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2011-02-17 16:47:38 CET 2011-02-17 16:48:34 CET REGULATED INFORMATION Neomarkka - Financial Statement ReleaseNEO INDUSTRIAL PLC'S FINANCIAL STATEMENTS REVIEWNeo Industrial PLC's result for the last quarter and full year 2010 Neo Industrial PLC STOCK EXCHANGE RELEASE 17 February 2011 at 5.45 pm NEO INDUSTRIAL PLC'S FINANCIAL STATEMENTS REVIEW Neo Industrial PLC's result for the last quarter and full year 2010 Comparable figures refer to last year's corresponding period unless otherwise stated. SUMMARY FOR 2010 - Neomarkka was renamed Neo Industrial Plc - The Group became an industrial conglomerate: two new divisions, Single Family Housing business (Finndomo) from Q2 and Viscose Fibers (Avilon) from Q3. - The Group's net sales were EUR 83.4 (69.1) million, which consisted of the Cable Industry net sales. The full year operating result was negative, EUR -10.6 (-5.4) million, affected mainly by the establishment of the Viscose Fibers division, i.e. Avilon's start-up investments. - Cable business: Net sales for 2010 totaled EUR 83.4 (69.1) million. Operating profit was negative, EUR -2.9 (-4.1) million. The breakdown of testing machinery at the Riihimäki factory influenced both sales and profitability - A EUR 3.1 million insurance claim is pending. Profitability improved however in the third quarter to be positive. - Viscose Fibers business: Activities did not as yet contribute to 2010 net sales. Avilon's one-off production launch costs, mainly for the year 2010, were EUR 6.7 million. - Single Family Housing: Finndomo increased its net sales from May to December by 28.2% to EUR 93.0 (72.6) million. Finndomo's May-December result however, was a loss due to the high cost structure. Neo Industrial's share of the loss was EUR -1.3 million. SUMMARY FOR THE LAST QUARTER 2010 - The Group's net sales were EUR 23.7 (16.4) million, consisting of the Cable business net sales. The operating loss, EUR -7.2 (-2.7) million arose mainly from the Viscose-Fiber division startup costs. - The Cable business increased its net sales from the previous year to EUR 23.7 (16.4) million, but the last quarter showed an EUR -0.3 (-2.4) million loss. - The Viscose Fiber operation had not yet had any net sales in the fourth quarter. Avilon's start-up costs of EUR 6.7 million were entered in the fourth quarter. Production start-up planned for the December was moved to January 2011 owing to raw material availability problems. - Single Family Housing Industry net sales was EUR 39.6 (30.1) million, an increase of 31.5%. Neo Industrial's share of the operating loss was EUR -0.6 million. Managing Director Markku E. Rentto: - For Neo Industrial, 2010 was a year of change. Transforming to an industrial conglomerate and acquiring new businesses requires a lot from the board and management. Although we are in a tight financing situation, all of Neo's business segments have good prospects. The Viscose Fibers business start-up investments have been made, production is in full swing and the market appears favorable. We can therefore expect Avilon to record good results already this year. The rapid growth in net sales is a positive challenge for the entire Avilon operation. It has been nice to hear that when customers visit Valkeakoski, they say Avilon's fire-resistant fiber is still the world market benchmark. These expectations are a good springboard. The Cable business's difficulties are behind us. The Russian market showed a significant increase for the previous year, although not as strong as we expected. This year, all markets including Russia look promising. The investments we have made and the reorganization that has been carried out have made Reka Cables ready to cope with significantly growing production volumes. The Single Family Housing business also supports a vibrant market in Finland and Sweden, together with energy requirement changes. We also believe in strong growth of exports to the Baltic countries and Russia. Refocusing Finndomo's activities as well as new products give rise to positive expectations for the current year. NEW NAME Neomarkka has transformed in accordance to its strategy as an industrial group of companies, resulting in the board's proposal of the company's new name - Neo Industrial. The Extraordinary General Meeting on 13.10.2010 approved the proposal of the name change. The new name was registered on 25.10.2010. NEW SEGMENTS Neo Industrial Plc made investments in 2010, establishing two new financial reporting segments alongside the Group's cable business, the Single Family Housing business in May 2010 and the Fire- Retardant Fiber business in September 2010. Since the Single Family Housing segment, Finndomo, is an affiliated company, it is taken into account on the income statement line - Share of the result of associates. The line contains Neo Industrial's portion of Finndom's IFRS modified May-December net profit and the associated acquisition allocation entries. Finndomo net sales and operating profit are not included Neo Industrial's net sales and profit figures. Since Single Family Housing is however a new segment, Finndomo is covered in more detail than just the income statement. The Fire-Retardant Fiber business name was changed in early 2011 to reflect the segment's operations better. The segment is now called Viscose Fibers. The name change does not affect the scope of the segment reporting. KEY FIGURES 10-12/2010 10-12/200 1-12/2010 1-12/2009 9 Net Sales, EUR millions, of which 23.7 16.4 83.4 69.1 - Cable business 23.7 16.4 83.4 69.1 - Viscose Fibers 0.0 0.0 0.0 0.0 - Other operations and eliminations 0.0 0.0 0.0 0.0 Operating result, EUR million, of -7.2 -2.7 -11.0 -5.4 which - Cable business -0.3 -2.4 -2.9 -4.1 - Viscose Fibers -6.4 0.0 -6.7 0.0 - Other operations and eliminations -0.5 -0.3 -1.4 -1.3 Operating profit, EUR millions -5.3 -1.4 -10.6 -3.9 Earnings/share, EUR -1.06 -0.25 -1.76 -0.65 Return on investment, % (ROI) -12.7 % -3.0 % Equity ratio, % 31.7 % 47.4 % CONSOLIDATED FINANCIAL PERFORMANCE IN 2010 Neo Industrial Group's net sales in 2010 were EUR 83.4 (69.1) million. The full-year result was a loss of EUR -10.6 (-3.9)million. The main reason for the negative result was the establishment of Viscose Fiber business, namely the Avilon plant start-up and the delay in start-up from December to the beginning of January. A total of EUR 6.7 million non-recurring