2014-02-06 12:00:00 CET
2014-02-06 12:00:08 CET
REGULATED INFORMATION
Glaston Oyj Abp - Financial Statement Release
Glaston Corporation Financial Statement 1 January-31 December 2013:Result positive – financial position good
Helsinki, Finland, 2014-02-06 12:00 CET (GLOBE NEWSWIRE) --
GLASTON CORPORATION FINANCIAL STATEMENT RELEASE 6 February 2014 at
1.00 p.m.
Glaston Financial Statement 1 January-31 December 2013: Result positive -
financial position good
- Orders received in January-December totalled EUR 123.3 (118.1) million.
Orders received in the fourth quarter totalled EUR 33.3 (33.3) million.
- The order book on 31 December 2013 was EUR 39.1 (34.2) million.
- Consolidated net sales in January-December totalled EUR 122.2 (115.6)
million. Final quarter net sales were EUR 35.9 (32.3) million.
- EBITDA was EUR 10.5 (-0.4) million, i.e. 8.6 (-0.3)% of net sales.
- The operating result, excluding non-recurring items, was a profit of EUR 2.1
(3.4 loss) million, i.e. 1.7 (-2.9)% of net sales. The final quarter operating
profit, excluding non-recurring items, was EUR 1.9 (0.5) million.
- Continuing Operations' operating result was a profit of EUR 5.9 (8.8 loss)
million, i.e. 4.8 (-7.6)% of net sales. The final quarter operating result was
a profit of EUR 1.9 (1.9 loss) million.
- Continuing Operations' return on capital employed (ROCE) was 9.8 (-9.4)%.
- Continuing Operations' earnings per share were EUR 0.01 (-0.16) and for the
fourth quarter EUR -0.01 (-0.06). Continuing and Discontinued Operations'
earnings per share were EUR 0.01 (-0.20) euros and in the fourth quarter EUR
-0.01 (-0.05).
- The Board of Directors proposes to the Annual General Meeting that no
dividend be distributed.
- Glaston expects 2014 net sales and operating profit to grow.
President & CEO Arto Metsänen:
“We can be relatively satisfied with 2013. The company's operational result
returned to positive and we restored our financial position.
During the first quarter, we implemented an extensive number of measures aimed
at strengthening our financial position. Full-year cash flow from operating
activities, after the change in working capital, was positive at EUR 7.1
million. As a result of the measures undertaken, our net debt decreased by
nearly EUR 50 million from the end of the previous year to stand at less than
EUR 10 million.
With respect to the improvement in earnings, the most significant factor was
full implementation of a savings programme amounting to around EUR 5 million.
Due to this and good sales of heat treatment machines, we managed to restore
our operating result to profit after a number of lossmaking years. The
operating result, excluding non-recurring items, was clearly positive, namely a
profit of EUR 2.1 million.
The global market was relatively subdued and provided very limited support. A
positive note was perceptible in North America throughout the year and also in
Europe, particularly in the final quarter. Despite the low market activity, our
net sales grew by 5.7% to EUR 122.2 million. Sales of heat treatment machines
developed positively throughout the year, with the final quarter being
particularly strong. Our flagship products, the FC and RC product lines,
further strengthened their position among customers. The pre-processing
machines market continued to be challenging.
We look forward to 2014 with confidence. Our company is on a solid foundation
and our product portfolio is the most up-to-date on the market and meeting
customers' needs. We believe that our markets will develop positively but
cautiously, giving us a good possibility of profitable growth.”
Markets
Glaston's market developed positively but cautiously in 2013. The recovery of
the North American market continued throughout the year. In the EMEA area, the
market situation was challenging but positive trends were evident, for example
in Eastern Europe, the UK and Germany. In the South American and Asian markets,
development was stable.
Machines
The market situation of the Machines segment was satisfactory in 2013. In North
America, the cautious recovery from a low level continued throughout the year,
which boosted customers' willingness to invest. In South America and Asia,
development was stable. In the EMEA area, the market continued to be
challenging, but it picked up in the final quarter, particularly in the UK and
Eastern Europe.
The heat treatment machines market developed positively in the second half of
the year, with demand being directed at new products. The popularity of the
Glaston FC 500™ machine in particular grew, but high-capacity multi-chamber
solutions also met with success. In pre-processing machines, the market
situation was challenging throughout the year. Demand for tools was on the
previous year's level.
Investments in product development continued. In pre-processing machines, the
new UC1000™ cutting line and the Omnia double edging machine were launched onto
the market at the end of the year. In heat treatment machines, the Glaston FC
500™ product line further strengthened its position, and deals for more than 30
machines were signed in the review period. In the second half of the year, a
new product, the ProL500 flat laminating line, was launched onto the market.
The lines are manufactured at Glaston's factory in Brazil. The development
continued of the GlastonAir™ air flotation technology, intended for the
tempering of thin (2 mm) glass.
Determined work to cut delivery times and reduce the production costs of main
products also continued. As a result of efficiency measures, Glaston managed to
cut the delivery time of the RC 200™ machine by more than 30 per cent during
the year.
Orders received in the Machines segment totalled EUR 94.5 (86.3) million in
2013. January-December net sales totalled EUR 92.6 (84.7) million. The
January-December operating result was a profit of EUR 2.3 (7.3 loss) million,
and the operating result excluding non-recurring items was a profit of EUR 2.3
(2.6 loss) million. At the end of 2013, the segment had 441 (461) employees.
The segment's result was positively influenced by the successful execution of a
fairly high production load in the final quarter, an acceleration of
deliveries, and lower costs in the quality and delivery chain.
Orders received in the Machines segment totalled EUR 26.3 (25.5) million in
October-December. October-December net sales were EUR 28.1 (22.7) million and
the operating result was a profit of EUR 1.7 (1.3 loss) million. The operating
result, excluding non-recurring items, was a profit of EUR 1.7 (0.5) million.
Services
As in the previous year, the operating environment of the Services segment
remained challenging in 2013, particularly with respect to upgrade products. In
Asia, sales of maintenance work on pre-processing machines developed
positively, as challenges were related to sales of heat treatment machine spare
parts and upgrade products. In the South and North American markets, other
product groups, excluding upgrades, did well. The EMEA area developed
positively in all product groups.
During the year, the global launch of new products brought to the market in
2012 continued and the Glaston Genuine Care concept was developed further. The
segment's product portfolio corresponds well with customer needs, which without
exception relate to improving energy efficiency and quality, increasing
capacity, and boosting the performance and utilisation efficiency of machines
and equipment.
The service network, the industry's largest, maintained its position during the
year.
Orders received in the Services segment totalled EUR 28.7 (31.8) million in
2013. January-December net sales totalled EUR 30.2 (32.3) million. The
January-December operating result was a profit of EUR 5.3 (5.8) million, and
the operating result excluding non-recurring items was a profit of EUR 5.3
(5.9) million. More intense competition in spare parts, customers' removal of
their oldest machines, and more buoyant sales of new machines impacted the
development of the segment's net sales, while profitability was maintained at a
good level. At the end of 2013, the segment had 128 (130) employees.
Orders received in the Services segment totalled EUR 7.1 (7.9) million in the
final quarter of 2013. October-December net sales totalled EUR 8.0 (9.9)
million and the operating result was a profit of EUR 1.7 (1.9) million. The
operating result, excluding non-recurring items, was a profit of EUR 1.7 (2.0)
million.
Continuing Operations' orders received and order book
Glaston's order intake in the review period totalled EUR 123.3 (118.1) million.
Of orders received, the Machines segment accounted for 77% and the Services
segment for 23%.
Orders received during the final quarter of the year totalled EUR 33.3 (33.3)
million.
Glaston's order book on 31 December 2013 was EUR 39.1 (34.2) million. Of the
order book, the Machines segment accounted for EUR 38.0 (33.1) million and the
Services segment EUR 1.1 (1.1) million.
Order book, EUR million 31.12.2013 31.12.2012
-----------------------------------------------
Machines 38.0 33.1
-----------------------------------------------
Services 1.1 1.1
-----------------------------------------------
Total 39.1 34.2
-----------------------------------------------
Continuing Operations' net sales and operating result
Glaston's January-December net sales totalled EUR 122.2 (115.6) million. The
Machines segment's net sales in the review period totalled EUR 92.6 (84.7)
million and the Services segment's net sales totalled EUR 30.2 (32.3) million.
Final quarter net sales totalled EUR 35.9 (32.3) million. In the final quarter,
the heat treatment machines market strengthened and the Machines segment's net
sales totalled EUR 28.1 (22.7) million. The Services segment's net sales
totalled EUR 8.0 (9.9) million.
Net sales, EUR million 10-12/ 10-12/ 2013 2012
2013 2012
------------------------------------------------------
Machines 28.1 22.7 92.6 84.7
------------------------------------------------------
Services 8.0 9.9 30.2 32.3
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Other and internal sales -0.2 -0.3 -0.6 -1.4
------------------------------------------------------
Total 35.9 32.3 122.2 115.6
------------------------------------------------------
The operating result, excluding non-recurring items, was a profit of EUR 2.1
(3.4 loss) million, i.e. 1.7 (-2.9)% of net sales. In January-December, the
Machines segment's operating result, excluding non-recurring items, was a
profit of EUR 2.3 (2.6 loss) million and the Services segment's operating
result, excluding non-recurring items, was a profit of EUR 5.3 (5.9) million.
Of the non-recurring items totalling EUR 3.7 million and recognised in the
first quarter of the year, the most significant was a capital gain arising from
the sale of the Tampere property complex. A goodwill impairment loss of EUR 3.0
million directed at the Pre-processing operating segment, which belongs to the
Machines segment, was recognised as a non-recurring item in the first quarter
of 2012.
The final quarter operating profit, excluding non-recurring items, was EUR 1.9
(0.5) million. In October-December, the Machines segment's operating profit,
excluding non-recurring items, was EUR 1.7 (0.5) million and Services segment's
operating profit, excluding non-recurring items, was a profit of EUR 1.7 (2.0)
million.
