2015-02-18 07:30:00 CET
2015-02-18 07:30:44 CET
REGULATED INFORMATION
Incap - Financial Statement Release
INCAP GROUP FINANCIAL STATEMENT RELEASE FOR 2014 (UNAUDITED): POSITIVE RESULT FOR FULL-YEAR
Incap Corporation
Financial Statement Release 18 February 2015 at 8.30 am (EET)
INCAP GROUP FINANCIAL STATEMENT RELEASE FOR 2014 (UNAUDITED): POSITIVE RESULT
FOR FULL-YEAR
Profitability reached a clear turning point, and both the Group's operating
profit and net profit for the full year were positive. The revenue of Incap
Group changed to growth track in the middle of the year but remained lower year-
on-year as estimated. Measures of the extensive Turnaround program were
continued to improve profitability while at the same time creating prerequisites
for the growth of revenue. The company focused its operations and divested its
mechanics manufacturing concentrating now in the contract manufacturing of
electronics in its factories in India and Estonia. Despite the improvement of
the company's financing position sufficiency of working capital still is a
challenge.
The figures in this release describing the reporting period 2014 and the
corresponding period 2013 refer to the Group's continuing operations without the
business operations of the company's factory in Vaasa. Because the mechanics
factory in Vaasa was sold on 31 December 2014 it has been considered as
discontinued operations, whose result is presented in the Financial Statement as
one figure "Profit/loss for discontinued operations".
Key figures in January-December 2014, continuing operations
* The Group's revenue of continuing operations without the mechanics factory
in Vaasa in 2014 amounted to EUR 18.5 million, down approximately 28% year-
on-year (2013: EUR 25.8 million). The decrease in revenue was expected and
was caused by lower manufacturing volumes in the company's factory in
Estonia.
* The Group's full-year operating profit (EBIT) improved clearly from previous
year and amounted to approximately EUR 1.1 million (EUR -6.2 million).
Approximately EUR 0.5 million of the operating profit was derived from non-
recurring items in the dissolution of the provision for rental costs of the
factory in Estonia.
* Net profit for the financial period amounted to EUR 0.2 million, which is
significantly higher than the year before, when it was EUR -8.8 million.
* The Board of Directors will propose to the Annual General Meeting that no
dividend be paid.
* The company estimates that the Group's revenue and operating profit (EBIT)
in 2015 will be higher than in 2014.
Key figures in July-December 2014, continuing operations
* The revenue of the continuing operations during the second half of the year
amounted to approximately EUR 10.3 million, down approximately 12% compared
with the corresponding period last year (7-12/2013: EUR 11.7 million) and up
27% compared with the first half of the year (1-6/2014: EUR 8.2 million).
* Operating profit (EBIT) for the second half of the year was positive, i.e.
EUR 1.2 million (7-12/2013: EUR -3.9 million). As expected, the operating
profit was clearly better than on the first half of the year when it was EUR
-0.1 million.
The accounting principles for the financial statements
This financial statement release has been prepared in accordance with
international financial reporting standards (IFRS) - IAS 34 Interim Financial
Reporting standard. When preparing the release, the same principles have been
used as in the 2013 financial statements and in the extraordinary financial
statement for January-June 2014, which was published on 8 October 2014. Unless
otherwise stated, the comparison figures refer to the same period in the
previous year. The information in this financial statement report is unaudited.
The figures in the financial statement release describe the company's continuing
operations, i.e. the business operations of the factories in Estonia and India
as well as the parent company without the business operations of the factory in
Vaasa. The comparison figures for 2013 have been adjusted to refer to the
continuing operations only. The Group sold the business of the mechanics factory
in Vaasa to the local management of the factory on 31 December 2014, when the
business operations were transferred to the new owner. The financial figures of
the Vaasa factory have been described in the section "Information on
discontinued operations".
Ville Vuori, President and CEO of Incap Group:"The company's revenue turned to growth track during the latter half of the
year. The positive turn took place in the electronics production whereas the
demand for mechanics manufacturing continued on a low level during the year. All
in all, with the Vaasa operations included, the full-year revenue amounted to
EUR 24.2 million reaching the budgeted level.
We completed structural changes in line with the Turnaround program in 2014. The
company's overhead costs have thereby decreased remarkably and the productivity
and delivery reliability have remained on the targeted level. This has reflected
in the company's productivity, which has improved significantly. Our
profitability turned from red figures to black during the third quarter, and the
full-year operating profit amounted to EUR 1.1 million.
When focusing our operations our target has been to highlight the company's
special competence and to allocate resources on them. As a part of this process
we decided to divest the mechanics manufacturing and sold the mechanics factory
in Vaasa at the end of the year. After the divestment Incap is focusing on
electronics manufacturing only. Thanks to the focus we can serve our customers
even better than before. We further can implement a management model which
promotes the growth with greatest efficiency, and we also can put more effort on
sales to drive the organic growth of our electronics factories in Kuressaare and
Tumkur.
We renegotiated in autumn the rental contract for the factory premises in
Kuressaare, so that our costs were reduced and accordingly, the profitability of
the factory is improved on long term. We also started expanding the SAP system,
which is in use in our Indian factory, to our Kuressaare factory, and after that
effort our both factories are operating on the same enterprise resource planning
platform. This will further enhance the operational efficiency among other
things in materials and sourcing.
In 2015 we will continue putting efforts on sales and new customer acquisition
as we did in the latter half of 2014. We are listening to our present customers
very carefully and develop our services constantly to meet with the changing
needs of our customers.
Our business operations are now profitable and on growth track. This offers us
more alternatives also in financing, where we are still facing challenges when
ensuring the sufficiency of working capital.
Our company now runs two state-of-the-art electronics factories, both of them
having highly committed and professional employees. We trust that we can provide
a very competitive, high-quality and flexible service offering both to our
present and new customers."
Business environment in 2014
The business environment of Incap Group continued challenging. The on-going
recession in Europe caused uncertainty in the market and kept the demand in low
level. The competition in global markets continued fierce.
There were no elementary changes in general cost level in countries where Incap
has operations. The component market worldwide remained rather steady in 2014.
Incap Group's revenue and earnings in July-December 2014, continuing operations
Revenue for the second half of the year amounted to EUR 10.3 million, down
approximately 12% year-on-year (7-12/2013: EUR 11.7 million) and approximately
27% higher than in the first half of the year (1-6/2014: EUR 8.2 million). The
revenue decreased from previous year as a result of weakened demand for the
services of the company's factory in Estonia. The revenue in the second half of
the year increased in the Indian factory.
The operating profit (EBIT) for the second half of the year amounted to EUR 1.2
million, showing a remarkable improvement when compared with the corresponding
period in 2013 (EUR -3.9 million) and the first half of the year (EUR -0.1
million).
Incap Group's revenue and earnings in 2014, continued operations
Revenue for the financial period amounted to approximately EUR 18.5 million,
down approximately 28% year-on-year (1-12/2013: EUR 25.8 million). The decrease
in revenue was a result of decreased manufacturing volumes especially in the
company's factory in Estonia. The arrangement - adopted already in 2013 - in
which some customers purchase the materials for production also contributed to
the decrease in revenue in Estonia, because the materials were no longer
included in the revenue with these customers.