start-up costs heavily burdened the Group's performance. The beginning of 2010 remained difficult for the Cable business and the Group's operating loss of EUR 2.9 million was the Cable business. SEGMENTS Cable The Cable business sales grew in 2010. The industry's net sales in 2010 was EUR 83.4 (69.1) million, an increase of 21% and EUR 23.7 (16.4) million in October-December, an increase of 45%. Operating income for the full year was negative, EUR 2.9 (-4.1) million. The business operating income in October-December was EUR -0.3 (-2.4) million. The year as a whole was difficult for the cable business, although the cable market rebounded after the quiet beginning to the year and the business profitability improved in the third quarter. The breakdown of testing machinery at the Riihimäki factory in June significantly affected both sales and profitability. In practice, damages from the breakdown, which lasted from June to October, is estimated at EUR 3.1 million, of which EUR 2.1 million is entered in the business's July-September results taking into account interruption insurance. The procedure regarding the insurance claim was still ongoing at the end of the year. During the year, the Cable business also had an 0.8 million euro cost from production restructuring in Finland. The Finnish cable market, in particular, suffered early in the downturn caused by the slow pace of construction and lack of industrial projects. Reka Cables continued cost-cutting and streamlining measures introduced the previous year. Personnel negotiations for all the factories in Finland were concluded in summer of 2010 resulting in layoffs and redundancies of 15 employees. Demand for cable used in construction picked up in the second half when the electrical wholesale market also grew. Other Nordic country cable markets improved towards the end of 2010 compared to previous years. The Russia cable market also picked up as well as in the Baltic countries of Estonia and Lithuania. Reka Cables' sales in Russia increased from the previous year, although the testing machinery breakdown in Riihimäki affected deliveries from Finland to Russia. Restructuring of Russian operations during the period focused on centralized administration of two manufacturing plants located in Podolsk. The Russian associated company, Expocable, whose sales were at a good level during the year, produces special cables for the oil and gas industry as well as nuclear power plants. Raw material prices were a significant additional challenge for Reka Cables, as aluminum and copper prices in particular rose sharply. Copper prices rose to an all-time high at the end of the year and its availability is sometimes challenging. Reka Cables strives to manage the situation with safeguards and good working capital management. Fierce competition made it difficult to pass the sharp price increases of metals and plastics on in product pricing in 2010. Reka Cables strengths are value, flexible delivery and good customer service. Adapting to the increase in the price of copper particularly affected the Reka Cables factory in Keuruu, where installation cable products are about 90% copper-based. In 2010, in order to improve its service, Reka Cables moved copper wire drawing operations from Hyvinkää to Keuruu, where the wire-drawing process is an integral part of the installation cable manufacturing. The Keuruu factory was expanded for wire-drawing equipment and manufacturing with the new process started successfully in March. The Keuruu plant will now serve the growing construction industry needs more efficiently. At the end of the year, Reka Cables began a project to transfer an aluminum wire drawing operation in Hyvinkää from one factory to another as well as to Riihimäki. This production restructuring will be completed in winter 2011, which will incur an estimated EUR 0.3 million in expenses during the first quarter of 2011. The Cable business faced reassessment with regard to its Russian activities in 2010 as Russia decided to abolish the duty-free status of metals. Part of the Russian factories' raw materials have been imported for processing in Finland and exported back to Russia for finishing. With the abolishment of the duty-free status, the cable business model in Russia is likely to change this year. Reka Cables' Hyvinkää and Keuruu factory capacities were effectively utilized from summer onwards. Medium and high voltage cable manufacturing suffered from the machine breakdown in June until Riihimäki delivery capacity was restored in mid-October. The Riihimäki factory delivery accuracy improved however, at the end of the year. Neo Industrial invested in the Riihimäki factory expansion in 2008 and the modern factory's capacity and ability to serve the fast-growing market are excellent. At affiliated company, Nestor Cables Ltd, manufacturer of telecommunications and fiber optic cables, net sales grew sharply during the year by 45 percent, to 29.0 (19.9) million. Nestor's profit for the period remained negative. Profitability was burdened by an exceptionally snowy winter leading to a weak fourth quarter coupled with the company's product development investments. A strong increase in the price of the raw material used in polymers has also not been fully transferred to product prices. Viscose Fibers Neo Industrial established a new Viscose Fibers segment in September 2010. This stemmed from the acquisition in 2008 of the bankrupted Kuitu Finland Ltd's Valkeakoski factory in Finland. The EUR 10 million purchase price included lease factory buildings with lease agreements, movable property and intellectual property rights. Under the brand name of Avilon Ltd, the company's operations began in the fall of 2010. Personnel are largely experienced former staff and at the end of the year numbered 135 persons. In addition, the factory employs some 80 subcontract employees. Avilon manufactures both standard and fire retardant viscose fiber. Fire retardant fibers have a growing need in homes, offices and transportation. Ordinary viscose fiber is mainly sold to China, whereas most of the fire retardant fiber finds its main market in the United States. The Avilon factory was scheduled to begin in December, but the ramp-up was rescheduled because of availability problems of the main raw material, dissolving pulp. Avilon's current capacity is approximately 30,000 tons of fiber per year. The Valkeakoski factory