2011-03-09 09:00:00 CET
2011-03-09 09:00:04 CET
REGULATED INFORMATION
Panostaja Oyj - Interim report (Q1 and Q3)
INTERIM FINANCIAL REPORT, 1 NOVEMBER 2010 - 31 JANUARY 2011
Panostaja Oyj Stock Exchange Release, 9 March 2011 10:00 a.m.
INTERIM FINANCIAL REPORT, 1 NOVEMBER 2010 - 31 JANUARY 2011
-- Operating profit for the first quarter was significantly better than
previous year
-- Net sales MEUR 38.5 (MEUR 29.0), growth 33%
-- Operating profit MEUR 0.5 (operating loss MEUR -2.6), growth MEUR 3.1
-- Operting profit before taxes was MEUR 0.0 (MEUR -3.0)
-- Earnings/share (undiluted) -0.3 cents (-3.0 cents)
-- Equity per share 0.63 euros (0.65 euros)
-- The equity ratio 33.0% (33.0%)
-- Cash flow from business operations was MEUR 1.7 (MEUR 0.7)
-- The growth in net sales was caused by the reinvigoration of the markets
(for instance, in construction and the machine shop industry) as well as
the corporate acquisitions implemented during the previous financial year,
whose impact on net sales totalled MEUR 6.0.
-- The MEUR 3.1 growth in operating profit was primarily the result of growth
in net sales. The impact of implemented corporate acquisitions on operating
growth was MEUR 0.3.
-- The operating outlook for the entire financial year remains unchanged. The
profitability of the business areas is anticipated to improve considerably,
whereupon the result of the Group's financial year is expected to be
clearly positive.
NOVEMBER 2010 - JANUARY 2011 MARKET SITUATION
Panostaja Group's first quarter was good as anticipated, and client demand in
the segments concerned has continued to rally. Still better development can be
expected from the final part of the financial year, since the first quarter has
generally been the weakest. The situation in the euro zone and unrest in the
Arab nations may be a threat to the continuation of positive development. Trust
in the positive advancement of the economy is also seen as reinvigoration of
the corporate acquisition markets.
FINANCIAL DEVELOPMENT
PANOSTAJA GROUP
Panostaja Group's net sales were MEUR 38.5 (MEUR 29.0) during the quarterly
period ending.The growth in net sales was caused by the reinvigoration of the
markets (for instance, in construction and technology industry) as well as the
corporate acquisitions implemented during the previous financial year, whose
impact on net sales totalled MEUR 6.0.
Of the Group segments engaged in business, ten exceeded and three fell below
the net sales for the previous year. Net sales grew in the Safety, Digital
Printing Services, HEPAC Wholesale, Takoma, Value-added Logistics, Spare Parts
for Motor Vehicles, Heat Treatment, Carpentry Industry, Supports and Fasteners
segments. Net sales declined in the Technochemical, Environmental Technology
and Fittings segments. Net sales grew particularly in the Safety, Digital
Printing Services, Takoma, Heat Treatment and Carpentry Industry segments.
Group operating profit totalled MEUR 0.5 (operating loss MEUR -2.6), and
pre-tax operating profit was MEUR 0.0 (MEUR -3.0). The percentage of net sales
was 1.4%(-8.8%).
The MEUR 3.1 growth in operating profit was primarily the result of growth in
net sales. The impact of implemented corporate acquisitions on operating growth
was MEUR 0.3. Operating profit improved particularly in the Safety, Digital
Printing Services, Heat Treatment and Carpentry Industry segments.
The net financing costs of the Group totalled approximately MEUR -0.6 (MEUR
-0.5). This increase was the result of growth in interest-bearing debts. The
financing position and liquidity of Panostaja Group remained good.
The total number of personnel in the Group during the review period was, on
average, 990 (826) people. At the end of the review period, the total number of
personnel in the Group was 1,030 (904).
Operating profit improved in ten of the thirteen Group segments engaged in
business operations and weakened in three by reference to last year.
Profitability improved in the Safety, Digital Printing Services, HEPAC
Wholesale, Value-added Logistics, Spare Parts for Motor Vehicles, Heat
Treatment, Carpentry Industry, Fasteners and Environmental Technology sectors,
and weakened in the others.
SEGMENT INSPECTION
The business operations of Panostaja Group are reported in fourteen segments,
which are: Safety, Digital Printing Services, HEPAC Wholesale, Takoma,
Value-added Logistics, Fittings, Spare Parts for Motor Vehicles, Heat
Treatment, Carpentry Industry, Fasteners, Supports, Environmental Technology,
Technochemical and Others (parent company).
The net sales in the Safety segment increased from MEUR 4.5 to MEUR 5.8. The
MEUR -0.7 operating loss turned to MEUR 0.2 operating profit. Both net sales
and operating development were affected by revitalized customer demand and the
stabilization of post-merger business operations.
Net sales in the Digital Printing Services segment grew from MEUR 4.3 to MEUR
7.0 and operating profit from MEUR 0.4 to MEUR 0.6. Growth was affected by the
positive development of operative functions. The Digital Printing Services
segment expanded during the previous financial year with the corporate
acquisition of Domus Print Oy as well as that of Suomen Graafiset Palvelut Oy,
which was acquired on 16 December 2010. These purchases exerted a positive
impact on both the segment's net sales and its operating.
