2012-06-06 09:00:00 CEST
2012-06-06 09:00:10 CEST
REGULATED INFORMATION
Panostaja Oyj - Interim report (Q1 and Q3)
PANOSTAJA GROUP INTERIM REPORT NOVEMBER 1, 2011–APRIL 30, 2012 (6 months)
Panostaja Oyj Interim Report, June 6, 2012 10:00
a.m.
PANOSTAJA GROUP INTERIM REPORT NOVEMBER 1, 2011-APRIL 30, 2012 (6 months)
-- Net sales for the first six months: MEUR 75.7, growth 10%
-- Operating profit for the first six months: MEUR 2.3.
-- Operating cash flow has continued to strengthen: growth of MEUR 6.0 was
recorded during the six months period.
-- In March, Panostaja announced that it was selling its entire shareholding
in Lämpö-Tukku Oy to Onninen Oy.
SECOND QUARTER, FEBRUARY-APRIL 2012
-- Net sales MEUR 38.0 (MEUR 35.6), growth 7%
-- Operating profit MEUR 1.1 (operating profit MEUR 1.8)
-- Profit before taxes MEUR 0.9 (MEUR 1.2)
-- Earnings per share (undiluted) 0.9 cents (1.1 cents)
-- Cash flow from business operations was MEUR 0.7 (MEUR -1.8), growth of MEUR
2.5
The MEUR 2.4 growth in net sales resulted from the operational development of
the Digital Printing Services and the organic growth of the Safety segment. The
impact of corporate acquisitions on the growth of net sales in the second
quarter stood at MEUR 0.4.
The fall of MEUR 0.7 in operating profit for the second quarter was mainly
influenced by the considerable decline in the operating profit in the Takoma
segment (MEUR -0.9). The reason for the growth of Takoma operating loss was the
significant drop in demand from the shipbuilding industry.
NOVEMBER 2011-APRIL 2012
-- Net sales MEUR 75.7 (MEUR 68.6), growth 10%
-- Operating profit MEUR 2.3 (MEUR 2.5)
-- Profit before taxes MEUR 1.4 (MEUR 1.4)
-- Earnings per share (undiluted) -0.2 cents (0.7 cents)
-- Equity per share EUR 0.60 (EUR 0.65)
-- Equity ratio 35.8% (33.1%)
-- Cash flow from business operations MEUR 5.8 (MEUR -0.2).
The MEUR 7.1 growth in net sales resulted primarily from the operational
development of the Digital Printing Services and Value-added Logistics segments
and from the organic growth of the Safety segment. The impact of the
acquisitions realized in the previous financial period on the increased net
sales for the first six months stood at MEUR 2.0.
The decline in operating profit, MEUR -0.2, during the first six months was
mainly a result from the fall of operating profit in the Takoma segment. The
operating loss in the Takoma segment grew from MEUR -0.4 to MEUR -1.6. The
decline in demand from the shipbuilding industry and the delay in deliveries of
hydraulic cylinders resulting from moving into new factory premises were the
causes for the growth of Takoma six-month operating loss.
The operating profit for the first six months was burdened by one-time costs
incurred from clearing up an error in Lämpö-Tukku Oy's inventory and by other
costs related to it (MEUR 0.3). In addition, Panostaja Group recorded a sales
loss of MEUR 0.5 relating to the reorganization of Oy Alfa-Kem Ab. The sales
loss is listed on the income statement row 'Profit from discontinued
operations'. A one-time item that affected the profit for the period was the
sales profit recorded from the sale of property by Panostaja's associated
company Pe Kiinteistörahasto I Ky. The effect of the sales profit for Panostaja
was MEUR 0.4.
The total effect of one-time items on the interim report's profit/loss is
approx. MEUR -0.4.
Panostaja will specify its result management procedures with regard to net
sales. During the 2012 financial year, the Group's comparable net sales are
expected to grow about 10-15% over the previous year and the Group's operating
profit is expected to increase.
Previous result management: During the 2012 financial year, the Group's
comparable net sales are expected to grow about 9-16% over the previous year
and the Group's operating profit is expected to increase.
The Annual General Meeting on 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.
