2016-03-11 09:33:06 CET
2016-03-11 09:33:06 CET
REGLAMENTUOJAMA INFORMACIJA
Plc Uutechnic Group Oyj - Financial Statement Release
CORRECTION TO PLC UUTECHNIC GROUP OYJ’S STOCK EXCHANGE RELEASE PUBLISHED ON MARCH 11, 2016 AT 9:30 AM
Helsinki, Suomi, 2016-03-11 09:32 CET (GLOBE NEWSWIRE) -- CORRECTION TO PLC
UUTECHNIC GROUP OYJ’S STOCK EXCHANGE RELEASE PUBLISHED ON MARCH 11, 2016 AT
9:30 AM
WRONG COMPANY NAME (VAAHTO) IN THE HEADER OF THE RELEASE
CORRECTION: THE COMPANY NAME IS PLC UUTECHNIC GROUP OYJ
The Stock exchange release is published here in its entirety again.
REVIEW OF UUTECHNIC GROUP’S FINANCIAL STATEMENTS FOR 1 JANUARY–31 DECEMBER 2015
During the second half of the financial year, Uutechnic Group (formerly Vaahto
Group) carried out a merger and financing arrangement that had a significant
effect on the Group’s business operations, ownership structure, balance sheet
and financial standing. The arrangement was approved at the parent company’s
Extraordinary General Meeting on 30 October 2015. In conjunction with the
arrangement, the name of the Group’s parent company was changed to Plc
Uutechnic Group Oyj (formerly Vaahto Group Plc Oyj). The arrangement was
carried out in stages and was completed after the end of the financial year in
January 2016.
The merger arrangement is recognized as a reverse acquisition in the Group’s
IFRS reporting. As the owners of Uutechnic acquired a majority of the merged
Group’s shares, votes and Board positions, Uutechnic Oy – the object of the
acquisition in legal terms – is recognized as the acquiring party in accounting
when preparing the consolidated financial statements.
In the consolidated IFRS financial statements for 2015, Uutechnic Oy is
consolidated from 1 January to 31 December and old Vaahto Group is consolidated
from 1 November to 31 December. In the demerger of Uutechnic, the business
operations excluded from the merger and the related balance sheet items are
recognized as discontinued operations in the income statement and as items to
be eliminated in conjunction with the merger on 31 December 2015 on the balance
sheet. The figures for Uutechnic Oy for 1 January to 31 December 2014,
similarly classified, are presented as comparison figures. The consolidated
figures presented in the financial statements for 2015 are not comparable to
the Group’s previous reporting. As applicable, the combined figures for
Uutechnic Oy, Japrotek, Stelzer and AP-Tela – the units engaged in continuing
operations within the Group – are presented as comparable figures for 2014. Any
figures for 2014 with no mention of comparability are figures for Uutechnic Oy
before the demerger.
Uutechnic Group’s turnover from continuing operations for 2015 was EUR 8.9
million (2.3 million), and its operating result was EUR 1.2 million (-0.02
million). Uutechnic Group’s order book stood at EUR 11.7 million at the end of
the financial year. Its comparable order book for 2014 was EUR 12.2 million.
Earnings per share for continuing operations was 0,02 euros/share (0,0 euros).
BUSINESS AND MERGER ARRANGEMENT
On 3 September 2015, the company announced an arrangement where the business
operations of Vaahto Group and Uutechnic Oy would be merged through an exchange
of shares and the company’s financial standing and balance sheet would be
strengthened significantly by way of share issues and agreements with
financers. The arrangement was approved at the parent company’s Extraordinary
General Meeting on 30 October 2015. The arrangement was carried out in stages
and was completed after the end of the financial year in January 2016.
As a result of the arrangement, Uutechnic Oy (Business ID: 2708799-4) became a
subsidiary of the Group, after having been established at the turn of the years
2015–2016, following the demerger of the previous Uutechnic Oy (Business ID:
0933067-1), a company listed in the Finnish Trade Register. In conjunction with
the demerger, the business operations of the previous Uutechnic Oy and the
related machines, equipment and stock were transferred to the new Uutechnic Oy
(2708799-4). The assets not included in the business operations, as well as the
properties occupied by Uutechnic Oy in Uusikaupunki in Finland, were
transferred to UuCap Oy (2553243-3). UuCap Oy was excluded from the merger, and
the new Uutechnic Oy became part of the Group through an exchange of shares.