Net sales of the HEPAC Wholesale segment increased from MEUR 4.3 to MEUR 4.8,
with operating profit remaining on the level of the previous year at MEUR 0.0.
Rebuilding has been on a rather low level, but renovation construction is
expected to continue its pattern of growth.
Net sales in the Takoma segment increased from MEUR 2.5 to MEUR 6.6. Operating
loss declined from MEUR -0.7 to MEUR -0.2. Growth in net sales derived during
the previous financial year from the acquisition of Takoma Gears Oy. The
positive outlook of customers in the technology industry positively affected
the improved result of the quarter. The shipping and offshore industry is
reviving.
Net sales in the Value-added Logistics segment grew slightly from MEUR 3.6 to
MEUR 3.7, and the operating loss improved from MEUR -0.4 to MEUR -0.1. The
activity of clients functioning in the technology industry has clearly
increased. The competitive environment of the segment has nevertheless remained
challenging.
Net sales in the Fittings segment declined from MEUR 2.8 to MEUR 2.7. Operating
profit dropped from MEUR 0.2 to MEUR 0.0. During the first quarter, customers'
demand in construction and furniture fittings has been less active, but demand
in the furniture industry is expected to pick up during the spring.
Net sales in the Spare Parts for Motor Vehicles segment grew from MEUR 1.9 to
MEUR 2.2, and operating profit remained at MEUR 0.2.The import of used vehicles
increased demand for original spare parts. Expansion in the electronic ordering
system has facilitated the ordering process and accelerated the sale of spare
parts.
Net sales in the Heat Treatment segment grew from MEUR 1.2 to MEUR 2.0 and
operating profit from MEUR -0.1 to MEUR 0.5. The demand for heat treatment
services and investments in new equipment stock have shown faster recovery than
anticipated. In addition, repair investments in the technology industry have
provided impetus for growth in this segment.
Net sales in the Carpentry Industry segment increased from MEUR 1.2 to MEUR
1.6. Operating profit grew from MEUR 0.0 to MEUR 0.3. Improvement in net sales
and profitability were given impetus by the successful product launches and
raising of market share.
In the Supports segment, net sales remained on the level of the reference
period, MEUR 0.8. Operating profit remained at MEUR 0.0. The initiation of
rebuilding sites has been transferred to the future due to problematic weather
conditions during the early part of the financial year.
Net sales in the Fasteners segment increased from MEUR 0.6 to MEUR 0.7. The
operating loss remained on the level of MEUR -0.0. The activities of technology
industry customers in this segment are still on a minimal level, but some
briskness compared to the previous year can, however, be noted.
Net sales in the Environmental Technology segment declined from MEUR 0.8 to
MEUR 0.2. Operating loss saw a reduction from MEUR -0.8 to MEUR -0.2. After the
recession, project business operations have not proceeded as anticipated, and
planned or offered client projects have been transferred to the future. During
the previous financial year, the company sold its light and medium-heavy
product groups, which affects the figures of the reference period.
Net sales in the Technochemical segment declined from MEUR 0.6 to MEUR 0.4. The
operating loss of MEUR -0.0 grew to MEUR -0.1. With respect to demand for
technochemical products, the economic trend is turning in a better direction,
and the signs of recovery are visible in the markets.
Significant changes have not occurred in the Other business segments.
INVESTMENTS AND FINANCING
The Group's gross investments during the review period ending totalled MEUR 1.6
(MEUR 1.4). The Group's largest single investment was the acquisition of Suomen
Graafiset Palvelut Oy Ltd. In terms of the net total, the goodwill of the Group
has declined as a result of the purchase of Suomen Graafiset Palvelut Oy Ltd as
well as the adjustment in the sale price of Bewator Oy.
The Group's liquidity was good and business cash flow was MEUR 1.7 positive
(MEUR 0.7). The assets of the Group were MEUR 16.6 (MEUR 26.6). The Group's
equity ratio was 33.0% (33.0%) and net debts with interest totalled MEUR 45.4
(MEUR 31.2). The growth in net debts with interest has derived from the
corporate acquisitions made. The convertible capital loan of Panostaja Oyj from
net debts was MEUR 17.2 (MEUR 17.2).
Return on equity was -0.1 per cent (-17.9%). Return on investments was 3.0 per
cent (-9.2%).
Financial position:
(MEUR) 31.1.2011 31.1.2010 31.10.2010
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Debts with interest 63.8 58.4 63.9
Accounts with interest 1.8 0.6 0.8
Financial resources 16.6 26.6 11.3
Net debts with interest 45.4 31.2 51.8
Equity (to parent company's shareholders as 46.0 43.4 42.1
well as equity belonging to non-controlling
shareholders)
--------------------------------------------------------------------------------
Debt-equity ratio % 98.6 71.9 123.1
equity ratio % 33.0 33.0 31.9
--------------------------------------------------------------------------------
The Annual General Meeting (27 Jan. 2010) approved the Board's proposal for the
distribution of dividends. Dividends were distributed at a rate of EUR 0.05 per
share. The record date for distribution of dividends was 1 Feb. 2011 and the
starting payment date was 8 Feb. 2011. Dividends were paid to the shareholders
of the parent company to a total of MEUR 2.6.