6 months 6 months 12 months
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Key figures 11/11-01/12 11/10-04/11 11/10-10/11
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Net sales, MEUR 75.7 68.7 141.2
Operating profit, MEUR 2.3 2.5 6.7
Profit before taxes, MEUR 1.4 1.4 4.1
Earnings per share, undiluted, -0.00 0.01 0.02
EUR
Equity per share, EUR 0.60 0.65 0.65
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Financial position and cash flow: 30 April 2012 30 April 2011 31 October 2011
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Net liabilities, MEUR 44.0 48.7 47.2
Gearing, % 96.2 102.0 99.6
Equity ratio, % 35.8 33.1 33.4
Cash flow from business 5.8 -0.2 4.4
operations, MEUR
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The income statement for discontinued operations during the review period has
been separated from the income statement for continuing operations and the
result for them is presented in accordance with the IFRS standard on row
‘Earnings from discontinued operations'. Before separating the discontinued
operations in the income statement from continuing operations, the Group's net
sales for the six-month review period were MEUR 78.6, while the operating
profit stood at MEUR 2.3. Prior to separation, the net sales for the entire
2011 financial year were MEUR 163.2 and operating profit MEUR 5.9.
MARKET SITUATION
Panostaja Group's business operations during the second quarter did not fully
meet expectations, and there was considerable variation in the development of
different segments. The Group's management focuses especially on improving the
profitability of these few weak segments to meet the set targets. During the
second quarter, the overall economic situation and atmosphere became more
uncertain as a result of the European financial crisis. Panostaja believes,
however, that the positive development trend will continue during the remaining
financial period, even though uncertainty exists. 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 financial
development. The corporate acquisition market has revitalized after the slow
start of early 2012, and the number of potential targets has grown slightly.
THE ECONOMIC DEVELOPMENT OF THE PANOSTAJA GROUP
FEBRUARY-APRIL 2012
Panostaja Group's net sales in the second quarter were MEUR 38.0 (MEUR 35.6).
The MEUR 2.4 growth in net sales resulted from the operational development of
the Digital Printing Services and the organic growth of the Safety segment. The
impact of corporate acquisitions on the increase in net sales in the second
quarter was MEUR 0.4. During the quarter, net sales increased particularly in
the Digital Printing Services and Safety segments.
Of the Group's ten segments engaged in business, seven exceeded the net sales
of the comparison year and three fell short of the comparison year's net sales
levels. The operating profit increased in four segments. The operating profit
improved in the following segments: Digital Printing Services, Value-added
Logistics, Spare Parts for Motor Vehicles and Carpentry Industry.
In the second quarter, the Group's operating profit was MEUR 1.1 (MEUR 1.8) and
profit before taxes was MEUR 0.9 (MEUR 1.2). The operating profit margin was
3.0% (5.0%). The operating profit for the second quarter fell by MEUR 0.7,
primarily as a result of the fall of Takoma*s operating profit. Takoma's
operating profit fell during the second quarter from MEUR -0.1 to MEUR -1.0.
This was mainly due to a significant decline in demand from the shipbuilding
industry. The impact of corporate acquisitions on operating profit for the
second quarter stood at MEUR -0.2.
In the second quarter, Panostaja Oyj recorded a profit of MEUR 0.4 from the
profit of associated companies, which was mainly a result of the sales profit
from the sale of a property recorded by PE Kiinteistörahasto I Ky at the start
of the year.
NOVEMBER 2011 - APRIL 2012
Panostaja Group's net sales during the six-month period were MEUR 75.7 (MEUR
68.6). Export amounted to MEUR 6,1, or 8.1 %, of net sales. The corporate
acquisitions realized during the previous financial period affected the MEUR
7.1 increase in net sales by MEUR 2.0.
Of the Group's ten segments engaged in business, six exceeded the cumulative
net sales for the comparative financial period and four segments exceeded the
operating profit levels during the first six-month period. The operating profit
improved in the following segments: Digital Printing Services, Safety,
Value-added Logistics and Supports.
The operating profit was MEUR 2.3 (MEUR 2.5). The MEUR -0.2 decrease in
operating profit primarily originated from the Takoma segment. The operating
profit in the Takoma segment fell from MEUR -0.4 to MEUR -1.6. The reasons for
the fall in Takoma's operating profit were a decline in demand from the
shipbuilding industry and the delay in deliveries of hydraulic cylinders
resulting from moving into new factory premises.
