2013-09-04 09:00:00 CEST
2013-09-04 09:00:04 CEST
REGLAMENTUOJAMA INFORMACIJA
Panostaja Oyj - Interim report (Q1 and Q3)
PANOSTAJA GROUP INTERIM REPORT NOVEMBER 1, 2012–JULY 31, 2013 (9 months)
Panostaja Oyj Interim report, September 4, 2013
10:00 a.m.
The net sales for the third quarter: MEUR 45.7, growth 17%
EBIT without one-time items for the third quarter: MEUR 2.1, growth 30%.
Operating cash flow for the third quarter MEUR 2.4. Growth MEUR 1.7.
Panostaja changes its result management procedures with regard to net sales and
EBIT. During the 2013 financial period, the Group's net sales are expected to
grow by about 16-20% over the previous year and the Group's EBIT is expected to
remain at the level of the 2012 (MEUR 4.2) financial period 2013 without
one-time items (such as depreciation).
THIRD QUARTER, MAY-JULY 2013
Net sales MEUR 45.7 (MEUR 38.9), growth 17%.
EBIT MEUR -0.4 (MEUR 1.6), down by MEUR 2.0. EBIT includes MEUR 2.3 of goodwill
write-down related to Takoma.
EBIT without one-time items MEUR 2.1 (MEUR 1.6)
Profit before taxes MEUR -1.0 (MEUR 0.9)
Earnings per share (undiluted) -2.6 cents (1.9 cents)
Operating cash flow MEUR 2.4 (MEUR 0.7).
The growth in net sales was due to corporate acquisitions carried out in the
current year and the previous year and the operative growth of the Digital
Printing Services and the Safety segment. The impact of corporate acquisitions
on the net sales for the third quarter stood at MEUR 9.7.
The improvement in EBIT without one-time items in the third quarter by MEUR 0.5
was particularly affected by corporate acquisitions carried out at the
beginning of the financial period and by an improved result in the Digital
Printing Services and the Safety segment.
NOVEMBER 2012-JULY 2013
Net sales MEUR 136.0 (MEUR 114.7), growth 19%.
EBIT MEUR -0.3 (MEUR 4.0), change MEUR 4.3.
EBIT without one-time items MEUR 2.5 (MEUR 4.4), change -42%.
Profit before taxes MEUR -2.6 (MEUR 2.3).
Earnings per share (undiluted) -8.3 cents (1.7 cents).
Equity per share EUR 0.60 (EUR 0.61).
Equity ratio 33.0% (37.0%).
Operating cash flow was MEUR 4.7 (MEUR 6.5).
The increase in net sales was primarily a result of the corporate acquisitions
carried out during the previous financial period and the current financial
period. The impact of corporate acquisitions stood at MEUR 27.9. Furthermore,
organic growth in the Safety segment continued.
The MEUR -4.3 decrease in EBIT was especially caused by the MEUR 2.3 goodwill
write-down related to Takoma, weak demand in the technology industry segments,
and the MEUR 0.9 costs incurred from goodwill allocations from corporate
acquisitions carried out at the beginning of the financial period.
Panostaja changes its result management procedures with regard to net sales and
EBIT. During the 2013 financial period, the Group's net sales are expected to
grow by about 16-20% over the previous year and the Group's EBIT is expected to
remain at the level of the 2012 financial period without one-time items (such
as depreciation).
The previous result management on June 5, 2013: During the 2013 financial
period, the Group's net sales are expected to grow by about 16-21% over the
previous year and the Group's EBIT is expected to increase in the 2013
financial period.
The General Meeting of January 29, 2013 approved the capital repayment proposal
made by the Board. EUR 0.04 per share of capital repayment was paid from the
invested unrestricted equity fund. The record date for the capital repayment
was February 1, 2013, with the payment date being February 8, 2013. A total of
MEUR 2.0 of capital was repaid to parent company shareholders.
9 months 9 months 12 months
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Key figures 11/12-07/13 11/11-07/12 11/11-10/12
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Net sales (MEUR) 136,0 114,7 156,8
EBIT (MEUR) -0,3 4,0 4,2
Profit before taxes (MEUR) 2,6 2,3 0,9
Earnings per share, undiluted -0,1 0,02 -0,04
(EUR)
Equity per share (EUR) 0,60 0,61 0,56
Financial position and cash July 31, 2013 July 31, 2012 October 31, 2012
flow:
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Net liabilities (MEUR) 46,0 45,3 40,5
Gearing (%) 91,3 94,4 89,6
Equity ratio (%) 33,0 37,0 34,1
Operating cash flow (MEUR) 4,7 6,5 10,6
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The income statement for operations discontinued during the reference period
has been separated from the income statement for retained operations and the
result for them is presented in accordance with the IFRS standard on row
‘Earnings from discontinued operations'.
MARKET SITUATION
The first three quarters of Panostaja Group's financial period have not met the
financial expectations targeted at all segments. In particular, the segments
serving the technology industry suffered from weak demand. The general economic
situation and atmosphere has remained challenging, especially in export
industry-related segments. For the time being, the demand for companies
operating on the domestic market has at least remained at a satisfactory level.
The situation on the financial markets remains challenging, particularly in the
SME sector, and the restraints on credit issue area a significant risk to
general financial development. In terms of volumes, the corporate acquisitions
market remains at a lower level than normal, and no significant change in
activity is expected to take place up to the end of the year.