GROUP STRUCTURE CHANGES
In December 2010, Panostaja Oyj's subsidiary, Digiprint Finland Oy, purchased
the entire share capital of Suomen Graafiset Palvelut Oy Ltd, which offers
printed matter and services.
The net sales of Suomen Graafiset Palvelut Oy Ltd during the financial year
ending in April 2010 totalled MEUR 3.2, and the company employed 30 people. The
company's domicile is Kuopio and it has offices in Helsinki.
ADMINISTRATION AND GENERAL MEETING
Panostaja Oyj's Annual General Meeting was held on 27 January 2011 in Tampere.
Jukka Ala-Mello, Satu Eskelinen, Hannu Martikainen and Hannu Tarkkonen were
again selected to Panostaja Oyj's Board of Directors. Mikko Koskenkorva and
Eero Eriksson were selected to the Board as new members. Jukka Ala-Mello was
selected as Chairperson immediately after the Annual Meeting, in the Board's
organizational meeting. A Vice Chairperson was not chosen. Authorized Public
Accountant Eero Suomela and authorized body of public accountants
PricewaterhouseCoopers Oy were selected as general chartered accountants, with
Authorized Public Accountant Janne Rajalahti as the responsible public
accountant.
The Annual Meeting approved the closing of the 1 Nov. 2009 - 31 Oct. 2010
accounts as well as the proposal of the Board to transfer the profit of the
financial period to the profit funds and that dividends would be distributed at
a rate of EUR 0.05 per share. The record date for distribution of dividends was
1 February 2011 and the date of payment was 8 February 2011. In addition, the
General Meeting authorized the Board of Directors to decide on possible
allocation of assets to shareholders in accordance with its discretion on the
strength of the company's financial status, either as dividends from profit
funds or as allocation of assets from the invested unrestricted equity fund. On
the basis of this authorization, the maximum allocation of assets performed
totals no more than MEUR 4 (EUR 4,000,000). This authorization includes the
right of the Board to decide on all other aforementioned terms connected with
the allocation of assets, and will remain valid until the next Annual General
Meeting.
In addition, the General Meeting granted exemption from liability to the
members of the Board and to the Managing Director. It was decided at the
General Meeting that as the Meeting ends the Chairperson of the Board would be
paid EUR 40,000 as compensation for the term from the beginning of the year as
well as at the end of the 2012 Annual General Meeting, and that the other
members of the Board would obtain compensation for the year totalling EUR
20,000. It was further resolved at the General Meeting that approximately 40%
of the compensation remitted to the members of the Board would be paid on the
basis of the share issue authorization given to the Board, by issuing company
shares to each Board member if the Board member does not own more than one per
cent of all the company's shares on the date of the General Meeting. If the
share of ownership of a Board member on the date of the General Meeting is over
one per cent of all company shares, the compensation will be paid in full in
monetary form.
Moreover, the Annual Meeting approved the proposal of the Board to revise
company article of association section 8 as follows:
“Section 8: Invitation to General Meeting and participation therein The
invitation to the General Meeting must be published on the company's website at
least two (2) months and no later than three (3) weeks prior to the Meeting, as
well as at least nine days before the record date of the General Meeting. The
Board of Directors may also, in accordance with its discretion, announce the
General Meeting in one or more newspapers.
In order to be able to participate in the General Meeting, the shareholder must
register with the company no later than the day mentioned in the invitation to
the meeting, which may be at earliest ten (10) days prior to the General
Meeting.”
In addition, the Annual General Meeting resolved to cancel the authorization
concerning the acquisition of personal shares given at the General Meeting of
27 January 2010, and authorized the Board of Directors to decide on its own
acquisition of shares so that personal shares are acquired in one or several
instalments and personal shares may be acquired, on the basis of authorization,
to the maximum total of 4,700,000. Personal shares may be obtained on the basis
of authorization only with unrestricted equity.
Personal shares can be acquired other than in accordance with the proportion of
ownership of the shareholders in public trade arranged by NASDAQ OMX Helsinki
Oy, at the prevailing market price at the time. In acquiring shares, the rules
of NASDAQ OMX Helsinki Oy and Euroclear Finland Oy are observed. Authorization
shall be in effect for 18 months from authorization issue. The Board of
Directors has not used the authorization granted by the General Meeting to
acquire its own shares during the review period.
The General Meeting also resolved to authorize the Board of Directors to decide
on share distribution as well as rights of option and the issue of other
special rights providing entitlement to shares. The total number of shares
issued on the basis of authorization can be no more than 30,000,000. The
provision of share issues and rights of option as well as that of other rights
entitling shares may occur on an exceptional basis to shareholders' right to
subscribe for new shares (directed issue).
The authorization issued at the General Meeting on 18 December 2007 to decide
on share issues and the provision of special rights with respect to share
entitlement is, by similar authorization, cancelled. The latter authorization
shall be valid until 27 January 2016.
