2013-04-25 12:00:01 CEST
2013-04-25 12:00:25 CEST
REGLERAD INFORMATION
Glaston Oyj Abp - Interim report (Q1 and Q3)
Glaston Interim Report 1 January – 31 March 2013
Helsinki, Finland, 2013-04-25 12:00 CEST (GLOBE NEWSWIRE) --
GLASTON CORPORATION INTERIM REPORT 25
April 2013 at 13.00
Glaston Interim Report 1 January - 31 March 2013
Continuing Operations January-March 2013 compared with January-March 2012
(comparison year figures have been restated)
- Orders received in January-March totalled EUR 28.8 (28.3) million.
- The order book on 31 March 2013 was EUR 39.4 (35.2) million.
- Consolidated net sales in January-March totalled EUR 26.4 (30.2) million.
- EBITDA, excluding non-recurring items, was EUR 0.8 (0.6) million, i.e. 3.0
(2.0)% of net sales.
- The operating result, excluding non-recurring items, was a loss of EUR 0.4
(0.7 loss) million, i.e. -1.4 (-2.4)% of net sales.
- The operating result was a profit of EUR 3.4 (3.7 loss) million, i.e. 12.8
(-12.3)% of net sales.
- Continuing Operations' return on capital employed (ROCE) was 28.9 (-13.1)%.
- Continuing Operations' earnings per share were EUR 0.04 (-0.04). Continuing
and Discontinued Operations' earnings per share totalled EUR 0.04 (-0.05).
- Glaston's interest-bearing net debt totalled EUR 10.5 (53.4) million.
- Glaston's financial position improved significantly during the first quarter.
- Glaston expects 2013 net sales to be on the 2012 level and the operating
result to be positive.
President & CEO Arto Metsänen:
“As a result of the measures implemented during the first quarter our company
now stands on a solid foundation and we can focus on developing our business
operations. We completed the sales of the Software Solutions segment and the
Tampere factory property, implemented a share issue and a conversion issue, and
agreed a new long-term financing agreement. The implemented arrangements
reduced our net debt significantly and raised our equity ratio to a good level.
Glaston's markets developed according to our expectations in the first quarter.
The cautious revival of the North American market that began at the end of last
year continued. The Asian market also continued to develop favourably. No major
changes occurred in the South American market. In the EMEA area, the market was
still challenging, with significant regional differences.
Our company's main objective for 2013 is a positive operating result. The
adjustment programme completed at the end of 2012, which will yield around EUR
5 million in savings on an annual basis, combined with the measures implemented
at beginning of this year, will create an excellent basis to achieve this
objective.”
Glaston's outlook for 2013 unchanged
Glaston expects 2013 net sales to be on the 2012 level and the operating result
to be positive.
Markets
Glaston's market situation developed according to expectations during the first
quarter. After a slow January, the market picked up and, as the end of the
reporting season approached, there were clear signs of growth in demand.
Machines
In the Machines segment, the cautiously positive development of the Asian and
particularly the North American market continued in the first quarter. In the
EMEA area, the market developed unevenly, with significant differences between
regions. The favourable development of the Eastern European and Russian markets
continued. In South America, the market remained stable.
In the review period, a new pre-processing machine, the UC1000™, was launched
to the market and the first sale of the machine, to Russia, was completed. Also
in the review period, there was a significant double edge grinding machine sale
to Eastern Europe. In heat treatment machines, the Glaston FC500™ product range
further strengthened its position, driven particularly by a revival of
construction start-ups in North America.
The Machines segment's January-March net sales totalled EUR 19.1 (21.9) million
and the operating result, excluding non-recurring items, was a loss of EUR 0.4
(0.9 loss) million.
Services
The Services segment's year started slowly worldwide, particularly in spare
parts sales, but it picked up significantly in the final month of the review
period. The company's market position remained strong, particularly in heat
treatment machine maintenance work. Price competition in pre-processing machine
spare parts sales continued to be very intense. Despite this, Glaston managed
to increase its sales of pre-processing machine spare parts in Asia and in the
EMEA area.
In the review period, the following new upgrade products were installed: an
iControL automation system upgrade to New Zealand; a new flat tempering
RC200-zone™ heating chamber replaced an old chamber in the United Arab
Emirates; and furnace roller heat control, RHC technology, was added to a flat
tempering machine in Russia. In the APAC area, two significant deals were
closed, with a total value of around EUR 0.5 million.
In January-March, the Services segment's net sales totalled EUR 7.7 (8.5)
million. The operating result, excluding non-recurring items, was EUR 1.2 (1.7)
million.
Continuing Operations' orders received and order book
Orders received during the first quarter totalled EUR 28.8 (28.3) million. Of
orders received, the Machines segment accounted for 74% and the Services
segment 26%.
Glaston's order book on 31 March 2013 was EUR 39.4 (35.2) million. Of the order
book, the Machines segment accounted for EUR 37.8 million and the Services
segment for EUR 1.6 million.
Order book, EUR million 31.3.2013 31.3.2012
---------------------------------------------
Machines 37.8 34.2
---------------------------------------------
Services 1.6 1.1
---------------------------------------------
Total 39.4 35.2
---------------------------------------------
Continuing Operations' net sales, operating result, and result
Net sales for the review period totalled EUR 26.4 (30.2) million. The Machines
segment's net sales in the first quarter were EUR 19.1 (21.9) million and the
Services segment's net sales were EUR 7.7 (8.5) million.
Net sales, EUR million 1-3/2013 1-3/2012 1-12/2012
-------------------------------------------------------
Machines 19.1 21.9 84.7
-------------------------------------------------------
Services 7.7 8.5 32.3
-------------------------------------------------------
Other and internal sales -0.4 -0.2 -1.4
-------------------------------------------------------
Total, 26.4 30.2 115.6
-------------------------------------------------------
The operating result, excluding non-recurring items, was a loss of EUR 0.4 (0.7
loss) million, i.e. -1.4 (-2.4)% of net sales. In January-March, the Machines
segment's operating result, excluding non-recurring items, was a loss of EUR
0.4 (0.9 loss) million and the Services segment's operating result, excluding
non-recurring items, was a profit of EUR 1.2 (1.7) million.
EBIT, MEUR 1-3/2013 1-3/2012 1-12/2012
-------------------------------------------------------------
Machines -0.4 -0.9 -2.6
-------------------------------------------------------------
Services 1.2 1.7 5.9
-------------------------------------------------------------
Other and eliminations -1.2 -1.6 -6.7
-------------------------------------------------------------
EBIT excl. Non-recurring items -0.4 -0.7 -3.4
-------------------------------------------------------------
Non-recurring items 3.7 -3.0 -5.4
-------------------------------------------------------------
EBIT, continuing operations 3.4 -3.7 -8.8
-------------------------------------------------------------
Continuing Operations' operating result in January-March was a profit of EUR
3.4 (3.7 loss) million. Non-recurring items totalling EUR 3.7 million were
recognised in the first quarter of the year.
Of the 2013 non-recurring items, the most significant was a capital gain of EUR
3.8 million from the sale of the Tampere property complex. A goodwill
impairment loss of EUR 3.0 million directed at Pre-processing operations, which
belong to the Machines segment, was recognised as a non-recurring item in the
first quarter of 2012.
During the first quarter, Glaston repurchased convertible bonds with a nominal
value EUR 2 million at a price which was below the nominal value. This
repurchase yielded financial income of EUR 0.9 million. Similarly, during the
first quarter, the remaining convertible bond and debenture bond with accrued
interest were used as payment in the share issue (conversion issue). As the
subscription price of the conversion issue was higher than the fair value of
the share at the time of subscription, financial income of EUR 1.9 million
arose to Glaston in connection with the conversion issue. These financial
income items had no impact on cash flow.
Continuing Operations' result in January-March was a profit of EUR 4.7 (5.0
loss) million. The result, after the result of Discontinued Operations, was a
profit of EUR 4.7 (5.3 loss) million. The January-March return on capital
employed (ROCE) for Continuing Operations was 28.9 (-13.1)%. Return on capital
employed was 29.4 (-13.7)%.
Earnings per share
Continuing Operations' earnings per share in the first quarter were EUR 0.04
(-0.04) and Discontinued Operations' earnings per share were EUR 0.00 (0.00),
i.e. a total of EUR 0.04 (-0.05).
Financial position, cash flow and financing
In the first quarter, the Group implemented extensive measures to strengthen
the company's financial position. These measures included a share issue, the
conversion of convertible and debenture bonds into shares by using them as
payment in the conversion issue, a new long-term financing agreement, the
completion of the sale of the Software Solutions segment, and the sale and
leaseback of the Tampere factory property complex.
