2012-09-05 09:00:01 CEST
2012-09-05 09:00:09 CEST
REGULATED INFORMATION
Panostaja Oyj - Interim report (Q1 and Q3)
PANOSTAJA GROUP INTERIM REPORT NOVEMBER 1, 2011–JULY 31, 2012 (9 months)
Panostaja Oyj Stock Exchange Bulletin, September 5, 2012
10:00 a.m.
PANOSTAJA GROUP INTERIM REPORT NOVEMBER 1, 2011-JULY 31, 2012 (9 months)
Cumulative net sales for the third quarter: MEUR 114.7, growth 12%
Cumulative EBIT for the third quarter: MEUR 4.0, change -16%
During the period under review, cumulative cash flow increased MEUR 3.6.
Panostaja Oyj's subsidiary Vindea Group Oy acquired the entire shareholding of
packaging and logistics services company HSG Logistics Oy.
THIRD QUARTER, MAY-JULY 2012
Net sales MEUR 38.9 (MEUR 33.9), growth 15%
EBIT MEUR 1.6 (EBIT MEUR 2.2)
Profit before taxes MEUR 0.9 (MEUR 1.3)
Earnings per share (undiluted) 1.9 cents (0.5 cents)
Cash flow from business operations MEUR 0.7 (MEUR 3.1).
The MEUR 5.0 growth in net sales resulted from the operational development of
Digital Printing Services and organic growth of the Safety segment. The impact
of acquisitions on the net sales for the third quarter stood at MEUR 3.6.
The MEUR 0.6 drop in EBIT for the third quarter was mainly due to a major
decline in operating profit in the Heat Treatment segment mainly as a result of
the Olkiluoto project coming to an end. In addition, changes to the projects of
the Safety segment during the period under review weakened EBIT. Profitability
in the Takoma segment remained poor also in the third quarter, with the EBIT
being negative. The Value-added Logistics segment showed growth, with a MEUR
0.3 increase in EBIT.
NOVEMBER 2011-JULY 2012
Net sales MEUR 114.7 (MEUR 102.6), growth 12%
EBIT MEUR 4.0 (MEUR 4.7), change -16%
Profit before taxes MEUR 2.3 (MEUR 2.7)
Earnings per share (undiluted) 1.7 cents (1.1 cents)
Equity per share EUR 0.61 (EUR 0.66)
Equity ratio 37.0% (33.9%)
Cash flow from business operations MEUR 6.5 (MEUR 2.9).
The MEUR 12.1 growth in net sales resulted primarily from the organic growth of
the Digital Printing Services, Value-added Logistics and the Safety segments.
Acquisitions made in the previous financial period and the period under review
increased net sales MEUR 5.2.
EBIT totaled MEUR 4.0 (MEUR 4.7). The MEUR -0.7 decrease in EBIT was primarily
due to a decrease in EBIT for the Takoma segment. Of the reported segments,
Value-added Logistics and Digital Printing Services had an operating profit
better than the reference period.
Panostaja will further define its result management measures with regard to
EBIT. During the 2012 financial year, the Group's comparable net sales are
expected to grow by about 10-15% over the previous year and the Group's EBIT is
expected to increase or remain on a par with the previous year.
Previous result management: During the 2012 financial year, the Group's
comparable net sales are expected to grow by about 10-15% over the previous
year and the Group's EBIT is expected to increase.
The Annual General Meeting of January 31, 2012 approved the capital repayment
proposal made by the Board. EUR 0.05 per share of capital repayment was paid
from the invested unrestricted equity fund. The record date for the capital
repayment was February 3, 2012, with the payment date being February 10, 2012.
A total of MEUR 2.6 of capital was repaid to parent company shareholders.
9 months 9 months 12 months
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Key figures 11/11-07/12 11/10-07/11 11/10-10/11
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Net sales (MEUR) € 114.7 102.6 141.2
EBIT (MEUR) € 4.0 4.7 6.7
Profit before taxes (MEUR) € 2.3 2.4 4.1
Earnings per share - undiluted (EUR) 0.02 0.01 0.02
Equity per share (EUR) 0.61 0.66 0.65
Financial position and cash flow: 31/7/2012 31/7/2011 31/10/2011
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Net liabilities (MEUR) € 45.3 47.5 47.2
Gearing (%) 94.4 98.7 99.6
Equity ratio (%) 37.0 33.9 33.4
Cash flow from business operations (MEUR) 6.5 2.9 4.4
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The income statement for operations discontinued during the review period has
been separated from the income statement for retained operations and the result
for them is presented in accordance with the IFRS standard on row ‘Earnings
from discontinued operations'. Before separating discontinued operations in
the income statement from retained operations, Group net sales for the period
under review totaled MEUR 118.1, while EBIT amounted to MEUR 4.5. Prior to
separation, net sales for the entire 2011 financial year totaled MEUR 163.2 and
EBIT MEUR 5.9.
MARKET SITUATION
Panostaja Group's business operations during the third quarter did not meet
expectations, and there remains considerable variation in the development of
different segments. The general economic situation and atmosphere became more
unstable during the third quarter due to the European financial crisis, and
this uncertainty was particularly reflected in segments serving the technology
sector. Panostaja believes, however, that a moderate positive development trend
will continue during the remaining financial period, even though there are more
factors of uncertainty than during the previous financial period. The situation
on the financial markets has become more challenging, particularly in the SME
sector, and the restraints on credit issue remain a clear risk to the general
financial development. After a slight recovery in the spring of 2012, the
corporate acquisitions market has once again slowed, particularly due to
stricter bank lending policies.
