2012-03-07 09:00:00 CET
2012-03-07 09:00:04 CET
REGULATED INFORMATION
Panostaja Oyj - Interim report (Q1 and Q3)
PANOSTAJA GROUP INTERIM REPORT NOVEMBER 1, 2011–January 31, 2012 (3 months)
Panostaja Oyj Stock Exchange Bulletin, March 7, 2012 10:00
a.m.
PANOSTAJA GROUP INTERIM REPORT NOVEMBER 1, 2011-January 31, 2012 (3 months)
Net sales for the first quarter were MEUR 42.2, up by 12% and operating profit
was MEUR 0,9, representing an increase of 23%.
The operating cash flow has continued to strengthen: a growth of MEUR 3.4 was
recorded.
Panostaja Oyj's subsidiary Oy Alfa-Kem Ab and Spectra Yhtiöt Oy merged -
Panostaja's holding in the new associated company is 32%.
The result listed in the interim report includes approx. MEUR 0.7 of one-time
costs/sales losses.
NOVEMBER 2011-JANUARY 2012
-- Net sales MEUR 42.2 (MEUR 37.8), growth 12%
-- Operating profit MEUR 0.9 (MEUR 0.7), growth 23%
-- Profit before taxes MEUR 0.1 (MEUR 0.2)
-- Earnings per share (undiluted) -1.1 cents (-0.3 cents)
-- Equity per share EUR 0.59 (EUR 0.63)
-- Equity ratio 32.0% (33.0%)
-- Cash flow from business operations MEUR 5.1 (MEUR 1.7).
The MEUR 4.4 growth in net sales resulted primarily from the operative
development of the digital printing services and the organic growth of Takoma
and the Safety segment The impact of the acquisitions realized in the previous
financial period on the increased net sales for the first quarter stood at MEUR
1.6.
The MEUR 0.2 increase in operating profit was primarily the result of increased
net sales.
The earnings of the first quarter were burdened by one-time costs incurred from
clearing up an error in Lämpö-Tukku Oy's inventory (MEUR 0.2). In addition,
Panostaja Group recorded a sales loss of MEUR 0.5 relating to the Oy Alfa-Kem
Ab reorganization. The sales loss is listed on the income statement row 'Profit
from discontinued operations'. The total effect of one-time items on the
interim report's profit/loss is approx. MEUR -0.7.
Panostaja will specify its result management procedures with regard to net
sales. In the financial year 2012, the Group's net sales are estimated to grow
7-14% over the previous year, and the Group's operating profit is expected to
increase.
Previous result management: It is expected that the Group's net sales will
increase further and the operating profit will improve in 2012.
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 repayment
was February 3, 2012, with the payment date being February 10, 2012. The
repayment paid to the parent company's shareholders totaled MEUR 2.6.
3 months 3 months 12 months
--------------------------------------------------------------------------------
Key figures 11/11-01/12 11/10-01/11 11/10-10/11
--------------------------------------------------------------------------------
---------------------------
Net sales, MEUR 42.2 37.8 161.7
Operating profit, MEUR 0.9 0.7 6.2
Profit before taxes, MEUR 0.1 0.2 3.5
Earnings per share, -0.011 -0.003 0.019
undiluted, EUR
Equity per share, EUR 0.59 0.63 0.65
--------------------------------------------------------------------------------
Financial position and January 31, 2012 January 31, 2011 October 31, 2011
cash flow:
--------------------------------------------------------------------------------
Net liabilities, MEUR 43.9 45.4 47.2
Gearing, % 100.1 98.6 99.6
Equity ratio, % 32.0 33.0 33.4
Cash flow from business 5.1 1.7 4.4
operations, MEUR
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MARKET SITUATION
On the whole, Panostaja Group's business operations continued their positive
trend throughout the first quarter, even though there was considerable
variation in the development of different segments. The Group's management will
focus on improving the profitability of these few weak segments to meet the set
targets. The overall economic situation and atmosphere have shown slight
positive development during the first quarter, and Panostaja believes that this
positive development will persist throughout the financial year despite the
lingering factors of uncertainty. The situation of the financial markets has
calmed down somewhat, but 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 begun to
grow. If the financial development remains positive, the corporate acquisition
market will pick up towards the summer.
