VAAHTO GROUP INTERIM REPORT for January 1 – June 30, 2015


Helsinki, Finland, 2015-08-28 07:45 CEST (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC OYJ’S INTERIM REPORT, AUGUST 28, 2015 AT 8:45

VAAHTO GROUP INTERIM REPORT for January 1 – June 30, 2015

 

Development of business operations

 

Turnover from Vaahto Group’s continuing operations for the period from January 1 to June 30, 2015 was 10.0M euros (reference period: 8.8M euros) and the operating loss from continuing operations 1.6M euros (0.2M euros).

 

The turnover increased over the reference period by 1.8M euros thanks to increased orders. The net margins were low, however. The operating result fell by 1.4M euros. The modest operating result was due to the market situation, which remained challenging, and the higher-than-expected cost of some delivery projects. The operating result was further undermined by the fact that the Group’s overhead expenses were allocated to notably reduced operations. The overhead expenses are allocated in their entirety to the continuing operations, not to discontinued operations.  On the other hand, the operating result of reference period was positively impacted by the completion of a significant project at a higher-than-expected margin.

 

The order book for the Group’s continuing operations as of June 30, 2015, totaled 10.7M euros (9.7M euros). Compared with the reference period, the orders grew by 1.0M euros.

 

In February, Vaahto Group Plc Oyj announced an arrangement concluded with its key lenders, intended to strengthen the Company’s financial position and secure its continued operation. With this agreement, the Company’s financiers committed to waive loans totaling 3.9M euros; to convert loan receivables in the amount of 1.2M euros into a subordinated loan; and to grant a grace period for their receivables, continuing until June 30, 2016. At the same time, Vaahto Group Plc Oyj carried out a private placement issuing 10,000,000 new shares at the price of 0.25 euros per share.

 

As part of the financial stabilization program, the Group has adopted a cost and operations adjustment plan aimed at reducing annual expenditure by more than 0.8M euros. The adjustment plan is to be implemented in the course of 2015 and is expected to cause a one-time adjustment cost of 0.4M euros. The plan is moving ahead as planned, with the cost savings projected to become evident toward the end of 2015 and have a full impact at the beginning of 2016. The Group’s financial situation continues to be difficult, however, and is further challenged by project deliveries requiring more working capital than anticipated. The company is involved in active negotiations concerning remarkable corporate and financial arrangements. More information in chapter “Developments since the end of the review period”

 

Reporting of business operations

 

In line with the strategy set out by the Vaahto Group Board of Directors, the Group has this year remained focused on the Process Technology business operations.

 

AP-Tela Oy was classified as a discontinued operation in the 2014 financial year. All business operations of the Vaahto Paper Technology segment have thus been either sold or classified as discontinued operations. The Vaahto Group reports its business operations as one segment, consisting of Vaahto Process Technology operations.

 

The negotiations concerning AP-Tela have not yet resulted in a sale, and the Board of Vaahto Group Plc Oyj will reassess the situation later this year.

 

The effect of discontinued operations on profit/loss is shown on its own line, separate from continued operations. No Group administration costs are allocated to the discontinued operations, which means that these costs are fully borne by the continued operations. As the volume of the continued operations has shrunk, the relative burden of these costs on the continued operations has increased.

 

Vaahto Process Technology

 

The operations of Vaahto Process Technology encompass the continuing operations of the Company in their entirety. The turnover for the period from January 1 to June 30, 2015, came to 10.0M euros (8.8M euros), and the operating loss was 1.6M euros (0.2M euros for the reference period).

 

The operations of Vaahto Process Technology are divided into two business units: Japrotek Vessels and Stelzer Mixing Technology.  Japrotek Vessels specializes in delivering complete process equipment for demanding applications along with tank–agitator combinations.  Stelzer Mixing Technology is focused on agitator products for chemical and food-industry applications and seeks growth in new market areas.

 

In early 2015, the order book of Japrotek Vessels, the largest business unit within Vaahto Process Technology, was weaker than anticipated, and employer–employee co-determination negotiations were initiated in preparation for a reduction in workload and possible adjustment measures.  Order intake increased slightly toward the end of the reporting period, but the order book for the current financial year remains more modest than projections. The challenging market situation in the first half of the year, together with the higher-than-expected cost of some delivery projects, place a burden on the liquidity of the unit. The investment outlook in the forest industry is expected to have a positive effect on the market situation.

 

The early months were challenging for Stelzer Mixing Technology, and the workforce was adjusted to the reduced workload. In early 2015, however, the order intake started to grow, and by the end of June, the order book had doubled in size from the beginning of the year. The challenge for the rest of the year is to realize the received orders as planned and maintain the positive order development.

 

 

Financing and liquidity

 

The cash flow from the Group’s business operations was -2.2M euros (0.8M euros), and the cash flow from investments -0.1M euros (-0.2M euros) during the period under review. Interest-bearing liabilities amounted to 8.4M euros (18.4M euros) at the end of the period under review. The Group’s consolidated balance-sheet total was 14.8M euros (13.3M euros).