The revenue in the Indian operations decreased year-on-year by 6% and amounted
to approximately EUR 15.8 million (EUR 17.0 million). The operating profit
(EBIT), however, increased from previous year amounting to approximately EUR
2.1 million (EUR 1.9 million).
Despite of the decrease in revenue, the profitability of Incap Group was
improved clearly and the full-year operating profit (EBIT) was in the black
figures, amounting to approximately EUR 1.1 million (EUR -6.2 million).
Approximately EUR 0.5 million of the operating profit was non-recurring items
connected with the dissolution of provision for rents in the Kuressaare factory.
In the comparison period 2013, the profit included a total of EUR 2.7 million of
provisions and write-offs.
The operational result improved remarkably thanks to the measures aimed at
increased cost efficiency. Significant personnel cuts were implemented in
Estonia and Finland, the offices in Tallinn and Helsinki were closed down and
other fixed costs were trimmed as well.
In December 2014, the company sold the business operations in its mechanics
factory in Vaasa to the local management and the operations were transferred to
the buyer on 31 December 2014. The personnel of the factory - a total of 58
persons - were transferred over to the buyer as old employees. Information on
the discontinued operations is given in the section "Information on discontinued
operations".
Incap renegotiated in the financial period the rental contract for the factory
premises in Kuressaare. The remaining provision for the rents for the premises
in Kuressaare, amounting to approximately EUR 0.5 million, was released in the
result for the year 2014. The new rental contract decreases the company's costs
and improves thereby the profitability in long term. The new contract became
valid in December 2014 and continues until October 2019. The continuation of the
rental contract was supported by the positive outlook and increasing
manufacturing volumes in the Kuressaare factory.
Personnel expenses in the reporting period amounted to approximately EUR 2.8
million, down by approximately 56% year-on-year (EUR 6.5 million). Fixed costs
decreased by approximately 70% year-on-year. The value of inventories decreased
by approximately EUR 0.9 million compared with the year-end 2013.
Net financial expenses amounted to EUR 0.7 million (EUR 2.1 million). The
financial expenses in the comparison period were increased by the costs of share
issues and extensive financing arrangement.
Depreciation amounted to a total of EUR 0.3 million (EUR 1.0 million). Out of
the depreciation in the comparison period EUR 0.4 million were due to the
impairment loss for Vuokatti property.
Net profit for the period was EUR 0.2 million (loss EUR -8.8 million). Earnings
per share were EUR 0.00 (EUR -0.15).
| | |
COMPARISON |Continuing operations| Continuing and discontinued |
BY REPORT PERIOD | | together |
| | |
-------------------------+---------+-----------+---------+---------------------+
|1-12/2014| 1-12/2013|1-12/2014| 1-12/2013|
(1,000 euros) | | | | |
-------------------------+---------+-----------+---------+---------------------+
Revenue | 18,499| 25,772| 24,185| 36,757|
-------------------------+---------+-----------+---------+---------------------+
| | | | |
Operating profit/loss | 1,061| -6,154| 1,457| -5,859|
(EBIT) | | | | |
-------------------------+---------+-----------+---------+---------------------+
| | | | |
Profit/loss for the | 151| -8,822| 547| -8,527|
period | | | | |
-------------------------+---------+-----------+---------+---------------------+
| 0.00| -0.15| 0.01| -0.14|
Earnings per share, EUR | | | | |
COMPARISON | Continuing operations |
BY 6-MONTH PERIOD | |
------------------------------+--------+---------+--------+---------+
|1-6/2014|7-12/2014|1-6/2013|7-12/2013
(1,000 euros) | | | |
------------------------------+--------+---------+--------+----------
Revenue | 8,154| 10,344| 14,028| 11,744
------------------------------+--------+---------+--------+----------
| | | |
Operating profit/loss (EBIT)| -143| 1,204| -2,269| -3,885
| | | |
------------------------------+--------+---------+--------+----------
| -637| 788| -3,479| -5,344
Profit/loss for the period | | | |
------------------------------+--------+---------+--------+----------
Earnings per share, EUR | -0,01| 0,01| -0,16| -0,05
Information on discontinued operations
Incap sold the business operations of its mechanics factory in Vaasa to the
local management on 31December 2014. The business transaction covered the
operations in the Vaasa factory including the related fixed assets and
inventories, contracts and customer base as well as the personnel.
|
DISCONTINUED OPERATIONS | 2014
(1,000 euros, unaudited) |
------------------------------------------------------------+-----
Inventories | -682
------------------------------------------------------------+-----
Fixed assets | -257
------------------------------------------------------------+-----
Personnel debts | 400
------------------------------------------------------------+-----
Costs | -26
------------------------------------------------------------+-----
Loss in 2014 | -45
------------------------------------------------------------+-----
Assets and liabilities in total | 610
------------------------------------------------------------+-----
|
------------------------------------------------------------+-----
Receivable of the business transaction in the balance sheet|1,006
------------------------------------------------------------+-----
| 396
Result on the discontinued operations |
Measures to retain profitability
The main strategy of the Turnaround program which was launched in autumn 2013
and concluded in January 2014 was to focus on the actual core business and on
securing the deliveries to customers while at the same time streamlining the
tasks that were not creating any remarkable value-added to the customers. After
the completion of the actual Turnaround program the company focused on
stabilising its operations and financial position. In particular, the production
key areas such as delivery accuracy and quality related issues were enhanced
further.
The measures resulted in desired outcome during the spring 2014: delivery
reliability improved significantly, the efficiency of operations improved both
in manufacturing units and in support functions, and production capacity was
adjusted to the actual demand. The organisational structure was revised, the
group organisation was reduced and the manufacturing units were given full
responsibility for their own operations as well as for sales, in which
systematic efforts were launched.
The personnel reductions and other cost cuts implemented in the program have
been the most important factors behind the improvement of profitability. The
effects of the program became more visible in the latter half of the year, when
the salaries for the notice periods no longer burdened the company's cash flow.
Investments
Investments in 2014 totalled EUR 0.2 million (EUR 0.3 million), consisting of
replacement investments in the development of production in India.
Quality assurance and environmental issues
Incap Group's both factories have environmental management and quality assurance
systems certified by Det Norske Veritas. The systems are used as tools for
continuous improvement. Incap's environmental management system complies with
ISO 14001:2004, and its quality assurance system complies with ISO 9001:2008. In
addition, the Kuressaare factory has ISO 13485:2003 quality certification for
the manufacture of medical devices.
Stabilisation of the company's financial position
After having noted that the equity of the parent company in Incap Group had
decreased below half of the share capital the Board of Directors of Incap
convened the extraordinary general meeting and prepared an extraordinary
financial statement for January-June 2014. The management presented to the
extraordinary general meeting on 29 October 2014 the measures to improve
profitability and to ensure financing, liquidity and efficiency of working
capital and to enhance new customer acquisition.
