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BOARD OF DIRECTORS’ REPORT |
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Apetit is a Finnish food industry company firmly rooted in Finnish primary production. Its product groups include frozen vegetables and frozen ready meals and vegetable oils. The company is also active in the Finnish and international grain, oilseeds and feed raw-materials markets. |
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The Group’s businesses and reporting segments are Food Solutions, Oilseed Products and Grain Trade. In addition to the three reporting segments, Apetit will report Group Functions, consisting of the expenses related to Group management, strategic projects and listing on the stock exchange that are not allocated to the three business segments. |
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The Food Solutions segment consists of Apetit Ruoka Oy. Avena Nordic Grain Oy and its subsidiaries are responsible for Grain Trade and Oilseed Products. The result of the associated company Sucros Ltd is reported below the operating profit. |
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Apetit’s shares have been quoted on Nasdaq Helsinki since 1989, and the company is domiciled in Säkylä. |
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PROFIT AND FINANCIAL POSITION |
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Net sales and profit of continuing operations |
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Net sales in January–December were EUR 283.9 (292.9) million. Operating profit was EUR 2.8 (3.9) million. The operating profit includes capitalisation of fixed costs arising from harvest time production and a change in grain stocks in the amount of EUR 0.3 (-0.1) million. |
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The share of the profit of the associated company Sucros was EUR 0.4 (0.3) million in January–December. |
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Financial income and expenses totalled EUR -0.4 (-0.5) million. |
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The profit before taxes was EUR 2.9 (3.7) million, and taxes on the profit for the period came to EUR -0.5 (-0.6) million. Profit for the period came to EUR 2.4 (3.1) million, and earnings per share amounted to EUR 0.38 (0.49). |
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Cash flows, financing and balance sheet |
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Apetit Group’s balance sheet position remained strong in terms of the equity ratio as well as liquidity. |
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The consolidated cash flow from operating activities amounted to EUR 5.0 (26.8) million in January–December. The impact of the change in working capital was EUR -3.7 (17.3) million. The effect of seasonality on the change in working capital is presented under the heading Seasonality of operations. |
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The net cash flow from investing activities was EUR -6.3 (-8.9) million. The cash flow from financing activities came to EUR 7.7 (-19.7) million, including EUR 12.1 (-15.3) million in net loan repayments and EUR -3.1 (-2.8) million in dividend payments. |
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At the end of the period, the Group’s interest bearing liabilities amounted to EUR 32.3 (21.7) million and liquid assets to EUR 7.5 (1.1) million. Net interest-bearing liabilities totalled EUR 24.8 (20.6) million. |
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The consolidated balance sheet total stood at EUR 157.1 (142.8) million. At the end of the review period, equity totalled EUR 93.3 (95.0) million. The equity ratio was 59.4 (66.5) per cent, and gearing was 26.6 (21.7) per cent. The Group’s liquidity is managed by committed credit facilities, fixed loans and a commercial paper programme. At the end of the period, the available credit facilities amounted to EUR 29 (29) million. The total of commercial papers issued stood at EUR 28.0 (15.0) million. |
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OVERVIEW OF OPERATING SEGMENTS |
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Food solutions |
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Net sales in the Food Solutions segment amounted to EUR 61.5 (60.1) million in January–December. Operating profit was EUR 5.9 (5.0) million. |
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Investment for the period totalled EUR 2.0 (2.9) million and was mainly associated with production efficiency improvements in Säkylä and the renewal of the pizza production line in Pudasjärvi. |
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Oilseed products |
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Net sales in the Oilseed Products segment were EUR 88.1 (65.8) million in January–December. Operating profit was EUR 2.0 (2.0) million. |
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Investment for the period totalled EUR 3.7 (4.7) million and was mainly associated with the construction of the bioenergy plant at the Kantvik vegetable oil milling plant. |
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Grain trade |
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Net sales in the Grain Trade segment were EUR 164.5 (194.3) million in January–December. Operating profit was EUR -3.0 (0.1) million. |
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Investment for the period totalled EUR 0.0 (0.1) million. |
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IMPACTS OF THE COVID-19 PANDEMIC ON APETIT’S BUSINESSES |
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In Apetit Group, the impacts of the COVID-19 pandemic vary by business. Thanks to its proactive and systematic approach, Apetit has been able to maintain normal operations throughout the pandemic. |
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Food solutions |
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The COVID-19 pandemic has affected the Food Solutions business the most. The retail demand for food increased substantially when the exceptional situation began in spring 2020. The sales of consumer products were exceptionally high for a time in the early stages of the COVID-19 pandemic, with demand levelling off subsequently. |
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In the Food Service sector, demand has been significantly lower than usual since the start of the pandemic as restaurants and other public services, such as schools and day-care centres, have, from time to time, operated at a smaller scale than normal. Demand in the Food Service channel has gradually picked up since late spring 2021 but has still remained below the pre-pandemic level. |
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Oilseed products |
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During the pandemic, the demand for vegetable oils has grown particularly in the retail segment. In the professional food service sector, the demand for vegetable oils returned to the pre-pandemic level in the second quarter of 2021. |
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Grain trade |
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In the Grain Trade business, the COVID-19 pandemic has only had a minor impact, mainly in the form of increased market volatility in the early stages of the pandemic. |
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Apetit aims to anticipate the business impacts of the pandemic to the greatest extent possible and consider the impacts of various scenarios on the Group’s operations in the short term as well as the long term. |
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APETIT’S MEASURES RELATED TO THE COVID-19 PANDEMIC |
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Apetit’s goal during the COVID-19 pandemic has been to ensure the health of employees, customers and other
stakeholders while ensuring the undisrupted continuation of The COVID-19 pandemic has affected the Food Solutions business the most. The retail demand for food increased substantially when the exceptional situation began in spring 2020. The sales of consumer products were exceptionally high for a time in the early stages of the COVID-19 pandemic, with demand levelling off subsequently. To this end, the production units and other operations have implemented various arrangements to minimise interaction between employees and with outside parties, increased the use of personal protective equipment, further improved hygiene standards at various work areas and instructed office employees to work remotely. |
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Apetit ensures the functioning of the food supply chain by complying with the guidelines issued by the authorities and by preparing for both exceptional and normal operating conditions in its businesses. The precautionary measures take into account all of the key functions in the company’s value chain, such as raw material sourcing and the procurement of materials as well as production and logistics, customer cooperation, sales and support functions. During the COVID- 19 pandemic, the Finnish food supply chain has proved its resilience and functionality even under difficult and exceptional circumstances. This has led to a marked increase in the visibility and appreciation of domestic food production. |
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VALUE CREATION AT APETIT |
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Apetit’s ability to create value is based on strong integration with Finnish primary production, the unique value chain, strong and attractive brands and products, continuous improvement of operational efficiency, and sustainable actions at every stage of the value chain. |
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Apetit’s value creation model is described in more detail in its annual report. |
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STRATEGY |
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Strategy period 2020–2022 |
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Apetit Plc published its strategy for 2020–2022 in May 2020. A key feature of the renewed strategy is strengthening the existing unique value chain that has a strong foundation in Finnish primary production. The operations of the strategy period aim towards the objective of building Apetit into a successful Finnish company focusing on plant-based food products. |
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In its strategy, Apetit focuses on utilising its existing strengths and strengthening them further in all of its business areas. A key factor in everything Apetit does is ensuring future success. |
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Apetit has identified the phenomena in the operating environment that both steer and support the company’s strategy and its implementation: The demand for plant- based food products is on the increase. As culinary trends, making daily life easier, well-being and the origin of food are highlighted further. In addition, the frozen foods market will grow. In the big picture, climate change will increase extreme weather phenomena and seasonal variations in harvest. Climate-responsible everyday actions are emphasised in the building of a sustainable food supply chain through different value chains. |
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Strategic focus areas and key measures in 2021 |
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Optimising core business functions |
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We will improve process efficiency in all of our operations. We will scale our operations in relation to the company’s existing size. We will improve resource efficiency through partnerships. We will develop our trading ability in the grain trade. |
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Key measures in 2021: |
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• Commissioning of the bioenergy plant at the Kantvik vegetable oil milling plant in Kirkkonummi. |
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• Investments to improve production and material efficiency at the Säkylä plant. |
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• Agreement on selling the Baltic operations of the Grain Trade business to Scandagra Group, which is a leading agriculture company in the Baltic countries. |
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Strong foothold in Sweden |
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We will strengthen the Swedish market as the primary focus area of food exports. We will ensure and deepen our existing customer relationships and also build new customer relationships. We will develop and expand our market-specific product portfolio. We will build appropriate partnerships for other selected markets. |
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Key measures in 2021: |
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• Expansion of the Apetit product selection in ICA, the largest retail chain in Sweden. |
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• New retail customers in Sweden. |
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• Strengthening of partnerships and product launches in other markets. |
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• Systematic increase of the total export volume. |