Panostaja prepared for a weak financial market situation in the SME sector and
for a continued quiet period in the corporate acquisitions market by taking out
a MEUR 7.5 hybrid loan in May. This hybrid loan will enable Panostaja to make,
in line with the company's strategy and investment criteria, new complementary
acquisitions and to give more temporal room for maneuver for possible
divestments.
THE ECONOMIC DEVELOPMENT OF THE PANOSTAJA GROUP
THIRD QUARTER, MAY-JULY 2013
Panostaja Group net sales in the third quarter were MEUR 45.7 (MEUR 38.9).
Exports amounted to MEUR 2.3, or 4.9%, (MEUR 3.2, or 8.2%) of net sales.
Net sales increased by 17%. The MEUR 6.7 increase in net sales was primarily
the result of growth stemming from corporate acquisitions. Corporate
acquisitions made in the previous financial period and the current financial
period increased net sales by MEUR 9.7. Of the Group's 11 operational segments,
five exceeded the net sales of the reference year. Correspondingly, five
segments fell below the net sales level of the reference year. There is not yet
any comparative data for the Ceiling Materials segment. On November 7, 2012,
Panostaja bought 60% of the share capital of Selog Oy, which supplies material,
calculation and design services for ceiling construction.
EBIT totaled MEUR -0.4 (MEUR 1.6). The MEUR 2.0 decrease in EBIT was due to the
MEUR 2.3 goodwill write-down of Takoma. EBIT was positively affected by
corporate acquisitions carried out at the beginning of the financial period and
by a strong result in the Digital Printing Services and Safety segments. Five
segments achieved better EBIT than in the reference period.
The Group's net financial expenses for the review period were approximately
MEUR -0.8 (MEUR -0.6). The Group's liquidity was good. Operating cash flow
improved and was MEUR 2.4 (MEUR 0.7).
NOVEMBER 2012-JULY 2013
Net sales increased by 19%. Panostaja Group's net sales were MEUR 136.0 (MEUR
114.7) in the review period that has ended. Export amounted to MEUR 7.0, or
5.1%, (MEUR 9.0, or 7.8%) of net sales. Corporate acquisitions realized during
the previous financial period affected the MEUR 21.3 increase in net sales by
MEUR 27.9.
Of the Group's eleven operational segments, five exceeded the cumulative net
sales for the reference period, and three segments exceeded the EBIT levels in
the review period. EBIT improved in the following segments: Digital Printing
Services, Value-added Logistics and Fasteners.
EBIT totaled MEUR -0.3 (MEUR 4.0). The MEUR -4.3 decrease in EBIT was primarily
caused by a MEUR 2.3 goodwill write-down related to Takoma, the goodwill
allocations from corporate acquisitions carried out at the beginning of the
financial period, and weak development in the Takoma and Heat Treatment
segments. EBIT in the Heat Treatment segment deteriorated in comparison to the
reference period by MEUR 1.6, and in the Takoma segment by MEUR 1.0.
The Group's net financial expenses for the review period were approximately
MEUR -2.5 (MEUR -2.2). The Group's liquidity remained good and operating cash
flow was MEUR 4.7 positive.
Personnel
Panostaja's personnel continued to grow in the Helsinki capital region. At the
end of the review period, Panostaja Group employed a total of 1,394 persons,
while the average number of personnel during the financial year was 1,300.
July 31, July 31, October 31,
2013 2012 2012
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Average number of employees 1 300 1 171 1 152
Employees at the end of the review period 1 394 1 244 1 206
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Employees in each segment at the end of July 31, July 31, October 31,
the review period 2013 2012 2012
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Digital Printing Services 456 340 335
Safety 206 215 212
Takoma 195 200 193
Value-added Logistics 305 272 253
Ceiling Materials 15
Spare Parts for Motor Vehicles 40 41 38
Fittings 38 30 30
Heat Treatment 63 64 65
Carpentry Industry 32 32 30
Supports 16 16 16
Fasteners 20 24 24
Other 8 10 10
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Group in total 1 394 1 244 1 206
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GROUP STRUCTURE CHANGES
In line with its strategy, Panostaja actively carried out corporate
acquisitions and expanded operations by creating a new segment.On November 6,
2012, Panostaja Oyj's subsidiary Suomen Helasto Oy bought the entire
shareholding of Oy Eurohela Trading Ltd, which provides furniture fittings
wholesale services. The segment was also reorganized, so that the furniture
fittings and construction fittings operations were divided into individual
companies. Suomen Helasto Oy's subsidiaries Oy Eurohela Trading Ltd and Suomen
Helakeskus Oy merged to form Suomen Helakeskus Oy, focusing on the furniture
fittings business. Suomen Helasto Oy's new subsidiary Rakennushelasto Oy, which
was established as part of the reorganization, specializes in the construction
fittings business. As a result of the reorganization, Panostaja Oyj's
shareholding in Suomen Helasto Oy is about 95%.
Panostaja Oyj announced on November 7, 2012 that it had bought 60% of the share
capital of Selog Oy, a company supplying material, calculation and design
services for ceiling construction. As a result of the transaction, Panostaja
expanded its business operations and established within the Group a new
business area specializing in wholesale services of ceiling materials. As part
of the arrangement, Selog Oy's owners continued as minority shareholders in the
new segment.
