CENCORP CORPORATION’S INTERIM REPORT JANUARY – JUNE 2013


Cencorp Corporation     Interim Report  21 August 2013 at 14.00 Finnish time

 

CENCORP CORPORATION’S INTERIM REPORT JANUARY – JUNE 2013

 

The net sales of Cencorp Corporation’s (“Cencorp”) continuing operations for the reporting period January – June 2013 was EUR 5.9 million (EUR 9.1 million in 2012). The operating profit of continuing operations was EUR -1.8 million (-1.1), profit for the period EUR -2.3 million (-1.3), earnings per share were EUR -0.007 (-0.004) and EBITDA was EUR -0.8 million (0.01).

 

 

GENERAL

Cencorp belongs to the Finnish Savcor Corporation (“Savcor”). Savcor Group companies owned approximately 78.9 % of the Cencorp shares on 30 June 2013.

 

More information on principle activities and events during the reporting period can be found in the stock exchange releases published on Cencorp’s website at www.cencorp.com.

 

The Interim Report has been drawn up in compliance with the IAS 34 Interim Financial Reporting standard. In the Interim Report Cencorp has applied the same accounting principles as in the annual report 2012. The Interim Report has not been audited.

 

FINANCIAL DEVELOPMENT
 

14 May 2013 Cencorp announced that the company changes its reporting system to comply with the company’s Cleantech strategy.  As from 1 January 2013 Cencorp reports of three business segments. The segments are Laser and Automation Applications (LAS), Life Cycle Management (LCM) and Clean Energy Solutions (CES). CES also includes the former Special Components segment. The comparison figures for the corresponding period in 2012 are only available of the net sales. Other figures that would be comparable and reliable enough are not available. Cencorp’s new segment information is based on the management’s internal reporting and on the organisation structure of the company.

 

The figures in brackets are comparison figures for the corresponding period in 2012, unless stated otherwise. 29 May 2012 Cencorp announced that it exits from its unprofitable decoration business and closes down its plant in Guangzhou, China, producing components for decorative applications. In consequence of the closing down of the Guangzhou plant and the exit from the decoration business Cencorp reports the financial figures relating to the Guangzhou plant’s decoration business as discontinued operations. In Cencorp’s financial reports the profit of discontinued operations is reported on a separate line, apart from continuing operations, thus, the income statement, except the discontinued operations item, concern the company’s continuing operations only.

 

April - June 2013 (continuing operations)

- Cencorp Group’s net sales decreased by 27.9 per cent to EUR 3.4 million (EUR 4.7 million).

- EBITDA was EUR -0.6 million (EUR -1.0 million).
- Operating profit was EUR -1.1 million (EUR -1.5 million).

- The Group’s profit before taxes was EUR -1.6 million (EUR -1.3 million).

- Profit for the period was EUR -1.6 million (EUR -1.3 million).
- Earnings per share were EUR -0.005
(EUR -0.004) and diluted earnings per share EUR -0.005 (EUR -0.004).

- Net sales of the Laser and Automation Applications segment (LAS) decreased by 23.0 per cent to EUR 1.8 million (EUR 2.3 million) and operating profit was EUR -0.3 million. The segment’s EBITDA was EUR -0.2 million.

- Net sales of the Life Cycle Management segment (LCM) decreased by 20.1 per cent to EUR 0.7 million (EUR 0.9 million) and operating profit was EUR 0.1 million. The segment’s EBITDA was EUR 0.04 million.

- Net sales of the new Clean Energy Solutions segment (CES) decreased by 37.1 per cent to EUR 0.9 million (EUR 1.5 million) and operating profit was EUR -0.8 million. The segment’s EBITDA was EUR -0.5 million.

 

 

January - June 2013 (continuing operations)

- Cencorp Group’s net sales decreased by 35.5 per cent to EUR 5.9 million (EUR 9.1 million).

- EBITDA was EUR -0.8 million (EUR 0.01 million).
- Operating profit was EUR -1.8 million (EUR -1.1 million).

- The Group’s profit before taxes was EUR -2.3 million (EUR -1.3 million).

- Profit for the period was EUR -2.3 million (EUR -1.3 million).
- Earnings per share were EUR -0.007
(EUR -0.004) and diluted earnings per share EUR -0.007 (EUR -0.004).

- Net sales of the Laser and Automation Applications segment (LAS) decreased by 32.4 per cent to EUR 2.6 million (EUR 3.8 million) and operating profit was EUR -0.9 million. The segment’s EBITDA was EUR -0.6 million.

- Net sales of the Life Cycle Management segment (LCM) decreased by 18.3 per cent to EUR 1.6 million (EUR 2.0 million) and operating profit was EUR 0.1 million. The segment’s EBITDA was EUR 0.2 million.

- Net sales of the new Clean Energy Solutions segment (CES) decreased by 45.4 per cent to EUR 1.8 million (EUR 3.3 million) and operating profit was EUR -1.0 million. The segment’s EBITDA was EUR -0.3 million.

 

 

MANAGING DIRECTOR IIKKA SAVISALO’S REVIEW

 

As previously announced the fiscal year 2013 had a very poor start in terms of the traditional industrial automation sales (LAS segment). Even though we had clearly more customer contacts than at the end of 2012 the activities started to turn into new orders only at the beginning of the second quarter. In the second quarter the order book increased remarkably to ca. EUR 3.4 million at its best. However, the second quarter’s EBITDA remained negative, EUR -0.6 million, as many of our projects still continue in the third quarter. However, there is a clear improvement in the efficiency of the business operations compared to the corresponding period in 2012. This can be seen e.g. in the second quarter’s EBITDA which was clearly better than in the previous year even though the net sales decreased by ca. 35.3 percent in the first half of 2013. However, I am not yet satisfied with the development of the company’s profitability. In respect of the individual segments the LAS segment was a big disappointment with its negative EBITDA, EUR -0.6 million, which was due to very low net sales in the first half of the year. Nor could the LCM segment reach its EBITDA target of 15 per cent due to small net sales. However, the LCM segment was able to generate positive result with EUR 0.17 million profit. The new CES segment’s net sales decreased compared to the previous year, which is mainly due to decreased sales of the old RFID and mobile phone components. However, the segment’s EBITDA of EUR -0.34 million was quite good compared to our expectations considering the high investments in the solar business.