This exchange of shares involved an issue of shares by Plc Uutechnic Group Oyj
directed at the owners of Uutechnic Oy, wherein a total of 24,000,000 shares in
Plc Uutechnic Group Oyj were offered for subscription at a price of EUR 0.25
per share as consideration for shares in Uutechnic Oy. In addition, a rights
issue was carried out in conjunction with the merger, as well as a cash issue
wherein a total of around EUR 4 million in cash was invested in Plc Uutechnic
Group Oyj at a subscription price of EUR 0.25 per share. Through the merger and
financing arrangement, Plc Uutechnic Group Oyj’s total number of shares
increased from 15,977,360 to 55,963,210.
The arrangement also included agreements signed with financiers, as a result of
which the Group’s debt decreased by around EUR 3.4 million. In addition, the
loans granted by Mikko Laakkonen and Hannu Laakkonen, totalling EUR 2.0
million, were converted into subordinated loans. This financing arrangement was
completed during the financial year 2015. The subordinated loans include a
special condition that entitles the lenders to exchange EUR 1.0 million in
capital for shares in Plc Uutechnic Group Oyj at a subscription price of EUR
0.25 per share if the loan capital is not repaid in accordance with the terms
and conditions of the loans.
The merger and financing arrangement had a significant effect on Uutechnic
Group’s business operations and financial standing. The Group’s liquidity
improved considerably, and its gearing decreased markedly. Its order intake has
increased significantly since the end of the financial year, and its order book
is at a good level.
BUSINESS REPORTING
Uutechnic Group focuses on improving the competitiveness of its customers by
providing them with advanced process technology solutions and a unique service
concept worldwide. Its product range includes agitators, pressure vessels,
process and storage tanks, reactors and heat exchangers, as well as different
types of long welded and machined axially symmetrical parts, such as rolls,
cylinders, pipes and cones.
Its main industries are hydrometallurgy and the mining, pulp, paper and food
industries, as well as the fertilizer industry and other chemical industries,
and environmental technology.
All of the Group’s business operations are reported under one segment. The
business operations that were excluded from Uutechnic Group in conjunction with
the demerger are recognized as discontinued operations. The demerger was
entered into the Trade Register on 31 December 2015. The effect of the
discontinued operations on the result is presented on one line in the income
statement, separately from continuing operations.
Plc Uutechnic Group Oyj, the parent company of Uutechnic Group, is listed on
Nasdaq Helsinki. The Group’s subsidiaries are wholly owned by the parent
company. The parent company is responsible for the Group’s management,
strategic planning, financial administration, IT, financing and HR management.
The Group’s business operations are carried out by the subsidiaries: AP-Tela
Oy, Japrotek Oy Ab, Uutechnic Oy and Stelzer Rührtechnik International GmbH. In
addition, the Group includes Steva Oy, an internal sales company, as well as
Vaahto Group Asia Ltd and its subsidiary Vaahto Pulp & Paper Machinery
Distribution (Shanghai) Co. Ltd in China. Its companies in China did not
conduct business during the financial year 2015. After the end of the financial
year, the decision was made to merge Steva Oy with Uutechnic Oy. The merger is
expected to be implemented in June 2016.
Uutechnic Oy is a company specializing in demanding mixing technology. It
supplies advanced mixing solutions for liquid-based processes worldwide. Its
main products include top-entry and side-entry agitators for the process
industry. Their product development, design and manufacture are customized to
the specific requirements of each customer and process. Uutechnic cooperates
closely with its customers, serving as a valuable resource in all aspects of
mixing technology. Its most significant delivery and market entry in 2015 was
the delivery of reactor agitators for the extractive industry in Kazakhstan.
The rest of its turnover mainly came from partnerships with customers. Its
order book has developed favorably since the end of the financial year.
Japrotek Oy Ab provides its customers with comprehensive services, including
product design and development, manufacture and installation as well as
start-up, maintenance and spare parts services. Its main products include
demanding process and storage tanks, reactors, pressure vessels, columns, heat
exchanges and agitators. The company has special expertise in the design and
manufacture of demanding constructions and special materials such as titanium,
various types of compounds, nickel alloys as well as duplex, stainless and
acid-proof steel. Its order book at the end of the financial year 2015 was
approximately at the previous year’s level. The most significant deliveries in
2015 included the delivery of a leaching autoclave to a Finnish customer and
the delivery of a crystallisation plant to Kemira in Brazil. The most
significant orders received by the company in 2015 included a bleaching reactor
for Metsä Fibre Äänekoski, a tank and a tower for Vallvik Bruk Ab in Sweden and
four crystallisers for the Porsgrunn site of Yara Norge in Norway. These orders
will be delivered to the customers during 2016. Japrotek’s order book has
developed favorably since the end of the financial year.
Stelzer Rührtechnik International GmbH specializes in agitator systems for the
process industry and the related maintenance business operations. Its business
operations are based on its special expertise in technology, in-depth knowledge
of its customers’ core processes and extensive research and development work.