THE ECONOMIC DEVELOPMENT OF THE PANOSTAJA GROUP
MAY-JULY 2012
Panostaja Group net sales in the third quarter were MEUR 38.9 (MEUR 33.9).
Export amounted to MEUR 3.2, or 8.2% of net sales.
The MEUR 5.0 growth in net sales resulted from operational development of the
Digital Printing Services and Safety segments and organic growth and
acquisitions in the Value-added Logistics segment. The impact of acquisitions
on the net sales for the third quarter stood at MEUR 3.6.
Of the Group's ten operational segments, seven exceeded the net sales of the
reference year. Correspondingly, three fell below the net sales levels of the
reference year. EBIT improved in the following segments: Value-added Logistics,
Carpentry Industry and Fittings.
In the third quarter, the Group's EBIT were MEUR 1.6 (MEUR 2.2) and profit
before taxes was MEUR 0.9 (MEUR 1.3). The operating profit margin was 4.2%
(6.6%). EBIT for the third quarter fell by MEUR 0.6, primarily due to the
conclusion of the Olkiluoto project in the Heat Treatment segment and changes
to the projects of the Safety segment during the period of review
NOVEMBER 2011-JULY 2012
Panostaja Group's net sales were MEUR 114.7 (MEUR 102.6) at the end of the
period under review. Export amounted to MEUR 9.0, or 7.8%, of the net sales.
The corporate acquisitions made during the previous and current financial
period affected the MEUR 12 increase in net sales by MEUR 5.2.
Of the Group's ten operational segments, seven exceeded the cumulative net
sales for the reference period. Correspondingly, four segments exceeded the
EBIT levels during the period under review. EBIT improved in the following
segments: Digital Printing Services, Value-added Logistics, Carpentry Industry
and Supports.
EBIT totaled MEUR 4.0 (MEUR 4.7). The MEUR -0.7 decrease in EBIT was primarily
caused by the Takoma segment. The EBIT in the Takoma segment decreased from
MEUR -0.8 to MEUR -2.1. Takoma's volumes are still too low considering its
capacity and cost structure. The Value-added Logistics and Digital Printing
Services segments clearly exceeded the business result of the reference period.
The cumulative result for discontinued operations in the third quarter was MEUR
-1.1. The corresponding figure for the reference period (2011) was MEUR -0.8.
The consolidated income statement does not include the income statement for
operations discontinued in 2011. Instead, the result is entered separately in
the consolidated income statement under ‘Income from discontinued operations'.
Before separating discontinued operations in the income statement from retained
operations, the Group's net sales for the review period totaled MEUR 118.1,
while EBIT amounted to MEUR 4.5. As far as the entire 2011 financial period is
concerned, net sales from operations discontinued during the review period were
MEUR 22.1 and EBIT MEUR -0.8. Prior to separation of discontinued operations in
the income statement from retained operations, the Group's net sales for the
entire 2011 financial year were MEUR 163.2 and EBIT MEUR 5.9.
The net financing expenses of the Group for the review period were
approximately MEUR -2.2 (MEUR -2.1). The Group's liquidity was good and cash
flow from business operations (MEUR 6.5) was positive.
Personnel
31/7/2012 31/7/2011 31/10/2011
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Average number of employees 1,171 1,032 1,034
Employees at the end of the period 1,244 1,094 1,097
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Employees in each segment at the end of the 31/7/2012 31/7/2011 31/10/2011
period
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Digital Printing Services 340 328 325
Takoma 200 195 190
Safety 215 180 188
HEPAC Wholesale 0 37 37
Value-added Logistics 272 131 131
Fittings 30 32 32
Spare Parts for Motor Vehicles 41 36 35
Heat Treatment 64 61 64
Carpentry Industry 32 32 32
Supports 16 15 16
Fasteners 24 25 25
Technochemical 0 12 12
Parent company 10 10 10
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Group in total 1,244 1,094 1,097
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In the preliminary ruling on the capital repayment in respect of Takoma Oyj
shares in spring 2008, the Tax Office for Major Corporations decided on the
basis of an overall assessment that Panostaja was a capital investor within the
meaning of Section 6, Subsection 1, Item 1 of the Finnish Business Tax Act. For
capital investors, capital gains from fixed asset shares are considered taxable
income.
Due to the said preliminary ruling, the Tax Office for Major Corporations, in
its taxation by direct assessment in 2007, regarded Panostaja Oyj as a capital
investor in the aforementioned sense and taxed the company's certain capital
gains from fixed asset shares. Panostaja Oyj submitted a claim for adjustment
over the 2007 taxation to the Board of Adjustment claiming that the capital
gain from fixed asset shares should be exempt from tax. The Board of Adjustment
denied Panostaja Oyj's claim in August 2009. Panostaja Oyj appealed the
decision to the Administrative Court of Helsinki.
In June 2011, Panostaja Oyj was informed that the Administrative Court of
Helsinki had rejected the appeal. The Administrative Court considers Panostaja
Oyj as a capital investor within the meaning of the Finnish Business Tax Act.