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Growth from plant-based added value products |
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We will increase the sales of our existing product portfolio and expand our customer base. We will expand to new product segments. We will strengthen our commercial position in the Food Service channel. We will create a model for the commercialisation of the rapeseed protein ingredient. |
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Key measures in 2021: |
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• Continuous development of new plant- and fish-based products and product groups. |
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• Launch of a new product group: the Meal Bowl ready meals to shops’ frozen food sections. |
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• Expansion of the local fish product family: the launch of Baltic Sea Fish Fingers. |
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• Launch of the small-scale production of the rapeseed protein ingredient. |
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Developing farming partnerships |
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Food Solutions: We will expand contract farming in pea and possible new plants. We will improve the preconditions for farming by developing cultivation measures, soil fertility and plant protection measures, among other things. We will make use of new opportunities, such as carbon farming. |
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Oilseed Products: We will deepen our contract farming model to ensure the availability of Finnish raw materials. |
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Grain Trade: We will become the farmer’s primary partner by developing logistics solutions and utilising selected partnerships. |
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Key measures in 2021: |
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• Active participation in the Räpi experimental farm’s projects promoting soil fertility and carbon sequestration. |
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• Increase in oilseed plant contract farming in accordance with the set objective. |
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• Continuous cooperation with growers: advice and training. |
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Sustainable actions |
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We will promote cultivation development and implement new sustainable cultivation methods. We will provide new diverse alternatives to increase plant-based and sustainable eating. We will make sustainability an even more intertwined part of all of our operations. We will decrease the Group’s environmental and climate impacts in accordance with set objectives. |
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Key measures in 2021: |
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• Publication of an updated corporate responsibility programme and targets. |
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• Calculation of the carbon footprint of domestic rapeseed oil. |
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• Development and standardisation of the Group’s carbon footprint calculation to comply with the GHG Protocol (Scope 3). |
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Financial objectives |
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EBITDA will be EUR 14 million in 2022 (continuing operations in 2019 EUR 0.8 million) |
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Return on capital employed (ROCE %) > 8% (2019: -4.0%) |
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The realisation of set strategic objectives is based on regular harvest development and systematic execution of strategic measures. The company is open to corporate transactions that are in line with its strategy. |
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INVESTMENT |
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The Group’s investment in non-current assets came to EUR 6.6 (7.8) million and was divided as follows: investment in Food Solutions totalled EUR 2.0 (2.9) million, in Oilseed Products EUR 3.7 (4.7) million, in Grain Trade EUR 0.0 (0.1) million and in Group Functions EUR 0.9 (0.1) million. |
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PERSONNEL |
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Apetit’s personnel strategy focuses on creating a safe and encouraging work atmosphere, enabling inspiring and goal- oriented leadership, developing competence, creating a bold corporate culture that enables experiments and improving the company’s employer image. |
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At Apetit, occupational safety culture is developed in line with the principle of continuous improvement. The key measures taken in 2021 to improve occupational safety were active and inclusive occupational safety communications and incident investigation as well as systematic safety observation practices. |
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In 2021, there were 18 (18) occupational accidents that led to at least a one-day absence. The accident frequency rate was 20 (28). Commuting accidents are also included in occupational accidents. Apetit aims for zero accidents. The occupational accident statistics include both blue-collar and white-collar employees. |
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Apetit seeks to reduce sickness absences. In 2021, the sickness absence rate among production employees was 7.4 (5.8) per cent. The sickness absence rate is the sickness absence time in relation to the theoretical regular working time. |
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Apetit monitors well-being at work and employee satisfaction by means of a Group-wide well-being at work survey, for example. In the survey, the personnel assess their experiences of personal well-being at work, the work atmosphere, safety at work, social support and supervisory work. The average result of the Työvire survey conducted in 2021 was 4.0 (3.9). The next survey will be conducted in March 2022. |
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In January–December 2021, the continuing operations had 337 (343) employees in full-time equivalents. Apetit Group had 346 (345) employees at the end of December, including all types of employment. The number of employees at Apetit’s Säkylä plant varies during the year based on the harvest seasons. |
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The salaries and other remuneration paid to the employees in 2021 amounted to EUR 16.0 (16.9) million. |
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Aspects related to personnel are discussed in more detail in the People section of Apetit’s annual report. |
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HUMAN RIGHTS AND THE PREVENTION OF CORRUPTION AND BRIBERY |
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Apetit requires its employees and partners to comply with its Code of Conduct. Apetit ensures the fair and equal treatment of employees by operating in line with the principles of its equality plan. |
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Apetit’s Code of Conduct prohibits the acceptance of direct or indirect bribes, as well as other benefits that can be regarded as bribes to acquire or maintain business operations. Apetit’s employees are required to familiarise themselves and comply with the Code of Conduct and report any deviations from the Code of Conduct via a designated whistleblowing channel. No reports were submitted via the whistleblowing channel in 2021. |
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In addition, Apetit’s employees must not seek to ensure favourable decisions or services from the authorities through illegal means. Apetit’s employees must also avoid situations that are in conflict or may be construed to be in conflict with the personal and business interests of the employee. Apetit provides training on the key principles of competition legislation to all office employees to ensure fair and transparent competition on the market. |
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Apetit’s operating policy and ethical principles are supplemented by its ethical requirements for suppliers, which cover aspects related to laws and regulations, the environment, business ethics, forced and child labour, discrimination and oppression, the work environment and social conditions. |
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No human rights violations or corruption or bribery cases were reported in 2021. |
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RESEARCH AND DEVELOPMENT |
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The Group’s research and development costs were EUR 1.0 (1.0) million, or 0.4% (0.4%) of net sales. In addition, EUR 0.1 (0.2) million in product development costs was capitalised on the balance sheet during the financial year in relation to the development of the rapeseed ingredient. |
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In the Food Solutions business, research and development operations were mainly related to developing new products and creating cooperation networks that support operations. |
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Apetit is improving its products and creating brand new products to provide easy, delicious plant-based food solutions for different meal situations for people who value food that tastes good, is healthy and is produced responsibly. New products are developed to match market-specific preferences and nutritional recommendations, and for convenient everyday meals. |
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Vegetables, vegetable oils and whole grains are an important part of a healthy diet. In its products, Apetit pays special attention to attractive appearance and good taste, in addition to nutritional values, as only food that is actually eaten is nourishing. |
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In the Oilseed Products business, the company focused on increasing in-depth research and development. The project to enhance the added value of rapeseed as a raw material continued, with Business Finland participating in its funding. The purpose has been to develop an entirely new ingredient with high nutritional content for the international food market. |
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In December 2020, the European Commission granted a novel food authorisation for Apetit’s rapeseed ingredient, the BlackGrain from Yellow Fields rapeseed powder. In 2021, Apetit continued to assess options related to the commercialisation of the ingredient and to develop new rapeseed-based ingredients. |
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The small-scale production of the rapeseed ingredient started in autumn 2021. The small-scale production makes it possible to deliver BlackGrain for customer samples and test runs as well as to the first customers. BlackGrain was used for the first time in a commercial product in early 2022 as Apetit Vegetable Ball was launched for the HoReCa market. |
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The strategic goals of the Oilseed Products business also include increasing the cultivation of oilseed plants in Finland. The achievement of this goal was promoted in many ways. |
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Apetit carries out cultivation research and development operations on its experimental farm in Köyliö with the aim of securing the outdoor cultivation of vegetables by taking proactive measures to adjust cultivation methods in response to a changing environment and by providing farmers with the latest information and expertise. Through these operations, Apetit is looking for alternatives to chemical pesticides and seeking ways to improve soil fertility and promote carbon sequestration, for example. Research topics include optimised crop rotation, the use of mulch films and insect nets, drip irrigation and drip fertilisation and mechanical weed separation. In addition to in house research and development activities, Apetit participates in selected research projects and development programmes coordinated by various partners. |
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In 2021, the Räpi experimental farm had ongoing research projects to explore ways to improve natural soil fertility, especially from the point of view of vegetable cultivation. Research is carried out together with the Natural Resources Institute Finland and Pyhäjärvi Institute. The projects under way will provide more practical ways to promote soil fertility and mitigate nutrient runoffs as well as research data on the potential of using soil amendments and green manure. |
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The Natural Resources Institute Finland’s Fertile vegetable soil (VIIVI) project started on Räpi’s fields in April. During the project, grain, spinach and swede is grown on the Räpi field parcel dedicated to the project. |
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Pyhäjärvi Institute’s BioEväät project is carried out on the Räpi farm for the second year. The aim of the project is to provide farmers with new methods to improve soil fertility and water resource management. One of the measures taken on the research parcel of the Räpi experimental farm is the application of zero fibre, a side stream of the forest industry, to reduce nutrient runoff and improve soil fertility. |