Its main customer segments include the food, chemical and pharmaceutical
industries and environmental technology. During the financial year 2015,
Stelzer delivered the largest agitator in its history to a customer in the
chemical industry in Asia. The situation in the food industry and the Chinese
market improved from the previous year. Stelzer’s order book has increased
since the end of 2015 and includes a significant order for a new biogas factory
in Asia. As a result of the favorable development of its order book, as well as
the positive market outlook, the company is better positioned for the new
financial year than it was for the previous year.
AP-Tela Oy is a component and custom machine workshop that participates in the
development of its customers’ production processes by manufacturing equipment
and parts for the paper, board and pulp industries. In addition, the company
serves customers in the wood processing, steel, maritime, energy and
engineering industries. Total investment has remained at a good level in the
pulp industry, which has had a positive effect on the company’s growth, as has
the strengthening of partnerships in certain customer segments. The merger
arrangement carried out within the Group in late 2015 clarified AP-Tela’s
position and markedly increased customer trust in the company. The company’s
product strategy solutions also had a positive effect on its order book. Its
core business operations continue to include the manufacture of made-to-order
pipes and cones and the manufacture of rolls and long axially symmetrical
parts. AP-Tela’s order book has developed very favorably since the end of the
financial year.
TURNOVER AND PROFITABILITY
With regard to the Group’s turnover and result, the effect of the reverse
acquisition mentioned above on reporting must be taken into account. The
consolidated income statement covers the full financial year (1 January to 31
December 2015) for Uutechnic Oy and two months (1 November to 31 December 2015)
for the rest of the Group (formerly Vaahto Group). Reporting is also affected
by the fact that the arrangement is a reverse acquisition, meaning that
Uutechnic Oy is regarded as the acquiring party. The Group’s reporting is not
comparable to its previous consolidated financial statements. The comparison
figures presented in parentheses in this report refer to Uutechnic Oy’s
financial statements for 1 January to 31 December 2014. The assets and
liabilities excluded from the Group in conjunction with the demerger of
Uutechnic Oy, as well as their effect on the result, are reported under
discontinued operations.
Uutechnic Group’s turnover from continuing operations for 2015 was EUR 8.9
million (2.3 million), and its operating result was EUR 1.2 million (-0.02
million). The full-year operating result for Uutechnic Oy’s continuing
operations was positive. The operating result for the last two months of the
year for the units merged with the Group was also positive as a result of
profitable deliveries completed late in the year. Of the increase in the
turnover, around EUR 5 million comes from the units merged with the Group as of
1 November 2015 (Japrotek Oy Ab, AP-Tela Oy, Stelzer Rührtechnik Int. GmbH).
The operating result for continuing operations was burdened by around EUR 0.25
million in expenses related to the merger. The respective merger expenses for
the units merged with the Group on 1 November 2015 are recognized during the
period before the merger.
The financial year 2015 was favorable for Uutechnic Oy. Its turnover from
continuing operations grew from EUR 2.3 million to EUR 3.5 million,
representing an increase of 53% in comparison to the previous year. In
addition, its profitability returned to a good level.
For Japrotek Oy Ab, the financial year was challenging because of the general
economic situation. Its full-year turnover was EUR 12.9 million (11.0 million).
Its operations in 2015 and 2014 were markedly loss-making.
For Stelzer Rührtechnik Int. GmbH, the challenges in 2015 included the uneven
distribution of deliveries over the financial year. However, the company was
able to cut costs in response to the slow beginning of the year and increase
its input of work towards the end of the year. Its full-year turnover stood at
EUR 9.1 million (9.1 million), and its full-year operating result was slightly
positive.
AP-Tela’s full-year turnover increased by 13% to EUR 5.2 million (4.6 million).
Despite the growth, its result was weaker than expected, and its full-year
result was negative. However, its order book began to increase in late 2015
and has continued to do so at a very good rate in 2016. As a result of this,
the company is well positioned for the new fiscal year.
ORDER BOOK
Uutechnic Group’s order book stood at EUR 11.7 million at the end of the
financial year. Its comparable order book for 2014 was EUR 12.2 million. The
order book has increased considerably since the end of the financial year and
at the end of February 2016 the order book was EUR 18.8 million.
FINANCIAL STANDING AND LIQUIDITY
Arrangements before the merger with Uutechnic Oy
In February 2015, an arrangement was carried out in which the company’s
creditors agreed to forgiving around EUR 3.9 million in loans and to converting
around EUR 1.2 million in loan receivables into subordinated loans. In
conjunction with this arrangement, the company carried out a directed share
issue and issued 10 million new shares at a subscription price of EUR 0.25 per
share.