EBIT 1-12/2013 1-12/2012
-----------------------------------------------------
Machines 2.3 -2.6
-----------------------------------------------------
Services 5.3 5.9
-----------------------------------------------------
Other and eliminations -5.5 -6.7
-----------------------------------------------------
EBIT, excl. non-recurring items 2.1 -3.4
-----------------------------------------------------
Non-recurring items 3.7 -5.4
-----------------------------------------------------
EBIT 5.9 -8.8
-----------------------------------------------------
During the first quarter, Glaston repurchased convertible bonds with a nominal
value EUR 2 million at a price below the nominal value. This repurchase yielded
financial income of EUR 0.9 million. Similarly, during the first quarter, the
remaining convertible bond with accrued interest and the debenture bond with
accrued interest were used as payment in a share issue (conversion issue). As
the subscription price of the share in the conversion issue was higher than the
fair value of the share at the time of subscription, financial income of EUR
1.9 million arose to Glaston in connection with the conversion issue. These
financial income items had no impact on cash flow. Group's net financial items
in 2013 were EUR -1.0 (-8.6) million and in the final quarter EUR -0.9 (-3.5)
million.
Income taxes amounted to EUR -3.6 (-0.8) million, of which the change of
deferred tax assets was EUR -3.0 million. EUR -1.6 million of this change was
booked based on the Finnish companies' taxable income. The effect of the change
in the Finnish income tax rate on deferred tax assets was EUR -0.9 million. The
cash flow-based tax was EUR -0.8 million.
Continuing Operations' result In January-December was a profit of EUR 1.3 (18.2
loss) million, and in the final quarter a loss of EUR 1.7 (6.4 loss) million.
The result, after the result of Discontinued Operations, was a profit of EUR
1.3 (22.4 loss) million, and in the final quarter a loss of EUR 1.7 (5.3 loss)
million. In January-December, the return on capital employed (ROCE) was 9.9
(-12.6)%.
Earnings per share
Continuing Operations' earnings per share were EUR 0.01 (-0.16) in 2013, while
Discontinued Operations' earnings per share were EUR 0.0 (-0.04), i.e. a total
of EUR 0.01 (-0.20).
Financial position, cash flow and financing
In the first quarter of the year, Glaston implemented extensive measures to
strengthen the company's financial position. These measures included a share
issue, the completion of the sale of the Software Solutions segment, the
conversion of convertible and debenture bonds into shares by using them as
payment in the conversion issue, a new long-term financing agreement, and the
sale and leaseback of the Tampere factory property complex.
In February 2013, Glaston signed a new long-term financing agreement. The
financing agreement is for three years and it is valid until 31 January 2016.
The covenants in use are interest cover, net debt/EBITDA, cash and cash
equivalents, and gross capital expenditure. The covenants will be monitored,
depending on the covenant, monthly, quarterly, semi-annually or annually. With
respect to the interest cover covenant, the first monitoring date is at the end
of the first quarter of 2014.
The Group's liquid funds at the end of the review period totalled EUR 16.4
(10.6) million. Interest-bearing net debt totalled EUR 8.6 (57.7) million and
net gearing was 16.9 (188.4)%.
The share issues executed during the first quarter improved Glaston's equity
ratio significantly. The equity ratio was 45.4 (21.6)% on 31 December 2013.
At the end of 2013, the consolidated asset total was EUR 125.6 (158.0) million.
The equity attributable to the owners of the parent was EUR 50.4 (30.3)
million. The share issue-adjusted equity per share was EUR 0.26 (0.27). Return
on equity in January-December was 3.2 (-53.6)%.
Cash flow from the operating activities of Continuing and Discontinued
Operations, before the change in working capital, was EUR 6.3 (1.1) million in
January-December. The change in working capital was EUR 0.9 (-2.3) million.
Cash flow from investing activities was EUR 22.5 (-5.5) million. Cash flow from
investing activities was influenced by proceeds from the sales of the Software
Solutions segment and the Tampere factory property, a total of EUR 25.3
million. Cash flow from financing activities in January-December was EUR -23.1
(-0.5) million.
Adjustment measures
At the end of the 2012, Glaston initiated negotiations on the adjustment of its
operations to the company's new structure and to the prevailing market
situation. The annual savings of the adjustment programme, around EUR 5
million, were realised in full during 2013.
Research and product development
Glaston's research and product development expenditure in 2013 totalled EUR 4.8
(5.3) million, i.e. 3.9 (4.6)% of net sales. Product development investments
were directed at the product series expansion and further development of the
GlastonAir™ concept, intended for the tempering of thin glass, the development
of multi-chamber solutions for the FC500™ and RC350™ machines, and upgrades to
the automation system and process control of flat tempering automation
machines, and the modernisation of machines with RC200-technology replacement
chamber solutions.
The early part of the year saw the launch of the GlastonAir™ flat tempering
machine representing the industry's most advanced technology, in which glass is
supported by hot air instead of rollers. The main advantage of air flotation is
uniform support, which facilitates the tempering of glass as thin as 2 mm
without compromising optical quality. With respect to the GlastonAir™
technology, interest was stimulated not only by the tempering of thin glass,
but also by low energy consumption in the tempering of thicker glasses and the
high optical quality of the tempered glass. Another new product launch was
IriControL™ technology, with which glass processors can measure and minimise
so-called anisotropic phenomena in tempered glass. In Asia, the RC and CCS flat
tempering product series were expanded with new machine models to meet
customers' needs.
In pre-processing machines, the new automatic UC cutting lines, which combine
high performance with a competitive price, were launched onto the market, as
was the Omnia double edging machine, which is suitable for the needs of both
the solar energy and appliance industries.
In the Services segment, the global launch of products launched onto the market
in 2012 continued. These products include the Glaston iControL™ automation
system upgrade, the Glaston RHC™ automatic roller heat control technology, the
RC200-zone™ replacement chamber solution and the RC200-2-zone™ additional
chamber.
Strategy
On 9 September 2013, Glaston published its updated strategic guidelines and
financial targets for 2013-2016. Glaston's goal is to deliver profitable growth
through innovation and technology leadership in selected product groups, while
at the same time ensuring the best customer value and experience in the
industry.
The safety glass market, which is Glaston's main field of business, is expected
to grow by nearly 7% per year up to 2017. In addition, the company is seeking
to grow particularly in tools (consumables relating to pre-processing machines)
and in services covering the entire lifecycle of products.
The financial targets underlying Glaston's strategy will run until 2016 and
they are: average growth in net sales of over 8% per year (CAGR), and by the
end of 2016 operating profit margin (EBIT) over 6%, and return on capital
employed (ROCE) over 10%.
Environment
The energy efficiency of glass processing machines and, moreover, the
energy-efficiency of the end products manufactured with them are highly
significant from an environmental perspective. Glaston aims to be as
environmentally friendly as possible in its operations. The company does not
cause air pollution or create emissions into land or water areas. The company's
operations may give rise to minor environmental effects, such as noise.
Glaston's glass processing machines and the components used in them have been
designed to withstand intense use. The life cycle of machines and equipment may
be measured in decades. The Glaston Genuine Care service concept is the most
extensive in the industry, and it offers customers continuous service
throughout the entire lifecycle of a product. The service covers maintenance
services, spare parts and tools for all machines and equipment as well as
upgrade products and modernisations.
Energy efficiency and its development play a key role in product development. A
result of the further development of flat tempering technology, the new Glaston
FC500+RC350™ double-chamber tempering lines deliver high capacity and at the
same time high quality energy glass production with a smaller carbon footprint.
Capital expenditure, depreciation and amortisation
The gross capital expenditure of Glaston's Continuing and Discontinued
Operations totalled EUR 2.8 (5.6) million. The most significant investments in
2013 were in product development.
In 2013, depreciation and amortisation of Continuing Operations on property,
plant and equipment and on intangible assets totalled EUR -4.6 (-5.4) million.
Discontinued Operations
In October 2012, Glaston announced that it was entering into negotiations on
the sale of the Software Solutions segment. The deal was concluded on 4
February 2013, when the sale of Albat+Wirsam Software GmbH's shares to Friedman
Corporation was completed after the terms of sale were fulfilled. The sales
price was approximately EUR 18 million, of which a portion is contingent. The
result of Glaston's Discontinued Operations in 2013 includes the result of the
Software Solutions segment for the period 1 January-31 January 2013 as well as
the result on the sale of the segment.
Changes in the company's management
On 1 February 2013, General Counsel Taina Tirkkonen was appointed to the
Executive Management Group. Following the sale of the shares of Albat+Wirsam
Software GmbH, Senior Vice President, Software Solutions Uwe Schmid resigned
from Glaston's Executive Management Group on 4 February 2013.
Employees
Glaston's Continuing Operations had a total of 581 (602) employees on 31
December 2013. Of the Group's employees, 22% worked in Finland and 29%
elsewhere in the EMEA area, 34% in Asia and 15% in the Americas. In the review
period, the average number of employees was 590 (820).
Share-based incentive schemes
On 7 February 2013, Glaston's Board of Directors decided on a new share-based
incentive plan for the Group's key personnel. The purpose of the new plan is to
unite the objectives of shareholders and key personnel in order to raise the
company's value, and to commit key personnel to the company and offer them a
competitive bonus plan based on long-term ownership of the company's shares.
The share bonus plan has one performance period, which began on 15 March 2013
and ends on 15 March 2014.
Participation in the scheme and receipt of rewards for the performance period
requires that a key employee subscribed for the company's shares in the share
issue organised in spring 2013. Rewards of the scheme will be paid in April
2014 as cash instead of shares in accordance with a decision of the Board of
Directors, provided that the key employee's employment or service with the
Group is in force and that he or she still owns the shares subscribed for in
the share issue. If a key employee's employment or service with the Group ends
before the payment of a reward, the main principle is that no reward will be
paid. The share bonus scheme's target group consists of 24 people.
On 12 December 2011, Glaston's Board of Directors decided on a share-based
incentive scheme for the Group's key personnel. The share bonus scheme has
three performance periods, namely the calendar years 2012, 2013 and 2014. The
company's Board of Directors decides on the scheme's performance criteria and
the targets set for them at the beginning of each performance period. The share
bonus scheme's target group consists of around 25 people. Glaston's Board of
Directors decided in January 2014 that the scheme will be withdrawn. No rewards
were paid under the scheme during its period of validity.
The President & CEO also has a separate share bonus arrangement, according to
which 50,000 Glaston Corporation shares were transferred to him one year after
the beginning of his employment relationship, namely in September 2010. The
shares earned cannot be transferred for two years from the date of acquisition
of the shares. If the President & CEO's employment ends during the restriction
period, the shares will be returned to the company. The performance period of
this scheme ended in 2012.