On 7 February 2013, Glaston signed a new long-term financing agreement. The
financing agreement consists of a EUR 26.7 million long-term loan, a EUR 10
million revolving credit facility and a EUR 8.0 million guarantee limit. The
financing agreement is for three years and it is valid until 31 January 2016.
The covenants in use are interest cover, net debt/EBITDA, cash and cash
equivalents, and gross capital expenditure. The covenants will be monitored,
depending on the covenant, monthly, quarterly, semi-annually or annually. With
respect to the interest cover covenant, the first monitoring date is after the
first quarter of 2014.
The terms and conditions of the new financing agreement include a restriction
on the distribution of dividends. According to the restriction, no dividends
may be distributed for the financial years 2012 and 2013. The restriction will
not be applied to the minimum dividend distributed under the Companies Act.
The prerequisites for the entry into force of the new financing agreement were,
among other things, the execution of a share issue directed at the public, the
execution of a share issue directed at the holders of the convertible bond
issued by Glaston in 2009 and the debenture bond issued by Glaston in 2011, as
well as the repurchase convertible bonds with the nominal value of EUR 2.0
million, and the completion of the sales of the Software Solutions segment and
the Tampere property complex. All conditions were fulfilled by 28 March 2013
and the financing agreement entered into force.
Glaston's interest-bearing net debt declined significantly during the first
quarter. Interest-bearing net debt declined from EUR 57.7 million on 31
December 2012 to EUR 10.5 million on 31 March 2013. Interest-bearing debt was
reduced by funds obtained from the sales of the Software Solutions business
area and the Tampere property complex. The repurchase of the convertible bonds
and the use of the remaining convertible bond and the debenture bond as payment
in the conversion issue also reduced interest-bearing debt. The Group's liquid
funds at the end of the review period totalled EUR 18.1 (13.0) million.
Interest-bearing net debt totalled EUR 10.5 (53.4) million and net gearing was
19.6 (112.7)%; net gearing was 188.4% on 31 December 2012.
The share issues executed during the first quarter improved Glaston's equity
ratio significantly. A EUR 10 million share issue was directed at the public
and a conversion issue was directed at holders of the convertible bond and the
debenture bond. In the conversion issue, the capital of the bonds and accrued
interest, a total of EUR 11.4 million were used as payment for the shares. Both
share issues were entered into the reserve for invested unrestricted equity.
The share issue expenses have been deducted from the reserve for invested
unrestricted equity. The equity ratio was 44.6 (28.8)% on 31 March 2013, and
was 21.6% on 31 December 2012.
At the end of the first quarter, the consolidated asset total was EUR 138.3
(177.7) million. The equity attributable to owners of the parent was EUR 53.3
(47.0) million. The share issue-adjusted equity per share was EUR 0.28 (0.42).
Return on equity in January-March was 44.3 (-42.6)%.
Cash flow from the operating activities of Continuing and Discontinued
operations, before the change in working capital, was EUR 1.4 (1.4) million in
the review period. The change in working capital was EUR 0.9 (-2.8) million.
Cash flow from investing activities was EUR +24.3 (-1.8) million. Cash flow
from investing activities was improved by the proceeds from the sale of both
Software Solutions segment and Tampere property, in total EUR 25.4 million.
Cash flow from financing activities in January-March was EUR -19.6 (-2.3)
million. Funds from the share issues, net of expenses, were EUR 9.1 million,
and the repayments of interest-bearing debt were in total EUR -28.8 million.
Capital expenditure, depreciation and amortisation
The gross capital expenditure of Glaston's Continuing and Discontinued
Operations totalled EUR 1.1 (1.8) million. The most significant investments in
the review period were in product development. Depreciation and amortisation of
Continuing Operations on property, plant and equipment and on intangible assets
totalled EUR 1.2 (1.3) million. A EUR 3.0 million goodwill impairment loss,
directed at Pre-processing operating segment, which belong to the Machines
segment, was recognised in the first quarter of 2012.
Discontinued Operations
In October 2012, Glaston announced that it was negotiating the sale of the
Software Solutions business area, and in November 2012 published a stock
exchange release stating that it had concluded a binding agreement on the sale
of this business area. The sale was completed on 4 February 2013 when the
shares in Albat+Wirsam Software GmbH were sold to Constellation Software Inc.
acting through its Friedman Operating Group as all the closing conditions were
fulfilled.
The result of Glaston's Discontinued Operations in 2013 includes the result of
the Software Solutions business area for the period 1 January-31 January 2013
as well as the result on the sale of the business area.
EUR million 1-3/2013 1-3/2012
-------------------------------------------------------------------------
Profit / loss before tax from Discontinued Operations 0.5 -0.2
-------------------------------------------------------------------------
Current income tax -0.1 -0.2
-------------------------------------------------------------------------
Loss from disposal of Discontinued Operations -0.4 -
-------------------------------------------------------------------------
Profit / loss from Discontinued Operations 0.0 -0.3
-------------------------------------------------------------------------
Changes in the company's management
Following the sale of the shares of Albat+Wirsam Software GmbH, Senior Vice
President, Software Solutions, Uwe Schmid resigned from Glaston's Executive
Management Group on 4 February 2013. On 1 February 2013, General Counsel Taina
Tirkkonen was appointed to the Executive Management Group.
Employees
Glaston's Continuing Operations had a total of 598 (654) employees on 31 March
2013. Of the Group's employees, 23% worked in Finland and 28% elsewhere in the
EMEA area, 33% in Asia and 16% in the Americas. In review period, the average
number of employees was 592 (665).
Board authorisations
Annual General Meeting 2011
The 2011 Annual General Meeting authorised the Board of Directors to decide on
a share issue, including the right to issue new shares and/or convey treasury
shares. The share issue authorisation covered a maximum of 20,000,000 shares
and it was valid until the end of the 2013 Annual General Meeting, i.e. 17
April 2013. The authorisation included the right to decide on a share issue
without payment. The Board of Directors also had the right to issue and/or
convey shares in derogation of the pre-emptive subscription right of
shareholders.
Extraordinary General Meeting 2013
The Extraordinary General Meeting held on 12 February 2013 authorised the Board
of Directors to decide on one or more issuances of shares. Based on the
authorisation, the Board has the right to issue new shares or to dispose of
shares in the possession of the company up to 86,000,000 shares.
The authorisation entitles the Board to decide on a directed share issue. The
authorisation may be used for executing or financing arrangements important
from the company's point of view, such as the restructuring of the company'sfinancial structure or implementing business arrangements or investments, or
for other such purposes determined by the Board of Directors in which a weighty
financial reason for directing a share issue would exist.
The Board of Directors was authorised to decide on all other terms and
conditions of the issuance of shares, such as the payment period, grounds for
the determination of the subscription price and the subscription price. Based
on the authorisation, the subscription price may be paid also by other assets,
such as by setting off a receivable from the company, either partially or
entirely.
The authorisation is valid until 30 June 2013. The authorisation does not
invalidate the authorisation granted by the Annual General Meeting on 5 April
2011.
At the end of the review period, the Board of Directors had no longer
authorisation to issue new shares in respect of the authorisation granted by
the Extraordinary General Meeting held on 12 February 2013.
The Annual General Meeting held on 17 April 2013 authorised the Board of
Directors to decide on the issuance of shares as well as the issuance of
options and other rights granting entitlement to shares. The authorisation is
valid until 30 June 2014 and it invalidates earlier authorisations. The
resolutions of the Annual General Meeting are presented in the section “Events
after the review period”.
Shares and share prices
At its meeting on 28 February 2013, Glaston's Board of Directors decided, based
on the authorisations granted by the Extraordinary General Meeting held on 12
February 2013 and by the Annual General Meeting held on 5 April 2011, to
execute a share issue by offering a maximum of 50,000,000 new shares for
subscription by the public, in derogation of the pre-emptive subscription right
of shareholders, at the subscription price of EUR 0.20 per share. Furthermore,
the Board of Directors decided, based on the authorisation granted by the
Extraordinary General Meeting held on 12 February 2013, to execute a share
issue directed at the holders of the convertible bond issued by Glaston in 2009
and the debenture bond issued by Glaston in 2011. This conversion issue offered
a maximum of 38,119,700 new shares in the company for subscription by the
holders of the convertible bond 2009 and debenture bond 2011, in derogation of
the pre-emptive subscription right of shareholders. The conversion issue was
executed as a private placement arrangement to the holders of the bonds. The
subscription price of the new shares offered in the conversion issue was EUR
0.30 per share.
On 11 March 2013, Glaston's Board of Directors approved the subscriptions of
50,000,000 issued shares made in the share issue and the subscriptions of
38,119,700 new shares made in the conversion issue. As a result of the share
issue and the conversion issue, the number of the company's shares increased by
88,119,700 shares to 193,708,336 shares. The new shares were entered in the
Trade Register on 27 March 2013. The total subscriptions of the share issue and
the conversion issue were approximately EUR 21.4 million.