Panostaja expanded its Digital Printing Services segment on December 4, 2012,
which already includes the Kopijyvä Group. Panostaja's subsidiary Digiprint
Finland Oy acquired the entire share capital of DMP-Digital Media Partners Oy.
The DMP Group provides printing, publication and production services for
marketing communications. Since the reorganization, Panostaja Oyj's
shareholding in Digiprint Finland Oy is about 56%. As part of the
reorganization, the owner of DMP-Digital Media Partners Oy became minority
shareholders in Digiprint Finland Oy. As a result of the reorganization,
Digiprint Finland Oy owns all of Kopijyvä Oy and DMP-Digital Media Partners Oy.
SEGMENT REVIEW
Panostaja Group's business operations for the period under review are reported
in 12 segments: Digital Printing Services, Safety, Takoma, Value-added
Logistics, Ceiling Materials, Spare Parts for Motor Vehicles, Fittings, Heat
Treatment, Carpentry Industry, Supports, Fasteners and Other (parent company
and associated companies).
NOVEMBER 2012-JULY 2013
Net sales in the Digital Printing Services segment grew from MEUR 25.5 to MEUR
36.6. EBIT was MEUR 4.4, MEUR 0.8 better than the EBIT of the previous period.
The review period as a whole was characterized by the acquisition of DMP Group
on December 4, 2012. The review period is also encumbered by costs arising from
the corporate acquisition. Although the markets have been poor as a result of
the economic situation, the segment has succeeded in increasing its market
share. In April, operations expanded to Kotka with the acquisition of
Mainospiste Newex Ky.
Net sales in the Safety segment increased from MEUR 21.1 to MEUR 22.3. EBIT
remained at the level of the previous year at MEUR 0.6. The increase in net
sales was better than the average for the sector and resulted from organic
growth. The company's order book and stock of tenders have remained at a rather
good level. In May, Flexim strengthened its operations in Southern Karelia by
acquiring the business of Lappeenrannan Lukko- ja Varustepalvelu Oy.
Net sales in the Takoma segment declined from MEUR 21.9 to MEUR 17.3. The
segment's EBIT decreased from MEUR -2.1 to MEUR -5.4. During the review period,
Panostaja recorded a MEUR 2.3 goodwill write-down in the Takoma segment as part
of the reorganization of business operations. The activity of Takoma's domestic
customers in Finland continues to decline and some of the customers are
transferring their production abroad. Results have been achieved in the
acquisition of new customers in Norway, but this is slow in making an impact.
Takoma is making significant structural and operational changes, aiming at the
making the Takoma Group profitable during the next financial period.
As a result of weakened liquidity, Takoma has tried to reduce production costs
and to improve overall efficiency by such means as winding up the unprofitable
business of Hervannan Koneistus Oy and Takoma Systems Oy and by adapting the
capacity of machining to correspond to demand. These reorganization measures
include the realization of fixed assets. Furthermore, Takoma is negotiating to
reorganize its financial structure by changing its loan repayment periods,
amongst other measures.
Net sales in the Value-added Logistics segment grew from MEUR 16.1 to MEUR
21.8. EBIT improved slightly from MEUR 0.8 to MEUR 0.9. The increase in net
sales can mainly be explained by the acquisition in May 2012 of packaging and
logistics company HSG Logistics Oy.
Ceiling Materials is a new segment, which was created when Panostaja acquired
60% of the shares of Selog Oy on November 7, 2012. Net sales for the segment in
the review period were MEUR 9.5 and EBIT MEUR 0.7. The work situation of
customers has generally improved during the summer, but there remains
uncertainty about the coming winter due to the market situation.
Net sales in the Spare Parts for Motor Vehicles segment remained at the level
of the previous year at MEUR 7.6. EBIT was also in line with the previous year
at MEUR 0.6. The general economic situation has also cut growth in the spare
parts business.
Net sales in the Fittings segment increased from MEUR 7.8 to MEUR 8.9. However,
EBIT dropped from the previous year's MEUR 0.3 to MEUR -0.1. The increase in
net sales in the Fittings segment was primarily a result of the acquisition of
Oy Eurohela Trading Ltd on November 6, 2012.The result is adversely affected by
costs incurred from goodwill allocation of the corporate acquisition carried
out.
Net sales in the Heat Treatment segment declined from MEUR 5.7 to MEUR 3.6, and
EBIT of MEUR 0.8 dropped to MEUR -0.8. As a result of weak demand, the result
for the review period is expected to be very poor and adaptation measures are
continuing. . In Finland, welding machine shops and foundries are still facing
difficulties, but in Poland the poor economic situation has begun to recover.
Net sales in the Carpentry Industry segment declined from MEUR 4.5 to MEUR 4.1,
and EBIT of MEUR 0.9 dropped to MEUR 0.5. Demand in Norway continued to be
weak, but sales in Finland have developed better than the overall market. The
company is carrying out a significant production investment programme, the
benefits and capacity increase of which will be fully felt during the next
financial period.
Net sales in the Supports segment declined from MEUR 3.0 to MEUR 2.5. EBIT
weakened from the reference year's MEUR 0.3 to MEUR 0.1. Economic conditions in
construction remain poor, which is directly affecting the development of the
sector. The segment has, however, been able to keep its market position.
