2013-02-07 12:00:03 CET
2013-02-07 12:00:16 CET
REGULATED INFORMATION
Glaston Oyj Abp - Financial Statement Release
Glaston Corporation Financial Statement Release 1 January – 31 December 2012
Helsinki, Finland, 2013-02-07 12:00 CET (GLOBE NEWSWIRE) -- GLASTON CORPORATION
Financial Statement Release 7 February 2013 at 13.00
Glaston Corporation Financial Statement Release 1 January - 31 December
2012
Continuing Operations January-December 2012 compared with January-December 2011
(comparison year figures have been restated)
- Orders received in January-December totalled EUR 118.1 (120.6) million.
Orders received in the fourth quarter totalled EUR 33.3 (34.9) million.
- The order book on 31 December 2012 was EUR 34.2 (35.8) million.
- Consolidated net sales totalled EUR 115.6 (119.7) million. Final quarter net
sales were EUR 32.3 (33.7) million.
- EBITDA was EUR 2.0 (2.3) million, i.e. 1.7 (1.9)% of net sales.
- The operating result excluding non-recurring items was a loss of EUR 3.4 (3.4
loss) million, i.e. -3.0 (-2.8)% of net sales. The final quarter operating
profit, excluding non-recurring items, was EUR 0.4 (0.0) million.
- The operating result was a loss of EUR 8.8 (3.1 loss) million, i.e. -7.6
(-2.6)% of net sales. The final quarter operating result was a loss of EUR 2.0
(0.2 profit) million.
- Return on capital employed (ROCE) was -12.5 (0.3)%
- Continuing Operations' earnings per share were EUR -0.17 (-0.16) and for the
fourth quarter EUR -0.06 (-0.02). Continuing and Discontinued Operations'
earnings per share totalled EUR -0.21 (-0.14) euros and in the fourth quarter
EUR -0.05 (-0.01).
- The Board of Directors proposes to the Annual General Meeting that no
dividend be distributed.
- Glaston expects 2013 net sales to be on the 2012 level and the operating
result to be positive.
President & CEO Arto Metsänen:
“Glaston's market overall in 2012 continued to be challenging. After a weak
start to the year, the market turned in a better direction in the second half
of the year, and the latter part of the year went according to our plans.
Towards the end of the year, to improve profitability we implemented adjustment
measures, which were mostly strongly targeted at Finland and Brazil. The annual
savings of the adjustment programme, amounting to around EUR 5 million, will be
realised in full during 2013.
At the end of 2012, we also initiated measures to strengthen significantly the
company's financial position. These measures include plans for a share issue,
negotiations with present lenders on a new long-term financial agreement and
negotiations on the conversion of convertible bonds and a debenture bond into
Glaston shares. According to current estimates, the measures will be
implemented during the first quarter of 2013.
As a result of the above-mentioned measures, we start 2013 from a sound
foundation. Moreover, our expectations for the development of the market in
2013 are cautiously positive. An indication of this is good order intake for
several FC500™ machines at the beginning of the year and also the concluded
EUR 3.4 million sale in China, which included two CCS900™ machines and one
FC500™ machine.”
Markets
Glaston's market situation and operating environment remained challenging in
2012 as a consequence of general economic development and uncertainty. After a
weak start to the year, demand picked up towards the end of the year and
particularly in the final quarter. Price competition intensified in both
machine sales and services. In South America, the market was stable. Global
economic instability adversely affected the development of the Asian market at
the beginning of the year. Demand in the area turned, however, to modest growth
in the second half of the year. There were indications of a revival of the
North American market, with particular growth of demand for machine upgrade and
modernisation products. In the EMEA area, the difficult situation continued,
with significant regional differences.
Machines
The market situation of the Machines segment was challenging in 2012. The Asian
and EMEA markets levelled off during the first half of the year, but picked up
in the third quarter and particularly in the fourth quarter of the year. In
Europe, sales directed at Eastern Europe in particular grew, boosted by Russia.
In North America, the gradual recovery from a low level continued. In South
America, development was stable.
The Machines segment's product development investments continued. In
pre-processing machines, the new UC 300 and UC 500 automatic cutting lines were
launched on to the market. The range of tools was supplemented by the
SolarTech™ and White Tech™ diamond grinding wheels, which are particularly
suitable for the grinding of solar panel, home appliance and furniture glass.
In heat treatment machines, the most significant new products were the Glaston
Air™ air floatation technology concept for tempering 2 millimetre glass as well
as a global cooperation agreement with the German company Arcon relating to the
reduction of anisotropy, namely iridescence, in glass. By developing production
line efficiency, Glaston managed by the end of the year to reduce the delivery
time of basic tempering machines from six months to around 15 weeks, which gave
the company an important competitive advantage.
The unstable economic outlook was reflected in customers' investment activity,
which affected the Machines segment's growth. Orders received in the Machines
segment totalled EUR 86.3 (89.2) million in 2012. In January-December, net
sales totalled EUR 84.7 (90.0) million. The January-December operating result
was a loss of EUR 7.4 (1.7 loss) million, and the operating result excluding
non-recurring items was a loss of EUR 2.6 (1.9 loss) million. At the end of
2012, the segment had 461 (541) employees.
Orders received in the Machines segment totalled EUR 25.5 (26.9) million in
October-December. October-December net sales were EUR 22.7 (26.2) million and
the operating result was a loss of EUR 1.3 (1.7 profit) million. The operating
result excluding non-recurring items was EUR 0.4 (1.5) million.
Services
The Services segment's market was challenging in 2012. Owing to overcapacity,
demand was focused on quality-improving and cost-saving products. Price
competition continued to be very intense.
The market in North America developed positively, with demand being directed
over the entire product range. In the EMEA area, the market was stable. Signs
of recovery were perceptible in Russia, the Middle East and in Poland and
Germany. In South America, the year was challenging, particularly in Brazil. In
Asia, the year began quietly, but demand picked up in the second half of the
year. In the Pacific area, Glaston concluded in the third quarter its largest
ever single deal of the Services segment, valued at around EUR 0.9 million.
During the year, the Services segment continued its actions aimed at developing
the coverage of its service network, reducing delivery times and improving
reliability. During the year, the Services segment launched a number of new
products connected with improving end product quality and increasing capacity.
The beginning of the year saw the introduction of the CCS™ preheating chamber
upgrade product and HS Extension, which improves the quality of thick,
heat-strengthened glass. The revamped Glaston Care service contract product
range, which has four different service levels, was also launched. At the
Glasstec fair, Glaston presented the RC200-zone™ upgrade product, which enables
the modernisation of old or damaged chambers of tempering machines, as well as
iControl™ (iC™), an automation system upgrade for Glaston flat tempering
machines.
Orders received in the Services segment totalled EUR 31.8 (31.4) million in
2012. January-December net sales totalled EUR 32.3 (31.2) million. The
January-December operating result was EUR 5.8 (5.4) million, and the operating
result excluding non-recurring items was EUR 5.9 (5.3) million. At the end of
2012, the segment had 130 (122) employees.
Orders received in the Services segment totalled EUR 7.9 (8.0) million in the
final quarter of 2012. October-December net sales were EUR 9.9 (8.0) million
and the operating profit was EUR 1.9 (0.8) million. The operating result
excluding non-recurring items was EUR 2.0 (0.8) million.
Continuing Operations' orders received and order book
Orders received in the review period totalled EUR 118.1 (120.6) million. Of
orders received, the Machines segment accounted for 73% and the Services
segment for 27%.
Orders received during the final quarter of the year totalled EUR 33.3 (34.9)
million.
Glaston's order book on 31 December 2012 was EUR 34.2 (35.8) million. Of the
order book, the Machines segment accounted for EUR 33.1 (34.6) million and the
Services segment EUR 1.1 (1.2) million.
Order book, EUR million 31.12.2012 31.12.2011
-----------------------------------------------
Machines 33.1 34.6
-----------------------------------------------
Services 1.1 1.2
-----------------------------------------------
Total 34.2 35.8
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Continuing Operations' net sales and operating result
Glaston's January-December net sales totalled EUR 115.6 (119.7) million. The
Machines segment's net sales in the review period were EUR 84.7 (90.0) million
and the Services segment's net sales EUR 32.3 (31.2) million.
Final quarter net sales were EUR 32.3 (33.7) million. The Machines segment's
net sales in the fourth quarter were EUR 22.7 (26.2) million and the Services
segment's net sales were EUR 9.9 (8.0) million.
Net sales, EUR million 2012 2011
--------------------------------------
Machines 84.7 90.0
--------------------------------------
Services 32.3 31.2
--------------------------------------
Other and internal sales -1.4 -1.5
--------------------------------------
Total 115.6 119.7
--------------------------------------
Operating result excluding non-recurring items was a loss of EUR 3.4 (3.4 loss)
million, i.e. -3.0 (-2.8)% of net sales. In January-December, the Machines
segment's operating result excluding non-recurring items was a loss of EUR 2.6
(1.9 loss) million and the Services segment's operating result excluding
non-recurring items was a profit of EUR 5.9 (5.3) million.
The final quarter operating result excluding non-recurring items was EUR 0.4
(0.0) million.
In October-December, the Machines segment's operating result excluding
non-recurring items was a profit of EUR 0.4 (1.5) million and Services
segment's operating result excluding non-recurring items was a profit of EUR
2.0 (0.8) million.
Operating result 1-12/2012 1-12/2011
---------------------------------------------------------------------
Machines -2.6 -1.9
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Services 5.9 5.3
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Parent, eliminations -6.7 -6.8
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Operating result, excluding non-recurring items -3.4 -3.4
---------------------------------------------------------------------
Non-recurring items -5.4 -0.3
---------------------------------------------------------------------
Operating result -8.8 -3.1
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Continuing Operations' operating result in January-December was a loss of EUR
8.8 (3.1 loss) million. A goodwill impairment loss of EUR 3.0 million directed
at the Pre-processing operating segment was recognised as a non-recurring item
in the first quarter. In the final quarter of the year, non-recurring items
totalling EUR 2.4 million were recognised as a result of restructuring
measures.
