2015-08-28 07:45:00 CEST
2015-08-28 07:45:03 CEST
REGULATED INFORMATION
Vaahto Group Plc Oyj - Interim report (Q1 and Q3)
VAAHTO GROUP INTERIM REPORT for January 1 – June 30, 2015
Helsinki, Finland, 2015-08-28 07:45 CEST (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC
OYJ'S INTERIM REPORT, AUGUST 28, 2015 AT 8:45
VAAHTO GROUP INTERIM REPORT for January 1 - June 30, 2015
Development of business operations
Turnover from Vaahto Group's continuing operations for the period from January
1 to June 30, 2015 was 10.0M euros (reference period: 8.8M euros) and the
operating loss from continuing operations 1.6M euros (0.2M euros).
The turnover increased over the reference period by 1.8M euros thanks to
increased orders. The net margins were low, however. The operating result fell
by 1.4M euros. The modest operating result was due to the market situation,
which remained challenging, and the higher-than-expected cost of some delivery
projects. The operating result was further undermined by the fact that the
Group's overhead expenses were allocated to notably reduced operations. The
overhead expenses are allocated in their entirety to the continuing operations,
not to discontinued operations. On the other hand, the operating result of
reference period was positively impacted by the completion of a significant
project at a higher-than-expected margin.
The order book for the Group's continuing operations as of June 30, 2015,
totaled 10.7M euros (9.7M euros). Compared with the reference period, the
orders grew by 1.0M euros.
In February, Vaahto Group Plc Oyj announced an arrangement concluded with its
key lenders, intended to strengthen the Company's financial position and secure
its continued operation. With this agreement, the Company's financiers
committed to waive loans totaling 3.9M euros; to convert loan receivables in
the amount of 1.2M euros into a subordinated loan; and to grant a grace period
for their receivables, continuing until June 30, 2016. At the same time, Vaahto
Group Plc Oyj carried out a private placement issuing 10,000,000 new shares at
the price of 0.25 euros per share.
As part of the financial stabilization program, the Group has adopted a cost
and operations adjustment plan aimed at reducing annual expenditure by more
than 0.8M euros. The adjustment plan is to be implemented in the course of 2015
and is expected to cause a one-time adjustment cost of 0.4M euros. The plan is
moving ahead as planned, with the cost savings projected to become evident
toward the end of 2015 and have a full impact at the beginning of 2016. The
Group's financial situation continues to be difficult, however, and is further
challenged by project deliveries requiring more working capital than
anticipated. The company is involved in active negotiations concerning
remarkable corporate and financial arrangements. More information in chapter
“Developments since the end of the review period”
Reporting of business operations
In line with the strategy set out by the Vaahto Group Board of Directors, the
Group has this year remained focused on the Process Technology business
operations.
AP-Tela Oy was classified as a discontinued operation in the 2014 financial
year. All business operations of the Vaahto Paper Technology segment have thus
been either sold or classified as discontinued operations. The Vaahto Group
reports its business operations as one segment, consisting of Vaahto Process
Technology operations.
The negotiations concerning AP-Tela have not yet resulted in a sale, and the
Board of Vaahto Group Plc Oyj will reassess the situation later this year.
The effect of discontinued operations on profit/loss is shown on its own line,
separate from continued operations. No Group administration costs are allocated
to the discontinued operations, which means that these costs are fully borne by
the continued operations. As the volume of the continued operations has shrunk,
the relative burden of these costs on the continued operations has increased.
Vaahto Process Technology
The operations of Vaahto Process Technology encompass the continuing operations
of the Company in their entirety. The turnover for the period from January 1 to
June 30, 2015, came to 10.0M euros (8.8M euros), and the operating loss was
1.6M euros (0.2M euros for the reference period).
The operations of Vaahto Process Technology are divided into two business
units: Japrotek Vessels and Stelzer Mixing Technology. Japrotek Vessels
specializes in delivering complete process equipment for demanding applications
along with tank-agitator combinations. Stelzer Mixing Technology is focused on
agitator products for chemical and food-industry applications and seeks growth
in new market areas.