The company is in constant discussion with financing parties to improve the
sufficiency of financing and to ensure the liquidity. Renegotiation of the
program for loan repayments in spring 2014 resulted in a decrease of loan
instalments by 50% during the second half of 2014. At the same time, the
covenants related to the loan repayments were alleviated and the company met the
target levels set for the year 2014.
The company's liquidity and cash flow have developed favourably in subsidiaries.
In order to improve the situation in the parent company, among others eventual
means to repatriate profits from India to the parent company are studied.
The company has further enhanced measures to win new customers, and related
efforts have proven to be successful both in India and in Europe. The Turnaround
program and continued measures to improve the profitability were reflected
positively in figures during the latter part of the year. The improvement of the
financial position strengthens the competitive edge and creates opportunities to
increase the revenue.
Potential merger of Incap Corporation and Inission AB
Even though Inission AB did not use its option for the merger of operations of
Incap and Inission by the end of 2013, it informed in January 2014 the Board of
Directors that it still is interested in the consolidation. The Board of
Directors of Incap then started evaluating the strategic alternatives for
further development of the company's operations. For the assessment of potential
strategic alliances Incap's Board of Directors engaged an investment bank as its
advisor.
Inission AB's public tender offer on Incap shares
Inission AB acquired on 11 December 2014 a total of 4,522,948 Incap shares, and
thereby its holdings in Incap increased from 28,500,000 shares to 33,022,948
shares. The holding represented approximately 30.27% of all Incap shares and
votes, and thereby Inission became obliged to make a mandatory public tender
offer for all other Incap shares and securities entitling to shares in line with
the Securities Market Act, Chapter 11, Section 19. Inission further acquired on
22 December 2014 from Varma Mutual Pension Insurance 7,684,615 Incap shares, and
after that Inission held a total of 40,707,564 shares, i.e. 37.31% of all shares
and votes in Incap.
Inission published on 23 December 2014 a release concerning its mandatory public
tender offer. The price offered in the tender offer was EUR 0.03 in cash for
each Incap share, for which the tender offer is validly accepted. The acceptance
period of the tender offer started on 7 January 2015 at 9.30 and ended on 30
January 2015 at 4 pm. Inission published the offer document on 2 January 2015.
After the end of the financial period on 16 January 2015 the Board of Directors
of Incap announced in their statement according to Securities Market Act,
Chapter 11, Section 13 that the price offered in the tender offer, i.e. EUR
0.03, is too low when taking into account the current share price of the
company, the outlook for future of Incap and the Fairness Opinion by UB Capital
Oy, and therefore, the tender offer is not fair from the perspective of the
shareholders of the company. Based on this, the members of the Board of
Directors of Incap who participated in the decision-making recommended
unanimously the refusal of the tender offer.
The result of Inission AB's mandatory public tender offer was announced on 3
February 2015 when Inission informed that based on the trades in the tender
offer its holding had increased by 3.54% to a total of 40.85% of all shares and
votes of Incap. At the date of this financial statement release Inission AB
holds 44,573,010 shares.
Balance sheet, financing and cash flow
The balance sheet total on 31 December 2015 stood at EUR 14.4 million (EUR 15.8
million). The Group's equity at the close of the financial period was EUR 1.4
million (EUR 0.5 million). The parent company's equity totalled EUR 8.0 million,
representing 39% of the share capital (EUR 10.6 million, 52%). The Group's
equity ratio was 9.9 % (3.4%).
Liabilities decreased to EUR 12.7 million compared with previous year (EUR 15.2
million), of which EUR 9.3 million (EUR 9.7 million) were interest-bearing
liabilities.
Interest-bearing net liabilities decreased from the comparison period and were
EUR 7.5 million (EUR 8.3 million), and the gearing ratio was 524% (1,560%).
| |
INTEREST-BEARING LIABILITIES | 31.12.2014|31.12.2013
(1,000 euros) | |
---------------------------------------------------+-----------+----------
| |
---------------------------------------------------+-----------+----------
Non-current financial liabilities measured at amortised cost
---------------------------------------------------+-----------+----------
Other liabilities | 256| 2,054
---------------------------------------------------+-----------+----------
| 256| 2,054
---------------------------------------------------+-----------+----------
| |
---------------------------------------------------+-----------+----------
Current financial liabilities measured at amortised cost
---------------------------------------------------+-----------+----------
Bank loans | 6,955| 7,290
---------------------------------------------------+-----------+----------
Loan from OP Bank (previous convertible loan 2007)| 239| 479
---------------------------------------------------+-----------+----------
Other liabilities | 1,899| 0
---------------------------------------------------+-----------+----------
Finance lease liabilities | 0| 28
---------------------------------------------------+-----------+----------
| 9,093| 7,797
---------------------------------------------------+-----------+----------
| |
---------------------------------------------------+-----------+----------
Interest-bearing liabilities, total | 9,349| 9,851
Approximately EUR 3.2 million of current financial liabilities concerns the
Indian subsidiary. Factoring financing used by the parent company in Finland and
Estonia is part of current liabilities. Other bank loans are included in current
financial liabilities on the basis of the loan period.
Of the loans from credit institutions, EUR 5.7 million has been granted by a
Finnish bank as bank loans and lines of credit in use. In order to secure the
increasing purchases of components the company's credit line has been increased
during the financial period by EUR 0.5 million. The credit line has been
guaranteed by the shares of the Indian subsidiary owned by Incap Corporation.
For the Estonian subsidiary, a separate credit line was opened in an Estonian
bank during the financial period, and EUR 0.2 million of it was in use on 31
December 2014. Of the Finnish bank's credit line and factoring credit line, EUR
2.0 million was in use on 31 December 2014. For operations in India and Estonia,
the balances of bank loans and credit line totalled EUR 3.2 million, which
includes Finnfund's investment of EUR 1.9 million in Incap's operations in
India.
Of the OP Bank loan (previous convertible loan 2007), EUR 0.2 million was repaid
on 30 June 2014. The rest of the loan, i.e. EUR 0.2 million, will expire on 30
June 2015.
At the end of the financial period, EUR 6.3 million of the loans were
guaranteed, and the rest were unguaranteed. The securities for these loans are
the EUR 12.1 million mortgages on company assets and a EUR 2.3 million mortgage
on the production facilities in India.
The company renegotiated in April 2014 the instalments of loans and the related
covenants. As a result of the negotiations, the loan instalments to be paid
during the latter half of the year 2014 were decreased to 50% of the previous
instalments. Also the covenants of the loans, credit line and factoring credit
line were alleviated to include only EBITDA for the preceding six months. The
company met the covenants in both reviews, i.e. on 30 June 2014 and on 31
December 2014. The target level of EBITDA at year end was approximately EUR 0.6
million while the actual was EUR 1.8 million.