Group structural changes in 2013
On 4 February 2013, Glaston completed the sale of the Software Solutions
segment, when the shares of Albat+Wirsam Software GmbH were sold to Friedman
Corporation, a subsidiary of Constellation Software Inc.
Glaston Finland Oy's branch office in Sweden was closed in December 2013.
Extraordinary General Meeting
The Extraordinary General Meeting held on 12 February 2013 authorised the Board
of Directors to decide on one or more issuances of shares. Based on the
authorisation, the Board has the right to issue new shares or to dispose of
shares in the possession of the company up to 86,000,000 shares.
The authorisation entitles the Board to decide on a directed share issue. The
authorisation may be used for executing or financing arrangements important
from the company's point of view, such as the restructuring of the company's
financing structure or implementing business arrangements or investments, or
for other such purposes determined by the Board of Directors in which a weighty
financial reason for directing a share issue would exist.
The Board of Directors was authorised to decide on all other terms and
conditions of the issuance of shares, such as the payment period, grounds for
the determination of the subscription price and the subscription price. Based
on the authorisation, the subscription price may be paid also by other assets,
such as by setting off a receivable from the company, either partially or
entirely.
The authorisation was valid until 30 June 2013 and it did not invalidate the
authorisation granted by the Annual General Meeting on 5 April 2011.
Decisions of the Annual General Meeting
The Annual General Meeting of Glaston Corporation was held in Helsinki on 17
April 2013. The Annual General Meeting adopted the financial statements and
consolidated financial statements for the period 1 January - 31 December 2012.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting resolved that no dividend be distributed for the financial year ending
31 December 2012.
The Annual General Meeting discharged the Members of the Board of Directors and
the President & CEO from liability for the financial year 1 January - 31
December 2012.
The number of the Members of the Board of Directors was resolved to be six. The
Annual General Meeting decided to re-elect Claus von Bonsdorff, Anu Hämäläinen,
Teuvo Salminen, Christer Sumelius, Pekka Vauramo and Andreas Tallberg as
Members of the Board of Directors for the following term ending at the closing
of the next Annual General Meeting. After the Annual General Meeting, the Board
of Directors held an organising meeting, at which it elected Andreas Tallberg
as Chairman of the Board and Christer Sumelius as Deputy Chairman of the Board.
The Annual General Meeting resolved that the annual remuneration payable to
Members of the Board of Directors shall remain unchanged. The Chairman of the
Board shall be paid EUR 40,000, the Deputy Chairman EUR 30,000 and the other
Members of the Board EUR 20,000.
The Annual General Meeting elected as auditor Public Accountants Ernst & Young
Oy, with Authorised Public Accountant Harri Pärssinen as the responsible
auditor.
The Annual General Meeting authorised the Board of Directors to decide on the
issuance of shares as well as the issuance of options and other rights granting
entitlement to shares. The authorisation covers a maximum of 20,000,000 shares.
The authorisation does not exclude the Board of Directors' right to decide on a
directed issue. It was proposed that the authorisation be used for executing or
financing arrangements important from the company's point of view, such as
business arrangements or investments, or for other such purposes determined by
the Board of Directors in which a weighty financial reason would exist for
issuing shares, options or other rights granting entitlement to shares and
possibly directing a share issue.
The Board of Directors was authorised to resolve on all other terms and
conditions of the issuance of shares, options and other rights entitling to
shares as referred to in Chapter 10 of the Companies Act, including the payment
period, grounds for the determination of the subscription price and the
subscription price or allocation of shares, options or other rights without
payment or that the subscription price may be paid besides in cash also by
other assets either partially or entirely. The authorisation is valid until 30
June 2014 and it invalidates earlier authorisations.
Nomination Board
The Annual General Meeting resolved to establish a permanent Nomination Board
consisting of shareholders or representatives of shareholders to prepare and
present for the next Annual General Meeting and, if necessary, to an
Extraordinary General Meeting, proposals concerning the number and identities
of the members of the Board of Directors and the remuneration of the Board of
Directors. In addition, the task of the Nomination Board is to seek candidates
as potential board members. The Nomination Board consists of four members, all
of which are appointed by the company's four largest shareholders, who shall
appoint one member each. The Chairman of the company's Board of Directors shall
serve as an advisory member of the Nomination Board.
The company's largest shareholders entitled to appoint members to the
Nomination Board shall be determined on the basis of the registered holdings in
the company's shareholder register held by Euroclear Finland Ltd as of the
first working day in September in the year concerned. The Chairman of the Board
of Directors shall request each of the four largest shareholders to appoint one
member to the Nomination Board. In the event that a shareholder does not wish
to exercise his or her right to appoint a representative, it shall pass to the
next-largest shareholder who would not otherwise be entitled to appoint a
member to the Nomination Board.
The Nomination Board shall elect a Chairman from among its members. The
Chairman of the Board of Directors shall convene the first meeting of the
Nomination Board and the Nomination Board's Chairman shall be responsible for
convening subsequent meetings. The Nomination Board shall deliver its proposal,
which will be included in the notice to the Annual General Meeting, to the
Company's Board of Directors by the end of January preceding the next Annual
General Meeting.
Share issue
At its meeting on 28 February 2013, Glaston's Board of Directors decided, based
on the authorisations granted by the Extraordinary General Meeting held on 12
February 2013 and by the Annual General Meeting held on 5 April 2011, to
execute a share issue by offering a maximum of 50,000,000 new shares for
subscription by the public, in derogation of the pre-emptive subscription right
of shareholders, at the subscription price of EUR 0.20 per share. Furthermore,
the Board of Directors decided, based on the authorisation granted by the
Extraordinary General Meeting held on 12 February 2013, to execute a share
issue directed at the holders of the convertible bond issued by Glaston in 2009
and the debenture bond issued by Glaston in 2011. This conversion issue offered
a maximum of 38,119,700 new shares in the company for subscription by the
holders of the convertible bond and the debenture bond, in derogation of the
pre-emptive subscription right of shareholders. The conversion issue was
executed as a private placement arrangement to the holders of the bonds. The
subscription price of the new shares offered in the conversion issue was EUR
0.30 per share.
On 11 March 2013, Glaston's Board of Directors approved the subscriptions of
50,000,000 issued shares made in the share issue and the subscriptions of
38,119,700 new shares made in the conversion issue. As a result of the share
issue and the conversion issue, the number of the company's shares increased by
88,119,700 shares to 193,708,336 shares. The new shares were entered in the
Trade Register on 27 March 2013. The total subscriptions of the share issue and
the conversion issue were approximately EUR 21.4 million.
Shares and share prices
Glaston Corporation's paid and registered share capital on 31 December 2013 was
EUR 12.7 million and the number of issued and registered shares totalled
193,708,336. The company has one series of share. At the end of the year, the
company held 788,582 of the company's own shares (treasury shares),
corresponding to 0.41% of the total number of issued and registered shares and
votes. The counter book value of treasury shares is EUR 51,682.
Every share that the company does not hold itself entitles its owner to one
vote at a General Meeting of Shareholders. The share has no nominal value. The
counter book value of each registered share is EUR 0.07.
On 31 December 2013, the market capitalisation of the company's registered
shares, treasury shares excluded, was EUR 77.2 (27.2) million. During 2013,
approximately 35.6 million of the company's shares were traded, i.e. around
20.7% of the average number of registered shares. The lowest price paid for a
share was EUR 0.22 (0.23) and the highest price EUR 0.44 (0.74). The
volume-weighted average price of shares traded during January-December was EUR
0.35 (0.39). The closing price on 31 December 2013 was EUR 0.40 (0.26).
The share issue-adjusted equity per share attributable to the owners of the
parent was EUR 0.26 (0.27).
Disclosures under Chapter 9, Section 5 of the Securities Markets Act
During 2013, Glaston was informed of the following changes in ownership:
On 11 March 2013, Glaston received notification from GWS Trade Oy and Oy
G.W.Sohlberg Ab that both companies' share of the total number of shares and
voting rights in Glaston Corporation had fallen below 10%. Oy G.W.Sohlberg Ab's
holding (12,819,400 shares) of Glaston's total number of shares and voting
rights declined from 12.14% to 6.62% and GWS Trade Oy's holding (13,446,700
shares) of Glaston's total number of shares and voting rights declined from
12.73% to 6.94%. On the same day, Glaston received notification from Hymy
Lahtinen Oy that the company's share of the total number of shares and voting
rights in Glaston Corporation had risen above 5%. Hymy Lahtinen Oy's ownership
rose to 10,150,200 shares, which is 5.24% of all Glaston shares and votes.
On 12 March 2013, Glaston received notification from Etera Mutual Pension
Insurance Company that the company's share of the total number of shares and
voting rights in Glaston Corporation had risen above 10%. Etera Mutual Pension
Insurance Company's ownership rose to 26,764,885 shares, which is 13.82% of all
Glaston shares and votes. On the same day, Glaston received notification from
Yleisradio eläkesäätiö (Yleisradio Pension Fund) that its share of the total
number of shares and voting rights in Glaston Corporation had risen above 5%.
Yleisradio eläkesäätiö's ownership rose to 10,481,369 shares, which is 5.41% of
all Glaston shares and votes. All of the notifications were related to
Glaston's share issue directed at the public and the conversion issue directed
at holders of the convertible bond 2009 and the debenture bond 2011.
On 27 August 2013, Glaston received a notification that Oy G.W.Sohlberg Ab's
share of the total number of shares and voting rights in Glaston Corporation
had risen above 10% following the merger of GWS Trade Oy with its parent
company Oy G.W Sohlberg Ab. Oy G.W.Sohlberg Ab's ownership rose to 26,266,100
shares, which is 13.56% of all Glaston shares and votes.
Shareholders
Glaston Corporation's largest shareholders on 31 December 2013, the
distribution of share ownership by number of shares, and the distribution of
ownership by shareholder group are presented in Note 4 of the consolidated
financial statements. Information on the Glaston Corporation shares owned by
Members of the Board of Directors and the President & CEO is presented in Note
30 of the consolidated financial statements.
Glaston Corporation is unaware of any shareholder agreements or arrangements
relating to share ownership or the exercise of votes.