FINANCIAL DEVELOPMENT
PANOSTAJA GROUP
NOVEMBER 2011-JANUARY 2012
Panostaja Group's net sales for the review period closed were MEUR 42.2 (MEUR
37.8). Export amounted to MEUR 3.4, or 8.0%, of net sales. Corporate
acquisitions realized during the previous financial period affected the MEUR
4.4 increase in net sales by MEUR 1.6. Of the Group's eleven segments engaged
in business, six exceeded the net sales for the previous financial period while
five exceeded the previous operating profit.
The Group's operating profit for the review period was MEUR 0.9 (MEUR 0.7). The
MEUR 0.2 increase in operating profit was primarily the result of growth in net
sales. The effect of corporate acquisitions on the growth in operating profit,
with the expenses of the acquisitions included, was MEUR 0.1. The earnings of
the first quarter were burdened by one-time costs incurred from clearing up an
error in Lämpö-Tukku Oy's inventory (MEUR 0.2). The operating profit margin was
2.1% (1.9%).
On December 22, 2011, Panostaja implemented an arrangement, through which
Spectra Yhtiöt Oy acquired a 100% holding in Oy Alfa-Kem Ab by means of share
exchange. Oy Alfa-Kem Ab became a subsidiary fully owned by Spectra Yhtiöt Oy.
After the conclusion of the arrangement, Panostaja Oyj's holding in the
corporate entity formed is 32%, which Panostaja will report as an associated
company as of January 2012. After the arrangement, the acquisition cost of
associated company shares in Panostaja Oyj's balance sheet is at approx. MEUR
0.7. As a result of the arrangement, Panostaja Group recorded a capital loss of
MEUR 0.5.
In the income statement, the profit from discontinued operations and the profit
from continuing operations have been separated in accordance with the IFRS
standard. Unless otherwise specified, the figures presented in this interim
report for the 2012 financial period and the reference year 2011 concern the
Group's continuing operations and do not include the income statement Oy
Alfa-Kem Ab, which was sold on December 22, 2011. In the income statement for
the reference year 2011, the Environmental Technology segment sold in April
2011 has also been separated from the profit from continued operations into the
profit from discontinued operations.
Before separating the discontinued operations from continued operations in the
income statement, the Group's net sales for the reference-year period under
review were MEUR 38.5, while the operating profit stood at MEUR 0.5, and the
profit before taxes was MEUR 0.0.
The net financial expenses of the Group for the review period were
approximately MEUR -0.8 (MEUR -0.6). The Group's financial expenses were
increased by the 2011 equity convertible subordinated loan taken out in the
previous financial period.
Personnel
January 31, January 31, October 31,
2012 2011 2011
--------------------------------------------------------------------------------
Average number of employees 1,096 990 1,034
Employees at the end of the period 1,095 1,030 1,097
--------------------------------------------------------------------------------
Employees in each segment at the end January 31, January 31, October 31,
of the period 2012 2011 2011
--------------------------------------------------------------------------------
Digital Printing Services 314 298 325
Takoma 200 172 190
Safety 201 154 188
HEPAC Wholesale 37 37 37
Value-added Logistics 135 138 131
Fittings 29 32 32
Spare Parts for Motor Vehicles 36 31 35
Heat Treatment 63 58 64
Carpentry Industry 31 31 32
Supports 15 14 16
Fasteners 24 25 25
Technochemical 21 12
Environmental Technology 9
Other 10 10 10
--------------------------------------------------------------------------------
Group in total 1,095 1,030 1,097
--------------------------------------------------------------------------------
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
At the beginning of November, M.Sc.(Econ.) S. Martti Niemi was appointed CEO of
Lämpö-Tukku Oy. He first assumed the position under a fixed-term contract.
Previously, he has worked as a management consultant and, among other posts, as
the CEO at B&B Tools Finland Oy. Lämpö-Tukku Oy's previous CEO Jouko Tyrkkö was
relieved of his duties.