Glaston Corporation's paid and registered share capital on 31 March 2013 was
EUR 12.7 million and the number of issued and registered shares totalled
193,708,336. The company has one series of share. At the end of March, the
company held 788,582 of the company's own shares (treasury shares),
corresponding to 0.41% of the total number of issued and registered shares and
votes. The counter book value of treasury shares is EUR 51,685.
Every share that the company does not hold itself entitles its owner to one
vote at a General Meeting of Shareholders. The share has no nominal value. The
counter book value of each registered share is EUR 0.07.
During the first quarter of the year, a total of around 6.3 million of the
company's shares were traded, i.e. around 5.8% of the average number of
registered shares. The lowest price paid for a share was EUR 0.22 and the
highest price EUR 0.30. The volume-weighted average price of shares traded
during January-March was EUR 0.25. The closing price on 31 March 2013 was EUR
0.24.
On 31 March 2013, the market capitalisation of the company's registered shares,
treasury shares excluded, was EUR 46.3 (61.8) million. The share issue-adjusted
equity per share attributable to owners of the parent was EUR 0.28 (0.42).
Disclosures under Chapter 9, Section 5 of the Securities Markets Act
During the review period, Glaston was informed of the following changes in
ownership:
On 11 March 2013, Glaston received notification from GWS Trade Oy and Oy
G.W.Sohlberg that both companies' share of the total number of shares and
voting rights in Glaston Corporation had fallen below 10%. Oy G.W.Sohlberg's
holding (12,819,400 shares) of Glaston's total number of shares and voting
rights declined from 12.14% to 6.62% and GWS Trade Oy's holding (13,446,700
shares) of Glaston's total number of shares and voting rights declined from
12.73% to 6.94%.
On 11 March 2013, Glaston received notification from Hymy Lahtinen Oy that the
company's share of the total number of shares and voting rights in Glaston
Corporation had risen above 5%. Hymy Lahtinen Oy's ownership rose to 10,150,200
shares, which is 5.24% of all Glaston shares and votes.
On 12 March 2013, Glaston received notification from Etera Mutual Pension
Insurance Company that the company's share of the total number of shares and
voting rights in Glaston Corporation had risen above 10%. Etera Mutual Pension
Insurance Company ownership rose to 26,764,885 shares, which is 13.82% of all
Glaston shares and votes.
On the same day, Glaston received notification from Yleisradion eläkesäätiö
(Yleisradio Pension Fund) that the fund's share of the total number of shares
and voting rights in Glaston Corporation had risen above 5%. Yleisradion
eläkesäätiö's ownership rose to 10,481,369 shares, which is 5.41% of all
Glaston shares and votes.
All of the notifications are related to Glaston's share issue directed at the
public and the conversion issue directed at holders of the convertible bond
2009 and the debenture bond 2011.
Events after the review period
The Annual General Meeting of Glaston Corporation was held in Helsinki on 17
April 2013. The Annual General Meeting adopted the financial statements and
consolidated financial statements for the period 1 January - 31 December 2012.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting resolved that no dividend be distributed for the financial year ending
31 December 2012.
The Annual General Meeting discharged the Members of the Board of Directors and
the President & CEO from liability for the financial year 1 January - 31
December 2012.
The number of the Members of the Board of Directors was resolved to be six. The
Annual General Meeting decided to re-elect Claus von Bonsdorff, Anu Hämäläinen,
Teuvo Salminen, Christer Sumelius, Pekka Vauramo and Andreas Tallberg as
Members of the Board of Directors for the following term ending at the closing
of the next Annual General Meeting,
After the Annual General Meeting, the Board of Directors elected Andreas
Tallberg as Chairman of the Board and Christer Sumelius as Deputy Chairman of
the Board.
The Annual General Meeting resolved that the annual remuneration payable to
Members of the Board of Directors shall remain unchanged. The Chairman of the
Board shall be paid EUR 40,000, the Deputy Chairman EUR 30,000 and the other
Members of the Board EUR 20,000.
The Annual General Meeting elected as auditor Public Accountants Ernst & Young
Oy, with Authorised Public Accountant Harri Pärssinen as the responsible
auditor.
The Annual General Meeting authorised the Board of Directors to decide on the
issuance of shares as well as the issuance of options and other rights granting
entitlement to shares. The authorisation covers a maximum of 20,000,000 shares.
The authorisation does not exclude the Board of Directors' right to decide on a
directed issue. It was proposed that the authorisation be used for executing or
financing arrangements important from the company's point of view, such as
business arrangements or investments, or for other such purposes determined by
the Board of Directors in which a weighty financial reason would exist for
issuing shares, options or other rights granting entitlement to shares and
possibly directing a share issue.
The Board of Directors is authorised to resolve on all other terms and
conditions of the issuance of shares, options and other rights entitling to
shares as referred to in Chapter 10 of the Companies Act, including the payment
period, grounds for the determination of the subscription price and the
subscription price or allocation of shares, options or other rights without
payment or that the subscription price may be paid besides in cash also by
other assets either partially or entirely. The authorisation is valid until 30
June 2014 and it invalidates earlier authorisations.
The Annual General Meeting resolved to establish a permanent Nomination Board
consisting of shareholders or representatives of shareholders to prepare and
present for the next Annual General Meeting and, if necessary, to an
Extraordinary General Meeting, proposals concerning the number and identities
of the members of the Board of Directors and the remuneration of the Board of
Directors. In addition, the task of the Nomination Board is to seek candidates
as potential board members. The Nomination Board consists of four members, all
of which shall be appointed by the company's four largest shareholders, who
shall appoint one member each. The Chairman of the company's Board of Directors
shall serve as an advisory member of the Nomination Board.
The company's largest shareholders entitled to appoint members to the
Nomination Board shall be determined on the basis of the registered holdings in
the company's shareholder register held by Euroclear Finland Ltd as of the
first working day in September in the year concerned. The Chairman of the Board
of Directors shall request each of the four largest shareholders to appoint one
member to the Nomination Board. In the event that a shareholder does not wish
to exercise his or her right to appoint a representative, it shall pass to the
next-largest shareholder who would not otherwise be entitled to appoint a
member to the Nomination Board.
The Nomination Board shall elect a Chairman from among its members. The
Chairman of the Board of Directors shall convene the first meeting of the
Nomination Board and the Nomination Board's Chairman shall be responsible for
convening subsequent meetings. The Nomination Board shall deliver its proposal,
which will be included in the notice to the Annual General Meeting, to the
Company's Board of Directors by the end of January preceding the next Annual
General Meeting.
Uncertainties and risks in the near future
Glaston's business environment remains challenging. Slower economic growth and
uncertainty in the financial markets could affect the timing of large machine
orders. The general economic uncertainty continues to affect customers'
investment activity.
Global economic uncertainty and its impact on development of the sector have
been taken into account in the short-term forecasts. If the recovery of the
sector is delayed further or slows, this will have a negative effect on future
cash flows.
Glaston performs annual goodwill impairment testing during the final quarter of
the year. In addition, goodwill impairment testing is performed if there are
indications of impairment. Due to prolonged market uncertainty, it is possible
that Glaston's recoverable amounts will be insufficient to cover the carrying
amounts of assets, particularly goodwill. If this happens, it will be necessary
to recognise an impairment loss, which, when implemented, will weaken the
result and equity.
General business risks and risk management are outlined in more detail in
Glaston's 2012 Annual Report and on the company's website www.glaston.net.
Outlook
Our expectations for the development of the market in 2013 remain cautiously
positive. In North America, the outlook for construction in particular is more
positive than in 2012. We expect that the cautiously favourable development in
Asia will continue. Stable development in South America is expected to
continue. In Europe, the market is still developing unevenly, with substantial
differences between areas.
As a result of economic uncertainty and overcapacity, the market for new glass
processing machines will continue to be challenging. The development of the
service market is expected to remain positive.
The measures implemented during the first quarter to improve the financial
position as well as the adjustment programme implemented during the end of the
year 2012 provide good opportunities for business development. We will continue
our investments in product development and in the further development of glass
processing lifecycle services.
Glaston expects 2013 net sales to be on the 2012 level and the operating result
to be positive.
Helsinki, 25 April 2013
Glaston Corporation
Board of Directors
For further information, please contact:
President & CEO Arto Metsänen, tel. +358 10 500 6100
Chief Financial Officer Sasu Koivumäki, tel. +358 10 500 500
GLASTON CORPORATION
Agneta Selroos
Director, Communications and Marketing
Glaston Corporation
Glaston is a global company developing glass processing technology for
architectural, solar, appliance and automotive applications. Our product
portfolio ranges from pre-processing and safety glass machines to services. We
are dedicated to our customers' continued success and provide services for all
glass processing needs with a lifecycle-long commitment in mind. For more
information, please visit www.glaston.net. Glaston's share (GLA1V) is listed on
the NASDAQ OMX Helsinki Small Cap List.