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Apetit is also involved in the Green Future of Satakunta project coordinated by Pyhäjärvi Institute, which aims, among other things, to develop the cultivation of domestic cauliflower and pulses. Domestic pulses will also be tested in diverse ways in Apetit’s product development. |
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ENVIRONMENT |
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Apetit Group’s operations are guided by its operating policy and ethical principles, the goals of which include responsible environmental management and the management of environmental impacts. The Group’s environmental management system complies with the ISO 14001 standard in the Food Solutions business. |
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The goal is efficient and safe production that is in harmony with the environment. The environmental impacts of Apetit’s Food Solutions business are related to energy and water consumption and the treatment of process side streams and waste. In the Oilseed Products business, environmental impacts are mainly related to energy consumption and the bleaching clay used in processing. The company uses a chemical-free mechanical method for vegetable oil milling. In addition, all operations generate a certain amount of packaging waste. Environmental impacts also arise from storage, transport and buildings. Apetit is committed to continuous improvement with regard to environmental issues. |
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Apetit participates in the Energy Efficiency Agreement system of Finnish industries and has committed to implementing the Food and Drink Industry Action Plan. The target for improving energy use in the food industry is 7.5 per cent for the 2017–2025 agreement period. In 2021, Apetit’s energy consumption was 0.4 (0.5) MWh per tonne produced. |
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As part of improving its energy efficiency and increasing its use of renewable energy, Apetit commissioned the bioenergy plant built in conjunction with its vegetable oil milling plant in Kirkkonummi. The bioenergy plant replaced the previous energy solution that used non-renewable fuels and significantly reduces the Group’s CO2 emissions. |
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All of the electricity used by Apetit Group’s production facilities has been generated from renewable energy sources starting from 1 April 2020. The use of energy produced with renewable natural resources and the development of energy efficiency have reduced the carbon footprint of Apetit Group’s Scope 1&2 emissions by 56 per cent from 2019. |
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All of Apetit’s production facilities that are required to have an environmental permit are in possession of a current permit. During the year, there were no interruptions or accidents with significant environmental impacts at the production facilities. |
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In accordance with the decision of the Vaasa Administrative Court of 30 December 2021, the environmental permit of Apetit’s Säkylä plant remains unchanged. In its decision, the Administrative Court requires Apetit to submit a report to the state environmental permit authority by 31 December 2026, which must examine the conditions of the wastewater treatment plant, required for achieving a good treatment result, as well as explain the reasons for exceeding limit values, if any, and for insufficient treatment efficiency. Based on the report, the permit authority may specify permit regulations or supplement Apetit’s environmental permit. |
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The company is not aware of any significant individual environmental risks on the balance sheet date. The Group’s environmental costs were EUR 1.4 (1.0) million, or 0.5 (0.3) per cent of net sales. |
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Environmental aspects are discussed in more detail in Apetit’s corporate responsibility report. |
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SEASONALITY OF OPERATIONS |
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In accordance with the IAS 2 standard, the historical cost of inventories includes a systematically allocated portion of the fixed production overheads. With production focusing on harvest time, raw materials are mainly processed into finished products during the second half of the year. This means that more fixed production overheads are recognised on the balance sheet in the second half of the year than during the first half of the year. Due to this accounting practice, most of the Group’s annual profit is accrued during the second half of the year. The seasonal nature of profit accumulation is most marked in the Food Solutions segment and in the associated company Sucros, where production reflects the crop harvesting season. |
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Harvesting seasons also cause seasonal variation in the amount of working capital tied up in operations. Working capital tied up in Grain Trade and Oilseed Products is at its highest towards the end of the year and decreases to its lowest in the summer before the next harvest season. As production in the Food Solutions segment is also seasonal and follows the harvest period, the working capital tied up in operations is at its highest around the turn of the year in that segment. |
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Net sales in Grain Trade vary from one year and quarter to the next, even quite considerably, being dependent on the demand and supply situation and on the price level in Finland and other markets. |
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MANAGING CORPORATE RESPONSIBILITY |
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Apetit’s operations are based on the company’s values, vision and mission. Its sustainability work is guided by its strategy, operating policy and Code of Conduct, as well as its procurement principles, which are based on the UN Global Compact initiative. Apetit is committed to compliance with the laws and other regulations of its countries of operation. |
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Apetit seeks to treat all of its stakeholders equally. Continuous interaction with stakeholders, as well as an attentiveness to their needs and wishes, is one of the cornerstones of the company’s sustainable operations. |
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Apetit builds its operations around domestic raw materials and sustainable practices. At Apetit, corporate responsibility covers the continuous improvement of operations throughout the value chain, from the cultivation and procurement of raw materials and production to customers and ultimately to consumers. Through its actions, Apetit wants to increase the well- being of both the environment and people. The idea is also part of the company’s mission: Good food for everyone. Locally. |
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“Sustainable actions” is one of Apetit’s strategic focus areas: We will promote cultivation development and implement new sustainable cultivation methods. We will provide new diverse alternatives to increase plant-based and sustainable eating. We will make sustainability an even more intertwined part of all of our operations and decrease the Group’s environmental and climate impacts in accordance with set objectives. |
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Apetit seeks to understand the impact of its operations on people, society and the environment as comprehensively as possible. In cooperation with its key stakeholders, Apetit implemented an extensive process to determine the content of its corporate responsibility. This includes the most material aspects of its corporate responsibility for the systematic collection of key figures and information to continuously develop sustainable operations. The material themes of corporate responsibility were last updated in late 2020 on the basis of a stakeholder survey. |
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More information about Apetit’s corporate responsibility is available in the corporate responsibility report. Apetit reports on its sustainable operations in accordance with the Core option of the Global Reporting Initiative (GRI) standards. |
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RISKS, UNCERTAINTIES AND RISK MANAGEMENT |
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The Board of Directors of Apetit Plc has confirmed the Group’s risk management policy and principles. All Group companies and business units regularly assess and report the risks related to their operations and the adequacy of controls and risk management methods. The risk assessments support the strategy work and decision-making and serve to ensure that sufficient measures are taken to control risks. The risk management framework, policies and principles are assessed and developed regularly. |
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Apetit Group’s risks are divided into strategic, operational, financial and hazard risks. The Group’s most significant strategic risks are related to the success of the development of its business portfolio in line with its strategy, and to changes in the Group’s business sectors and customer relationships. |
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The main operational risks concern the availability of raw materials, the time lags between purchasing and sale or use, and fluctuations in raw material prices. Price risk management is particularly important in Grain Trade and Oilseed Products. The prices of grains and oilseeds are determined in the world market. In Grain Trade and Oilseed Products, limits are defined for open price risks. |
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The Group operates in international markets and is thus exposed to currency risks arising from changes in exchange rates. Under normal circumstances, currency risks are low. Financial risk management is discussed in more detail in Note 25 to the Financial Statements. |
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Fire, serious process disruptions, and defects in raw materials or final products affecting food safety can lead to major property damage, losses from production interruptions, liabilities and other indirect adverse effects on the company’s operations. The Group companies guard against these risks by evaluating their processes through internal control and other systems and by taking corrective action where necessary. Insurance policies are used to cover all risks for which insurance can be justified on financial or other grounds. |
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The assessment of Apetit’s most significant risks also covers significant non-financial risks. In addition, Apetit has identified risks related to the themes presented below, regardless of whether they are significant for Apetit as a whole. A typical effect of the realisation of a non-financial risk would be a negative reputation effect. |
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Apetit Group’s Code of Conduct guides operations in all Group business segments and all operating countries. Apetit requires that all of its employees and suppliers comply with the Code of Conduct. |
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Environmental risks |
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Apetit’s operational activities do not involve significant environmental risks. The principal environmental risks at Apetit’s production facilities concern potential wastewater and vegetable oil leaks into the environment and refrigerant leaks. Environmental risks are managed by means of internal and external inspections and by complying with environmental requirements and monitoring the company’s environmental performance. Some of the company’s operations have ISO 14001 environmental management systems. |
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Social and employee-related risks |
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Safety at work is vitally important for Apetit, and any occupational accidents are among its most significant social and employee- related risks. The company actively provides information about aspects related to occupational safety, and each supervisor must complete a training programme related to safety at work. |
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Risks related to human rights |
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The most significant risks related to human rights arise from the production chain and are related to working conditions. Apetit is committed to, and requires its suppliers to commit to, its ethical requirements for suppliers, which describe sustainable operating principles concerning ethical, social and environmental aspects. In 2021, Apetit supplemented its procurement policy with sourcing responsibility guidelines. In its sourcing responsibility guidelines, Apetit has defined the statements required from suppliers regarding the management and realisation of social and environmental responsibility. The statement requirements vary according to the raw material’s country of origin and significance. |