now runs on a single line and as demand grows, Avilon can start another existing line at a reasonable investment cost. Based on the plant's previous operation and Neo Industrial's own estimates, Avilon can achieve roughly EUR 80 million net sales with a single production line in 2011. The launching costs of Viscose Fibers business are entered as expenses. By the end of the year the launching expenses as well as the costs of moving the launching to January 2011 totaled 6.0 million, and the segment's operating loss was EUR 6.7 million. The costs were mainly related to the fourth quarter. Some costs related to the ramp-up of the business can be expected to also affect 2011. Single Family Housing In April 2010, Neo Industrial invested in a 30% holding of single family housing producer, Finndomo Ltd. Finndomo is the leading Nordic manufacturer of wooden houses. Its brands in Finland are FinndomoKoti, Omatalo and Kotitalo, in Sweden, Hjältevadshus and Modulenthus. Finndomo sales from May to December were EUR 93.0 (72.6) million, an increase of 28.2%, and from October to December, EUR 39.6 (30.1) million, an increase of 31.5%. Despite the increase in turnover Finndomo's-year return was a loss due to the high cost structure. Neo Industrial's share of the company's May-December loss was EUR 1.3 million. The Finndomo loss however, decreased from the previous year. The company has stepped up operations and has reduced fixed costs, but the impact of some of the measures will not appear until 2011. Finndomo will further continue to strengthen its operations. The revival in the single family housing market is seen in the number of orders received by Finndomo, especially in Finland, the company's market share also rose slightly. The company's market share also increased in Sweden. In consumer sales, Finndomo is also Finland's leading supplier in regional construction projects. In the summer of 2010, Finndomo began first construction and sales in the Myllykylä project. Homes in the Helsinki suburb of Myllypuro will total 125 units, of which the first 13 homes were completed in the fourth quarter. The Finndomo Hartola and Sonkajärvi house factories' capacity was fully utilized during the year under review. In Sweden, one of three factories was closed until further notice, and in the Hjältevad and Hässleholm factories production optimization measures were taken, which enabled traditional house production to be concentrated in Hjältevad and other houses manufactured in Hässleholm. In some prefabricated houses, Finndomo uses a machine drying solution in the house base, the functioning of which was the publicly questioned in the autumn of 2010. In this context, there was fear of a mold problem in a few Finndomo ready house deliveries. Finndomo offered customers expert assistance to check the condition of the house base. Checks were still pending at the end of the year, and Finndomo will disseminate the results as they are ready. OTHER EVENTS DURING THE PERIOD In April, Neo Industrial invested in a 30% share of single family housing manufacturer Finndomo, which became the group's Single Family Housing business segment. In April, Neo Industrial announced the start of personnel negotiations in its subsidiary Reka Cables. Codetermination negotiations started on 9 April 2010 and ended on 24 May 2010 with layoffs and 15 redundancies. Reka Cables adjusted its business to the weaker market conditions. In June, Neo Industrial announced negotiations into the possibility of investing in the specialty fiber business. In July, a letter of intent was made and creditors of Kuitu Finland accepted it in August. On 9 September 2010, Neo Industrial acquired the Kuitu Finland production facilities including premises, furnishings and leases for a purchase price of EUR 10 million, and began to launch operational activities and production under the name Avilon Ltd. In August, Neo Industrial announced the change of Managing Director of its subsidiary Reka Cables. The Managing Director Markku E Rentto of Neo Industrial included the Managing Directorate of Reka Cables to his present duties from 1 September 2010. The Managing Director, Jorma Leskinen, retired at the end of 2010. Neo Industrial intends to recruit a new Managing Director for Reka Cables during 2011. Neomarkka changed its name to Neo Industrial in October. The new name, approved by the extraordinary shareholders meeting of18 October 2010, reflects better the company transformation to an industrial conglomerate. In November, the company announced a delay in Avilon production start-up. Start-up would have been possible as early as December 2010, but because availability of the main raw material, dissolving pulp, could not be verified the start was moved to January 2011. EVENTS AFTER THE PERIOD Avilon Ltd started production on 13 January 2011 when dissolving pulp deliveries had been secured. The first batch of viscose fibers for a Chinese customer was completed in the middle of January 2011. Additional dissolving pulp capacity is under construction, for instance in Sweden and Canada, so raw material availability will improve this year. Neo Industrial announced the delay on 18 November 2010 and the start-up on 12 January 2011. At the end of January Avilon agreed sales for production to date. The first orders amount to a total of EUR 2.7 million. Neo Industrial announced this on 25 January 2011. In January 2011, Avilon began testing licensed technology, from the Technical Research Centre of Finland, which replaces carbon disulphide necessary in the viscose fiber production process. Neo Industrial announced this on 19 January 2011. In January 2011, Finndomo in Sweden combined brand names to a single umbrella brand, FinndomoHem. Two Swedish sales and marketing organizations were cost merged into one organization supporting three product families. In February, Avilon reached an agreement with Finnish conglomerate, Berner, to supply sodium sulfate. The sale of sodium suplhate, a byproduct of the viscose process, brings Avilon about EUR 1.0 million in additional revenue each year the plant is running a single line. Neo Industrial announced this on 9 February 2011. FINANCIAL STATEMENT 2010 The consolidated financial statements have been prepared to international financial reporting standards (IFRS). Consolidated net sales (IFRS) for the year end was EUR 83.4 (69.1) million. Consolidated income statement (IFRS) shows