Distribution: NASDAQ OMX, key media, www.glaston.net
GLASTON CORPORATION
CONDENSED FINANCIAL STATEMENTS AND NOTES 1 JANUARY - 31 MARCH 2013
These interim financial statements are not audited. As a result of rounding
differences, the figures presented in the tables may not add up to the total.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
restated restated restated
EUR million 31.3.2013 31.3.2012 31.12.2012 1.1.2012
Assets
Non-current assets
Goodwill 36.8 49.6 36.8 52.6
Other intangible assets 10.3 18.3 10.7 18.2
Property, plant and equipment 8.3 18.1 7.3 18.7
Investments in associates - 0.0 - 0.0
Available-for-sale assets 0.3 0.3 0.3 0.3
Loan receivables 1.8 4.4 1.8 4.4
Deferred tax assets 5.8 6.9 6.7 6.9
--------------------------------------------------------------------------------
Total non-current assets 63.3 97.8 63.8 101.2
Current assets
Inventories 26.7 26.3 21.8 25.2
Receivables
Trade and other receivables 29.4 39.9 31.2 40.8
Assets for current tax 0.9 0.8 0.9 1.3
--------------------------------------------------------------------------------
Total receivables 30.2 40.7 32.0 42.1
Cash equivalents 18.1 13.0 10.6 18.6
Assets held for sale - - 29.8 -
Total current assets 75.0 80.0 94.2 86.0
--------------------------------------------------------------------------------
Total assets 138.3 177.7 158.0 187.2
================================================================================
restated restated restated
31.3.2013 31.3.2012 31.12.2012 1.1.2012
Equity and liabilities
Equity
Share capital 12.7 12.7 12.7 12.7
Share premium account 25.3 25.3 25.3 25.3
Other restricted equity reserves 0.0 0.0 0.0 0.0
Reserve for invested unrestricted 47.4 26.8 26.8 26.8
equity
Treasury shares -3.3 -3.3 -3.3 -3.3
Fair value reserve 0.0 0.1 0.0 0.0
Other unrestricted equity reserves 0.1 0.1 0.1 -
Retained earnings and exchange -33.5 -9.2 -8.9 -8.9
differences
Net result attributable to owners of 4.7 -5.3 -22.4 -
the parent
--------------------------------------------------------------------------------
Equity attributable to owners of the 53.3 47.0 30.3 52.6
parent
Non-controlling interest 0.3 0.3 0.3 0.3
--------------------------------------------------------------------------------
Total equity 53.6 47.4 30.6 53.0
--------------------------------------------------------------------------------
Non-current liabilities
Convertible bond - 8.0 8.2 7.9
Non-current interest-bearing 14.2 36.1 4.1 37.7
liabilities
Non-current interest-free 3.2 2.3 2.6 2.2
liabilities and provisions
Deferred tax liabilities 1.1 3.1 1.3 3.5
--------------------------------------------------------------------------------
Total non-current liabilities 18.6 49.6 16.2 51.4
Current liabilities
Current interest-bearing liabilities 14.4 22.2 56.2 22.6
Current provisions 2.9 4.1 3.5 4.1
Trade and other payables 48.5 54.1 46.4 55.3
Liabilities for current tax 0.3 0.4 0.3 0.7
Liabilities related to assets held - - 4.7 -
for sale
Total current liabilities 66.1 80.8 111.2 82.8
--------------------------------------------------------------------------------
Total liabilities 84.7 130.4 127.4 134.2
--------------------------------------------------------------------------------
Total equity and liabilities 138.3 177.7 158.0 187.2
================================================================================
CONDENSED STATEMENT OF PROFIT OR LOSS
restat restat
ed ed
EUR million 1-3/20 1-3/20 1-12/2
13 12 012
Net sales 26.4 30.2 115.6
Other operating income 3.9 0.2 1.1
Expenses -25.7 -29.8 -117.1
Depreciation, amortization and impairment -1.2 -4.3 -8.4
--------------------------------------------------------------------------------
Operating result 3.4 -3.7 -8.8
Financial items, net 2.3 -1.5 -8.6
--------------------------------------------------------------------------------
Result before income taxes 5.7 -5.2 -17.4
Income taxes -1.0 0.2 -0.8
--------------------------------------------------------------------------------
Profit / loss for the period from continuing operations 4.7 -5.0 -18.2
--------------------------------------------------------------------------------
Profit / loss after tax for the period from discontinued 0.0 -0.3 -4.2
operations
--------------------------------------------------------------------------------
Profit / loss for the period 4.7 -5.3 -22.4
================================================================================
Attributable to:
Owners of the parent 4.7 -5.3 -22.4
Non-controlling interest 0.0 0.0 0.0
Total 4.7 -5.3 -22.4
================================================================================
Earnings per share, EUR, continuing operations 0.04 -0.04 -0.16
Earnings per share, EUR, discontinued operations 0.00 0.00 -0.04
Earnings per share, EUR, basic and diluted 0.04 -0.05 -0.20
--------------------------------------------------------------------------------
Operating result, continuing operations , as % of net 12.8 -12.3 -7.6
sales
Profit / loss for the period, continuing operations , as 17.7 -16.5 -15.8
% of net sales
Profit / loss for the period, as % of net sales 17.7 -17.7 -19.4
Non-recurring items included in operating result, 3.7 -3.0 -5.4
continuing operations
Operating result, non-recurring items excluded, -0.4 -0.7 -3.4
continuing operations
Operating result, continuing operations, non-recurring -1.4 -2.4 -2.9
items excluded, as % of net sales
CONSOLIDATED STATEMENT OF COMPEREHENSIVE INCOME
restat restat
ed ed
1-3/20 1-3/20 1-12/2
13 12 012
Profit / loss for the period 4.7 -5.3 -22.4
Other comprehensive income that will be reclassified
subsequently to profit or loss:
Exchange differences on translating foreign operations 0.0 -0.3 0.2
Fair value changes of available-for-sale assets 0.0 0.0 0.0
Income tax on other comprehensive income 0.0 0.0 0.0
Other comprehensive income that will not be reclassified
subsequently to profit or loss:
Exchange differences on actuarial gains and losses 0.0 0.0 0.0
arising from defined benefit plans
Actuarial gains and losses arising from defined benefit 0.0 0.0 -0.2
plans
Income tax on other actuarial gains and losses arising 0.0 0.0 0.1
from defined benefit plans
Other comprehensive income for the reporting period, net 0.0 -0.3 0.0
of tax
--------------------------------------------------------------------------------
Total comprehensive income for the reporting period 4.7 -5.6 -22.4
--------------------------------------------------------------------------------
Attributable to:
Owners of the parent 4.7 -5.6 -22.3
Non-controlling interest 0.0 0.0 0.0
Total comprehensive income for the reporting period 4.7 -5.6 -22.4
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
restated restated
EUR million 1-3/2013 1-3/2012 1-12/2012
Cash flows from operating
activities
Cash flow before change in 1.4 1.4 1.1
net working capital
Change in net working 0.9 -2.8 -2.3
capital
--------------------------------------------------------------------------------
Net cash flow from 2.3 -1.4 -1.1
operating activities
Cash flow from investing
activities
Business combinations - - -0.1
Other purchases of -1.1 -1.8 -5.6
non-current assets
Proceeds from divestment 12.9 - -
of businesses
Proceeds from sale of 12.5 - -
assets held for sale
Proceeds from sale of 0.0 0.0 0.2
other non-current assets
--------------------------------------------------------------------------------
Net cash flow from 24.3 -1.8 -5.5
investing activities
--------------------------------------------------------------------------------
Cash flow before financing 26.6 -3.1 -6.6
Cash flow from financing
activities
Share issue, net 9.1 - -
Increase in non-current 14.7 - 0.1
liabilities
Decrease in non-current -43.4 -1.5 -1.6
liabilities
Changes in loan 0.0 0.0 0.1
receivables (increase - /
decrease +)
Increase in short-term 11.6 2.1 11.2
liabilities
Decrease in short-term -11.6 -2.9 -10.3
liabilities
--------------------------------------------------------------------------------
Net cash flow from -19.6 -2.3 -0.5
financing activities
--------------------------------------------------------------------------------
Effect of exchange rate 0.2 -0.2 -0.6
changes
Net change in cash and 7.2 -5.6 -7.7
cash equivalents
================================================================================
Cash and cash equivalents 10.9 18.6 18.6
at the beginning of
period
Cash and cash equivalents 18.1 13.0 10.9
at the end of period
--------------------------------------------------------------------------------
Net change in cash and 7.2 -5.6 -7.7
cash equivalents
================================================================================
Cash flows include also cash flows arising from discontinued 15.5
operations.