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Risks related to corruption and bribery |
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If Apetit’s employees or stakeholders engage in unethical operations, this may have a negative effect on Apetit’s reputation, in addition to having financial effects. The most important management method to avoid unethical ways of working is to increase awareness of ethical operating methods, for example. |
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CORPORATE GOVERNANCE |
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Corporate governance statement and remuneration report |
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The 2021 Corporate Governance Statement and the Remuneration report for Apetit Plc has been considered by the Apetit Plc’s Board of Directors and is published separately from the Board of Directors’ report. |
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Annual general meeting 2021 |
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Apetit Plc’s Annual General Meeting was held in Säkylä on 28 May 2021. The Annual General Meeting adopted the parent company’s financial statements and the consolidated financial statements, and discharged the members of the Supervisory Board, the Board of Directors and the CEO from liability for the financial year 2020.The Board of Directors’ proposals to the Annual General Meeting were approved without changes. |
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Decisions of the annual general meeting 2021 |
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Dividend distribution |
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The AGM resolved that a dividend of EUR 0.50 per share be paid for the financial year 2020. The dividend was paid on 8 June 2021. No dividend will be paid on shares held by the company. |
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Remuneration Report for Governing Bodies |
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The AGM resolved to approve Apetit’s Remuneration Report for Governing Bodies 2020. In accordance with the Limited Liability Companies Act, the resolution is advisory. The Remuneration Report is available on the company’s website at apetit.fi/en/ corporate-governance/remuneration. |
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Election of the Supervisory Board, the Nomination Committee of the Supervisory Board and the auditors and deciding on their fees |
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It was confirmed that the Supervisory Board will have 18 members elected by the Annual General Meeting. Seven persons were elected to replace members of the Supervisory Board completing their term. Harri Eela, Juha Hämäläinen, Laura Hämäläinen, Jari Nevavuori and Markku Pärssinen were re-elected. Nicolas Berner and Kirsi Ahlgren were elected to the Supervisory Board as new members. |
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Pekka Perälä and Henrika Vikman were elected by the AGM as the members of the Nomination Committee of the Supervisory Board. |
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Ernst & Young Oy, Authorised Public Accountants, with Erika Grönlund, APA, as the auditor with principal responsibility and Osmo Valovirta, APA, were elected as the company’s auditors for the period ending at the close of the 2022 AGM. |
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The AGM decided that a monthly fee of EUR 1,000 be paid to the Chair of the Supervisory Board and EUR 665 to the Deputy Chair. The AGM decided that the meeting allowance paid to the members of the Supervisory Board and the members of the Nomination Committee of the Supervisory Board would be EUR 300. Compensation for travelling expenses will be paid in accordance with the general travel rules of Apetit Plc. The AGM decided that the auditors’ fees be paid according to an invoice approved by the company. |
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Authorising the Board of Directors to decide on the repurchase of the company’s own shares |
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The AGM decided to authorise the Board of Directors to decide on the repurchase of a maximum of 80,000 (eighty thousand) of the company’s own shares using the unrestricted equity of the company representing approximately 1.27 per cent of all of the shares in the company. The authorisation includes the right to accept the company’s own shares as a pledge. |
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The authorisation is valid until the close of the Annual General Meeting 2022, but no longer than until 31 May 2022. |
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Authorising the Board of Directors to decide on the issuing of new shares and on the transfer of Apetit Plc shares held by the company (share issue) |
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The AGM decided to authorise the Board of Directors to decide on issuing new shares as follows: based on the authorisation, a total maximum of 600,000 (six hundred thousand) shares can be issued, which corresponds to approximately 9.5 per cent of all shares of the company at this time. Both new shares and shares held by the company may be issued based on the authorisation. |
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The authorisation is valid until the close of the Annual General Meeting 2023, but no longer than until 31 May 2023. The authorisation replaces the previous share issue authorisation given on 27 March 2018. |
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Organisation of the supervisory board and election of the board of directors |
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At its organisational meeting on 17 August 2021, Apetit Plc’s Supervisory Board appointed Harri Eela as Chair and Maisa Mikola as Vice Chair. |
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The Supervisory Board decided to elect five members to Apetit Plc’s Board of Directors. Lasse Aho, Annikka Hurme, Kati Sulin, Antti Korpiniemi and Niko Simula were elected as members of the Board of Directors. Lasse Aho was appointed as Chair of the Board of Directors and Niko Simula as Deputy Chair. |
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At its organisational meeting, Apetit Plc’s Board of Directors elected members to its Audit Committee from among its members until the end of the Board’s term of office. Niko Simula was elected as the Chair of the Audit Committee and Annikka Hurme as a member. |
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It was decided that the Board members be paid an annual remuneration of EUR 19,560 and that the Chair and Deputy Chair receive an annual remuneration of EUR 39,060 and EUR 24,120, respectively. A total of 60 per cent of the annual remuneration will be paid in cash and 40 per cent in the form of Apetit Plc shares held by the company at the current value of the shares at the time of transfer. The remuneration will be paid in four instalments. It was also decided that the Chair and members of the Board of Directors be paid a meeting allowance of EUR 510 and EUR 300, respectively. |
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CHANGES IN THE BOARD OF DIRECTORS |
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Kati Rajala resigned from Apetit Plc’s Board of Directors on 31 May 2021. Simo Palokangas acted as Chair of Apetit Plc’s Board of Directors until 17 August 2021. |
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SHARES AND SHARE OWNERSHIP |
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Shares, share capital and trading |
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The shares of Apetit Plc are all in one series. All shares carry the same voting and dividend rights. The Articles of Association specify that the number of votes a shareholder is entitled to exercise cannot exceed one tenth of the votes represented at a general meeting. The nominal value of each of the company’s shares is EUR 2. At both the beginning and the end of the financial year, the total number of shares issued by the company stood at 6,317,576, and the registered share capital totalled EUR 12,635,152. The minimum amount of share capital is EUR 10 million, and the maximum amount is EUR 40 million. |
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Share issue |
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During the period the company assigned against consideration, as a part of commitment and incentive scheme, on a directed share issue a total of 8,000 treasury shares held by Apetit Plc. The shares held by the company were acquired from the markets against at a total of 111,280 EUR fair value. The subscription price per share was 13.91 EUR and it was determined by the price quote in public trading on the Nasdaq Helsinki. The shares assigned at the share issue sums up to 0.1 per cent of all the treasury shares. |
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Treasury shares |
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At the end of the review period, the company held a total of 78,653 treasury shares acquired during previous years. These treasury shares represent 1.2 per cent of the company’s total number of shares and votes. The company’s treasury shares carry no voting or dividend rights. |
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Flagging announcements |
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Apetit did not receive any flagging announcements during the financial year 2021 |
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Share price and trading |
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The number of Apetit Plc shares traded on the stock exchange during the review period was 1,093,741 (1,627,429), representing 17.3 (25.8) per cent of the total number of shares. The highest share price quoted was EUR 14.90 (10.80) and the lowest was EUR 10.70 (7.12). The average price of shares traded was EUR 13.09 (8.94). The share turnover for the period was EUR 14.3 (14.5) million. At the end of the review period, the market capitalisation was EUR 81.2 (67.6) million. |
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Managers’ transactions |
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Apetit’s managers’ transactions related to Apetit’s securities during the review period have been published as stock exchange releases and can be read on the company’s website. |
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SHORT-TERM RISKS |
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In addition to the impacts of the ongoing COVID-19 pandemic, the most significant short-term risks for Apetit Group are related to the management of raw material price changes, the availability of raw materials, the harvest quality and quantity of grain, oilseed plants and field vegetables, the functioning of the financing markets, the solvency of customers, the delivery performance of suppliers and service providers, and changes in the Group’s business areas and customer relationships. |
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EVENTS AFTER THE END OF THE FINANCIAL YEAR |
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The company had no significant events after the end of the financial year. |
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ASSESSMENT OF EXPECTED FUTURE DEVELOPMENT |
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The full-year operating profit from continuing operations is expected to improve year-on-year (EUR 2.8 million in 2021). |
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BOARD OF DIRECTORS’ PROPOSALS CONCERNING PROFIT MEASURES AND DISTRIBUTION OF OTHER UNRESTRICTED EQUITY |
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The Board of Directors of Apetit Plc aims to ensure that the company’s shares provide shareholders with a good return on investment and retain their value. In line with its dividend policy, the company will distribute at least 50 per cent of the profit for the financial year in dividends. |
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The parent company’s distributable funds totalled EUR 51,755,599.32 on 31 December 2021, after deducting the loss for the financial year, EUR 435,239.47. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.40 per share be paid. The dividend corresponding to this proposal is EUR 2,527,030.40 for all the company shares on the balance sheet date and EUR 2,495,569.20 for the shares in external ownership. No significant changes have taken place in the financial standing of the company since the end of the financial year. The company’s liquidity is good, and the Board deems that the company’s solvency will not be jeopardised by the proposed distribution of dividends. No dividend will be paid on shares held by the company. |
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Note 1. Accounting principles |
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Company details |
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Apetit plc is a Finnish public limited company established under Finnish law. Its registered office is in Säkylä and the registered address is PO Box 100, FI-27801 Säkylä, Finland. Business ID is 0197395-5. The company’s name is Apetit Oyj, in Swedish Apetit Abp and in English Apetit plc. |