During the first six-month period, the loss from discontinued operations was
MEUR -1.4. In the 2011 comparison period, the corresponding loss was MEUR -0.7.
The Group's income statement does not include the income statement for
operations discontinued during the reference year, 2011. Instead, the result is
shown in the Group's income statement on row ‘Earnings from discontinued
operations'.
Before separating the discontinued operations in the income statement from
continuing operations, the Group's net sales for the review period were MEUR
78.6, while the operating profit stood at MEUR 2.3. As far as the whole 2011
financial year is concerned, net sales from operations discontinued during the
review period were MEUR 22.1 and operating profit MEUR -0.8. Prior to the
separation of discontinued operations in the income statement from continuing
operations, the Group's net sales for the whole 2011 financial year were MEUR
163.2 and operating profit MEUR 5.9.
The Group's net financial expenses for the six-month period were approximately
MEUR -1.4 (MEUR -1.3). The Group's liquidity was good and cash flow from
business operations (MEUR 5.8) was positive.
Personnel
30 April 30 April 31 October
2012 2011 2011
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Average number of employees 1,083 1,006 1,034
Employees at the end of the period 1,069 1,034 1,097
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Employees in each segment at the end 30 April 30 April 31 October
of the period 2012 2011 2011
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Digital Printing Services 319 309 325
Takoma 202 171 190
Safety 202 168 188
HEPAC Wholesale 0 37 37
Value-added Logistics 134 131 131
Fittings 29 31 32
Spare Parts for Motor Vehicles 39 32 35
Heat Treatment 63 61 64
Carpentry Industry 30 32 32
Supports 15 15 16
Fasteners 26 25 25
Technochemical 0 12 12
Emoyhtiö 10 10 10
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Group in total 1,069 1,034 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
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.
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 of 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.
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-APRIL 2012
Net sales in the Digital Printing Services segment grew from MEUR 15.2 to MEUR
17.2 and operating profit from MEUR 1.7 to MEUR 2.6. The increase in net sales
and operating profit was a result of the continued positive development of
operations.
Net sales in the Takoma segment increased from MEUR 13.8 to MEUR 15.2. The
segment's operating loss increased from MEUR -0.4 to MEUR -1.6. The decline in
demand from the shipbuilding industry and the delay in deliveries of hydraulic
cylinders resulting from moving into new factory premises were the causes of
the growth of Takoma's operating loss in the six-month period. During the
January-March period, the volume of orders in the global shipbuilding industry
fell by more than 50% from last year. The Takoma segment's order book remained
at the previous year's level of MEUR 12.
Net sales in the Safety segment grew from MEUR 11.8 to MEUR 14.7 and the
operating profit remained at about MEUR 0.6. The growth in net sales was a
result of continued strong organic growth in the segment throughout the
six-month period. The strong investment in growth made in the early part of the
period was evident in increased costs in the segment, which restrained the
growth in operating profit.
Net sales in the Value-added Logistics segment increased from MEUR 7.5 to MEUR
8.5, while the reference-period operating loss of MEUR -0.1 improved to MEUR
0.3. The volumes from customers in technology industries increased during the
review period. The segment also succeeded in developing its operations, which
had a positive impact on net sales and operating profit.
Net sales in the Fittings segment declined from MEUR 5.7 to MEUR 5.4, and the
operating profit remained at the comparison year's level (MEUR 0.3).
The contraction of co-operation with Abloy had a negative effect on net sales,
but the segment nevertheless succeeded in keeping its operating profit at the
previous year's level. 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 4.5 to
MEUR 4.9, while the operating profit remained at MEUR 0.4. Demand for original
spare parts continued to increase in comparison with the comparison year. The
market in the segment has generally slowed down.
Net sales in the Heat Treatment segment declined from MEUR 4.2 to MEUR 3.9, and
the MEUR 0.9 operating profit dropped to MEUR 0.6. The segment's service
functions remained at the level of the comparison year. The start-up of new
technology industry projects was delayed, which had a negative effect on the
net sales and the operating profit of the Swedish company in particular.