 

Cencorp’s most important task is to improve profitability in its traditional LAS and LCM segments as well as to establish new markets for the Clean Energy Solutions segment. Even though the market situation in the traditional segments seems quite good Cencorp needs to continue improving its operational efficiency. In the CES segment the company continues its investments to meet the previously announced targets.

 

The financial news has lately been mainly negative in Finland. However, the most important market areas for Cencorp’s traditional industrial automation related segments are in North America (including Mexico) and in Europe where clear positive signs can be seen. The company is negotiating with several new customers and the amount of quotations has stayed on a reasonable level compared to the last year’s corresponding period. Should the negotiations proceed as hoped the company has very a good opportunity to turn its business back into growth path. The company is continuously improving the efficiency of its operations and turning the business into profit, in terms of EBITDA, is close. In the second half of the year Cencorp will introduce a new Odd Form Solution which the company expects to have market potential especially in Europe. The previous generation Odd Form Solution is widely used in many big companies, especially in Germany, who are expected to form important customer base for the new solution as well. The first solution has already been sold and will be delivered to a German customer in the beginning of 2014.

 

The operating environment in the clean energy related business is starting to recover after the crash in 2012. The EU has settled its differences with China regarding the trade policy, at least for now, and trade starts to normalize slowly. The major photovoltaic module manufacturers are still very committed to produce so called H-pattern modules and to use manual production processes. Only few manufacturers are actively developing MWT (Metal Wrap Through) and other CBS (Conductive Back Sheet) module technologies. As previously announced Cencorp has signed a Memorandum of Understanding on delivering Conductive Back Sheets (CBS) to one of the leading Chinese photovoltaic module manufacturers. The project has proceeded slower than expected as the customer is preparing its production plant for mass production. Cencorp’s CBS has passed internal tests and is now in the customer’s certification testing. Cencorp is prepared to start deliveries as soon as the customer commences its mass production.

 

As the major manufacturers of photovoltaic modules are still hesitating to take the next generation conductor into use, Cencorp has finished its first MWT photovoltaic module applicable for mass production. According to the company’s internal tests the module is very good in terms of technical features. As a proof of that Cencorp managed to sign a distribution agreement with a Dutch company, ProxEnergy, in a very fast schedule. According to Cencorp’s knowledge the company’s module is the first real MWT module in the market that can be produced in commercially sensible volumes. The “cell to module efficiency” of the MWT module is clearly better than in the traditional H pattern module. Further, the quality of the MWT module is remarkably more solid than in the H pattern module because of the automated production. In test production the yield has been very good with very little deviation in the electrical properties of the modules.

 

There are several new projects for building new local production lines for solar modules all over the world and especially in the developing countries. Cencorp estimated that the production will no longer be more focused in China, which proves to be right. Based on the discussions with potential customers it has appeared that Cencorp has reached a market position already as a reckoned provider of production automation whenever a customer is looking for next generation CBS technology based solution. The company has commenced negotiations on delivering several production lines for customers planning to have local production.

 

Most of the developing countries are located in conditions where solar energy is reached grid parity without any governmental subsidies. Particularly in these areas Cencorp will offer solar plant solutions with investment payback time less than five years. The company is negotiating on delivering several different sized solar plants to customers. I think that our operating environment has a lot of potential and I trust we have yet to sign new customer contracts this year.

 

 

OPERATING ENVIRONMENT

 

Cencorp operates in industries applying electronics and Cleantech technology.

 

Cencorp’s operating environment is global. The company’s traditional customers in the electronics industry as well as new CES customers are companies that provide products and services worldwide.  91.9 per cent of Cencorp’s products and services are either exported from Finland or they are manufactured by Cencorp in the US and in China.

 

 

MARKET OUTLOOK

 

Short-term market outlook in the LAS and LCM segments continues to be reasonable. The amount of Cencorp’s quotations has stayed on a good level and there are good opportunities to increase the revenues in the near future.

 

In the long run the LAS segment’s EBITDA is expected to be on 5 per cent level, at the minimum. Attainment of the target requires successful development projects in addition to continuous improvement in the production efficiency. The next generation odd form solution, the company’s most important new product in the short term, might generate growth required for improvement in the profitability. The preliminary estimates on the new odd form solutions are very promising, yet the success of the new product will be seen after it has been introduced in the market in November 2013.

 

The demand for LCM services has continued to be reasonable and the company’s organization and products are ready to meet the demand. The company continues improving the efficiency of its operations.

 

In the CES segment the expectations lie in solar modules, module components and in related technology. The share of the electronics component deliveries is expected to decline in this segment. Even though Cencorp is negotiating on CBS deliveries with several major photovoltaic module manufacturers it has become obvious that the customers’ product development don’t enhance the transition from old technology to next generation modules as expected. However, Cencorp’s CBS seems to be very competitive product, as mass production is about to begin, and the company has not dropped its internal expectations for the product. Close cooperation with several photovoltaic module manufacturers has generated many new opportunities for Cencorp to utilize its innovation capabilities and to bring its customers significant added value.

 

For about one year Cencorp has been developing fully automated production technology for CBS modules. The technology has been introduced to almost all of the most significant solar module manufacturers. Cencorp has taken actions to patent the related innovations. There is only a limited amount of competitors in the market and the customer feedback on Cencorp’s production technology has been positive. Cencorp’s production technology has a special niche: production lines have high level of automation, they are easy to use and require only little space. Start-up cost for setting up solar module production from zero amounts to only EUR 10 – 15 million depending on the existing level of existing infrastructure and required capacity. Cencorp is negotiating with several existing module manufacturers as well as with companies planning to establish local module production. Cencorp’s first full-size production plant, based on the company’s own design, planned to operate as the company’s sample factory, is expected to be opened in Mikkeli in early 2014, provided the company has sufficient capital for the project.

 

The third product family in Cencorp’s solar module strategy includes a series of PV modules based on Cencorp’s own CBS technology. The first ready products are expected to be delivered during 2013. Cencorp is negotiating with several traditional energy companies and with global companies producing solar energy on providing module installations for their use.

 

In relation to the traditional electronics components production Cencorp continues to provide mainly NFC and RFID antennas. 