In January-December, Continuing Operations' result was a loss of EUR 18.3 (16.4
loss) million, and in the final quarter a loss of EUR 6.4 (2.2 loss) million.
The result, after the result of Discontinued Operations, was a loss of EUR 22.4
(14.4 loss) million, and in the final quarter a loss of EUR 5.3 (1.2 loss)
million. In January-December, the return on capital employed (ROCE) was -12.5
(0.3)%.
Earnings per share
Continuing Operations' earnings per share were EUR -0.17 (-0.16), while
Discontinued Operations' earnings per share were EUR -0.04 (0.02), i.e. a total
of EUR -0.21 (-0.14). In October-December, Continuing Operations' earnings per
share were EUR -0.06 (-0.02), while Discontinued Operations' earnings per share
were EUR 0.01 (0.01), i.e. a total of EUR -0.05 (-0.01).
Financial position, cash flow and financing
At the end of the review period, the consolidated asset total was EUR 158.0
(187.2) million. The equity attributable to owners of the parent was EUR 30.6
(52.8) million, i.e. EUR 0.29 (0.50) per share. The equity ratio on 31 December
2012 was 21.8 (31.1)%.
Return on equity in January-December was -53.3 (-31.2)%.
Cash flow from the operating activities of Continuing and Discontinued
operations, before the change in working capital, was EUR -1.1 (-7.7) million
in the review period. The change in working capital was EUR -2.3 (12.2)
million. Cash flow from investing activities was EUR -5.5 (-5.5) million. Cash
flow from financing activities in January-December was EUR -0.5 (3.8) million.
The Group's liquid funds, including cash equivalents classified as held for
sale, totalled EUR 10.9 (18.6) million at the end of the review period.
Interest-bearing net debt totalled EUR 57.7 (49.7) million and net gearing was
186.6 (93.5)%.
The Group's loan agreements contain covenant terms and other commitments that
are linked to consolidated key figures. The covenants in use are EBITDA/net
financial expenses (interest cover), net debt/EBITDA, cash and cash equivalents
and gross capital expenditure. During the review period, Glaston renegotiated
some of the loan covenants with lenders.
The Group has initiated measures to strengthen its financial position. The
planned measures include share issue, new long-term financial package as well
as negotiations with holders of the convertible and debenture bonds to convert
the bonds to equity. Glaston has summoned an extraordinary shareholders'
meeting to be held on 12 February, 2013. The Board of Directors proposes that
the Extraordinary General Meeting authorizes the Board of Directors to resolve
on issuances of shares. Glaston estimates that the share issue and the other
measures to improve financial position will take place during the first quarter
of 2013.
On 7 February, 2013, Glaston has agreed with the current lenders on new
long-term financial package, which will be in force when certain conditions,
such as the share issue and conversion of the convertible and debenture bonds
into equity, have been fulfilled. Glaston has received commitments from
sufficient number of shareholders participating in the extraordinary
shareholders' meeting to ensure, that the shareholders' meeting will approve
the share issue. Glaston has also sufficient commitments to ensure, that the
minimum required number of shares will be subscribed in the share issue and
that the debenture bonds and the majority of convertible bonds will be
converted into equity.
Adjustment measures
During 2012 Glaston enhanced and adjusted its operations according to the
market situation. In the second quarter, production capacity in Asia was
adjusted to correspond with demand through a reduction in personnel. In Italy,
temporary layoffs of personnel continued.
At the end of the year, Glaston initiated negotiations on the adjustment of its
operations to the new structure and to the prevailing market situation.
Negotiations with personnel covered all Glaston personnel in all operations
world-wide, with the focus being on Finland and Brazil. The result of the
consultations was a personnel reduction of around 50 employees. The annual
savings of the adjustment programme will be around EUR 5 million and they will
be realised in full by the end of 2013.
During the final quarter, the pre-processing product line in Italy streamlined
its organisation. The goal was a simpler and more operational organisation. In
Brazil, production of pre-processing machines was discontinued, but Glaston
will continue to sell pre-processing machines in Brazil. Measures to boost tool
production and increase volumes were initiated in China.
Research and product development
In 2012 the research and product development expenditure of Glaston's
Continuing Operations totalled EUR 5.3 (5.0) million, i.e. 4.6 (4.2)% of net
sales. The focus of product development was on thin (2 mm) tempering, improving
end product quality and energy efficiency, and on capacity-increasing products.
At the beginning of the year, Glaston launched the Tamglass RC350™ and CCS1000™
flat tempering machines. The benefits of the RC350™ machine to the customer are
high productivity in the tempering of all Low-E coatings, energy efficiency,
and ease of use. The CCS1000™ tempering line is a second-generation
double-chamber tempering line, whose advantages are nearly double capacity and
excellent end-product quality. A new upgrade product, the CCS™ preheating
chamber, was also launched to the market. This product increases significantly
production line capacity, end product quality and process energy efficiency. A
preheating chamber can be added to nearly all flat tempering machine models.
Glaston also launched a completely new method, HS Extension, for improving the
quality of thick, heat-strengthened glass.
In October, at the Glasstec fair, the glass industry's main event, a
Glaston-developed new air floatation technology intended for the tempering of 2
millimetre glass was presented. The innovation revolutionises the tempering of
thin glass by solving a number of technical challenges relating to end product
quality and energy efficiency. In addition, the company announced a global
cooperation agreement with the German company Arcon on technology that reduces
anisotropy, i.e. polarisation reflections in glass, as well as a measuring
device with which anisotropy can be numerically verified for the first time.
Glaston IriControl™ technology and measuring devices are sold as options for
new flat tempering machines and also as an upgrade product. The Pre-processing
product line introduced the new UC 300 and UC 500 automatic cutting lines, the
GlasWash series of washing machines, as well as the SolarTech™ and White Tech™
diamond grinding wheel product lines, which deliver excellent performance,
grinding speed and quality. The new wheels are highly suitable for the grinding
of solar panel, home appliance and furniture glass. The Services segment
introduced, among other things, the RC200-zone™ upgrade product, which
facilitates the modernisation of a tempering machine's old or broken chamber.
The company also launched a new automation system upgrade, iControl™ (iC™), for
Glaston's flat tempering machines. iControl™ improves process management and
increases productivity.
Discontinued Operations' research and product development expenditure totalled
EUR 2.5 (3.1) million.
Capital expenditure, depreciation and amortisation
The gross capital expenditure of Glaston's Continuing and Discontinued
Operations totalled EUR 5.6 (5.7) million. The most significant investments in
2012 were in product development.
In 2012, depreciation and amortisation of Continuing Operations on property,
plant and equipment and on intangible assets totalled EUR 5.4 (5.5) million. A
EUR 3.0 million goodwill impairment loss, directed at the Machines business
area, was recognised in the first quarter.
Discontinued Operations
Discontinued Operations consists of the Software Solutions business area. On 12
November 2012, Glaston announced in a stock exchange release the sale of the
Software Solutions business area, and the sale was completed on 4 February
2013.
Discontinued Operations' revenue in the review period totalled EUR 20.1 (22.9)
million and the result before taxes was a loss of EUR 3.5 (2.0 profit) million.
Discontinued Operations' result includes a EUR 5.2 million goodwill impairment
loss, which arose from the remeasurement of net assets held for sale at fair
value less costs to sell. Discontinued Operations' order book on 31 December
2012 was EUR 1.4 (1.8) million. Discontinued Operations' orders received in the
review period totalled EUR 16.5 (20.8) million.
Changes in the company's management
In order to accelerate the implementation of its strategy as well as business
growth, Glaston strengthened its Executive Management Group and changed the
roles of the Group's members as of 1 July 2012. Roberto Quintero was appointed
Senior Vice President, Machines Business Area, Pre-processing and Tools product
lines, and he also became a member of the Executive Management Group. He
transferred to the post from his duties as SVP, Heat Treatment product line.
SVP, Services Juha Liettyä was appointed SVP, Machines Business Area, Heat
Treatment product line, and SVP, Supply Chain Pekka Huuhka was appointed SVP,
Services.
Sasu Koivumäki was appointed as the company's Chief Financial Officer as of 1
October 2012, following Tapio Engström's departure from Glaston to join a new
employer. Koivumäki transferred to the post from his role as Glaston's Vice
President, Sales & Service, North America. Glaston's Senior Industrial Advisor
Günter Befort left Glaston on 15 November 2012. Senior Vice President, Human
Resources Tapani Lankinen left Glaston on 31 December 2012 to join a new
employer. A new group-level Senior Vice President, Human Resources has not been
appointed.
Employees
During the year, measures to adjust personnel numbers to the market situation
continued. The measures were targeted particularly at Finland and Brazil.
On 31 December 2012, Glaston's Continuing Operations has a total of 602 (675)
employees, of whom 23% worked in Finland and 26% elsewhere in the EMEA area,
32% in Asia and 18% in the Americas. The average number of employees was 634
(703). On 31 December 2012, the Software Solutions segment had a total of 175
(195) employees. Continuing and Discontinued Operations had an average total of
820 (899) employees in 2012.
Group structural changes in 2012
In 2012 the following Group companies were liquidated: Glaston Australia Pty.
Ltd. in Australia and Albat+Wirsam Software GmbH branches in Austria and
Belgium.
In December, Albat+Wirsam Software GmbH sold the shares of Glaston Germany GmbH
to Glaston Services Ltd. Oy.