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On 16 February 2022, the Apetit plc Board of Directors approved the financial statements for publication. According to the Finnish Companies Act, shareholders have the option of approving or rejecting the financial statements at the Annual General Meeting held after their publication. The Annual General Meeting also has the opportunity to make a decision to amend the financial statements. |
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Main operations |
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Apetit plc is a food industry company listed on the Nasdaq Helsinki Ltd. The trading code of the share is APETIT. |
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Apetit’s continuing operations are Food Solutions, Oilseed Products and Grain Trade. In addition to the three reporting segments, Apetit reports Group Functions, consisting of Group management, strategic projects and listing on the stock exchange. Apetit’s primary market is Finland. On 10 July 2019, Apetit Plc signed an agreement on selling its fresh cut business to Swedish Greenfood AB. The transaction was completed on 30 September 2019. In these financial statements, the transferred business is reported as a discontinued operation. |
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Operating segments |
Products and services |
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Food Solutions |
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Apetit Ruoka Oy |
Frozen foods |
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Grains and Oilseeds Business |
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Avena Nordic Grain Oy |
Trade in grains, oil seeds and animal feedstuff |
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UAB Avena Nordic Grain, Lithuania |
Trade in grains, oil seeds and animal feedstuff |
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Avena Nordic Grain OÜ, Estonia |
Trade in grains, oil seeds and animal feedstuff |
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SIA Avena Nordic Grain, Latvia |
Trade in grains, oil seeds and animal feedstuff |
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OOO Avena-Ukraine, Ukraine * |
Trade in grains, oil seeds and animal feedstuff |
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*ended in 2020 |
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Oilseeds Products |
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Avena Nordic Grain Oy |
Trade in vegetable oils and protein feed |
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Avena Kantvik Oy |
Manufacture of vegetable oils and protein feed |
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Group Functions |
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Apetit Oyj |
Group management, strategic projects and listing on the stock exchange |
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Foison Oy |
Holding in Avena Nordic Grain Oy |
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Lännen Sokeri Oy |
Non-operative company |
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Associated companies |
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Sucros group |
Manufacture, marketing and sales of sugar |
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Foodwest Oy |
Food product development company |
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Accounting principles |
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Basis of preparation |
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The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) complying the IAS and IFRS standards as well as the SIC and IFRIC interpretations valid on the date of the financial statement. The International Reporting Standards refer to standards and their interpretations approved for adoption within the EU in accordance with the procedure enacted in EC regulation 1606/2002. The notes to the consolidated financial statements are also in accordance with Finnish accounting and company legislation. The consolidated financial statements have been drawn up on the basis of historic acquisition costs, except for those financial assets and liabilities which are recognised in income at fair value and derivative financial instruments measured at fair value. |
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Preparation of the financial statements in accordance with the IFRS standards requires the Group’s management to make certain assessments and exercise judgement in applying the accounting principles. Details of the judgements made by the management in applying the accounting principles observed by the Group, and of those aspects which have the greatest impact on the figures reported in the financial statements, are given below under the heading ‘Accounting principles requiring executive judgement and the main uncertainties concerning the assessments made’. |
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Consolidation principles |
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Control is created if the Group is exposed to a variable return on the investee or is entitled to its variable return and is also able to exercise its power over the investee and thereby affect the amount of return received. Acquisition of subsidiaries is accounted for using the acquisition cost method. Acquisition cost is the aggregate of the consideration given at fair value at the time of acquisition and the amount of liabilities incurred or liabilities assumed. Identifiable assets and liabilities acquired in a business combination are measured initially at fair value at the time of acquisition, regardless of the amount of any minority interest. The amount by which the acquisition cost exceeds the Group's share of the fair value of the identifiable net assets acquired is recognized as goodwill. If the acquisition cost is less than the fair value of the net assets of the acquired subsidiary, this difference is recognized directly in the income statement. |
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Subsidiaries are fully consolidated from the date on which control is transferred to the Group and the consolidation ends on the date that control ceases. |
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Intra-group transactions, receivables and liabilities as well as unrealised gains from intra-group transactions are eliminated in the consolidated financial statements. Unrealised losses are also eliminated unless the transaction indicates that the value of the transferred asset is impaired. |
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Associates are companies in which the Group has significant influence. Significant influence is exercised when the Group owns more than 20% of the voting rights of the company or otherwise has significant influence, but not control. Associates are consolidated in the consolidated financial statements using the equity method. If the Group's share of the losses of the associate exceeds the carrying amount of the investment, the investment is recorded in the balance sheet at zero value and the excess of the carrying amount is not aggregated unless the Group is committed to meeting the obligations of the associates. Unrealised gains between the Group and the associate have been eliminated in accordance with the Group's shareholding. An associate's investment includes goodwill arising from its acquisition. |
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Assets held for sale and discontinued operations |
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Non-current assets and assets and liabilities related to discontinued operations are classified as held for sale if their carrying amounts are expected to be recovered primarily through sale rather than through continuing use. Classification as held for sale requires that the following criteria are met; the sale is highly probable, the asset is available for immediate sale in its present condition subject to usual and customary terms, the management is committed to the sale, and the sale is expected to be completed within one year from the date of classification. |
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Prior to classification as held for sale, the assets or assets and liabilities related to a disposal group in question are measured according to the respective IFRS standards. From the date of classification, non-current assets held for sale are measured at the lower of the carrying amount and the fair value less costs to sell, and the recognition of depreciation and amortization is discontinued. A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale, and represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale. |
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The result from the discontinued operations is shown separately in the consolidated statement of income and the comparison figures are restated accordingly. Non-current assets held for sale are presented in the statement of financial position separately from other items. The comparison figures for the statement of financial position are not restated. |
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Foreign currency items |
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The figures for the financial performance and standing of each of the Group’s units are measured in the currency of the unit’s principal operating environment (‘functional currency’). The consolidated financial statements are presented in euros, which is the functional and reporting currency of the Group’s parent company. Foreign currency transactions are recognised as amounts denominated in the functional currency using the rate prevailing on the transaction date. At the balance sheet date, monetary receivables and payables are translated using the closing rate. Exchange differences arising from translation are recognised in the income statement. Exchange gains and losses from operating activities are included in the corresponding items above the operating profit. |
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The income statements of foreign subsidiaries have been translated into euros using average rates for the reporting period, and their balance sheets translated using the closing rates. The exchange difference due to the use of average rates in the income statement translations and closing rates in the balance sheet translations is recognised as a separate item under shareholders’ equity. |
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In preparing the consolidated financial statements, the translation difference due to exchange rate fluctuations, in regard to the shareholders’ equity of the subsidiaries and associates, is recognised via other comprehensive income in the translation differences of the consolidated shareholders’ equity. If a foreign subsidiary or associate is disposed of, the accrued translation difference is recognised in the income statement under profit or loss. |
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Net sales and revenue recognition |
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Sales are recognised at the value that reflects the compensation the company expects to receive from its customers when control is transferred. The Group’s sales in all business segments take place at a single time. |
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Food Solutions segment sells frozen vegetables and frozen ready meals to retail chains and food wholesalers operating in Finland and European Union. Finland is the main market area. |
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Grain Trade sells grains, oilseeds and feed raw materials mainly in Finland and within the European Union, but also in other markets. The largest one-off sales are maritime shipments that are recognised as revenue once control has been transferred to the buyer. Foreign grain trade complies with international delivery and trading terms and conditions, with monetary compensation mainly being transferred at the time of revenue recognition. Grain trade in Finland is primarily based on selling on credit in line with regular terms and conditions. |
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Oilseed Products segment sells vegetable oils and expeller. Sales focus on Finland, but there are also sales to the European Union and third countries. |
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The Group has factored a significant part of Finnish trade receivables to a financial institution, which bears e.g. the customer’s credit risk. Foreign credit sales are either factored or hedged with credit insurance. The international sales of the Grain Trade mainly follow international "Cash against documents" trading practices, where credit risk does not arise. The sale of receivables to a financial institution and the use of credit insurance reduce the Group's counterparty risk. Factored receivables are not included in the consolidated balance sheet. |
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Customary terms of payment apply to selling on credit. Some sales include customary bonus or marketing support obligations, which are assessed on an agreement level and regosnised in the income statement and in the balance sheet on accrual basis. The Group’s sales do not involve material guarantees or other liabilities. |
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Interest income is recognized using the effective interest method and dividend income when the right to the dividend is recorded. |