Panostaja Oyj has applied to the Supreme Administrative Court for the right to
appeal the decision.
GROUP STRUCTURE CHANGES
Panostaja expanded its Value-added Logistics segment when, at the beginning of
May, its subsidiary Vindea Group Oy acquired the entire shareholding of HSG
Logistics Oy, a company supplying packaging and logistics services. In 2011,
the newly-formed company had approximately MEUR 27 in combined net sales and
employed a total of 260 people. Since the reorganization, Panostaja Oyj's
shareholding in Vindea Group is about 54%.
A corporate acquisition was made in the Safety segment on May 29, 2012: the
business operations of the Helsinki-based IP-Valvonta Oy were acquired.
In March, Panostaja announced that it was selling its entire shareholding in
Lämpö-Tukku Oy to Onninen Oy. Lämpö-Tukku Oy was a subsidiary of Eurotermo
Holding Oy, a company in which Panostaja owns a 63.3% share. The compensation
paid to Panostaja Group comprised the purchase price and repayment of internal
loans, and totaled some MEUR 2.4. Panostaja did not record any sales profit or
loss from the transaction. The conclusion of the transaction required the
approval of the Finnish Competition Authority. At the beginning of April,
Panostaja announced that the Finnish Competition Authority had approved it and
that the deal had been concluded.
In December 2011, Panostaja implemented an arrangement, through which Spectra
Yhtiöt Oy acquired a 100% holding in Oy Alfa-Kem Ab by means of share exchange.
Previously, Oy Alfa-Kem Ab formed Panostaja Group's Technochemical segment.
Panostaja Oyj's holding in the corporate entity is 32%, which Panostaja will
report as an associated company as of January 2012. Oy Alfa-Kem Ab's prior
parent company Annektor Oy merged with Panostaja Oyj on February 29, 2012.
During the current financial period, Panostaja Group has discontinued two
reporting segments, Technochemical and HEPAC Wholesale, as a result of
corporate divestments. In the previous financial period, the Group reported its
business operations in thirteen segments.
SEGMENT REVIEW
Panostaja Group's business operations for the period under review are reported
in eleven segments: Digital Printing Services, Takoma, Safety, Value-added
Logistics, Fittings, Spare Parts for Motor Vehicles, Heat Treatment, Carpentry
Industry, Supports, Fasteners and Other (parent company + associated
companies).
NOVEMBER 2011-JULY 2012
Net sales in the Digital Printing Services segment grew from MEUR 23.0 to MEUR
25.5 and EBIT from MEUR 2.8 to MEUR 3.6. Market price competition increased
further. Growth in net sales and EBIT, however, were still kept clearly
positive due to successes in the customer interface and operational efficiency.
Net sales in the Takoma segment increased from MEUR 20.1 to MEUR 21.9. EBIT
decreased from MEUR -0.8 to MEUR -2.1. Despite the slight growth in net sales
during the period under review, Takoma's volumes are still low considering its
capacity. In addition, customer ordering small lots affected the efficient use
of capacity, and costs have not been successfully adapted to fluctuations in
demand. The Takoma segment's order book remained at the previous quarter's
level of approximately MEUR 12.
Net sales in the Safety segment increased from MEUR 17.6 to MEUR 21.1, but EBIT
dropped from MEUR 0.9 to MEUR 0.6. The increase in net sales was due to the
strong organic growth of the segment throughout the entire period under review.
The investments in growth were evident in increased costs in the segment, which
restrained the growth in EBIT. In addition, changes to the projects during the
period under review weakened EBIT.
Net sales in the Value-added Logistics segment grew from MEUR 11.4 to MEUR 16.1
and EBIT increased from MEUR 0.1 to MEUR 0.8. In May, the entire shareholding
of packaging and logistics company HSG Logistics Oy was acquired. The
acquisition has a positive impact on the growth of net sales and EBIT.
Net sales in the Fittings segment declined from MEUR 8.4 to MEUR 7.8, and EBIT
remained on a par with the reference year's level (MEUR 0.3). A reduction in
the co-operation with Abloy had a negative impact on net sales for the period
under review. New product launches are yet to compensate for the drop in net
sales resulting from the contraction of co-operation with Abloy.
Net sales in the Spare Parts for Motor Vehicles segment grew from MEUR 6.8 to
MEUR 7.6, while EBIT remained at the previous year's level (MEUR 0.6). The
market situation in the segment has generally slowed down.
Net sales in the Heat Treatment segment declined from MEUR 6.3 to MEUR 5.7, and
the MEUR 1.5 EBIT dropped to MEUR 0.8. During the summer months, demand in the
operator business was far below that of the reference year. Conclusion of the
Olkiluoto project and the postponement of new projects had a negative impact,
particularly on operations in the Polish subsidiary and, in turn, on segment
net sales and EBIT.
The Carpentry Industry segment remained strong. Net sales grew slightly over
the previous year, totalling MEUR 4.5 for the period under review, with EBIT
remaining on a par with the reference period at MEUR 0.9. Particularly in the
Norwegian market area, the summer situation was an improvement over last year.
Net sales in the Supports segment increased from MEUR 2.8 to MEUR 3.0, even
though the economic situation for construction saw a rapid decline during the
summer. EBIT increased over the previous year, from MEUR 0.2 to MEUR 0.3.