In the Fasteners segment, net sales were on a slightly lower level than in the
reference period at MEUR 2.0. EBIT of MEUR -0.1 was slightly better than the
figure for the reference year of MEUR -0.2. There have been no significant
customer losses, but the order books of customers are low.
There were no significant changes in the net sales of the Other segment. In the
review period, two associated companies, Ecosir Group Oy and Spectra Yhtiöt Oy,
issued reports to the parent company. The profit/loss of the reported
associated companies in the review period was MEUR 0.2 (MEUR 0.1), which is
presented on a separate row in the consolidated income statement.
INVESTMENTS AND FINANCE
The Group's liquidity remained good and operating cash flow MEUR 4.7 positive
(MEUR 6.5). The Group's liquid assets were MEUR 15.9 (MEUR 7.7).
The Group's gross capital expenditure increased and were in the review period
MEUR 20.0 (MEUR 6.2). Investments were mainly targeted at corporate
acquisitions. The Group's equity ratio was 33.0% (37.0%) and interest-bearing
net liabilities totaled MEUR 46.0 (MEUR 45.3). Interest-bearing net liabilities
increased as a result of corporate acquisitions. Panostaja Oyj's convertible
subordinated loan amounted to MEUR 15 of the net liabilities (MEUR 15.0).
Return on equity was -12.7% (1.7 %) and return on investment -0.1% (3.6%).
Gearing ratio was 91.3% (94.4%).
In May, Panostaja Oyj issued a domestic hybrid loan of MEUR 7.5 (equity
debenture loan). The loan was issued on May 27, 2013. It will strengthen the
company's solvency and financial position. The hybrid loan has been processed
in accordance with the IFRS as an equity loan and is shown in the balance sheet
in the equity group.
Financial position:
MEUR July 31, 2013 July 31, 2012 October 31, 2012
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Interest-bearing liabilities 65,9 57,3 56,6
Interest-bearing receivables 4,0 4,5 3,7
Cash and cash equivalents 15,9 7,7 12,3
Interest-bearing net liabilities 46,0 45,3 40,5
Equity (belonging to the parent 50,4 48,0 48,0
company's shareholders as well
as minority shareholders)
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Gearing ratio,% 91,3 94,4 89,6
Equity ratio,% 33,0 37,0 34,1
Return on equity,% -12,7 1,6 -5,4
Return on investment,% -0,1 3,6 2,2
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The Annual General Meeting of January 29, 2013 approved the capital repayment
proposal made by the Board. EUR 0.04 per share of capital repayment was paid
from the invested unrestricted equity fund. The record date for the capital
repayment was February 1, 2013, with the payment date being February 8, 2013. A
total of MEUR 2.0 of capital was repaid to parent company shareholders.
SHARE PRICE DEVELOPMENT AND SHARE OWNERSHIP
Panostaja Oyj's share closing rate fluctuated between EUR 0.66 and EUR 0.86
during the review period. During the three-quarter period, the exchange of
shares totaled 2,539,078 shares, 4.9% of the share capital. The review-period
share closing rate was EUR 0.69. The market value of the company's share
capital at the end of July was MEUR 35.7 and the company had 3,743 shareholders
(3,785).
Development of share exchange 3Q/2013 3Q/2012 1-3Q/2013 1-3Q/2012
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Shares exchanged, 1,000 pcs 475 395 2 539 5 303
% of share capital 0,9 0,8 4,9 10,4
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Share July 31, 2013 July 31, 2012 October 31, 2012
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Shares in total, 1,000 pcs 51 733 51 733 51 733
Own shares, 1,000 pcs 508 565 553
Closing rate 0,69 0,77 0,76
Market value (MEUR) 35,7 39,8 39,3
Shareholders 3 743 3 785 3 780
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On December 28, 2012, Panostaja Oyj received a notification of change in
holding in the company pursuant to Section 2(9) of the Securities Markets Act.
Matti Koskenkorva's share of Panostaja Oyj's total number of voting shares
exceeded 10%. Matti Koskenkorva's share on the record date was 5,187,192
shares, 10.03% of Panostaja Oyj's share capital and voting shares.
ADMINISTRATION AND GENERAL MEETING
Panostaja Oyj's Annual General Meeting was held on January 29, 2013 in Tampere.
Jukka Ala-Mello, Satu Eskelinen, Mikko Koskenkorva and Eero Eriksson were
re-elected to Panostaja Oyj's Board of Directors. Antero Virtanen and Jukka
Terhonen were elected as new members. In the Board's organizing meeting held
immediately after the General Meeting, Jukka Ala-Mello was elected Chairman of
the Board and Eero Eriksson as Vice Chairman. Authorized Public Accountant
Markku Launis and Authorized Public Accountants PricewaterhouseCoopers Oy were
selected as general chartered accountants, with Authorized Public Accountant
Janne Rajalahti as the responsible public accountant.
The General Meeting approved the closing of the November 1, 2011-October 31,
2012 accounts as well as the proposal by the Board to transfer the loss for the
financial period to the profit funds and that capital repayment be paid at a
rate of EUR 0.04 per share. The record date for the capital repayment was
February 1, 2013, with the payment date being February 8, 2012. In addition,
the General Meeting authorized the Board to decide, at its discretion, on the
potential distribution of assets to shareholders, the company's financial
status permitting, as distribution of assets from the invested unrestricted
equity fund. The maximum distribution of assets performed on the basis of this
authorization totals EUR 5,200,000. The authorization includes the right of the
Board to decide on all other terms and conditions relating to the said asset
distribution. The authorization will remain valid until the end of the next
Annual General Meeting.