 

Cencorp’s Cleantech strategy, if realized, will remarkably change the company’s cost structure and the targets set for the near future. As Cencorp is now in a strong transition phase, following the new strategy, Cencorp cannot assess how the change in company’s business focus will impact to the company and Cencorp has decided not to give any financial guidance for the time being, as stated in the release of 21 August 2012. As the transition phase is still continuing Cencorp does not give any financial guidance either during 2013. 

 

Cencorp’s future outlook will be highly dependent on the company’s ability to reach the targeted market position in the global photovoltaic module market as well as on the company’s long-term and short-term financing. Cencorp’s goal is to reach strong market position as provider of locally produced high-quality photovoltaic modules. Risks are handled in more detail in the item Risk management, risks and uncertainties of this Interim Report.

 

 

LONG-TERM OBJECTIVES FOR MANAGING DIRECTOR

 

On 21 August 2012 Cencorp’s Board of Directors published its long-term financial and other objectives for Managing Director as follows:

 

  • Thorough but fast transition from a company manufacturing only production automation systems and special components into a company that develops and provides Cleantech applications using laser and automation technology, a company with a strong market position as a provider, of locally, produced, high-quality photovoltaic modules and a company operating in various geographical markets.
  • Cencorp’s goal is to increase its shareholder value with growth and profitability. Cencorp aims for growth in Cleantech business where the company has good possibilities to achieve a strong global position and faster growth.
  • Laser and Automation Applications segment has its main focus on the Life Cycle Management of systems and on equipment with growth expectations for service business.
  • In the long run Cencorp is aiming for remarkable growth in its net sales with net sales target of more than EUR 200 million for 2016, with growth coming mainly from Cleantech operations, especially from solar photovoltaic and fuel cell applications, provided the company has sufficient capital.

 

The long-term objectives set for the Managing Director involve also risks and the long-term objectives should not be considered as the company’s financial guidance. Even though the objectives are based on market knowledge and technical surveys, the risks are significant and it is not certain if the Managing Director reaches all or part of the targets set for him.

 

 

FINANCING

 

Cash flow from business operations before investments in January – June was EUR -1.7 million (EUR 1.1 million). Trade receivables at the end of the reporting period were EUR 2.0 million (EUR 3.5 million). Net financial items amounted to EUR 0.5 million (EUR 0.2 million).

 

At the end of June, the equity ratio was 16.8 per cent (33.2 %) and equity per share was EUR 0.01 (EUR 0.02). At the end of the reporting period, the Group’s liquid assets totaled EUR 0.2 million (EUR 0.4 million) unused export credit limits, bank guarantee limits and factoring loans amounted to EUR 1.5 million (EUR 1.5 million).

 

Keskinäinen Eläkevakuutusyhtiö Etera and Oy Ingman Finance Ab subcribed all of the convertible bond I/2013 of EUR 2.1 million, issued by Cencorp 17 May 2013.

 

As previously announced, Cencorp’s financing position has been tight and it involves risks. The loan arrangement of about EUR 3 million made with Tekes in December 2012 and the EUR 1.5 million convertible bond subscribed in December 2012 as well as the EUR 2.1 million convertible bond subscribed in May 2013 have improved the company’s liquidity. As the investments are still continuing and the company is preparing for significant increase in its net sales, working capital is probably to be tight until the operations turn into profit in terms of EBITDA. As previously announced Cencorp has commenced preparations for a share issue. The objective of the share issue is to finance the execution of the company’s photovoltaic module business plan. Cencorp will inform later on the terms and schedule of the share issue.

 

Cencorp agreed with its financiers on amendment of the financial agreements and announced on 1 July 2013 that:

- Danske Bank Oyj’s financial facility agreement totaling EUR 4 million was continued until the end of September 2013;

- the maturity date of a convertible bond of some EUR 1.2 million from Savcor Group Oy was extended until the end of September 2013; and

- the maturity date of a loan of EUR one million from Savcor Invest BV (former AC Invest BV), a daughter company of Savcor Group Oy, was extended until the end of September 2013.
 

According to estimates available, the company’s financing position will continue to be tight. According to the opinion of Cencorp management the working capital of the company is not sufficient to complete the ongoing investment plan, based on the company’s strategy, for next twelve (12) months. From the company’s point of view, one of the most important risks is sufficiency of working capital. Cencorp has loans which will be due in following twelve (12) months. Cencorp’s operational conditions will be highly dependent on whether Cencorp manages to rearrange the loans. Therefore the company has, in addition to the above-mentioned measures, started negotiations with its main financiers and owners on measures to strengthen the financing position until the company’s cash flow is expected to return to positive. With these actions Cencorp believes that the company has secured sufficient working capital for the next twelve (12) months and will be able to complete its strategic investments.

 

 

RESEARCH AND DEVELOPMENT

 

The Group’s research and development costs during the January – June period amounted to EUR 0.9 million (EUR 0.7 million) or 16.0 (7.5) per cent of net sales.

 

 

INVESTMENTS

 

Gross investments during the January – June period amounted to EUR 2.4 million (EUR 0.9 million). The largest investments were EUR 2.0 million in development costs.

 

 

PERSONNEL

 

At the end of June the Group employed 152 (193) people, out of which 49 persons worked in Finland, 92 persons in China and 11 persons in other countries. During the reporting period, salaries and fees totalled EUR 2.1 million (EUR 2.9 million).

 

 

SHARES AND SHAREHOLDERS

 

Cencorp’s share capital amounts to EUR 3 425 059.10. The number of shares is 342 161 270. The company has one series of shares, which confer equal rights in the company. Cencorp did not own any of its own shares at the end of the reporting period.

 

The company had a total of 4827 shareholder at the end of June 2013, and 0.8 per cent of the shares were owned by foreigners. The ten largest shareholders held 89.0 per cent of the company’s shares and voting rights on 30 June 2013.

 

The largest shareholders on 30 June 2013

  Shares votes
1. SAVCOR GROUP LIMITED 133 333 333 39,0
2. SAVCOR GROUP OY 119 235 078 34,8
3. SAVCOR INVEST BV  17 499 999 5,1
4. KESKINÄINEN ELÄKEVAKUUTUSYHTIÖ ETERA  16 394 735 4,8
5. GASELLI CAPITAL OY  11 000 000 3,2
6. GASELLI CAPITAL PARTNERS OY   2 050 000 0,6
7. JOKELA MARKKU   1 804 728 0,5
8. PARPOLA VILLE   1 478 759 0,4
9. PAASILA MATTI     854 041 0,25
10. OY TROBE     800 000 0,25
OTHERS  37 710 597 11,0
TOTAL 342 161 270 100,0

 

 

The members of the Board of Directors and the President and CEO, either directly or through companies under their control, held a total of 270 068 410 shares in the company on 30 June 2013, representing about 78.9 per cent of the company’s shares and voting rights. Iikka Savisalo, Cencorp’s Managing Director, either directly or through companies under his control, held a total of 270 068 410 shares in the company, 8,931,000 options connected to bond I/2010 and 21,428,571 options connected to bond I/2012.