Net sales in the Fasteners segment was at a level slightly lower of MEUR 2.1
than the reference year, while EBIT fell to MEUR -0.2 from the MEUR -0.0 of the
reference year. Uncertainty on the technology sector market continued and
customer demand remained low, which was also reflected in the segment net sales
and EBIT.
There were no significant changes in the net sales of the Other segment. In the
period under review, three associated companies issued reports: Ecosir Group Oy
and PE Kiinteistörahasto I Ky as well as, as of January 2012, Spectra Yhtiöt
Oy. The profit/loss of the reported associated companies in the review period
was MEUR 0.5 (MEUR 0.1), which is presented on a separate row in the Group's
income statement. The growth in the profit of associated companies resulted
from the sale of a property by PE Kiinteistörahasto I Ky.
INVESTMENTS AND FINANCING
The Group's liquidity was good and cash flow from business operations, MEUR
6.5, was positive (MEUR 2.9). The Group's liquid assets were MEUR 7.7 (MEUR
15.6). A total of MEUR 7.8 of parent company and the merged Annektor Oy debts,
including the convertible bond loan, was paid off on March 1, 2012. In the same
connection, a total of MEUR 6.3 of loans were rearranged. The Group's gross
capital expenditure in the review period closed were approximately MEUR 6.2
(MEUR 7.7). The Group's equity ratio was 37.0 % (33.9 %) and interest-bearing
net liabilities totaled MEUR 45.3 (MEUR 47.5). Panostaja Oyj's convertible
subordinated loan amounted to MEUR 15 of the net liabilities (MEUR 20.6). The
return on equity was 1.7% (4.6%) and the return on investment 2.5% (5.3%).
Financial position:
MEUR 31/7/2012 31/7/2011 31/10/2011
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Interest-bearing liabilities 57.5 67.4 66.2
Interest-bearing receivables 4.5 4.3 4.4
Cash and cash equivalents 7.7 15.6 14.6
Interest-bearing net liabilities 45.3 47.5 47.2
Equity (belonging to the parent company's 48.0 48.2 47.4
shareholders as well as minority
shareholders)
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Gearing ratio, % 94.4 98.7 99.6
Equity ratio, % 37.0 33.9 33.4
Return on equity, % 1.6 4.6 5.0
Return on investment, % 3.6 5.3 5.6
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The Annual General Meeting of January 31, 2012 approved the capital repayment
proposal made by the Board. EUR 0.05 per share of capital repayment was paid
from the invested unrestricted equity fund. The record date for the
capital repayment was February 3, 2012, with the payment date being February
10, 2012. A total of MEUR 2.6 of capital was repaid to parent company
shareholders.
SHARE PRICE DEVELOPMENT AND SHARE OWNERSHIP
Panostaja Oyj's share closing rate fluctuated between EUR 0.73 and EUR 1.05
during the third quarter. During the period under review, a total of 5,302,726
shares were exchanged, which amounts to 10.4% of the share capital. The July
share closing rate was EUR 0.77. The market value of the company's share
capital at the end of July was MEUR 39.8 and the company had 3,785 shareholders
(3,870).
Development of share exchange 3Q/2012 3Q/2011 1-3Q/2012 1-3Q/2011
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Shares exchanged, 1,000 pcs 395 489 5,303 3,221
% of share capital 0.8 1.0 10.4 6.5
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Share 31/7/2012 31/7/2011 31/10/2011
------------------------------------------------------------
Shares in total, 1,000 pcs 51,733 51,733 51,733
Own shares, 1,000 pcs 565 613 602
Closing rate 0.77 1.12 1.06
Market value(MEUR) 39.8 57.9 54.8
Shareholders 3,785 3,870 3,826
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On December 19, 2011, Panostaja Oyj received two notifications pursuant to
Chapter 2, Section 9 of the Securities Markets Act concerning changes to
holding in the company.
Matti Koskenkorva's share of Panostaja Oyj's total number of shares was below
10%. Maija Koskenkorva's share was 4,411,873 shares, 8.52% of Panostaja Oyj's
share capital and number of votes. Treindex Oy's (former Koskismatti Oy) share
of Panostaja Oyj's total number of shares exceeded 5%. Treindex's share was
3,400,000 shares, 6.57% of Panostaja Oyj's share capital and number of votes.
Treindex Oy's shareholders are Minna Kumpu, Hanna Malo and Mikko Koskenkorva.
ADMINISTRATION AND GENERAL MEETING
Panostaja Oyj's Annual General Meeting was held on January 31, 2012 in Tampere.
Jukka Ala-Mello, Satu Eskelinen, Hannu Martikainen, Hannu Tarkkonen, Mikko
Koskenkorva and Eero Eriksson were re-elected to Panostaja Oyj's Board of
Directors. In the Board's organizing meeting held immediately after the General
Meeting, Jukka Ala-Mello was elected Chairman of the Board. Hannu Tarkkonen was
elected Vice Chairman. Authorised Public Accountant Markku Launis and
Authorised Public Accountants PricewaterhouseCoopers Oy were selected as
general chartered accountants, with Authorised Public Accountant Janne
Rajalahti as the responsible public accountant.