a loss of EUR 10.6 (-3.9) million. CONSOLIDATED FINANCIAL STATUS AND PERFORMANCE INDICATORS (IFRS) 2010 2009 2008 Net Sales, EUR millions 83.4 69.1 116.6 Operating profit, % net sales -13.2 -7.8 -1.3 Share of the result of associates, MEUR -1.3 -0.2 -0.8 Return on equity, % neg. neg. neg. Return on capital employed, % neg. neg. neg. Equity ratio, % 31.7 47.4 47.8 Earnings/share, EUR -1.76 -0.65 -0.84 SHARE PRICE AND TRADING VOLUME The company's B series shares traded on the NASDAQ OMX Helsinki in 2010, a total of 381,127 (278,431) shares, corresponding to 6.3 percent (4.7%) of the number of all shares and EUR 2.5 (1.6) million. The closing price on 30 December 2010 was EUR 5.60 (6.85) and the period average share price was EUR 6.32. The lowest quotation during the period was EUR 5.40 (4.45) and the highest was EUR 8.20 (6.85). On 30 December 2010 the value of all company shares according to the share price was EUR 33.3 (40.7) million. GROUP STRUCTURE AND SHAREHOLDERS Neo Industrial PLC is the parent company of the group, which includes the Neo Industrial wholly owned subsidiaries Novalis PLC, Alnus Carbatec Ltd. and its subsidiaries and associated companies. The domicile of the parent company is Hyvinkää. Carbatec Ltd is Avilon Ltd's parent company. On 31 December 2010, Neo Industrial had 12,453 shareholders. The company's largest shareholder, Reka Ltd, held 50.76% of shares and 65.77% of votes. Neo Industrial PLC is part of the Reka Group. Reka Ltd is domiciled in Hyvinkää. At the end of the year, the combined holding of the ten largest shareholders was 61.4% of the shares and 73.1% of the votes. On 31 December 2010, Members of the Board, CEO and CFO directly owned and controlled a total of 2,957,017 Neo Industrial B series shares. SHARES AND SHARE CAPITAL Neo Industrial corporation's share capital is divided into A and B shares. The total share capital including all shares stood at EUR 24,082,000 at the end of 2010 and the number of shares was 6,020,360. The number of shares includes 92,727 Neo Industrial B shares. The holding represents 1.5% of the company's share capital and 1.1% of the votes. The company held no A-shares. Neo Industrial Corporation B-shares (NEO1V) are listed on the NASDAQ OMX Helsinki Stock Exchange's Main List. Company shares 31.12.2010 31.12.2009 31.12.2008 Company share capital (EUR) 24,082,000 24,082,000 24,082,000 A shares (20 votes/share) B shares (1 139,600 139,600 139,600 vote/share) B shares (1 vote/share) 5,880,760 5,880,760 5,880,760 Total 6,020 360 6,020,360 6,020,360 B shares held by the company 92,727 61,407 0 PURCHASING OF OWN SHARES Neo Industrial obtained authorization to purchase its own shares at the Annual General Meeting (10 June 2009 and 9 June 2010) Company's own shares. Company shares were acquired during the year to total of 31,320 B-shares at cost 217, 319.65 euros. The value of the acquired shares at the closing price on 31 December 2010 was 175,392 euros. On 31 December 2010, the company's own holding of B series shares amounted to a total of 92,727 shares. RESEARCH AND DEVELOPMENT The Group's investments in research and product development were EUR 0.3 (0.4) million. In accounting, these investments in the Cable business are recognized as expenses. PERSONNEL During the fiscal period, the Group employed an average number of 539 (484) persons. At the end of 2010, the Group had 614 (502) employees, of which 476 (499) were in the Cable business, 135 in Viscose Fibers, and three in corporate administration. The total sum of the Group's performance-based salaries and fees paid during the period was EUR 12.8 (12.4) million. ENVIRONMENT Since Neo Industrial is an industrial group, environmental issues are key concerns in all businesses. Caring for the environment and the continuous improvement of environmental well-being are part of Reka Cables' daily operations. Reka Cables' environmental management system is certified to the ISO 14001 standard. Avilon started production under the terms of the factory's previous environmental permits. In accordance with the normal application procedure, the company applied under its own name for new environmental permits in December 2010. Avilon is also preparing renewal of Kuitu Finland Ltd's previously received ISO 14001 - and ISO 9001 certifications under the Avilon name. CORPORATE GOVERNANCE Neo Industrial Plc publishes its financial statements together with its corporate governance statement, prepared in accordance with the recommendation 51 of the Finnish Corporate Governance Code. The statement has been issued as a separate report and the Group's Audit Committee has reviewed the statement. Furthermore, the statement is available on Neo Industrial's website at www.neoindustrial.fi. The Annual General Meeting on 9 June 2010 confirmed the number of Board members is six (6) and re-appointed the following members to the Board of Directors: Matti Lainema (Chairman), Pekka Soini (Deputy Chairman), and as members, Ilpo Helander, Risto Kyhälä, Matti Lappalainen and Taisto Riski. Deputy members were not selected. Neo Industrials audit committee members are Taisto Riski, Pekka Soini and Ilpo Helander. The Annual General Meeting elected Authorized Public Accountants Ernst & Young Oy, with Authorized Public Accountant Heikki Ilkka as responsible auditor of the company. Separate information on the decisions and authority of the Annual General Meeting were issued on 9 June 2010. The company arranged an Extraordinary General Meeting 13 January 2010 and issued a separate announcement of the decisions that took place. RISKS AND UNCERTAINTY FACTORS Neo Industrials main financial risks are currency, interest rate, commodity, liquidity, credit and investment market risks. Financial risks and protection measures are described in more detail in the financial statements. The company's future risk factors are related to the business development of the portfolio companies. The Group's liquidity situation is tight. Previously promised funding, connected to the decision on Avilon's acquisition and start-up, has not materialized within the agreed timetable. In addition, it has not been possible to take up part of Avilon Ltd's financing solution because the related loan guarantee by the municipality is still pending. The market price of the Viscose Fiber business's main raw material, dissolving pulp, rose almost vertically at the end of the year and remains at a