Events after the review period
On 21 January 2014, Glaston Corporation's Board of Directors decided on a new
incentive scheme for the Group's key personnel as part of a long-term incentive
and commitment scheme for the senior management of the Group and its
subsidiaries. The incentive scheme is tied to the development of Glaston's
share price. The scheme covers the years 2014-2016 and the possible rewards
will be paid in spring 2017. The incentive scheme covers 34 key Glaston
personnel.
In addition, the Board of Directors decided that the share-based incentive
scheme for 2012-2014, announced on 12 December 2011, will be withdrawn. No
rewards were paid under the scheme during its period of validity. At its meeting held on 23 January 2014, the Nomination Board appointed by the
Annual General Meeting gave its proposal on the number of the Members of the
Board of Directors and on the composition and remuneration of the Board of
Directors.
Risks and risk management
Glaston operates globally, and changes in the development of the world economy
directly affect the Group's operations and risks. A strategic risk for Glaston
is above all the loss of the Group's market shares, particularly in the most
strongly developing markets in Asia and South America as well as in Europe. The
arrival of a competing machine and glass processing technology on the market in
connection with technological development, which would require Glaston to make
considerable product development investments, as well as changes to legislation
regulating the company are also strategic risks. Glaston's most significant
operational risks include cost development relating to operational activity,
management of large customer projects, the availability of components,
management of the contractual partner and subcontractor network, product
development, succeeding in the effective protection of intellectual property
rights and efficient production as well as the availability and permanence of
expert personnel. Glaston continually develops its information systems and
despite careful planning, temporary disruptions to operations might be
associated with the introduction stages.
The Group's financial risks consist of foreign exchange, interest rate, credit
loss, counterparty and liquidity risks. The nature of international business
means that the Group has risks arising from fluctuations in foreign exchange
rates. Changes in interest rates represent an interest rate risk. Credit loss
and counterparty risks arise mainly from risks associated with the payment
period granted to customers. Liquidity risk is the risk that the Group's
negotiated credit facilities are insufficient to cover the financial needs of
the business or that obtaining new funding for these needs will cause a
significant increase in financing costs.
Uncertainties and risks in the near future
In Glaston's business environment there continues to be uncertainty, which
impacts customers' investment activity.
Global economic uncertainty and its impact on the development of the sector
have been taken into account in the short-term forecasts. If the recovery of
the sector is delayed further or slows, this will have a negative effect on
future cash flows.
Glaston performs annual goodwill impairment testing during the final quarter of
the year. In addition, goodwill impairment testing is performed if there are
indications of impairment. Due to prolonged market uncertainty, it is possible
that Glaston's recoverable amounts will be insufficient to cover the carrying
amounts of assets, particularly goodwill. If this happens, it will be necessary
to recognise an impairment loss, which, when implemented, will weaken the
result and equity.
Glaston has recognised a total of approximately EUR 3.6 million of loan,
interest and trade receivables from a counterparty whose financial situation is
challenging. Glaston is continuously monitoring the situation and will
recognise an impairment loss on these receivables, if necessary.
General business risks and risk management are outlined in more detail in
Glaston's 2013 Annual Report and on the company's website www.glaston.net.
Outlook
The company's financial position is stable, our operations have been adjusted
to correspond with the current market situation, and our product portfolio is
competitive. Now we are able to focus fully on developing and growing our
business.
We expect our markets to grow moderately in 2014. We believe that stable
development will continue in Asia and South America. We expect the recovery in
the North American market to continue. In the EMEA area, signs of recovery were
evident towards the end of 2013, and with respect to heat treatment machines we
expect this positive trend to continue.
Strong investment in product development will continue. In addition to the RC
and FC product series, we expect increased sales of new pre-processing machines
and the new GlastonAir™ technology.
Glaston operates in growing markets. Drivers of growth include increasing use
of safety glass, more widespread utilisation of energy-saving glass in both
renovations and new construction, and greater use of glass in construction
generally. In accordance with our new strategy, as well as on our traditional
key areas of expertise, namely glass processing machines and related services
covering the entire lifecycle of products, we will increasingly focus on
enhancing customer benefit and customer experience.
Glaston expects 2014 net sales and operating profit to grow.
Board of Directors' proposal on the distribution of profits
The distributable funds of Glaston Corporation, the parent of Glaston Group,
total EUR 51,587,237, of which the profit for the financial year is EUR
4,421,694.
The Board of Directors proposes to the Annual General Meeting that no dividend
be distributed from the profit for the year nor from retained earnings, and
that equity is not returned from the reserve for invested unrestricted equity.
EUR 51,587,237 will be left in distributable funds.
Helsinki, 6 February 2014
Glaston Corporation
Board of Directors
For further information, please contact:
President & CEO Arto Metsänen, tel. +358 10 500 500
Chief Financial Officer Sasu Koivumäki, tel. +358 10 500 500
GLASTON CORPORATION
Agneta Selroos
Director, Communications and Marketing
Glaston Corporation
Glaston is a global company developing glass processing technology for
architectural, solar, appliance and automotive applications. Our product
portfolio ranges from pre-processing and safety glass machines to services. We
are dedicated to our customers' continued success and provide services for all
glass processing needs with a lifecycle-long commitment in mind. Further
information is available at www.glaston.net. Glaston's share (GLA1V) is listed
on the NASDAQ OMX Helsinki Small Cap List.
Distribution: NASDAQ OMX, key media, www.glaston.net
GLASTON CORPORATION
CONDENSED FINANCIAL STATEMENTS AND NOTES 1 JANUARY - 31 DECEMBER 2013
These condensed financial statements are audited. Auditor's report has been
given on 6 February, 2014. Quarterly information and interim reports are not
audited.
As a result of rounding differences, the figures presented in the tables may
not add up to the total.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
restated
EUR million 31.12.2013 31.12.2012
Assets
Non-current assets
Goodwill 36.8 36.8
Other intangible assets 8.7 10.7
Property, plant and equipment 6.9 7.3
Investments in associates - -
Available-for-sale assets 0.3 0.3
Loan receivables 1.8 1.8
Deferred tax assets 3.7 6.7
----------------------------------------------------------------------------
Total non-current assets 58.3 63.8
Current assets
Inventories 19.7 21.8
Receivables
Trade and other receivables 30.5 31.2
Assets for current tax 0.7 0.9
----------------------------------------------------------------------------
Total receivables 31.2 32.0
Cash equivalents 16.4 10.6
Assets held for sale - 29.8
Total current assets 67.3 94.2
----------------------------------------------------------------------------
Total assets 125.6 158.0
============================================================================
restated
31.12.2013 31.12.2012
Equity and liabilities
Equity
Share capital 12.7 12.7
Share premium account 25.3 25.3
Other restricted equity reserves 0.1 0.0
Reserve for invested unrestricted equity 47.3 26.8
Treasury shares -3.3 -3.3
Fair value reserve 0.1 0.1
Other unrestricted equity reserves 0.1 0.1
Retained earnings and exchange differences -33.1 -8.9
Net result attributable to owners of the parent 1.3 -22.4
----------------------------------------------------------------------------
Equity attributable to owners of the parent 50.4 30.3
Non-controlling interest 0.3 0.3
----------------------------------------------------------------------------
Total equity 50.7 30.6
----------------------------------------------------------------------------
Non-current liabilities
Convertible bond - 8.2
Non-current interest-bearing liabilities 11.6 4.1
Non-current interest-free liabilities and provisions 2.7 2.6
Deferred tax liabilities 1.0 1.3
----------------------------------------------------------------------------
Total non-current liabilities 15.3 16.2
Current liabilities
Current interest-bearing liabilities 13.4 56.2
Current provisions 2.6 3.5
Trade and other payables 43.3 46.4
Liabilities for current tax 0.4 0.3
Liabilities related to assets held for sale - 4.7
Total current liabilities 59.7 111.2
----------------------------------------------------------------------------
Total liabilities 74.9 127.4
----------------------------------------------------------------------------
Total equity and liabilities 125.6 158.0
============================================================================
CONDENSED STATEMENT OF PROFIT OR LOSS
restat restat
ed ed
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2013 2012 2013 2012
Net sales 35.9 32.3 122.2 115.6
Other operating income 0.1 0.4 4.4 1.1
Expenses -33.0 -33.2 -116.2 -117.1
Depreciation, amortization and impairment -1.2 -1.4 -4.6 -8.4
--------------------------------------------------------------------------------
Operating result 1.9 -1.9 5.9 -8.8
Financial items, net -0.9 -3.5 -1.0 -8.6
--------------------------------------------------------------------------------
Result before income taxes 0.9 -5.5 4.9 -17.4
Income taxes -2.6 -0.9 -3.6 -0.8
--------------------------------------------------------------------------------
Profit / loss for the period from continuing -1.7 -6.4 1.3 -18.2
operations
--------------------------------------------------------------------------------
Profit / loss after tax for the period from 0.0 1.0 0.0 -4.2
discontinued operations
--------------------------------------------------------------------------------
Profit / loss for the period -1.7 -5.3 1.3 -22.4
================================================================================
Attributable to:
Owners of the parent -1.7 -5.3 1.3 -22.4
Non-controlling interest 0.0 0.0 0.0 0.0
Total -1.7 -5.3 1.3 -22.4
================================================================================
Earnings per share, EUR, continuing operations -0.01 -0.06 0.01 -0.16
Earnings per share, EUR, discontinued operations 0.00 0.01 0.00 -0.04
Earnings per share, EUR, basic and diluted -0.01 -0.05 0.01 -0.20
--------------------------------------------------------------------------------
Operating result, continuing operations , as % 5.2 -6.0 4.8 -7.6
of net sales
Profit / loss for the period, continuing -4.7 -19.7 1.1 -15.8
operations , as % of net sales
Profit / loss for the period, as % of net sales -4.7 -16.5 1.1 -19.4
Non-recurring items included in operating 0.0 - 3.7 -5.4
result, continuing operations
Operating result, non-recurring items excluded, 1.9 -1.9 2.1 -3.4
continuing operations
Operating result, continuing operations, 5.2 -6.0 1.7 -2.9
non-recurring items excluded, as % of net sales
CONSOLIDATED STATEMENT OF COMPEREHENSIVE INCOME
restat restat
ed ed
10-12/ 10-12/ 1-12/ 1-12/
2013 2012 2013 2012
Profit / loss for the period -1.7 -5.3 1.3 -22.4
Other comprehensive income that will be
reclassified subsequently to profit or loss:
Exchange differences on translating foreign 0.2 0.0 0.6 0.2
operations
Fair value changes of available-for-sale assets 0.0 0.0 0.0 0.0
Income tax on other comprehensive income 0.0 0.0 0.0 0.0
Other comprehensive income that will not be
reclassified subsequently to profit or loss:
Exchange differences on actuarial gains and 0.0 0.0 0.0 0.0
losses arising from defined benefit plans
Actuarial gains and losses arising from defined 0.0 -0.2 0.0 -0.2
benefit plans
Income tax on other actuarial gains and losses - 0.1 - 0.1
arising from defined benefit plans
Other comprehensive income for the reporting 0.1 -0.2 0.5 0.0
period, net of tax
--------------------------------------------------------------------------------
Total comprehensive income for the reporting -1.6 -5.5 1.8 -22.4
period
--------------------------------------------------------------------------------
Attributable to:
Owners of the parent -1.6 -5.5 1.8 -22.3
Non-controlling interest 0.0 0.0 0.0 0.0
Total comprehensive income for the reporting -1.6 -5.5 1.8 -22.4
period
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
EUR million restated
1-12/2013 1-12/2012
Cash flows from operating activities
Cash flow before change in net 6.3 1.1
working capital
Change in net working capital 0.9 -2.3
--------------------------------------------------------------------------------
Net cash flow from operating 7.1 -1.1
activities
Cash flow from investing activities
Business combinations - -0.1
Other purchases of non-current -2.8 -5.6
assets
Proceeds from sale of business 12.9 -
Proceeds from sale of assets held 12.4 -
for sale
Proceeds from sale of other 0.0 0.2
non-current assets
--------------------------------------------------------------------------------
Net cash flow from investing 22.5 -5.5
activities
--------------------------------------------------------------------------------
Cash flow before financing 29.6 -6.6
Cash flow from financing activities
Share issue, net 9.1 -
Increase in non-current liabilities 14.8 0.1
Decrease in non-current liabilities -43.5 -1.6
Changes in loan receivables 0.1 0.1
(increase - / decrease +)
Increase in short-term liabilities 44.4 11.2
Decrease in short-term liabilities -47.9 -10.3
--------------------------------------------------------------------------------
Net cash flow from financing -23.1 -0.5
activities
--------------------------------------------------------------------------------
Effect of exchange rate changes -1.0 -0.6
Net change in cash and cash 5.5 -7.7
equivalents
================================================================================
Cash and cash equivalents at the 10.9 18.6
beginning of period
Cash and cash equivalents at the end 16.4 10.9
of period
--------------------------------------------------------------------------------
Net change in cash and cash 5.5 -7.7
equivalents
================================================================================
Cash flows include also cash flows arising from discontinued 15.5
operations.