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Pension liabilities |
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A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan. |
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Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. |
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The liability recognised in the balance sheet in respect of defined benefit 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 obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used. |
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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. Past-service costs are recognised immediately in income. |
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For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. |
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Share-based payments |
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The fair value of the share-based payments is determined at the grant date. The expense is recognized evenly over the vesting period. The fair value of the payments settled in shares is determined based on Apetit Plc’s share price at the stock exchange at the grant date deducted by expected dividends. The payments settled in cash are remeasured at each reporting date until the settlement. Apetit Plc share-based payments include only non-market-based performance criteria such as profitability conditions. The total amount to be expensed over the vesting period is determined based on the estimate of the number of the shares that are expected to be vested by the end of the vesting period. The impact of the revision of original estimates is recognized in the statement of income. On a cumulative basis expense is recognized only to the extent that share-based payments have finally vested. For payments settled in shares the expense is recognized against equity and for payments settled in cash the expense is recognized against liabilities/cash. |
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Provisions |
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A provision is recognised when the Group has a legal or constructive obligation based on a past event and it is probable that the fulfilment of this obligation will require a contribution, and the amount of the obligation can be reliably estimated. Provisions are valued at the present value of the costs required to cover the obligation. |
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Provisions are made in connection with operational restructuring, onerous contracts, litigation and environmental and tax risks. A restructuring provision is recognised when a detailed and appropriate plan has been drawn up for it, sufficient grounds have been given to expect that the restructuring will occur and information has been issued on it. |
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Income taxes |
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Income taxes recognised in the consolidated income statement comprise taxes levied on an accrual basis on the reporting period results of Group companies, based on the taxable profits calculated for each Group company in accordance with the local tax regulations, as well as tax adjustments from previous periods and changes in deferred tax. |
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Deferred tax assets and liabilities are calculated on the temporary differences between the taxable values and the book values of assets and liabilities, in accordance with the liability method. Deferred taxes are recognised in the financial statements using the tax rates that apply up to the balance sheet date. |
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The most material temporary differences arise from fixed assets, lease agreements, consolidation, inventories, unused tax losses and revaluation of derivative financial instruments. Deferred tax assets are recognised up to an amount where it is probable that they can be utilized against future taxable profits. Deferred taxes are not recognised on goodwill which is not tax deductible |
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In the case of derivative financial instruments covered by hedge accounting and available-for-sale financial assets, the deferred taxes related to value adjustments recognised directly under the statement of comprehensive income are also recognised directly under the statement of comprehensive income. |
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Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off tax assets against tax liabilities and when the accrued income taxes are levied on the same tax authority. |
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Borrowing costs |
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Borrowing costs are recognised under the expenses for the period in which they arose. Directly attributable borrowing costs related to the acquisition, construction or production of a qualifying asset, for example, factory building, are capitalised. Where clearly linked to a specific loan, transaction costs arising directly from loans are included in the loan’s original amortised cost and divided into a series of interest expenses using the effective interest method. |
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Research and development costs |
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Research costs is expensed as incurred. Development costs are recognised on the statement of financial position when all of the following criterias are met: |
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- research and development phases can be separated from each other |
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- completion is technically feasible so that the asset can be used or sold |
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- completion is certain and the asset will be either used or sold |
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- it can be demonstrated that the asset will generate probable future economic benefit and that the company has the adequate resources to use or sell the intangible asset |
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- development expenditure can be reliably measured |
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If the development expenditure does not meet all the above criteria, it is expensed as incurred. |
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Intangible assets |
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Goodwill |
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Goodwill corresponds to that part of the cost of acquiring the company which is in excess of the Group’s share of the fair value of the acquired company’s net assets on the acquisition date. Goodwill is tested annually for impairment. For this purpose goodwill is allocated to appropriate cash-generating units. Goodwill is valued at historic acquisition cost less any impairment. In the case of associated company, goodwill is included in their investment value. Goodwill generated through acquisitions of foreign business combinations is measured in the currency of the foreign operations and translated using the period end rates. |
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Other intangible assets |
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An intangible asset is recognised in the balance sheet at the original acquisition cost in a case where the cost can be determined reliably and it is likely that an expected financial benefit derived from the asset will turn out to be to the company’s benefit. |
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Patents, trademarks and other intangible assets with a limited useful life are capitalised in the balance sheet and amortised on a straight-line basis over the period of their useful lives. Intangible assets do not include assets with an unlimited useful life. |
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Depreciation period for intangible assets: |
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Development costs |
5 years |
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Other intangible assets |
5-10 years |
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Assets whose useful life has not yet expired and fully depreciated fixed assets that are still used in operating activities are included in the acquisition cost of assets. Similar principles apply to accumulated depreciation. |
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Subsequent expenditure relating to intangible assets is recognised as an asset only if its financial benefit to the company exceeds the originally estimated level of performance. Otherwise the expenditure is recognised as a cost at the time it is incurred. |
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Property, plant and equipment |
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Property, plant and equipment have been measured at historic acquisition cost less depreciation and impairment. These assets are subject to straight-line depreciation over the period of their useful lives. The residual value of the assets and their useful lives are reviewed each time the financial statements are prepared and, when necessary, are adjusted to reflect any change in the economic benefits expected. Land is not subject to depreciation. |
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The estimated useful lives are as follows: |
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Property and plant |
10-40 years |
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Machinery and equipment |
5-10 years |
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Property, plant and equipment are no longer depreciated when they are classified as assets held for sale. |
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Assets whose useful life has not yet expired and fully depreciated fixed assets that are still used in operating activities are included in the acquisition cost of assets. Similar principles apply to accumulated depreciation. Repair and maintenance costs of tangible assets are recognised as expenses when incurred. |
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Government grants |
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Government grants received for the acquisition of fixed assets are recognised as deductions in the book values for property, plant and equipment. The grants are released to profit through smaller depreciations during the use of the asset in question. |
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Leases |
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Lease agreements are valued to present value by discounting contractual lease payments. The discount rate used in the valuation is the Group's incremental borrowing rate The maturity of a lease agreement is assessed on a contract-by-contract basis and the option to extend is used only when it is highly probable that sush option is to be excercised. The present value of the agreement is recognized in the balance sheet as a right-of-use asset and a right-of-use liability. |
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Right-of-use assets depreciated on a straight-line basis over the lease term. The rent payments are allocated to the principal and financial expenses. Financial expenses are calculated from the remaining right-of-use liability using the Group's incremental borrowing rate. |
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The Group uses the exemptions permitted by the standard and does not apply the standard to under 12 months short-term and low-value leases. Therefore, payments for short-term leases and low value leases are recognized as expenses on an accrual basis. |
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Impairment |
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The book values for assets are assessed for any signs of impairment. If there are signs of impairment, an estimate is determined for the amount recoverable on the asset. An impairment loss is recognised if the balance sheet value of the asset or the cash-generating unit exceeds the recoverable amount. Impairment losses are recognised in the income statement. |
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The impairment loss of a cash-generating unit is first allocated to reducing the goodwill attributed to the unit, and then to reducing other assets of the unit on a pro rata basis. |
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The recoverable amount of intangible, tangible and right-of-use assets is determined at the higher of the fair value less costs to sell and the value in use. In determining the value in use, the estimated future cash flows are discounted to their present value on the basis of discount rates applying to the average pre-tax capital costs of the cash-generating unit in question. The discount rates also take into account any special risk associated with the cash-generating units. |
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Impairment losses on tangible, right-of-use and intangible assets other than goodwill are reversed if a change has occurred in the estimates used in determining the recoverable amount of the asset. The amount by which an impairment loss is reversed is no more than the book value (less depreciation) that would have been determined for the asset if no impairment loss had been recognised on it in previous years. Impairment losses recognised on goodwill are not reversed. |