In addition, the General Meeting granted exemption from liability to the
members of the Board and to the CEO. It was decided at the General Meeting that
the Chairman of the Board be paid EUR 40,000 as an annual compensation for the
term that begins at the end of the Meeting and ends at the end of the 2014
Annual General Meeting, and that the other members of the Board be paid an
annual compensation of EUR 20,000. It was further resolved at the General
Meeting that approximately 40% of the compensation remitted to the members of
the Board be paid on the basis of the share issue authorization given to the
Board, by issuing company shares to each Board member if the Board member does
not own more than one percent of the company's shares on the date of the
General Meeting. If the holding of a Board member on the date of the General
Meeting is over one percent of all company shares, the compensation will be
paid in full in monetary form.
The General Meeting authorized the Board of Directors to decide on the
acquisition of the company's own shares, so that the shares will be acquired in
one or more installments and, based on this authorization, a maximum of
5,100,000 shares can be acquired, which corresponds to about 9.86% of all the
company's shares. By virtue of the authorization, the company's own shares may
be obtained using unrestricted equity only.
The company's own shares may be acquired at the price in public trade arranged
by NASDAQ OMX Helsinki Oy on the date of acquisition or otherwise at the
prevailing market price. The Board of Directors will decide how the company's
own shares are to be acquired. The company's own shares may be acquired not
following the proportion of ownership of the shareholders (directed
acquisition). The authorization shall be valid until July 29, 2014.
The Board of Directors has not used the authorization granted by the Annual
Meeting to acquire its own shares during the review period.
SHARE CAPITAL AND THE COMPANY'S OWN SHARES
At the close of the review period, Panostaja Oyj's share capital was EUR
5,568,681.60. The total number of shares is 51,733,110.
The total number of the company's own shares held by the company at the end of
the review period was 507,624 individual shares (at the beginning of the
financial period: 552,566). The number of the company's own shares corresponded
to 1.0% of the number of shares and votes at the end of the entire review
period.
In accordance with the decisions of the General Meeting of January 30, 2012 and
the Board, Panostaja Oyj transferred a total of 12,656 individual shares as
meeting compensation to the members of the Board on December 14, 2012. As per
the decision of the General Meeting of January 29, 2013 and the Board on March
7, 2013, 15,384 shares were transferred, and on June 6, 2013 16,902 Panostaja
Oyj shares were transferred.
EQUITY CONVERTIBLE SUBORDINATED LOANS
At the end of the review period, EUR 15,000,000 of the 2011 convertible
subordinated loan remained. The interest on the loan is 6.5% and the loan
period February 7, 2011-April 1, 2016. The original share exchange rate is EUR
2.20, and the loan shares may be exchanged for no more than 6,818,181 company
shares. The total number of loan shares is 300, and they are available for
public trade on the Nasdaq OMX Helsinki stock exchange. The share exchange rate
will be entered into the company's invested unrestricted equity fund.
NEAR-FUTURE RISKS AND FACTORS OF UNCERTAINTY
The most significant risks of Panostaja Group are described in the financial
statement bulletin of December 14, 2012 and the annual report. The near-future
risks are mainly tied to the uncertainty resulting from Finland's economic
situation, export industry competitiveness and the change it has caused, as
well as their potential impact on achieving the goals set for the various
segments. The instability of the overall economic situation has led to a
decline in customer demand as well as the postponement of investments,
particularly in segments serving the technology sector, which may result in a
need for consolidated goodwill write-downs. Structural changes concerning
Takoma may cause needs for one-time write-downs. In the current financial
period, credit loss risks continue to represent a significant uncertainty
factor in some of the segments. This risk is increased by the tightening of
credit issue to SMEs. The weakening in financial market liquidity and the
tightening on credit issue may hamper the realization of corporate acquisitions
and the availability of finance for working capital. Panostaja has prepared for
a weak financial market situation in the SME sector and for a continued quiet
period in the corporate acquisitions market by taking out a MEUR 7.5 hybrid
loan in May.
EVENTS AFTER THE REVIEW PERIOD
There are no major events to report.
PROSPECTS FOR THE REMAINDER OF THE FINANCIAL PERIOD
In accordance with its business strategy, Panostaja Group focuses on increasing
shareholder value in the segments owned by the Group. The development of
shareholder value will be constantly monitored as part of a changing operating
environment, and decisions on the development or divestment of business areas
will be made in order to maximize the shareholder value. Active development of
shareholder value, the effective allocation of capital and finance
opportunities create a solid foundation for operational expansion. The need for
ownership arrangements in SMEs enables both expansion into new segments and
growth in existing ones.
Economic prospects in the fields of the existing segments are strongly tied to
the prospects of customer enterprises. The current economic prospects remain
uncertain and difficult to predict, and the growth forecasts have generally had
to be cut, particularly due to slow growth in the export industry. In the
various segments of Panostaja Group, prospects vary from cautiously positive to
pessimistic. The challenges in the forecastability of the technology industry
or weakening prospects may create a need for consolidated goodwill write-downs.
The prospects for new construction have also declined during the current year,
but this is not expected to have a fundamental impact on the prospects for the
remainder of the financial period.