high level. The Cable business liquidity is particularly tight due to copper price increases. The financial statements are prepared on the assumption that the entity is a going concern. Business continuity requires that the company is capable of obtaining additional financing and negotiating changes to payment terms during the year 2011. Negotiations with financiers, suppliers and customers are already underway and the company's management is confident in a successful outcome. If the company does not succeed in arranging the financing, it is possible that the company's business operations are reorganized. The Cable business's most significant risks are related to market development as well as raw material prices and currency fluctuations. Elevated metals prices and strong volume growth will increase working capital needs required for operational activities. This, together with strong seasonal fluctuations bring pressure to liquidity management. Reka Cables' Riihimäki testing equipment failure caused the company a reputation risk, which the company is trying to control by bringing the flexibility of production back to normal and ensuring good customer service. For the Single Family Housing business, the main risks of the industry are demand and competitor development, production capacity and utilization level, raw material price fluctuations and success of the restructuring. Viscose Fibers is a new business that is subject to the risks associated with any business start-up. The main risks of the sector are market and competitor development, currency fluctuations and raw material price fluctuations and availability. The most important raw material is dissolving pulp. In 2009, Audit Committee was focusing on risks on business operations in Russia by initiating a risk assessment. The results of the assessment was utilized in 2010 when drafting the audit plan for internal audit. The company believes in growth and development in the Russian cable markets and has invested substantially in Russia's business opportunities. These investments include a risk that the growth in Russia will not materialize as expected. NEAR-TERM OUTLOOK Although results for the first quarter of 2011 are negative due to the cable business seasonality and Avilon start up expenses, the Group's earnings outlook for 2011 is positive. Cable industry market conditions and profitability improved at the end of 2010. Additionally, significant non-recurring expenses caused by production reorganization have been largely exhausted. Cable business results are expected to rise in 2011 to be positive. Viscose Fiber manufacturing was successfully launched at the beginning of the year. If the whole production from the started line can be sold, net sales will be reach approximately EUR 80 million. As the bulk of production start-up investments were made in 2010, the business result is expected to turn profitable towards the end of the year. The market situation for the Single Family Housing business sector is expected to continue to develop favorably. Finndomo's Finnish business operating margin was positive for the second half of 2010 and restructuring has proceeded well. Restructuring of Swedish operations will be intensified in the near future. Finndomo profitability is expected to improve in 2011. As net sales are doubled in the beginning, liquidity is critical at the beginning of the year and requires special attention throughout the year. In order to ensure liquidity and to allow strong growth, in addition to the financing and payment term negotiations, actions will be taken to boost inventory turnover and free up capital assets. DIVIDEND POLICY AND PROPOSAL FOR DISPOSAL OF PROFITS Neo Industrial's aim is to use at least 30% of net earnings for dividend payouts. The parent company's distributable funds at the end of 2010 are EUR 28,488,037.34, of which profit for the period is EUR 160,415.38. The Board proposes to the Annual General Meeting of 30.3.2011, that authorization be granted to the Board to decide upon dividend payment of a maximum of EUR 0.25 per share. In 2009 the company paid a dividend of EUR 0.25 per share, totaling EUR 1.5 million. ANNUAL GENERAL MEETING Neo Industrial Plc's Annual General Meeting will be held on 30 March, 2011, at 1 pm in Helsinki. A separate invitation to the Annual General Meeting will be published later on. Helsinki, 17 February 2011 Neo Industrial Plc Board of Directors For further information please contact: Markku E. Rentto, Managing Director, tel: +358 20 720 9191 Sari Tulander, Chief Financial Officer, tel: + 358 20 720 9192 www.neoindustrial.fi Neo Industrial Plc's strategy is to invest mainly in industrial companies with similar synergic benefits. The aim of investments is with active ownership to develop the purchased companies and establish additional value. Returns are sought through both dividend flow and an increase in value. Neo Industrial's B shares are listed on the NASDAQ OMX Helsinki Stock Exchange. CONSOLIDATED INCOME STATEMENT (IFRS) Eur 1,000 1/1 - 1/1 - 31/12/2010 31/12/2009 Net sales 83,421 69,095 Change in inventories of finished products and -3,209 2,733 production in progres Production for own use 52 72 Materials and services -59,173 -45,464 Personnel expenses -14,897 -14,835 Depreciation and impairment -4,909 -4,748 Other operating income and expenses -10,849 -12,270 -94,460 -74,514 Operating loss -11,040 -5,419 Financial income 2,340 3,078 Financial expenses -2,734 -1,621 Share of the result of associates -1,332 -202 Profit or loss before taxes -12,765 -4,163 Taxes 2,175 269 Profit or loss for the financial year -10 591 -3,894 Profit or loss attributable to: Equity holders of the parent -10,416 -3,872 Minority interests -175 -22 -10,591 -3,894 Earnings per share attributable to the shareholders of the parent after and before dilution, EUR -1,76 -0,65 Number of shares 5,926,793 5,958,953 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Profit -10,591 -3,894 Other comprehensive income items Translation difference related to international 977 -389 units Total 977 -389 31/12/2010 31/12/2009 Total comprehensive income -9,614 -4,283 Total comprehensive income attributable to Shareholders of the parent company -9,450 -4,202 Minority interests -164 -81 -9,614 -4,283 CONSOLIDATED BALANCE SHEET (IFRS) EUR 1,000 31/12/2010 31/12/2009 ASSETS Non-current assets Goodwill 3,624 3,520 Other intangible assets 7,765 