Arrangements in conjunction with the merger with Uutechnic Oy
On 3 September 2015, the company announced a letter of intent on the merger of
the business operations of Vaahto Group and Uutechnic Oy wherein Vaahto Group
Plc Oyj would acquire the business operations of Uutechnic Oy through an
exchange of shares, Vaahto Group Plc Oyj would carry out a rights issue, and a
share issue directed at the owners of Uutechnic Oy would be carried out. The
requirements for the arrangement also included restructuring Vaahto Group’s
debt.
On 28 October 2015, a financing arrangement was announced through which the
company’s creditors forgave EUR 3.4 million in loans and the loans granted by
Mikko Laakkonen and Hannu Laakkonen, totalling EUR 2.0 million, were converted
into subordinated loans. In addition, the arrangement included the acquisition
of new capital through share issues, with existing shareholders subscribing for
9,985,850 new shares at a value of EUR 0.25 in a rights issue. Uutechnic’s
owners, or parties assigned by them, subscribed for 6,000,000 new shares at a
value of EUR 0.25 in the directed share issue. These directed issues generated
around approximately EUR 4.0 million in new capital.
Uutechnic Oy’s business operations were acquired through an exchange of shares
where the consideration was 24,000,000 new shares.
The company’s Extraordinary General Meeting approved the merger and financing
arrangement described above on 30 October 2015, meaning that the arrangement
was binding to the parties as of that date. The Group’s financial standing
improved significantly as a result of the arrangement.
At the end of the financial year, Uutechnic Group’s balance sheet total stood
at EUR 22.2 million (6.7 million *). Its interest-bearing liabilities totalled
EUR 5.5 million (0.0 million), including EUR 2.0 million in equity loans. The
Group’s cash flow from operations for the financial year was EUR -0.09 million
(-0.6 million).
At the end of the financial year, its equity ratio was 68.0% (88.6%), and its
net gearing was 50.5% (-86.0%). Its return on investment (ROI) for the
financial year was 13.5% (6.5%), and its return on equity (ROE) was 12.4%
(8.1%).
Non-current assets on Uutechnic Group’s balance sheet totalled EUR 11.1 million
(0.2 million).
* Because of the reverse acquisition, the comparison figures presented in
parentheses refer to Uutechnic Oy’s financial statements for 1 January to 31
December 2014.
EQUITY
In the financial statements for 2014, the equity of Plc Uutechnic Group Oyj,
the parent company, stood at EUR -7.8 million. Debt relief and share issues as
part of the financing arrangement had a positive effect on its equity. At the
end of 2015, the parent company’s equity totalled EUR 11.5 million. The
Group’s equity stood at EUR 9.5 million at the end of the financial year.
In conjunction with the financing arrangement, the loans granted by Mikko
Laakkonen and Hannu Laakkonen, totalling EUR 2.0 million, were converted into
unsecured subordinated loans. These loans are subordinated loans in accordance
with chapter 12 of the Limited Liability Companies Act, and their capital
repayments and interest payments must meet the conditions provided in the Act.
The loans will be repaid as a one-off payment on 31 December 2019. However, the
company is entitled to pay early. The annual interest rate on the outstanding
loan capital is 4%. Of the total loan capital, EUR 1 million involves a
specific right of exchange. To the extent that loan capital remains unpaid on
31 December 2017, the creditors are entitled to convert EUR 1 million of the
capital, in part or in full, into shares in the company at a value of EUR 0.25.
This right of exchange is based on the authorisation to issue shares that was
approved by the company’s Annual General Meeting on 14 April 2015.
Impairment testing showed no impairment of assets.
RESEARCH, PRODUCT DEVELOPMENT AND INVESTMENT
Research and product development expenses are recognized as an annual cost. The
Group’s research and development operations focused on the development of
customers’ processes.
The Group’s investments in fixed assets for the financial year totalled EUR
0.04 million (0 million) and mainly consisted of minor investments in
equipment.
PERSONNEL
Uutechnic Group’s total number of employees was 179 at the end of the financial
year, consisting of 13 employees of Uutechnic Oy and 166 employees of the units
merged with the Group. The Group had 75 professional and managerial employees
and 104 production employees.
AUTHORISATION TO ISSUE SHARES
In line with the Board of Directors’ proposal, the Annual General Meeting of 14
April 2015 authorized the Board to decide on the issue of new shares, as well
as on the issue of option rights and other special rights that entitle their
holders to subscribe for shares in accordance with chapter 10, section 1 of the
Limited Liability Companies Act, in one or more instalments. The Board is
authorized to issue a maximum of 10,000,000 new shares, including shares based
on special rights. The authorization is valid until 31 May 2016, unless the
Board decides to amend or revoke the authorization before that date. In
November 2015, the authorization was exercised with regard to 4,000,000 shares
in conjunction with the conversion of the loans granted by Hannu Laakkonen and
Mikko Laakkonen (special right of exchange).