Net sales in the Carpentry Industry segment fell slightly in the review period
from MEUR 3.1 to MEUR 3.0, while the operating profit remained at MEUR 0.6. The
segment continued to strengthen the market position of its own brand in the
selected distribution channels.
Net sales in the Supports segment increased from MEUR 1.7 to MEUR 1.9. The
breakeven result from the previous year increased to operating profit of MEUR
0.1. The growth in net sales and operating profit resulted from increased
demand for the segment's products and good profit development.
Net sales in the Fasteners segment remained at the level of the comparison
year, MEUR 1.4, while operating loss fell to MEUR -0.2 from the MEUR -0.1 of
the comparison year. Competition in the segment intensified further on the
technology industry market, and customer demand has remained low. These trends
adversely affected profit in the segment.
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 0.4 (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
5.8, was positive (MEUR -0.2). The Group's liquid assets were MEUR 8.8 (MEUR
16.0). A total of MEUR 7.8 of the parent company's and the merged Annektor Oy's
debts, including the convertible subordinated loan, was paid off on March 1,
2012. In this connection, loans in the amount of MEUR 6.3 were reorganized. The
Group's gross capital expenditure in the review period ended was MEUR 2.7 (MEUR
5.9). The Group's equity ratio was 35.8% (33.1%) and interest-bearing net
liabilities totaled MEUR 44.0 (MEUR 48.7). Of the net liabilities (MEUR 20.6),
Panostaja Oyj's convertible subordinated loan amounted to MEUR 15.0. The return
on equity was -0.7% (4.3%) and the return on investment 2.2% (4.2%).
Financial position:
MEUR 30 April 2012 30 April 2011 31 October 2011
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Interest-bearing liabilities 57.3 69.0 66.2
Interest-bearing receivables 4.5 4.3 4.4
Cash and cash equivalents 8.8 16.0 14.6
Interest-bearing net liabilities 44.0 48.7 47.2
Equity (belonging to the parent 45.7 47.8 47.4
company's shareholders as well
as minority shareholders)
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Gearing ratio, % 96.2 102.0 99.6
Equity ratio, % 35.8 33.1 33.4
Return on equity, % -0.7 4.3 5.0
Return on investment, % 2.2 4.2 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
During the six-month period, Panostaja Oyj's share closing rate fluctuated
between EUR 0.87 and EUR 1.05. In the six-month period, the exchange of shares
totaled 4,908,045 shares, 9.6% of the share capital. The April share closing
rate was EUR 0.88. The market value of the company's share capital at the end
of April was MEUR 45.5 and the company had 3,782 shareholders (3,922).
Development of share exchange 2Q/2012 2Q/2011 1-2Q/2012 1-2Q/2011
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Shares exchanged, 1,000 pcs 656 720 4,908 2,732
% of share capital 1.3 1.5 9.6 5.6
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Share 30 April 2012 30 April 2011 31 October 2011
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Shares in total, 1,000 pcs 51,733 51,733 51,733
Own shares, 1,000 pcs 577 622 602
Closing rate 0.88 1.22 1.06
Market value, MEUR 45.5 63.1 54.8
Shareholders 3,782 3,922 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 authorization
given 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.
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 review period
was 577,112 individual shares (at the beginning of review period: 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 relinquished a total of 12,000 individual shares as
meeting compensation to 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
shares were relinquished.
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 may
lead to a decline in customer demand as well as the postponement of major
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 factor
of uncertainty in some of the segments. 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. Currently, Panostaja's financial situation is solid and the
loan portfolio well-diversified, so the potential negative effect of the
expansion of the Greek crisis on the financial markets does not jeopardize
Panostaja's business operations.
EVENTS AFTER THE REVIEW PERIOD
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,
HSG Logistics Oy had net sales of MEUR 12.0 and employed 125 staff. The
combined net sales in 2011 of the newly-formed company was some MEUR 27 and it
employs a total of 260 people. Jouni Arolainen, Managing Director of Vindea Oy,
will continue as the Managing Director of the new company and also as a major
shareholder. As part of the reorganization, HSG Logistics Oy's shareholders are
also continuing as minority shareholders in the new entity. Since the
reorganization, Panostaja Oyj's shareholding in Vindea Group is about 54%.
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.