6,794 Tangible assets 43,719 32,978 Holdings in associates 4,668 0 Receivables 1 0 Derivative contracts 66 55 Deferred tax assets 3 ,040 909 Total non-current assets 62,883 44,257 Current assets Inventories 17,529 21,085 Available-for-sale financial assets 0 3,733 Sales receivables and other receivables 19,880 15,431 Tax receivables from the profit 17 131 Derivative contracts 1,174 1,170 Other financial assets 2,894 7,016 Cash and cash equivalents 2,734 3,000 Total current assets 44,229 51,566 Total assets 107,112 95,823 SHAREHOLDERS' EQUITY AND LIABILITIES EUR 1,000 31/12/2010 31/12/2009 Shareholders' equity Share capital 24,082 24,082 Premium fund 66 66 Reserve fund 1,221 1,221 Own shares -599 -381 Translation differences -1 239 -2,013 Retained profit -11,492 -309 Other unrestricted equity 21,327 21,327 Equity attributable to shareholders of the parent 33,366 43,992 company Minority interest 593 1,445 Total shareholders' equity 33,939 45,437 Non-current liabilities Deferred tax liabilities 4,047 4,012 Provisions 839 650 Interest-bearing liabilities 25,905 18,472 Non-interest-bearing liabilities 1,584 0 Derivative contracts Current liabilities Tax liabilities from the profit 24 46 Reserves 0 176 Short-term interest-bearing liabilities 16,314 10,432 Derivative contracts 0 32 Accounts payable and other liabilities 24,459 16,568 Total liabilities 73,172 50,386 Shareholders' equity and liabilities 107,112 95,823 BALANCING ACCOUNT OF SHAREHOLDERS EQUITY (IFRS) A B C D E F G H I J EUR 1,000 -------------------------------------------------------------------------------- Shareh 24,082 66 1,221 0 -1,683 21,327 5,067 50,080 1,526 51,606 olders ' equity 31/12/ 2008 Transl -330 -330 -59 -390 ation differ ence Profit -3,872 -3,872 -3,872 for the financ ial year Divide -1,504 -1,504 -1,504 nds paid Purcha -381 -381 -381 se of own shares Minori 0 -22 -22 ty intere st Shareh 24,082 66 1,221 -381 -2,013 21,327 -308 43,993 1,444 45,437 olders equity 31/12/ 2009 A B C D E F G H I J EUR 1,000 -------------------------------------------------------------------------------- Shareh 24,082 66 1,221 -381 -2,013 21,327 -308 43,993 1,444 45,437 olders ' equity 31/12/ 2009 Transl 1,153 1,153 1,153 ation differ ence Profit -9,974 -9,974 -189 -10,162 for the financ ial year Divide -1,483 -1,483 -1,483 nds paid Purcha -218 -218 -218 se of own shares Minori -41 -41 41 0 ty intere st Shareh 24,082 66 1,221 -599 -860 21,327 -11,807 33,429 1,297 34,726 olders equity 31/12/ 2010 Letter code explanations: A Share capital B Premium fund C Reserve fund D Own shares E Translation differences F Other unrestricted equity G Retained profit H Total I Minority interest J Total shareholders' equity CONSOLIDATED CASH FLOW STATEMENT (IFRS) 1 000 euros 1/1 - 1/1 - 31/12/2010 31/12/2009 -------------------------------------------------------------------------------- Cash flows from operating activities Payments received from operating activities 79,573 73,956 Payments received from operating activities -77,405 -75,726 Paid interests and other financial expenses -1,164 -2,109 Interest received and other financial incomes 415 779 Direct taxes paid 59 1,408 Net cash provided by operating activities 1,478 -1,691 Cash flows from investing activities Change in purchase price of subsidiary shares 0 1,200 Investments in associates -6,000 0 Investments in tangible assets -7,271 -3,566 Investments in intangible assets - 178 -2 Sales of intangible assets 0 0 Proceeds from sale of other investments 3,679 0 Cash withdrawals and cash equivalents 7,443 0 Investments in other financial assets -3,000 -7,016 Loans granted -309 -2,000 Net cash provided by investing activities -5,636 -11,385 Cash flows from financing activities Acquisition of own shares -217 -381 Increase in loans 8,091 0 Decrease in loans -1 877 -3,479 Payment of finance lease activities -719 -749 Dividends paid -1,483 -1,678 Net cash provided by financing activities 3,794 -6,287 Change in cash and cash equivalent -364 -19,363 Cash and cash equivalents at the beginning of 3,000 22,382 period Exchange rate differences 98 -19 Changes of fair value in investments Cash and cash equivalents at the end of period 2 ,734 3,000 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Neo Industrial PLC is the parent company in a Group consisting of Neo Industrial's fully owned subsidiaries Novalis Plc, Alnus Ltd and Carbatec Ltd and their subsidiaries. The domicile of the parent company is Hyvinkää. Neo Industrial PLC's address is Aleksanterinkatu 48 A, FI-00100 Helsinki, Finland. Neo Industrial Plc's B shares are listed on NASDAQ OMX Helsinki. Neo Industrial Group is part of Reka Group. The parent company of Reka Group is Reka Ltd, domiciled in Hyvinkää. Reka Ltd's address is Niinistönkatu 8 - 12, FI-05800 Hyvinkää, Finland. Neo Industrial Group has three segments: Cable businee, Viscose Fibers and Single Family Housing. As the share of investments in securities has decreased considerably it is no longer reported as a separate segment from 1 January 2009 onwards. The remaining investments are included in other operations. Neo Industrial Group operates, in addition to Finland, in Russia, Sweden, the Baltic countries, Denmark and Norway. ACCOUNTING POLICIES OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), in compliance with the IAS and IFRS standards as well as SIC and IFRIC interpretations effective on 31 December 2009. International Financial Reporting Standards stands for standards and their interpretations enacted in the Finnish Accounting Act and in regulations passed by the force of the Act, which have been approved by the European Union in accordance with EC Regulation.The notes of the consolidated financial statements also comply with Finnish accounting and companies' legislation that supplement IFRS regulations. The consolidated financial statements have been prepared based on original cost except for the following assets that have been measured at fair value: derivative contracts, liquid assets, other financial assets and tangible and intangible assets measured at fair value in the calculation of the acquisition cost of Reka Cables Ltd (2007), OAO Expokabel (2008) and Finndomo Ltd (2010) under IFRS 3. The financial statements review is unaudited. SEGMENT INFORMATION According to the new IFRS 8 standard, the reporting is based on management's internal reporting. The accounting principles did not change but assets and liabilities have been more accurately allocated. Distribution of turnover by product group and sales area is presented as complementary information. 