The General Meeting approved the closing of the November 1, 2010-October 31,
2011 accounts as well as the proposal by the Board to transfer the profit of
the financial period to the profit funds and that capital repayment be paid at
a rate of EUR 0.05 per share. The record date for capital repayment was
February 3, 2012 and the payment date February 10, 2012. In addition, the
Annual Meeting authorized the Board to decide, at its discretion, on the
potential distribution of assets to shareholders, the company's financial
status permitting, either as dividends from profit funds or as distribution of
assets from the invested unrestricted equity fund. The maximum distribution of
assets performed on the basis of this authorization totals EUR 5,200,000. The
authorization includes the right of the Board to decide on all other terms and
conditions relating to the said asset distribution. The authorization will
remain valid until the end of the next Annual General Meeting.
In addition, the Annual General Meeting granted exemption from liability to the
members of the Board and to the CEO. It was decided at the Annual Meeting that
the Chairman of the Board be paid EUR 40,000 as an annual compensation for the
term that begins at the end of the Meeting and ends at the end of the 2013
Annual General Meeting, and that the other members of the Board be paid an
annual compensation of EUR 20,000. It was further resolved at the Annual
General Meeting that approximately 40% of the compensation remitted to the
members of the Board be paid on the basis of the share issue authorizationgiven to the Board, by issuing company shares to each Board member if the Board
member does not own more than one percent of the company's shares on the date
of the General Meeting. If the holding of a Board member on the date of the
General Meeting is over one percent of all company shares, the compensation
will be paid in full in monetary form.
In addition, the Annual General Meeting resolved to cancel the authorization
concerning the acquisition of the company's own shares given at the General
Meeting of January 27, 2011, and authorized the Board of Directors to decide on
the acquisition of the company's own shares so that the company's own shares
will be acquired in one or several installments and, on the basis of the
authorization, a total maximum of 5,100,000 of the company's own shares may be
acquired. By virtue of the authorization, the company's own shares may be
obtained using unrestricted equity only.
The company's own shares may be acquired at the price in public trade arranged
by NASDAQ OMX Helsinki Oy on the date of acquisition or otherwise at the
prevailing market price. The Board of Directors will decide how the company's
own shares are to be acquired. The company's own shares may be acquired not
following the proportion of ownership of the shareholders (directed
acquisition). The authorization shall be valid until July 31, 2013.
The Board of Directors has not used the authorization granted by the Annual
Meeting to acquire its own shares during the review period.
Hannu Tarkkonen, Managing Director of Etera Mutual Pension Insurance Company,
announced that he would resign from Panostaja's Board of Directors on May 10,
2012. According to Panostaja Oyj's Articles of Association, the company's Board
of Directors must comprise at least three (3) and no more than six (6) ordinary
members, according to which the Board will continue with five (5) members.
SHARE CAPITAL AND THE COMPANY'S OWN SHARES
At the close of the period under review, Panostaja Oyj's share capital was EUR
5,568,681.60. The total number of shares is 51,733,110.
The total number of shares held by the company at the end of the period under
review was 565,066 individual shares (at the beginning of period under review:
601,875). The number of the company's own shares corresponded to 1.1% of the
number of shares and votes at the end of the entire review period.
In accordance with the decision of the General Meeting of January 27, 2011 and
the Board, Panostaja Oyj transferred a total of 12,000 individual shares as
meeting compensation for the members of the Board on December 16, 2011. As per
the decisions of the General Meeting of January 31, 2012 and the Board, 12,763
and 12,046 shares were transferred.
EQUITY CONVERTIBLE SUBORDINATED LOANS
At the end of the review period, EUR 15,000,000 of the 2011 convertible
subordinated loan remained. The interest on the loan is 6.5% and the loan
period February 7, 2011-April 1, 2016. The original share exchange rate is EUR
2.20, and the loan shares may be exchanged for no more than 6,818,181 company
shares. The total number of loan shares is 300, and they are available for
public trade on the Nasdaq OMX Helsinki stock exchange. The share exchange rate
will be entered into the company's invested unrestricted equity fund.
The loan period for the 2006 convertible subordinated loan ended on March 1,
2012. The loan was repaid as a single installment on the end date of the loan
period. A fixed 6.5% annual interest was paid for the loan. The interest was
paid for the last time at the end of the loan period.
NEAR-FUTURE RISKS AND FACTORS OF UNCERTAINTY
The most significant risks of Panostaja Group have been described in the
financial statements. The near-future risks the Group faces are mainly tied to
the uncertainty resulting from the crisis in the eurozone and the global
economic situation as well as their potential impact on achieving the goals set
for the various segments. The instability of the overall economic situation has
already lead to a decline in customer demand as well as the postponement of
investments, particularly in segments serving the technology sector, which may
result in a need for consolidated goodwill write-downs. In the current
financial period, credit loss risks continue to represent a significant
uncertainty factor in some of the segments. This risk is increased by the
tightening of credit issue to SMEs. The weakening in the liquidity of the
financial markets and the potential restraints on credit issue may hamper the
realization of corporate acquisitions and the availability of finance for
working capital. As Panostaja's financing situation is currently stable and
its loan portfolio is distributed among several different parties, the
potentially negative impact that an expansion of the crisis in Greece might
have on the financial market will not jeopardise Panostaja's operations
EVENTS AFTER THE REVIEW PERIOD
There are no major events to report.