After the end of the financial period the company agreed with the bank upon new
conditions and instalments. The covenants of the loans include EBITDA and equity
ratio, and their status is reviewed every six months until 30 June 2018. The
first review will take place on 30 June 2015, when the target level of EBITDA is
EUR 0.5 million and of equity ratio 7.5%. EBITDA is calculated for the rolling
12 months except in the first review for the preceding 6 months. One condition
for the new instalment schedule is that the company will have a share issue
strengthening the equity. The bank has the right to terminate the contracts
within a notice period of 45 days should the covenants not be met.
Incap's payment arrangement with the Finnish Tax Administration was concluded in
accordance with the contract in August 2014. At the same time the company agreed
on a new payment arrangement of EUR 0.3 million. According to the new
arrangement the company is reducing the tax liabilities by at least EUR 20,500
monthly until February 2016. On 31 December 2014, the total amount of tax
liabilities within the scope of this arrangement was EUR 0.3 million. According
to the provisions of the agreement, if an instalment is late, the Finnish Tax
Administration has the right to terminate the agreement with immediate effect.
The investment of Finnfund made in the year 2009 does not involve any specific
covenants. As to the loans granted by the Indian bank the company has committed
to follow ordinary covenants and the bank's general loan conditions.
INSTALMENTS AND INTERESTS OF LOANS (1,000 euros)
-------------------+-----------+---------+-----------------
|Instalments|Interests|31 Dec 2014 Total
-------------------+-----------+---------+-----------------
Less than 6 months| -3,639| -101| -3,740
-------------------+-----------+---------+-----------------
6-12 months | -2,727| -403| -3,130
-------------------+-----------+---------+-----------------
1-5 years | -2,984| -127| -3,111
-------------------+-----------+---------+-----------------
More than 5 years | 0| 0| 0
-------------------+-----------+---------+-----------------
| -9,349| -631| -9,981
On 31 December 2014, confirmed losses for which no deferred tax asset was
recognised amounted to EUR 5.9 million. The confirmed tax losses will expire
during years 2015-2024.
The equity of the Estonian subsidiary was strengthened by EUR 1 million by
converting the parent company's non-current receivables to the share capital of
the subsidiary. At the same time, EUR 1 million was written off in the value of
the subsidiary's shares in the parent company.
The inventory value decreased during the financial period from EUR 4.3 million
at the beginning of the year to EUR 3.4 million. The decrease was connected with
the sale of the inventory in the Vaasa factory.
The Group's quick ratio was 0.6 (0.6), and the current ratio was 0.9 (0.9).
Cash flow from operations was negative EUR 0.7 million (negative EUR 0.3
million). On 31 December 2014, the Group's cash and cash equivalents totalled
EUR 1.9 million (EUR 1.5 million). The change in cash and cash equivalents
showed an increase of EUR 0.2 million (an increase of EUR 0.7 million).
Aspects related to the Group's cash flow, financing and liquidity are also
described in the section "Short-term risks and factors of uncertainty concerning
operations".
Personnel
At the end of 2014, Incap Group had a payroll of 423 employees (469). 89% (66%)
of the personnel worked in India, 9% (15%) in Estonia and 2% (19%) in Finland.
The number of personnel declined by approximately 100 persons in Estonia and in
Finland, whereas the number of personnel increased by 70 in India.
At the end of the financial year, on 31 December 2014, the number of personnel
declined by 58 when the personnel of the Vaasa mechanics factory was transferred
over to the employment of the new owner.
At the end of the year, 68 of Incap's employees were women (105) and 355 were
men (364). Permanently employed staff totalled 167 (279) and the number of
fixed-term employment contracts at the end of the period was 204 (190). The
company had 52 part-time employment contracts at the end of the period (1). The
average age of the personnel was 36 years (33).
Management and organisation
Until 22 June 2014, the duties of CEO of Incap were carried out by Fredrik
Berghel (M.Sc. Eng., born 1967), who was appointed to the position on 20
September 2013. As from 23 June 2014, Ville Vuori (B.Sc. Eng., eMBA, born 1973)
was appointed as the new President and CEO. Ville Vuori has previously been
employed by Kumera Drives Oy and Skyhow Ltd. as Managing Director and ABB Group
in several managerial positions. Fredrik Berghel continued as a member of the
Board of Directors.
As a part of the Turnaround program, a change in organisational structure was
implemented and responsibilities were transferred over to local entities in
factories. Group functions were reduced strongly and at the end of the financial
year, the management team of the company consisted of Ville Vuori, President and
CEO, Kirsti Parvi, CFO and Murthy Munipalli, head of Indian operations.
Annual General Meeting 2014
The Annual General Meeting of Incap Corporation was held in Helsinki on 10 April
2014. A total of 21 shareholders participated in the meeting, representing
approximately 61% of all shares and votes. The Annual General Meeting adopted
the financial statements for the financial period ended 31 December 2013 and
decided, in accordance with the proposal of the Board of Directors, that no
dividend be distributed for the financial period and that the loss for the
financial period (EUR 6,979,595.95) be recognised in equity. The Annual General
Meeting discharged the members of the Board of Directors and the President and
CEO from liability.
Extraordinary General Meeting
Incap Corporation's Extraordinary General Meeting was held on 29 October 2014. A
total of 13 shareholders participated in the meeting, representing a total of
28.3% of all shares and votes.
The Extraordinary General Meeting was convened to consider the financial
position of the company according to the Limited Liability Companies Act,
chapter 20, section 23, paragraph 3, because the equity of Incap Group's parent
company had decreased to less than one half of the share capital,
The extraordinary financial statement of Incap Group and the report of the Board
of Directors for the period from 1 January to 30 June 2014 as well as the
actions to improve the financial position of the company were presented to the
Extraordinary General Meeting. The management of the company informed that it
will continue with the already started measures to improve profitability, to
ensure the financing and liquidity as well as the sufficiency of working
capital, and to develop the new customer acquisition.
Authorisation of the Board of Directors
In the beginning of the financial year the Board of Directors had unused
authorisation for a total of 220,544,426 shares given in the Annual General
Meeting in 2013. The Board did not exercise the authorisation, which became void
in the Annual General Meeting on 10 April 2014.
Board of Directors and Auditor
The Annual General Meeting held on 10 April 2014 re-elected Fredrik Berghel,
Raimo Helasmäki, Olle Hulteberg, Susanna Miekk-oja and Lassi Noponen as members
of the Board of Directors. From among its members, the Board elected Lassi
Noponen to the Chairman of the Board.
The Board convened 27 times in 2014 and the average attendance rate of Board
members was 88.1 %.
The firm of independent accountants Ernst & Young Oy acted as the company's
auditor, with Jari Karppinen, Authorised Public Accountant, as the principal
auditor.
Report on Corporate Governance
Incap will release a report on the company's corporate governance in compliance
with the Securities Market Act as a separate document in connection with the
publication of the Report of the Board of Directors and the Annual Report in
week 11/2015.
Shares and shareholders
Incap Corporation has one series of shares, and the number of shares at the end
of the period was 109,114,035 (31 December 2013: 109,114,035).