A corporation acquisition took place in the Safety segment 29, May 2012, the
Group purchased the business operations IP - Valvonta from Helsinki. The Safety
segment acquired expertise, knowledge and resources to develop video monitoring
systems.
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, prospects still vary from
cautiously positive to neutral. An exception to these is Takoma's prospects, as
Takoma's customer demand for the post-holiday period is difficult to forecast.
The market still provides sufficient opportunities for corporate acquisitions,
and Panostaja Group aims to implement its growth strategy by means of
controlled acquisitions. In addition, the divestment of certain business areas
is being considered in order to release capital for new projects.
Panostaja will specify its result management procedures with regard to net
sales. During the 2012 financial year, the Group's comparable net sales are
expected to grow about 10-15% over the previous year and the Group's operating
profit is expected to increase.
Previous result management: During the 2012 financial year, the Group's
comparable net sales are expected to grow about 9-16% over the previous year
and the Group's operating profit 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 02/12- 02/11- 11/11- 11/10-
04/12 04/11 04/12 04/11 2011
(EUR 1,000)
Net sales 38,017 35,577 75,747 68,617 141,152
Other operating income 299 159 428 389 901
Costs in total 35,879 32,513 71,253 63,796 130,277
Depreciations, amortisations and 1,305 1,439 2,574 2,695 5,041
impairment
Operating profit 1,132 1,784 2,348 2,515 6,735
Financial income and costs -630 -717 -1,394 -1,255 -2,812
Share of associated company profits 384 103 434 164 205
Profit before taxes 886 1,170 1,388 1,424 4,128
Income taxes -199 244 -224 256 -524
Profit/loss from continuing operations 689 1,414 1,164 1,680 3,604
Profit/loss from discontinued -460 -420 -1,316 -706 -1,388
operations
Profit/loss for the financial period 229 994 -152 974 2,216
Attributable to
the shareholders of the parent company 442 477 -111 329 937
to the minority shareholders -213 517 -41 645 1,279
Earnings per share from continuing
operations
EUR, undiluted 0.018 0.020 0.024 0.021 0.046
Earnings per share from continuing
operations
EUR, diluted 0.018 0.020 0.024 0.021 0.046
Earnings per share from discontinued
operations
EUR, undiluted -0.009 -0.008 -0.026 -0.014 -0.027
Earnings per share from discontinued
operations EUR, diluted -0.009 -0.008 -0.026 -0.014 -0.027
Earnings per share on continuing and
discontinued
operations EUR, undiluted 0.009 0.011 -0.002 0.007 0.019
Earnings per share on continuing and
discontinued
operations EUR, diluted 0.009 0.011 -0.002 0.007 0.019
EXTENSIVE INCOME STATEMENT
Items of the extensive income statement 229 994 -152 974 2,216
Translation differences 14 3 68 13 -135
Extensive income statement for the 243 997 -84 987 2,081
period
Attributable to
the shareholders of the parent company 456 520 -34 342 802
to the minority shareholders -213 477 -51 645 1,279
BALANCE SHEET 30 April 30 April 31 October
2012 2011 2011
(EUR 1,000)
ASSETS
Non-current assets
Goodwill 35,571 36,561 36,529
Other intangible assets 5,012 5,138 5,049
Property, plant and equipment 19,367 21,193 20,061
Interests in associates 3,899 2,700 2,740
Other non-current assets 14,277 11,857 13,097
Non-current assets total 78,126 77,449 77,476
Current assets