Proceeds from divestment of businesses:
EUR million
Purchase consideration received in cash
Expenses related to the sale, paid in 2013 -1.1
Cash and cash equivalents of divested subsidiaries -1.6
--------------------------------------------------------------------------------
Net cash flow 12.9
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
EUR million Share Share Other Reserve for Treasur Fair
capital premium restr. invested y value
account equity unrest. shares reserv
reserves equity e
---------------------------------------------------------------
Equity at 1 12.7 25.3 0.0 26.8 -3.3 0.0
January, 2012,
restated
--------------------------------------------------------------------------------
Total - - 0.0 - - 0.0
comprehensive
income for the
period
Reclassi-ficatio - - 0.0 - - -
n
Equity at 31 12.7 25.3 0.0 26.8 -3.3 0.1
March, 2012,
restated
================================================================================
EUR million Share Share Other Reserve for Treasur Fair
capital premium restr. invested y value
account equity unrest. shares reserv
reserves equity e
---------------------------------------------------------------
Equity at 1 12.7 25.3 0.0 26.8 -3.3 0.0
January, 2013,
restated
--------------------------------------------------------------------------------
Total - - 0.0 - - 0.0
comprehensive
income for the
period
Share issue less - - - 9.1 - -
of costs
Share issue paid - - - 11.4 - -
with
convertible and
debenture bonds
Equity at 31 12.7 25.3 0.0 47.4 -3.3 0.0
March, 2013
================================================================================
EUR million Other Retaine Exchange Equity Non-con Total
unrestr. d diff. attributable tr. equity
equity earning to owners of interes
reserves s the parent t
---------------------------------------------------------------
Equity at 1 - -8.6 -0.3 52.6 0.3 53.0
January, 2012,
restated
--------------------------------------------------------------------------------
Total - -5.3 -0.3 -5.6 0.0 -5.6
comprehensive
income for the
period
Reclassifi-catio 0.1 -0.1 - - - -
n
Share-based - 0.0 - 0.0 - 0.0
incentive plan
Share-based - 0.0 - 0.0 - 0.0
incentive plan,
tax effect
Equity at 31 0.1 -14.0 -0.6 47.0 0.3 47.4
March, 2012,
restated
================================================================================
EUR million Other Retaine Exchange Equity Non-con Total
unrestr. d diff. attributable tr. equity
equity earning to owners of interes
reserves s the parent t
---------------------------------------------------------------
Equity at 1 0.1 -31.2 -0.1 30.3 0.3 30.6
January, 2013,
restated
--------------------------------------------------------------------------------
Total - 4.7 0.0 4.7 0.0 4.7
comprehensive
income for the
period
Share-based - 0.0 - 0.0 - 0.0
incentive plan
Share-based - 0.0 - 0.0 - 0.0
incentive plan,
tax effect
Share issue less - - - 9.1 - 9.1
of costs
Share issue paid - -0.4 - 11.0 - 11.0
with
convertible and
debenture bonds
Result effect of - -1.9 - -1.9 - -1.9
the conversion
issue
--------------------------------------
Equity at 31 0.1 -28.8 0.0 53.3 0.3 53.6
March, 2013
================================================================================
During the first quarter Glaston had two share issues. A EUR 10 million share
issue was directed to the public and another share issue was directed to the
holders of the convertible bond and the debenture bond. In this conversion
issue the principals as well as accrued interest, in total EUR 11.4 million,
were used as payment for the shares. Both share issues were recognized in
reserve for invested unrestricted equity. The expenses arising from the share
issue, in total EUR 0.9 million, have been deducted from the reserve for
invested unrestricted equity.
FINANCIAL ITEMS
During the first quarter Glaston purchased back convertible bonds with a
nominal value of EUR 2 million. The price paid for the bonds was less than the
nominal value which resulted in a EUR 0.9 million financial income.
In addition, during the first quarter the remaining convertible bonds with
accrued interest as well as debenture bond with accrued interest were used as
payment in a share issue (conversion issue). As the conversion price was higher
than the fair value of the share at the time of conversion, a financial income
of EUR 1.9 million was recognized.
Neither of the financial income affected cash flow.
KEY RATIOS
restated restated
31.3.2013 31.3.2012 31.12.2012
EBITDA, as % of net sales (1 17.2 2.0 -0.3
Operating result (EBIT), as % of net sales 12.8 -12.3 -7.6
Profit / loss for the period, as % of net 17.7 -16.5 -15.8
sales
Gross capital expenditure, continuing and 1.1 1.8 5.6
discontinued operations, EUR million
Gross capital expenditure, as % of net sales 3.9 5.0 4.1
of
continuing and discontinued operations
Equity ratio, % (2 44.6 28.8 21.6
Gearing, % (2 53.4 140.0 224.0
Net gearing, %(2 19.6 112.7 188.4
Net interest-bearing debt, EUR million (2 10.5 53.4 57.7
Capital employed, end of period, EUR million 82.2 113.7 99.2
Return on equity, %, annualized 44.3 -42.6 -53.6
Return on capital employed, %, annualized 29.4 -13.7 -12.6
Return on capital employed, continuing 28.9 -13.1 -9.4
operations %, annualized
Number of personnel, average 592 858 820
Number of personnel, continuing operations , 598 654 602
end of period
Number of personnel, discontinued operations, - 190 175
end of period
Number of personnel, end of period 598 844 776
(1 EBITDA = Operating result + depreciation, amortization and impairment
(2 Assets held for sale and related liabilities are included in calculation of
the key ratio
PER SHARE DATA
restated restated
31.3.2013 31.3.2012 31.12.2012
Number of registered shares, end of period, 192920 104800 104800
treasury shares excluded (1,000)
Number of shares issued, end of period, 192920 113241 113241
adjusted with share issue, treasury shares
excluded (1,000)
Number of shares, average, adjusted with share 116782 113241 113241
issue, treasury shares excluded (1,000)
Number of shares, dilution effect of the 116782 120514 120514
convertible
bond taken into account, average, adjusted
with share issue, treasury shares excluded
(1,000) ('
EPS, continuing operations , basic and 0.04 -0.04 -0.16
diluted,
adjusted with share issue, EUR
EPS, Discontinued Operations, basic and 0.00 0.00 -0.04
diluted,
adjusted with share issue, EUR
EPS, total, basic and diluted, adjusted with 0.04 -0.05 -0.20
share issue, EUR
Adjusted equity attributable to owners of the 0.28 0.42 0.27
parent per share, EUR
Price per adjusted earnings per share (P/E) 6.0 -12.5 -1.3
ratio
Price per adjusted equity attributable to 0.87 1.42 0.97
owners of
the parent per share
Market capitalization of registered shares, 46.3 61.8 27.2
EUR million
Share turnover, % (number of shares traded, % 5.8 5.8 16.9
of the average registered number of shares)
Number of shares traded, (1,000) 6,343 6,024 17,736
Closing price of the share, EUR 0.24 0.59 0.26
Highest quoted price, EUR 0.30 0.74 0.74
Lowest quoted price, EUR 0.22 0.44 0.23
Volume-weighted average quoted price, EUR 0.25 0.57 0.39
DEFINITIONS OF KEY RATIOS
Per share data
Earnings per share (EPS), continuing operations:
Net result of continuing operations attributable to owners of the parent /
Adjusted average number of shares
Earnings per share (EPS), discontinued operations:
Net result of discontinued operations attributable to owners of the parent /
Adjusted average number of shares
Earnings per share (EPS):
Net result attributable to owners of the parent / Adjusted average number of
shares
Diluted earnings per share:
Net result attributable to owners of the parent adjusted with the result effect
of the convertible bond / Adjusted average number of shares, dilution effect of
the convertible bond taken into account
Dividend per share:
Dividends paid / Adjusted number of issued shares at end of the period
Dividend payout ratio:
(Dividend per share x 100) / Earnings per share
Dividend yield:
(Dividend per share x 100) / Share price at end of the period
Equity attributable to owners of the parent per share:
Equity attributable to owners of the parent at end of the period / Adjusted
number of shares at end of the period
Average trading price:
Shares traded (EUR) / Shares traded (volume)
Price per earnings per share (P/E):
Share price at end of the period / Earnings per share (EPS)
Price per equity attributable to owners of the parent per share:
Share price at end of the period / Equity attributable to owners of the parent
per share
Share turnover:
The proportion of number of shares traded during the period to weighted average
number of shares
Market capitalization:
Number of shares at end of the period x share price at end of the period
Number of shares at period end:
Number of issued shares - treasury shares
Financial ratios
EBITDA:
Profit / loss of continuing operations before depreciation, amortization and
impairment
Operating result (EBIT):
Profit / loss of continuing operations after depreciation, amortization and
impairment
Operating result (EBIT) excluding non-recurring items:
Profit / loss of continuing operations after depreciation, amortization and
impairment, non-recurring items excluded
Cash and cash equivalents:
Cash + other financial assets (includes cash and cash equivalents classified as
held for sale)
Net interest-bearing debt:
Interest-bearing liabilities (includes interest-bearing liabilities classified
as held for sale) - cash and cash equivalents
Financial expenses:
Interest expenses of financial liabilities + fees of financing arrangements +
foreign currency differences of financial liabilities (total of continuing and
discontinued operations)
Equity ratio, %:
Equity (Equity attributable to owners of the parent + non-controlling interest)
x 100 / Total assets - advance payments received
Gearing, %:
Interest-bearing liabilities x 100 / Equity (Equity attributable to owners of
the parent + non-controlling interest)
Net gearing, %:
Net interest-bearing debt x 100 / Equity (Equity attributable to owners of the
parent + non-controlling interest)
Return on capital employed, % (ROCE):
Profit / loss before taxes + financial expenses x 100 / Equity +
interest-bearing liabilities, average of 1 January and end of the reporting
period
Return on equity, % (ROE).