During the financial period, the share price varied between EUR 0.04 and 0.11
(EUR 0.10 and 0.25). The closing price for the period was EUR 0.06 (EUR 0.11).
The trading volume during the financial period was 40,584,525 shares, or 37.2%
of outstanding shares (7,065,282 shares, or 6.5% of outstanding shares). The
market capitalisation on 31 December 2014 was EUR 6.5 million (EUR 12.0
million). At the end of financial period, Incap had 1,634 shareholders (1,409).
Nominee-registered or foreign owners held 26.3% (27.3%) of all shares. The
company does not hold any of its own shares. | |
LARGEST SHAREHOLDERS |Shares, pcs|Holding, %
on 31 December 2014 | |
----------------------------------------------------+-----------+----------
Inission AB (nominee-registered and directly owned)| 40,707,563| 37.3
----------------------------------------------------+-----------+----------
Oy Etra Invest Ab | 16,934,547| 15.5
----------------------------------------------------+-----------+----------
Ilmarinen Mutual Pension Insurance Company | 8,307,692| 7.6
----------------------------------------------------+-----------+----------
Onvest Oy | 5,197,286| 4.8
----------------------------------------------------+-----------+----------
Nordea Bank Finland Plc | 3,761,400| 3.4
----------------------------------------------------+-----------+----------
Laurila Kalevi | 2,735,429| 2.5
----------------------------------------------------+-----------+----------
JMC Finance Oy | 2,402,286| 2.2
----------------------------------------------------+-----------+----------
Mandatum Life Unit-linked | 1,800,000| 1.6
----------------------------------------------------+-----------+----------
Hallqvist AB | 1,584,264| 1.5
----------------------------------------------------+-----------+----------
Sundholm Göran | 1,400,000| 1.3
After the end of the financial period, the holding of Inission AB increased as
the result of a public tender offer to 44,573,010 shares, i.e. to approximately
40.85% of all shares and votes.
At the end of the financial period 2014, the members of Incap Corporations's
Board of Directors and the President and CEO and their interest parties owned a
total of 41,552,421 shares or approximately 38.1 % of the company's shares
outstanding.
Share-based incentive system 2009
The option scheme implemented in 2009 closed on 31 January 2014 when the
subscription period ended. No options were used for the subscription of shares.
At the end of the financial period Incap Group had no share-based incentive
systems.
Announcements in accordance with Section 10 of Chapter 9 of the Securities
Market Act on a change in holdings
On 22 January 2014 Oy Ingman Finance Ab's holding in Incap shares and votes
decreased to 5,441,725 shares or to 4.99%.
On 24 January 2014, Finnvera Plc's holding in Incap shares and votes decreased
to 5,434,045 shares or to 4.98%.
After Inission AB had announced the tender offer concerning Incap Corporation's
shares, Varma Mutual Pension Insurance Company informed on 12 December 2014 that
in case of the realisation of the tender offer, its holding of Incap
Corporation's shares and votes would decline below 1/20 and Varma would no
longer own any shares of Incap. Varma had on 5 December 2014 given Inission a
preliminary consent to accept the tender offer as to the shares of Incap in its
possession. The holding of Varma at that time was 7,684,615 shares and votes,
i.e. 7.04% of all shares and voting rights.
On 22 December 2014 Varma Mutual Pension Insurance Company informed to have sold
all the shares of Incap in its possession to Inission AB, in accordance with its
preliminary commitment, and after that Varma holds no shares in Incap.
As a result of the very same trade, the holding of Inission AB in Incap
Corporation increased to 40,707,563 shares, representing approximately 37.31% of
all shares and votes of Incap. The previous holding of Inission AB was
33,022,948 shares, i.e. approximately 30.27%.
After the end of the financial period Inission AB informed that based on the
mandatory public tender offer its holding had increased by 3.54% to 40.85% of
all shares and votes of Incap. At the date of the financial statement release
Inission AB holds 44,573,010 shares.
Risk management
The Risk Management Policy approved by the Incap Board classifies risks as risks
connected to the operating environment, operational risks and damage and funding
risks. Risk management at Incap is mainly focused on risks that threaten the
company's business objectives and continuity of operations. In order to improve
its business opportunities, Incap is willing to take on managed risks within the
scope of the Group's risk management capabilities. Incap regularly reviews its
insurance policies as part of its risk management system.
Short-term risks and factors of uncertainty concerning operations
General risks related to the company's business operations and sector include
the development of customer demand, price competition in contract manufacturing,
successful acquisition of new customers, availability and price development of
raw material and components, sufficiency of funding, liquidity and exchange rate
fluctuations. Of these, the most significant risks at the moment are the
development of revenue, liquidity and sufficiency of funding.
Based on the cash flow estimate prepared in connection with the financial
statement, Incap estimates that the company's working capital will not cover the
requirement for the next 12 months. According to the company's estimate,
approximately EUR 1.5-2 million of additional working capital is needed and the
need for working capital concerns the company's European functions. However, the
working capital will be sufficient for the next 12 months if the following
criteria are met:
* Repatriation of profits from India to the parent company succeeds as planned
and/or
* The company succeeds in acquiring new customers and the company's cash flow
from operations develops positively and/or
* The intended share issue is realised according to plan.
After the end of the financial period in February 2015 the company has agreed
with the bank upon new conditions and instalments of the loans. The covenants
include EBITDA and equity, which will be reviewed from 30 June 2015 onwards
every six months until 30 June 2018. One condition for the new instalment
schedule is that the company strengthens its equity by a share issue.
Incap's management is confident that the cash flow from operations will develop
positively and that the share issue is realised in the way that the company is
able to fulfil its obligations.
The parent company's equity at the end of the financial period 2014 is
approximately EUR 8.0 million or 38.8% of share capital.
The value of the shares in subsidiaries in the parent group has a significant
impact on the parent company's equity and therefore on, for example, equity
ratio. In connection with the financial statement for 2013 the value of the
shares of the Estonian subsidiary was decreased by approximately EUR 4.0
million. The equity of the Estonian subsidiary has in 2014 been strengthened by
EUR 1 million by converting the parent company's non-current receivables to the
share capital of the subsidiary. In the parent company, the corresponding value
(EUR 1.0 million) has been written off since according to the evaluation of the
Board of Directors and the management the income from subsidiary's shares will
probably be lower than the acquisition cost after conversion in the future.
Therefore, there is an element of uncertainty associated with the value of the
subsidiary's shares due to its unprofitability in the past. The business
development of the Indian subsidiary has been favourable and there are no
indications of impairment of its shares.
Demand for Incap's services and the company's financial position are affected by
global economic trends and the fluctuation among Incap's customer industries. In
2015, the business environment is estimated to continue challenging, but the
general financial development is estimated to have no remarkable negative effect
on the demand or the solvency of the company's customers. The customer
relationship management is of utmost importance in a challenging market
situation and the management is paying special attention to this.
The company's sales are spread over several customer sectors balancing out the
impact of the economic fluctuation in different industrial sectors. In 2014, the
largest single customer's share of the Group revenue was 42%.