Stocks 19,113 25,839 24,005
Trade and other non-interest-bearing 22,002 24,968 26,307
receivables
Cash and cash equivalents 8,828 16,017 14,643
Current assets total 49,943 66,824 64,955
Assets in total 128,069 144,273 142,431
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 -101 -44 -169
Invested unrestricted equity fund 16,497 18,998 19,023
Retained earnings 3,930 4,295 4,047
Total 30,541 33,464 33,116
Minority interest 15,206 14,296 14,270
Equity total 45,747 47,760 47,386
Liabilities
Deferred tax liabilities 1,464 1,821 1,520
Equity convertible subordinated loan 14,347 19,800 19,895
Non-current liabilities 33,494 42,901 32,679
Current liabilities 33,017 31,991 40,951
Liabilities total 82,322 96,513 95,045
Equity and liabilities in total 128,069 144,273 142,431
CASH FLOW STATEMENT 04/2012 04/2011 2011
(EUR 1,000)
Operating net cash flow 5,796 -179 4,354
Investment net cash flow -2,023 -5,908 -6,782
Loans drawn 7,169 22,102 19,437
Loans repaid -13,637 -15,450 -17,743
Share issue 0 6,053 6,053
Disposal of own shares 24 918 942
Dividends paid and capital repayments -3,169 -2,812 -2,853
Financing net cash flow -9,613 10,811 5,836
Change in cash flows -5,840 4,724 3,408
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(EUR 1,000) Share Share Invested Transla Profit Minori Total
capita premium unrestricte tion funds ty
l reserve d equity differe intere
fund nces st
Equity 5,529 4,646 11,574 -57 6,497 13,923 42,112
1 November 2010
Profit for the 328 646 974
financial period
Profit and costs 328 646 974
recorded during
the financial
period, total
Dividends paid -2,555 -265 -2,820
Share 40 276 316
subscription
Share issue 5,738 5,738
Disposal of own 918 918
shares
Equity component 481 481
of convertible
subordinated
loan
Reward system 11 11
Translation 13 13
differences
Changes in 25 -8 17
minority
interest
Other changes in 40 7,424 13 -2,530 -273 4,674
equity, total
Equity 5,569 4,646 18,998 -44 4,295 14,296 47,760
30 April 2011
Equity 5,569 4,646 19,023 -169 4,047 14,270 47,386
1 November 2011
Profit for the -111 -41 -152
financial period
Profit and costs -111 -41 -152
recorded during
the financial
period, total
Dividends paid -619 -619
Repayment of -2,557 -2,557
capital
Disposal of own 25 25
shares
Reward system 6 6
Translation 68 -6 62
differences
Changes in 1,596 1,596
minority
interest
Other changes in -2,526 68 -6 977 -1,487
equity, total
Equity 5,569 4,646 16,497 -101 3,930 15,206 45,747
30 April 2012
KEY FIGURES
04/2012 04/2011 10/2011
Equity per share, EUR 0.60 0.65 0.65
Earnings per share, diluted, EUR -0.00 0.01 0.02
Earnings per share, undiluted, EUR -0.00 0.01 0.02
Average number of shares during financial period, 51,144 49,118 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 57,962 59,248 60,258
Return on equity, % -0.7 4.3 5.0
Return on investment, % 2.2 4.2 5.6
Gross capital expenditure
To permanent assets, MEUR 2.7 5.9 9.1
% of net sales 3.6 8.6 6.4
Interest-bearing liabilities 57.3 69.0 66.2
Equity ratio, % 35.8 33.1 33.4
Average number of employees 1,083 1,006 1,034
GROUP DEVELOPMENT BY QUARTER
(MEUR) Q2/12 Q1/12 Q4/11 Q3/11 Q2/11 Q1/11 Q4/10
Net sales 38.0 37.7 38.6 33.9 35.6 33.1 34.1
Other operating income 0.3 0.1 0.3 0.1 0.3 0.2 1.6
Costs in total -35.9 -35.3 -36.1 -30.3 -32.7 -31.3 -32.3
Depreciations, amortisations -1.3 -1.3 -0.8 -1.5 -1.4 -1.3 -1.5
and impairment
Operating profit/loss 1.1 1.2 2.0 2.2 1.8 0.7 1.9