SHARE CAPITAL AND OWN SHARES
At the close of the review period, Panostaja Oyj's share capital was EUR
5,568,681.60.The total number of shares is 51,733,110.
The total number of shares held by the company at the end of the review period
was 632,166 individual shares (at beginning of review period: 1,262,504).
Personal shares corresponded to 1.2 percent of the share quantity and number of
votes at the end of the entire review period.
In accordance with the General Meeting on 27 Jan. 2010 and the decisions of the
Board, Panostaja Oyj relinquished the total of 6,777 individual shares as
meeting compensation to the members of the Board on 17 December 2010. In total,
330,000 share subscriptions were approved by the Board on 15 December 2010.
These are based on the rights to option given to the company management in
2006. The share subscriptions were made with the A-options of the options
programme for the year 2006. The new shares have been entered into the trade
register (23 December 2010). The subscription price of the shares was entered
in accordance with the option terms as EUR 0.12 into the share capital, and the
remaining part into the fund for unrestricted invested equity.
On 16 December 2010, the Board of Directors decided on the basis of the
authorization given at the Annual General Meeting on 18 December 2007, to an
issue of shares in which the company offered, in a manner exceptional to the
shareholders' right to subscription, a maximum of EUR 4,000,000 of new company
shares for registration by domestic institutional investors. The Board of
Directors approved the subscriptions made on 21 December 2010 during the issue
of shares. The issue of shares-based subscription price was EUR 1.45 per share,
so that the overall yields of the share issue prior to sales commission as well
as costs totalled EUR 5,800,000. The new shares were entered in the commercial
register on 11 January 2011.
As a result of the subscriptions rendered with A-options to the issue of shares
and with regard to the 2006 option programme, the total number of company
shares rose to 51,733,110 shares.
CAPITAL LOAN
At the end of the reporting period, the amount of convertible capital loan from
2006 was EUR 17,212,500, and this entitles a total of 10,125,000 as new share
entry. During the review period, no new shares have been marked with the
capital loan.
The Board of Directors applied the authorization it obtained during the General
Meeting on 18 December 2007 to obtain a capital loan from domestic
institutional investors. The Board approved the 2011 entries to the convertible
capital loan during the review period to the total of EUR 15,000,000. Interest
on the loan is 6.5% and the loan period is 7 February 2011 - 1 April 2016. The
original share exchange rate is EUR 2.20, and the loan shares can be exchanged
to, at maximum, 6,818,181 Panostaja-based company shares. The exchange rate of
the shares is entered in the company's fund for invested unrestricted equity.
SHARE PRICE DEVELOPMENT AND SHARE OWNERSHIP
Panostaja Oyj's share price varied during the review period between EUR 1.39
and EUR 1.51. The exchange of shares totalled 2,011,599 individual shares,
which represents 3.9% of share capital. The January share closing rate was EUR
1.43. The market value of the company's share capital at the end of January was
MEUR 74.0 and the company had 4,052 shares (4,137).
On 16 December 2010, the Board of Directors decided on a long-term incentive
and commitment-building system for the members of Panostaja's Management Team.
During the review period, Panostaja sold 623,561 of its own individual shares
to the members of the Management Team, and the latter acquired a total of
950,000 personal or controlling Panostaja shares specified as the maximum
quantity in the company's ownership system.
The Management's share ownership in the incentive and commitment-building
system is distributed as follows:
Pravia Oy (Juha Sarsama) 350,000 shares
Artaksan Oy (Simo Mustila) 200,000 shares
Heikki Nuutila 200,000 shares
Comito Oy (Tapio Tommila) 200,000 shares
Total 950,000
shares
The members of the Management Team have partly financed their investments
themselves and partly through company loans, and they carry genuine corporate
risk with respect to the investment they have made in the system. To acquire
shares and as part of the system, Panostaja's Board of Directors decided to
give an interest-bearing loan of the maximum amount of EUR 1,250,000 to the
members of the Management Team or controlling companies in order to finance the
purchase of Panostaja shares. The Management has raised an interest-bearing
loan to the total amount of EUR 1,207,127.84 to finance the acquisition.
A total at maximum of 237,500 Panostaja shares can be granted as compensation
on the basis of the achievement of set objectives to members of the Management
Team who belong to the system during the years 2011-2015. In addition, possible
compensation is paid in monetary form in such a way that it covers the charges
caused by taxes and tax-like fees. With regard to shares obtained as
compensation, the members of the Management Team are obligated to refuse to
relinquish shares during a period of 27 months from their receipt.
During the review period, Panostaja Oyj received four notices of change in
holdings in accordance with the Safety Markets Act, Chapter 2, Section 9.
On 16 December 2010, Panostaja Oyj announced the buy-back of the exchangeable
capital loan (2006) and the issue of a new convertible capital loan (2011). On
16 December 2010, Panostaja Oyj received a notice from Etera Mutual Pension
Insurance Company, since Etera's possible future holding in Panostaja Oyj shall
be, in total, 3,318,182 shares and votes when Etera uses the rights of exchange
respective to Panostaja's convertible capital loan (2011) in full. This holding
falls below 10 per cent of Panostaja Oyj's share capital and number of votes.