Environment
The energy efficiency of glass processing machines and, moreover, the
energy-efficiency of the end products manufactured with them are highly
significant from an environmental perspective. Glaston aims to be as
environmentally friendly as possible in its operations. The company's
operations may give rise to minor environmental effects, such as noise. The
company does not cause air pollution or create emissions into land or water
areas.Glaston's glass processing machines and the components used in them have
been designed to withstand intense use. The life cycle of machines and
equipment may be measured in decades. In addition, maintenance services,
maintenance contracts, machine upgrades and modernisations further extend the
life cycle of machines and equipment.
Energy efficiency and its development play a key role in product development.
In the new Glaston RC350™ flat tempering machine, energy efficiency in the
heating process has been achieved by controlling convection while taking into
account the oscillation of the glass in the oven, enabling the amount of
compressed air used in convention to be minimised. The machine is suitable for
the manufacture of all temperable coated glass, such as the tempering of
low-emissivity (Low-E) glass.
The GlastonAir™ air floatation technology enables the tempering of glass as
thin as 2 millimetres with the lowest possible cooling power, yielding a
significant energy saving compared with traditional solutions. The uses of 2
millimetres tempered glass are, for example, solar panels and CSP mirrors.
Shares and share prices
Glaston Corporation's paid and registered share capital on 31 December 2012 was
EUR 12.7 million and the number of issued and registered shares totalled
105,588,636. The company has one series of share. At the end of the year, the
company held 788,582 of the company's own shares (treasury shares),
corresponding to 0.75% of the total number of issued and registered shares and
votes. The counter book value of treasury shares is EUR 94,819.
Every share that the company does not hold itself entitles its owner to one
vote at a General Meeting of Shareholders. The share has no nominal value. The
counter book value of each registered share is EUR 0.12.
On 31 December 2012, the market capitalisation of the company's registered
shares, treasury shares excluded, was EUR 27.2 (47.2) million. During 2012,
approximately 17.7 million of the company's shares were traded, i.e. around 17%
of the average number of registered shares. The lowest price paid for a share
was EUR 0.23 (0.40) and the highest price EUR 0.74 (1.27). The volume-weighted
average price of shares traded during January-December was EUR 0.39 (0.84). The
closing price on 31 December 2012 was EUR 0.26 (0.45).
The share issue-adjusted equity per share attributable to the owners of the
parent was EUR 0.29 (0.50).
Shareholders
Glaston Corporation's largest shareholders on 31 December 2012, the
distribution of ownership by shareholder group on 31 December 2012, and the
distribution of share ownership by number of shares are presented in Note 4 of
the consolidated financial statements. Information on the Glaston Corporation
shares owned by Members of the Board of Directors and the President & CEO is
presented in Note 30 of the consolidated financial statements.
Glaston Corporation is unaware of any shareholder agreements or arrangements
relating to share ownership or the exercise of votes. Glaston's largest
shareholders Oy G.W.Sohlberg Ab and GWS Trade Oy have separately undertaken not
to claim minority dividends as prescribed in Chapter 13 Section 7 of the
Finnish Companies Act.
Share-based incentive plans
On 12 December 2011, Glaston's Board of Directors decided on a new share-based
incentive plan for the Group's key personnel. The share bonus plan has three
performance periods, namely the calendar years 2012, 2013 and 2014. The
company's Board of Directors will decide on the plan's performance criteria and
the targets set for them at the beginning of each performance period. The
possible bonus of the plan for performance period 2012 was based on the Glaston
Group's operating result (EBIT) and net profit. In 2012 the performance
criteria were not fulfilled. The share bonus plan's target group consists of
around 25 people.
The President & CEO also has a separate share bonus arrangement, according to
which 50,000 Glaston Corporation shares were transferred to him one year after
the beginning of his employment relationship, namely in September 2010. The
shares earned cannot be transferred for two years from the date of acquisition
of the shares. If the President & CEO's employment ends during the restriction
period, the shares will be returned to the company. The performance period of
this plan ended in 2012.
Decisions of the Annual General Meeting
Glaston Corporation's Annual General Meeting was held in Helsinki on 27 March
2012. The Annual General Meeting adopted the financial statements and
consolidated financial statements for the period 1 January - 31 December 2011.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting resolved that no dividend be distributed for the financial year ending
31 December 2011. The Annual General Meeting discharged the members of Board of
Directors and the President & CEO from liability for the financial year 1
January - 31 December 2011.
The number of the Members of the Board of Directors was resolved to be six. The
Annual General Meeting decided to re-elect Claus von Bonsdorff, Teuvo Salminen,
Christer Sumelius, Pekka Vauramo and Andreas Tallberg as Members of the Board
of Directors for the following term ending at the closing of the next Annual
General Meeting, and to elect Anu Hämäläinen M.Sc.(Econ.) as a new Member of
the Board of Directors.
The Annual General Meeting resolved that the annual remuneration payable to
Members of the Board of Directors shall remain unchanged. The Chairman of the
Board shall be paid EUR 40,000, the Deputy Chairman EUR 30,000 and the other
Members of the Board EUR 20,000.
The Annual General Meeting elected as auditor Public Accountants Ernst & Young
Oy, with Harri Pärssinen, APA, as the responsible auditor.
The Annual General Meeting resolved in accordance with the proposal of the
Board of Directors to amend Articles 10 and 11 of the Articles of Association.
Article 10 was amended so that General Meetings of Shareholders shall be held
in the place where the company is domiciled or in Espoo. In addition, a mention
was added to the article whereby the Chairman of the General Meeting shall have
the right to determine the method of voting in the event of a matter being
resolved by a vote at a General Meeting. Article 11 was amended so that the
notice to a General Meeting of Shareholders shall be published on the company's
website. In addition, the Board of Directors may decide on the publishing of
the notice to a General Meeting in a newspaper.
At its organising meeting on 27 March 2012, Glaston's Board of Directors
elected Andreas Tallberg to continue as the Chairman of the Board and Christer
Sumelius to continue as the Deputy Chairman of the Board.
Events after the review period
On 20 December 2012, Glaston announced in a stock exchange release that it will
initiate measures to strengthen the company's financial position. The
arrangements require a decision of an Extraordinary General Meeting. On 22
January 2013, Glaston published a notice to an Extraordinary General Meeting.
The meeting will be held on 12 February 2013. The Board of Directors proposes
that the General Meeting authorises the Board of Directors to decide on one or
more issuances of shares. The authorisation contains the right to issue new
shares or to dispose of shares held by the company up to 86,000,000 shares.
On 4 February 2013, Glaston announced in a stock exchange release that it had
completed the sale of Albat+Wirsam Software GmbH. On the same day, changes in
the Executive Management Group were also announced. Senior Vice President,
Software Solutions Uwe Schmid resigned from the Executive Management Group and
General Counsel Taina Tirkkonen was appointed to the Executive Management
Group.
On 7 February 2013, Glaston announced in a stock exchange release about the new
long term credit facility agreement, securing financing for at least the
following 12 months. The credit facility will be in force when certain
conditions, such as the share issue and conversion of the convertible and
debenture bonds into equity, have been fulfilled. Glaston has received
commitments from sufficient number of shareholders participating in the
extraordinary shareholders' meeting to ensure that the shareholders' meeting
will approve the share issue. Glaston has also sufficient commitments to
ensure, that the minimum required number of shares will be subscribed in the
share issue and that the debenture bonds and the majority of convertible bonds
will be converted into equity.
Risks and risk management
Glaston operates globally and changes in the development of the world economy
directly affect the Group's operations and risks. A strategic risk for Glaston
is above all the loss of the Group's market shares, particularly in the most
strongly developing markets in Asia and South America as well as in Europe. The
arrival of a competing machine and glass processing technology on the market in
connection with technological development, which would require Glaston to make
considerable product development investments, as well as changes to legislation
regulating the company are also strategic risks. Glaston's most significant
operational risks include cost development relating to Glaston's operations,
management of large customer projects, the availability of components,
management of the contractual partner and subcontractor network, product
development, succeeding in the effective protection of intellectual property
rights and efficient production as well as the availability and permanence of
expert personnel. Glaston continually develops its information systems and
despite careful planning, temporary disruptions to operations might be
associated with the introduction stages.
The Group's financial risks consist of foreign exchange, interest rate, credit
loss, counterparty and liquidity risks. The nature of international business
means that the Group has risks arising from fluctuations in foreign exchange
rates. Changes in interest rates represent an interest rate risk. Credit loss
and counterparty risks arise mainly from risks associated with the payment
period granted to customers. Liquidity risk is the risk that the Group's
negotiated credit facilities are insufficient to cover the financial needs of
the business or that obtaining new funding for these needs will cause a
significant increase in financing costs.
The measures initiated to strengthen Glaston's financial position will improve
significantly the group's liquidity.
The Group's loan agreements include terms and other commitments which are
linked to consolidated key figures. If the covenant terms are not fulfilled,
negotiations with the lenders will be initiated. These negotiations may lead to
notice of termination of financial agreements. The covenants in use are
interest cover, net debt /EBITDA, cash and gross capital expenditure. The
covenants are monitored regularly. During the financial year and in the end of
the fourth quarter Glaston renegotiated some of the loan covenants with
lenders. The covenant terms of the new loan agreement signed on 7 February,
2013 are mainly the same as in the previous loan agreement, but the levels of
the covenant terms are more favourable to Glaston.
Assesment of going concern
When preparing financial statements, Glaston's management assesses Glaston's
ability to continue as going concern. It is the opinion of the management and
board of directors of Glaston that the most significant factor which could
endanger Glaston's ability to continue as going concern would be insufficient
funding, but the measures taken in the latter part of 2012 and in early 2013
have decreased the risk remarkably. Glaston's financial position will be
strengthened with decrease of net debt and improvement of equity. Net debt has
been decreased with the funds received from sale of Software Solutions
business. The sale was closed in early February 2013. Also, the funds to be
received from the sale of Tampere real estate in Finland will be used to pay
back debt. The sale is estimated to be finalized during the first quarter of
2013.