In the period under review, Panostaja implemented an arrangement, through which
Spectra Yhtiöt Oy acquired a 100% holding in Oy Alfa-Kem Ab by means of share
exchange. Oy Alfa-Kem Ab previously formed the Technochemical segment of the
Panostaja Group. Panostaja Oyj's holding in the corporate entity is 32%, which
Panostaja will report as an associated company as of January 2012. In the
previous financial period, Panostaja Group reported its business operations in
thirteen segments.
SEGMENT INSPECTION
The business operations of Panostaja Group for the period under review are
reported in twelve segments: Safety, Digital Printing Services, HEPAC
Wholesale, Takoma, Safety, HEPAC Wholesale, Value-added Logistics, Fittings,
Spare Parts for Motor Vehicles, Heat Treatment, Carpentry Industry, Supports,
Fasteners and Other (parent company + associated companies).
NOVEMBER 2011-JANUARY 2012
Net sales in the Digital Printing Services segment grew from MEUR 7.0 to MEUR
8.3 and operating profit from MEUR 0.6 to MEUR 1.2. The development of
operative functions had a positive effect on the net sales and particularly the
operating profit. The impact of Suomen Graafiset Palvelut Oy, which was
acquired in the previous financial period, on the increased net sales for the
first quarter was MEUR 1.2. The realized corporate acquisition also had a
positive impact on operating profit.
Net sales in the Takoma segment grew from MEUR 6.6 to MEUR 7.7. Operating loss
increased from MEUR -0.2 to MEUR -0.5. The operating loss increased partially
due to delayed cylinder deliveries. The delivery delays were caused by moving
the factory facilities to Akaa during the review period. The Takoma segment's
order book remained at the previous year's level at MEUR 12.
Net sales in the Safety segment grew from MEUR 5.8 to MEUR 7.3 and operating
profit from MEUR 0.1 to MEUR 0.3. The increased net sales and operating profit
were affected by the segment's organic growth. The segment succeeded in
increasing its net sales and operating profit despite more fierce competition
on the market.
Net sales in the HEPAC Wholesale segment decreased from MEUR 4.8 to MEUR 4.5
and the operating profit fell from MEUR 0.0 to MEUR -0.3. The decreased
operating profit was primarily a result of one-time costs (MEUR 0.2) incurred
from clearing up an inventory error discovered in the previous financial
period. The changes in senior management and uncertainties in customer and
supplier relations resulting from a cancelled corporate acquisition manifested
themselves as decreased net sales and increased operating loss.
Net sales in the Value-added Logistics segment increased from MEUR 3.8 to MEUR
4.4, while the operating loss of MEUR -0.1 improved to an operating profit of
MEUR 0.1. The development of operative functions and increased demand by the
technology industry had a positive effect on the net sales and operating
profit.
In the Fittings segment, net sales grew (MEUR 2.7) and operating profit (MEUR
0.1) remained at the reference year's level. This resulted from, for example,
new product launches despite the prevailing market uncertainty.
Net sales in the Spare Parts for Motor Vehicles segment grew from MEUR 2.2 to
MEUR 2.4, while operating profit remained at MEUR 0.2. The demand for original
spare parts remained at the previous year's level.
Net sales in the Heat Treatment segment remained at MEUR 2.0, while operating
profit dropped from MEUR 0.5 to MEUR 0.4. In the segment, service operations
investments and technology industry investments have remained at the reference
year's level.
Net sales in the Carpentry Industry segment decreased from MEUR 1.6 to MEUR 1.4
and operating profit dropped from MEUR 0.3 to MEUR 0.2. In the period under
review, the segment continued to strengthen the market position of its own
brand in selected distribution channels.
Net sales in the Supports segment increased from MEUR 0.8 to MEUR 0.9. The
previous operating loss of MEUR -0.1 improved to an operating profit of MEUR
0.1. The increases in net sales and operating profit were affected by the
weather conditions in November and December, which were exceptionally favorable
to construction.
Net sales in the Fasteners segment remained at the reference year's level at
MEUR 0.7. The operating profit dropped by MEUR -0.1 from the reference year
(MEUR 0.0). The segment's customer demand has remained low.
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 0.1 (MEUR 0.1), which is presented on a separate row in the Group's
income statement.