 

The price of Cencorp’s share varied between EUR 0.06 and 0.10 during the January – June period. The average price was EUR 0.08 and the closing price at the end of June EUR 0.09. A total of 14.6 million Cencorp shares were traded at a value of EUR 1.2 million during the January – June period. The company’s market capitalization at the end of March stood at EUR 30.8 million.

 

No share options were granted to the company’s management during the reporting period. On 30 June 2013, the company had 8,931,000 options connected to bond I/2010 with a subscription period ending on 25 May 2015. Savcor Group Oy holds the options connected to bond I/2010. On 30 June 2013 the company hold 21,428,571 options connected to bond I/2012 with subscription period ending on 7 September 2014. Options connected to bond I/2012 are held by SCI Invest Oy and Savcor Group Oy. On 30 June 2013 the company had 30,000,000 options connected to bond I/2013 with a subscription period ending on 2 June 2015. The options connected to bond I/2013 are held by Keskinäinen Vakuutusyhtiö Etera and Oy Ingman Finance Ab.
 

 

SHARE ISSUE AUTHORIZATIONS IN FORCE


1,069,000 shares remain under the authorization given by Cencorp’s Annual General Meeting on 28 April 2009 to issue 10,000,000 new shares in Cencorp.
 

Cencorp’s Extraordinary General Meeting held on 30 January 2012 decided to authorize the Board of Directors to issue 100,000,000 new shares. There were no other resolutions made at the Extraordinary General Meeting. 48,571,429 shares remain under the authorization. In the second half of 2013, 4,000,000 shares, under the authorization, will be issued in a directed share issue for Sunweb Solar to pay part of the purchase price of the transaction carried out in January. 

 

 

DECISIONS BY THE ANNUAL GENERAL MEETING

 

Cencorp Corporation's Annual General Meeting was held on 29 April 2013 in Mikkeli, Finland. The AGM approved the 2012 financial statements and released the members of the Board and the President and the CEOs from liability for the financial year 2012. According to the Board's proposal, it was decided that no dividend for the financial year 2012 will be distributed. It was also decided that the loss for the financial period that ended on 31 December 2012 will be entered in retained earnings.

 

Mrs Marjukka Karttunen (born 1967) was elected as a new member of the Board of Directors of Cencorp Corporation. Karttunen in an entrepreneur operating in the field of public relations and lobbying. Previously she was a Member of Parliament of Finland for eight years in the National Coalition Party's parliamentary group and acted as CEO of the Central Association of Women Entrepreneurs in Finland. Marjukka Karttunen is Chairman of the Board of Port

of Turku and a Board Member of TVT Asunnot Oy. Industrial counsellor Hannu Savisalo and Iikka Savisalo continue as old Board members in the Cencorp Corporation's Board of Directors.

 

At its organizing meeting following the AGM, Cencorp's Board of Directors elected Hannu Savisalo as the Chairman and Marjukka Karttunen as the Vice Chairman of the Board. The Board of Directors decided, due to the scope of the company's business, that it is not necessary to establish any separate Board committees.

 

The AGM decided that an annual remuneration of EUR 40,000 will be paid to the Chairman and to the Vice Chairman of the Board, and EUR 30,000 to the members of the Board of Directors.

 

Ernst & Young Oy, Authorized Public Accounting Firm, continues as the company auditor and Mikko Rytilahti, APA, as the responsible auditor.

 

 

 

NEGOTIATIONS WITH AVERY DENNISON HAVE BEEN CLOSED

 

On 21 August Cencorp announced that the company and Avery Dennison Corporation (”Avery Dennison”), a US based company, have signed a Memorandum of Understanding (MOU) according to which Cencorp acquires Avery Dennison’s Conductive Back Sheet (CBS) business and related intellectual property rights. The MOU was non-binding. The negotiations between Avery Dennison and Cencorp have been closed for now.

 

 

 

MAIN TERMS OF THE MEMORANDUM OF UNDERSTANDING SIGNED WITH A MAJOR CHINESE SOLAR PHOTOVOLTAIC (PV) MODULE MANUFACTURER ON DELIVERING CONDUCTIVE BACK SHEETS

 

On 5 November 2012 Cencorp announced that the company has signed a Memorandum of Understanding on delivering Conductive Back Sheets (CBS) to one of the leading Chinese PV (photovoltaic) module manufacturers. The Memorandum of Understanding is non-binding. According to the customer's written estimate received from the customer at the end of January 2013 CBS mass deliveries should have commenced during the first half of 2013. Commencing of the mass production always requires customer's internal evaluating process which still continues and the customer has not yet started mass production. However, CBS components have passed Cencorp´s internal technical requirements.

 

The risks related to the non-binding MOU signed with the Chinese solar photovoltaic module manufacturer have been handled in more detail in the item “Risk management, risks and uncertainties” of this Interim Report.

 

 

MAIN TERMS OF THE CONVERTIBLE BOND I/2013 AND FULLFILMENT OF THE TEKES LOAN TERMS

 

On 27 May 2013 Cencorp received subscription forms and payments regarding Cencorp’s convertible loan I/2013 from Keskinäinen Eläkevakuutusyhtiö Etera and Oy Ingman Finance Ab.

 

Cencorp's Board of Directors has approved the subscriptions. Etera subscribed a convertible bond for EUR 1.5 million and Ingman for EUR 0.6

million. The total amount of the now made subscriptions equals to the maximum amount of the convertible bond i.e. EUR 2.1 million. The company issues totally 30,000,000 stock options against the done subscriptions free of charge. Stock options to be issued shall be one (1) stock option against each subscribed loan capital amount of EUR 0.07.