The Board of Directors of Glaston Corporation has summoned on January 22, 2013
an extraordinary shareholders' meeting to be held on 12 February, 2013. The
Board of Directors proposes that the Extraordinary General Meeting authorizes
the Board of Directors to resolve on one or more issuances of shares. The
authorization contains the right to issue new shares or dispose of the shares
in the possession of the company up to 86,000,000 shares. The share issue will
improve Glaston's equity.
In addition, the Board of Directors of Glaston Corporation started at the end
of 2012 negotiating with the holders of the convertible bond and of the
debenture bond on conversion of the bonds into Glaston shares. The majority of
the holders of the convertible bonds and the holders of the debenture bond are
committed to convert the bonds into shares.
Glaston's financing has been secured for at least the following 12 months with
the new long term credit facility agreement signed on 7 February, 2013. The
credit facility will be in force when certain conditions, such as the share
issue and conversion of the convertible and debenture bonds into equity, have
been fulfilled. Glaston has received commitments from sufficient number of
shareholders participating in the extraordinary shareholders' meeting to ensure
that the shareholders' meeting will approve the share issue. Glaston has also
sufficient number of commitments to ensure that the share issue will be
subscribed.
Glaston's management has no information of other events or circumstances which
may cast significant doubt on Glaston's ability to continue as going concern.
Uncertainties and risks in the near future
Glaston's business environment remains challenging. Slower economic growth and
uncertainty in the financial markets could affect the timing of large machine
orders. The general economic uncertainty continues to affect customers'
investment activity.
The recession of 2008/2009 reduced production volumes of float glass worldwide.
The underlying nature of the sector, however, is expected to be unchanged, so
production volumes are forecast to grow in the coming years.
Global economic uncertainty in late 2012 and its impact on development of the
sector have been taken into account in the short-term forecasts. If the
recovery of the sector is delayed further or slows, this will have a negative
effect on future cash flows.
Glaston performs annual goodwill impairment testing during the final quarter of
the year. In addition, goodwill impairment testing is performed if there are
indications of impairment. Due to prolonged market uncertainty, it is possible
that Glaston's recoverable amounts will be insufficient to cover the carrying
amounts of assets, particularly goodwill. If this happens, it will be necessary
to recognise an impairment loss, which, when implemented, will weaken the
result and equity.
General business risks and risk management are outlined in more detail in
Glaston's 2012 Annual Report and on the company's website www.glaston.net.
Outlook
Our expectations for the development of the market in 2013 are cautiously
positive. In North America, outlook for construction in particular is more
positive than a year ago. In Europe, the economic outlook remains uncertain. We
expect that the cautiously positive development that began in Asia in late 2012
will continue. Stable development in South America is expected to continue.
As a result of economic uncertainty and overcapacity, the market for new
machines will continue to be challenging. The development of the service market
is expected to remain positive.
We will focus in future on our core operations, namely on glass processing
machines and related services. This strategic decision will allow us to
capitalise on our strong expertise and resources in the best possible way.
Following the cost-cutting and restructuring programmes implemented in 2012, we
start 2013 on a more stable foundation. The prerequisites for profitable
operations exist. Despite the discontinuation of unprofitable product groups,
we expect a slight growth in net sales.
Glaston expects 2013 net sales to be on the 2012 level and the operating result
to be positive.
Board of directors' proposal on the distribution of profits
The distributable funds of Glaston Corporation, the parent of Glaston Group,
total EUR 25,909,633, of which the loss for the review period is EUR
-11,101,550. The company has no funds available for dividend distribution.
The Board of Directors proposes to the Annual General Meeting that no dividend
be distributed from the result for the year nor from retained earnings, and
that equity is not returned from the reserve for invested unrestricted equity.
EUR 25,909,633 will be left in distributable funds.
Helsinki, 7 February 2013
GLASTON CORPORATION
Board of Directors
For further information, please contact:
President & CEO Arto Metsänen, tel. +358 10 500 500
Chief Financial Officer Sasu Koivumäki, tel. +358 10 500 500
GLASTON CORPORATION
Agneta Selroos
Director, Communications and Marketing
Glaston Corporation
Glaston is a global company developing glass processing technology for
architectural, solar, appliance and automotive applications. Our portfolio
ranges from pre-processing and safety glass machines to services. We are
dedicated to our customers' continued success and provide services for allglass processing needs with a lifecycle-long commitment in mind. For more
information, please visit www.glaston.net.
Glaston's share (GLA1V) is listed on the NASDAQ OMX Helsinki Small Cap List.
Distribution: NASDAQ OMX, key media, www.glaston.net
GLASTON CORPORATION
CONDENSED FINANCIAL STATEMENTS AND NOTES 1 JANUARY - 31 DECEMBER 2012
These condensed financial statements are audited. Auditor's report has been
given on 7 February, 2013. Quarterly information and interim reports are not
audited.
As a result of rounding differences, the figures presented in the tables may
not add up to the total.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
EUR million 31.12.2012 31.12.2011
Assets
Non-current assets
Goodwill 36.8 52.6
Other intangible assets 10.7 18.2
Property, plant and equipment 7.3 18.7
Investments in associates - 0.0
Available-for-sale assets 0.3 0.3
Loan receivables 1.8 4.4
Deferred tax assets 6.7 6.9
-----------------------------------------------------------------------
Total non-current assets 63.8 101.2
Current assets
Inventories 21.8 25.2
Receivables
Trade and other receivables 31.2 40.8
Assets for current tax 0.9 1.3
-----------------------------------------------------------------------
Total receivables 32.0 42.1
Cash equivalents 10.6 18.6
Assets held for sale 29.8 -
Total current assets 94.2 86.0
-----------------------------------------------------------------------
Total assets 158.0 187.2
=======================================================================
31.12.2012 31.12.2011
Equity and liabilities
Equity
Share capital 12.7 12.7
Share premium account 25.3 25.3
Other restricted equity reserves 0.0 0.0
Reserve for invested unrestricted equity 26.8 26.8
Treasury shares -3.3 -3.3
Fair value reserve 0.0 0.0
Other unrestricted equity reserves 0.1 -
Retained earnings and exchange differences -8.6 5.7
Net result attributable to owners of the parent -22.4 -14.4
-----------------------------------------------------------------------
Equity attributable to owners of the parent 30.6 52.8
Non-controlling interest 0.3 0.3
-----------------------------------------------------------------------
Total equity 30.9 53.2
-----------------------------------------------------------------------
Non-current liabilities
Convertible bond 8.2 7.9
Non-current interest-bearing liabilities 4.1 37.7
Non-current interest-free liabilities 2.1 2.0
and provisions
Deferred tax liabilities 1.5 3.6
-----------------------------------------------------------------------
Total non-current liabilities 15.9 51.2
Current liabilities
Current interest-bearing liabilities 56.2 22.6
Current provisions 3.5 4.1
Trade and other payables 46.4 55.3
Liabilities for current tax 0.3 0.7
Liabilities related to assets held for sale 4.7 -
Total current liabilities 111.2 82.8
-----------------------------------------------------------------------
Total liabilities 127.1 134.0
-----------------------------------------------------------------------
Total equity and liabilities 158.0 187.2
=======================================================================
CONDENSED STATEMENT OF PROFIT OR LOSS
restat restat
ed ed
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2012 2011 2012 2011
Net sales 32.3 33.7 115.6 119.7
Other operating income 0.4 0.2 1.1 0.9
Expenses -33.3 -32.2 -117.1 -118.0
Depreciation, amortization and impairment -1.4 -1.5 -8.4 -5.7
--------------------------------------------------------------------------------
Operating result, continuing operations -2.0 0.2 -8.8 -3.1
Financial items, net -3.5 -0.9 -8.6 -10.8
--------------------------------------------------------------------------------
Result before income taxes -5.5 -0.7 -17.4 -13.9
Income taxes -0.9 -1.5 -0.8 -2.5
--------------------------------------------------------------------------------
Profit / loss for the period from continuing -6.4 -2.2 -18.3 -16.4
operations
--------------------------------------------------------------------------------
Profit / loss after tax for the period from 1.0 1.0 -4.2 1.9
discontinued operations
--------------------------------------------------------------------------------
Profit / loss for the period -5.3 -1.2 -22.4 -14.4
================================================================================
Attributable to:
Owners of the parent -5.3 -1.2 -22.4 -14.4
Non-controlling interest 0.0 0.0 0.0 0.0
Total -5.3 -1.2 -22.4 -14.4
================================================================================
Earnings per share, EUR, continuing operations -0.06 -0.02 -0.17 -0.16
Earnings per share, EUR, discontinued operations 0.01 0.01 -0.04 0.02
Earnings per share, EUR, basic and diluted -0.05 -0.01 -0.21 -0.14
--------------------------------------------------------------------------------
Operating result, continuing operations, as % of -6.1 0.6 -7.6 -2.6
net sales
Profit / loss for the period, continuing -19.7 -6.4 -15.8 -13.7
operations , as % of net sales
Profit / loss for the period, as % of net sales -16.5 -3.5 -19.4 -12.1
Non-recurring items included in operating -2.4 0.2 -5.4 0.3
result, continuing operations
Operating result, non-recurring items excluded, 0.4 0.0 -3.4 -3.4
continuing operations
Operating result, continuing operations, 1.4 0.1 -3.0 -2.8
non-recurring items excluded, as % of net sales
CONSOLIDATED STATEMENT OF COMPEREHENSIVE INCOME
10-12/ 10-12/ 1-12/ 1-12/
2012 2011 2012 2011
Profit / loss for the period -5.3 -1.2 -22.4 -14.4
Other comprehensive income
Total exchange differences on translating foreign 0.0 0.4 0.2 0.5
operations
Fair value changes of available-for-sale assets 0.0 0.0 0.0 0.0
Income tax on other comprehensive income 0.0 0.0 0.0 0.0
--------------------------------------------------------------------------------
Other comprehensive income for the reporting 0.0 0.4 0.2 0.5
period, net of tax
--------------------------------------------------------------------------------
Total comprehensive income for the reporting -5.4 -0.8 -22.2 -14.0
period
--------------------------------------------------------------------------------
Attributable to:
Owners of the parent -5.4 -0.8 -22.2 -14.0
Non-controlling interest 0.0 0.0 0.0 0.0
Total comprehensive income for the reporting -5.4 -0.8 -22.2 -14.0
period
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
EUR million 1-12/20 1-12/20
12 11
Cash flows from operating activities
Cash flow before change in net working capital 1.1 -7.7
Change in net working capital -2.3 12.2
--------------------------------------------------------------------------------
Net cash flow from operating activities -1.1 4.4
Cash flow from investing activities
Business combinations -0.1 0.0
Other purchases of non-current assets -5.6 -5.7
Proceeds from sale of other non-current assets 0.2 0.2
--------------------------------------------------------------------------------
Net cash flow from investing activities -5.5 -5.5
--------------------------------------------------------------------------------
Cash flow before financing -6.6 -1.1
Cash flow from financing activities
Share issue and conversion of convertible bond, net - 5.8
Increase in non-current liabilities 0.1 47.9
Decrease in non-current liabilities -1.6 -3.4
Changes in loan receivables (increase - / decrease +) 0.1 0.1
Increase in short-term liabilities 11.2 34.9
Decrease in short-term liabilities -10.3 -81.5
Other financing - 0.0
--------------------------------------------------------------------------------
Net cash flow from financing activities -0.5 3.8
--------------------------------------------------------------------------------
Effect of exchange rate changes -0.6 0.2
Net change in cash and cash equivalents -7.7 2.9
================================================================================
Cash and cash equivalents at the beginning of period 18.6 15.7
Cash and cash equivalents at the end of period, Continuing and 10.9 18.6
Discontinued Operations
--------------------------------------------------------------------------------
Net change in cash and cash equivalents -7.7 2.9
================================================================================
Cash flows include also cash flows arising from discontinued operations.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
EUR million Share Share Other Reserve for Treasu Fair
capita premium restricted invested ry value
l account equity unrestr. shares reserve
reserves equity
----------------------------------------------------------------
Equity at 1 12.7 25.3 0.0 0.1 -3.3 0.0
January, 2011
--------------------------------------------------------------------------------
Total - - 0.0 - - 0.0
comprehensive
income for the
period
Share issue - - - 5.9 - -
Conversion of - - - 20.8 - -
convertible
bond
Equity at 31 12.7 25.3 0.0 26.8 -3.3 0.0
December, 2011
================================================================================
Share Share Other Reserve for Treasu Fair
capita premium restricted invested ry value
l account equity unrest. shares reserve
reserves equity
----------------------------------------------------------------
Equity at 1 12.7 25.3 0.0 26.8 -3.3 0.0
January, 2012
--------------------------------------------------------------------------------
Total - - 0.0 - - 0.0
comprehensive
income for the
period
Reclassificatio - - 0.0 - - -
n
Equity at 31 12.7 25.3 0.0 26.8 -3.3 0.0
December, 2012
================================================================================
EUR million Retaine Exchan Equity attrib. Non-cont Total
d ge to owners of r. equity
earning diff. the parent interest
s
---------------------------------------------------
Equity at 1 4.6 -0.3 39.1 0.3 39.5
January, 2011
--------------------------------------------------------------------------------
Total comprehensive income -14.0 0.0 -14.0 0.0 -14.0
for the period
Reversal of unpaid dividends 0.0 - 0.0 - 0.0
Share-based incentive plan -0.2 - -0.2 - -0.2
Share-based incentive plan, 0.1 - 0.1 - 0.1
tax effect
Share issue - - 5.9 - 5.9
Conversion of convertible -2.3 - 18.5 - 18.5
bond
Cost effect of the share 3.4 - 3.4 - 3.4
price compensation related
to convertible bond
conversion
Equity at 31 -8.4 -0.3 52.8 0.3 53.2
December, 2011
================================================================================
Other Retaine Exchan Equity attrib. Non-con Total
unrestr. d ge to owners of tr. equity
equity earning diff. the parent int.
reserves s
----------------------------------------------------------------
Equity at 1 - -8.4 -0.3 52.8 0.3 53.2
January, 2012
--------------------------------------------------------------------------------
Total - -22.4 0.2 -22.2 0.0 -22.2
comprehensive
income for the
period
Reversal of - 0.0 - 0.0 - 0.0
unpaid
dividends
Reclassificatio 0.1 -0.1 - - - -
n
Share-based - 0.0 - 0.0 - 0.0
incentive plan
Share-based - 0.0 - 0.0 - 0.0
incentive
plan, tax
effect
------------------------
Equity at 31 0.1 -30.9 -0.1 30.6 0.3 30.9
December, 2012
================================================================================
KEY RATIOS
31.12.2012 31.12.2011
EBITDA of continuing operations , -0.3 2.1
as % of net sales (1
Operating result (EBIT) of continuing -7.6 -2.6
operations , as % of net sales
Profit / loss for the period, -19.4 -12.1
as % of net sales
Gross capital expenditure, continuing 5.6 5.7
and discontinued operations, EUR million
Gross capital expenditure, as % of net 4.1 4.0
sales of continuing and discontinued
operations
Equity ratio, % (2 21.8 31.1
Gearing, % (2 221.8 128.5
Net gearing, % (2 186.6 93.5
Net interest-bearing debt, EUR million (2 57.7 49.7
Capital employed, end of period, 99.5 121.4
EUR million
Return on equity, %, annualized -53.3 -31.2
Return on capital employed, % -12.5 0.3
Return on capital employed, -9.4 -1.3
continuing operations %
Number of personnel, average 820 899
Number of personnel, 602 675
continuing operations , end of period
Number of personnel, 175 195
discontinued operations, end of period
Number of personnel, end of period 776 870
(1 EBITDA = Operating result + depreciation, amortization and impairment
(2 Assets held for sale and related liabilities are included in calculation of
the key ratio
PER SHARE DATA 31.12.201 31.12.201
2 1
Number of registered shares, end of period, 104,800 104,800
treasury shares excluded (1,000)
Number of shares issued, end of period, 104,800 104,800
adjusted with share issue, treasury shares
excluded (1,000)
Number of shares, average, adjusted 104,800 100,826
with share issue, treasury shares
excluded (1,000)
Number of shares, dilution effect of 111,531 110,538
the convertible bond taken into account,
average, adjusted with share issue,
treasury shares excluded (1,000)
EPS, continuing operations , basic and -0.17 -0.16
diluted, adjusted with share issue, EUR
EPS, Discontinued Operations, basic and -0.04 0.02
diluted, adjusted with share issue, EUR
EPS, total, basic and diluted, adjusted with share issue, -0.21 -0.14
EUR
Adjusted equity attributable to owners of the parent per 0.29 0.50
share, EUR
Price per adjusted earnings per share (P/E) ratio -1.2 -3.1
Price per adjusted equity attributable to owners of the 0.89 0.89
parent per share
Market capitalization of registered shares, EUR million 27.2 47.2
Share turnover, % (number of shares traded, 16.9 8.5
% of the average registered number of shares)
Number of shares traded, (1,000) 17,736 8,447
Closing price of the share, EUR 0.26 0.45
Highest quoted price, EUR 0.74 1.27
Lowest quoted price, EUR 0.23 0.40
Volume-weighted average quoted price, EUR 0.39 0.84
DEFINITIONS OF KEY RATIOS
Per share data
Earnings per share (EPS), continuing operations:
Net result of continuing operations attributable to owners of the parent /
Adjusted average number of shares
Earnings per share (EPS), discontinued operations:
Net result of discontinued operations attributable to owners of the parent /
Adjusted average number of shares
Earnings per share (EPS):
Net result attributable to owners of the parent / Adjusted average number of
shares
Diluted earnings per share:
Net result attributable to owners of the parent adjusted with the result effect
of the convertible bond / Adjusted average number of shares, dilution effect of
the convertible bond taken into account
Dividend per share:
Dividends paid / Adjusted number of issued shares at end of the period
Dividend payout ratio:
(Dividend per share x 100) / Earnings per share
Dividend yield:
(Dividend per share x 100) / Share price at end of the period
Equity attributable to owners of the parent per share:
Equity attributable to owners of the parent at end of the period / Adjusted
number of shares at end of the period
Average trading price:
Shares traded (EUR) / Shares traded (volume)
Price per earnings per share (P/E):
Share price at end of the period / Earnings per share (EPS)
Price per equity attributable to owners of the parent per share:
Share price at end of the period / Equity attributable to owners of the parent
per share
Share turnover:
The proportion of number of shares traded during the period to weighted average
number of shares
Market capitalization:
Number of shares at end of the period x share price at end of the period
Number of shares at period end:
Number of issued shares - treasury shares
Financial ratios
EBITDA:
Profit / loss of continuing operations before depreciation, amortization and
impairment, share of associates' results included
Operating result (EBIT):
Profit / loss of continuing operations after depreciation, amortization and
impairment, share of associates' results included
Operating result (EBIT) excluding non-recurring items:
Profit / loss of continuing operations after depreciation, amortization and
impairment, share of associates' results included, non-recurring items excluded
Cash and cash equivalents:
Cash + other financial assets (includes cash and cash equivalents classified as
held for sale)
Net interest-bearing debt:
Interest-bearing liabilities (includes interest-bearing liabilities classified
as held for sale) - cash and cash equivalents
Financial expenses:
Interest expenses of financial liabilities + fees of financing arrangements +
foreign currency differences of financial liabilities (total of continuing and
discontinued operations)
Equity ratio, %:
Equity (Equity attributable to owners of the parent + non-controlling interest)
x 100 / Total assets - advance payments received
Gearing, %:
Interest-bearing liabilities x 100 / Equity (Equity attributable to owners of
the parent + non-controlling interest)
Net gearing, %:
Net interest-bearing debt x 100 / Equity (Equity attributable to owners of the
parent + non-controlling interest)
Return on capital employed, % (ROCE):
Profit / loss before taxes + financial expenses x 100 / Equity +
interest-bearing liabilities, average of 1 January and end of the reporting
period
Return on equity, % (ROE):
Profit / loss for the reporting period x 100 /Equity (Equity attributable to
owners of the parent + non-controlling interest), average of 1 January and end
of the reporting period
ACCOUNTING PRINCIPLES
The consolidated financial statements of Glaston Group are prepared in
accordance with
International Financial Reporting Standards (IFRS), including International
Accounting
Standards (IAS) and Interpretations issued by the International Financial
Reporting
Interpretations Committee (SIC and IFRIC). International Financial Reporting
Standards are
standards and their interpretations adopted in accordance with the procedure
laid down in
regulation (EC) No 1606/2002 of the European Parliament and of the Council.