2010 Cable Viscose Single Family Eliminations and Group business Fibers House Industry other opeartions total EUR 1,000 Turnover 83,434 0 83,434 Segment's -2,939 -6,734 -9,673 operating profit Unallocated -1,366 -1,366 items Operating profit 0 -1,366 -11,040 Share of the 0 -1,332 -1,332 result of associates Unallocated 1,780 1,780 items Profit or loss -10,591 for the period Assets Segment's assets 81,573 15,300 4,668 101,542 Unallocated 5,570 5,570 items Total assets 81,573 15,300 4,668 5,570 107,112 Liabilities Segment's 57,648 16,822 74,469 liabilities Unallocated 0 -1,296 -1,296 items Total 57,648 16,822 0 -1,296 73,173 liabilities Assets - 23,926 4,668 6,867 33,939 liabilities Investments 1,507 13,684 0 50 15,241 Depreciations -4,841 0 0 -68 -4,909 2009 Cable Viscose Single Family Eliminations and Group business Fibers House Industry other operation total -------------------------------------------------------------------------------- EUR 1,000 -------------------------------------------------------------------------------- Turnover 69,095 0 0 69,095 -------------------------------------------------------------------------------- Segment's -4,110 -4,110 operating profit -------------------------------------------------------------------------------- Unallocated 0 -1,309 -1,309 items -------------------------------------------------------------------------------- Operating profit 0 -1,309 -5,419 -------------------------------------------------------------------------------- Share of the -202 -202 result of associates -------------------------------------------------------------------------------- Unallocated 1,726 1,726 items -------------------------------------------------------------------------------- Profit or loss -3,894 for the period -------------------------------------------------------------------------------- Assets -------------------------------------------------------------------------------- Segment's assets 84,340 84,340 -------------------------------------------------------------------------------- Unallocated 11,482 11,482 items -------------------------------------------------------------------------------- Total assets 84,340 0 11,482 95,823 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Liabilities -------------------------------------------------------------------------------- Segment's 59,421 59,421 liabilities -------------------------------------------------------------------------------- Unallocated 0 -9,036 -9,036 items -------------------------------------------------------------------------------- Total 59,421 0 -9,036 50,385 liabilities -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Assets - 24,919 0 20,518 45,437 liabilities -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Investments 3,915 0 0 3,915 -------------------------------------------------------------------------------- Depreciations -4,747 0 -1 -4,748 -------------------------------------------------------------------------------- Cable business turnover per product group 1-12/2010 1-12/2009 LV energy 28.2 28.3 Power cable 55.2 40.8 Total 83.4 69.1 Cable business turnover per sales area 1-12/2010 1-12/2009 EU-countries 65.5 58.8 Non-EU-countries 17.9 10.3 Total 83.4 69.1 ACQUIRED BUSINESSES In April Neo Industrial invested on 30% share of prefabricated small house manufacturer Finndomo Ltd. Below is the purchase price allocation calculation. Possible table in table detected. Object reference not set to an instance of an object. LIABILITIES AND DERIVATIVE CONTRACTS 1 000 euros Positive Negavtive Current Current Nominal Nominal current current net net values values values values values values 2010 2009 2010 2009 -------------------------------------------------------------------------------- Interest rate derivatives Interest 0 0 0 0 0 9,800 rate ceiling options Currency derivatives Forward 0 -26 -26 -32 1, 545 1,500 exchange agreements Option 0 0 0 0 0 0 contracts Credit derivatives Credit risk 0 0 0 78 0 10,000 swaps Raw material options Metal 1,240 0 1, 240 1,147 4,366 3,406 derivatives -------------------------------------------------------------------------------- Total 1,240 derivatives Long-term derivatives deducted Metal 66 derivatives Short-term 1,174 share OTHER LIABILITIES 1 000 euros 31.12.2010 31.12.2009 ---------------------------------------------------------- Debts with corporate mortgages Loans from financial institutions 10,520 6,489 Granted corporate mortgages 21,820 15,000 Debts with securities or guarantees Loans from financial institutions 13,533 10,767 Other collaterals 5,400 0 Book value of pledged securities 25,712 25,787 Pledges given 18,933 10,767 Other collaterals Guarantees and payment commitments 3,173 1,058 Deposits 2,894 0 Real-estate mortgages 3,000 0 Reka Cables Ltd has granted a promissory note for the raw material purchases of its subsidiary ZAO Reka Cables. The promissory note is included in the above figures. The guarantee for the factoring credit is the accounts receivable in question, which on December 31, 2010 amounted to EUR 6.0 million (EUR 3.6 million on December 31, 2008). The factoring credit amounted to EUR 3.6 million on December 31, 2009 (EUR 3.2 million on December 31, 2009). The above mentioned loans from credit institutions include covenants and terms. The main terms are: - Neo Industrial Group's holding in the companies taking out the loans cannot drop below 100% without the financer's agreement. - Internal financing (subordinated loan EUR 13.6 million) provided by Neo Industrial Group can only be repaid once the above-mentioned loans have been repaid. - Reka Cables' adjusted equity ratio must be at least 16% in the 2010 financial statements and 20% after this. - Turnover + depreciation must be at the agreed sub-group level of at least EUR 1.6 million in the 2010 financial statements. In the above Viscose Fiber activities are Avilon Ltd's financial institution loans and bank guarantees with covenants and conditions. The main conditions are: - Neo-Industrial Group's shareholding (share of votes) in Carbatec Ltd must be at least 51% and Carbatec Oy's ownership of Avilon Ltd will be 100%. The above-mentioned structure of ownership shall not be altered without the prior consent of the creditors. - The agreed