 

On 20 December 2012 Cencorp announced that The Finnish Funding Agency for Technology and Innovation - Tekes has given Cencorp a loan, of ca. EUR 3 million, to develop a business and production model relating to the design and production of cost effective photovoltaic modules as well as to the development of module components. The loan was subject to capital investments, amounting totally to EUR 3 million at the minimum, to be made in Cencorp during the period from 20 September 2012 to 30 June 2013. Cencorp has now secured capital investments of EUR 3.6 million with two convertible bonds between 3 December 2012 and 25 May 2013 and thus fulfilled the aforesaid term of the Tekes loan.

 

 

RISK MANAGEMENT, RISKS AND UNCERTAINTIES

 

Cencorp’s Board of Directors is responsible for the control of the company’s accounts and finances. The Board is responsible for internal control, while the President and CEO handles the practical arrangement and monitors the efficiency of internal control. Business management and control are taken care of using a Group-wide reporting and forecasting system.

 

The purpose of risk management is to ensure that any significant business risks are identified and monitored appropriately. The company’s business and financial risks are managed centrally by the Group’s financial department, and reports on risks are presented to the Board of Directors as necessary.

 

Due to the small size of the company and its business operations, Cencorp does not have an internal auditing organization or an audit committee.

 

The sufficiency of the company’s financing and working capital involve risks that are handled in more detail in the item Financing of this Interim Report. According to available estimates, the company's financing position will continue to be tight. According to the opinion of the Cencorp management the working capital of the company is not sufficient for the next twelve (12) months to realize the strategic investment plan going on in the company. From the company’s point of view one of the most significant risks is the sufficiency of working capital. Cencorp has loans which will be due in the following twelve (12) months, and whether the company succeeds or fails to rearrange the loans will have a significant effect in the company’s operations. Therefore the company has, in addition to the above-mentioned measures, started negotiations with its main financiers and owners on measures to strengthen the financing position until the company’s cash flow is expected to return to positive. By these actions Cencorp believes to secure sufficiency of working capital for the next twelve (12) months and to finalize investments according to the company’s strategy.

 

Realization of a share issue, which the company announced on 21 August 2012, involves risks. It is not secured that the company will be able to collect capital to finance the establishing of photovoltaic module business plan. If the share issue doesn’t materialize as planned, there is a risk that the establishment of Cencorp’s Cleantech strategy will be postponed or even fail, partly or totally.

 

As it is difficult to make forecasts in an industry that is dependent on economic cycles, the biggest business risks are related to fluctuations in the demand for products and to the adjustment of operations to meet demand.

 

In terms of profitability, the most essential risks are related to the achievement of a sufficient invoicing volume in all three business segments and the success achieved with the programs underway at Cencorp to improve profitability, such as improvements in productivity and business flexibility through outsourcing production.

 

In terms of operations, the biggest risks are related to outsourcing in-house equipment production to contract manufacturers, in particular to whether the production chain efficiency targets are achieved as planned.
 

Cencorp has announced that its objective is to transform from a company manufacturing only production automation systems and special components into a company that develops and provides cleantech applications using laser and automation technology as well as into a company that has a strong market position as a provider of, in various geographical areas, locally produced high-quality photovoltaic modules. Achievement of the objectives as well as realization of the transformation involves risks. Even though Cencorp's strategy and objectives are based on market knowledge and technical surveys, the risks are significant and it is not certain if the company reaches all or part of the targets set for it. Cencorp's future outlook will be highly dependent on the company's ability to reach the targeted market position in the global photovoltaic module market as well as on the company's long-term financing.

 

The execution of the non-binding Memorandum of Understanding signed with a major Chinese photovoltaic module manufacturer involves risks. The final terms of an agreement are still under negotiations, thus execution of the agreement is not yet guaranteed. Additionally, the agreement is subject to Cencorp's short-term and long-term financing which is still under negotiation. Thus, Cencorp is not yet able to estimate the agreement's possible execution, effective date neither the agreement's impact in Cencorp nor the final risks relating to it. However, in regard to the Memorandum of Understanding on delivering CBS to the Chinese photovoltaic module manufacturer, the estimated minimum value of EUR 20 million for three years’ period from the start of mass production will probably stay non-binding even though the actual Memorandum of Understanding turns into a binding supply contract. In this business customers do not give binding order estimations.

 

The long-term objectives set for the Managing Director involves also risks and the long-term objective should not be considered as the company’s financial guidance. Even though the objectives are based on market knowledge and technical surveys, the risks are significant and it is not certain if the Managing Director reaches all or part of the targets set for him.

 

Other risks connected to Cencorp have been presented in more detail in the Annual Report for 2012.

 

 

In Mikkeli, 21.8.2013

 

Cencorp Corporation

 

BOARD OF DIRECTORS

 

For more information please contact:

Cencorp: Iikka Savisalo, President and CEO, tel. +358 40 521 6082, iikka.savisalo@savcor.com

 

 

Distribution:

NASDAQ OMX, Helsinki

Main media

www.cencorp.com

 

 

 

Consolidated statement of comprehensive income  
(unaudited)            
             
             
1 000 EUR   4-6/2013 4-6/2012 1-6/2013 1-6/2012 1-12/2012
Continuing operations          
Net sales   3 385 4 698 5 877 9 084 15 441
Cost of sales -3 151 -4 517 -5 478 -8 403 -14 731
Gross profit 234 181 398 681 710
             
Other operating income 189 82 891 1 309 1 791
Product development expenses -467 -329 -942 -682 -1 458
Sales and marketing expenses -368 -553 -782 -965 -2 072
Administrative expenses -542 -867 -1 082 -1 394 -2 669
Other operating expenses -133 -30 -255 -49 -235
             
Operating profit -1 088 -1 516 -1 772 -1 099 -3 932
             
Financial income 19 762 386 945 380
Financial expenses -578 -506 -932 -1 142 -1 224
             
Profit before taxes from continuing operations -1 648 -1 260 -2 318 -1 296 -4 776
             
Income taxes -1 2 1 26 26
             
Profit/loss for the period from continuing operations -1 649 -1 258 -2 317 -1 270 -4 750
             
Discontinued operations          
Profit/loss after tax for the period from discontinued operations 0 -7 858 -9 -8 822 -8 606
             
Profit/loss for the period -1 649 -9 116 -2 326 -10 092 -13 356
             
Profit/loss attributable to:          
Shareholders of the parent company -1 649 -9 116 -2 326 -10 092 -13 356
             