INVESTMENTS AND FINANCING
The Group's gross capital expenditure in the review period closed were
approximately MEUR 1.5 (MEUR 1.6). The Group's liquidity was good and cash flow
from business operations, MEUR 5.1, was excellent (MEUR 1.7). The Group's
liquid assets were MEUR 14.1 (MEUR 16.6). The Group's equity ratio was 32.0 %
(33.0 %) and interest-bearing net liabilities totaled MEUR 43.9 (MEUR 45.4).
Panostaja Oyj's convertible subordinated loan amounted to MEUR 20.6 of the net
liabilities (MEUR 17.2). The return on equity was -3.3% (-0.1%). The return on
investment was 2.0% (3.0%).
Financial position:
MEUR January 31, 2012 January 31, 2011 October 31, 2011
--------------------------------------------------------------------------------
Interest-bearing 62.6 63.8 66.2
liabilities
Interest-bearing 4.6 1.8 4.4
receivables
Cash and cash equivalents 14.1 16.6 14.6
Interest-bearing net 43.9 45.4 47.2
liabilities
Equity (belonging to the 43.9 46.0 47.4
parent company's
shareholders as well as
minority shareholders)
--------------------------------------------------------------------------------
Gearing, % 100.1 98.6 99.6
Equity ratio, % 32.0 33.0 33.4
Return on equity, % -3.3 -0.1 5.0
Return on investment, % 2.0 3.0 5.6
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 repayment
was February 3, 2012, with the payment date being February 10, 2012. The
repayment paid to the parent company's shareholders totaled MEUR 2.6.
SHARE PRICE DEVELOPMENT AND SHARE OWNERSHIP
Panostaja Oyj's share closing rate fluctuated between EUR 0.96 and EUR 1.05
during the period under review. In the period under review, the exchange of
shares totaled 4,252,104 individual shares, which represents 8.3% of the share
capital. The January share closing rate was EUR 1.04. The market value of the
company's share capital at the end of January was MEUR 53.8 and the company had
3,823 shareholders (4,052).
Development of share 1Q/2012 1Q/2011
exchange
--------------------------------------------------------------------------------
Shares exchanged, 1,000 4,252 2,012
pcs
% of share capital 8.3 3.9
--------------------------------------------------------------------------------
Share October 31, 2012 January 31, 2011 October 31, 2011
--------------------------------------------------------------------------------
Shares in total, 1,000 pcs 51,733 51,733 51,733
Own shares, 1,000 pcs 590 632 602
Closing rate 1.04 1.43 1.06
Market value, MEUR 53.8 74.0 54.8
Shareholders 3,823 4,052 3,826
--------------------------------------------------------------------------------
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 a company.
Matti Koskenkorva's share of Panostaja Oyj's total number of share votes was
below 10%. Maija Koskenkorva's share was 4,411,873 shares, which represents
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 share votes
exceeded 5%. Treindex's share was 3,400,000 shares, which represents 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. Authorized Public Accountant Markku Launis and
Authorized Public Accountants PricewaterhouseCoopers Oy were selected as
general chartered accountants, with Authorized 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 the repayment was February 3,
2012, with the payment date being 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 date-of-acquisition price in
public trade arranged by NASDAQ OMX Helsinki Oy 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 the company's own shares held by the company at the end of
the review period was 589,875 individual shares (at the beginning of review
period: 601,875). The number of the company's own shares corresponded to 1.1%
of the share quantity and the number of votes at the end of the entire review
period.
In accordance with the decisions by the General Meeting on January 27, 2011
and by 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.
EQUITY CONVERTIBLE SUBORDINATED LOANS
At the end of the review period, EUR 5,631,250 of the 2006 convertible
subordinated loan remained. The value of a single loan share was EUR 106,250
53 loan shares remained. The loan period of 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.
At the end of the review period, EUR 15,000,000 of the 2011 convertible
subordinated loan remained. The interest rate for the loan is 6.5%, and the
loan period is February 7, 2011-April 1, 2016. The original share exchange rate
is EUR 2.20, and the loan shares can 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.
At the end of the review period, the total sum of Panostaja Oyj's subordinated
loans stood at EUR 20,631,250.
NEAR-FUTURE RISKS AND FACTORS OF UNCERTAINTY
The most significant risks of the 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 possible 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 possible restraints on credit issue may hamper the
realization of corporate acquisitions and the availability of finance for
working capital.