PROSPECTS FOR THE REMAINDER OF THE FINANCIAL PERIOD
In accordance with its business strategy, Panostaja Group focuses on increasing
shareholder value in the business areas owned by the Group. The development of
shareholder value will be constantly monitored as part of a changing operating
environment, and decisions on the development or divestment of business areas
will be made with the maximization of shareholder value in mind. Active
development of shareholder value, the effective allocation of capital and
financial opportunities create a solid foundation for significant operational
expansion. The need for ownership arrangements in SMEs enables both expansion
into new business areas and growth in existing ones.
Economic trend expectations in the fields of existing business areas are
strongly tied to the prospects of customer enterprises. The current economic
trend expectations are uncertain, and the growth forecast has generally been
cut due to the credit crisis in the eurozone and decelerated economic growth.
In the various business areas of Panostaja Group, the prospects still vary from
cautiously optimistic to slightly pessimistic.
The challenges in the forecastability of the technology industry or weakening
prospects may create a need for consolidated goodwill write-downs and,
especially in Takoma's operating environment, continuing uncertainty, low
volumes and short lots have influenced the company's profitability, with set
targets not having been reached. The long-term profitability objectives set for
Takoma's business operations are being re-evaluated and, based on this,
Panostaja's Board of Directors will re-evaluate Takoma Oyj's goodwill
foundations.
Panostaja will further define its result management measures with regard to net
sales. During the 2012 financial year, the Group's comparable net sales are
expected to grow by about 10-15% over the previous year and the Group's EBIT is
expected to increase or remain level with the previous year.
Previous result management: During the 2012 financial year, the Group's
comparable net sales are expected to grow by about 10-15% over the previous
year and the Group's EBIT is expected to increase.
Panostaja Oyj
Board of Directors
For further information, contact CEO Juha Sarsama: tel. +358 (0)40 774 2099.
Panostaja Oyj
Juha Sarsama
CEO
All forecasts and assessments presented in this interim report bulletin are
based on the current outlook of the Group and the Management of the various
business areas with regard to the state of the economy and its development, and
the results attained may be substantially different.
The information in the interim report has not been audited.
INCOME STATEMENT 05/12- 05/11- 11/11- 11/10-
07/12 07/11 07/12 07/11 2011
(EUR 1,000)
Net sales 38,972 33,975 114,719 102,592 141,152
Other operating income 208 145 637 534 901
Costs in total 36,195 30,356 107,448 94,152 130,277
Depreciations, amortisations and 1,361 1,529 3,936 4,224 5,041
impairment
EBIT 1,624 2,235 3,972 4,750 6,735
Financial income and costs -797 -861 -2,192 -2,116 -2,812
Share of associated company profits 88 -84 523 80 205
Profit before taxes 915 1,290 2,303 2,714 4,128
Income taxes -340 -600 -564 -344 -524
Profit/loss from retained operations 575 690 1,739 2,370 3,604
Profit/loss from discontinued 171 -126 -1,145 -832 -1,388
operations
Profit/loss for the financial period 746 564 594 1,538 2,216
Attributable to
the shareholders of the parent 958 231 847 559 937
company
to the minority shareholders -212 333 -253 979 1,279
Earnings per share from retained
operations
EUR, undiluted 0.015 0.007 0.039 0.028 0.046
Earnings per share from retained
operations
EUR, diluted 0.015 0.007 0.039 0.028 0.046
Earnings per share from discontinued
operations
EUR, undiluted 0.003 -0.003 -0.022 -0.017 -0.027
Earnings per share from discontinued
operations EUR, diluted 0.003 -0.003 -0.022 -0.017 -0.027
Earnings per share on continuing and
discontinued
operations EUR, undiluted 0.019 0.005 0.017 0.011 0.019
Earnings per share on continuing and
discontinued
operations EUR, diluted 0.019 0.005 0.017 0.011 0.019
EXTENSIVE INCOME STATEMENT
Items of the extensive income 746 564 594 1,538 2,216
statement
Translation differences 4 -6 -86 -63 -135
Extensive income statement for the 750 558 508 1,475 2,081
period
Attributable to
the shareholders of the parent 962 225 761 830 802
company
to the minority shareholders -212 333 -253 645 1,279