Earnings/share (diluted), eur -0,005 -0,027 -0,007 -0,029 -0,04
Earnings/share (basic), eur -0,005 -0,027 -0,007 -0,029 -0,04
             
Continuing operations:          
Earnings/share (diluted), eur -0,005 -0,004 -0,007 -0,004 -0,01
Earnings/share (basic), eur -0,005 -0,004 -0,007 -0,004 -0,01
             
Profit/loss for the period -1 649 -9 116 -2 326 -10 092 -13 356
             
Other comprehensive income          
Translation difference 48 325 72 65 93
Net other comprehensive income to be reclassified to         
profit or loss in subsequent periods 48 325 72 65 93
             
Total comprehensive income for the period -1 600 -8 791 -2 254 -10 028 -13 263
             
Total comprehensive income attributable to:          
Shareholders of the parent company -1 600 -8 791 -2 254 -10 028 -13 263

 

 

Consolidated statement of financial position  
(unaudited)        
         
         
1 000 EUR   30.6.2013 30.6.2012 31.12.2012
         
ASSETS        
         
Non-current assets      
Property, plant and equipment 6 511 7 469 6 688
Consolidated goodwill 2 967 2 967 2 967
Other intangible assets 4 615 2 915 2 979
Available-for-sale investment 10 10 10
Deferred tax assets 8 10 9
Total non-current assets 14 110 13 370 12 652
         
Current assets        
Inventories   2 638 3 358 2 693
Trade and other non-interest-bearing receivables 3 072 4 343 2 695
Cash and cash equivalents 205 412 583
Total current assets 5 916 8 113 5 971
         
Assets classified as held for sale 36 1 851 79
         
Total assets   20 063 23 334 18 702
         
         
EQUITY AND LIABILITIES      
         
Equity attributable to shareholders of the parent company    
         
Share capital   3 425 3 425 3 425
Other reserves   44 123 43 344 43 691
Translation difference 749 649 677
Retained earnings   -44 937 -39 827 -43 091
Total equity   3 360 7 591 4 703
         
Non-current liabilities      
Non-current loans   4 243 0 2 095
Deferred tax liabilities 22 24 26
Total non-current liabilities 4 265 24 2 121
         
Current liabilities        
Current interest-bearing liabilities 4 986 4 827 4 731
Trande and other payables 7 220 8 028 6 850
Current provisions   231 287 257
Total current liabilities 12 437 13 142 11 839
         
Liabilities directly associated with assets classified as held for sale 1 2 578 40
         
Total liabilities   16 703 15 744 14 000
         
Equity and liabilities total 20 063 23 334 18 702
         

 

 

Consolidated statement of cash flows    
(unaudited)        
           
           
1 000 EUR   1-6/2013 1-6/2012 1-12/2012
           
Cash flow from operating activities        
Income statement profit/loss from continuing operations before taxes   -2 318 -1 296 -4 776
Income statement profit/loss from discontinued operations before taxes   -9 -8 822 -8 606
Income statement profit/loss before taxes   -2 327 -10 118 -13 382
Non-monetary items adjusted on income statement        
  Depreciation and impairment  + 990 7 459 8 682
  Gains/losses on disposals of non-current assets  +/- -28 -1 154 -655
  Unrealized exchange rate gains (-) and losses (+)  +/- -152 -187 108
  Other non-cash transactions  +/- 16 0 -1 181
  Financial income and expense  + 698 441 845
Total cash flow before change in working capital   -803 -3 558 -5 583
           
Change in working capital        
  Increase (-) / decrease (+) in inventories   229 249 827
  Increase (-) / decrease (+) in trade and other receivables   -340 2 310 4 863
  Increase (+) / decrease (-) in trade and other payables   -433 2 216 -210
  Change in provisions   -26 178 48
Change in working capital   -570 4 953 5 529
           
Adjustment of financial items and taxes to cash-based accounting      
  Interest paid  - -196 -133 -257
  Interest received  + 0 5 4
  Other financial items  - -93 -141 -258
  Taxes paid  - -3 15 18
Financial items and taxes   -292 -254 -492
NET CASH FLOW FROM BUSINESS OPERATIONS   -1 665 1 140 -547
           
           
CASH FLOW FROM INVESTING ACTIVITIES        
Investments in tangible and intangible assets  - -1 558 -910 -1 757
Proceeds on disposal of tangible and intangible assets  + 69 3 640 4 465
Repayment of loan receivables  + 0 0 0
NET CASH FLOW FROM INVESTMENTS   -1 455 2 730 2 708
           
           
CASH FLOW FROM FINANCING ACTIVITIES        
Proceeds from  non-current borrowings  + 2 017 0 1 559
Stock options of the convertible bond  + 432 0 347
Proceeds from current borrowings  + 2 148 3 005 5 404
Repayment of current borrowings  - -1 893 -6 636 -9 174
Dividends paid  - 0 0 0
NET CASH FLOW FROM FINANCING ACTIVITIES   2 699 -3 631 -1 865
           
           
INCREASE (+) OR DECREASE (-) IN CASH FLOW   -421 239 296
           

 

 

Consolidated statement of changes in equity    
(unaudited)            
             
             
1 000 EUR Share capital Other reserves Translation difference Distributable non-restricted equity fund Retained earnings Total
31.12.2012 3 425 4 908 677 38 783 -43 091 4 703
Stock options of the convertible bond 0     432   432
Translation difference, comprehensive income - - 72 - - 72
Profit/loss for the period - - - - -2 326 -2 326
30.6.2013 3 425 4 908 749 39 215 -44 937 3 360
             
             
             
             
             
1 000 EUR Share capital Other reserves Translation difference Distributable non-restricted equity fund Retained earnings Total
31.12.2011 3 425 4 908 584 38 436 -29 735 17 618
Translation difference, comprehensive income - - 65 - - 65
Profit/loss for the period - - - - -10 092 -10 092
30.6.2012 3 425 4 908 649 38 436 -39 828 7 591
             
             

 

Segment information      
(unaudited)        
           
14 May 2013 Cencorp announced that the company changes its reporting system to comply with the company's Cleantech strategy and as from 1 January 2013 Cencorp reports of three business segments. The segments are Laser and Automation Applications, Life Cycle Management and Clean Energy Solutions (including also the former Special Components segment).  The comparison figures for the corresponding period in 2012 concern only the net sales. Other figures that would be compareble and reliable enough are not available. Cencorp's new segment information is based on the management's internal reporting and on the organisation structure.
           