BOARD OF DIRECTORS, MANAGEMENT AND AUDITORS
Until the Annual General Meeting of 14 April 2015, the Board of Directors of
the parent company consisted of Reijo Järvinen (Chairman), Sami Alatalo (Vice
Chairman), Toivo (Topi) Karppanen and Mikko Vaahto. At the Annual General
Meeting of 14 April 2015, Sami Alatalo (Chairman), Topi Karppanen (Vice
Chairman) and Mikko Kilpinen were elected to serve on the Board of Directors.
At the Extraordinary General Meeting of 30 October 2015, Jouko Peräaho and Timo
Lindström were elected to replace Topi Karppanen and Mikko Kilpinen, who had
resigned. Consequently, the Board of Directors consisted of Jouko Peräaho
(Chairman), Sami Alatalo (Vice Chairman) and Timo Lindström.
Topi Karppanen, MSc (Tech.), served as CEO until 31 March 2015. Kalle
Rasinmäki, MSc (Tech.), served as CEO from 1 April to 30 November 2015. Martti
Heikkilä, MSc (Tech.), has served as CEO since 1 December 2015.
Ernst & Young, Authorised Public Accountants, served as the Group’s auditor,
with Erkka Talvinko, APA, as the principal auditor.
The Company adheres to the Finnish Corporate Governance Code 2010/2015 for
listed companies (Nasdaq Helsinki). The Group publishes its Corporate
Governance Statement as part of its annual report and on its website at
www.uutechnicgroup.fi.
SIGNIFICANT RISKS AND UNCERTAINTY FACTORS AND THEIR MANAGEMENT
The demand for Uutechnic Group’s products is dependent on trends and
developments in the global economy and the Group’s customer industries, thereby
posing a general external risk to its operations. The Group seeks to mitigate
the risks arising from changes in demand by targeting its sales operations in
line with current trends in various market areas and customer industries.
According to the Board of Directors of the Group’s parent company, other
significant risks and uncertainty factors to which the Group is exposed are
related to at least the following aspects:
-- Turning the Group’s previously loss-making units into profitable units
requires the improvement of competitiveness and the achievement of
sufficient business operation volumes.
-- The acquisition and the related merger of operations approved at the Annual
General Meeting of 30 October 2015.
-- Part of the Group’s business operations consist of major or large project
deliveries. Extensive and complicated projects involve the risk that the
future costs and any other risks related to the delivery cannot be
estimated sufficiently accurately in the bidding phase. In such cases, the
project may prove less profitable than expected.
-- Unfavorable changes in the financial markets may have an effect on the
Group’s result and the availability of equity and debt financing on
competitive terms.
The Group seeks to protect itself against risks using all measures that can
reasonably be implemented. These include measures aiming for the improvement of
profitability and productivity, training for employees, guidelines and
instructions, insurance policies, the critical examination of the terms of
conditions of commercial agreements and the continuous, systematic monitoring
of operations.
OUTLOOK
The Group seeks to be a globally known and preferred cooperation partner with a
good financial standing in selected product and market segments. It aims to
grow organically while also considering opportunities for growth through
acquisitions.
Its main goal for 2016 is to implement Uutechnic Oy’s corporate culture and
performance ability in all of its units and to harmonise operating methods in
its subsidiaries. In addition, the Group has introduced an operational
efficiency programme, with a goal of EUR 1.5 million in cost savings in
comparison to 2015.
The merger and financing agreement had a markedly positive effect on the
Group’s business operations. In a challenging market situation, the Group
received a significant number of new orders in early 2016, and its order book
is at a good level.
The Group’s business units recorded a total of EUR 30.6 million in turnover for
2015. As a result of the positive development of the order book, the total
turnover for the Group’s units is expected to increase in 2016, and their total
operating result is expected to be positive. The total operating result for the
Group’s units for 2015 was negative.
EVENTS AFTER THE END OF THE FINANCIAL YEAR
Ismo Haaparanta was appointed as Deputy CEO of Plc Uutechnic Group Oyj as of 18
January 2016. He is responsible for the Group’s business development and HR
management.
The 6,000,000 shares in Plc Uutechnic Group Oyj that were offered in a share
issue directed at the owners of Uutechnic Oy, with a total consideration of EUR
1.5 million, were subscribed for and paid on 14 January 2016.