BALANCE SHEET 31/7/2012 31/7/2011 31/10/2011
(EUR 1,000)
ASSETS
Non-current assets
Goodwill 36,539 36,561 36,529
Other intangible assets 6,057 5,207 5,049
Property, plant and equipment 19,553 21,280 20,061
Interests in associates 3,946 2,616 2,740
Other non-current assets 14,583 12,530 13,097
Non-current assets total 80,678 78,194 77,476
Current assets
Stocks 19,542 26,895 24,005
Trade and other non-interest-bearing 22,012 21,589 26,307
receivables
Cash and cash equivalents 7,729 15,625 14,643
Current assets total 49,282 64,109 64,955
Assets in total 129,961 142,303 142,431
EQUITY AND LIABILITIES
Equity attributable to parent company
shareholders
Share capital 5,569 5,569 5,569
Share premium account 4,646 4,646 4,646
Translation difference -165 -63 -169
Invested unrestricted equity fund 16,510 19,014 19,023
Retained earnings 4,871 4,471 4,047
Total 31,431 33,637 33,116
Minority interest 16,570 14,584 14,270
Equity total 48,001 48,221 47,386
Liabilities
Deferred tax liabilities 1,641 1,780 1,520
Equity convertible subordinated loan 14,381 19,848 19,895
Non-current liabilities 33,878 43,583 32,679
Current liabilities 32,060 28,871 40,951
Liabilities total 81,959 94,082 95,045
Equity and liabilities in total 129,961 142,303 142,431
CASH FLOW STATEMENT 07/2012 07/2011 2011
(EUR 1,000)
Operating net cash flow 6,531 2,956 4,354
Investment net cash flow -3,126 -7,448 -6,782
Loans drawn 7,816 21,999 19,437
Loans repaid -15,046 -17,328 -17,743
Share issue 0 6,053 6,053
Disposal of own shares 34 930 942
Dividends paid and capital repayments -3,216 -2,804 -2,853
Financing net cash flow -10,412 8,849 5,836
Change in cash flows -7,007 4,357 3,408
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(EUR 1,000) Share Share Invest Trans Profit Minorit Total
capit premium ed latio funds y
al account unres n intere
tricte diff st
d erenc
equit es
y fund
Equity 5,529 4,646 11,574 -57 6,497 13,923 42,112
1.11.2010
Profit for the 559 979 1,538
financial period
Profit and costs 559 979 1,538
recorded during the
financial period,
total
Dividends paid -2,555 -265 -2,820
Share subscription 40 276 316
Share issue 5,738 5,738
Disposal of own 930 930
shares
Equity component of 481 481
convertible
subordinated loan
Reward system 15 15
Translation -6 -6
differences
Changes in minority -30 -53 -83
interest
Other changes in
equity, total
Equity 40 0 7 440 -6 -2 585 -318 4 571
31/7/2011 5,569 4,646 19,014 -63 4,471 14,584 48,221
Equity 5,569 4,646 19,023 -169 4,047 14,270 47,386
1/11/2011
Profit for the 847 -253 594
financial period
Profit and costs 847 -253 594
recorded during the
financial period,
total
Dividends paid -659 -659
Repayment of capital -2;557 -2,557
Disposal of own 35 35
shares
Reward system 9 9
Translation 4 4
differences
Changes in minority -102 3,212 3,110
interest
Other changes in -2,513 4 -102 2,553 -58
equity, total
Equity 5,569 4,646 16,510 -86 4,792 16,570 48,001
31/7/2012
KEY FIGURES
07/2012 07/2011 10/2011
Equity per share(EUR) 0.61 0.66 0.65
Earnings per share, diluted (EUR) 0.02 0.01 0.02
Earnings per share, undiluted(EUR) 0.02 0.01 0.02
Average number of shares during financial period, 51,150 49,791 50,128
1,000
Number of shares at end of financial period, 1,000 51,733 51,733 51,733
Share issues/CL exchanges during financial period, 0 4,330 4,330
1,000
Number of shares, 1,000, diluted 57,968 59,922 60,258
Return on equity, % 1.6 4.6 5.0
Return on investment, % 3.6 5.3 5.6
Gross capital expenditure
To permanent assets (MEUR) 6.2 7.7 9.1
% of net sales 5.4 7.5 6.4
Interest-bearing liabilities 57.5 67.4 66.2
Equity ratio, % 37.0 33.9 33.4
Average number of employees 1,171 1,032 1,034
GROUP DEVELOPMENT BY QUARTER
(MEUR) Q3/12 Q2/12 Q1/12 Q4/11 Q3/11 Q2/11 Q1/11
Net sales 39.0 38.0 37.7 38.6 33.9 35.6 33.1
Other operating income 0.2 0.3 0.1 0.3 0.1 0.3 0.2
Costs in total -36.2 -35.9 -35.3 -36.1 -30.3 -32.7 -31.3
Depreciations, amortisations -1.4 -1.3 -1.3 -0.8 -1.5 -1.4 -1.3
and impairment
EBIT 1.6 1.1 1.2 2.0 2.2 1.8 0.7
Financing items -0.8 -0.6 -0.7 -0.7 -0.8 -0.7 -0.5
Share of associated company 0.1 0.4 0.0 0.1 -0.1 0.1 0.1
profits
Profit before taxes 0.9 0.9 0.5 1.4 1.3 1.1 0.3
Taxes -0.3 -0.4 0.0 -0.1 -0.6 0.2 0.0
Profit from continuing 0.6 0.5 0.5 1.2 0.7 1.4 0.3
operations
Profit from discontinued 0.1 -0.3 -0.8 -0.5 -0.1 -0.4 -0.3
operations
Profit for the financial period 0.7 0.2 -0.4 0.7 0.6 1.0 0.0
Minority interest -0.2 -0.2 0.2 0.3 0.3 0.5 0.1