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Inventories |
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Inventories have been measured at the lower of acquisition cost and net realizable value. The net realizable value is the estimated selling price in the ordinary course of business, after deduction of the estimated costs of completion and the estimated costs necessary to make the sale. |
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The value of inventories has been determined using the weighted average price method or standard costing method, and includes all direct costs of acquisition and other indirect costs to be allocated. The cost of each inventory item produced comprises not only the purchase costs of materials, direct labour costs and other direct costs, but also a proportion of production overheads, but not selling or financing costs. The value of inventories has been reduced for obsolescent assets. |
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Financial instruments |
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The Group’s financial assets are classified into the following categories:
financial assets measured at amortised cost and financial assets recognised at fair value through the income statement. This classification is based on the business model according to which the financial asset is managed and on agreement-based cash flow properties. Transaction costs are included in the original book value of the financial assets for items not measured at fair value through the income statement. All purchases and sales of financial assets are recognised on the transaction date. Financial assets recognised at fair value through the income statement include derivatives not covered by hedge accounting and publicly listed shares. Financial assets recognised at amortised cost include trade receivables and certain other receivables. |
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The Group may sell trade receivables to financing companies. Sold trade receivables are derecognised on the consolidated balance sheet once payment for the trade receivables has been received from the buyer and all material risks and benefits related to ownership have been transferred to the buyer. |
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Cash and cash equivalents in the balance sheet and cash flow statement comprise cash, bank deposits from which withdrawals can be made and other short-term highly liquid investments. Items classified in cash and cash equivalents have a maximum of three months maturity from the acquisition date. |
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The Group’s financial liabilities are classified as financial liabilities recognised at amortised cost and financial liabilities recognised at fair value through the income statement. Financial liabilities recognised at amortised cost include trade payables and other liabilities and loans, for example. Financial liabilities recognised at fair value through the income statement include derivatives that do not meet the criteria for hedge accounting. Unrealised and realised gains and losses related to changes in the fair values of such derivatives are recognised through the income statement for the period during which they arise. |
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Financial assets and liabilities values are measured primarily using publicly quoted prices. Market prices are normally available for commodity derivatives used by the Group. If publicly quoted prices are not available, fair value is measured with standardized valuation methods using for example interest rates and discounted cash flows and price quotations from market counterparties. |
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Financial liabilities are originally recognised at fair value less transaction costs directly related to the acquisition or issuance of the item in question. Financial liabilities, excluding derivative liabilities, are later measured at amortised cost using the effective interest method. Financial liabilities are included in non-current and current liabilities, and they may be interest-bearing or non-interest-bearing. |
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The Group determines impairment of financial assets measured at amortised cost based on expected credit losses. The estimate of a valuation allowance concerning expected credit losses is based on experiences of actual credit losses, considering the financial conditions at the time of examination and an estimate of future expectations. Trade receivables are derecognised on the balance sheet as final credit losses once it is no longer reasonable to expect payment for them. An indication of final payment failure is for example a payment being overdue by more than 90 days. If payment is later received for items recognised as final credit losses, the payment is recognised as offset on the same line in the income statement. |
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Derivative financial instruments are initially recognised at fair value on the date a contract is entered into and are subsequently re-measured at their fair value. The Group applies cash flow hedge accounting to certain interest rate swaps, forward currency and commodity derivative contracts. When hedging is initiated, the financial relationship between hedging instruments and hedged items is documented and whether changes in the cash flows of hedged items are expected to offset the changes in the cash flows of hedging instruments. In addition, the objectives of risk management and strategies for taking hedging actions are documented. The hedged cash flow must be highly probable, and the cash flow must ultimately affect the income statement. |
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For hedges that meet the terms for hedge accounting, the effective portion of the change in fair value of a hedge is recognised in the statement of comprehensive income until the hedged transaction affects the income statement. Any residual ineffective portion for interest rate and currency derivatives is recognised to financial items and for commodity derivatives to other operating income or expenses. The cumulative change in fair value recognised in other comprehensive income is recognised to purchases or sales or financial items based on their nature on the same date that the cash flow from the hedged transaction is recognised in the income statement. When a derivative financial instrument expires, is sold or does not meet the hedge accounting criteria, the cumulative change in the fair value of the hedging instrument will remain in the hedge reserve and is recognised in income statement on the same date that the cash flow of the hedged item is recognised in the income statement. The cumulative fair values of the hedging instruments are transferred immediately from the hedge reserve to other operating income or expense or financial items based on their nature if the hedged cash flow is no longer expected to occur. |
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Despite certain hedging relationships fulfil the effective hedging requirements of the Group’s risk management policy, the Group does not apply hedge accounting to all transactions done in hedging purpose. These instruments’ fair value changes are recognised in other operating income otr expense or financial items based on their nature. |
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Equity |
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Purchases of own shares are deducted from equity attributable to shareholders of the parent company up till the shares are cancelled or transferred back to circulation. Dividend distribution to the company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the company’s shareholders. |
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Accounting principles requiring executive judgement and the main uncertainties concerning the assessments made |
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In preparing the consolidated financial statements in accordance with international accounting practices, the company’s management has had to make assessments and assumptions that affect the amount of assets, liabilities, income and expenses recognised in the accounts and the contingencies presented. These assessments and assumptions are based on experience and on other reasonable suppositions that are believed to be realistic in the circumstances that constitute the basis for the estimates of items recognised in the financial statements. The outcome may deviate from these estimates. |
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The Group tests annually goodwill from the associated company Sucros Oy and from Frozen foods products for possible impairment and assesses any indication of impairment. The recoverable amounts of units that generate cash flow are based on value in use calculations. These calculations require the use of estimates. |
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Determination of the fair value of tangible and intangible assets acquired in business combinations requires estimations by management and is often based on assessment of asset cash flows. |
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The utilization of deferred tax assets against future taxable income is assessed annually based on management's assessment. |
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Other assessments including management judgement are mainly related to restructuring plans, the extent of obsolescent inventories, environmental, litigation and tax risks. |
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Preparation of financial statements in ESEF format |
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The financial statements are reported in electronic ESEF format. The main statements of the financial statements: consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of cash flows and consolidated statement of changes in equity are marked with the XBRL taxonomy. The ESEF fromat financial statements have not been audited. |
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New IFRS standards and IFRIC interpretations |
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The new IFRS standards, amendments to standards and IFRIC interpretations effective after the end of the financial year are not expected to have a material impact on the Group. |
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Note 25. Financial risk management |
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The Group is exposed to various financial risks in its normal business operations. The aim of the Group’s risk management is to minimize the adverse effects of changes in the financial markets on its financial performance. The main financial risks relate to liquidity, interest rate, currency, pricing and counterparty risks. The Group uses derivative financial instruments to hedge against currency, price and interest rate risks. |
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The financial risk management principles observed by the Group are subject to approval by the Board of Directors of Apetit Plc, and the practical implementation of these principles is the responsibility of the Financing Department, together with the business unit management. |
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1. Market risks |
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Interest rate risk |
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At the end of the financial year the Group had a total of EUR 0.0 (0.5) million in non-current floating rate loans from financial institutions, EUR 28.0 (15.0) million in commercial papers, EUR 1.1 (1.5) million in other current liabilities and EUR 7.5 (1.1) million in liquid cash assets. The maturity of commercial papers is usually under three months. The Group hedges the interest rate risk related to non-current and current loans and trade receivables sold to financial institutions through interest rate swaps with a nominal value of EUR 10.5 (11.4) million in the financial statements. |
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Sensitivity to interest rate risk arising from financial instruments |
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With the balance sheet structure on 31 December, a rise of one percentage point in interest rates would have increased Group’s net result by EUR -0.1 (0.1) million and the equity by EUR -0.1 (0.1) million. The effect of interest rate decreasing one percentage point would have been the opposite. |
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Commodity risk |
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The Group is exposed to commodity risks associated with the availability of raw materials, the time difference between procurement and sales, and price fluctuations. The business units are responsible for managing their commodity risks in accordance with the risk management principles. Hedge accounting is mostly applied when hedging the raw material risk. |