Profit / loss for the reporting period x 100 /
Equity (Equity attributable to owners of the parent + non-controlling
interest), average of 1 January and end of the reporting period
ACCOUNTING PRINCIPLES
The consolidated interim financial statements of Glaston Group are prepared in
accordance with International Financial Reporting Standard IAS 34 Interim
Financial Reporting as approved by the European Union. They do not include all
of the information required for full annual financial statements.
The accounting principles applied in these interim financial statements are the
same as those applied by Glaston in its consolidated financial statements as at
and for the year ended 31 December, 2012, with the exception of the following
new or revised or amended standards and interpretations which have been applied
from 1 January, 2013:
- IFRS 10 Consolidated Financial Statements
- IFRS 11 Joint Arrangements
- IFRS 12 Disclosure of Interests in Other Entities
- IFRS 13 Fair Value Measurements
- Amendment to IAS 1 Presentation of Financial Statements: Presentation of
Items of Other Comprehensive Income
- IAS 19 (revised) Employee Benefits
- IAS 27 (revised) Separate Financial Statements
- IAS 28 (revised) Investments in Associates and Joint Ventures
- Annual Improvements to IFRSs 2009 - 2011 Cycle, published in May 2012
The revised and amended standard has been applied for annual periods beginning
on or after 1 January, 2013, except that revised IAS 1 has been applied for
annual periods beginning on or after 1 July, 2012.
IFRS 10 Consolidated Financial Statements standard changed the definition of
control in other entities. Control is the basis for including an entity in the
consolidated financial statements. The application of IFRS 10 does not affect
the consolidated financial statements of Glaston.
IFRS 12 Disclosure of Interests in Other Entities standard increases the
disclosure information of group companies in the consolidated financial
statements.
IFRS 13 Fair Value Measurements standard increases the disclosure information
in the consolidated financial statements but has otherwise no material effect
on Glaston's consolidated financial statements.
Amended to IAS 1 Presentation of Items of Other Comprehensive Income standard
changed the presentation of other comprehensive income in the consolidated
financial statements but has otherwise no effect on Glaston's consolidated
financial statements.
Revised IAS 19 Employee Benefits standard changed the recognition of actuarial
gains and losses. The corridor method is no longer allowed in recognizing
actuarial gains and losses but they are recognized in other comprehensive
income. Only current and past service costs as well as net interest on net
defined benefit liability can be recorded in profit or loss. Other changes in
net defined benefit liability are recognized in other comprehensive income with
not subsequent recycling to profit or loss. The revised IAS 19 standard has
been applied retrospectively.
Other new or amended standards or interpretations applicable from 1 January,
2013 are not material for Glaston Group.
RESTATEMENT OF PRIOR REPORTING PERIODS
Revised IAS 19 Employee benefits standard has been applied retrospectively. The
effects of the revised standard on consolidated statement of financial position
are presented in the table below. The effects on consolidated statement of
profit or loss were not material. The effects on Glaston's statement of profit
or loss of 2012 are presented in the table below. The restatement did not
affect the result of discontinued operations. The restatement of defined
benefit pension and other defined long-term employee benefit liabilities
affected mainly the Machines segment.
Glaston recognizes interest expenses arising from defined benefit plans in
financial items.
Restatement of statement of financial position
EUR million restated
31.3.2012 restate 31.3.2012
ment
Equity attributable to owners of the parent 47.5 -0.2 47.4
Defined benefit pension and other defined 1.0 0.2 1.3
long-term employee benefit liabilities
Deferred tax liabilities 3.2 -0.1 3.1
restated
31.12.2012 restate 31.12.2012
ment
Equity attributable to owners of the parent 30.9 -0.3 30.6
Defined benefit pension and other defined 0.9 0.4 1.4
long-term employee benefit liabilities
Deferred tax liabilities 1.5 -0.1 1.3
restated
1.1.2012 restate 1.1.2012
ment
Equity attributable to owners of the parent 53.2 -0.2 53.0
Defined benefit pension and other defined 1.1 0.2 1.3
long-term employee benefit liabilities
Deferred tax liabilities 3.6 -0.1 3.5
Restatement of statement of profit or loss
restated
1-12/2012 restatement 1-12/2012
Expenses -117.1 0.0 -117.1
------------------------------------------------------------------
Operating result -8.8 0.0 -8.8
Financial items -8.6 0.0 -8.6
Income taxes -0.8 0.0 -0.8
------------------------------------------------------------------
Result of continuing operations -18.3 0.0 -18.2
SEGMENT INFORMATION
The reportable segments of Glaston are Machines and Services. Software
Solutions segment, which has previously belonged to reportable segments is
presented as discontinued operations. Glaston follows the same commercial terms
in transactions between segments as with third parties.
The reportable segments consist of operating segments, which have been
aggregated in accordance with the criteria of IFRS 8.12. Operating segments
have been aggregated, when the nature of the products and services is similar,
the nature of the production process is similar, as well as the type or class
of customers. Also the methods to distribute products or to provide services
are similar.
The reportable Machines segment consists of Glaston's operating segments
manufacturing glass processing machines and related tools. The Machines segment
includes manufacturing and sale of glass tempering, bending and laminating
machines, glass pre-processing machines as well as sale and manufacturing of
tools.
Services segment includes maintenance and service of glass processing machines
and sale of spare parts and upgrades.
The unallocated operating result consists of head office operations of the
Group.
The non-recurring items of 2013, in total EUR 3.7 million positive, consist
mainly of the gain from the sale of Tampere real estate. Other non-recurring
items are adjustments made to restructuring costs initially recognized in 2012.
The non-recurring items of 2012 consist of goodwill impairment loss (EUR 3.0
million), goodwill impairment loss arising from measurement of disposal group
classified as held for sale at fair value less costs to sell (EUR 5.2 million,
in result of discontinued operations) and personnel and other costs arising
from restructuring (EUR 2.9 million, of which EUR 0.5 million in result of
discontinued operations).
Segment assets include external trade receivables and inventory, and segment
liabilities include external trade payables and advance payments received. In
addition, segment assets and liabilities include business related prepayments
and accruals as well as other business related receivables and liabilities.
Segment assets and liabilities do not include loan receivables, prepayments and
receivables related to financial items, interest-bearing liabilities, accruals
and liabilities related to financial items, income and deferred tax assets and
liabilities nor cash and cash equivalents.
