2013-05-03 07:30:50 CEST

2013-05-03 07:31:51 CEST


REGULATED INFORMATION

English
Incap - Interim report (Q1 and Q3)

Incap Group Interim Report January-March 2013: The anticipated decrease of revenue impaired profitability


Incap Corporation
Stock Exchange Release    3 May 2013 at 8:30 a.m.

INCAP GROUP INTERIM REPORT JANUARY-MARCH 2013: THE ANTICIPATED DECREASE OF
REVENUE IMPAIRED PROFITABILITY

January-March 2013 in brief:

  * the Group's revenue was EUR 10.7 million, down by approximately 32% year-on-
    year (Jan-March 2012: EUR 16.0 million)
  * the most significant reason behind the decrease in revenue from
    corresponding period was the omission of certain well-being technology
    products from the production programme
  * as a result of the decrease in revenue, the operating result (EBIT) declined
    year-on-year and was EUR -1.4 million (EUR -0.3 million)
  * an impairment of approximately EUR 0.4 million was recorded in the
    depreciation for the period for the Vuokatti property
  * the most significant short-term risks of the company are related with the
    sufficiency of funding
  * the company reiterates its financial guidance and estimates that the Group's
    revenue in 2013 will be lower than in 2012 and its full-year operating
    result (EBIT) will be clearly positive.

The accounting principles for the interim report
This interim report has been prepared in accordance with international financial
reporting standards (IFRS) - IAS 34 Interim Financial Reporting standard. When
preparing the release, the same preparation principles have been used as in the
2012 financial statements. Unless otherwise stated, the comparison figures refer
to the same period in the previous year. The information in this interim report
is unaudited.


Sami Mykkänen, President and CEO of Incap Group:"Revenue in the first months of this year was lower than in the same period last
year and the preceding quarters in 2012. Demand and order intake especially in
energy efficiency products exceeded our ability to deliver. The growth of
revenue was hampered by the delays in deliveries due to our challenging cash
position. In order to solve the situation and ensure the deliveries to
customers, some of the responsibility for the purchase of materials was
temporarily moved to customers, which decreased revenue.

Thanks to the positive development in the order intake we have cancelled the
temporary lay-offs which were negotiated to take place among the entire
personnel in the Vaasa factory by the end of June. At this moment we estimate
that the factory will operate with full capacity at least towards the end of
summer.

Revenue of the Indian operations grew year-on-year despite the fact that
recession decreased slightly the demand for the products delivered to European
market. Profitability also continued to improve in India.

Efficiency improvement measures are well under way in all functions, and their
impact started to show towards the end of the review period. We adjusted our
operations in Finland and in Estonia to meet the decreasing revenue through
personnel reductions and the adoption of a shortened working week. In addition,
we made structural changes in the Group administration and reduced the number of
employees by 10 in January-March. Group functions are being centralised to the
Estonian office and transferred to the factories.

As authorised by the Annual General Meeting, the Board of Directors is making
preparations for a share issue in order to cover the deficit in the working
capital and secure financing for the final EUR 1 million instalment of the
convertible loan, due at the end of June."


Revenue and earnings in January-March 2013
Revenue for the first quarter amounted to EUR 10.7 million, down approximately
32% year-on-year. The decrease in revenue compared with the corresponding period
last year was mainly due to certain well-being technology products manufactured
at the Helsinki factory being omitted from the production programme in autumn
2012. Demand for energy efficiency products remained good, but the difficulties
in deliveries and the recession in Europe were hampering the accrual of revenue.

Revenue also decreased as the result of the temporary transfer of the
responsibility for the purchase of materials needed in production to some
customers. The company's challenging financial situation has complicated the
availability of materials, and with the transfer of purchasing responsibility,
the deliveries to customers can be secured. Due to difficulties in deliveries,
some revenue moved from the previous period to the review period. As all of the
backlog has not been delivered yet, some revenue will also move to the second
quarter.

The operating result (EBIT) for January-March was approximately EUR -1.4 million
(EUR -0.3 million). The result was impaired first and foremost by the decline in
revenue. The temporary transfer of the purchasing responsibility to customers
has no remarkable impact on the earnings trend.

Variable personnel expenses decreased by more than 20% year-on-year. Production
costs increased slightly due to extraordinary maintenance and labour costs
caused by breakdowns of machinery.  Fixed costs were reduced by more than 10%
from the comparison period. The impairment recorded for the Vuokatti property
decreased the operating result by EUR 0.4 million.

Measures for improving inventory turnover were continued. The value of
inventories decreased year-on-year by EUR 4.2 million and from the end of 2012
by nearly EUR 1.1 million.

Net financial expenses amounted to EUR 0.4 million (EUR 0.4 million) and
depreciation to EUR 0.6 million (EUR 0.4 million). Of depreciation, EUR 0.4
million was due to the impairment provision made for the Vuokatti property.

Net profit/loss for the period was EUR -1.9 million (EUR -0.7 million). Earnings
per share amounted to EUR -0.09 (EUR -0.04).