The Notes to the Financial Statements are also in accordance with the Finnish
Accounting Act
and Ordinance and the Finnish Companies' Act.
These condensed consolidated financial statements have been prepared in
accordance with
International Financial Reporting Standard IAS 34 Interim Reporting as approved
by the
European Union. They do not include all the information required for full
annual financial
statements.
The accounting principles applied in these condensed consolidated financial
statements are
the same as those applied by Glaston in its consolidated financial statements
as at and for
the year ended 31 December, 2011, with the exception of the following new or
revised or
amended standards and interpretations which have been applied from 1 January,
2012:
- Amendment to IFRS 7 Financial Instruments: Disclosures - Transfers of
Financial Assets
The amendment shall be applied for annual periods beginning on or after 1 July,
2011.
The amendment increases the disclosure requirements of transfers and
derecognition of
financial assets. The amendment does not have material effect on Glaston's
consolidated
financial statements but it increases the disclosure information in the
consolidated
financial statements.
Other new or amended standards or interpretations applicable from 1 January,
2012 are not
material for Glaston Group.
Glaston will apply the following new or revised or amended standards and
interpretations
from 1 January, 2013, if EU has approved them:
- IFRS 10 Consolidated Financial Statements
- IFRS 11 Joint Arrangements
- IFRS 12 Disclosure of Interests in Other Entities
- IFRS 13 Fair Value Measurements
- Amendment to IAS 1 Presentation of Financial Statements: Presentation of
Items of Other
Comprehensive Income
- IAS 19 (revised) Employee Benefits
- IAS 27 (revised) Separate Financial Statements
- IAS 28 (revised) Investments in Associates and Joint Ventures
- Annual Improvements to IFRSs 2009 - 2011 Cycle, published in May 2012
The revised and amended standard shall be applied for annual periods beginning
on or after
1 January, 2013, except that revised IAS 1 shall be applied for annual periods
beginning on
or after 1 July, 2012.
IFRS 10 Consolidated Financial Statements standard changes the
definition of control in other entities. Control is the basis for including an
entity in
the consolidated financial statements. The application of IFRS 10 does not
affect the
consolidated financial statements of Glaston.
IFRS 12 Disclosure of Interests in Other Entities standard increases the
disclosure
information of group companies in the consolidated financial statements.
IFRS 13 Fair Value Measurements standard increases the disclosure information
in the
consolidated financial statements but has otherwise no material effect on
Glaston's
consolidated financial statements.
Amended to IAS 1 Presentation of Items of Other Comprehensive Income standard
changes the
presentation of other comprehensive income in the consolidated financial
statements but has
otherwise no effect on Glaston's consolidated financial statements.
Revised IAS 19 Employee Benefits standard changes the recognition of actuarial
gains and
losses. The corridor method is no longer allowed in recognizing actuarial gains
and losses
but they are recognized in other comprehensive income. Only current and past
service costs as well as net interest on net defined benefit liability can be
recorded in profit or loss.
Other changes in net defined benefit liability are recognized in other
comprehensive income
with not subsequent recycling to profit or loss. The revised IAS 19 standard is
applied
retrospectively. As a result of applying the revised IAS 19, Glaston's
liabilities from
defined benefit plans increase approximately EUR 0.4 million and equity
decreases
approximately EUR 0.5 million.
Other new or amended standards or interpretations applicable
from 1 January, 2013 are not material for Glaston Group.
SEGMENT INFORMATION
The reportable segments of Glaston are Machines and Services. Software
Solutions segment,
which previously belonged to reportable segments is presented as discontinued
operations.
Glaston follows the same commercial terms in transactions between segments as
with third
parties.
The reportable segments consist of operating segments, which have been
aggregated
in accordance with the criteria of IFRS 8.12. Operating segments have been
aggregated, when
the nature of the products and services is similar, the nature of the
production process is
similar, as well as the type or class of customers. Also the methods to
distribute products
or to provide services are similar.
The reportable Machines segment consists of Glaston's operating segments
manufacturing glass
processing machines and related tools. The Machines segment includes
manufacturing and sale
of glass tempering, bending and laminating machines, glass pre-processing
machines as well
as sale and manufacturing of tools.
Services segment includes maintenance and service of glass processing machines
and sale of
spare parts and upgrades. Services segment also includes software business in
North Asia
which previously belonged to Software Solutions segment. Glaston continues this
business as
a reseller. Comparable information has been restated.
The unallocated operating result consists of head office operations of the
Group.
Non-recurring items have been reclassified to non-recurring items of continuing
operations
and non-recurring items of discontinued operations.
The non-recurring items of 2012 consist of goodwill impairment loss (EUR 2.9
million),
goodwill impairment loss arising from measurement of disposal group classified
as held for
sale at fair value less costs to sell (EUR 5.2 million, in result of
discontinued operations)
and personnel and other costs arising from restructuring (EUR 2.9 million, of
which EUR 0.5
million in result of discontinued operations).
The non-recurring items of 2011 consist of reversals of the provisions made in
prior years.
Segment assets include external trade receivables and inventory, and segment
liabilities
include external trade payables and advance payments received. In addition,
segment assets
and liabilities include business related prepayments and accruals as well as
other business
related receivables and liabilities. Segment assets and liabilities do not
include loan
receivables, prepayments and receivables related to financial items,
interest-bearing
liabilities, accruals and liabilities related to financial items, income and
deferred tax
assets and liabilities nor cash and cash equivalents.
Continuing operations
Machines
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2012 2011 2012 2011
--------------------------------------------------------------------------------
External sales 22.7 26.1 84.7 89.8
Intersegment sales 0.0 0.1 0.0 0.2
--------------------------------------------------------------------------------
Net sales 22.7 26.2 84.7 90.0
EBIT excluding non-recurring items 0.4 1.5 -2.6 -1.9
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring items 1.8 5.6 -3.1 -2.1
Non-recurring items -1.8 0.2 -4.7 0.2
--------------------------------------------------------------------------------
EBIT -1.3 1.7 -7.4 -1.7
EBIT-% -5.9 6.3 -8.7 -1.9
Net working capital 37.7 47.9
--------------------------------------------------------------------------------
Number of personnel, average 492 557
Number of personnel, end of period 461 541
--------------------------------------------------------------------------------
Services
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2012 2011 2012 2011
--------------------------------------------------------------------------------
External sales 9.5 7.6 30.8 29.9
Intersegment sales 0.3 0.4 1.5 1.2
--------------------------------------------------------------------------------
Net sales 9.9 8.0 32.3 31.2
EBIT excluding non-recurring items 2.0 0.8 5.9 5.3
--------------------------------------------------------------------------------
EBIT-%, excl. non-recurring items 19.9 9.7 18.3 16.9
Non-recurring items -0.1 0.0 -0.1 0.1
--------------------------------------------------------------------------------
EBIT 1.9 0.8 5.8 5.4
EBIT-% 18.8 10.0 18.0 17.4
Net working capital 24.0 21.9
--------------------------------------------------------------------------------
Number of personnel, average 129 132
Number of personnel, end of period 130 122
--------------------------------------------------------------------------------
Glaston Group
Net sales
---------------------------------------------------
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2012 2011 2012 2011
--------------------------------------------------------------------------------
Machines 22.7 26.2 84.7 90.0
Services 9.9 8.0 32.3 31.2
Other and intersegment sales -0.3 -0.5 -1.4 -1.5
Glaston Group total 32.3 33.7 115.6 119.7
--------------------------------------------------------------------------------
EBIT
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2012 2011 2012 2011
--------------------------------------------------------------------------------
Machines 0.4 1.5 -2.6 -1.9
Services 2.0 0.8 5.9 5.3
Other and eliminations -1.9 -2.2 -6.7 -6.8
EBIT excluding non-recurring items 0.4 0.0 -3.4 -3.4
--------------------------------------------------------------------------------
Non-recurring items -2.4 0.2 -5.4 0.3
EBIT, continuing operations -2.0 0.2 -8.8 -3.1
--------------------------------------------------------------------------------
Net financial items -3.5 -0.9 -8.6 -10.8
--------------------------------------------------------------------------------
Result before income taxes from continuing -5.5 -0.7 -17.4 -13.9 operations
Income taxes from continuing operations -0.9 -1.5 -0.8 -2.5
Result from continuing operations -6.4 -2.2 -18.3 -16.4