Parent company shareholder 0.9 0.4 -0.6 0.4 0.3 0.5 -0.1
interest
GUARANTEES GIVEN
(EUR 1,000) 07/2012 07/2011 2011
Guarantees given on behalf of Group companies
Enterprise mortgages 40,971 41,422 41,394
Pledges given 52,048 55,792 59,019
Other liabilities 1,833 1,359 1,549
Other rental agreements
In one year 7,946 5,911 7,160
In over one year but within five years maximum 18,394 16,400 17,543
In over five years 3,127 4,300 3,162
Total 29,467 26,612 27,865
SEGMENT INFORMATION
NET SALES 05/12-07/12 05/11-07/11 11/11-07/1 11/10-07/11
2
(EUR 1,000)
Digital Printing Services 8,341 7,813 25,554 22,997
Takoma 6,734 6,280 21,911 20,081
Safety 6,406 5,803 21,058 17,607
Value-added Logistics 7,513 3,869 16,059 11,413
Fittings 2,332 2,670 7,770 8,407
Spare Parts for Motor 2,643 2,369 7,558 6,822
Vehicles
Heat Treatment 1,784 2,176 5,662 6,338
Carpentry Industry 1,513 1,314 4,510 4,429
Supports 1,086 1,054 2,992 2,776
Fasteners 724 797 2,138 2,263
Other 16 14 48 42
Eliminations -120 -184 -541 -583
Group in total 38,972 33,975 114,719 102,592
EBIT
(EUR 1,000)
Digital Printing Services 997 1,096 3,594 2,833
Takoma -504 -434 -2,085 -785
Safety -16 344 617 947
Value-added Logistics 531 218 811 111
Fittings 56 46 327 330
Spare Parts for Motor 268 303 639 698
Vehicles
Heat Treatment 166 548 801 1,450
Carpentry Industry 364 288 933 916
Supports 170 216 303 213
Fasteners -8 8 -169 -31
Other -400 -398 -1,799 -1,932
Group in total 1,624 2,235 3,972 4,750
SEGMENT INFORMATION BY QUARTER
Net sales (MEUR) 3Q/12 2Q/12 1Q/12 4Q/11 3Q/11 2Q/11 1Q/11
Digital Printing Services 8.3 8.9 8.3 8.5 7.8 8.2 7.0
Takoma 6.7 7.5 7.7 7.4 6.3 7.2 6.6
Safety 6.4 7.3 7.3 7.0 5.8 6.0 5.8
Value-added Logistics 7.5 4.1 4.4 4.0 3.9 3.8 3.8
Fittings 2.3 2.7 3.0 2.7 3.0 2.7 3.1
Spare Parts for Motor Vehicles 2.6 2.4 2.8 2.4 2.2 2.2 2.4
Heat Treatment 1.8 2.0 2.7 2.2 2.2 2.0 2.0
Carpentry Industry 1.5 1.4 1.3 1.3 1.5 1.6 1.3
Supports 1.1 0.9 1.2 1.0 0.9 0.8 1.1
Fasteners 0.7 0.7 0.8 0.8 0.8 0.7 0.8
Other 0.0 0.0 0.0 0.0 0.0 0.0 0.1
Eliminations -0.1 -0.1 -0.1 -0.3 -0.2 -0.1 -0.3
Group in total 39.0 37.7 38.6 33.9 35.6 33.1 34.1
EBIT (MEUR) 3Q/12 2Q/12 1Q/12 4Q/11 3Q/11 2Q/11 1Q/11
Digital Printing Services 1.0 1.1 1.3 1.1 1.1 0.6 1.0
Takoma -0.5 -0.5 -0.6 -0.4 -0.1 -0.2 -0.6
Safety 0.0 0.3 0.3 0.4 0.4 0.1 1.2
Value-added Logistics 0.5 0.1 0.3 0.2 0.0 -0.1 0.0
Fittings 0.1 0.1 0.0 0.0 0.2 0.1 0.2
Spare Parts for Motor Vehicles 0.3 0.2 0.4 0.3 0.2 0.2 0.3
Heat Treatment 0.2 0.4 0.7 0.5 0.4 0.5 0.1
Carpentry Industry 0.4 0.2 0.1 0.3 0.3 0.3 -0.1
Supports 0.2 0.1 0.2 0.2 0.1 -0.1 0.1
Fasteners 0.0 -0.1 -0.1 0.0 0.0 0.0 0.0
Other -0.4 -0.7 -0.6 -0.4 -0.9 -0.7 -0.3
Group in total 1.6 1.2 2.0 2.2 1.8 0.7 1.9
Panostaja is an investment company developing Finnish SMEs in the role of an
active majority shareholder. The company aims to be the most sought-after
partner for business owners selling their companies as well as for the best
managers and investors. Together with its partners, Panostaja increases the
Group's shareholder value and creates Finnish success stories.
Panostaja Oyj currently operates in ten business areas. Flexim Security Oy
(Safety) is a specialist in security technology and services, locking, door
automation and access control products and solutions. Heatmasters Group (Heat
Treatment) offers thermal treatment services for metals in Finland and
internationally, and produces, develops and markets heat treatment technology.
KL-Varaosat (Spare Parts for Motor Vehicles) is an importer, wholesale dealer
and retailer of original spare parts and supplies for Mercedes Benz and BMW
cars. Kopijyvä Oy (Digital Printing Services) is one of Finland's largest
companies offering digital printing services. Suomen Helakeskus Oy (Fittings)
is a major wholesaler of construction and furniture fittings in Finland. Suomen
Kiinnikekeskus Oy (Fasteners) is a supply shop in the fastener field. Matti-Ovi
Oy (Carpentry Industry) manufactures and markets, as its main product, solid
wood interior doors. Takoma Oyj (Takoma) is a machine shop group with an
entrepreneur-driven business model and is registered on the stock exchange.
Toimex Oy (Supports) works in the HEPAC field, manufacturing and selling
supports. Vindea Oy (Value-added Logistics) is an enterprise specialized in
value-added logistics services for the Finnish metal industry.
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