The shares included in the directed issue, a total of 30,000,000 shares
(24,000,000 shares paid in kind and 6,000,000 shares paid in cash), were
entered into the Finnish Trade Register on 20 January 2016. The owners of
these new shares have agreed not to transfer any of the shares until 31
December 2016. As a result of the entry of the shares into the Trade Register,
the total number of shares and votes in Plc Uutechnic Group Oyj is 55,963,210
shares and votes as of 20 January 2016.
On 29 January 2016, the company announced that AP-Tela Oy had secured the
largest order in its history. The order was placed by Valmet and includes the
design and manufacture of 27 massive drying cylinders. The order will be
delivered in the fourth quarter of 2016.
On 17 February 2016, the company announced that Japrotek Oy Ab had completed
the co-determination negotiations that started on 26 January. During the
negotiations, it was decided that the number of employees would be adjusted
according to the company’s financial situation and order book. Five employment
relationships will be terminated, and any temporary lay-offs will last no more
than 90 days.
On 11 February 2016, the company announced that the operating result for
Uutechnic Group for 2015 was expected to be positive.
On 26 February 2016, it was announced that Uutechnic Group’s order book had
developed favorably since the beginning of the year and was around 50% larger
than at the same time in the previous year.
DISTRIBUTION OF DIVIDENDS
The parent company’s profit for the period was EUR 6.8. At the end of the
financial year, its distributable funds stood at EUR 6.4. The Board of
Directors proposes to the Annual General Meeting that no capital repayment be
made and the profit for the period be transferred to the retained earnings
account.
ANNUAL GENERAL MEETING
The Annual General Meeting of Plc Uutechnic Group Oyj will be held at Hotel
Marski in Helsinki on 28 April 2016 at 1 p.m.
UUTECHNIG GROUP’S CONSOLIDATED FIGURES
Figures are in thousand euros unless stated otherwise. Figures are unaudited.
In the consolidated IFRS financial statements for 2015, Uutechnic Oy is
consolidated from 1 January to 31 December and old Vaahto Group is consolidated
from 1 November to 31 December. The figures for Uutechnic Oy for 1 January to
31 December 2014 are presented as comparison figures.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS
1 000 EUR 1.1.-31.12.2015 1.1.-31.12.2014
12 months 12 months
CONTINIUING OPERATIONS
NET TURNOVER 8 859 2 294
Change in finished goods and work in progress -477 -235
Other operating income 34 47
Material and services 3 522 799
Employee benefit expenses 2 481 828
Depreciations 137 65
Other operating expenses 1 089 430
OPERATING PROFIT OR LOSS 1 186 -15
Depreciation, amortiztion and impairment loss 76
of acqisition
Financing expenses 300
PROFIT OR LOSS BEFORE TAXES 810 -15
Tax on income from operations -102 4
PROFIT OR LOSS FOR THE FISCAL YEAR FROM THE 709 -11
CONTINUING OPERATIONS
DISCONTINUING OPERATIONS
Profit of loss for the fiscal year from the 245 501
discontinuing operations
PROFIT OR LOSS FOR THE FISCAL YEAR 954 489
OTHER COMPREHENSIVE INCOME:
Translation differences 33 0
Other comprehensive income, net of tax 33 0
TOTAL COMPREHENSIVE INCOME 987 489
Earnings per share calculated on profit
attributable to equity holders of the parent:
EPS undiluted, euros/share, continuing 0,02 0,00
operations
EPS diluted, euros/share, continuing 0,02 0,00
operations
EPS undiluted, euros/share, cdisontinuing 0,01 0,02
operations
EPS diluted, euros/share, discontinuing 0,01 0,02
operations
EPS undiluted, euros/share 0,03 0,02
EPS diluted, euros/share 0,03 0,02
Average number of shares
-undiluted 29 516 938 24 000 000
-diluted 29 516 938 24 000 000
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS
1 000 EUR 1.1.-31.12.2015 1.7.-31.12.2014 1.1.-30.06.2015 1.1.-31.12.2014
12 months 6 months 6 months 12 months
CONTINIUING
OPERATIONS
NET TURNOVER 8 859 2 294 1 681 2 294
Change in -477 -235 52 -235
finished
goods and
work in
progress
Other 34 47 12 47
operating
income
Material and 3 522 799 705 799
services
Employee 2 481 828 450 828
benefit
expenses
Depreciation 137 65 26 65
s
Other 1 089 430 186 430
operating
expenses
OPERATING 1 186 -15 378 -15