EVENTS AFTER THE REVIEW PERIOD
The loan period of the 2006 convertible subordinated loan ended on March 1,
2012. The loan (EUR 5,631,250) was repaid in full on the end date of the loan
period. The annual interest of 6.5% was paid for the last time at the end of
the loan period.
Oy Alfa-Kem Ab's prior parent company Annektor Oy merged with Panostaja Oyj on
February 29, 2012. 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. At the same time, loans in the amount of MEUR 6.3 were
reorganized.
PROSPECTS FOR THE REMAINDER OF THE FINANCIAL PERIOD
In accordance with its business strategy, Panostaja Group will focus 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 segments 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 will enable
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 positive to neutral. 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. In the financial year 2012, the Group's net sales are estimated to grow
7-14% over the previous year, and the Group's operating profit is expected to
increase.
Previous result management: It is expected that the Group's net sales will
increase further and its operating profit will improve in 2012.
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
(EUR 1,000) 11/11-01/12 11/10-01/11 2011
3 months 3 months 12
months
Net sales 42,191 37,834 161,681
Other operating income 138 233 901
Costs in total 40,138 36,056 151,192
Depreciations, amortizations and impairment 1,294 1,279 5,143
Operating profit/loss 897 732 6,247
Financial income and costs -845 -578 -2.984
Share of associated company profits 50 60 205
Profit before taxes 102 214 3.468
Taxes on income -26 7 -526
Profit/loss from continuing operations 76 221 2.942
Profit from discontinued operations -457 -241 -726
Profit/loss for the financial period -381 -20 2.216
Attributable to
the shareholders of the parent company -553 -148 937
the minority 172 128 1,279
Earnings per share from continuing operations
EUR, undiluted -0.002 0.002 0.033
Earnings per share from continuing operations
EUR, diluted -0.002 0.002 0.033
Earnings per share from discontinued
operations
EUR, undiluted -0.009 -0.005 -0.014
Earnings per share from discontinued
operations EUR, diluted -0.009 -0.005 -0.014
Earnings per share on continuing and
discontinued
operations EUR, undiluted -0.011 -0.003 0.019
Earnings per share on continuing and
discontinued
operations EUR, diluted -0.011 -0.003 0.019
EXTENSIVE INCOME STATEMENT
Items of the extensive income statement -381 -20 2,216
Translation differences 54 10 -135
Extensive income statement for the period -327 -10 2,081
Attributable to
the shareholders of the parent company -499 -138 802
the minority 172 128 1,279
BALANCE SHEET January 31, January 31, October 31,
2012 2011 2011
(EUR 1,000)
ASSETS
Non-current assets
Goodwill 35,570 38,561 36,529
Other intangible assets 4,900 5,514 5,049
Property, plant and equipment 20,065 17,761 20,061
Interests in associates 3,515 2,443 2,740
Other non-current assets 14,703 9,586 13,097
Non-current assets total 78,753 73,865 77,476
Current assets
Stocks 22,779 25,234 24,005
Trade and other non-interest-bearing 22,463 23,777 26,307
receivables
Cash and cash equivalents 14,095 16,639 14,643
Current assets total 59,337 65,650 64,955