 Quarterly comparison           1-3/ 10-12/   7-9/   4-6/   1-3/
 (EUR thousands)                2013   2012   2012   2012   2012
----------------------------------------------------------------

 Revenue                      10,654 14,498 15,701 18,378 15,564

 Operating profit/loss (EBIT) -1,432   -628    280     13   -345

 Net profit/loss              -1,885 -4,616     44    352   -711

 Earnings per share, EUR       -0.09  -0.23   0.00   0.02  -0.04



Action plan for improved profitability
One of the most important objectives of the company in 2013 is the improvement
of profitability. The actions taken during 2011 have already resulted in a
profitability improvement of approximately EUR 1 million in 2012. By enhanced
material sourcing, closing down the Helsinki factory and centralising Group
Services to Estonia the company estimates further savings of approximately EUR
2.3 million in 2013.

Furthermore, the company has launched at the beginning of 2013 an action plan
which shall improve the operating result (EBIT) of 2013 by a total of
approximately EUR 1.8 million. The respective actions are focused on the
operations in Finland and in Estonia. Substantial actions for increased
operational efficiency were carried out in the subsidiary in India last year,
the effects of which can already be seen clearly in the earnings trend of the
subsidiary.

The measures for improving the efficiency of production will be continued in
Finland and in Estonia. Personnel number at the Vaasa factory has been reduced
by decreasing the number of persons employed via a staffing agency. At the
Kuressaare factory, it was decided that all factory personnel will work only on
four days a week during April and May. A new production control model has been
introduced at the Vaasa factory, and the rewarding system used at the factory is
also being renewed to provide more efficiency.

In order to decrease overhead expenses, the Group's organisational structure
will be streamlined. The number of employees in corporate functions in Finland
has already been decreased by half as functions are being centralised to the
factories and tasks are being transferred to Estonia and India. These actions
will result in improved efficiency in finance, sourcing and IT.

Capital expenditure
Capital expenditure for the period totalled EUR 0.04 million (EUR 0.03 million).

Quality assurance and environmental issues
All of Incap Group's plants 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 plant has ISO 13485:2003 quality certification for the
manufacture of medical devices.

Balance sheet, financing and cash flow
The balance sheet total was EUR 25.1 million (EUR 38.7 million). The Group's
equity at the close of the review period was negative, EUR -4.4 million (EUR
0.6 million). The parent company's equity capital was EUR 7.5 million, or 36% of
the share capital (EUR 11.6 million, 57%). The Group's equity ratio was
negative, -17.7% (1.6%).

Liabilities totalled EUR 29.5 million (EUR 38.1 million), of which EUR 18.3
million (EUR 25.0 million) were interest-bearing liabilities.

Interest-bearing net liabilities decreased from the comparison period and were
EUR 17.5 million (EUR 24.6 million) and the gearing ratio was -393.5%
(4,103.2%).

 Interest-bearing liabilities:


 Non-current financial liabilities measured at amortised cost          (EUR
                                                                 thousands)

 Capital loans                                                        1,050

 Convertible loan                                                     1,888

 Finance lease liabilities                                                0
---------------------------------------------------------------------------
                                                                      2,938

 Current financial liabilities measured at amortised cost

 Bank loans                                                          11,394

 Other liabilities                                                    1,899

 Convertible loans                                                    1,989

 Finance lease liabilities                                               80
---------------------------------------------------------------------------
                                                                     15,362



 Interest-bearing liabilities, total                                 18,300



Approximately EUR 3.6 million of Incap Group's current financial liabilities
concerns the Indian subsidiary. Factoring financing used by the parent company
in Finland and Estonia is part of current liabilities. Part of the 2012
convertible loan (EUR 1.9 million) and the capital loans are classified as non-
current. Other bank loans are included in current financial liabilities on the
basis of the loan period or due to the breach of covenants.

Loans from credit institutions and other loans:

                                               Balance on 31 March
 Loans from credit institutions                               2013    Review of
                                                   (EUR thousands)    covenants
-------------------------------------------------------------------------------
 Bank loan in Finland                                        5,558 30 June 2013

 Account with credit facility (< EUR 1
 million)                                                      576 30 June 2013

 Factoring limit (< EUR 8.5 million)                         3,559 30 June 2013

 Account with credit facility in India                         616

 Bank loan in India                                          1,084

 Finnfund's investment in Indian operations                  1,899

 Bank loan in Estonia                                            1
-------------------------------------------------------------------------------
 Total                                                      13,293



 Other loans
-------------------------------------------------------------------------------
 Convertible loan 2007                                         990

 Convertible loan 2012                                       2,887

 Capital loan in Finland                                     1,050

 Finance lease in Finland                                       63

 Finance lease in Estonia                                       17
-------------------------------------------------------------------------------
 Total                                                       5,007



 Total                                                      18,300


From the loans from credit institutions, EUR 9.7 million was granted by the
Finnish bank as bank loans and lines of credit in use. Of the Finnish bank's
credit line and factoring credit line, EUR 4.1 million was in use and EUR 5.4
million was unused on 31 March 2013. For operations in India and Estonia, the
balances of bank loans and credit line totalled EUR 3.6 million, which includes
Finnfund's EUR 1.9 million investment in Incap's operations in India.