In early 2015, the order book of Japrotek Vessels, the largest business unit
within Vaahto Process Technology, was weaker than anticipated, and
employer-employee co-determination negotiations were initiated in preparation
for a reduction in workload and possible adjustment measures. Order intake
increased slightly toward the end of the reporting period, but the order book
for the current financial year remains more modest than projections. The
challenging market situation in the first half of the year, together with the
higher-than-expected cost of some delivery projects, place a burden on the
liquidity of the unit. The investment outlook in the forest industry is
expected to have a positive effect on the market situation.
The early months were challenging for Stelzer Mixing Technology, and the
workforce was adjusted to the reduced workload. In early 2015, however, the
order intake started to grow, and by the end of June, the order book had
doubled in size from the beginning of the year. The challenge for the rest of
the year is to realize the received orders as planned and maintain the positive
order development.
Financing and liquidity
The cash flow from the Group's business operations was -2.2M euros (0.8M
euros), and the cash flow from investments -0.1M euros (-0.2M euros) during the
period under review. Interest-bearing liabilities amounted to 8.4M euros (18.4M
euros) at the end of the period under review. The Group's consolidated
balance-sheet total was 14.8M euros (13.3M euros).
On February 16, 2015, Vaahto Group Plc Oyj signed an agreement with its key
financiers, according to which the lenders would waive loans totaling 3.9M
euros, convert loan receivables in the amount of 1.2M euros into a subordinated
loan and grant a grace period for their receivables until June 30, 2016. At the
same time, Vaahto Group Plc Oyj carried out a private placement issuing
10,000,000 new shares at the price of 0.25 euros per share.
As part of the financial stabilization program, the Group has adopted a cost
and operations adjustment plan aimed at reducing annual expenditure by more
than 0.8M euros. The adjustment plan is to be implemented in the course of 2015
and is expected to cause a one-time adjustment cost of 0.4M euros. The expected
cost reduction of 0.8M euros would have its full impact in 2016.
The Group's weak result for the early months of the year, together with the
challenging markets, greatly strain its liquidity. In the early months of 2015,
orders of Japrotek Oy Ab, a Group subsidiary, were carried out with delays,
with their production resources being overburdened in the first six months.
This development has strained the Group's working capital and has added to the
cost. The Group's financial situation remains extremely challenging and its
working capital requires continuous monitoring. According to the Board's
current estimate, the working capital at its present level will suffice to
cover the operations until the last quarter of 2015. The interim report
continues to be in breach of an existing covenant, and the Company will seek
assurance from its financiers that no consequences of the breach would arise
for the Group. The company is involved in active negotiations concerning
significant corporate and financial arrangements. The result of these
negotiations will have a crucial impact to the financial situation and the
future of Vaahto Group Plc Oyj.
The Group's Board of Directors is involved in active negotiations with the main
shareholders and lenders of the Group in order to secure its financial
position.
Human resources
As of June 30, 2015, the average number of personnel employed by the Group in
continuing operations was 137 (133).
The interim CEO of the Company from September 1, 2014, until March 31, 2015,
was Mr. Topi Karppanen, M.Sc.; Mr. Kalle Rasinmäki, M.Sc. was nominated to
serve as CEO from April 1, 2015.
Risks and uncertainty factors
The Group's liquidity remains tight and involves significant risks. The working
capital is under active monitoring through cash flow projections. According to
the Group's estimate, the current working capital will suffice to cover the
operations until the last quarter of 2015. The company is involved in active
negotiations concerning significant corporate and financial arrangements. The
result of these negotiations will have a crucial impact to the financial
situation and the future of Vaahto Group Plc Oyj.
Vaahto Group Plc Oyj has a pending dispute regarding the terms and conditions
of an employment contract with a former CEO who has been dismissed. A lower
court has approved an action brought by the former CEO against the Company. A
provision for compensation in the amount specified in the court decision has
been included in the 2014 financial statements. The Company has filed a
complaint, but its appeal is still under consideration.
Private placement
On February 15, 2015, the Board of Directors of Vaahto Group Plc Oyj decided on
a private placement, offering no more than 10,000,000 new shares for
subscription. The shares were subscribed as follows: 3,000,000 shares by Mr.
Mikko Laakkonen; 3,000,000 shares by HML Finance Oy; 3,000,000 shares by the
Nemea Credit Opportunities Fund (a sub-fund of Nemea Alternative Investment
Fund (SICAV) Ltd); and 1,000,000 shares by Lombard International SA's PCP
34443. The issue price of all the shares issued was 0.25 euros per share. The
investors subscribed all shares offered to them.
