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