The market still provides sufficient opportunities for corporate acquisitions,
and Panostaja Group aims to implement its growth strategy by means of
controlled acquisitions, particularly in current segments. In addition, the
divestment of certain segments will be carried out actively, in order to
maximize shareholder value.
Panostaja changes its result management procedures with regard to net sales and
EBIT. During the 2013 financial period, the Group's net sales are expected to
grow by about 16-20% over the previous year and the Group's EBIT is expected to
remain at the level of the 2012 (MEUR 4.2) financial period 2013 without
one-time items (such as depreciation).
The previous result management on June 5, 2013: During the 2013 financial
period, the Group's net sales are expected to grow by about 16-21% over the
previous year and the Group's EBIT is expected to increase in the 2013
financial period.
Panostaja Oyj
Board of Directors
For further information, contact CEO Juha Sarsama: tel. +358 40 774 2099.
Panostaja Oyj
Juha Sarsama
CEO
All forecasts and assessments presented in this interim report bulletin are
based on the current outlook of the Group and the Management of the various
business areas with regard to the state of the economy and its development. The
results attained may be substantially different.
The information in the interim report has not been audited.
INCOME STATEMENT 05/13-0 05/12 11/12-07 11/11-0 2012
7/13 -07/1 /13 7/12
2
3 3 9 months 9 12
months month months months
s
(EUR 1,000)
Net sales 45 695 38 136 043 114 719 156 819
972
Other operating income 252 208 752 637 1 172
Costs in total 42 043 36 129 349 107 448 146 193
195
Depreciations, amortizations and 4 283 1 361 7 740 3 936 7 561
impairment
Operating profit -379 1 624 -294 3 972 4 236
Financial income and expenses -789 -797 -2 425 -2 192 -3 710
Share of associated company profits 189 88 76 523 400
Profit before taxes -979 915 -2 643 2 303 927
Income taxes -805 -340 -1 919 -564 -2 181
Profit/loss from retained operations -1 783 575 -4 562 1 739 -1 254
Profit/loss from discontinued 0 171 0 -1 145 -1 236
operations
Profit/loss for the financial period -1 783 746 -4 562 594 -2 490Attributable to
shareholders of the parent company -1 363 958 -4 252 847 -1 984
minority shareholders -420 -212 -310 -253 -506
Earnings per share from retained
operations
EUR, undiluted -0,027 0,015 -0,083 0,039 -0,015
Earnings per share from retained
operations
EUR, diluted -0,027 0,015 -0,083 0,039 -0,015
Earnings per share from discontinued
operations
EUR, undiluted 0,000 0,003 0,000 -0,022 -0,024
Earnings per share from discontinued
operations EUR, diluted 0,000 0,003 0,000 -0,022 -0,024
Earnings per share on retained and
discontinued
operations EUR, undiluted -0,027 0,019 -0,083 0,017 -0,039
Earnings per share on retained and
discontinued
operations EUR, diluted -0,027 0,019 -0,083 0,017 -0,039
EXTENSIVE INCOME STATEMENT
Items of the extensive income statement -1 783 746 -4 562 594 -2 490
Translation differences 2 4 -68 -86 103
Extensive income statement for the -1 781 750 -4 630 508 -2 387
period
Attributable to
shareholders of the parent company -1 363 962 -4 320 761 -1 881
minority shareholders -420 -212 -310 -253 -506
BALANCE SHEET July 31, 2013 July 31, Octobe
2012 r 31,
2012
(EUR 1,000)
ASSETS
Non-current assets
Goodwill 42 145 36 539 34 348
Other intangible assets 9 357 6 057 6 081
Property, plant and equipment 16 816 19 553 18 996
Interests in associates 3 899 3 946 3 824
Other non-current assets 13 395 14 583 13 074
Non-current assets total 85 612 80 678 76 323
Current assets
Stocks 21 161 19 542 18 639
Trade and other non-interest-bearing 28 253 22 012 25 293
receivables
Short-term investments 3 000
Cash and cash equivalents 12 909 7 729 12 347
Current assets total 65 323 49 283 56 279
Held-for-sale non-current asset items 2 504
Assets in total 153 439 129 961 132
601
EQUITY AND LIABILITIES
Equity attributable to parent company
shareholders
Share capital 5 569 5 569 5 569
Share premium account 4 646 4 646 4 646
Translation difference -68 -165 -66
Invested unrestricted equity fund 14 501 16 510 16 523
Retained earnings -1 437 4 871 1 981
Equity convertible loan 7 390