CONTINUING OPERATIONS
Machines
EUR million 1-3/2013 1-3/2012 1-12/2012
--------------------------------------------------------------------------------
External sales 19.1 21.9 84.7
Intersegment sales 0.0 0.0 0.0
--------------------------------------------------------------------------------
Net sales 19.1 21.9 84.7
EBIT excluding non-recurring items -0.4 -0.9 -2.6
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring items -1.9 -4.1 -3.1
Non-recurring items 0.0 -3.0 -4.7
--------------------------------------------------------------------------------
EBIT -0.4 -3.9 -7.3
EBIT-% -2.0 -17.7 -8.6
Net working capital 31.0 43.5 30.0
--------------------------------------------------------------------------------
Number of personnel, average 448 525 492
Number of personnel, end of period 454 513 461
--------------------------------------------------------------------------------
Services
EUR million 1-3/2013 1-3/2012 1-12/2012
--------------------------------------------------------------------------------
External sales 7.2 8.3 30.8
Intersegment sales 0.5 0.2 1.5
--------------------------------------------------------------------------------
Net sales 7.7 8.5 32.3
EBIT excluding non-recurring items 1.2 1.7 5.9
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring items 15.6 20.5 18.3
Non-recurring items 0.0 - -0.1
--------------------------------------------------------------------------------
EBIT 1.2 1.7 5.8
EBIT-% 15.6 20.5 18.0
Net working capital 20.1 22.2 23.1
--------------------------------------------------------------------------------
Number of personnel, average 134 128 129
Number of personnel, end of period 134 129 130
--------------------------------------------------------------------------------
Glaston Group
Net sales
-----------------------------------------------
EUR million 1-3/2013 1-3/2012 1-12/2012
--------------------------------------------------------------------------------
Machines 19.1 21.9 84.7
Services 7.7 8.5 32.3
Other and intersegment sales -0.4 -0.2 -1.4
Glaston Group total 26.4 30.2 115.6
--------------------------------------------------------------------------------
EBIT
EUR million 1-3/2013 1-3/2012 1-12/2012
--------------------------------------------------------------------------------
Machines -0.4 -0.9 -2.6
Services 1.2 1.7 5.9
Other and eliminations -1.2 -1.6 -6.7
EBIT excluding non-recurring items -0.4 -0.7 -3.4
--------------------------------------------------------------------------------
Non-recurring items 3.7 -3.0 -5.4
EBIT, continuing operations 3.4 -3.7 -8.8
--------------------------------------------------------------------------------
Net financial items 2.3 -1.5 -8.6
--------------------------------------------------------------------------------
Result before income taxes from continuing 5.7 -5.2 -17.4
operations
Income taxes from continuing operations -1.0 0.2 -0.8
Result from continuing operations 4.7 -5.0 -18.2
--------------------------------------------------------------------------------
Net discontinued operations 0.0 -0.3 -4.2
Net result 4.7 -5.3 -22.4
--------------------------------------------------------------------------------
Number of personnel, average (continuing 592 665 634
operations)
Number of personnel, end of period (continuing 598 654 602
operations)
--------------------------------------------------------------------------------
Segment assets
-----------------------------------------------
EUR million 31.3.2013 31.3.2012 31.12.2012
--------------------------------------------------------------------------------
Machines 74.5 88.9 73.4
Services 29.2 29.4 29.0
Total segments 103.7 118.3 102.4
--------------------------------------------------------------------------------
Unallocated and eliminations and adjustments 5.4 5.9 2.8
Total segment assets 109.1 124.2 105.2
--------------------------------------------------------------------------------
Other assets 29.2 53.5 52.8
Total assets 138.3 177.7 158.0
--------------------------------------------------------------------------------
Segment liabilities
-----------------------------------------------
EUR million 31.3.2013 31.3.2012 31.12.2012
--------------------------------------------------------------------------------
Machines 43,5 45,4 43,4
Services 9,0 7,2 6,0
Total segments 52,6 52,6 49,4
--------------------------------------------------------------------------------
Unallocated and eliminations and adjustments 2,0 1,6 2,3
Total segment liabilities 54,6 54,2 51,7
--------------------------------------------------------------------------------
Other liabilities 30,1 76,2 75,6
Total liabilities 84,7 130,4 127,4
--------------------------------------------------------------------------------
Net working capital
-----------------------------------------------
EUR million 31.3.2013 31.3.2012 31.12.2012
--------------------------------------------------------------------------------
Machines 31,0 43,5 30,0
Services 20,1 22,2 23,1
Total segments 51,1 65,7 53,0
--------------------------------------------------------------------------------
Unallocated and eliminations and adjustments 3,4 4,4 0,5
Total Glaston Group 54,5 70,0 53,5
--------------------------------------------------------------------------------
Order intake (continuing operations)
EUR million 1-3/2013 1-3/2012 1-12/2012
-----------------------------------------------------------
Machines 21.4 20.7 86.3
Services 7.5 7.6 31.8
Total Glaston Group 28.8 28.3 118.1
-----------------------------------------------------------
Net sales by geographical areas (continuing operations)
EUR million 1-3/2013 1-3/2012 1-12/2012
-----------------------------------------------------------
EMEA 9.3 11.6 48.2
Asia 6.7 7.9 25.4
America 10.3 10.7 42.0
Total 26.4 30.2 115.6
-----------------------------------------------------------
QUARTERLY NET SALES, OPERATING RESULT, ORDER INTAKE AND ORDER BOOK
Machines
EUR million 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2012 2012 2012 2012
----------------------------------------------------------------------
External sales 19.1 22.7 18.4 21.7 21.9
Intersegment sales 0.0 0.0 0.0 0.0 0.0
----------------------------------------------------------------------
Net sales 19.1 22.7 18.4 21.7 21.9
EBIT excluding non-recurring items -0.4 0.5 -0.5 -1.7 -0.9
----------------------------------------------------------------------
EBIT-%, excl. non-recurring items -1.9 2.1 -2.5 -7.8 -4.1
Non-recurring items 0.0 -1.8 0.0 - -3.0
-----------------------------------
EBIT -0.4 -1.3 -0.5 -1.7 -3.9
----------------------------------------------------------------------
EBIT-% -2.0 -5.7 -2.5 -7.8 -17.7
----------------------------------------------------------------------
Services
EUR million 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2012 2012 2012 2012
----------------------------------------------------------------------
External sales 7.2 9.5 6.3 6.7 8.3
Intersegment sales 0.5 0.3 0.6 0.3 0.2
----------------------------------------------------------------------
Net sales 7.7 9.9 6.8 7.0 8.5
EBIT excluding non-recurring items 1.2 2.0 1.2 1.0 1.7
----------------------------------------------------------------------
EBIT-%, excl. non-recurring items 15.6 19.9 18.1 13.7 20.5
Non-recurring items 0.0 -0.1 - - -
-----------------------------------
EBIT 1.2 1.9 1.2 1.0 1.7
----------------------------------------------------------------------
EBIT-% 15.6 18.8 18.1 13.7 20.5
----------------------------------------------------------------------
Net sales
EUR million 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2012 2012 2012 2012
----------------------------------------------------------------------
Machines 19.1 22.7 18.4 21.7 21.9
Services 7.7 9.9 6.8 7.0 8.5
Other and intersegment sales -0.4 -0.3 -0.6 -0.3 -0.2
Glaston Group total 26.4 32.3 24.6 28.5 30.2
----------------------------------------------------------------------
EBIT
EUR million 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2012 2012 2012 2012
----------------------------------------------------------------------
Machines -0.4 0.5 -0.5 -1.7 -0.9
Services 1.2 2.0 1.2 1.0 1.7
Other and eliminations -1.2 -1.9 -1.2 -2.0 -1.6
EBIT excluding non-recurring items -0.4 0.5 -0.4 -2.7 -0.7
----------------------------------------------------------------------
Non-recurring items 3.7 -2.4 - - -3.0
-----------------------------------
EBIT 3.4 -1.9 -0.4 -2.7 -3.7
----------------------------------------------------------------------
Order book (continuing operations)
----------------------------------------------------------------------
EUR million 31.3. 31.12. 30.9. 30.6. 31.3.
2013 2012 2012 2012 2012
----------------------------------------------------------------------
Machines 37.8 33.1 31.3 30.8 34.2
Services 1.6 1.1 4.0 3.3 1.1
Total Glaston Group 39.4 34.2 35.3 34.1 35.2
----------------------------------------------------------------------
Order intake (continuing operations)
EUR million 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2013 2012 2012 2012 2012
---------------------------------------------------
Machines 21.4 25.5 21.1 19.1 20.7
Services 7.5 7.9 7.3 9.1 7.6
Total Glaston Group 28.8 33.3 28.4 28.2 28.3
---------------------------------------------------
Discontinued Operations and Assets and Liabilities of Disposal Group Classified
as Held for Sale
Glaston announced in October 2012 that it was negotiating of sale of Software
Solutions business area. Glaston published in November 2012 that it has signed
a binding contract of the sale of the business area. The closing of the sale
took place on 4 February, 2013. The result of Software Solutions business area
as well as the result from the sale transaction is presented as profit / loss
for the period from continuing operations.
Revenue, expenses and result of discontinued operations 1-3/20 1-3/20 1-12/20
EUR million 13 12 12
Revenue 1.8 5.3 21.0
Expenses -1.3 -5.5 -19.2
--------------------------------------------------------------------------------
Gross profit 0.5 -0.2 1.7
Finance costs, net 0.0 0.0 0.0
Impairment loss recognized on the remeasurement to fair - - -5.2
value less cost to sell
--------------------------------------------------------------------------------
Profit / loss before tax from discontinued operations 0.5 -0.2 -3.5
Current income tax -0.1 -0.2 -0.7
Loss from disposal of discontinued operations -0.4 - -
Profit / loss from discontinued operations 0.0 -0.3 -4.2
--------------------------------------------------------------------------------
Profit / loss from discontinued operations in 2012 include EUR 5.2 million
goodwill impairment loss. The goodwill impairment loss arises from measurement
of net assets held for sale to fair value less costs to sell.
