 16 2.5 2.9 2.4 Receivables 17 15.6 18.2 15.3 Deferred tax receivables 18 5.5 8.7 6.6 Total non-current assets 430.2 434.0 434.9 Current assets Inventories 19 39.0 37.5 37.7 Trade and other receivables 3, 20 774.7 794.2 683.2 Tax receivables 4.7 2.8 3.7 Cash and cash equivalents 21 100.8 155.4 106.2 Total current assets 919.2 989.8 830.8 Assets held for sale 33 19.8 TOTAL ASSETS 1,349.4 1,423.8 1,285.5 The notes are an integral part of the carve-out financial statements. Caverion, Carve-out financial statements, IFRS Combined balance sheet December December December EUR million Note 31, 2012 31, 2011 31, 2010 INVESTED EQUITY AND LIABILITIES Invested equity attributable to the equity holders of Caverion Group 413.1 449.5 305.3 Non-controlling interest 0.6 0.5 0.4 Total invested equity 413.7 450.0 305.7 Non-current liabilities Deferred tax liabilities 18 78.0 70.0 59.8 Pension obligations 22 26.7 26.2 26.6 Provisions 23 6.9 9.9 13.0 Borrowings 24 75.6 90.3 88.0 Other liabilities 25 4.6 6.1 5.8 Total non-current liabilities 191.8 202.5 193.2 Current liabilities Trade and other liabilities 25 697.8 715.6 709.9 Income tax liabilities 7.4 13.4 11.6 Provisions 23 23.3 25.8 27.8 Borrowings 24 15.4 16.5 20.1 Total current liabilities 743.9 771.3 769.4 Liabilities of assets held for sale 33 17.2 Total liabilities 935.7 973.8 979.8 TOTAL INVESTED EQUITY AND LIABILITIES 1,349.4 1,423.8 1,285.5 The notes are an integral part of the carve-out financial statements. Caverion, Carve-out financial statements, IFRS Combined cash flow statement EUR million Note 2012 2011 2010 Cash flow from operating activities Profit for the year 40.9 73.0 65.9 Adjustments for: Depreciation, amortisation and impairment 24.2 20.3 18.0 Other adjustments for non-cash transactions -12.3 -5.3 -1.2 Financial income and expenses 3.6 3.0 3.6 Gains/losses on the sale of tangible and intangible assets -2.5 -5.5 0.0 Taxes 16.7 29.0 29.5 Total adjustments 29.7 41.5 49.9 Change in working capital: Change in trade and other receivables 44.1 -103.1 -65.3 Change in inventories 0.4 0.4 -3.2 Change in trade and other payables -40.9 -1.7 -23.0 Total change in working capital 3.6 -104.4 -91.5 Interest paid -5.0 -5.0 -5.4 Other financial items, net -3.3 -0.9 -0.3 Interest received 1.3 0.9 0.6 Dividends received 0.0 0.1 0.1 Taxes paid -17.9 -20.0 -19.1 Net cash generated from (used in) operating activities 49.3 -14.8 0.2 Cash flow from investing activities Acquisition of subsidiaries and business operations, net of cash 3 -7.3 -8.9 -35.2 Purchases of property, plant and equipment 13 -5.7 -5.3 -1.2 Purchases of intangible assets 14 -0.9 -0.8 -0.3 Disposals of subsidiaries and operations, net of cash 4 5.9 Proceeds from sale of tangible and intangible assets 4.4 0.5 4.0 Proceeds from sale of available-for-sale financial assets 0.7 2.7 0.1 Net cash used in investing activities -8.8 -5.9 -32.6 Operating cash flow after investments 40.5 -20.7 -32.4 Cash flow from financing activities Proceeds from borrowings 24 35.0 Repayment of borrowings 24 -15.0 -36.2 -19.4 Change in current liabilities, net 24 -1.4 -28.6 Payments of financial leasing debts -0.5 -0.9 -0.1 Equity financing with YIT Group, net -81.9 70.0 47.3 Net cash used in financing activities -97.4 66.5 -0.8 Net change in cash and cash equivalents -56.9 45.8 -33.2 Cash and cash equivalents at the beginning of the year 154.5 106.2 136.1 Foreign exchange rate effect on cash and cash equivalents 3.1 2.5 3.3 Cash and cash equivalents at the end of the year 21 100.8 154.5 106.2 The notes are an integral part of the carve-out financial statements. Caverion, Carve-out financial statements, IFRS Combined statement of changes in invested equity Attributable to equity holders of Caverion Group Cumulative Fair Non- Total Invested translation value controlling invested EUR million equity differences reserve Total interest equity Invested equity January 1, 2012 445.6 3.8 0.2 449.5 0.5 450.0 Comprehensive income Profit for the year 40.8 40.8 0.1 40.9 Other comprehensive income: Cash flow hedges -0.1 -0.1 -0.1 - Deferred tax 0.0 0.0 0.0 Change in fair value of available-for-sale assets -0.4 -0.4 -0.4 - Deferred tax 0.1 0.1 0.1 Change in translation differences 3.9 3.9 3.9 Comprehensive income, total 40.8 3.9 -0.3 44.4 0.1 44.5 Related party transactions Share-based incentive schemes 1.0 1.0 1.0 Equity transactions with YIT Group -81.9 -81.9 -81.9 Related party transactions, total -80.9 0.0 0.0 -80.9 0.0 -80.9 Invested equity December 31, 2012 405.5 7.7 -0.1 413.1 0.6 413.7 Attributable to equity holders of Caverion Group Cumulative Fair Non- Total Invested translation value controlling invested EUR million equity differences reserve Total interest equity Invested equity January 1, 2011 300.7 4.9 -0.2 305.3 0.4 305.7 Comprehensive income Profit for the year 72.9 72.9 0.1 73.0 Other comprehensive income: Cash flow hedges 0.0 0.0 0.0 - Deferred tax 0.0 0.0 0.0 Change in fair value of available-for-sale assets 0.5 0.5 0.5 - Deferred tax -0.1 -0.1 -0.1 Change in translation differences 1.7 -1.1 0.6 0.6 Comprehensive income, total 74.6 -1.1 0.4 73.9 0.1 74.0 Related party transactions Share-based incentive schemes 0.3 0.3 0.3 Equity transactions with YIT Group 70.0 70.0 70.0 Related party transactions, total 70.3 0.0 0.0 70.3 0.0 70.3 Invested equity December 31, 2011 445.6 3.8 0.2 449.5 0.5 450.0 Caverion, Carve-out financial statements, IFRS Attributable to equity holders of Caverion Group Cumulative Fair Non- Total Invested translation value controlling invested EUR million equity differences reserve Total interest equity Invested equity January 1, 2010 185.0 -5.0 -0.1 179.9 0.4 180.3 Comprehensive income Profit for the year 65.9 65.9 0.0 65.9 Other comprehensive income: Cash flow hedges -0.1 -0.1 -0.1 - Deferred tax 0.0 0.0 0.0 Change in translation differences 2.2 9.9 12.1 12.1 Comprehensive income, total 68.1 9.9 -0.1 77.9 0.0 77.9 Related party transactions Share-based incentive schemes 0.3 0.3 0.3 Equity transactions with YIT Group 47.3 47.3 47.3 Related party transactions, total 47.6 0.0 0.0 47.6 0.0 47.6 Invested equity December 31, 2010 300.7 4.9 -0.2 305.3 0.4 305.7 The notes are an integral part of the carve-out financial statements.