PROFIT OR
LOSS
Depreciation 76
,
amortiztion
and
impairment
loss of
acqisition
Financing 300 0 0 0
expenses
PROFIT OR 810 -15 378 -15
LOSS BEFORE
TAXES
Tax on -102 4 -82 4
income from
operations
PROFIT OR 709 -11 297 -11
LOSS FOR
THE FISCAL
YEAR FROM
THE
CONTINUING
OPERATIONS
DISCONTINUIN
G OPERATIONS
Profit of 245 501 185 501
loss for
the fiscal
year from
the
discontinui
ng
operations
PROFIT OR 954 489 482 489
LOSS FOR
THE FISCAL
YEAR
CONSOLIDATED BALANCE SHEET, IFRS
1 000 EUR 31.12.2015 31.12.2014
ASSETS
NON-CURRENT ASSETS
Intangible assets 277 11
Goodwill 5 156
Tangible assets 5 658 162
Available for sale investments 25
NON-CURRENT ASSETS 11 115 173
CURRENT ASSETS
Inventories 2 684 219
Trade receivables and other receivables 1 223 279
Current receivables for revenue recognized in part prior 6 478
to project completion
Tax receivable, income tax 31
Cash and bank 679 87
CURRENT ASSETS 11 063 616
NON-CURRENT ASSETS HELD FOR SALE 0 5 871
ASSETS 22 179 6 660
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY
Share capital 2 872 17
Share premium account 6
Fair value reserve and other reserves 6 120
Translation differences 33
Retained earnings 6 126 5 872
Retained earnings to be transferred to uncontinued -5 654
business
SHAREHOLDERS' EQUITY 9 504 5 889
NON-CURRENT LIABILITIES
Deferred tax liability 525
Subordinated loans 2 000
Long-term liabilities, interest-bearing 2 000
Non-current provisions 263
NON-CURRENT LIABILITIES 4 788 0
CURRENT LIABILITIES
Short-term liabilities, interest-bearing 1 482
Trade payables and other liabilities 6 360 575
Tax liability, income tax 10
Current provisions 35 23
CURRENT LIABILITIES 7 887 598
LIABILITIES OF DISPOSAL GROUP HELD FOR SALE
Interest-free liabilities held for sale 0 174
LIABILITIES OF DISPOSAL GROUP HELD FOR SALE 0 174
EQUITY AND LIABILITIES 22 179 6 660
CONSOLIDATED FLOW OF FUNDS STATEMENT, IFRS
1 000 EUR 1.1.-31.12.2015 1.1.-31.12.2014
FLOW OF FUNDS FROM OPERATIONS:
Profit or loss before taxes, continuing 810 -15
operations
Profit or loss before taxes, discontinued 306 602
operations
Adjustments:
Depreciations 151 95
Depreciation, amortiztion and impairment loss 76 0
of acqisition
Other income and expenses, no payment related -499 -538
Forgivness of loans 0 0
Financing income and expenses 91 -106
Flow of funds from operations before the 936 38
change in working capital
Change in working capital: 0 0
Change in short-term receivables -745 -90
Change in inventories 297 -451
Change in short-term non-interest-bearing -602 -199
creditors
Flow of funds from operations before financial -115 -702
items and taxes
Interests and other financial expenses from -49 -76
operations paid
Dividends received 0 0
Interests and other financial income received 246 181
Income taxes paid -176 -17
FLOW OF FUNDS FROM OPERATIONS -94 -613
FLOW OF FUNDS FROM INVESTMENTS:
Investments in tangible and intangible assets -42
Income from sales of tangible and intangible 25
assets
FLOW OF FUNDS FROM INVESTMENTS -16 0
FLOW OF FUNDS FROM FINANCIAL ITEMS:
Share issue 1 500
Dividends paid -700 -650
Repayments of short-term loans -2 750
Withdrawals of long-term loans 2 000
FLOW OF FUNDS FROM FINANCIAL ITEMS 50 -650
Change of liquid funds -61 -1 263
Liquid assets at the beginning of the fiscal 587 1 850
year
Liquid assets received in connection with the 438
aquisition
Liquid assets to be transferred to uncontinued -286
operations
Liquid assets at the end of the fiscal year 679 587
Change in liquid assets according to the -61 -1 263
balance sheet
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY, IFRS
1 000 EUR
Change in Share Share Unrestric Reserv Translat Retain Total
shareholders' capita premium ted e fund ion ed
equity l account equity differen earnin
1.1.-31.12.2015 reserve ces gs
Shareholders' 17 0 0 0 0 5 872 5 889
equity at the
beginning of the
fiscal period
Comprehensive
income:
Profit or loss for 954 954
the period
Translation 33 33
differences
Total 0 0 0 0 33 954 987
comprehensive
income
Transactions with
owners:
Dividend -700 -700
distribution
Share issue 1 500 1 500
Share exchange 7 680 7 680
Transaction costs -159 -159
for equity
Items due to 2 855 6 -2 901 -40
reverce
aquisition
Items to be -5 654 -5 654
transferred with
the merger