Assets and liabilities of disposal group classified as held for sale
Assets and liabilities of disposal groups at 31, December 2012 included, in
addition to assets and liabilities related to discontinued operations, also the
real estate in Tampere, Finland, which Glaston had classified as non-current
asset held for sale. The sale and leaseback transaction took place at the end
of March 2013. The lease agreement arising from the transaction will be an
operating lease.
31.3.2013 31.3.2012 31.12.2012
Assets
Goodwill - - 7.6
Other intangible assets - - 7.3
Tangible assets - - 9.6
Investments in associates - - 0.1
Available-for-sale assets - - 0.0Deferred tax asset - - 0.0
Inventories - - 0.0
Assets for current tax - - 0.0
Trade and other receivables - - 5.0
Cash equivalents - - 0.3
Assets classified as held for sale - - 29.8
--------------------------------------------------------------------------------
Liabilites
Deferred tax liability - - 1.8
Non-current interest-free liabilities and - - 0.1
provisions
Current provisions - - 0.4
Current interest-bearing liabilities - - 0.0
Trade and other payables - - 2.1
Liabilities for current tax - - 0.2
Liabilities related to assets held for sale - - 4.7
--------------------------------------------------------------------------------
Net cash flows of discontinued operations
EUR million
31.3.2013 31.3.2012 31.12.2012
Operating 1.0 0.8 2.8
Investing -0.3 -0.8 -3.1
Financing 0.0 0.0 0.0
Net cash flow 0.6 0.0 -0.3
-----------------------------------------------
CONTINGENT LIABILITIES
EUR million 31.3.2013 31.3.2012 31.12.2012
Mortgages and pledges
On own behalf 293.0 487.2 470.8
On behalf of others 0.1 0.1 0.1
Guarantees
On own behalf 4.0 0.5 0.4
On behalf of others 0.0 0.0 0.0
Lease obligations 20.0 9.0 7.2
Other obligation on own behalf - 0.7 0.5
Mortgages and pledges include EUR 89.4 million shares in group companies and
EUR 35.7 million receivables from group companies.
Glaston Group has international operations and can be a defendant or plaintiff
in a number of legal proceedings incidental to those operations. The Group does
not expect the outcome of any unmentioned legal proceedings currently pending,
either individually or in the aggregate, to have material adverse effect upon
the Group's consolidated financial position or results of operations.
DERIVATIVE INSTRUMENTS
EUR million 31.3.2013 31.3.2012 31.12.2012
Nominal Fair Nominal Fair Nominal Fair
value value value value value value
Commodity
derivatives
Electricity 0.3 0.0 0.2 0.0 0.3 0.0
forwards
Derivative instruments are used only for hedging purposes. Nominal values of
derivative instruments do not necessarily correspond with the actual cash flows
between the counterparties and do not therefore give a fair view of the risk
position of the Group. The fair values are based on market valuation on the
date of reporting. PROPERTY, PLANT AND EQUIPMENT
EUR million
Changes in property, plant and equipment 1-3/ 2013 1-3/ 1-12/
2012 2012
Carrying amount at beginning of the period 7.3 18.7 18.7
----------------------------------------------------------------------------
Additions 0.5 0.2 0.6
Disposals 0.0 - -0.1
Depreciation and amortization -0.3 -0.6 -2.2
Impairment losses and reversals of impairment losses - - -
Reclassification and other changes - - 0.0
Transfer to / from assets held for sale 0.7 - -9.7
Exchange differences 0.1 -0.1 -0.1
Carrying amount at end of the period 8.3 18.1 7.3
----------------------------------------------------------------------------
At the end of March 2013 or 2012 Glaston did not have of contractual
commitments for the acquisition of property, plant and equipment.
SHAREHOLDER INFORMATION
20 largest shareholders 31 March, 2013
Shareholder Number of shares % of shares and
votes
1 Etera Mutual Pension Insurance 26,764,885 13.82
Company
2 Varma Mutual Pension Insurance 17,331,643 8.95
Company
3 Suomen Teollisuussijoitus Oy 16,601,371 8.57
4 GWS Trade Oy 13,446,700 6.94
5 Oy G.W.Sohlberg Ab 12,819,400 6.62
6 Yleisradio Pension Foundation 10,481,369 5.41
7 Hymy Lahtinen Oy 10,320,000 5.33
8 Päivikki and Sakari Sohlberg 5,065,600 2.62
Foundation
9 Oy Investsum Ab 3,480,000 1.80
10 Sumelius Bjarne Henning 2,593,733 1.34
11 Finnish Cultural Foundation 2,084,760 1.08
12 Sumelius-Fogelholm Birgitta 1,994,734 1.03
Christina
13 Sumelius Bertil Christer 1,858,533 0.96
14 Von Christierson Charlie 1,600,000 0.83
15 Metsänen Arto Juhani 1,586,394 0.82
16 Oy Nissala Ab 1,500,000 0.77
17 Investment Fund Säästöpankki 1,500,000 0.77
Pienyhtiöt
18 Oy Cacava Ab 1,400,000 0.72
19 Sumelius-Koljonen Barbro 1,350,238 0.70
20 Ehrnrooth Helene Margareta 1,350,000 0.70
-----------------------------------------------------------------------------
20 largest shareholders total 135,129,360 69.78
Nominee registered shareholders 76,791 0.40
Other shares 58,502,185 29.82
-----------------------------------------------------------------------------
Total 193,708,336 100.00
-----------------------------------------------------------------------------
RELATED PARTY TRANSACTIONS
Glaston Group's related parties include the parent and subsidiaries. Related
parties also include the members of the Board of Directors and the Group's
Executive Management Group, the CEO and their family members. Also the
shareholders, which have significant influence in Glaston through shareholding,
are consider to be related parties, as well as the companies controlled by
these shareholders.
Glaston follows the same commercial terms in transactions with related parties
as with third parties.
Glaston had rented premises from companies owned by individuals belonging to
the management. The rents paid correspond with the local level of rents. The
related party connection ceased at 30 November, 2012. The lease payments were
in January - March 2012 EUR 0.1 million.
During the review period there were no related party transactions whose terms
would differ from the terms in transactions with third parties.
Share-based payment plan
The Board of Directors of Glaston Corporation approved on 7 February 2013, a
new share-based incentive plan for the Group key employees.
The new plan includes one performance period, beginning on 15 March 2013 and
ending on 15 March 2014. The prerequisite for participation in the plan and for
reward payment on the basis of the performance period was that a key employee
subscribed Glaston shares in the share issue in March 2013. Rewards from the
plan will be paid in the Glaston shares in April 2014 providing that the key
employee's employment or service with the Group is in force and that he or she
still owns the shares subscribed in the share issue. If the prerequisites for
the reward payment are fulfilled, a key employee shall receive one matching
share (gross) for every three shares subscribed in the share issue. The main
principle is that no reward will be paid, if the key employee's employment or
service ends before reward payment.
The plan is directed to approximately 28 people.
FINANCIAL INSTRUMENTS AT FAIR VALUE
Financial instruments at fair value include derivatives. Other financial
instruments at fair value through profit or loss can include mainly Glaston's
current investments, which are classified as held for trading, i.e. which have
been acquired or incurred principally for the purpose of selling them in the
near future. Also available-for-sale financial assets are measured at fair
value.
Fair values of publicly traded derivatives are calculated based on quoted
market rates at the end of the reporting period (fair value hierarchy, level
1). All Glaston's derivatives are publicly traded.
Listed investments are measured at the market price at the end of the reporting
period (fair value hierarchy, level 2). Investments, for which fair values
cannot be measured reliably, such as unlisted equities, are reported at cost or
at cost less impairment (fair value hierarchy, level 3).
Fair value measurement hierarchy:
Level 1 = quoted prices in active markets
Level 2 = other than quoted prices included within Level 1 that are observable
either directly or indirectly
Level 3 = not based on observable market data, fair value equals cost or cost
less impairment.
During the reporting period there were no transfers between levels 1 and 2 of
the fair value hierarchy.
During the reporting period there were no changes in the valuation techniques
of levels 2 or 3 of the fair value hierarchy.
Fair value hierarchy, level 3, changes during the reporting period
EUR million 2013 2012
1 January 0.3 0.3
------------------------------------------------------------------
Impairment - -
Transfers - -
31 March 0.3 0.,3
------------------------------------------------------------------
Financial instruments measured at fair value and included in level 3 of fair
value hierarchy had no effect on the profit or loss of the reporting period or
on other comprehensive income. These financial instruments are not measured at
fair value on recurring basis.
Fair value hierarchy, fair values
EUR million
31.3.2013 31.3.2012 31.12.2012
Available-for-sale shares
Level 1 0.1 0.1 0.1
Level 3 0.2 0.3 0.2
0.3 0.3 0.3
Derivatives
Level 2 0.0 0.0 0.0
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