Of the capital loan granted by the company's largest shareholders, EUR 0.6
million was recorded in the financial statements for 2012 and the remaining EUR
0.45 million to January 2013. The interest rate of the loan is 10%, and the loan
is due for repayment at the latest on 31 December 2015. The loan conditions
include the right to set off the eventual subscription price of shares in a
share issue arranged by the company.

The amount of the convertible loan of 2007 at the end of the period was EUR 1.0
million, which is due 30 June 2013. The convertible loan 2012 amounts to EUR
2.9 million and will mature on 25 May 2017.

 Fair values of financial assets and liabilities:



                                                  Book values
 Financial liabilities (EUR thousand)              of balance
                                                  sheet items Fair value
------------------------------------------------------------------------
 Bank loans                                            11,395     11,395

 Convertible loans                                      3,876      4,289

 Capital loans                                          1,050      1,050

 Other interest-bearing loans and borrowings            1,899      1,899

 Finance lease liabilities                                 80         87

 Trade and other non-interest-bearing payables         11,236     11,236


The fair values of financial assets do not differ from their book values.

Instalments and interests of loans:

 (EUR thousands)    Instalments Interests 31 March 2013
-------------------------------------------------------
 Less than 6 months      15,319       462        15,781

 6-12 months                 42         1            43

 1-5 years                2,938       849         3,787

 More than 5 years
-------------------------------------------------------
                         18,300     1,312        19,611


As the covenants of the Finnish bank loans are tested every six months, the
interests of loans in the above table have been calculated over a rolling period
of six months forward.

At the end of the review period, EUR 11.4 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, a EUR 1.5 million mortgage on the
production facilities in Vuokatti, Finland, and a EUR 0.7 million mortgage on
the production facilities in India.

On 30 January 2013, Incap finalised the financing negotiations with a Finnish
bank and drew down one half of the loan of EUR 1.5 million granted to the
company. The remaining loan instalment can be drawn down by 29 July 2013 after a
separate confirmation given by the bank.

During the review period, approximately EUR 14,000 of deferred tax assets have
been utilised from the consolidated balance sheet on the basis of the taxable
income accumulated by the Indian subsidiary. On 31 March 2013, confirmed tax
losses for which no deferred tax asset was recognised amounted to EUR 11.3
million.

The Group's quick ratio was 0.4 (0.4), and the current ratio was 0.7 (0.7).

Cash flow from operations was positive: EUR 2.2 million (EUR -0.2 million). On
31 March 2013, the Group's cash and cash equivalents totalled EUR 0.8 million
(EUR 0.4 million). The change in cash and cash equivalents showed an increase of
EUR 0.3 million (an increase of EUR 0.1 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 March 2013, the Incap Group had a payroll of 585 employees (725).
Some 54% (50%) of the personnel worked in India, 30% (28%) in Estonia and 16%
(22%) in Finland. The main personnel reductions took place in Finland due to the
closure of the Helsinki plant and the streamlining of Group Services.

The outcome of the co-operation negotiations at the Vaasa plant was that the
personnel of the plant can be laid off temporarily for a maximum of 90 days by
the end of June. Instead of immediate temporary lay-offs, the plant's operations
were adjusted to demand by continuing training and increasing the multi-skills
of personnel. The need for temporary lay-offs has been evaluated weekly based on
the order book. The eventual lay-offs were cancelled after the end of the review
period in April based on the increased order intake.

At the co-operation negotiations with regard to the Finnish group functions, the
company decided on the reorganisation of the Group administration. A part of the
tasks carried out in Finland will be transferred to the company's offices in
Tallinn and Bangalore, the jobs of persons working in Helsinki will be combined
and some tasks will be centralised to Incap's units in Kuressaare and Vaasa. As
a result of terminated employment contracts and natural turnover, the number of
employees in group functions in Finland has already been decreased by half.

Annual General Meeting 2013
Incap Corporation's Annual General Meeting (AGM) was held in Helsinki after the
review period on 10 April 2013. The Annual General Meeting adopted the annual
accounts for the financial period that ended on 31 December 2012. In accordance
with the proposal of the Board of Directors, the Annual General Meeting decided
that no dividend be distributed for the financial period and that the loss for
the financial period, a total of EUR 5,505,693.92, be recognised in equity.

The Annual General Meeting authorised the Board of Directors to decide during
one year after the Annual General Meeting to issue a maximum of 300,000,000 new
shares either against payment or without payment.

From previous members of the Board of Directors, Raimo Helasmäki, Matti Jaakola,
Susanna Miekk-oja and Lassi Noponen were re-elected to the Board of Directors.
Janne Laurila was elected as a new member of the Board of Directors. From among
its members, the Board elected Lassi Noponen as Chair and Matti Jaakola as
Deputy Chair. The firm of independent accountants Ernst & Young Oy was re-
elected as the company's auditor, with Jari Karppinen, Authorised Public
Accountant, as the principal auditor.

The 2012 annual report and financial statements, remuneration statement and
corporate governance statement
On 18 March 2013, Incap published its annual report and financial statements,
which include the report of the Board of Directors and the auditor's report. The
corporate governance statement, in compliance with the Securities Market Act,
was published at the same time as a separate document.