The holding corresponded to 6.74% of Panostaja Oyj's post-exchange number of
shares and votes by the date of the announcement, taking into account the
shares issued.
On 21 December 2010, Panostaja Oyj received a notice from Etera Mutual Pension
Insurance Company, since Etera's possible future holding in Panostaja Oyj shall
be, in total, 6,077,182 shares and votes if Etera uses the rights of exchange
respective to Panostaja's convertible capital loan (2011) in full. This holding
exceeds 10 per cent of Panostaja Oyj's share capital and number of votes. The
holding corresponded to 11.42% of Panostaja Oyj's post-exchange number of
shares and votes by the date of the announcement, taking into account the
shares issued.
As a result of the options issue, on 23 December 2010, the company received
Mauno Koskenkorva's notice of change of holdings. Mauno Koskenkorva's allotment
fell short of Panostaja Oyj's combined number of shares and votes by 5 per
cent. Mauno Koskenkorva's allotment totalled 2,375,173 shares. The holding
corresponded to 4.98% of Panostaja Oyj's post-exchange number of shares and
votes by the date of the announcement, taking into account the shares issued.
As a result of the issue of shares, the company received Maija Koskenkorva's
notice on 11 January 2011. Maija Koskenkorva's allocation fell short of
Panostaja Oyj's combined number of shares and votes by 10 per cent. Maija
Koskenkorva's allotment was 5,071,742 shares, which represents 9.80% of
Panostaja Oyj's share capital and total number of votes.
NEAR-FUTURE RISKS AND FACTORS OF UNCERTAINTY
The most significant risks of Panostaja Group have been described in the final
accounts. The near-future risks are linked in particular with the uncertainty
resulting from the global economic situation and the potential impacts of the
same on the segments in terms of achieving the set objectives. The uncertainty
of the general economic situation may again lead to weakening in customer
demand as well as the transfer of large investments to the future, especially
in the segments serving the technology industry, which may result in write-off
pressures with regard to Group business values. During the current financial
year, credit loss risks represent a significant factor of uncertainty in some
of the segments.
EVENTS AFTER THE REVIEW PERIOD
The company announced on 1 February 2011 that the convertible capital loan
(2011) was fully subscribed. The convertible capital loan shares have been
applied for with regard to admission to trading on Nasdaq OMX Helsinki Oy's
stock exchange list. Trading with the subscribed 300 loan shares began 23
February 2011 on the stock exchange list. The Financial Supervisory Authority
approved the proposal concerning admission to public trading of the convertible
capital loan-based loan shares.
Panostaja Oyj bought back convertible capital loan (2006) shares to the amount
of EUR 12,288,658 (including interest accrued). These transactions were
implemented on 7 February 2011. The loan shares were bought back at an exchange
rate of 100% plus interest accumulated until the transaction date. The amount
bought back by the company corresponds to 54.5% of the original total nominal
value of the convertible capital loan due in 2012.
The transactions are connected with the capital arrangements announced on 16
December 2010, which the company has already realized with the issue of
4,000,000 shares and a new convertible capital loan totalling MEUR 15. These
transactions were implemented in order to improve the maturation schedule with
regard to the company's long-term debts. The company's Board of Directors
decided to invalidate the purchased loan shares, and this invalidation was
implemented on 28 February 2011.
After this, a total of EUR 5,631,250 remains as respective to the convertible
capital loan (2006). Each loan share amounting to EUR 106,250 from the
convertible capital loan (2006) entitles the loan share holder to exchange the
loan share to 62,500 company shares.
PROSPECTS FOR THE FINAL ACCOUNT PERIOD
Panostaja Group shall concentrate on its business along the lines of its basic
business operations strategy, as well as on the development of its current
business areas. The transfer of the large age groups to retirement,
increasingly vigorous continuous changes in the business environment of
companies and internationalization shall bring a large group of purchasable
enterprises to the market in the years to come. Active owner value development
and related financing possibilities are establishing a good foundation for the
vigorous expansion of operations. The increasing business offering in
traditional fields amongst functional SMEs is enabling both expansion into new
business areas and growth in current ones.
Economic trend expectations in the fields of current business area are strongly
tied to the prospects of client enterprises. Although economic trend
expectations have essentially changed in a positive direction, there is still
uncertainty with regard to the turn in the economy towards permanent growth,
particularly due to the credit crisis in the euro area and the unrest within
the Arab countries. On the other hand, the weakening of the euro brings
competitive capability to the Group's customer enterprises that engage in
export. In the various business areas of Panostaja Group, the prospects vary
from guardedly positive to positive. Even if a permanent turn to the better
were to have already occurred in the economic trends, the market also offers
sufficient opportunities for corporate acquisitions, and it is the purpose of
the growth strategy of Panostaja to achieve growth through controlled company
purchases. A more permanent turn in economic trends would also enable the
relinquishment of some business areas.
Panostaja Group's financial year-related net sales are expected to exceed the
level of the previous year. The profitability of the business areas is
anticipated to improve considerably, whereupon the result of the Group's
financial year is expected to be clearly positive.