Proceeds from divestment of businesses:
EUR million
Purchase consideration received in cash
Expenses related to the sale, paid in 2013 -1.1
Cash and cash equivalents of divested subsidiaries -1.6
--------------------------------------------------------------------------------
Net cash flow 12.9
-----------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
EUR million Share Share Other restr. Treasur Fair value
capita premi equity y and other
l um account reserves shares reserves
---------------------------------------------------------
Equity at 1 January, 12.7 25.3 26.8 -3.3 0.0
2012, restated
--------------------------------------------------------------------------------
Total comprehensive - - - - 0.0
income for the period
Reversal of unpaid - - - - -
dividends
Reclass-ification - - - - 0.1
Share-based incentive - - - - -
plan
Share-based incentive - - - - -
plan, tax effect
Equity at 31 December, 12.7 25.3 26.8 -3.3 0.1
2012, restated
================================================================================
EUR million Share Share Other restr. Treasur Fair value
capita premium equity y and other
l account reserves shares reserves
---------------------------------------------------------
Equity at 1 January, 12.7 25.3 26.8 -3.3 0.1
2013, restated
--------------------------------------------------------------------------------
Total comprehensive - - - - 0.0
income for the period
Reclassification - - - - 0.1
Share-based incentive - - - - -
plan
Share-based incentive - - - - -
plan, tax effect
Share issue less of - - 9.1 - -
costs
Share issue paid with - - 11.4 - -
convertible and
debenture bonds
Result effect of the - - - - -
conversion issue
-----------------------
Equity at 31 December, 12.7 25.3 47.3 -3.3 0.2
2013
================================================================================
EUR million Retained Exch. Equity attr. to Non-contr Total
earnings diff. owners of the . equity
parent interest
-------------------------------------------------------
Equity at 1 January, -8.6 -0.3 52.6 0.3 53.0
2012, restated
--------------------------------------------------------------------------------
Total comprehensive -22.5 0.2 -22.3 0.0 -22.4
income for the period
Reversal of unpaid 0.0 - 0.0 - 0.0
dividends
Reclass-ification -0.1 - 0.0 - 0.0
Share-based incentive 0.0 - 0.0 - 0.0
plan
Share-based incentive 0.0 - 0.0 - 0.0
plan, tax effect
Equity at 31 December, -31.2 -0.1 30.3 0.3 30.6
2012, restated
================================================================================
EUR million Retained Exch. Equity attr. to Non-contr Total earnings diff. owners of the . equity
parent interest
-------------------------------------------------------
Equity at 1 January, -31.2 -0.1 30.3 0.3 30.6
2013, restated
--------------------------------------------------------------------------------
Total comprehensive 1.3 0.6 1.8 0.0 1.8
income for the period
Reclassification -0.1 - 0.0 - 0.0
Share-based incentive - - 0.0 - 0.0
plan
Share-based incentive - - 0.0 - 0.0
plan, tax effect
Share issue less of - - 9.1 - 9.1
costs
Share issue paid with -1.9 - 9.5 - 9.5
convertible and
debenture bonds
Result effect of the -0.4 - -0.4 - -0.4
conversion issue
--------------------------------------------------------------------------------
Equity at 31 December, -32.3 0.5 50.4 0.3 50.7
2013
================================================================================
During the first quarter Glaston had two share issues. A EUR 10 million share
issue was directed to the public and another share issue was directed to the
holders of the convertible bond and the debenture bond. In this conversion
issue the principals as well as accrued interest, in total EUR 11.4 million,
were used as payment for the shares. Both share issues were recognized in
reserve for invested unrestricted equity. The expenses arising from the share
issue, in total EUR 0.9 million, have been deducted from the reserve for
invested unrestricted equity.
FINANCIAL ITEMS
During the first quarter Glaston purchased back convertible bonds with a
nominal value of EUR 2 million. The price paid for the bonds was less than the
nominal value which resulted in a EUR 0.9 million financial income.
In addition, during the first quarter the remaining convertible bonds with
accrued interest as well as debenture bond with accrued interest were used as
payment in a share issue (conversion issue). As the conversion price was higher
than the fair value of the share at the time of conversion, a financial income
of EUR 1.9 million was recognized.
Neither of the financial income affected cash flow.
KEY RATIOS
restated
31.12.2013 31.12.2012
EBITDA, as % of net sales (1 8.6 -0.3
Operating result (EBIT), as % of net sales 4.8 -7.6
Profit / loss for the period, as % of net sales 1.1 -19.4
Gross capital expenditure, continuing and discontinued 2.8 5.6
operations, EUR million
Gross capital expenditure, as % of net sales of 2.2 4.1
continuing and discontinued operations
Equity ratio, % 45.4 21.6
Gearing, % 49.3 224.0
Net gearing, % 16.9 188.4
Net interest-bearing debt, EUR million 8.6 57.7
Capital employed, end of period, EUR million 75.6 99.2
Return on equity, %, annualized 3.2 -53.6
Return on capital employed, %, annualized 9.9 -12.6
Return on capital employed, continuing operations %, 9.8 -9.4
annualized
Number of personnel, average 590 820
Number of personnel, continuing operations , end of 581 602
period
Number of personnel, discontinued operations, end of - 175
period
Number of personnel, end of period 581 776
(1 EBITDA = Operating result + depreciation, amortization and impairment
(2 Assets held for sale and related liabilities are included in calculation of
the key ratio
PER SHARE DATA
restated
31.12.2013 31.12.2012
Number of registered shares, end of period, treasury 192,920 104,800
shares excluded (1,000)
Number of shares issued, end of period, adjusted with 192,920 113,241
share issue, treasury shares excluded (1,000)
Number of shares, average, adjusted with share issue, 174,146 113,241
treasury shares excluded (1,000)
Number of shares, dilution effect of the convertible 175,860 120,514
bond taken into account, average, adjusted with share
issue, treasury shares excluded (1,000) ('
EPS, continuing operations , basic and diluted, adjusted 0,01 -0,16
with share issue, EUR
EPS, Discontinued Operations, basic and diluted, 0,00 -0,04
adjusted with share issue, EUR
EPS, total, basic and diluted, adjusted with share 0,01 -0,20
issue, EUR
Adjusted equity attributable to owners of the parent per 0,26 0,27
share, EUR
Price per adjusted earnings per share (P/E) ratio 53,8 -1,3
Price per adjusted equity attributable to owners of the 1,53 0,97
parent per share
Market capitalization of registered shares, EUR million 77,2 27,2
Share turnover, % (number of shares traded, % of the 20,7 16,9
average registered number of shares)
Number of shares traded, (1,000) 35,594 17,736
Closing price of the share, EUR 0.40 0.26
Highest quoted price, EUR 0.44 0.74
Lowest quoted price, EUR 0.22 0.23
Volume-weighted average quoted price, EUR 0.35 0.39
DEFINITIONS OF KEY RATIOS
Per share data
Earnings per share (EPS), continuing operations:
Net result of continuing operations attributable to owners of the parent /
Adjusted average number of shares
Earnings per share (EPS), discontinued operations:
Net result of discontinued operations attributable to owners of the parent /
Adjusted average number of shares
Earnings per share (EPS):
Net result attributable to owners of the parent / Adjusted average number of
shares
Diluted earnings per share:
Net result attributable to owners of the parent adjusted with the result effect
of the convertible bond / Adjusted average number of shares, dilution effect of
the convertible bond taken into account
Dividend per share:
Dividends paid / Adjusted number of issued shares at end of the period
Dividend payout ratio:
(Dividend per share x 100) / Earnings per share
Dividend yield:
(Dividend per share x 100) / Share price at end of the period
Equity attributable to owners of the parent per share:
Equity attributable to owners of the parent at end of the period / Adjusted
number of shares at end of the period
Average trading price:
Shares traded (EUR) / Shares traded (volume)
Price per earnings per share (P/E):
Share price at end of the period / Earnings per share (EPS)
Price per equity attributable to owners of the parent per share:
Share price at end of the period / Equity attributable to owners of the parent
per share
Share turnover:
The proportion of number of shares traded during the period to weighted average
number of shares
Market capitalization:
Number of shares at end of the period x share price at end of the period
Number of shares at period end:
Number of issued shares - treasury shares
Financial ratios
EBITDA:
Profit / loss of continuing operations before depreciation, amortization and
impairment, share of associates' results included
Operating result (EBIT):
Profit / loss of continuing operations after depreciation, amortization and
impairment, share of associates' results included
Operating result (EBIT) excluding non-recurring items:
Profit / loss of continuing operations after depreciation, amortization and
impairment, share of associates' results included, non-recurring items excluded
Cash and cash equivalents:
Cash + other financial assets (includes cash and cash equivalents classified as
held for sale)
Net interest-bearing debt:
Interest-bearing liabilities (includes interest-bearing liabilities classified
as held for sale) - cash and cash equivalents
Financial expenses:
Interest expenses of financial liabilities + fees of financing arrangements +
foreign currency differences of financial liabilities (total of continuing and
discontinued operations)
Equity ratio, %:
Equity (Equity attributable to owners of the parent + non-controlling interest)
x 100 / Total assets - advance payments received
Gearing, %:
Interest-bearing liabilities x 100 / Equity (Equity attributable to owners of
the parent + non-controlling interest)
Net gearing, %:
Net interest-bearing debt x 100 / Equity (Equity attributable to owners of the
parent + non-controlling interest)
Return on capital employed, % (ROCE):
Profit / loss before taxes + financial expenses x 100 / Equity +
interest-bearing liabilities, average of 1 January and end of the reporting
period
Return on equity, % (ROE)
Profit / loss for the reporting period x 100 /
Equity (Equity attributable to owners of the parent + non-controlling
interest), average of 1 January and end of the reporting period
ACCOUNTING PRINCIPLES
The consolidated financial statements of Glaston Group are prepared in
accordance with International Financial Reporting Standards (IFRS), including
International Accounting Standards (IAS) and Interpretations issued by the
International Financial Reporting Interpretations Committee (SIC and IFRIC).