Transactions with 2 855 6 6 120 0 0 -6 354 2 627
owners total
Shareholders' 2 872 6 6 120 0 33 472 9 504
equity at the end
of the fiscal
period
Change in Share Share Unrestric Reserv Translat Retain Total
shareholders' capita premium ted e fund ion ed
equity l account equity differen earnin
1.1.-31.12.2014 reserve ces gs
Shareholders' 17 0 0 0 0 6 033 6 050
equity at the
beginning of the
fiscal period
Comprehensive
income:
Profit or loss for 489 489
the period
Translation 0
differences
Total 0 0 0 0 0 489 489
comprehensive
income
Transactions with 0
owners:
Dividend -650 -650
distribution
Transactions with 0 0 0 0 0 -650 -650
owners total
Shareholders' 17 0 0 0 0 5 872 5 889
equity at the end
of the fiscal
period
KEY FIGURES
The business indicators 2015 2014
1 000 EUR 12 months 12 months
IFRS IFRS
Turnover, continuing operations 8 859 2 294
Change in turnover, % 286
Operating profit/loss, continuing operations 1 186 -15
% of turnover 13,4 -0,7
Profit/Loss before taxes, continuing operations 810 -15
% of turnover 91,5 -6,7
Profit or loss for the period fron the discontinuing 245 501
operations
Earnings per share calculated on profit attributable to 987 489
equity holders of the parent
% of turnover 11,1 21,3
Return on equity (ROE), % 2) 12,4 8,1
Return on investment (ROI), % 2) 13,5 6,5
Equity ratio, % 68,0 88,6
Current ratio 1,4 1,5
Gearing 50,5 -86,0
Gross investments in fixed assets 41 0
% of turnover 0,5 0,0
Order backlog, continuing operations 11 680 1 612
Consolidated balance sheet total 22 179 6 660
Total number of personnel at the end of the period 179 14
Share related information 2015 2014
12 months 12 months
IFRS IFRS
Earning per share (EPS), euros 2) 0,03 0,0
Shareholders' equity per share, euros 0,17 0,3
Dividend per share, euros 3) 0 0,0
Dividend payout, % 0 0,0
Effective dividend return, % 0 0,0
Price earnings ratio (P/E) 12,3 15,7
Number of shares outstanding at the end of the period (1 55 963 210 24 000 000
000)
Number of shares outstanding, 29 516 938 24 000 000
average (1 000)
2) The Earning per Share (EPS) includes also the profit of loss of the
discontinuing operations.
3) Proposal by the Board
SECURITIES AND RESPONSIBILITIES
EUR
31.12.2015 31.12.2014
Granted securities
Dept secured by real estate and corporate mortgages
Loans from financial instititions and 2 267
Credit limits in use 1 375
Total 3 641
Loans from financial institutions are secured by real estate and corporate
mortgatges and share pledges. Share pledges are the share capitals of Plc
Uutechnic Group Oyj's subsidiaries.
Mortgages granted to secure loans and bank guarantees
Real estate mortgages 4 743 400
Corporate mortgages 17 238 679
Total 21 981 1 079
Other granted secirities for own behalf
Deposits 9
Total 9 0
Other granted securities
Plc Uutechnic Group Oyj has granted as secirities the share capitals of its
subsidiaries AP-Tela Oy, Japrotek Oy, Uutechnic Oy and Stelzer Rührtechnik
International GmbH.
Contignent Liabilities and Other Liabilities
Bank quarantees
Bank guarantee limits total 7 443
Bank guarantee limits in use 5 075
Operating lease agreements
Within a year 23
More than one year but no more than 5 years 27
Total 50 0
Operating lease contracts consist mainly of short-term leasing contracts for IT
equipment and sotware. The terms and condidtions are of leasing agreements
correspond to those of normal operational leasing agreements.
Arrangements according to IFRIC 4
The Group has no arrangements meant in IFRIC 4.
Other rent agreements
The Group has rented production and office buildings for tis use with various
types of terminable rental agreements.
Rent liabilities
Within a year 552
Moren than one year but no more than 5 years 2 209
Later 3 134
Total 6 447 0
Other contingent liabilities
Granted guarantees to customers and creditors 50
Guarantees granted to secure bank guarantee limit 7 443
Guarantees granted to secure bank loans 3 641
Guarantees granted to secure rent guarantees 410
Total 11 495 0
Figures are in thousand euros unless stated otherwise. Figures are unaudited.
In Uusikaupunki March 11, 2016
PLC UUTECHNIC GROUP OYJ
Board of Directors
Information:
Jouko Peräaho, Chairman of the Board of Directors, Plc Uutechnic Group
Oyj,
+358 500 740808
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