Panostaja Oyj
Board of Directors
For further information, please contact Juha Sarsama, CEO: tel. +358 (0)40 774
2099.
Panostaja Oyj
Juha Sarsama
CEO
All forecasts and assessments presented in this final accounts announcement are
based on the current outlook of the Group and the Management of the various
business areas with regard to the state of the economy and its development, and
the results attained may even be substantially different. This interim report
has been prepared in accordance with the IAS 34 regulations. The information in
the interim report has not been audited.
FINANCIAL INFORMATION
INCOME STATEMENT
(EUR 1000) 11/10-01/ 11/09-01/ 2010
11 10
Net sales 38 493 28 964 140 517
Other operating income 363 49 1 974
Costs in total 37 027 30 622 137 908
Depreciations, amortisations and impairment 1 301 944 6 184
Operating profit/loss 528 -2 553 -1 601
Financial yields and costs -615 -467 -2 592
Share of associated company profits 60 0 224
Profit before taxes -27 -3 020 -3 969
Taxes on income 7 907 764
Profit/loss on continuous business -20 -2 113 -3 205
Profit on discontinued operations 0 0 0
Profit/loss on financial period -20 -2 113 -3 205
Attributable to
Equity holders of the parent company -149 -1 387 -2 775
Non-controlling owners 129 -726 -430
Earnings/share on continuing business
€, undiluted -0.003 -0.030 -0.060
Earnings/share on continuing business
€, diluted -0.003 -0.030 -0.060
Earnings/share on discontinued operations
€, undiluted 0.000 0.000 0.000
Earnings/share on discontinued operations
€, diluted 0.000 0.000 0.000
Earnings/share on continuing and discontinued -0.003 -0.030 -0.060
operations €, undiluted
Earnings/share on continuing and discontinued -0.003 -0.030 -0.060
operations €, undiluted
EXTENSIVE INCOME STATEMENT
Extensive statements items -20 -2 113 -3 205
Translation differences 10 32 80
Extensive result for the period -10 -2 081 -3 125
Attributable to
Equity holders of the parent company -139 -1 355 -2 695
Non-controlling owners 129 -726 -430
Earnings/share on discontinued operations
€, undiluted -0.003 -0.029 -0.058
Earnings/share on discontinued operations
€, diluted -0.003 -0.029 -0.058
Earnings/share on discontinued operations
€, undiluted 0.000 0.000 0.000
Earnings/share on discontinued operations
€, diluted 0.000 0.000 0.000
Earnings/share on continuing and discontinued -0.003 -0.029 -0.058
operations €, undiluted
Earnings/share on continuing and discontinued -0.003 -0.029 -0.058
operations €, undiluted
BALANCE SHEET 01/11 01/10 10/2010
(EUR 1000)
ASSETS
Long-term assets
Goodwill 38 561 36 487 39 256
Other intangible goods 5 514 5 355 5 641
Tangible fixed assets 17 761 11 590 16 406
Shares in associated companies 2 443 2 835 2 387
Other long-term assets 9 586 7 352 8 268
Long-term assets: total 73 865 63 619 71 958
Short-term assets
Inventories 25 234 22 577 24 049
Sales receivables and other receivables without 23 777 19 391 24 984
interest
Financing securities 0 2 996 833
Financial resources 16 639 23 588 10 438
Short-term assets: total 65 650 68 552 60 304
Assets in total 139 515 132 171 132 262
EQUITY AND DEBTS
Equity belonging to parent company's shareholders
Share capital 5 569 5 529 5 529
Share premium reserve 4 646 4 646 4 646
Translation difference -47 -90 -56
Invested unrestricted equity fund 18 494 11 969 11 574
Accumulated profit funds 3 740 7 871 6 497
Total 32 402 29 925 28 190
Proportion of non-controlling owners 13 595 13 521 13 922
Equity: total 45 997 43 446 42 112
Debts
Calculated tax debt 1 774 1 694 1 693
Convertible debenture loan 17 038 16 890 16 999
Long-term debts 34 805 33 517 32 573
Short-term debts 39 901 36 624 38 885
Debts in total 93 518 88 725 90 150Equity and debts in total 139 515 132 171 132 262