Assets in total 138,090 139,515 142,431
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 -115 -47 -169
Invested unrestricted equity fund 16,481 18,494 19,023
Retained earnings 3,494 3,740 4,047
Total 30,075 32,402 33,116
Minority interest 13,836 13,595 14,270
Equity total 43,911 45,997 47,386
Liabilities
Deferred tax liabilities 1,500 1,774 1,520
Equity convertible subordinated loan 19,945 17,038 19,895
Non-current liabilities 31,208 34,805 32,679
Current liabilities 41,526 39,901 40,951
Liabilities total 94,179 93,518 95,045
Equity and liabilities in total 138,090 139,515 142,431
CASH FLOW STATEMENT 01/2012 01/2011 2011
Net cash flow from (used in) operations 5,078 1,656 4,354
Net cash flow from (used in) investments -1,435 -1,609 -6,782
Loans drawn 398 1,313 19,437
Loans repaid -4,013 -2,693 -17,743
Share issue 0 5,737 5,737
Share subscription 0 316 316
Disposal of own shares 12 906 942
Dividends paid -619 -265 -2,853
Net cash flow from (used in) financing -4,222 5,314 5,836
Change in cash flows -579 5,361 3,408
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(EUR 1,000) Equity Share Invest Transl Profit Minori Total
premiu ed ation funds ty
m unrest differ share-
accoun ricted ences holder
t equity s'
fund intere
st
Equity on November 1, 5,529 4,646 11,574 -57 6,497 13,923 42,112
2010
Profit for the financial -149 129 -20
period
Dividends paid -2,555 -265 -2,82
Share subscription 40 276 316
Share issue 5,738 5,738
Disposal of own shares 906 906
Translation differences 10 10
Changes in minority -53 -192 -245
interest
Other changes in equity, 40 6,92 10 -2,608 -457 3,905
total
Equity on January 31, 5,569 4,646 18,494 -47 3,74 13,595 45,997
2011
Equity on November 1, 5,569 4,646 19,023 -169 4,047 14,27 47,386
2011
Profit for the financial -553 172 -381
period
Dividends paid -619 -619
Repayment of capital -2,557 -2,557
Disposal of own shares 12 12
Reward system 3 3
Translation differences 54 54
Changes in minority 13 13
interest
Other changes in equity, -2,542 54 0 -616 -3,094
total
Equity on January 31, 5,569 4,646 16,481 -115 3,494 13,836 43,911
2012
KEY FIGURES
01/2012 01/2011 10/2011
Equity per share, EUR 0.59 0.63 0.65
Earnings per share, diluted, EUR -0.01 -0.00 0.02
Earnings per share, undiluted, EUR -0.01 -0.00 0.02
Average number of shares during financial period, 51,137 47,194 50,128
1,000
Number of shares at end of review 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 61,268 57,319 60,258
Return on equity, % -3.3 -0.1 5.0
Return on investment, % 2.0 3.0 5.6
Gross capital expenditure
To permanent assets, MEUR 1.5 1.6 9.1
% of net sales 3.6 4.2 5.6
Interest-bearing liabilities 62.6 63.8 66.2
Equity ratio, % 32.0 33.0 33.4
Average number of employees 1,096 990 1,034
GROUP DEVELOPMENT BY QUARTER
Q1/12 Q4/11 Q3/11 Q2/11 Q1/11 Q4/10 Q3/10
Net sales 42.2 44.7 39.2 40.0 37.8 39.6 34.4
Other operating income 0.1 0.4 0.1 0.1 0.2 1.6 0.0
Costs in total -40.1 -42.8 -35.5 -36.8 -36.0 -37.5 -31.9
Depreciations, amortizations -1.3 -0.8 -1.6 -1.5 -1.3 -1.5 -1.2
and impairment
Operating profit/loss 0.9 1.5 2.2 1.8 0.7 2.1 1.3
Financing items -0.8 -0.7 -0.9 -0.9 -0.6 -0.7 -0.6
Share of associated company 0.1 0.1 -0.1 0.1 0.1 0.0 0.0
profits
Profit before taxes 0.1 0.9 1.2 1.0 0.2 1.4 0.5
Taxes 0.0 -0.1 -0.6 0.2 0.0 0.1 -0.3