International Financial Reporting Standards are standards and their
interpretations adopted in accordance with the procedure laid down in
regulation (EC) No 1606/2002 of the European Parliament and of the Council. The
Notes to the Financial Statements are also in accordance with the Finnish
Accounting Act and Ordinance and the Finnish Companies' Act.
These condensed consolidated financial statements have been prepared in
accordance with International Financial Reporting Standard IAS 34 Interim
Reporting as approved by the European Union. They do not include all the
information required for full annual financial statements.
The accounting principles applied in these condensed consolidated financial
statements are the same as those applied by Glaston in its consolidated
financial statements as at and for the year ended 31 December, 2012, with the
exception of the following new or revised or amended standards and
interpretations which have been applied from 1 January, 2013:
Revised IAS 19 Employee Benefits
Standard changes the recognition of actuarial gains and losses. The corridor
method is no longer allowed in recognizing actuarial gains and losses but they
are recognized in other comprehensive income. Only current and past service
costs as well as net interest on net defined benefit liability can be recorded
in profit or loss. Other changes in net defined benefit liability are
recognized in other comprehensive income with not subsequent recycling to
profit or loss. The revised IAS 19 standard is applied retrospectively. As a
result of applying the revised IAS 19, Glaston's liabilities from defined
benefit plans increased approximately EUR 0.4 million and equity decreased
approximately EUR 0.5 million.
IFRS 13 Fair Value Measurement
The new standard sets out the requirement to determine fair value and to
disclose related information in the financial statements. IFRS 13 extends the
disclosure requirement for assets measured at the fair value not included in
financial assets.
The new standard is not expected to have material impact on consolidated
financial statements.
IAS 1 (Amendment) Presentation of Financial Statements
The most significant change is the requirement to group the items included in
the statement of comprehensive income, depending on their potential recognition
through profit or loss in the future (reclassification adjustments) The
amendment has no effect on which items are presented in the statement of
comprehensive income but they do affect the method of presentation in
consolidated financial statements.
Other new or amended standards or interpretations applicable from 1 January,
2013 are not material for Glaston Group.
Glaston will apply the following new or revised or amended standards and
interpretations from 1 January, 2014, if EU has approved them:
IFRS 10 Consolidated Financial Statements
Standard establishes principles for the presentation and preparation of
consolidated financial statements when an entity controls one or more entities.
The standard define s the principles of control and establishes control as the
basis for consolidation. The amendment of IFRS 10 does not affect the
consolidated financial statements of Glaston.
IFRS 11 Joint Arrangements
Standard outlines the accounting by entities that jointly control an
arrangement. Joint control involves the contractual agreed sharing of control
and arrangements subject to joint control and classified as either a joint
venture or joint operation.
The amendment does not have an impact on the consolidated financial statements.
IFRS 12 Disclosure of Interests in Other Entities
Standard is a consolidated disclosure standard requiring a wide range of
disclosures about an entity's interests in subsidiaries, join arrangements,
associates and unconsolidated structured entities. The new standard extends the
scope of Group disclosures about its interests in other entities.
IFRS 27 (revised) Separate Financial Statements
The amended IAS 27 outlines the accounting and disclosure requirements for
separate financial statements remaining after sections regarding control were
included in the new IFRS 10. The amendment does not have a material impact on
the consolidated financial statements.
IFRS 28 (revised) Investments in Associates and Joint Ventures
The amended standard outlines how to apply the equity method to investments in
associates and joint ventures following the publication of IFRS 11.
The amendment does not have a material impact on the consolidated financial
statements.
IAS 32 (amended) Financial Instruments: presentation on asset and liability
offsetting
The amendment clarifies some of the requirements for offsetting financial
assets and financial liabilities on the balance sheet.
The amendment does not have a material impact on the consolidated financial
statements.
IAS 36 (amended) Impairment of assets on recoverable amount disclosures
The amendment addresses the disclosure of information about the recoverable
amount of impaired assets if that amount is based on fair value less costs of
disposal.
Other new or amended standards or interpretations applicable from 1 January,
2014 are not material for Glaston Group.
SEGMENT INFORMATION
The reportable segments of Glaston are Machines and Services. Software
Solutions segment, which has previously belonged to reportable segments is
presented as discontinued operations. Glaston follows the same commercial terms
in transactions between segments as with third parties.
The reportable segments consist of operating segments, which have been
aggregated in accordance with the criteria of IFRS 8.12. Operating segments
have been aggregated, when the nature of the products and services is similar,
the nature of the production process is similar, as well as the type or class
of customers. Also the methods to distribute products or to provide services
are similar.
The reportable Machines segment consists of Glaston's operating segments
manufacturing glass processing machines and related tools. The Machines segment
includes manufacturing and sale of glass tempering, bending and laminating
machines, glass pre-processing machines as well as sale and manufacturing of
tools.
Services segment includes maintenance and service of glass processing machines
and sale of spare parts and upgrades.
The unallocated operating result consists of head office operations of the
Group.
The non-recurring items of January - December 2013, in total EUR 3.7 million
positive, consist mainly of the gain from the sale of Tampere real estate.
Other non-recurring items are adjustments made to restructuring costs initially
recognized in 2012.
The non-recurring items of January - December 2012 consist of goodwill
impairment loss (EUR 3.0 million), goodwill impairment loss arising from
measurement of disposal group classified as held for sale at fair value less
costs to sell (EUR 5.2 million, in result of discontinued operations) and
personnel and other costs arising from restructuring (EUR 2.9 million, of which
EUR 0.5 million in result of discontinued operations).
Segment assets include external trade receivables and inventory, and segment
liabilities include external trade payables and advance payments received. In
addition, segment assets and liabilities include business related prepayments
and accruals as well as other business related receivables and liabilities.
Segment assets and liabilities do not include loan receivables, prepayments and
receivables related to financial items, interest-bearing liabilities, accruals
and liabilities related to financial items, income and deferred tax assets and
liabilities nor cash and cash equivalents.