--------------------------------------------------------------------------------
Net discontinued operations 1.0 1.0 -4.2 1.9
Net result -5.3 -1.2 -22.4 -14.4
--------------------------------------------------------------------------------
Number of personnel, average (continuing 634 703
operations)
Number of personnel, end of period (continuing 602 675
operations)
--------------------------------------------------------------------------------
Segment assets
---------------------------------------------
EUR million 31.12.2012 31.12.2011
--------------------------------------------------------------------
Machines 80.7 94.5
Services 30.0 28.9
Software Solutions (discontinued operations) 19.7 25.1
Total segments 130.3 148.5
--------------------------------------------------------------------
Unallocated and eliminations and adjustments -15.7 5.3
Total segment assets 114.6 153.8
--------------------------------------------------------------------
Other assets 43.4 33.3
Total assets 158.0 187.2
--------------------------------------------------------------------
Segment liabilities
---------------------------------------------
EUR million 31.12.2012 31.12.2011
--------------------------------------------------------------------
Machines 43.0 46.6
Services 6.0 6.9
Software Solutions (discontinued operations) 2.6 4.8
Total segments 51.6 58.3
--------------------------------------------------------------------
Unallocated and eliminations and adjustments -0.3 1.8
Total segment liabilities 51.3 60.1
--------------------------------------------------------------------
Other liabilities 75.8 73.9
Total liabilities 127.1 134.0
--------------------------------------------------------------------
Net working capital
---------------------------------------------
EUR million 31.12.2012 31.12.2011
--------------------------------------------------------------------
Machines 37.7 47.9
Services 24.0 21.9
Software Solutions (discontinued operations) 17.1 20.4
Total segments 78.7 90.2
--------------------------------------------------------------------
Unallocated and eliminations and adjustments -15.5 3.5
Total Glaston Group 63.3 93.7
--------------------------------------------------------------------
Order intake (continuing operations)
EUR million 1-12/2012 1-12/2011
------------------------------------------------------------------
Machines 86.3 89.2
Services 31.8 31.4
Total Glaston Group 118.1 120.6
------------------------------------------------------------------
Net sales by geographical areas (continuing operations)
EUR million 1-12/2012 1-12/2011
------------------------------------------------------------------
EMEA 48.2 48.1
Asia 25.4 32.5
America 42.0 39.0
Total 115.6 119.7
------------------------------------------------------------------
Discontinued operations
Software Solutions
EUR million 10-12/ 10-12/ 1-12/ 1-12/
2012 2011 2012 2011
------------------------------------------------------------------------------
External sales 6.1 5.6 21.0 22.9
Intersegment sales 0.0 0.0 0.0 0.1
------------------------------------------------------------------------------
Net sales 6.1 5.6 21.0 23.0
Share of associates' and joint ventures' results - - 0.0 0.0
EBIT excluding non-recurring items 0.7 0.9 1.8 2.1
------------------------------------------------------------------------------
EBIT-%, excl. non-recurring items 11.9 15.3 8.3 8.9
Non-recurring items 0.0 - -5.7 0.0
------------------------------------------------------------------------------
EBIT 0.7 0.9 -3.9 2.1
EBIT-% 11.1 15.3 -18.7 7.7
Number of personnel, average 186 197
Number of personnel, end of period 175 195
------------------------------------------------------------------------------
QUARTERLY NET SALES, OPERATING RESULT, ORDER INTAKE AND ORDER BOOK
Continuing operations
Machines
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2012 2012 2012 2012 2011 2011 2011 2011
--------------------------------------------------------------------------------
External sales 22.7 18.4 21.7 21.9 26.1 16.2 27.4 20.1
Intersegment sales 0.0 0.0 0.0 0.0 0.1 0.0 0.2 0.0
--------------------------------------------------------------------------------
Net sales 22.7 18.4 21.7 21.9 26.2 16.2 27.6 20.1
EBIT excluding 0.4 -0.5 -1.7 -0.9 1.5 -1.7 0.2 -1.9
non-recurring items
--------------------------------------------------------------------------------
EBIT-%, excl. 1.8 -2.5 -7.8 -4.1 5.6 -10.5 0.6 -9.2
non-recurring items
Non-recurring items -1.8 - - -3.0 0.2 - - -
-----------------------
EBIT -1.3 -0.5 -1.7 -3.9 1.7 -1.7 0.2 -1.9
--------------------------------------------------------------------------------
EBIT-% -5.9 -2.5 -7.8 -17.7 6.3 -10.5 0.6 -9.2
--------------------------------------------------------------------------------
Services
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2012 2012 2012 2012 2011 2011 2011 2011
--------------------------------------------------------------------------------
External sales 9.5 6.3 6.7 8.3 7.6 6.1 8.1 8.1
Intersegment sales 0.3 0.6 0.3 0.2 0.4 0.2 0.4 0.2
--------------------------------------------------------------------------------
Net sales 9.9 6.8 7.0 8.5 8.0 6.3 8.5 8.3
EBIT excluding 2.0 1.2 1.0 1.7 0.8 0.8 2.2 1.5
non-recurring items
--------------------------------------------------------------------------------
EBIT-%, excl. 19.9 18.1 13.7 20.5 9.7 12.2 26.3 17.7
non-recurring items
Non-recurring items -0.1 - - - 0.0 0.0 0.1 -
-----------------------
EBIT 1.9 1.2 1.0 1.7 0.8 0.8 2.3 1.5
--------------------------------------------------------------------------------
EBIT-% 18.8 18.1 13.7 20.5 10.0 13.0 27.0 17.7
--------------------------------------------------------------------------------
Net sales
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2012 2012 2012 2012 2011 2011 2011 2011
--------------------------------------------------------------------------------
Machines 22.7 18.4 21.7 21.9 26.2 16.2 27.6 20.1
Services 9.9 6.8 7.0 8.5 8.0 6.3 8.5 8.3
Other and intersegment -0.3 -0.6 -0.3 -0.2 -0.5 -0.2 -0.6 -0.2
sales
Glaston Group total 32.3 24.6 28.5 30.2 33.7 22.3 35.5 28.2
--------------------------------------------------------------------------------
EBIT
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2012 2012 2012 2012 2011 2011 2011 2011
--------------------------------------------------------------------------------
Machines 0.4 -0.5 -1.7 -0.9 1.5 -1.7 0.2 -1.9
Services 2.0 1.2 1.0 1.7 0.8 0.8 2.2 1.5
Other and eliminations -1.9 -1.2 -2.0 -1.6 -2.2 -1.5 -1.5 -1.6
EBIT excluding 0.4 -0.4 -2.7 -0.7 0.0 -2.4 0.9 -1.9
non-recurring items
--------------------------------------------------------------------------------
Non-recurring items -2.4 - - -3.0 0.2 0.0 0.1 -
---------------------------------------------------------
EBIT -2.0 -0.4 -2.7 -3.7 0.2 -2.3 0.9 -1.9
--------------------------------------------------------------------------------
Order book (continuing operations)
31.12. 30.9 30.6. 31.3. 31.12. 30.9. 30.6. 31.3.
2012 .2012 2012 2012 2011 2011 2011 2011
--------------------------------------------------------------------------------
Machines 33.1 31.3 30.8 34.2 34.6 33.1 35.4 40.2
Services 1.1 4.0 3.3 1.1 1.2 1.4 1.1 1.7
Total Glaston Group 34.2 35.3 34.1 35.2 35.8 34.5 36.5 41.8
--------------------------------------------------------------------------------
Order intake (continuing operations)
EUR million 10-12/ 7-9/ 4-6/ 1-3/ 10-12/ 7-9/ 4-6/ 1-3/
2012 2012 2012 2012 2011 2011 2011 2011
-----------------------------------------------------------------------
Machines 25.5 21.1 19.1 20.7 26.9 15.2 23.1 24.0
Services 7.9 7.3 9.1 7.6 8.0 6.7 8.0 8.7
Total Glaston Group 33.3 28.4 28.2 28.3 34.9 21.9 31.1 32.7
-----------------------------------------------------------------------
Discontinued Operations and Assets and Liabilities of Disposal Group Classified
as Held for Sale
Assets and liabilities related to Software Solutions business area are
presented as held for sale as Glaston announced in October 2012 that it was
negotiating of sale of Software Solutions business area. Glaston published in
November 2012 that it has signed a binding contract of the sale of the business
area. The closing of the sale is expected took place on 4 February, 2013.
Software Solutions business area was earlier presented as one of Glaston's
reportable segment.
Revenue, expenses and result of discontinued operations
31.12.20 31.12.20
12 11
Revenue 21.0 22.9
Expenses -19.2 -20.9
--------------------------------------------------------------------------------
Gross profit 1.7 2.0
Finance costs, net 0.0 0.0
Impairment loss recognized on the remeasurement to fair -5.2 -
value less cost to sell
--------------------------------------------------------------------------------
Profit / loss before tax from discontinued operations -3.5 2.0
Income tax -0.7 -0.1
Income tax related to measurement to fair value less costs - -
to sell
Profit / loss from discontinued operations -4.2 1.9
--------------------------------------------------------------------------------
Profit / loss from discontinued operations include EUR 5.2 million goodwill
impairment loss. The goodwill impairment loss arises from measurement of net
assets held for sale to fair value less costs to sell.
Assets and liabilities of disposal group classified as held for sale
Assets and liabilities of disposal groups include, in addition to assets and
liabilities related to discontinued operations, also the real estate in
Tampere, Finland, which Glaston has classified as non-current asset held for
sale. Glaston has classified this real estate as held for sale as Glaston
intends to sell and lease back the real estate. As a result, the carrying
amount of the real estate will be recovered through a sale transaction and not
through continuing use. The lease agreement arising from the transaction will
be an operating lease.