Shares and shareholders
Incap Corporation has one series of shares, and the number of shares at the end
of the period is 22,546,266. During the period, the share price varied between
EUR 0.10 and 0.25 (EUR 0.40 and 0.65). The closing price for the period was EUR
0.11 (EUR 0.46). During the review period, the trading volume was 1,977,732
shares, or 8.8% of outstanding shares (456,135, or 2.4%).

On 30 January 2013, the Board of Directors of Incap Corporation arranged a
private placement with which the company redeemed a part of the convertible loan
issued in 2007. One holder of the convertible loan was given, as compensation
for the holder's loan units, altogether 1,697,286 new shares in the company. The
imputed subscription price of the shares was EUR 0.22 per share. The new shares
equal approximately 8.1% of the total number of shares of the company before the
share issue. After the registration of the new shares, the total number of Incap
Corporation's shares and votes was 22,546,266. The new shares were taken into
trade at the NASDAQ OMX Helsinki Ltd. on 14 February 2013 together with the
other shares of the company.

At the end of the review period, Incap had 1,069 shareholders (1,053). Nominee-
registered or foreign owners held 0.6% (0.5%) of all shares. The company's
market capitalisation on 31 March 2013 was EUR 2.5 million (EUR 8.6 million).
The company does not hold any of its own shares.

The largest shareholders on 31 March 2013:

                                       No. Of     Share of
                                       shares ownership, %
                                   -----------------------
 Oy Etra Invest Ab                  4,834,547         21.4

 JMC Finance Oy                     2,402,286         10.7

 Suomen Teollisuussijoitus Oy       2,185,509          9.7

 Onvest Oy                          1,697,286          7.5

 Sundholm Göran                     1,481,113          6.6

 Laurila Kalevi Henrik              1,460,429          6.5

 Mandatum Life                      1,116,059          5.0

 Oy Ingman Finance Ab                 943,039          4.2

 Lehtonen Jussi Tapio                 300,000          1.3

 Oksanen Markku                       242,433          1.1



Announcements in accordance with Section 10 of Chapter 9 of the Securities
Market Act on a change in holdings
Following the directed share issue of Incap Corporation in January 2013, the
number of the company's shares increased and on 11 February 2013, there were the
following changes in holdings exceeding the announcement limit:

The number of shares held by Mandatum Life is 1,116,059 and their holding after
the registration of the share issue is 4.95% of all shares of the company
(before: 5.35%). The holding of Onvest Oy is 1,697,286 shares, or 7.53% of all
shares (before: 0%). Suomen Teollisuussijoitus Oy holds 2,185,509 shares, or
9.69% of all shares (before: 10.48%).

Oy Ingman Finance Ab announced that on 11 March 2013, its holding of Incap's
shares decreased to 1,081,485 shares, or 4.80% of total number of shares and
votes.

Short-term risks and factors of uncertainty concerning operations
General risks related to Incap'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.

The financial statements release and the report of the Board of Directors for
the financial period 2012 contain a thorough description of Incap's risks and
factors of uncertainty concerning operations. No essential changes have occurred
in them after the publication of these documents.

The most significant short-term risks are associated with the continuity of
operations and sufficiency of funding.

Continuity of operations

The most significant risks related to the continuity of operations are:

  * the arrangement of financing for the redemption of the convertible loan
    maturing on 30 June 2013, either through a share issue or another
    arrangement
  * the fulfilment of the conditions set by the bank for additional financing
  * the fulfilment of the covenant levels set for the continuation of loans from
    credit institutions
  * the sufficiency of the working capital
  * the execution of the actions to improve profitability and inventories
  * global economic development and its impact on the company's customers'
    market situation and demand.

Financing needed for the redemption of the 2007 convertible loan
In January 2013, Incap concluded its negotiations concerning the final
redemption of the 2007 convertible loan and redeemed out of the remaining loan
units a total of approximately EUR 1.0 million. Furthermore, a part of the loan
with respective interest, i.e. a total of EUR 0.4 million, was converted to
Incap's shares by means of a private placement to one holder of the convertible
loan. The final redemption of the 2007 convertible loan, EUR 1.0 million
including interest, will be settled by the end of June 2013.

According to the provisions of the agreement, one subscriber of the 2012
convertible loan, whose loan unit in the convertible loan is EUR 999,000, has
the right to terminate the financing agreement in case the redemption of the
2007 convertible loan has not taken place by the end of June 2013. This loan
unit of the 2012 convertible loan has been recognised in short-term loans.

Withdrawal of the second instalment of additional financing granted
In the spring 2012, Incap negotiated a financing arrangement in which the
company's Finnish financing banks renewed the maturing loans and granted
altogether EUR 2.5 million in a new loan. Of this new loan, EUR 1 million was
drawn down in July 2012 and EUR 0.75 million in January 2013. The remaining loan
instalment can be drawn down by 29 July 2013 after a separate confirmation given
by the bank.

Loan financing and covenants
At the end of the review period, Incap's loans amounted to EUR 18.3 million.