The segment information include only continuing operations. Information regarding discontinued operations is given in attachment "Discontinued operations".
1 000 EUR   1-6/2013 1-6/2012 1-12/2012
Net sales        
  Laser and Automation Applications 2 550 3 771 5 909
  Life Cycle Management of Laser and Automation Applications 1 621 1 983 3 708
  Clean Energy Solutions   1 821 3 335 5 865
  Eliminations   -115 -5 -41
  Total   5 877 9 084 15 441
Operating profit        
  Laser and Automation Applications -884 - -
  Life Cycle Management of Laser and Automation Applications 83 - -
  Clean Energy Solutions   -972 - -
  Eliminations   1 - -
  Total   -1 772 - -
EBITDA        
  Laser and Automation Applications -605 - -
  Life Cycle Management of Laser and Automation Applications 166 - -
  Clean Energy Solutions   -343 - -
  Eliminations   1 - -
  Total   -782 - -
Depreciation        
  Laser and Automation Applications 265 - -
  Life Cycle Management of Laser and Automation Applications 70 - -
  Clean Energy Solutions   629 - -
  Total   964 - -
Impairment        
  Laser and Automation Applications 14 - -
  Life Cycle Management of Laser and Automation Applications 12 - -
  Clean Energy Solutions   0 - -
  Total   26 - -
           
           

 

Segment information        
(unaudited)        
           
When the comparison figures that would be comparable and reliable enough are not available for the corresponding period in 2012, Cencorp reports the segment information also according the old reporting system with two segments. The segment information include only continuing operations.
           
The Group had two reporting segments till 31 December 2012: Laser and Automation Applications, and Special Components. The Laser and Automation Applications segment comprised Cencorp’s former business and the Special Components segment the business acquired through the Face transaction in 2010.
1 000 EUR   1-6/2013 1-6/2012 1-12/2012
Net sales        
  Laser and Automation Applications   4 082 5 756 9 624
  Special Components   1 795 3 334 5 858
  Eliminations   0 -5 -41
  Total   5 877 9 084 15 441
Operating profit        
  Laser and Automation Applications   -898 -1 467 -3 221
  Special Components   -880 370 -712
  Eliminations   6 -2 1
  Total   -1 772 -1 099 -3 932
EBITDA        
  Laser and Automation Applications   -524 -1 125 -2 401
  Special Components   -264 1 138 812
  Eliminations   6 -2 1
  Total   -782 10 -1 588
Profit/loss for the period        
  Laser and Automation Applications   -1 447 -1 580 -3 644
  Special Components   -846 295 -1 120
  Eliminations   -25 15 14
  Total   -2 317 -1 270 -4 750
Assets        
  Laser and Automation Applications   16 203 29 671 27 995
  Special Components   10 409 11 956 10 964
  Assets classified as held for sale   36 1 851 79
  Eliminations   -6 585 -20 144 -20 336
  Total   20 063 23 334 18 702
Liabilities        
  Laser and Automation Applications   14 500 11 356 11 873
  Special Components   8 740 7 516 8 003
  Liabilities directly associated with assets held for sale 1 2 578 40
  Eliminations   -6 539 -5 706 -5 917
  Total   16 703 15 744 14 000
Gross investments        
  Laser and Automation Applications   1 707 247 849
  Special Components   710 602 989
  Assets classified as held for sale   0 4 4
  Total   2 417 853 1 842
Depreciation        
  Laser and Automation Applications   348 342 675
  Special Components   616 767 1 434
  Total   964 1 109 2 109
Impairment        
  Laser and Automation Applications   26 0 145
  Special Components   0 0 90
  Total   26 0 235
           

 

 

Discontinued operations      
(unaudited)      
         
29 May 2012 Cencorp announced that it exits from its unprofitable decoration business and closes down its plant in Guangzhou, China, producing decoration applications. In consequence of the closing down of the Guangzhou plant and the exit from decoration business Cencorp reports the financial figures relating to the Guangzhou plant’s decoration business as discontinued operations from now on.
         
The assets of Savcor Face (Guangzhou) Technologies Co., Ltd, reported as discontinued operation, were written- off at fair value in the second quarter of 2012 and sold in the fourth quarter of 2012. 
         
The results and major classes of assets and liabilities of Savcor Face (Guangzhou) Technolgies Co., are as follows:
         
1 000 EUR 1-6/2013 1-6/2012 1-12/2012
         
Revenue 0 1 935 1 878
Expenses -9 -5 352 -5 620
Other opeating income 0 0 1 031
Loss recognised on the remeasurement to fair value 0 -5 412 -5 833
Operating profit -9 -8 829 -8 544
Finance costs 0 7 -62
Profit/loss before tax from discontinued operation -9 -8 822 -8 606
Income tax 0 0 0
Profit/loss after tax from discontinued operation -9 -8 822 -8 606
         
Assets      
Property, plant and equipment 0 839 0
Other intangible assets 0 0 0
Inventories 0 199 0
Trade and other non-interest-bearing receivables 36 786 39
Cash and cash equivalents 0 27 40
Assets classified as held for sale 36 1 851 79
         
Liabilities      
Trande and other payables 1 2 478 40
Provisions 0 100 0
Liabilities directly associated with assets classified as held for sale 1 2 578 40
Net assets directly associated with disposal group 36 -727 39
         
         
         
Savcor Face (Guangzhou) Technolgies Co., Ltd:n net cash flow:      
         
1 000 EUR 1-6/2013 1-6/2012 1-12/2012
         
Operating 40 3 17
Investing 0 -20 -20
Financing 0 0 0
Net cash flow 40 -17 -3
         
Earnings/share (basic), from discontinued operations -0,00003 -0,03 -0,03
Earnings/share (diluted) from discontinued operations -0,00003 -0,03 -0,03

 

 

Key figures          
(unaudited)          
           
           
1 000 EUR 4-6/2013 4-6/2012 1-6/2013 1-6/2012 1-12/2012
           
Net sales 3 385 4 698 5 877 9 084 15 441
Operating profit -1 088 -1 516 -1 772 -1 099 -3 932
% of net sales -32,1 -32,3 -30,1 -12,1 -25,5
EBITDA -594 -992 -782 10 -1 588
% of net sales -17,5 -21,1 -13,3 0,1 -10,3
Profit before taxes -1 648 -1 260 -2 318 -1 296 -4 776
% of net sales -48,7 -26,8 -39,4 -14,3 -30,9
           