The subscription price was determined in the negotiations between the Company
and the investors. The price was determined based on the Company's financial
situation and any alternative financing options. The shares were paid for in
cash on February 18, 2015.
Vaahto Group Plc Oyj issued a prospectus approved by the Finnish Financial
Supervisory Authority on August 7, 2015, for the admission of the 10,000,000
new shares issued in the above placement, as well as the 2,000,000 shares
issued according to the decision dated March 10, 2014, to trading on the NASDAQ
OMX Helsinki Oy stock exchange. The trading began on August 12, 2015.
Equity capital
Group equity according to the 2014 financial statements was 8.6M euros to the
negative. The arrangement completed with the financiers over the first quarter
of 2015 had a positive effect on the equity. The arrangement included a waiver
of loans in the amount of 3.9M euros, conversion of loan receivables of 1.2M
euros into a subordinated loan, and new equity in the form of a private
placement of 2.5M euros. As of June 30, 2015, the Group equity was negative
4.0M euros.
The parent company's books include a subordinated loan of 1.175M euros granted
by the Company's financiers pursuant to Chapter 12 of the Companies Act. The
loan bears an annual interest of five percent, accruing annually. The loan is
due for repayment in its entirety in five years from the disbursement, i.e., in
2020. The loan capital, along with any accrued unpaid interest, may only be
repaid according to the provisions of the Companies Act.
Japrotek Oy Ab's first quarter of 2015 brought a loss, which resulted in
negative equity for the Company. That loss can be attributed to the
higher-than-expected cost of some delivery projects and a
weaker-than-anticipated order book for the first quarter. The company took some
immediate steps to improve the efficiency of its operations and initiated
negotiations according to the Employer-Employee Cooperation Act to adjust its
operations in line with weakened demand and market situation. The negotiations
resulted in a decision to adjust the number of personnel as dictated by the
financial situation and order intake in August 2015 at the earliest.
Authorization for a share issue
The general meeting of April 14, 2015, voted to authorize the Board of
Directors to decide on the issue of new shares and options and other special
entitlements to shares pursuant to Chapter 10, Section 1 of the Companies Act,
in one or more installments. The maximum number of new shares that may be
issued is 10,000,000, including shares issued on the basis of special
entitlement. This authorization is valid until May 31, 2016, unless a general
meeting amends or revokes the authorization before that date.
Projection for the January 1 - December 31, 2015 financial year
With the weaker-than-anticipated order book and result in the first half of the
year, and the unusual amount of uncertainty connected with the second half-year
projection, the Group management expects the result from continuing operations
to be below that of the reference period.
Developments since the end of the review period
As part of the adjustment program and according to the decision of Vaahto Group
Plc Oyj's Board, the operations of the Lahti main office will be transferred to
the office of Japrotek Oy Ab in Pietarsaari by August 30, 2015. The cost of
this transfer is included in the estimated one-off cost of the adjustment
program.
The company is involved in active negotiations concerning significant corporate
and financial arrangements. The result of these negotiations will have a
crucial impact to the financial situation and the future of Vaahto Group Plc
Oyj. The negotiations are expected to be closed by September 2, 2015 and the
result of the negotiations will be announced without delay.