CASH FLOW STATEMENT 01/2011 01/2010 10/2010
(EUR 1 000)
Business net cash flow 1 656 651 1 264
Net cash flow from investments -1 609 -995 -14 333
Withdrawals from loans 1 313 486 11 150
Repayments on loans -2 693 -1 551 -9 298
Issue of shares 5 737 0 0
Share subscription 316 0 0
Sale of own shares 906 8 38
Paid dividends -265 -322 -5 868
Net cash flow from financing 5 314 -1 379 -3 978
Change in cash flows 5 361 -1 723 -17 047
CALCULATION OF GROUP'S EQUITY CHANGES
(EUR 1 000) Share Premiu Invested Transla Profit Proportion Total
capit m fund unrestric tion funds of
al ted equity differ non-contr
fund ences olling
owners
Equity, 1 5 529 4 646 11 876 -123 14 792 14 560 51 280
November 2009
Costs of 17
share-based
payments
Profit on -1 387 -726 -2 113
financial
period
Recorded yields 17 -1 387 -726 -2 096
and costs in
total during
financial year
Distribution of -5 534 -313 -5 847
dividends
Sale of own 8 8
shares
Translation 32 32
differences
Other changes 68 68
Other changes 76 32 -5 534 -313 -5 739
to equity:
total
Equity, 31 5 529 4 646 11 969 -91 7 871 13 521 43 446
January 2010
Equity, 1 5 529 4 646 11 574 -57 6 497 13 923 42 112
November 2010
Profit on -149 129 -20
financial
period Recorded yields -149 129 -20
and costs in
total during
financial year
Distribution of -2 555 -265 -2 820
dividends
Share 40 276 316
subscription
Issue of shares 5 738 5 738
Sale of own 906 906
shares
Translation 10 10
differences
Changes in -53 -192 -245
proportion of
non-controllin
g owners
Other changes 40 6 920 10 -2 608 -457 3 905
to equity:
total
Equity, 31 5 569 4 646 18 494 -47 3 740 13 595 45 997
January 2011
KEY FIGURES 01/201 01/201 10/201
1 0 0
Equity per share, € 0.63 0.65 0.61
Earnings/share, diluted, € 0.00 -0.03 -0.06
Earnings/share, undiluted, € 0.00 -0.03 -0.06
Average number of shares during financial year, 1 000 47 194 46 116 46 127
Number of shares at end of financial year, 1 000 51 733 47 403 47 403
Issues of shares / convertible exchanges during 4 330 0 0
financial year, 1 000
Total number of shares, 1 000, diluted 57 319 56 242 56 252
Return on Equity, % -0.1 -17.9 -6.9
Return on Investment, % 3.0 -9.2 -1.1
Gross investments
To permanent assets, MEUR 1.6 1.4 15.7
% of net sales 4.0 4.8 11.2
Debts with interest 63 825 58 385 64 015
The equity ratio, % 33.0 33.0 31.9
Average number of personnel 990 826 967
GROUP DEVELOPMENT ON A QUARTERLY BASIS
(MEUR) IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS
Q2/09 Q3/09 Q4/09 Q1/10 Q2/10 Q3/10 Q4/10 Q1/11
Net sales 30.5 27.3 33.5 29.0 35.3 35.8 40.4 38.5
Other business yields 0.1 0.3 4.5 0.0 0.3 0.1 1.6 0.3
Costs in total 28.0 26.8 33.3 30.6 34.6 33.8 38.8 37.0
Depreciation and value 0.8 1.0 1.4 0.9 1.0 1.3 3.0 1.3
impairment
Operating profit/loss 1.8 -0.2 3.3 -2.6 0.0 0.8 0.2 0.5
Financing items -0.7 -0.8 -0.4 -0.4 -0.7 -0.7 -0.8 -0.6
Proportion of associated 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.1
co. in result
Profit before taxes 1.1 -1.0 3.0 -3.0 -0.5 0.1 -0.6 0.0
Taxes -0.4 0.4 -0.7 0.9 0.0 -0.1 0.0 0.0
Proportion of -0.1 0.0 -0.1 -0.7 0.1 -0.2 0.4 0.1
non-controlling owners
Profit on continuous 0.6 -0.6 2.2 -1.4 -0.5 0.1 -1.0 -0.1
business
Profit on discontinued 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
operations
Profit on financial year 0.6 -0.6 2.2 -1.4 -0.5 0.1 -1.0 -0.1
GUARANTEES GIVEN
EUR 1 000 1Q/2011 1Q/2010 2010
Guarantees given on behalf of Group companies
Corporate mortgages 40 988 30 847 41 257
Securities given 59 225 52 479 58 942
Other liabilities 680 1 077 912
Other rental agreements
In one year 5 451 4 905 5 927
Over one year but within five years at maximum 13 623 12 754 13 597
In over five years 4 114 4 187 3 957
Total 23 188 21 846 23 481
The nominal or book value has been used as the value of liabilities.