The company's operating segment, contract manufacturing, is highly competitive
and there are major pressures on cost level management. The company has
succeeded in increasing the efficiency of its operations and in lowering the
costs remarkably during 2013 and 2014. Furthermore, the company's production is
located in countries with competitive levels of wage and general costs.
Events after the end of the period
Incap announced on 9 January 2015 that the business transaction of Incap
Corporation's factory in Vaasa had been completed and that the sales price has
been paid to the company. Due to a change in inventory value in December the
final sales price was determined to slightly more than EUR 1 million
Referring to the mandatory public tender offer of Inission AB Incap announced on
2 January 2015 that Inission AB had published the tender offer document. On 16
January 2015 Incap Corporation's Boards of Directors announced as its statement
that according to the opinion of the Board the price offered in the tender
offer, i.e. EUR 0.03, is too low when taking into account the current share
price of the company, the outlook for future of Incap and the enclosed Fairness
Opinion by UB Capital Oy, and therefore, the tender offer is not fair from the
perspective of the shareholders of the company.
Incap announced the preliminary result of the tender offer on 2 February 2015
and the final result on 4 February 2015. As a result of the tender offer,
Inission AB's holdings increased to 40.85% of all shares and votes of Incap, and
Inission AB today is holding a total of 44,573,010 shares.
After the end of the financial period in February 2015 the company agreed with
the bank upon new conditions and instalments. The covenants of the loans include
EBITDA and equity ratio, and their status is reviewed every six months starting
on 30 June 2015 and ending on 30 June 2018.
Strategy and targets
In 2015 Incap will focus on increasing the revenue and improving the operational
efficiency further.
In line with focusing operations and divesting mechanics operations the
company's core business is the contract manufacturing of electronics and the
related assembly. The company has an explicit peer group, EMS, which is
enhancing the company's brand and communication with stakeholders like customers
and investors.
Incap has factories with state-of-the-art technology in Estonia and in India,
i.e. in countries with competitive cost structure. The operations in both
factories are on high-class level as to quality and have been approved by
globally operating, well-known customers. In 2015, the factories will have a
common enterprise resource planning platform, enabling synergies and efficient
operations between the factories. The choice of manufacturing location and
eventual transfer of production from a factory to another is for the customer
even easier than before.
As to material sourcing and procurement, Incap relies on the sourcing office in
Hong Kong, which is ideally located near the component sources in Asia enabling
competitive price levels in raw materials.
Increasing the revenue by enhancing the sales and marketing is one of the most
important targets in 2015. The financial uncertainty and difficult financing
position of the company have weakened the customer relationships during the past
years. The focus on providing good service for the customers in production has
made it possible to regain the customers' trust. Also the new customer
acquisition is proceeding well. The order intake both in Estonia and in India
has increased and the revenue is expected to develop favourably.
Incap has implemented a significant streamlining of its operations during the
years 2013 and 2014. The corporate functions have been reduced strongly and the
number of locations has been reduced to three. The very core of the operations
is near the customers, in factories acting as independent costs centres. Low
overall costs enable profitable operations and competitive edge.
The Board of Directors has since the beginning of 2014 assessed the strategic
alternatives for further development of the company. Evaluation of potential
strategic alliances continues. Today, after the financial situation has improved
Incap is better positioned to negotiate on eventual alliances thereby ensuring
the interests of all shareholders of the company.
Outlook for 2015
Incap's estimates for future business development are based both on its
customers' forecasts and on the company's own assessments.
Due to the general economic uncertainty it is very hard to estimate the
development of customer demand. Many customers are indicating growth in demand
in 2015 but give reservations regarding their own volumes.
The electronics manufacturing volumes in Incap's factory in Kuressaare have
grown steadily during the past six months. The development in Indian operations
has been strong. Incap believes that the targets published by the Indian
government for the improvement of enterprises' operational environment will
support Incap's growth targets on local markets.
The difficult financial situation of the company during the past years has
challenged the continuity of customer relationships. Now when the situation has
been stabilised and the operations are focused after the structural changes, the
company has received positive feedback from customers and trusts that their
confidence has recovered and will strengthen further. Thanks to the improved
efficiency the profitability of the company is estimated to improve further in
2015.
The Group's revenue and operating profit (EBIT) in 2015 are estimated to be
higher than in 2014, when the revenue was EUR 18.5 million and the operating
profit (EBIT) EUR 1.1 million.
Board of Directors' proposal on measures related to the result
The parent company's loss for the financial period totalled EUR 2,677,306.56.
The Board of Directors will propose to the Annual General Meeting on 31 March
2015 that no dividend be paid and the result for the financial period be
recognised in equity.
Annual General Meeting 2015
The Annual General Meeting will be held on Tuesday, 31 March 2015 at 3 pm. at
BANK, Unioninkatu 20, 00130 Helsinki. Notice to the Annual General Meeting will
be given on 9 March 2015.
Publication of the annual report 2014
The annual report of Incap Group including the Report of the Board of Directors
and the Auditor's report for 2014 will be published during week 11 at Incap's
website www.incap.fi.
Financial reporting of Incap in 2015
Incap will publish Interim Management Statements on Tuesday, 12 May 2015 for the
period 1 January-12 May 2015 and on Thursday, 12 November 2015 for the period 1
January-12 November 2015. The Interim Report in comply with IAS 34 for January-
June 2015 will be published on Thursday, 6 August 2015.