Loans, credit line and factoring credit line granted by a Finnish bank totalled
EUR 9.7 million on 31 March 2013. These loans involve the following covenants:

                        Equity ratio   Net IBD/EBITDA

 30 June 2013 onwards   at least 15%   up to 5




The covenants were not met on 31 March 2013. On this date, the company's equity
ratio was    -17.7% and net IBD/EBITDA was -146.3. The bank has the right to
terminate the agreements to expire after 60 days if any covenant is not met on
the testing date. The covenants will be tested next on 30 June 2013 and after
that every six months.

In addition to the covenants mentioned above, the EUR 1 million additional loan
withdrawn by Incap in July 2012 incorporates the bank's right to terminate the
loan in case the redemption of the 2007 convertible loan has not taken place by
the end of June 2013 as agreed.

On the basis of the forecast prepared by Incap on 19 April 2013, the covenants
mentioned above will not be met on the next testing date, 30 June 2013. The
company is continuing the negotiations with the bank in order to mitigate the
covenants and to rearrange the financing.

Payment arrangement for tax liabilities
Incap has reached an agreement with the Finnish Tax Administration on the
payment arrangement related to overdue value-added taxes, withholding taxes and
social security contributions. On 31 March 2013, the total amount of the tax
liabilities within the scope of this arrangement is approximately EUR 1.0
million, and according to the agreement, the last payment will take place in
August 2014. 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 sufficiency of the working capital
To assess its liquidity, Incap has prepared a 12-month cash flow projection for
the Group, based on its performance forecast for 2013 and the actual turnover of
its sales receivables, accounts payable and inventories. Since the profit levels
used in calculations do not reflect the actual past development, there is an
element of remarkable uncertainty associated with them. On the basis of this
cash flow projection, Incap's working capital will not cover the requirement for
the next 12 months at the time of the publication of this interim report.
According to the company's estimate, approximately EUR 4-6 million of additional
working capital is needed.


However, the company's working capital will be sufficient for the next 12 months
if the following criteria are met:

  * the share issue planned by the company and financing arrangements succeed as
    planned, so that the company obtains funds for working capital funding and
    the final redemption of the 2007 convertible loan in June 2013; and
  * the bank accepts the terms and conditions for the drawing down of the
    additional loan; and
  * the goals for the company's result and inventory turnover rate are achieved;
    and
  * the covenants for the company's loans from credit institutions are met, or,
    should the covenants not be met, the bank decides not to exercise its right
    to terminate the loan agreements.

Incap's management trusts that the share issue planned by the company will
succeed and the company will be able to redeem the convertible loan as agreed.
The strategic restructuring has been carried out as planned; the company closed
down the Helsinki plant in the summer 2012 and transferred its production to
other units. In addition, in January 2013 the company started an action plan
with the aim of achieving savings amounting to approximately EUR 1.8 million by
reorganising the company's administration and improving the efficiency of
operations significantly, among other measures. These measures and other
development projects are expected to improve profitability. In addition, the
company will continue to take measures to ensure that the goals for the
company's result and inventory turnover are achieved.

Thus, the company estimates that it will be able to cover any possible working
capital deficit and ensure that the covenants related to the financing
agreements are met. Should the covenants not be met and the financiers inform
the company that they will make use of the covenants to terminate the
agreements, the company would need to initiate negotiations on the rearrangement
of funding and on gaining new equity or debt financing.

Assets held for sale
The company owns a plant property in Vuokatti, Finland, built in 1978-2001 and
with an approximate area of 8,700 m². The property and the related loans have
been recognised as available for sale since the financial statements for 2010.
In August 2012, Incap signed a five-year lease for the property and continues
with measures aimed at selling the property. Based on the information received
in the sales negotiations the company has recorded in the depreciation for the
review period an impairment of EUR 0.4 million on the plant property in
Vuokatti.

Development of customer accounts, market situation and demand
Demand for Incap's services as well as the company's financial position are
affected by international economic trends and economic trends among Incap's
customer industries. In 2013, the business environment is estimated to develop
steadily in the sectors where Incap and its customers operate, and the general
economic uncertainty has not had - at least not yet - a particularly negative
effect on demand from or the solvency of the company's customers.

The company's sales are spread over several customer sectors, which balances out
the impact of the economic trends in different industrial sectors. In 2012, the
biggest single customer's share of the Group revenue was 17%. The company's
sector, contract manufacturing, is highly competitive, and there are major
pressures on cost level management. In the challenging market situation the
management of customer relationships is of special importance. The cost
structure has been made more flexible by distributing production activities into
several countries: Finland, Estonia and India. The focus of production
activities is in countries where wage and general cost levels are competitive.

Strategy and objectives of the company 2013
In 2013, Incap's principal objectives are to improve profitability of business
operations by enhanced operational efficiency and to improve the company's
financial situation through a share issue.

Incap's goal is to expand deliveries to existing customers to cover more
comprehensive solutions and a broader range of end products. Customer
acquisition will focus especially on design and manufacture of equipment that
improve energy efficiency, the demand of which is expected to increase strongly.


The company will strengthen the role of product design and the cooperation
networks launched with design companies will be continued. The company develops
preparedness for comprehensive design cooperation with selected customers. In
its own product design, the company will focus on equipment related to energy
production, storage and supply - an area in which the company already has a
great deal of expertise. A long-term aim is to introduce own products on the
market and into volume production and to sell them under the customer's own
brand.