level of operating margin / net financial expenses should be at least 4, and the equity ratio at least 25%. - Dividends distribution and use of equity is constrained and business is ongoing (sale, transfer, merger tmv prohibition). Financial Lease liabilities are disclosed in note 24 and other lease liabilities are disclosed in note 29. Capital commitments Investment commitments for tangible fixed assets on 31 December 2010 amounted to EUR 0.4 (0.4) million. RELATED PARTY TRANSACTIONS Neo Industrial Plc and therefore Neo Industrial Group belongs to Reka Group. Reka Ltd had a 50.76% (50.76%) holding of shares and 60.77% (60.77%) of votes. TRANSACTIONS WITH REKA-GROUP EUR 1,000 1-12/2010 1-12/2009 Sales 15 30 Dividends -764 -764 Acquisition of Reka Cables Ltd 0 1,200 Other purchases -1,516 -1,204 Interest revenues 23 0 Sales receivables and other receivables at end of the 1,467 917 period Finance leases (activated on the balance sheet) -10,983 -8,488 Other debts at end of the period -1 -3 TRANSACTIONS WITH ASSOCIATES Sales to Nestor Cables Ltd in year 2010 were 0 euro (44 thousand euros in year 2009) and purchases 0 euro (0 euro in year 2009). Receivables at the end of the year were 4 thousand euros (4 thousand euros in year 2009). There were no open debts. TRANSACTIONS WITH OTHER RELATED PARTIES EUR 1,000 1-12/2010 1-12/2009 Interest revenues 162 99 Loan receivables 2,000 1,000 Sales receivables and other receivables at end of the 38 9 period The Managing Director of Neo Industrial has significant controlling power in SAV Rahoitus Plc. Other related parties consist of companies that have connection through owner having significant controlling power. Transactions with other related parties consist of transactions with SAV Rahoitus Plc. Loan receivables consist of short-term corporate loans, which have been made in 2009 after comparing different possibilities to invest cash funds with better revenues than what could be got with temporal bank deposits. Loans have collaterals. Management fringe benefits 1 000 euros 2010 2009 --------------------------------------------------------- Salaries and other short-term employment benefits 392 298 Pension expenses - defined contribution plans 68 51 KEY FIGURES FROM THE INCOME STATEMENT AND BALANCE SHEET EUR 1,000 2010 2009 2008 Turnover 83,421 69,095 116,647 Operating profit or loss -11,040 -5,419 -1,465 Operating profit or loss % -13.2 -7.8 -1.3 Profit before taxes -12,765 -4,163 -6,012 % of turnover -15.3 -6.0 -5.2 Profit or loss for the financial year -10,591 -3,894 -4,951 Return on equity % (ROE) neg. neg. neg. Return on investment % (ROI) neg. neg. neg. Equity ratio, % 31.7 47.4 47.8 Net-debt-equity ratio (Gearing), % 107.8 41.6 20.9 Investments in tangible assets 15,241 3,135 9,313 Number of employees in average 539 484 403 2010 2009 2008 Equity/share, EUR 5.71 7.59 8.57 Earnings/share (EPS), EUR -1.75 -0.65 -0.84 Dividend/share, EUR n.n. 0.25* 0.25 Dividend/earnings, % neg. neg. neg. Effective dividend yield, % n.n 3.7 4.3 P/E- ratio neg. neg. neg. Share performance, EUR - average quotation 6.32 5.76 9.06 - lowest quotation 5.40 4.45 5.31 - highest quotation 8.20 6.85 10.50 - quotation at the end of period 5.60 6.85 5.80 Market capitalisation, EUR 1,000 33,295 40,667 35,373 Trading in shares, no. B shares 381,127 278,431 408,186 -- % of B shares 6.3 4.6 6.8 Adjusted and weighted average number of shares during the year 6,020,360 6,020,360 6,020,360 A shares 139,600 139,600 139,600 B shares 5,880,760 5,880,760 5,880,760 Adjusted number of shares at the end of period 6,020,360 6,020,360 6,020,360 A shares 139,600 139,600 139,600 B shares 5,880,760 5,880,760 5,880,760 CALCULATION OF KEY FIGURES Return on = Profit for the period / shareholders' equity (average) x 100 equity (ROE) % Return on = Profit before taxes + interest and other financial x 100 investment expenses /[ balance sheet total - obligatory provisions (ROI) % and non-interest bearing debts] (average) Equity ratio, = Shareholders' equity + minority interest less deferred x 100 % tax assets / balance sheet total - advances received Net-debt-equi = Interest bearing-liabilities - cash in hand and at bank x 100 ty ratio and other liquid financial and investment securities / (Gearing) % shareholders' equity + minority interest Earnings per = Profit for the review period belonging to parent share, EUR company owners / number of shares, adjusted for share issues (average) Equity per = Shareholders' equity - minority interest less deferred share, EUR taxes / number of shares adjusted for share issues at the end of the financial period Dividend per = Dividend for the financial year / number of shares share, EUR adjusted for share issues at the end of the financial period Dividend/earn = Dividend per share / earnings per share x 100 ings, % Effective = Dividend per share / closing price at year-end adjusted x 100 dividend for share issues yield, % P/E - ratio = Closing price at year-end adjusted for share issues / Earnings per share Market = ((Number of series B shares - own B shares) x closing capitalizatio price at year-end + number of Series A shares x average n share price Any statements in the financial statement that do not apply to actual facts are estimates concerning the future. Such estimates include expectations concerning market development, growth and profitability, as well as any sentences containing such words as "believe", "assume", "may", "expect", and other similar terms. Because such estimates are based on current plans and assessments, they include risks and uncertainty factors that may result in actual results deviating clearly from the statements made concerning them. These factors include: 1) operational preconditions, such as successful production and generated efficiency benefits, availability of production input and costs, demand for new products, changes in the availability of financing at reasonable terms; 2) conditions in the industry, such as the strength for product demand, the competitive situation, the prevailing and future market prices for Group products and related price pressure, the financial situation of the Group's customers and competitors, possible new products launched by competitors; and 3) the general economic situation, such as economic growth in the Group's main market areas or changes in exchange rates and interest rate levels. |
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