In Helsinki, 18 February 2015
INCAP CORPORATION
Board of Directors
For additional information, please contact:
Ville Vuori, President and CEO, tel. +358 400 369 438
Kirsti Parvi, CFO, tel. +358 50 517 4569
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
The company's home page www.incap.fi
ANNEXES
1 Consolidated Statement of Comprehensive Income
2 Consolidated Balance Sheet
3 Consolidated Cash Flow Statement
4 Consolidated Statement of Changes in Equity
5 Group Key Figures and Contingent Liabilities
6 Quarterly Key Figures
7 Calculations of Key Figures
INCAP IN BRIEF
Incap Corporation is an international contract manufacturer whose comprehensive
services cover the entire life-cycle of electromechanical products from design
and sourcing to actual manufacture and further to maintenance services. Incap's
customers are leading suppliers of high-technology equipment in their own
business segments, and Incap increases their competitiveness as a strategic
partner. Incap has operations in Finland, Estonia, India and China. The Group's
revenue in 2014 amounted to approximately EUR 18.5 million, and the company
currently employs approximately 420 people. Incap's share is listed on the
NASDAQ OMX Helsinki Ltd. since 1997. Additional information: www.incap.fi
Annex 1
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (IFRS), CONTINUING OPERATIONS
-------------------------------------------------------------------------------
(1,000 euros, unaudited)
1-12/2014 Change, % 1-12/2013 7-12/2014 7-12/2013
-------------------------------------------------------------------------------
REVENUE 18,499 28 25,772 10,345 11,744
Work performed by the 0 0 0 0
enterprise and capitalised
Change in inventories of -159 -85 -1,047 -73 -635
finished goods
Other operating income 280 354 62 31 23
Raw materials and 12,665 -29 17,715 7,019 8,322
consumables used
Personnel expenses 2,841 -56 6,456 1,340 3,369
Depreciation, amortisation 314 -69 1,016 162 187
and impairment losses
Other operating expenses 1,738 -70 5,754 578 3,140
OPERATING PROFIT/LOSS 1,061 117 -6,154 1,205 -3,885
Financing income and -747 -65 -2,108 -254 -1,074
expenses
PROFIT/LOSS BEFORE TAX 314 104 -8,262 951 -4,959
Income tax expenses -163 -71 -560 -163 -384
PROFIT/LOSS FOR THE PERIOD 151 -102 -8,822 788 -5,344
Earnnings per share 0.00 -0.15 0.01 -0.09
Options have no dilutative effect in 2013 and 2014
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME 1-12/ Change, % 1-12/ 7-12/ 7.-12/
2014 2013 2014 2013
-------------------------------------------------------------------------------
PROFIT/LOSS FOR THE PERIOD, CONTINUING 151 102 -8,822 788 -5,344
OPERATIONS
PROFIT/LOSS FOR DISCONTINUED OPERATIONS 396 34 295 332 -127
PROFIT/LOSS FOR THE PERIOD 548 -106 -8,526 1,120 -5,471
OTHER COMPREHENSIVE INCOME:
Items that may be recognised in profit
or loss at a later date:
Translation differences from foreign 370 -209 -341 248 -147
units
Other comprehensive income, net 370 -209 -341 248 -147
TOTAL COMPREHENSIVE INCOME 917 -110 -8,867 1,368 -5,618
Attributable to:
Shareholders of the parent company 917 -110 -8,867 1,120 -5,491
Non-controlling interest 0 0 0 0 0
-------------------------------------------------------------------------------
Annex 2
CONSOLIDATED BALANCE SHEET (IFRS), CONTINUING OPERATIONS
-------------------------------------------------------------------------------
(EUR thousands, unaudited) 31 December 2014 Change, % 31 December 2013
-------------------------------------------------------------------------------
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 1,519 -15 1,791
Goodwill 910 5 866
Other intangible assets 56 -30 80
Other financial assets 174 -44 311
Deferred tax assets 0 0 0
Other receivables 906 30 699
TOTAL NON-CURRENT ASSETS 3,565 -5 3,746
CURRENT ASSETS
Inventories 3,371 -22 4,304
Trade and other receivables 5,585 -10 6,225
Cash and cash equivalents 1,873 24 1,507
TOTAL CURRENT ASSETS 10,829 -10 12,036
Non-current assets held-for-sale 0 0 0
TOTAL ASSETS 14,394 -9 15,782
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE PARENT COMPANY
Share capital 20,487 0 20,487
Share premium account 44 0 44
Reserve for invested unrestricted 17,471 0 17,471
equity
Exchange differences -888 -29 -1,258
Retained earnings -35,687 -1 -36,209
TOTAL EQUITY 1,427 167 535
NON-CURRENT LIABILITIES
Deferred tax liabilities 0 0
Interest-bearing loans and 256 -88 2,054
borrowings
NON-CURRENT LIABILITIES 256 -88 2,054
CURRENT LIABILITIES
Trade and other payables 3,617 -33 5,397
Current interest-bearing loans and 9,093 17 7,797
borrowings
CURRENT LIABILITIES 12,710 -4 13,193
Liabilities relating to non- 0 0 0
current assets held-for-sale
LIABILITIES 12,967 -15 15,247
TOTAL EQUITY AND LIABILITIES 14 394 -9 15,782
-------------------------------------------------------------------------------
Annex 3
CONSOLIDATED CASH FLOW STATEMENT (IFRS), CONTINUING OPERATIONS
--------------------------------------------------------------------------
CONSOLIDATED CASH FLOW STATEMENT
(EUR thousands, unaudited) 1-12/2014 1-12/2013
Cash flow from operating activities
Operating profit, continuing operations 1,061 -6,153
Operating profit, discontinued operations 396 295
Operating profit, in total 1,457 -5,858
Adjustments to operating profit -528 3,581
Change in working capital -1,164 3,157
Interest paid and payments made -699 -1,195
Interest received 11 14
Paid tax and tax refund 182
Cash flow from operating activities -741 -6,159
Cash flow from investing activities
Capital expenditure on tangible and intangible assets -201 -280
Proceeds from sale of tangible and intangible assets 229 1,496
Other investments 0 0
Loans granted 0 0
Sold shares of subsidiary 0 0
Repayments of loan assets 0 0
Cash flow from investing activities 28 1,216
Cash flow from financing activities
Proceeds from share issue 0 4,282
Drawdown of loans 2,381 2,044
Repayments of borrowings -1,434 -6,438
Repayments of obligations under finance leases -26 -70
Cash flow from financing activities 920 -182
Change in cash and cash equivalents 207 -5,125
Cash and cash equivalents at beginning of period 1,507 613
Effect of changes in exchange rates 158 177
Changes in fair value (cash and cash equivalents) 0 -16
Cash and cash equivalents at end of period 1,872 -4,351
--------------------------------------------------------------------------
Annex 4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IFRS), CONTINUING OPERATIONS
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(EUR thousands,
unaudited)
-------------------------------------------------------------------------------
Share Share Reserve for Exchange Retained Total
capital premium invested differences earnings
account unrestricted
equity
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Equity at 1 20,487 44 17,471 -1,258 -36,057 687
January 2014
-------------------------------------------------------------------------------
Total
comprehensive 548 548
income
-------------------------------------------------------------------------------
Currency
translation 370 370
differences
-------------------------------------------------------------------------------
Transactions
with
shareholders
-------------------------------------------------------------------------------
Directed share 0 0
issue
-------------------------------------------------------------------------------
Imputed
financing cost 0
for share issue
-------------------------------------------------------------------------------
Transaction
costs for 0
equity
-------------------------------------------------------------------------------
Other changes -177 -177
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Equity at 31 20,487 44 17,471 -888 -35,687 1,427
December 2014
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Equity at 1 20,487 44 4,818 -917 -27,440 -3,008
January 2013
-------------------------------------------------------------------------------
Total
comprehensive -8,527 -8,527
income
-------------------------------------------------------------------------------
Currency
translation -341 -341
differences
-------------------------------------------------------------------------------
Transactions
with
shareholders
-------------------------------------------------------------------------------
Directed share 9,703 9,703
issue
-------------------------------------------------------------------------------
Imputed
financing 3,235 3,235
income of share
issue
-------------------------------------------------------------------------------
Transaction 0 0 -286 0 0 -286
cost for equity
-------------------------------------------------------------------------------
Other changes 0 0 0 0 -90 -90
-------------------------------------------------------------------------------
Equity at 31 20,487 44 17,471 -1,258 -36,057 687
December 2013