Continuing operations
Machines
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2013 2012 2013 2012
--------------------------------------------------------------------------------
External sales 28.1 22.7 92.6 84.7
Intersegment sales 0.0 0.0 0.0 0.0
--------------------------------------------------------------------------------
Net sales 28.1 22.7 92.6 84.7
EBIT excluding non-recurring items 1.7 0.5 2.3 -2.6
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring items 6.0 2.1 2.5 -3.1
Non-recurring items 0.0 -1.8 0.0 -4.7
--------------------------------------------------------------------------------
EBIT 1.7 -1.3 2.3 -7.3
EBIT-% 6.0 -5.7 2.5 -8.6
Net working capital 25.4 30.0
--------------------------------------------------------------------------------
Number of personnel, average 448 492
Number of personnel, end of period 441 461
--------------------------------------------------------------------------------
Services
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2013 2012 2013 2012
--------------------------------------------------------------------------------
External sales 7.7 9.5 28.9 30.8
Intersegment sales 0.3 0.3 1.3 1.5
--------------------------------------------------------------------------------
Net sales 8.0 9.9 30.2 32.3
EBIT excluding non-recurring items 1.7 2.0 5.3 5.9
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring items 21.2 19.9 17.6 18.3
Non-recurring items - -0.1 0.0 -0.1
--------------------------------------------------------------------------------
EBIT 1.7 1.9 5.3 5.8
EBIT-% 21.2 18.8 17.6 18.0
Net working capital 21.9 23.1
--------------------------------------------------------------------------------
Number of personnel, average 130 129
Number of personnel, end of period 128 130
--------------------------------------------------------------------------------
Glaston Group
Net sales
---------------------------------------------------
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2013 2012 2013 2012
--------------------------------------------------------------------------------
Machines 28.1 22.7 92.6 84.7
Services 8.0 9.9 30.2 32.3
Other and intersegment sales -0.2 -0.3 -0.6 -1.4
Glaston Group total 35.9 32.3 122.2 115.6
--------------------------------------------------------------------------------
EBIT
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2013 2012 2013 2012
--------------------------------------------------------------------------------
Machines 1.7 0.5 2.3 -2.6
Services 1.7 2.0 5.3 5.9
Other and eliminations -1.5 -1.9 -5.5 -6.7
EBIT excluding non-recurring items 1.9 0.5 2.1 -3.4
--------------------------------------------------------------------------------
Non-recurring items 0.0 -2.4 3.7 -5.4
EBIT, continuing operations 1.9 -1.9 5.9 -8.8
--------------------------------------------------------------------------------
Net financial items -0.9 -3.5 -1.0 -8.6
--------------------------------------------------------------------------------
Result before income taxes from continuing 0.9 -5.5 4.9 -17.4
operations
Income taxes from continuing operations -2.6 -0.9 -3.6 -0.8
Result from continuing operations -1.7 -6.4 1.3 -18.2
--------------------------------------------------------------------------------
Net discontinued operations 0.0 1.0 0.0 -4.2
Net result -1.7 -5.3 1.3 -22.4
--------------------------------------------------------------------------------
Number of personnel, average 590 634
Number of personnel, end of period 581 602
--------------------------------------------------------------------------------
Segment assets
---------------------------------------------
EUR million 31.12.2013 31.12.2012
--------------------------------------------------------------------
Machines 66.2 73.4
Services 27.7 29.0
Total segments 93.9 102.4
--------------------------------------------------------------------
Unallocated and eliminations and adjustments 4.9 2.8
Total segment assets 98.8 105.2
--------------------------------------------------------------------
Other assets 26.8 52.8
Total assets 125.6 158.0
--------------------------------------------------------------------
Segment liabilities
---------------------------------------------
EUR million 31.12.2013 31.12.2012
--------------------------------------------------------------------
Machines 40.9 43.4
Services 5.8 6.0
Total segments 46.7 49.4
--------------------------------------------------------------------
Unallocated and eliminations and adjustments 1.9 2.3
Total segment liabilities 48.6 51.7
--------------------------------------------------------------------
Other liabilities 26.3 75.6
Total liabilities 74.9 127.4
--------------------------------------------------------------------
Net working capital
---------------------------------------------
EUR million 31.12.2013 31.12.2012
--------------------------------------------------------------------
Machines 25.4 30.0
Services 21.9 23.1
Total segments 47.2 53.0
--------------------------------------------------------------------
Unallocated and eliminations and adjustments 2.9 0.5
Total Glaston Group 50.2 53.5
--------------------------------------------------------------------
Order intake (continuing operations)
EUR million 31.12.2013 31.12.2012
------------------------------------------------------------
Machines 94.5 86.3
Services 28.7 31.8
Total Glaston Group 123.3 118.1
------------------------------------------------------------
EUR million 31.12.2013 31.12.2012
------------------------------------------------------------
EMEA 50.6 48.2
Asia 27.2 25.4
America 44.4 42.0
Total 122.2 115.6
------------------------------------------------------------
QUARTERLY NET SALES, OPERATING RESULT, ORDER INTAKE AND ORDER BOOK
Continuing operations
Machines
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2013 2013 2013 2012 2012 2012 2012
--------------------------------------------------------------------------------
External sales 28.1 19.0 26.4 19.1 22.7 18.4 21.7 21.9
Intersegment sales 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
--------------------------------------------------------------------------------
Net sales 28.1 19.1 26.4 19.1 22.7 18.4 21.7 21.9
EBIT excluding 1.7 0.0 1.0 -0.4 0.5 -0.5 -1.7 -0.9
non-recurring items
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring 6.0 -0.2 4.0 -1.9 2.1 -2.5 -7.8 -4.1
items
Non-recurring items 0.0 0.0 0.0 0.0 -1.8 - - -3.0
----------------------------
EBIT 1.7 0.0 1.1 -0.4 -1.3 -0.5 -1.7 -3.9
--------------------------------------------------------------------------------
EBIT-% 6.0 -0.2 4.0 -2.0 -5.7 -2.5 -7.8 -17.7
--------------------------------------------------------------------------------
Services
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2013 2013 2013 2012 2012 2012 2012
--------------------------------------------------------------------------------
External sales 7.7 7.2 6.7 7.2 9.5 6.3 6.7 8.3
Intersegment sales 0.3 0.3 0.3 0.5 0.3 0.6 0.3 0.2
--------------------------------------------------------------------------------
Net sales 8.0 7.5 7.0 7.7 9.9 6.8 7.0 8.5
EBIT excluding 1.7 1.2 1.2 1.2 2.0 1.2 1.0 1.7
non-recurring items
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring 21.2 16.5 16.7 15.6 19.9 18.1 13.7 20.5
items
Non-recurring items - - - 0.0 -0.1 - - -
----------------------------
EBIT 1.7 1.2 1.2 1.2 1.9 1.2 1.0 1.7
--------------------------------------------------------------------------------
EBIT-% 21.2 16.5 16.7 15.6 18.8 18.1 13.7 20.5
--------------------------------------------------------------------------------
Net sales
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2013 2013 2013 2012 2012 2012 2012
--------------------------------------------------------------------------------
Machines 28.1 19.1 26.4 19.1 22.7 18.4 21.7 21.9
Services 8.0 7.5 7.0 7.7 9.9 6.8 7.0 8.5
Other and intersegment -0.2 -0.3 0.3 -0.4 -0.3 -0.6 -0.3 -0.2
sales
Glaston Group total 35.9 26.3 33.7 26.4 32.3 24.6 28.5 30.2
--------------------------------------------------------------------------------
EBIT
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2013 2013 2013 2012 2012 2012 2012
--------------------------------------------------------------------------------
Machines 1.7 0.0 1.0 -0.4 0.5 -0.5 -1.7 -0.9
Services 1.7 1.2 1.2 1.2 2.0 1.2 1.0 1.7
Other and eliminations -1.5 -1.6 -1.2 -1.2 -1.9 -1.2 -2.0 -1.6
EBIT excluding 1.9 -0.4 1.1 -0.4 0.5 -0.4 -2.7 -0.7
non-recurring items
--------------------------------------------------------------------------------
Non-recurring items 0.0 0.0 0.0 3.7 -2.4 - - -3.0
----------------------------------------------------
EBIT 1.9 -0.4 1.1 3.4 -1.9 -0.4 -2.7 -3.7
--------------------------------------------------------------------------------
Order book (continuing operations)
-----------------------------------------------------------------------
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2013 2013 2013 2012 2012 2012 2012
-----------------------------------------------------------------------
Machines 38.0 40.0 32.2 37.8 33.1 31.3 30.8 34.2
Services 1.1 2.0 1.6 1.6 1.1 4.0 3.3 1.1
Total Glaston Group 39.1 42.0 33.8 39.4 34.2 35.3 34.1 35.2
-----------------------------------------------------------------------
Order intake (continuing operations)
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2013 2013 2013 2012 2012 2012 2012
-----------------------------------------------------------------------
Machines 26.3 26.7 20.3 21.4 25.5 21.1 19.1 20.7
Services 7.1 7.6 6.7 7.5 7.9 7.3 9.1 7.6
Total Glaston Group 33.3 34.2 26.9 28.8 33.3 28.4 28.2 28.3
-----------------------------------------------------------------------
Discontinued Operations and Assets and Liabilities of Disposal Group Classified
as Held for Sale
Glaston announced in October 2012 that it was negotiating of sale of Software
Solutions business area. Glaston published in November 2012 that it has signed
a binding contract of the sale of the business area. The closing of the sale
took place on 4 February, 2013. The result of Software Solutions business area
as well as the result from the sale transaction is presented as profit / loss
for the period from continuing operations.
Revenue, expenses and result of discontinued operations
EUR million 1-12/201 1-12/201
3 2
Revenue 1.8 21.0
Expenses -1.2 -19.2
--------------------------------------------------------------------------------
Gross profit 0.5 1.7
Finance costs, net 0.0 0.0
Impairment loss recognized on the remeasurement to fair - -5.2
value less cost to sell
--------------------------------------------------------------------------------
Profit / loss before tax from discontinued operations 0.5 -3.5
Current income tax -0.1 -0.7
Income tax related to measurement to fair value less costs - -
to sell
Loss from disposal of discontinued operations -0.4 -
Profit / loss from discontinued operations 0.0 -4.2
--------------------------------------------------------------------------------
Profit / loss from discontinued operations in 2012 include EUR 5.2 million
goodwill impairment loss. The goodwill impairment loss arises from measurement
of net assets held for sale to fair value less costs to sell
Assets and liabilities of disposal group classified as held for sale
Assets and liabilities of disposal groups at 31, December 2012 included, in
addition to assets and liabilities related to discontinued operations, also the
real estate in Tampere, Finland, which Glaston had classified as non-current
asset held for sale. The sale and leaseback transaction took place at the end
of March 2013. The lease agreement arising from the transaction will be an
operating lease.
31.12.2013 31.12.2012
Assets
Goodwill - 7.6
Other intangible assets - 7.3
Tangible assets - 9.6
Investments in associates - 0.1
Available-for-sale assets - 0.0
Deferred tax asset - 0.0
Inventories - 0.0
Assets for current tax - 0.0
Trade and other receivables - 5.0
Cash equivalents - 0.3
Assets classified as held for sale - 29.8
----------------------------------------------------------------------------
Liabilites
Deferred tax liability - 1.8
Non-current interest-free liabilities and provisions - 0.1
Current provisions - 0.4
Current interest-bearing liabilities - 0.0
Trade and other payables - 2.1
Liabilities for current tax - 0.2
Liabilities related to assets held for sale - 4.7
----------------------------------------------------------------------------
Net cash flows of discontinued operations
EUR million 1-12/2013 1-12/2012
Operating 1.0 2.8
Investing -0.3 -3.1
Financing 0.0 0.0
Net cash flow 0.7 -0.3
-----------------------------------
CONTINGENT LIABILITIES
EUR million 31.12.2013 31.12.2012
Mortgages and pledges
On own behalf 303.3 470.8
On behalf of others 0.0 0.1
Guarantees
On own behalf 4.1 0.4
On behalf of others 0.0 0.0
Lease obligations 18.5 7.2
Other obligation on own behalf 0.7 0.5
Mortgages and pledges include EUR 90.7 million shares in group companies and
EUR 44.0 million receivables from group companies.