Balance Sheet value 20 063 23 334 20 063 23 334 18 702
Equity ratio, %  16,8 33,2 16,8 33,2 25,2
Net gearing, % 268,6 58,2 268,6 58,2 132,7
Gross investments 646 407 2 417 853 1 842
% of net sales 19,1 8,7 41,1 9,4 11,9
Research and development costs 467 329 942 682 1 458
% of net sales 13,8 7,0 16,0 7,5 9,4
           
Order book 2 377 3 257 2 377 3 257 1 438
           
Personnel on average 152 276 159 305 241
Personnel at the end of the period 152 193 152 193 168
           
Non-interest-bearing liabilities 7 220 8 028 7 220 8 028 6 850
Interest-bearing liabilities 9 229 4 827 9 229 4 827 6 825
           
Share key indicators          
Earnings/share (basic) -0,005 -0,027 -0,007 -0,029 -0,04
Earnings/share (diluted) -0,005 -0,027 -0,007 -0,029 -0,04
Earnings/share (basic), from continuing operations -0,005 -0,004 -0,007 -0,0037 -0,01
Earnings/share (diluted) from continuing operations -0,005 -0,004 -0,007 -0,0037 -0,01
Equity/share 0,01 0,02 0,01 0,02 0,01
P/E ratio -18,68 -1,88 -13,24 -1,70 -1,54
Highest price 0,09 0,08 0,10 0,12 0,12
Lowest price 0,07 0,05 0,06 0,05 0,05
Average price 0,08 0,06 0,08 0,09 0,08
Closing price 0,09 0,05 0,09 0,05 0,06
Market capitalisation, at the end of the period, MEUR 30,8 17,1 30,8 17,1 20,5
           
           
Calculation of Key Figures          
           
           
EBITDA, %: Operating profit + depreciation + impairment  
  Net sales        
           
Equity ratio, %: Total equity x 100      
  Total assets - advances received    
           
Net gearing, %: Interest-bearing liabilities - cash and cash equivalents  
  and marketable securities x 100    
  Shareholders' equity + minority interest   
           
Earnings/share (EPS): Profit/loss for the period to the owner of the parent company
  Average number of shares adjusted for share issue 
  at the end of the financial year    
           
Equity/share: Equity attributable to shareholders of the parent company
  Undiluted number of shares on the balance sheet date
           
           
P/E ratio: Price on the balance sheet date    
  Earnings per share      
           
           

 

 

Related party transactions        
(unaudited)            
               
               
Cencorp Corporation is part of Savcor Group Oy. The Group has purchased goods and services from companies in which the majority holding and/or power of decision granting control of the company is held by members of the Group's related parties. Sales of goods and services carried out with related parties are based on market prices.
               
The Group entered into the following transactions with related parties:    
               
1 000 EUR         1-6/2013 1-6/2012 1-12/2012
               
Sales of goods and services          
Savcor companies       80 69 120
               
Purchases of goods and services          
Savcor companies       259 218 548
               
Interest income            
Savcor companies       0 0 1
               
Interest expenses and other financial expenses        
Savcor companies       166 198 348
SCI Invest Oy       30 0 10
               
Discontinued operations          
Sales of goods and services          
Savcor companies       0 22 143
               
Purchases of goods and services          
Savcor companies       0 10 20
               
               
Other non-current liabilities to related parties   519 0 519
Convertible subordinated loan from related parties   2 499 1 230 2 400
Interest payable to related parties     634 326 480
Other current liabilities to related parties   1 000 1 000 1 000
Trade payables and other non-interest-bearing liabilities to related parties 483 1 184 549
               
Trade receivables from related parties   94 65 87
               
SCI Invest Oy is a company under control of Iikka Savisalo, Cencorp's CEO.  
               
               
1 000 EUR         1-6/2013 1-6/2012 1-12/2012
               
Salaries and remuneration        
Salaries of the Management and the Board   357 425 807
               

 

Fair values    
(unaudited)    
     
  Carrying amount Fair value
1 000 EUR 30.6.2013 30.6.2013
     
Financial assets    
Available-for-sale investments 10 10
Trade and other receivables 3 072 3 072
Cash and cash equivalents 205 205
     
The fair value of trade and other receivables is expected to correspond to the carrying amount due to their short maturity.
     
     
     
Financial liabilities    
R&D loan, non-current 739 739
Other liabilities, non-current 549 549
Loans from financial institutions, current 2 610 2 610
Other liabilities, current 1 146 1 146
Trade payables and other non-interest-bearing liabilities 6 863 6 863
     
The fair value of non-current liabilities is expected to correspond to the carrying amount as the loans were withdrawn in late 2012 and in 2013 and recognized to their fair value when recorded.
     
     

 

Change in intangible and tangible assets    
(unaudited)      
       
       
1 000 EUR 30.6.2013 30.6.2012 31.12.2012
       
Includes tangible assets, consolidated goodwill and other intangible assets      
       
Carrying amount, beginning of period 12 634 22 609 22 609
  Depreciation and impairment -964 -1 109 -2 109
  Additions 2 463 849 1 838
  Disposals -224 -2 546 -2 989
  Discontinued operations 0 -6 654 -6 654
  Exchange rate difference 185 201 -61
Carrying amount, end of period 14 093 13 350 12 634
       
       
       

 

Commitments and contingent liabilities    
(unaudited)      
       
       
1 000 EUR 30.6.2013 30.6.2012 31.12.2012
       
Loans from financial institutions 1 651 1 236 1 247
 Promissory notes secured by pledge 12 691 12 691 12 691
 Mortgages on real estate 0 0 0
       
Factoring loan and export credit limit 952 1 165 1 090
 Trade receivables 951 1 165 695
 Promissory notes secured by pledge 12 691 12 691 12 691
       
Operating leases      
 Payable within one year  24 54 50
 Payable over one year 5 62 38
       
Commitments      
 Payable within one year  937 908 922
 Payable over one year 814 947 849
       
Commitments discontinued operations      
 Payable within one year  0 538 0
 Payable over one year 0 3 501 0