Total 30 601 31 431 28 653
Minority interest 19 789 16 570 16 520
Equity total 50 390 48 001 45 173
Liabilities
Deferred tax liabilities 2 239 1 641 1 505
Equity convertible subordinated loan 14 523 14 381 14 414
Non-current liabilities 39 459 33 877 27 752
Current liabilities 46 828 32 060 43 757
Liabilities total 103 049 81 959 87 428
Equity and liabilities in total 153 439 129 961 132
601
CASH FLOW STATEMENT 07/2013 07/2012 2012
(EUR 1,000)
Operating net cash flow 4 711 6 531 4 711
Investment net cash flow -14 090 -3 126 -14 090
Loans drawn 25 425 7 816 31 862
Loans repaid -9 358 -15 046 -15 795
Share issue
Disposal of own shares 34 34 34
Dividends paid and capital repayments -3 156 -3 216 -3 156
Finance net cash flow 12 946 -10 412 12 946
Change in cash flows 3 567 -7 007 3 567
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(EUR 1,000) Share Share Invest Trans- Profit Equity Minori Total
capi- premi- ed lation funds conver ty
tal um unrest diffe- -tible share-
accoun ric-te rences loan holder
t d s'
equity intere
fund st
Equity 5 569 4 646 19 023 -169 4 047 14 270 47 386
November 1, 2011
Profit for the 847 -253 594
financial period
Profit and costs 847 -253 594
recorded during
the financial
period, total
Dividends paid -659 -659
Repayment of -2 557 -2 557
capital
Share
subscription
Share issue
Disposal of own 35 35
shares
Reward scheme 9 9
Translation 4 4
differences
Changes in -102 3 212 3 110
minority
interest
Other changes in -2 513 4 4 894 2 300 4 685
equity, total
Equity 52
July 31, 2012 5 569 4 646 16 510 -86 4 792 16 570 48 001
Equity 5 569 4 646 16 523 -66 1 981 16 250 45 173
November 1, 2012
Profit for the -4 252 -310 -4 562
financial period
Profit and costs -4 252 -310 -4 562
recorded during
the financial
period, total
Dividends paid -1 116 - 1
116
Repayment of -2 040 -2 040
capital
Equity 7 390 7 390
convertible loan
Disposal of own 18 18
shares
Reward scheme
Translation -2 -30 -32
differences
Changes in 892 4 696 5 588
minority
interest
Correction of -28 -28
errors in
previous
financial period
Other changes in -2 022 -2 834 7 390 3 579 9 779
equity, total
Equity 5 569 4 646 14 501 -68 -1 437 7 390 19 789 50 390
July 31, 2013
KEY FIGURES
07/2013 07/2012 10/2012
Equity per share (EUR) 0,60 0,61 0,56
Earnings per share, diluted (EUR) -0,08 0,02 -0,04
Earnings per share, undiluted (EUR) -0,08 0,02 -0,04
Average number of shares during financial period, 51 203 51 150 51 157
1,000 pcs.
Number of shares at end of financial period, 1,000 51 733 51 733 51 733
pcs.
Share issues/CL exchanges during financial period, 0 0 0
1,000 pcs.
Number of shares, 1,000, diluted 58 021 57 968 57 075
Return on equity,% -12,7 1,6 -5,4
Return on investment,% -0,1 3,6 2,2
Gross capital expenditure
To permanent assets (MEUR) 20,1 6,2 6,2
% of net sales 14,8 5,4 4,0
Interest-bearing liabilities 65,9 57,3 56,6
Equity ratio (%) 33,0 37,0 34,1
Average number of employees 1 300 1 171 1 152
GROUP DEVELOPMENT BY QUARTER
(MEUR) Q3/13 Q2/13 Q1/13 Q4/12 Q3/12 Q2/12 Q1/12
Net sales 45,7 46,9 43,4 42,1 39,0 38,0 37,7
Other operating income 0,3 0,2 0,2 0,5 0,2 0,3 0,1
Costs in total -42,0 -44,5 -42,8 -38,7 -36,2 -35,9 -35,3
Depreciations, amortizations -4,3 -1,9 -1,5 -3,6 -1,4 -1,3 -1,3
and impairment
EBIT -0,4 0,7 -0,7 0,3 1,6 1,1 1,2
Finance items -0,8 -0,9 -0,8 -1,5 -0,8 -0,6 -0,7
Share of associated company 0,2 0,0 -0,1 -0,1 0,1 0,4 0,0
profits
Profit before taxes -1,0 -0,1 -1,6 -1,4 0,9 0,9 0,5
Taxes -0,8 -0,5 -0,5 -1,6 -0,3 -0,4 0,0
Profit from continuing -1,8 -0,7 -2,1 -3,0 0,6 0,5 0,5
operations
Profit from discontinued 0,0 0,0 0,0 -0,1 0,1 -0,3 -0,8
operations
Profit for the financial period -1,8 -0,7 -2,1 -3,1 0,7 0,2 -0,4
Minority interest -0,4 0,3 -0,2 -0,3 -0,2 -0,2 0,2
Parent company shareholder -1,4 -1,0 -1,9 -2,8 0,9 0,4 -0,6
interest
GUARANTEES GIVEN
(EUR 1,000) 07/2013 07/2012 2012
Guarantees given on behalf of Group companies
Enterprise mortgages 44 421 40 971 40 861
Pledges given 79 236 52 048 58 321
Other liabilities 778 1833 1 888
Other rental agreements
In one year 9 350 7 946 7 779
In over one year but within five years maximum 20 088 18 394 17 466
In over five years 3 792 3 127 2 833
Total 33 230 29 467 28 078
SEGMENT INFORMATION