The company will continue to enhance the efficiency of its operations and aims
to make use of global opportunities. Materials management is a particular
development area in future, too, as procurement function and management of
material flows are very significant for the company's profitability. By
reorganising Group Services, the efficiency of group functions will be improved
while the role of the Tallinn office in corporate control will be strengthened.

There is no need for major investments as the company estimates that, with its
present production structure, it will be able to achieve an annual revenue of up
to EUR 100 million by 2015. With the company's target customer base and product
range, it is realistic to expect an operating margin of approximately 5 to 8
percent (EBIT).

In order to ensure future growth of its business operations, the company is
actively investigating also the opportunities for business restructuring.

Outlook for 2013
Incap's estimates for future business development are based both on its
customers' forecasts and on the company's own assessments.

Incap reiterates its financial guidance given on 10 April 2013 and estimates
that the Group's revenue in 2013 will be lower than in 2012, when it amounted to
EUR 64.1 million. The company repeats its guidance for profitability in 2013 and
estimates that the full-year operating result (EBIT) will be clearly positive.
The operating result in 2012 was negative EUR -0.7 million.

The company estimated on 19 March 2013 that the Group's revenue in 2013 is the
same or somewhat lower than in 2012. The estimate for profitability was the same
than it is today.

Publication of the interim report for January-June 2013
Incap Group's interim report for the first half of the year will be published on
31 July 2013.


Helsinki, 3 May 2013

INCAP CORPORATION
Board of Directors

For additional information, please contact:
Sami Mykkänen, President and CEO, tel. +358 40 559 9047 or +372 555 37905
Kirsti Parvi, CFO, tel. +358 50 517 4569
Hannele Pöllä, Director, Communications and Investor Relations, tel.
+358 40 504 8296

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
The company's home page www.incap.fi

PRESS CONFERENCE
Incap will arrange a conference for the press and financial analysts on 3 May
2013 at 10:00 a.m. at the World Trade Center, Helsinki, in Meeting Room 4 on the
2nd floor at Aleksanterinkatu 17, FI-00100 Helsinki.


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 Calculation 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 manufacture to maintenance services. Incap's customers include leading
equipment suppliers in energy-efficiency and well-being technologies, for which
the company produces competitiveness as a strategic partner. Incap has
operations in Finland, Estonia, India and China. The Group's revenue in 2012
amounted to approximately EUR 64.1 million, and the company currently employs
approximately 600 people. Incap's share has been listed on the NASDAQ OMX
Helsinki Ltd since 1997. Additional information: www.incap.fi.



Annex 1

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME



                                1-3/ 10-12/   7-9/   4-6/   1-3/ Change,  1-12/
 (EUR thousands, unaudited)     2013   2012   2012   2012   2012       %   2012
-------------------------------------------------------------------------------


 REVENUE                      10,654 14,498 15,701 18,378 15,564     -32 64,141

 Work performed by the
 enterprise and
 capitalised                       0      0      0      0      0              0

 Change in inventories of
 finished goods
 and work in progress           -260   -323   -169   -327    176    -247   -643



 Other operating income           51     49    136    134     85     -39    404

 Raw materials and
 consumables
 used                          7,112  9,968 10,978 12,568 10,801     -34 44,315

 Personnel expenses            2,527  2,538  2,419  3,119  3,011     -16 11,087

 Depreciation, amortisation
 and
 impairment losses               628    231    378    435    415      51  1,460

 Other operating expenses      1,611  2,114  1,612  2,051  1,944     -17  7,721
-------------------------------------------------------------------------------
 OPERATING PROFIT/LOSS        -1,432   -628    280     13   -345     315   -681

 Financing income and
 expenses                       -439   -569   -156    339   -366      20   -751
-------------------------------------------------------------------------------
 PROFIT/LOSS BEFORE TAX       -1,871 -1,197    124    352   -711     163 -1,432

 Income tax expense              -14 -3,418    -79      0      0         -3,498
-------------------------------------------------------------------------------
 PROFIT/LOSS FOR THE PERIOD   -1,885 -4,616     44    352   -711     165 -4,930



 Earnings per share            -0.09  -0.23   0.00   0.02  -0.04     125  -0.25

 Options have no dilutive
 effect
 in financial periods 2011
 and 2012




 OTHER COMPREHENSIVE            1-3/ 10-12/   7-9/   4-6/   1-3/ Change,  1-12/
 INCOME                         2013   2012   2012   2012   2012       %   2012
-------------------------------------------------------------------------------


 PROFIT/LOSS FOR THE PERIOD   -1,885 -4,616     44    352   -711     165 -4,930



 OTHER COMPREHENSIVE
 INCOME:

 Items that may be
 recognised in
 profit or loss at a later
 date:

 Translation differences
 from
 foreign units                    91   -129     63    -50     -2   6,163   -118
-------------------------------------------------------------------------------
 Other comprehensive
 income, net                      91   -129     63    -50     -2   6,163   -118


-------------------------------------------------------------------------------
 TOTAL COMPREHENSIVE INCOME   -1,793 -4,745    107    302   -712     152 -5,048



 Attributable to:

 Shareholders of the parent
 company                      -1,793 -4,745    107    302   -712     152 -4,313

 Non-controlling interest          0      0      0      0      0              0



Annex 2

 CONSOLIDATED BALANCE SHEET (IFRS)

 (EUR thousands, unaudited)               31 March 2013 31 March 2012 Change, %
-------------------------------------------------------------------------------


 ASSETS



 NON-CURRENT ASSETS

 Property, plant and equipment                    2,453         3,698       -34

 Goodwill                                           959           968        -1

 Other intangible assets                            204           268       -24

 Other financial assets                             311           311         0

 Deferred tax assets                                568         4,091       -86
-------------------------------------------------------------------------------
 TOTAL NON-CURRENT ASSETS                         4,495         9,336       -52



 CURRENT ASSETS

 Inventories                                      8,280        12,512       -34

 Trade and other receivables                      9,961        14,530       -31

 Cash and cash equivalents                          840           431        95
-------------------------------------------------------------------------------
 TOTAL CURRENT ASSETS                            19,081        27,473       -31

 Non-current assets held-for-sale                 1,522         1,936       -21

 TOTAL ASSETS                                    25,098        38,744       -35





 EQUITY ATTRIBUTABLE TO EQUITY
 HOLDERS OF

 THE PARENT COMPANY

 Share capital                                   20,487        20,487         0

 Share premium account                               44            44         0

 Reserve for invested unrestricted equity         5,182         4,084        27

 Exchange differences                              -826          -800         3

 Retained earnings                              -29,325       -23,216        26
-------------------------------------------------------------------------------
 TOTAL EQUITY                                    -4,437           599      -841



 NON-CURRENT LIABILITIES

 Deferred tax liabilities                             0             0         0

 Interest-bearing loans and borrowings            2,938           168     1,645
-------------------------------------------------------------------------------
 NON-CURRENT LIABILITIES                          2,938           168     1,645



 CURRENT LIABILITIES

 Trade and other payables                        11,236        13,147       -15

 Current interest-bearing loans and
 borrowings                                      15,362        24,573       -37
-------------------------------------------------------------------------------
 CURRENT LIABILITIES                             26,598        37,721       -29



 Liabilities relating to non-current
 assets held-for-sale                                 0           256      -100



 TOTAL EQUITY AND LIABILITIES                    25,098        38,744       -35





Annex 3

 CONSOLIDATED CASH FLOW STATEMENT

 (EUR thousand, unaudited)                          1-3/2013 1-3/2012 1-12/2012
-------------------------------------------------------------------------------


 Cash flow from operating activities

 Operating profit/loss                                -1,432     -345      -681

 Adjustments to operating profit                         624      334       728

 Change in working capital                             3,407      234     4,188

 Interest paid and payments made                        -393     -380    -1,814

 Interest received                                        10        3        27
-------------------------------------------------------------------------------
 Cash flow from operating activities                   2,216     -154     2,448



 Cash flow from investing activities

 Capital expenditure on tangible and intangible
 assets                                                  -44      -32      -124

 Proceeds from sale of tangible and intangible
 assets                                                    7       38       139

 Other investments                                         0        0       -61

 Loans granted                                             0       -5         0

 Sold shares of subsidiary                                 0        0         0

 Repayments of loan assets                                 2        3         3
-------------------------------------------------------------------------------
 Cash flow from investing activities                     -35        4       -43



 Cash flow from financing activities

 Proceeds from share issue                                 0        0       734

 Drawdown of loans                                     1,751      937     1,819

 Repayments of borrowings                             -3,603     -521    -4,201

 Repayments of obligations under finance leases          -19     -159      -594
-------------------------------------------------------------------------------
 Cash flow from financing activities                  -1,871      257    -2,242



 Change in cash and cash equivalents                     311      107       163

 Cash and cash equivalents at beginning of period        613      369       369

 Effect of changes in exchange rates                     -76      -34        99

 Changes in fair value (cash and cash equivalents)        -8      -11       -18

 Cash and cash equivalents at end of period              840      431       613





Annex 4

 CONSOLIDATED STATEMENT OF
 CHANGES IN EQUITY


 (EUR thousands,
 unaudited)

                                        Reserve for
                                 Share     invested
                         Share premium unrestricted    Exchange Retained
                       capital account       equity differences earnings  Total
-------------------------------------------------------------------------------


 Equity at 1 January
 2012                   20,487      44        4,084        -799  -22,506  1,311

 Issue premium               0       0            0           0        0      0

 Transaction costs for
 equity                      0       0            0           0        0      0

 Change in exchange
 differences                 0       0            0          -2        0     -2

 Options and share-
 based compensation          0       0            0           0        2      0

 Other changes               0       0            0           0        0      0
-------------------------------------------------------------------------------
 Net income and losses
 recognised
 directly in equity          0       0            0          -2        2     -2



 Net profit/loss             0       0            0           0     -711   -711
-------------------------------------------------------------------------------
                             0       0            0          -2     -711   -712



 Equity at 31 March
 2012                   20,487      44        4,084        -800  -23,216    599



 Equity at 1 January
 2013                   20,487      44        4,818        -917  -27,440 -3,008