Interim management statement
Vaahto Group Plc Oyj will publish the management's interim statement for the
first nine months of the 2015 financial year on November 6, 2015.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS
Interim Report Interim Report Interim Report Interim Report
Annual Report
1 000 1.1.-30.6.2015 1.1.-30.6.2014 1.4.-30.6.2015 1.4.-30.6.2014
1.1.-31.12.2014
EUR
6kk 6kk 3kk 3kk
12 months
CONTIN
IUING
OPERA
TIONS
NET 9 974 8 783 5 352 4 407
20 262
TURNO
VER
Change 369 47 276 63
-523
in
finis
hed
goods
and
work
in
progr
ess
Other 90 189 0 1
111
opera
ting
incom
e
Materi -6 115 -3 213 -3 276 -1 796
-9 621
al and
servi
ces
Employ -4 174 -4 011 -2 127 -2 046
-7 499
ee
benef
it
expen
ses
Deprec -114 -128 -56 -41
-259
iation
s
Other -1 633 -1 909 -851 -914
-3 929
opera
ting
expen
ses
OPERAT -1 603 -242 -683 -326
-1 457
ING
PROFI
T OR
LOSS
Financ 3 960 3 026 7 341
3 036
ing
incom
e
Financ -512 -815 -159 -559
-1 152
ing
expen
ses
PROFIT 1 845 1 969 -834 -545
426
OR
LOSS
BEFOR
E
TAXES
Tax on 49 -67 3 -23
77
incom
e from
opera
tions
PROFIT 1 893 1 902 -831 -567
349
OR
LOSS
FOR
THE
FISCA
L YEAR
FROM
THE
CONTI
NUING
OPERA
TIONS
DISCON
TINUIN
G
OPERA
TIONS
Profit 222 -2 076 101 -2 285
-3 658
of
loss
for
the
fisca
l year
from
the
disco
ntinui
ng
opera
tions
PROFIT 2 116 -174 -730 -2 852
-3 309
OR
LOSS
FOR
THE
FISCA
L YEAR
OTHER
COMPR
EHENSI
VE
INCOM
E:
Transl 0 -5 0 0
-5
ation
diffe
rences
Other 0 -5 0 0
-5
compr
ehensi
ve
incom
e, net
of
tax
TOTAL 2 116 -179 -730 -2 852
-3 314
COMPR
EHENSI
VE
INCOM
E
Earnin
gs per
share
calcu
lated
on
profi
t
attri
butabl
e to
equit
y
holde
rs of
the
paren
t:
EPS 0,17 0,38 -0,08 -0,11
0,06
undil
uted,
euros
/share
,
conti
nuing
opera
tions
EPS 0,17 0,38 -0,08 -0,11
0,06
dilut
ed,
euros
/share
,
conti
nuing
opera
tions
EPS 0,02 -0,42 0,01 -0,46
-0,67
undil
uted,
euros
/share
,
cdiso
ntinui
ng
opera
tions
EPS 0,02 -0,42 0,01 -0,46
-0,67
dilut
ed,
euros
/share
,
disco
ntinui
ng
opera
tions
EPS 0,19 -0,03 -0,07 -0,57
-0,60
undil
uted,
euros
/share
EPS 0,19 -0,03 -0,07 -0,57
-0,60
dilut
ed,
euros
/share
Averag
e
numbe
r of
share
s
-undil 11 060 233 4 977 360 11 060 233 4 977 360 5
484 209
uted
-dilut 11 060 233 4 977 360 11 060 233 4 977 360 5
484 209
ed
CONSOLIDATED BALANCE SHEET, IFRS
1 000 EUR 30.6.2014 31.12.2014
ASSETS
NON-CURRENT ASSETS
Intangible assets 16 22
Goodwill 1 583 1 583
Tangible assets 2 590 2 751
Available for sale investments 25 25
NON-CURRENT ASSETS 4 214 4 382
CURRENT ASSETS
Inventories 2 279 1 762
Trade receivables and other receivables 5 890 4 599
Cash and bank 222 544
CURRENT ASSETS 8 390 6 904
NON-CURRENT ASSETS HELD FOR SALE 2 184 1 986
ASSETS 14 788 13 272
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY
Share capital 2 872 2 872
Share premium account 6 6
Fair value reserve and other reserves 8 432 6 060
Translation differences 51 51
Retained earnings -15 398 -17 568
SHAREHOLDERS' EQUITY -4 038 -8 579
NON-CURRENT LIABILITIES
Subordinated loans 1 175 0
Deferred tax liability 589 582
Long-term liabilities, interest-bearing 133 42
Non-current provisions 425 432
NON-CURRENT LIABILITIES 2 322 1 056
CURRENT LIABILITIES
Short-term liabilities, interest-bearing 7 022 12 558
Trade payables and other liabilities 8 224 6 820
Tax liability, income tax 0 232
Current provisions 800 800
CURRENT LIABILITIES 16 046 20 410
LIABILITIES OF DISPOSAL GROUP HELD FOR SALE
Interest-bearing liabilities held for sale 43 67
Interest-free liabilities held for sale 414 319
LIABILITIES OF DISPOSAL GROUP HELD FOR SALE 457 386
EQUITY AND LIABILITIES 14 788 13 272
KEY FIGURES
The business indicators