31.12.2012 31.12.2011
Assets
Goodwill 7.6 -
Other intangible assets 7.3 -
Tangible assets 9.6 -
Investments in associates 0.1 -
Available-for-sale assets 0.0 -
Deferred tax asset 0.0 -
Inventories 0.0 -
Assets for current tax 0.0 -
Trade and other receivables 5.0 -
Cash equivalents 0.3 -
Assets classified as held for sale 29.8 -
----------------------------------------------------------------------------
Liabilites
Deferred tax liability 1.8 -
Non-current interest-free liabilities and provisions 0.1 -
Current provisions 0.4 -
Current interest-bearing liabilities 0.0 -
Trade and other payables 2.1 -
Liabilities for current tax 0.2 -
Liabilities related to assets held for sale 4.7 -
----------------------------------------------------------------------------
On 31 December, 2011 there were no assets classified as held for sale.
Net cash flows of discontinued operations
2012 2011
Operating 2.8 4.5
Investing -3.1 -2.4
Financing 0.0 -
Net cash flow -0.3 2.1
-------------------------
Order book (discontinued operations)
31.12.2012 31.12.2011
------------------------------------------
Software Solutions 1.4 1.8
------------------------------------------
Order intake (discontinued operations)
1-12/2012 1-12/2011
------------------------------------------
Software Solutions 16.5 20.8
------------------------------------------
CONTINGENT LIABILITIES
EUR million 31.12.2012 31.12.2011
Mortgages and pledges
On own behalf 470.8 490.1
On behalf of others 0.1 0.1
Guarantees
On own behalf 0.4 0.5
On behalf of others 0.0 0.0
Lease obligations 7.2 9.6
Other obligation on own behalf 0.5 0.8
Mortgages and pledges include EUR 106.4 million shares in group companies and
EUR 35.1 million receivables from group companies.
Glaston Group has international operations and can be a defendant or plaintiff
in a number of legal proceedings incidental to those operations. The Group does
not expect the outcome of any unmentioned legal proceedings currently pending,
either individually or in the aggregate, to have material adverse effect upon
the Group's consolidated financial position or results of operations.
DERIVATIVE INSTRUMENTS
EUR million 31.12.2012 31.12.2011
Nominal value Fair value Nominal value Fair value
Commodity derivatives
Electricity forwards 0.3 0.0 0.1 0.0
Derivative instruments are used only for hedging purposes. Nominal values of
derivative instruments do not necessarily correspond with the actual cash flows
between the counterparties and do not therefore give a fair view of the risk
position of the Group. The fair values are based on market valuation on the
date of reporting. PROPERTY, PLANT AND EQUIPMENT
EUR million
Changes in property, plant and equipment 1-12/2012 1-12/2011
Carrying amount at beginning of the period 18.7 19.5
--------------------------------------------------------------------------
Additions 0.5 1.2
Disposals 0.0 -0.1
Depreciation and amortization -2.2 -2.6
Impairment losses and reversals of impairment losses - -0.1
Reclassification and other changes 0.0 0.4
Exchange differences -0.1 0.2
Transfer to assets held for sale -9.6 -
Carrying amount at end of the period 7.3 18.7
--------------------------------------------------------------------------
At the end of December 2012 or 2011 Glaston did not have of contractual
commitments for the acquisition of property, plant and equipment.
SHAREHOLDER INFORMATION
20 largest shareholders 31 December, 2012
Number of % of
shares shares
Shareholder and votes
1 GWS Trade Oy 13,446,700 12.74%
2 Oy G.W.Sohlberg Ab 12,819,400 12.14%
3 Varma Mutual Pension Insurance Company 9,447,320 8.95%
4 Suomen Teollisuussijoitus Oy 9,049,255 8.57%
5 Oy Investsum Ab 2,360,000 2.24%
6 Sumelius Bjarne Henning 2,123,733 2.01%
7 Sumelius-Fogelholm Birgitta Christina 1,754,734 1.66%
8 Von Christierson Charlie 1,600,000 1.52%
9 Sumelius Bertil Christer 1,478,533 1.40%
10 Nordea Pro Finland Fund 1,204,381 1.14%
11 Sumelius-Koljonen Barbro 1,175,238 1.11%
12 The Finnish Cultural Foundation 1,084,760 1.03%
13 Vakuutusosakeyhtiö Henki-Fennia 1,010,433 0.96%
14 Ehrnrooth Helene Margareta 1,000,000 0.95%
15 Oy Cacava Ab 1,000,000 0.95%
16 Nordea Life Assurance Finland Ltd. 850,000 0.81%
17 Huber Karin 800,800 0.76%
18 Evli Alexander Management Oy 788,582 0.75%
19 Drumbo Oy 750,000 0.71%
20 Aktia Capital Fund 734,574 0.70%
-----------------------------------------------------------------------------
Total 20 largest shareholders 64,478,443 61.07%
Other shareholders 41,034,993 38.86%
Not in the book-entry securities system (in 75,200 0.07%
joint account)
-----------------------------------------------------------------------------
Total 105,588,636 100.00%
-----------------------------------------------------------------------------
Treasury shares -788,582 0.75%
-------------------------------------------------- -----------
Total excluding treasury shares 104,800,054
=============================================================================
Ownership distribution 31 December, 2012
Shares % of shares and
total votes
Corporations 47,056,131 44.6%
Financial and insurance corporations 4,247,118 4.0%
Non-profit institutions 2,525,646 2.4%
Households 36,683,388 34.7%
Foreign countries 4,593,973 4.4%
General government 9,552,320 9.0%
--------------------------------------------------------------------------------
Total 104,658,576 99.1%
Nominee registered 854,860 0.8%
Total 105,513,436 99.9%
================================================================================
Not in the book-entry securities system (in 75,200 0.1%
joint account)
Total 105,588,636 100.0%
================================================================================
RELATED PARTY TRANSACTIONS
Glaston Group's related parties include the parent, subsidiaries and
associates. Related parties also include the members of the Board of Directors
and the Group's Executive Management Group, the CEO and their family members.
Also the shareholders, which have significant influence in Glaston through
shareholding, are consider to be related parties, as well as the companies
controlled by these shareholders.
Glaston follows the same commercial terms in transactions with associates and
other related parties as with third parties.
Glaston had rented premises from companies owned by individuals belonging to
the management. The rents paid correspond with the local level of rents. The
related party connection ceased at 30 November, 2012. The lease payments were
in 2012 EUR 0.5 (0.6) million.
During the review period there were no related party transactions whose terms
would differ from the terms in transactions with third parties.
Glaston had no transactions with associates.
Management remuneration (accrual based)
Remuneration of the Board of Directors, accrual based
2012 2011
EUR annual fee meeting fee annual fee meeting
fee
Andreas Tallberg, Chairman of 40,000 7,200 40,000 8,000
the Board of Directors
Christer Sumelius, Deputy 30,000 4,000 30,000 5,000
Chairman
of the Board of Directors
Claus von Bonsdorff 20,000 4,500 20,000 5,000
Teuvo Salminen 20,000 4,500 20,000 6,000
Pekka Vauramo (* 20,000 4,500 15,000 3,000
Anu Hämäläinen (** 15,000 3,000 - -
Carl-Johan Rosenbröijer (*** 5,000 2,000 20,000 5,000
Klaus Cawén (**** - - 5,000 2,000
Jan Lång (**** - - 5,000 2,000
Total 150,000 29,700 155,000 36,000
================================================================================
(* Member of the Board of Directors from 5 April, 2011
(** Member of the Board of Directors from 27 March, 2012
(*** Member of the Board of Directors until 27 March, 2012
(**** Member of the Board of Directors until 5 April, 2011
Remuneration of the Executive Management Group, accrual based
2012 2011
EUR
CEO Arto Metsänen
Salaries 359,629 335,306
Bonuses 47,493 114,420
----------------------------------------------------------------------------
Total 407,122 449,726
----------------------------------------------------------------------------
Fringe benefits 18,065 16,117
----------------------------------------------------------------------------
Total 425,187 465,843
----------------------------------------------------------------------------
Compulsory pension payments (Finnish TyEL or similar plan) 105,142 82,290
Voluntary pension payments 57,162 40,320
2012 2011
EUR
Other members of the Executive Management Group
Salaries 1,271,534 1,180,619
Compensations for termination of employment 540,000 94,482
Bonuses 22,750 257,104
------------------------------------------------------------------------------
Total 1,834,284 1,532,205
------------------------------------------------------------------------------
Fringe benefits 99,731 81,058
------------------------------------------------------------------------------
Total 1,934,015 1,613,263
------------------------------------------------------------------------------
Compulsory pension payments (Finnish TyEL or similar plan) 196,519 213,499
Voluntary pension payments 71,767 51,242
The remuneration includes salaries only for the period they have been members
of the Executive Management Group.
Share-based payments
Share-based incentive plan 2009
The CEO has a separate share-based payment incentive plan. According to the
plan, the
CEO received in September 2010, ie. one year after the date when his employment
in Glaston
began, 50,000 shares in Glaston Corporation. The shares cannot be transferred
further within
two years from the reward payment date (restriction period). If the CEO's
employment or
service ends during the restriction period, he must return the shares. The
vesting period
of this incentive plan ended in 2012.
Share-based incentive plan 2010 - 2011
The Board of Directors of Glaston Corporation decided on 9 June, 2010 on a
share-based
incentive plan. As there was a failure to satisfy the vesting conditions, the
share-based
plan did not vest. As the share-based plan did not vest, expenses were adjusted
in 2011 by
EUR 0.5 million.
Share-based incentive plan 2012
On 12 December, 2011 The Board of Directors of Glaston decided to establish a
long-term
share ownership plan as a part of the remuneration and commitment program for
the key
personnel. Glaston's share-based plan 2012 offered a possibility to earn the
Company's shares
as a reward for attaining the EBIT target set for the financial year 2012. The
reward from
the plan would have been paid to the key personnel as a combination of shares
and cash payment
after the end of the earning period. No reward would have been paid to a key
person if
his/her employment or service ended before the end of the earning period. As
the share-based
plan did not vest, no reward will be paid for this plan.
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