Financing items -0.6 -0.7 -0.7 -0.8 -0.7 -0.5 -0.6
Share of associated company 0.4 0.0 0.1 -0.1 0.1 0.1 0.0
profits
Profit before taxes 0.9 0.5 1.4 1.3 1.1 0.3 1.3
Taxes -0.4 0.0 -0.1 -0.6 0.2 0.0 0.1
Profit from continuing 0.5 0.5 1.2 0.7 1.4 0.3 1.4
operations
Profit from discontinued -0.3 -0.8 -0.5 -0.1 -0.4 -0.3 -2.0
operations
Profit for the financial period 0.2 -0.4 0.7 0.6 1.0 0.0 -0.6
Minority interest -0.2 0.2 0.3 0.3 0.5 0.1 0.4
Parent company shareholder 0.4 -0.6 0.4 0.3 0.5 -0.1 -1.0
interest
GUARANTEES GIVEN
(EUR 1,000) 04/2012 04/2011 2011
Guarantees given on behalf of Group companies
Enterprise mortgages 40,321 40,720 41,394
Pledges given 50,746 59,225 59,019
Other liabilities 1,691 680 1,549
Other rental agreements
In one year 7,121 5,450 7,160
In over one year but within five years maximum 17,570 13,623 17,543
In over five years 3,695 4,115 3,162
Total 28,386 23,188 27,865
SEGMENT INFORMATION
NET SALES 02/12-04/12 02/11-04/11 11/11-04/1 11/10-04/11
2
(EUR 1,000)
Digital Printing Services 8,879 8,170 17,203 15,183
Takoma 7,478 7,207 15,177 13,801
Safety 7,326 6,021 14,652 11,804
Value-added Logistics 4,105 3,789 8,545 7,544
Fittings 2,723 2,996 5,437 5,737
Spare Parts for Motor 2,467 2,240 4,915 4,454
Vehicles
Heat Treatment 1,925 2,156 3,878 4,163
Carpentry Industry 1,584 1,525 2,996 3,114
Supports 960 885 1,907 1,722
Fasteners 735 764 1,414 1,466
Other 16 14 32 29
Eliminations -181 -190 -407 -400
Group in total 38,017 35,577 75,749 68,617
OPERATING PROFIT
(EUR 1,000)
Digital Printing Services 1,442 1,149 2,597 1,737
Takoma -1,044 -105 -1,582 -351
Safety 352 444 633 602
Value-added Logistics 119 -23 278 -107
Fittings 164 221 270 284
Spare Parts for Motor 192 191 371 394
Vehicles
Heat Treatment 223 418 636 902
Carpentry Industry 373 317 569 629
Supports 2 53 133 -3
Fasteners -93 -6 -161 -38
Other -598 -875 -1,396 -1,534
Group in total 1,132 1,784 2,348 2,515
SEGMENT INFORMATION BY QUARTER
Net sales (MEUR) 2Q/12 1Q/12 4Q/11 3Q/11 2Q/11 1Q/11 4Q/10
Digital Printing Services 8.9 8.3 8.5 7.8 8.2 7.0 6.7
Takoma 7.5 7.7 7.4 6.3 7.2 6.6 6.8
Safety 7.3 7.3 7.0 5.8 6.0 5.8 6.3
Value-added Logistics 4.1 4.4 4.0 3.9 3.8 3.8 3.8
Fittings 2.7 2.7 3.0 2.7 3.0 2.7 3.1
Spare Parts for Motor Vehicles 2.5 2.4 2.8 2.4 2.2 2.2 2.4
Heat Treatment 1.9 2.0 2.7 2.2 2.2 2.0 2.0
Carpentry Industry 1.6 1.4 1.3 1.3 1.5 1.6 1.3
Supports 1.0 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 -0.2 -0.1 -0.1 -0.3 -0.2 -0.1 -0.3
Group in total 38.0 37.7 38.6 33.9 35.6 33.1 34.1
Operating profit (MEUR) 2Q/12 1Q/12 4Q/11 3Q/11 2Q/11 1Q/11 4Q/10
Digital Printing Services 1.4 1.1 1.3 1.1 1.1 0.6 1.0
Takoma -1.0 -0.5 -0.6 -0.4 -0.1 -0.2 -0.6
Safety 0.4 0.3 0.3 0.4 0.4 0.1 1.2
Value-added Logistics 0.1 0.1 0.3 0.2 0.0 -0.1 0.0
Fittings 0.2 0.1 0.0 0.0 0.2 0.1 0.2
Spare Parts for Motor Vehicles 0.2 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 0.0 0.1 0.2 0.2 0.1 -0.1 0.1
Fasteners -0.1 -0.1 -0.1 0.0 0.0 0.0 0.0
Other -0.6 -0.7 -0.6 -0.4 -0.9 -0.7 -0.3
Group in total 1.1 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 wholesale dealer concentrating on construction and furniture
fittings. Suomen Kiinnikekeskus Oy (Fasteners) is a supply shop in the fastener
field. Matti-Ovi Oy (Carpentry Industry) manufactures and markets, as its main
product, 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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