Interim Interim Annual Report
Report Report
1.1.-30.6.15 1.1.-30.6.14 1.1.-31.12.14
1 000 EUR 6 months 6 months 12 months
Turnover, continuing operations 9 974 8 783 20 262
Operating profit/loss, continuing -1 603 -242 -1 457
operations
% of turnover -16,1 -2,8 -7,2
Profit/Loss before taxes, continuing 1 845 1 969 426
operations
% of turnover 185,0 224,2 21,0
Profit or loss for the period fron 222 -2 076 -3 658
the discontinuing operations
Earnings per share calculated on 2 116 -174 -3 314
profit attributable to equity
holders of the parent
% of turnover 17,3 -1,3 -11,9
Return on equity (ROE), % 2) neg neg neg
Return on investment (ROI), % 2) neg neg neg
Equity ratio, % neg neg neg
Gearing na na na
Gross investments in fixed assets 67 181 268
% of turnover 0,7 2,1 1,3
Order backlog, continuing operations 10 688 9 693 9 305
Total number of personnel 137 135 140
(average,contiuing operations)
CONSOLIDATED FLOW OF FUNDS STATEMENT, IFRS
Interim Report Interim Annual Report
Report
1 000 EUR 1.1.-30.6.2015 1.1.-30.6.14 1.1.-31.12.2014
FLOW OF FUNDS FROM OPERATIONS:
Profit or loss before taxes 2 116 -174 -3 309
Adjustments: 0 0 0
Depreciations 150 290 540
Impairment losses 0 178 3 650
Unrealized foreign exchange gains -12 -35 -76
and losses
Other income and expenses, no 598 1 701 -265
payment related
Debt relief -3 850 -3 000 -3 000
Financing income and expenses -512 900 1 117
Sales profit/loss 12 0 0
Taxes -44 46 4
Flow of funds from operations -1 543 -94 -1 339
before the change in working
capital
Change in working capital: 0 0 0
Change in short-term receivables 105 1 991 4 813
Change in inventories -737 106 1 141
Change in short-term 329 -491 -2 050
non-interest-bearing creditors
Flow of funds from operations -1 846 1 511 2 565
before financial items and taxes
Interests and other financial -393 -632 -1 046
expenses from operations paid
Dividends received 1 2 2
Interests and other financial 1 2 3
income received
Income taxes paid 0 -42 -48
FLOW OF FUNDS FROM OPERATIONS -2 238 840 1 475
FLOW OF FUNDS FROM INVESTMENTS:
Investments in tangible and -67 -181 -268
intangible assets
Income from sales of tangible and 0 0 922
intangible assets
FLOW OF FUNDS FROM INVESTMENTS -67 -181 654
FLOW OF FUNDS FROM FINANCIAL
ITEMS:
Share issue 2 500 1 040 1 040
Withdrawals of short-term loans 301 221 906
Repayments of short-term loans -819 -1 953 -3 661
Withdrawals of long-term loans 0 0 0
Repayments of long-term loans 0 0 0
FLOW OF FUNDS FROM FINANCIAL 1 982 -692 -1 715
ITEMS
Change of liquid funds -322 -33 414
Liquid assets at the beginning of 544 129 129
the fiscal year
Liquid assets at the end of the 222 96 544
fiscal year
Change in liquid assets according -322 -33 414
to the balance sheet
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY, IFRS
1 000 EUR Share Share Unrestric Reserv Translat Retaine Total
capita premium ted e fund ion d
l account equity differen earning
reserve ces s
Change in
shareholders'
equity
1.1.-30.6.2015
Shareholders' 2 872 6 4 065 1 995 51 -17 568 -8 579
equity at the
beginning of the
fiscal period
Comprehensive
income:
Profit or loss 2 085 2 085
for the period
Translation 0 0 0
differences
Total 0 2 085 2 085
comprehensive
income
Transactions with 0
owners:
Share issue 2 500 2 500
Transaction costs -44 -44
for equity
Deferred taxes 0 0
due to period
changes
Effect of change 0 0
in tax rate
Transactions with 0 0 2 456 0 0 0 2 456
owners total
Shareholders' 2 872 6 6 521 1 995 51 -15 483 -4 038
equity at the
end of the
fiscal period
Change in Share Share Unrestric Reserv Translat Retaine Total
shareholders' capita premium ted e fund ion d