SEGMENT INFORMATION
1Q/2011 1Q/2010
NET SALES
Security 5 782 4 524
Digital Printing Services 7 013 4 318
HEPAC Wholesale 4 794 4 307
Takoma 6 594 2 518
Value-added Logistics 3 756 3 628
Fittings 2 741 2 801
Spare Parts for Motor Vehicles 2 214 1 878
Heat Treatment 2 006 1 227
Carpentry Industry 1 590 1 214
Supports 837 758
Fasteners 702 584
Environmental Technology 226 776
Technochemical 433 551
Other 14 14
Eliminations -209 -134
Group in total 38 493 28 964
OPERATING PROFIT
Security 159 -664
Digital Printing Services 589 416
HEPAC Wholesale 34 2
Takoma -247 -668
Value-added Logistics -84 -420
Fittings 63 169
Spare Parts for Motor Vehicles 203 169
Heat Treatment 484 -112
Carpentry Industry 312 33
Supports -56 18
Fasteners -33 -88
Environmental Technology -85 -835
Technochemical -121 -22
Other -690 -552
Group in total 528 -2 553
SEGMENT INFORMATION ON A QUARTERLY BASIS
Net sales (MEUR) 3Q/09 4Q/09 1Q/10 2Q/10 3Q/10 4Q/10 1Q/11
Security 4.8 7.3 4.5 5.8 5.3 6.3 5.8
HEPAC Wholesale 4.4 4.5 4.3 4.8 5.0 5.5 4.8
Takoma 2.3 3.8 2.5 4.9 4.9 6.8 6.6
Digital Printing Services 2.9 4.3 4.3 5.1 5.6 6.7 7.0
Fittings 2.9 3.2 2.8 3.2 3.2 3.1 2.7
Value-added Logistics 2.1 2.0 3.6 3.9 3.8 3.8 3.8
Heat Treatment 1.8 1.7 1.2 1.7 1.7 2.0 2.0
Spare Parts for Motor Vehicles 1.9 2.2 1.9 2.0 2.2 2.4 2.2
Environmental Technology 1.2 1.2 0.8 0.6 1.0 0.2 0.2
Carpentry Industry 1.1 1.1 1.2 1.5 1.3 1.3 1.6
Supports 0.7 0.9 0.8 0.8 0.9 1.1 0.8
Fasteners 0.7 0.7 0.6 0.7 0.7 0.8 0.7
Technochemical 0.5 0.7 0.6 0.5 0.4 0.6 0.4
Other 0.0 0.0 0.0 0.0 0.0 0.1 0
Eliminations -0.1 -0.2 -0.1 -0.2 -0.2 -0.3 -0.2
Group in total 27.3 33.4 29.0 35.3 35.8 40.4 38.5
Operating profit (MEUR) 3Q/09 4Q/09 1Q/10 2Q/10 3Q/10 4Q/10 1Q/11
Security 0.0 0.2 -0.7 0.3 0.4 1.2 0.1
HEPAC Wholesale 0.2 1.5 0.0 0.0 0.1 0.2 0.0
Takoma -0.4 -0.2 -0.7 0.0 -0.4 -0.6 -0.2
Digital Printing Services 0.5 0.7 0.4 1.1 0.7 1.0 0.6
Fittings 0.3 0.4 0.2 0.2 0.1 0.2 0.1
Value-added Logistics -0.1 0.5 -0.4 -0.2 0.1 0.0 -0.1
Heat Treatment 0.1 -0.1 -0.1 0.2 0.0 0.1 0.5
Spare Parts for Motor Vehicles 0.3 0.3 0.2 0.0 0.3 0.3 0.2
Environmental Technology -0.9 -1.4 -0.8 -1.5 -0.3 -1.9 -0.1
Carpentry Industry 0.1 0.1 0.0 0.3 0.2 -0.1 0.3
Supports 0.1 0.9 0.0 0.0 0.2 0.1 -0.1
Fasteners 0.0 0.1 -0.1 -0.1 0.0 0.0 0.0
Technochemical 0.0 -0.4 0.0 0.0 -0.1 0.0 -0.1
Other -0.4 0.8 -0.6 -0.4 -0.4 -0.2 -0.7
Group in total -0.3 3.3 -2.6 0.0 0.8 0.2 0.5
Panostaja Oyj is an active majority owner in Finnish SMEs. The core of our
operations is Finnish entrepreneurship and persevering development of
entrepreneurial activity. Together with our business partners, we are
cultivating companies to become the best in the field and are thereby
generating Finnish success stories.
Panostaja Oyj functions at the moment in thirteen business areas. Oy Alfa-Kem
Ab (Teknochemicals) manufactures and markets industrial chemicals, cleaning
agents and institutional kitchen agents. Ecosir Group Oy (Environmental
Technology) has specialized in waste and property management equipment
solutions. Flexim Safety Oy (Security) is a specialist in security technology
and services, locking, door automation and access control products and
solutions. Heatmasters Group (Heat Treatment) offers thermal treatment services
for metals in Finland and internationally, and produces, develops and markets
heat treatment technology. KL-Varaosat (Spare Parts for Motor Vehicles) is an
importer, wholesale dealer and retailer for original spare parts and supplies
intended for Mercedes Benz and BMW cars. Kopijyvä Oy and Domus Print Oy
(Digital Printing Services) are together Finland's largest companies offering
services in the digital printing field. Lämpö-Tukku Oy (HEPAC Wholesale) has
specialized in HEPAC wholesale operations. Suomen Helakeskus Oy (Fittings) is a
wholesale dealer concentrated on construction- and furniture-based fittings.
Suomen Kiinnikekeskus Oy (Fasteners) is a supply shop in the fastener field.
Matti-Ovi Oy (Carpentry Industry) manufactures and markets, as its main
product, interior doors of solid wood. Takoma Oyj (Takoma) is a machine shop
group with an entrepreneur-driven business model and is registered on the stock
exchange. Toimex Oy (Supports) works in the HEPAC field, manufacturing and
selling clamps for the purpose. Vindea Oy (Value-added Logistics) is an
enterprise specialized in added-value logistics services for the Finnish metal
industry.
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