Profit from continuing 0.1 0.8 0.6 1.4 0.2 1.5 0.2
operations
Profit from discontinued -0.5 -0.1 0.0 -0.4 -0.2 -2.1 -0.2
operations
Profit for the financial period -0.4 0.7 0.6 1.0 0.0 -0.6 0.0
Minority interest 0.2 0.3 0.3 0.5 0.1 -0.4 0.2
Parent company shareholder -0.6 0.4 0.3 -0.5 -0.1 -1.0 0.2
interest
GUARANTEES GIVEN
EUR 1,000 01/2012 01/2011 2011
Guarantees given on behalf of Group companies
Enterprise mortgages 41,394 40,988 41,394
Pledges given 54,184 59,225 59,019
Other liabilities 1,549 680 1,549
Other rental agreements
In one year 7,121 5,451 7,160
In over one year but within five years maximum 17,572 13,623 17,543
In over five years 3,695 4,114 3,162
Total 28,388 23,188 27,865
SEGMENT INFORMATION
NET SALES 1Q/2012 1Q/2011
Digital Printing Services 8,324 7,013
Takoma 7,699 6,594
Safety 7,326 5,782
HEPAC Wholesale 4,460 4,794
Value-added Logistics 4,441 3,756
Fittings 2,714 2,741
Spare Parts for Motor Vehicles 2,448 2,214
Heat Treatment 1,953 2,006
Carpentry Industry 1,412 1,590
Supports 947 837
Fasteners 679 702
Other 16 14
Eliminations -228 -209
Group in total 42,191 37,834
OPERATING PROFIT 1Q/2012 1Q/2011
Digital Printing Services 1,155 589
Takoma -538 -247
Safety 281 159
HEPAC Wholesale -304 34
Value-added Logistics 159 -84
Fittings 106 63
Spare Parts for Motor Vehicles 179 203
Heat Treatment 413 484
Carpentry Industry 196 312
Supports 131 -56
Fasteners -68 -33
Other -813 -692
Group in total 897 732
SEGMENT INFORMATION BY QUARTER
Net sales (MEUR) 1Q/12 4Q/11 3Q/11 2Q/11 1Q/11 4Q/10 3Q/10
Digital Printing Services 8.3 8.5 7.8 8.2 7.0 6.7 5.6
Takoma 7.7 7.4 6.3 7.2 6.6 6.8 4.9
Safety 7.3 7.0 5.8 6.0 5.8 6.3 5.3
HEPAC Wholesale 4.5 6.2 5.2 4.4 4.8 5.5 5.0
Value-added Logistics 4.4 4.0 3.9 3.8 3.8 3.8 3.8
Fittings 2.7 3.0 2.7 3.0 2.7 3.1 3.2
Spare Parts for Motor Vehicles 2.4 2.8 2.4 2.2 2.2 2.4 2.2
Heat Treatment 2.0 2.7 2.2 2.2 2.0 2.0 1.7
Carpentry Industry 1.4 1.3 1.3 1.5 1.6 1.3 1.3
Supports 0.9 1.2 1.0 0.9 0.8 1.1 0.9
Fasteners 0.7 0.8 0.8 0.8 0.7 0.8 0.7
Other 0.0 0.0 0.0 0.0 0.0 0.1 0.0
Eliminations -0.1 -0.2 -0.2 -0.2 -0.2 -0.3 -0.2
Group in total 42.2 44.7 39.2 40.0 37.8 39.6 34.4
Operating profit (MEUR) 1Q/12 4Q/11 3Q/11 2Q/11 1Q/11 4Q/10 3Q/10
Digital Printing Services 1.1 1.3 1.1 1.1 0.6 1.0 0.7
Takoma -0.5 -0.6 -0.4 -0.1 -0.2 -0.6 -0.4
Safety 0.3 0.3 0.4 0.4 0.1 1.2 0.4
HEPAC Wholesale -0.3 -0.6 0.0 0.0 0.0 0.2 0.1
Value-added Logistics 0.1 0.3 0.2 0.0 -0.1 0.0 0.1
Fittings 0.1 0.0 0.0 0.2 0.1 0.2 0.1
Spare Parts for Motor Vehicles 0.2 0.4 0.3 0.2 0.2 0.3 0.3
Heat Treatment 0.4 0.7 0.5 0.4 0.5 0.1 0.0
Carpentry Industry 0.2 0.1 0.3 0.3 0.3 -0.1 0.2
Supports 0.1 0.2 0.2 0.1 -0.1 0.1 0.2
Fasteners -0.1 -0.1 0.0 0.0 0.0 0.0 0.0
Other -0.7 -0.5 -0.4 -0.8 -0.7 -0.2 -0.4
Group in total 0.9 1.5 2.2 1.8 0.7 2.2 1.3
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 eleven 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. Lämpö-Tukku Oy (HEPAC Wholesale)
specializes in HEPAC wholesale operations. 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 HVAC field, manufacturing and
selling supports. Vindea Oy (Value-added Logistics) is an enterprise
specialized in value-added logistics services for the Finnish metal industr
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