Glaston Group has international operations and can be a defendant or plaintiff
in a number of legal proceedings incidental to those operations. The Group does
not expect the outcome of any unmentioned legal proceedings currently pending,
either individually or in the aggregate, to have material adverse effect upon
the Group's consolidated financial position or results of operations.
DERIVATIVE INSTRUMENTS
EUR million 31.12.2013 31.12.2012
Nominal value Fair value Nominal value Fair value
Commodity derivatives
Electricity forwards 0.4 -0.1 0.3 0.0
Derivative instruments are used only for hedging purposes. Nominal values of
derivative instruments do not necessarily correspond withthe actual cash flows
between the counterparties and do not therefore give a fair view of the risk
position of the Group. The fair values are based on market valuation on the
date of reporting.
PROPERTY, PLANT AND EQUIPMENT
EUR million
Changes in property, plant and equipment 1-12/2013 1-12/2012
Carrying amount at beginning of the period 7.3 18.7
--------------------------------------------------------------------------
Additions 1.0 0.5
Disposals 0.0 -0.0
Depreciation -1.3 -2.2
Impairment losses and reversals of impairment losses 0.0 -
Reclassification and other changes -0.7 0.0
Transfer to / from assets held for sale 0.7 -9.6
Exchange differences -0.1 -0.1
Carrying amount at end of the period 6.9 7.3
--------------------------------------------------------------------------
At the end of December 2013 or 2012 Glaston did not have of contractual
commitments for the acquisition of property, plant and equipment.
Changes in intangible assets 1-12/2013 1-12/2012
Carrying amount at beginning of the period 47.6 70.8
--------------------------------------------------------------------------
Additions 1.4 2.0
Disposals -0.1 0.0
Depreciation -3.3 -3.2
Impairment losses and reversals of impairment losses 0.0 -3.0
Reclassification and other changes - 0.0
Transfer to / from assets held for sale - -18.9
Exchange differences 0.0 0.0
Carrying amount at end of the period 45.6 47.6
--------------------------------------------------------------------------
SHAREHOLDER INFORMATION
20 largest shareholders 31 December, 2013
Shareholder Number of % of shares and
shares votes
1 Etera Mutual Pension Insurance Company 27,593,878 14.25 %
2 Oy G.W.Sohlberg Ab 26,266,100 13.56 %
3 Varma Mutual Pension Insurance Company 17,331,643 8.95 %
4 Suomen Teollisuussijoitus Oy 16,601,371 8.57 %
5 Hymy Lahtinen Oy 10,000,000 5.16 %
6 Yleisradio Pension Foundation 8,887,235 4.59 %
7 Päivikki and Sakari Sohlberg Foundation 4,815,600 2.49 %
8 Investsum Oy 3,480,000 1.80 %
9 Sumelius Bjarne Henning 2,406,504 1.24 %
10 Sijoitusrahasto Danske Invest Suomen 2,244,114 1.16 %
Pienyhtiöt
11 Sijoitusrahasto Säästöpankki Pienyhtiöt 2,107,860 1.09 %
12 Sumelius-Fogelholm Birgitta Christina 1,994,734 1.03 %
13 Vakuutusosakeyhtiö Henki-Fennia 1,752,820 0.90 %
14 von Christierson Charlie 1,600,000 0.83 %
15 Metsänen Arto Juhani 1,500,000 0.77 %
16 Oy Nissala Ab 1,500,000 0.77 %
17 Sijoitusrahasto Nordea Pro Suomi 1,400,000 0.72 %
18 Sumelius Bertil Christer 1,398,533 0.72 %
19 Sumelius-Koljonen Barbro 1,350,238 0.70 %
20 Oy Cacava Ab 1,200,000 0.62 %
-----------------------------------------------------------------------------
20 largest shareholders total 135,430,630 69.91 %
Nominee registered shareholders 58,202,506 30.09 %
Other shares 75,200 0.04 %
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Total 193,708,336 100.00 %
Treasury shares -788,582 0.41 %
Total excluding treasury shares 192,919,754
Ownership distribution 31 December, 2013
Shares % of shares and
total votes
Corporations 71,930,609 37.1 %
Financial and insurance corporations 6,623,736 3.9 %
Non-profit institutions 6,109,616 3.2 %
Households 47,922,219 24.7 %
Foreign countries 6,164,960 3.2 %
General government 53,832,756 27.8 %
--------------------------------------------------------------------------------
Total 192,583,896 100.0 %
Nominee registered 1,049,240 0.5 %
Total 193,633,136 100.0 %
================================================================================
Not in the book-entry securities system (in 75,200 0.0 %
joint account)
Total 193,708,336 100.0 %
================================================================================
RELATED PARTY TRANSACTIONS
Glaston Group's related parties include the parent and subsidiaries. Related
parties also include the members of the Board of Directors and the Group's
Executive Management Group. the CEO and their family members. Also the
shareholders. which have significant influence in Glaston through shareholding.
are consider to be related parties. as well as the companies controlled by
these shareholders.
Glaston follows the same commercial terms in transactions with related parties
as with third parties.
Glaston had rented premises from companies owned by individuals belonging to
the management. The rents paid correspond with the local level of rents. The
related party connection ceased at 30 November. 2012. The lease payments were
in January - December 2012 EUR 0.4 million.
During the review period there were no related party transactions whose terms
would differ from the terms in transactions with third parties.
Management remuneration (accrual based)
Remuneration of the Board of Directors. accrual based
2013 2012
EUR annual meeting annual meeting
fee fee fee fee
Andreas Tallberg. Chairman of the Board 40,000 7,600 40,000 7,200
of Directors
Christer Sumelius. Deputy Chairman of the 30,000 4,900 30,000 4,000
Board of Directors
Claus von Bonsdorff 20,000 4,400 20,000 4,500
Teuvo Salminen 20,000 4,900 20,000 4,500
Pekka Vauramo(* 20,000 3,900 20,000 4,500
Anu Hämäläinen (** 20,000 4,900 15,000 3,000
Carl-Johan Rosenbröijer (*** 5,000 2,000
Total 150,000 30,600 150,000 29,700
================================================================================
(** Member of the Board of Directors from 27 March 2012
(*** Member of the Board of Directors until 27 March 2012
Remuneration of the Executive Management Group. accrual based
2013 2012
EUR
CEO Arto Metsänen
Salaries 381,629 359,629
Bonuses 65,131 47,493
Share based payment 159,452 -
----------------------------------------------------------------------------
Total 606,212 407,122
----------------------------------------------------------------------------
Fringe benefits 18,722 18,065
----------------------------------------------------------------------------
Total 624,934 425,187
----------------------------------------------------------------------------
Compulsory pension payments (Finnish TyEL or similar plan) 60,443 105,142
Voluntary pension payments 45,429 57,162
2013 2012
EUR
Other members of the Executive Management Group
Salaries 1,029,220 1,271,534
Compensations for termination of employment - 540,000
Bonuses 278,399 22,750
Share- base incentives 266,545 -
--------------------------------------------------------------------------------
Total 1,574,164 1,834,284
--------------------------------------------------------------------------------
Fringe benefits 28,494 99,731
--------------------------------------------------------------------------------
Total 1,602,658 1,934,015
--------------------------------------------------------------------------------
Compulsory pension payments (Finnish TyEL or similar 207,924 196,519
plan)
Voluntary pension payments 27,804 71,767
The remuneration includes salaries only for the period they have been members of
the Executive Management Group.
Share-based payments
Share-based incentive plan 2013
On 7 February 2013, Glaston's Board of Directors decided on a new share-based
incentive plan for the Group's key personnel. The purpose of the new plan is to
unite the objectives of shareholders and key personnel in order to raise the
company's value, and to commit key personnel to the company and offer them a
competitive bonus plan based on long-term ownership of the company's shares.
The share bonus plan has one performance period, which begins on 15 March 2013
and ends on 15 March 2014.
Participation in the plan and receipt of rewards for the performance period
requires that a key employee subscribed for the company's shares in the share
issue organised in spring 2013. Rewards of the plan will be paid in April 2014
as cash instead of shares in accordance with a decision of the Board of
Directors, provided that the key employee's employment or service with the
Group is in force and that he or she still owns the shares subscribed for in
the share issue. If a key employee's employment or service with the Group ends
before the payment of a reward, the main principle is that no reward will be
paid. The share bonus plan's target group consists of 24 people.
FINANCIAL INSTRUMENTS AT FAIR VALUE
Financial instruments at fair value include derivatives. Other financial
instruments at fair value through profit or loss can include mainly Glaston's
current investments, which are classified as held for trading. i.e. which have
been acquired or incurred principally for the purpose of selling them in the
near future. Also available-for-sale financial assets are measured at fair
value.
Fair values of publicly traded derivatives are calculated based on quoted market
rates at the end of the reporting period (fair value hierarchy. level 1). All
Glaston's derivatives are publicly traded.
Listed investments are measured at the market price at the end of the reporting
period (fair value hierarchy. level 2). Investments, for which fair values
cannot be measured reliably, such as unlisted equities, are reported at cost or
at cost less impairment (fair value hierarchy. level 3).
Fair value measurement hierarchy:
Level 1 = quoted prices in active markets
Level 2 = other than quoted prices included within Level 1 that are observable
either directly or indirectly
Level 3 = not based on observable market data, fair value equals cost or cost
less impairment
During the reporting period there were no transfers between levels 1 and 2 of
the fair value hierarchy.
During the reporting period there were no changes in the valuation techniques of
levels 2 or 3 of the fair value hierarchy.
Fair value hierarchy, level 3, changes during the reporting period
EUR million 2013 2012
1 January 0.2 0.2
--------------------------------------------------------------------------------
Impairment - -
Transfers - 0.0
31 December 0.2 0.2
--------------------------------------------------------------------------------
Financial instruments measured at fair value and included in level 3 of fair
value hierarchy had no effect on the profit or loss of the reporting period or
on other comprehensive income. These financial instruments are not measured at
fair value on recurring basis.
Fair value hierarchy, fair values
EUR million
31.12.2013 31.12.2012
Financial liabilities
Level 2 -24.1 -62,3
Available-for-sale shares
Level 1 0.1 0.1
Level 3 0.2 0.2
0.3 0.3
Derivatives
Level 2 0.1 0.0
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