-------------------------------------------------------------------------------
Annex 5
GROUP KEY FIGURES AND CONTINGENT LIABILITIES (IFRS), CONTINUING OPERATIONS
-------------------------------------------------------------------------------
(unaudited)
31 Dec 2014 31 Dec 2013
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Revenue, EUR million 18.5 25.8
-------------------------------------------------------------------------------
Operating profit/loss, EUR million 1.1 -6.2
-------------------------------------------------------------------------------
% of revenue 6.0 -24.0
-------------------------------------------------------------------------------
Profit/loss before taxes, EUR 0.3 -8.3
million
-------------------------------------------------------------------------------
% of revenue 2.0 -32.0
-------------------------------------------------------------------------------
Return on investment (ROI), % 1) 11,2 -33.6
-------------------------------------------------------------------------------
Return on equity (ROE), % 2) 15.4 725.7
-------------------------------------------------------------------------------
Equity ratio, % 9.9 3.4
-------------------------------------------------------------------------------
Gearing, % 523.95 1,559.5
-------------------------------------------------------------------------------
Net debt, EUR million 5.5 7.7
-------------------------------------------------------------------------------
Net interest-bearing debt, EUR 7.5 8.3
million
-------------------------------------------------------------------------------
Quick ratio 0.6 0.6
-------------------------------------------------------------------------------
Current ratio 0.9 0.9
-------------------------------------------------------------------------------
Average number of shares during the 109,114,035 60,117,106
review
period, adjusted for share issues
-------------------------------------------------------------------------------
Earnings per share (EPS), EUR 0.00 -0.15
-------------------------------------------------------------------------------
Equity per share, EUR 0.01 0.00
-------------------------------------------------------------------------------
Divident per share, EUR 0 0
-------------------------------------------------------------------------------
Dividend out of profit, EUR 0 0
-------------------------------------------------------------------------------
P/E ratio 43.3 -0.7
-------------------------------------------------------------------------------
Trend in share price
-------------------------------------------------------------------------------
Minimum price during the period, 0.04 0.10
EUR
-------------------------------------------------------------------------------
Maximum price during the period, 0.11 0.25
EUR
-------------------------------------------------------------------------------
Mean price during the period, EUR 0.06 0.14
-------------------------------------------------------------------------------
Closing price at the end of the 0.06 0.11
period, EUR
-------------------------------------------------------------------------------
Total market capitalisation, EUR 6.5 12.0
million
-------------------------------------------------------------------------------
Trade volume, no. of shares 40,584,525 7,065,282
-------------------------------------------------------------------------------
Trade volume, % 37.2 6.5
-------------------------------------------------------------------------------
Investments, EUR million 0.2 0.3
-------------------------------------------------------------------------------
% of revenue 1.1 1.0
-------------------------------------------------------------------------------
Average number of employees 404 556
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CONTINGENT LIABILITIES, EUR million
-------------------------------------------------------------------------------
FOR OWN LIABILITIES
-------------------------------------------------------------------------------
Mortgages and pledges 14.5 12.7
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Off-balance sheet liabilities 4.0 3.8
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Nominal value of currency options, 0 0
EUR thousand
-------------------------------------------------------------------------------
Fair values of currency options, 0 0
EUR thousand
-------------------------------------------------------------------------------
1) In the calculation of return on investment, the financing costs include
financing income of a total of EUR 3.2, which weresubscribed in connection
with the conversion of loans in line with the IFRIC19 and IAS 39/32 standards.
2) In the calculation of return on equity, the numerator and the denominator
are negative.
-------------------------------------------------------------------------------
Annex 6
KEY FIGURES BY REPORT PERIOD (IFRS), CONTINUING OPERATIONS
-----------------------------------------------------------------
1-12/ 1-12/ 7-12/ 7-12/ 1-6/ 1-6/
2014 2013 2014 2013 2014 2013
-----------------------------------------------------------------
-----------------------------------------------------------------
Revenue,
EUR 18.5 25.8 10.3 11.7 8.2 14.0
million
-----------------------------------------------------------------
Operating
profit, 1.1 -6.2 1.2 -3.9 -0.1 -2.3
EUR million
-----------------------------------------------------------------
% of revenue 6 -24 12 -33 -2 -16
-----------------------------------------------------------------
Profit before
taxes, EUR 0.3 -8.3 1.0 -5.0 -0.6 -3.3
million
-----------------------------------------------------------------
% of revenue 2 -32 9 -42 -8 -24
-----------------------------------------------------------------
Return on
investment 11.2 -33.6 24.5 -26.5 -0.9 -28.1
(ROI), %
-----------------------------------------------------------------
Return on
equity 15.4 725.7 208.8 398.8 -412.5 156.3
(ROE), %
-----------------------------------------------------------------
Equity ratio, % 9.9 3.4 9.9 3.4 0.6 -25.8
-----------------------------------------------------------------
Gearing, % 523.9 1,559.5 523.9 1,559.5 9,831.3 -266.1
-----------------------------------------------------------------
Net debt, 5.5 7.7 5.5 7.5 7.9 16.6
EUR million
-----------------------------------------------------------------
Net interest-
bearing 7.5 8.3 7.5 8.3 8.1 15.7
debt, EUR
million
-----------------------------------------------------------------
Average number
of shares during
the 109, 60, 109, 97, 109, 22,
review period, 114,035 117,106 114,035 352,110 114,035 264,948
adjusted
for share
issues
-----------------------------------------------------------------
Earnings
per share 0.00 -0.15 0.01 -0.05 -0.01 -0.16
(EPS), EUR
-----------------------------------------------------------------
Equity
per share, 0.01 0.00 0.01 0.00 0.00 -0.30
EUR
-----------------------------------------------------------------
Investments, 0.2 0,3 0.1 0.1 0.1 0.1
EUR million
-----------------------------------------------------------------
% of revenue 1.1 1.0 1.0 1.1 1.2 1.0
-----------------------------------------------------------------
Average
number 404 556 422 542 387 570
of employees
-----------------------------------------------------------------
Annex 7
CALCULATION OF KEY FIGURES
100 x (profit/loss for the period + financial
Return on investment, % expenses)
---------------------------------------------------
equity + interest-bearing financing loans
Return on equity, % 100 x profit/loss for the period
---------------------------------------------------
average equity during the financial period
Equity ratio, % 100 x equity
---------------------------------------------------
balance sheet total - advances received
Gearing, % 100 x interest-bearing net financing loans
---------------------------------------------------
equity
Net liabilities liabilities - current assets
Quick ratio current assets
---------------------------------------------------
short-term liabilities - short-term advances
received
Current ratio current assets + inventories
---------------------------------------------------
short-term liabilities
Earnings per share net profit/loss for the period
---------------------------------------------------
average number of shares during the period,
adjusted for share issues
Equity per share equity
---------------------------------------------------
number of shares at the end of the period,
adjusted for share issues
VAT-exclusive working capital acquisitions,
Capital expenditure without deduction of investment subsidies
average of personnel numbers calculated at the end
Average number of employees of each month
closing price for the period x number of shares
Total market capitalisation available for public trading
[HUG#1895236]
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