 Share issue                 0       0          373           0        0    373

 Transaction costs for
 equity                      0       0           -9           0        0     -9

 Change in exchange
 differences                 0       0            0          91        0     91

 Options and share-
 based compensation          0       0            0           0        0      0

 Other changes               0       0            0           0        0      0
-------------------------------------------------------------------------------
 Net income and losses
 recognised
 directly in equity          0       0          364          91        0    455



 Net profit/loss             0       0            0           0   -1,885 -1,885
-------------------------------------------------------------------------------
 Total income and
 losses                      0       0          364          91   -1,885 -1,429



 Equity at 31 March
 2013                   20,487      44        5,182        -826  -29,325 -4,437



Annex 5

 GROUP KEY FIGURES AND CONTINGENT
 LIABILITIES                                              31 March  31 December
                                          31 March 2013       2012         2012
-------------------------------------------------------------------------------


 Revenue, EUR million                              10.7       15.6         64.1

 Operating profit, EUR million                      1.4       -0.3         -0.7

   % of revenue                                   -13.4       -2.2       -998.5

 Profit before taxes, EUR million                  -1.9       -0.7         -1.4

   % of revenue                                   -17.6       -4.6       -517.5

 Return on investment (ROI), %                    -31.2       -1.5        -12.6

 Return on equity (ROE), % ²                      202.5     -297.7        580.8

 Equity ratio, %                                  -17.7        1.6        -10.3

 Gearing, %                                      -393.5    4,103.2       -659.4

 Net debt, EUR million                             18.7       23.2         18.9

 Net interest-bearing debt, EUR million            17.5       24.6         19.8

 Quick ratio                                        0.4        0.4          0.5

 Current ratio                                      0.7        0.7          0.8

 Average number of shares during the
 report
 period, adjusted for share issues           21,980,504 18,680,880 20,067,042.3

 Earnings per share (EPS), EUR                    -0.09      -0.04        -0.25

 Equity per share, EUR                            -0.20       0.03        -0.14

 P/E ratio                                           -1        -12           -1

 Trend in share price

   Minimum price during the period, EUR            0.10       0.40         0.15

   Maximum price during the period, EUR            0.25       0.65         0.65

   Mean price during the period, EUR               0.17       0.51          0.3

   Closing price at the end of the
 period, EUR                                       0.11       0.46         0.19

 Total market capitalisation, EUR million             2          9            4

 Trade volume, no. of shares                  1,977,732    456,135    2,952,411

 Trade volume, %                                    8.8        2.4         14.2

 Investments, EUR million                           0.0        0.0          0.1

   % of revenue                                     0.4        0.2          0.2

 Average number of employees                        590        728          697



 CONTINGENT LIABILITIES, EUR million

 FOR OWN LIABILITIES

 Mortgages¹                                        14.3       12.3         14.3



 Off-balance sheet liabilities                      5.3        9.2          7.1



 Nominal value of currency options, EUR
 thousand                                             0          0            0

 Fair values of currency options, EUR
 thousand                                             0          0            0



 ¹ In September 2012, the bank confirmed that EUR 1 million of the
 company's mortgages was released on 6 May 2011. The incorrect
 mortgage amount stated in the interim report for January-March 2012
 has been corrected in this table.
 ² In the calculation of return on equity, the numerator and the
 denominator are negative.



Annex 6

QUARTERLY KEY FIGURES (IFRS)

                               1-3/     10-12/       7-9/       4-6/       1-3/
                               2013       2012       2012       2012       2012
-------------------------------------------------------------------------------


 Revenue, EUR million          10.7       14.5       15.7       18.4       15.6

 Operating profit, EUR
 million                       -1.4       -0.6        0.3        0.0       -0.3

   % of revenue               -13.4       -4.3        1.8        0.1       -2.2

 Profit before taxes,
 EUR million                   -1.9       -1.2        0.1        0.4       -0.7

   % of revenue               -17.6       -8.3        0.8        1.9       -4.6

 Return on investment
 (ROI), %                     -31.2      -73.2        3.3       17.8       -1.5

 Return on equity (ROE),
 %²                           202.5    2,175.3       11.7         95     -297.7

 Equity ratio, %              -17.7      -10.3        4.9        4.3        1.6

 Gearing, %                  -393.5     -659.4    1,205.2    1,372.9    4,103.2

 Net debt, EUR million         18.7       18.9       18.9       20.3       23.2

 Net interest-bearing
 debt, EUR million             17.5       19.8       20.8       22.7       24.6

 Average number of
 shares during the
 review period, adjusted 21,980,504 20,067,042 19,804,494 19,276,512 18,680,880
 for share
 issues

 Earnings per share
 (EPS), EUR                   -0.09      -0.23       0.00       0.02      -0.04

 Equity per share, EUR        -0.20      -0.14       0.08       0.08       0.03

 Investments, EUR
 million                          0        0.1        0.0        0.1        0.0

   % of revenue                 0.4        0.3       -0.1        0.3        0.2

 Average number of
 employees                      590        652        698        710        727



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
 Average number of employees    end of each month



                                closing price for the period x number of shares
 Total market capitalisation    available for public trading






[HUG#1698975]