NET SALES 05/13-07/13 05/12-07/12 11/12-07/1 11/11-07/12
3
(EUR 1,000)
Digital Printing Services 12 292 8 341 36 615 25 544
Safety 6 981 6 406 22 349 21 058
Takoma 6 000 6 734 17 278 21 911
Value-added Logistics 7 569 7 513 21 815 16 059
Ceiling Materials 3 533 0 9 511 0
Spare Parts for Motor 2 646 2 643 7 604 7 558
Vehicles
Fittings 2 761 2 332 8 904 7 770
Heat Treatment 1 314 1 784 3 625 5 662
Carpentry Industry 1 110 1 513 4 092 4 510
Supports 862 1 086 2 498 2 992
Fasteners 709 724 2 004 2 138
Other 0 16 42 48
Eliminations -82 -120 -294 -530
Group in total 45 695 38 972 136 043 114 719
OPERATING PROFIT
(EUR 1,000)
Digital Printing Services 1 702 997 4 407 3 594
Safety 409 -16 609 617
Takoma -3 437 -504 -5 393 -2 085
Value-added Logistics 530 532 895 811
Ceiling Materials 323 0 662 0
Spare Parts for Motor 315 268 600 639
Vehicles
Fittings 235 56 -145 327
Heat Treatment -135 166 -756 801
Carpentry Industry 111 364 547 933
Supports 94 170 110 303
Fasteners 35 -8 -52 -169
Other -561 -402 -1 778 -1 798
Group in total -379 1 624 -294 3 973
SEGMENT INFORMATION BY QUARTER
Net sales, MEUR 3Q/13 2Q/13 1Q/13 4Q/12 3Q/12 2Q/12 1Q/12
Digital Printing Services 12,3 13,4 10,9 9,5 8,3 8,9 8,3
Safety 7,0 7,8 7,6 8,0 6,4 7,3 7,3
Takoma 6,0 5,8 5,5 7,0 6,7 7,5 7,7
Value-added Logistics 7,6 7,2 7,1 7,2 7,5 4,1 4,4
Ceiling Materials 3,5 3,0 3,0
Spare Parts for Motor Vehicles 2,6 2,5 2,5 2,9 2,6 2,5 2,4
Fittings 2,8 3,1 3,0 2,5 2,3 2,7 2,7
Heat Treatment 1,3 1,2 1,1 1,8 1,8 1,9 2,0
Carpentry Industry 1,1 1,6 1,4 1,6 1,5 1,6 1,4
Supports 0,9 0,8 0,8 1,0 1,1 1,0 0,9
Fasteners 0,7 0,7 0,6 0,7 0,7 0,7 0,7
Other 0,0 0,0 0,0 0,0 0,0 0,0 0,0
Eliminations -0,1 -0,1 -0,1 -0,1 0,0 -0,2 -0,1
Group in total 45,7 46,9 43,4 42,1 38,9 38,0 37,7
Operating profit (MEUR) 3Q/13 2Q/13 1Q/13 4Q/12 3Q/12 2Q/12 1Q/12
Digital Printing Services 1,7 1,7 1,0 1,9 1,0 1,4 1,1
Safety 0,4 0,4 -0,2 0,5 0,0 0,4 0,3
Takoma -3,4 -0,9 -1,0 -2,9 -0,5 -1,0 -0,5
Value-added Logistics 0,5 0,3 0,1 0,6 0,5 0,1 0,1
Ceiling Materials 0,3 0,1 0,2
Spare Parts for Motor Vehicles 0,3 0,1 0,2 0,5 0,3 0,2 0,2
Fittings 0,2 -0,2 -0,2 0,1 0,0 0,2 0,1
Heat Treatment -0,1 -0,3 -0,3 0,2 0,2 0,2 0,4
Carpentry Industry 0,1 0,2 0,2 0,4 0,4 0,4 0,2
Supports 0,1 0,0 0,0 0,0 0,2 0,0 0,1
Fasteners 0,0 0,0 0,0 -0,1 0,0 -0,1 -0,1
Other -0,6 -0,6 -0,6 -0,8 -0,4 -0,6 -0,7
Group in total -0,4 0,7 -0,7 0,3 1,6 1,1 1,2
Panostaja is an investment company developing Finnish SMEs in the role of an
active majority shareholder. The company aims to be the most sought-after
partner for business owners selling their companies as well as for the best
managers and investors. Together with its partners, Panostaja increases the
Group's shareholder value and creates Finnish success stories.
At present, Panostaja has 11 segments engaging in business operations. Flexim
Security Oy (Safety) is a specialist in security technology and services,
locking, door automation and access control products and solutions. Heatmasters
Group (Heat Treatment) offers thermal treatment services of metals in Finland
and internationally, and produces, develops and markets heat treatment
technology. KL-Varaosat (Spare Parts for Motor Vehicles) is an importer,
wholesale dealer and retailer of original spare parts and supplies for Mercedes
Benz and BMW cars. Kopijyvä Oy & DMP-Digital Media Partners Oy (Digital
Printing Services) form Finland's largest company offering digital printing
services and publication and production services. Suomen Helakeskus Oy
(Fittings) is a major wholesaler of construction and furniture fittings in
Finland. Suomen Kiinnikekeskus Oy (Fasteners) is a supply shop in the fastener
field. Matti-Ovi Oy (Carpentry Industry) manufactures and markets, as its main
product, solid wood interior doors. Selog Oy (Ceiling Materials) is a specialty
supplier and wholesaler of ceiling materials. Takoma Oyj (Takoma) is a listed
shop group with an entrepreneur-driven business model. Toimex Oy (Supports)
works in the HEPAC field, manufacturing and selling supports. Vindea Oy
(Value-added Logistics) is an enterprise specialized in value-added logistics
services for the Finnish metal industry.
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