equity l account equity differen earning
1.1.-30.6.2014 reserve ces s
Shareholders' 2 872 6 3 068 1 995 48 -14 251 -6 262
equity at the
beginning of the
fiscal period
Comprehensive
income:
Profit or loss -174 -174
for the period
Translation 3 -8 -5
differences
Total 3 -182 -179
comprehensive
income
Transactions with 0
owners:
Share issue 1 040 1 040
Transaction costs -32 -32
for equity
Deferred taxes 6 6
due to period
changes
Effect of change -17 -17
in tax rate
Transactions with 997 997
owners total
Shareholders' 2 872 6 4 065 1 995 51 -14 433 -5 444
equity at the
end of the
fiscal period
DISCONTINUED OPERATIONS
Interim Report Interim Report Annual Report
1 000 EUR 1.1.-30.6.2015 1.1.-30.6.2014 1.1.-31.12.2014
6kk 6kk 12kk
Profit or loss of the
discontinued operations
Turnover 2 240 4 529 7 628
Other income 0 119 363
Expenses -2 008 -4 991 -7 860
Amortizations, Sales gains and 0 -1 593 -3 581
losses
Depreciations -36 -162 -281
Other items 30 0 0
Profit or loss before taxes 227 -2 097 -3 731
Taxes -5 21 74
Profit or loss from the 222 -2 076 -3 658
discontinued operations
Flow of funds from the
discontinued operations
Flow of funds from operations 94 -2 256 -209
Flow of funds from investments 0 0 766
Flow of funds from financial -24 -23 -47
items
Flow of funds total 70 -2 279 511
Non-current assets held for 30.6.2015 30.6.2014 31.12.2014
sale of discontinued
operations
Intangible assets 8 12 8
Tangible assets 1 529 5 140 1 527
Inventories 540 789 428
Receivables 108 2 350 24
Assets total 2 184 8 291 1 986
Liabilities of disposal group 30.6.2015 30.6.2014 31.12.2014
held for sale of discontinued
operations
Non-current liabilities held 0 43 0
for sale, interest-bearing
Current liabilities held for 43 47 67
sale, interest-bearing
Current liabilities held for 414 4 788 319
sale, interest-free
Liabilities total 457 4 878 386
Securities and responsibilities
EUR
30.6.2015 30.6.2014
Granted securities
Debt secured by real estate and corporate mortgages
Loans from financial institutions and pension loans 3 531 6 051
Other loans 2 000 2 000
Credit limits in use 812 3 698
Total 6 343 11 749
Loans from financial institutions are secured by real estate and corporate
mortgages and share pledges. Other loans are secured by share pledges and bank
deposits. Share pledges are the share capitals of Vaahto Group Plc Oyj's
subsidiaries.
Mortgages granted to secure loans and bank guarantees
Real estate mortgages 2 543 2 543
Corporate mortgages 3 582 13 163
Total 6 125 15 706
Other granted securities for own behalf
Deposits 0 1 483
Total 0 1 483
Other granted securities
Vaahto Group Plc Oyj has granted as securities the share capitals of its
subsidiaries Japrotek Oy Ab, AP-Tela Oy and Stelzer Rührtechnik International
GmbH.
Contingent liabilities and other liabilities
Bank guarantees
Bank guarantee limits total 4 874 4 990
Bank guarantee limits, used 3 608 4 652
Operating lease agreements
Within a year 127 185
More than one year but no more than 5 years 68 234
Total 195 418
Figures are in thousand euros unless otherwise indicated. The figures have not
been audited.
Notes required by IAS34
Accounting principles
The interim report was drawn up according to the same accounting principles and
calculation methods as the previous financial statement, for the fiscal period
that ended on December 31, 2014
Dividens paid
During the period under review, Vaahto Group Plc Oyj paid no dividends.
Lahti, August 28, 2015
VAAHTO GROUP PLC OYJ
Board of Directors
Additional information:
Mr. Sami Alatalo, Chairman of the Board, +358 40 826 2066
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