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The most significant single commodity risks concern Grains and Oil Seeds; wheat, barley, oats, soy and rapeseed. The business units have defined risk limits to stay inside. Quoted commodity futures and forward agreements are used to manage the risk exposure. The main grains and oil seeds products have functional derivative markets such as CME (CBOT) and Euronext (Matif), and the hedging relationships are mostly effective. Certain grain qualities and market areas may not always have an effective hedging instrument, where hedge accounting is not applicable. Even then, hedging may be implemented. The Group's exposure to raw material risk and the maturity of the hedging derivative instruments, respectively, are less than 12 months. At the end of the year the gross nominal amount of commodity derivatives totalled to EUR 75.7 (38.1) million. All instruments have published market prices at the balance sheet date on the commodity exchanges mentioned above. |
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Food Solutions commodity risks arise from store chains’ pricing periods, where prices are fixed for the entire pricing period. Commodity risk is mostly controlled by purchase and sales functions’ co-operation. |
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Apetit Group has until the end of 2021 hedged against electricity price variations by using price fixing agreements. Until 31 December 2021, the management of Group's electricity portfolio was outsourced in finnish companies. From the beginning of the year 2022, the Group's finnish companies have entered a several years long fixed-price electricity purchase agreement. Electricity risk management is guided by a separate electricity procurement risk policy. |
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Sensitivity to commodity risk arising from financial instruments |
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EUR million |
1-12/2021 |
1-12/2020 |
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Derivative based commodity prices increase by 10% |
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Affect on net result |
- |
-0.1 |
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Affect on equity |
0.5 |
-1.2 |
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Derivative based commodity prices decrease by 10% |
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Affect on net result |
- |
0.1 |
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Affect on equity |
-0.5 |
1.2 |
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When cash flow hedge accounting is applied, the change in the fair value of derivative financial instruments is assumed to be recorded fully in equity. |
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Currency Risk |
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The Group operates in international markets and is thus exposed to currency risks arising from changes in exchange rates. The Group’s currency risks concern sales, purchases and balance sheet items denominated in foreign currencies (transaction risk), and also investments in foreign subsidiaries (translation risk). The most significant currency risk is caused mainly by the US dollar. The Group occasionally has significant dollar-denominated purchases from abroad. |
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The principle followed by the Group is to hedge the original transaction risk in the case of all financially significant currency positions. Hedging can also be made against a probable future open currency position. The instruments available in currency hedging are forward currency contracts and currency options. The Group’s business units are responsible for currency risk hedging. Currency hedging is guided by the risk management policy specifically defined for the purpose and this is monitored by the Group’s Financing Department, together with the business unit management. |
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At the closing date of the financialstatement the Group had no significant currency positions. |
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Fair value hierarchy on financial assets and liabilities valued at fair value |
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EUR million |
Level 1 |
Level 2 |
Level 3 |
Total |
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Assets 2021 |
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Currency derivatives, no hedge accounting |
- |
0.0 |
- |
0.0 |
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Commodity derivatives, hedge accounting |
0.2 |
- |
- |
0.2 |
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Assets 2020 |
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Commodity derivatives, hedge accounting |
0.4 |
- |
- |
0.4 |
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Liabilities 2021 |
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Currency derivatives, no hedge accounting |
- |
0.0 |
- |
0.0 |
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Commodity derivatives, hedge accounting |
0.9 |
- |
- |
0.9 |
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Interest rate swaps, no hedge accounting |
- |
-0.1 |
- |
-0.1 |
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Liabilities 2020 |
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Commodity derivatives, no hedge accounting |
-0.0 |
- |
- |
-0.0 |
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Interest rate swaps, no hedge accounting |
- |
-0.2 |
- |
-0.2 |
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During the year there has not been any transfers between levels 1 and 2. |
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Level 1 fair values are based on prices obtained from active markets. |
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Level 2 fair values are based on other input data and commonly accepted fair value models. The input data is based on observable market prices. |
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Level 3 fair values are mostly based on other input data that are not for the most part based on observable market prices, instead management estimates and commonly accepted fair value models. |
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Nominal values of derivative instruments |
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EUR million |
1-12/2021 |
1-12/2020 |
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Currency derivatives, no cash flow hedge accounting |
1.5 |
- |
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Commodity derivatives, cash flow hedge accounting |
75.7 |
37.5 |
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Commodity derivatives, no cash flow hedge accounting |
- |
0.6 |
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Interest rate swaps, no cash flow hedge accounting |
10.5 |
11.4 |
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Other information related to cash flow hedge |
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The Group applies cash flow hedge accounting to commodity derivatives. Derivatives expire within one year. Profit and loss statement effects of cash flow hedges are materially netted against the opposing fair value change of the hedged item. |
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EUR million |
1-12/2021 |
1-12/2020 |
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Cash flow hedges recognised in equity |
-1.3 |
0.8 |
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Taxes related to cash flow hedges booked in equity |
0.3 |
-0.2 |
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Derivatives related to net sales |
-8.5 |
-2.0 |
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Derivatives related to purchases and other operating income and expense |
-0.4 |
-0.6 |
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Derivatives related to financial income and expenses |
-0.1 |
-0.1 |
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Taxes related to cash flow hedges booked in profit and loss |
1.8 |
0.5 |
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2. Credit risk |
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Derivative financial instruments are only entered into with domestic and foreign counterparties that have a good credit rating. Commodity derivative instruments can be entered into on the appropriate commodity exchanges if necessary. Liquid assets may be invested within the approved limits in targets with a good credit rating. |
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To minimize the operational credit risk, the business units endeavour to obtain collateral security, as credit insurance in the event that a customer’s credit rating so requires. |
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The Group’s management evaluates that there are no significant customer, geographical or counterparty concentrations in the Group’s credit and counterparty risks. The sale of receivables to a financial institution and the use of credit insurance for some other trade receivables reduces the Group's counterparty risk. |
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Aging of Group’s receivables |
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EUR million |
1-12/2021 |
1-12/2020 |
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Not due |
10.7 |
15.2 |
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0 - 3 months past due |
0.1 |
0.0 |
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4 - 6 months past due |
0.0 |
0.0 |
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Over 6 months past due |
0.0 |
-0.0 |
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Total |
10.8 |
15.2 |
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3. Liquidity risk |
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The liquidity risk is the risk that the company may not have sufficient liquid assets or be unable to acquire enough funds to meet the needs of its business operations. The aim of liquidity risk management is to maintain sufficient liquid funds and credit facilities to ensure that there is always enough financing for the Group’s business operations. The cash flows of the Group companies are netted with the aid of the Group’s internal bank and Group accounts. To manage liquidity, the Group has a commercial paper programme worth EUR 100.0 (100.0) million and also long-term binding credit facilities agreed with financial institutions; a total of EUR 29.0 (29.0) million was available in credit at the closing date of the financial statement. The long-term share of the limit is EUR 25.0 (25.0) million. The total amount of commercial papers issued were EUR 28.0 (15.0) million. Liquidity risk management is the responsibility of the parent company’s Financing Department. |
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Group’s derivative liabilities, trade payables and interest-bearing loan repayments and interest cash flows |
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31.12.2021 |
0 - 3 |
4 - 12 |
1 - 5 |
> 5 |
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EUR million |
month |
month |
years |
years |
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Loans from financial institutions and other loans |
-28.6 |
-0.5 |
- |
- |
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Lease liabilities |
-0.4 |
-1.0 |
-1.7 |
-0.2 |
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Trade payables |
-22.5 |
-0.2 |
- |
- |
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Derivative liabilities |
-2.2 |
-0.1 |
-0.0 |
- |
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Total |
-53.6 |
-1.8 |
-1.7 |
-0.2 |
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| |
| |
31.12.2020 |
0 - 3 |
4 - 12 |
1 - 5 |
> 5 |
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EUR million |
month |
month |
years |
years |
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| |
| |
Loans from financial institutions and other loans |
-15.0 |
-1.0 |
-0.5 |
- |
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Lease liabilities |
-0.4 |
-1.1 |
-2.3 |
-1.8 |
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Trade payables |
-17.8 |
- |
- |
- |
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| |
Derivative liabilities |
-0.2 |
-0.1 |
-0.1 |
- |
|
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Total |
-33.4 |
-2.1 |
-2.9 |
-1.8 |
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4. Capital risk management |
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The main objective for capital risk management is to secure the Group’s operational preconditions in all circumstances. The capital structure of the Group is reviewed by the Board of Directors on a regular basis. Apetit plc does not have a public credit rating. |
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The amounts of the Group’s interest-bearing debts fluctuate significantly during the year due to a seasonality of the employed working capital. Normally the employed working capital is at highest level during the latter part of the year and at lowest level during spring and summer. |
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| |
EUR million |
1-12/2021 |
1-12/2020 |
|
| |
| |
Interest Bearing liabilities |
32.3 |
21.7 |
|
| |
Cash and cash equivalents |
7.5 |
1.1 |
|
| |
Interest bearing net liabilities |
24.8 |
20.6 |
|
| |
Equity |
93.3 |
95.0 |
|
| |
Interest-bearing net debt and equity total |
118.1 |
115.6 |
|
| |
| |
[TEXTNETLIAB] |
26.6 % |
21.7 % |
|
| |
Equity Ratio |
59.4 % |
66.5 % |
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