 

On February 16, 2015, Vaahto Group Plc Oyj signed an agreement with its key financiers, according to which the lenders would waive loans totaling 3.9M euros, convert loan receivables in the amount of 1.2M euros into a subordinated loan and grant a grace period for their receivables until June 30, 2016. At the same time, Vaahto Group Plc Oyj carried out a private placement issuing 10,000,000 new shares at the price of 0.25 euros per share.

 

As part of the financial stabilization program, the Group has adopted a cost and operations adjustment plan aimed at reducing annual expenditure by more than 0.8M euros. The adjustment plan is to be implemented in the course of 2015 and is expected to cause a one-time adjustment cost of 0.4M euros. The expected cost reduction of 0.8M euros would have its full impact in 2016.

 

The Group’s weak result for the early months of the year, together with the challenging markets, greatly strain its liquidity. In the early months of 2015, orders of Japrotek Oy Ab, a Group subsidiary, were carried out with delays, with their production resources being overburdened in the first six months. This development has strained the Group’s working capital and has added to the cost. The Group’s financial situation remains extremely challenging and its working capital requires continuous monitoring. According to the Board’s current estimate, the working capital at its present level will suffice to cover the operations until the last quarter of 2015. The interim report continues to be in breach of an existing covenant, and the Company will seek assurance from its financiers that no consequences of the breach would arise for the Group. The company is involved in active negotiations concerning significant corporate and financial arrangements. The result of these negotiations will have a crucial impact to the financial situation and the future of Vaahto Group Plc Oyj.

 

The Group’s Board of Directors is involved in active negotiations with the main shareholders and lenders of the Group in order to secure its financial position.

 

Human resources

 

As of June 30, 2015, the average number of personnel employed by the Group in continuing operations was 137 (133).

 

The interim CEO of the Company from September 1, 2014, until March 31, 2015, was Mr. Topi Karppanen, M.Sc.; Mr. Kalle Rasinmäki, M.Sc. was nominated to serve as CEO from April 1, 2015.

 

 

Risks and uncertainty factors

 

The Group’s liquidity remains tight and involves significant risks. The working capital is under active monitoring through cash flow projections. According to the Group’s estimate, the current working capital will suffice to cover the operations until the last quarter of 2015. The company is involved in active negotiations concerning significant corporate and financial arrangements. The result of these negotiations will have a crucial impact to the financial situation and the future of Vaahto Group Plc Oyj.

 

Vaahto Group Plc Oyj has a pending dispute regarding the terms and conditions of an employment contract with a former CEO who has been dismissed. A lower court has approved an action brought by the former CEO against the Company. A provision for compensation in the amount specified in the court decision has been included in the 2014 financial statements. The Company has filed a complaint, but its appeal is still under consideration.

 

 

Private placement

 

On February 15, 2015, the Board of Directors of Vaahto Group Plc Oyj decided on a private placement, offering no more than 10,000,000 new shares for subscription. The shares were subscribed as follows: 3,000,000 shares by Mr. Mikko Laakkonen; 3,000,000 shares by HML Finance Oy; 3,000,000 shares by the Nemea Credit Opportunities Fund (a sub-fund of Nemea Alternative Investment Fund (SICAV) Ltd); and 1,000,000 shares by Lombard International SA’s PCP 34443. The issue price of all the shares issued was 0.25 euros per share. The investors subscribed all shares offered to them.

 

The subscription price was determined in the negotiations between the Company and the investors. The price was determined based on the Company’s financial situation and any alternative financing options. The shares were paid for in cash on February 18, 2015.

 

Vaahto Group Plc Oyj issued a prospectus approved by the Finnish Financial Supervisory Authority on August 7, 2015, for the admission of the 10,000,000 new shares issued in the above placement, as well as the 2,000,000 shares issued according to the decision dated March 10, 2014, to trading on the NASDAQ OMX Helsinki Oy stock exchange. The trading began on August 12, 2015.

 

 

Equity capital

 

Group equity according to the 2014 financial statements was 8.6M euros to the negative. The arrangement completed with the financiers over the first quarter of 2015 had a positive effect on the equity. The arrangement included a waiver of loans in the amount of 3.9M euros, conversion of loan receivables of 1.2M euros into a subordinated loan, and new equity in the form of a private placement of 2.5M euros. As of June 30, 2015, the Group equity was negative 4.0M euros. 

 

The parent company’s books include a subordinated loan of 1.175M euros granted by the Company’s financiers pursuant to Chapter 12 of the Companies Act. The loan bears an annual interest of five percent, accruing annually. The loan is due for repayment in its entirety in five years from the disbursement, i.e., in 2020. The loan capital, along with any accrued unpaid interest, may only be repaid according to the provisions of the Companies Act.

 

Japrotek Oy Ab’s first quarter of 2015 brought a loss, which resulted in negative equity for the Company. That loss can be attributed to the higher-than-expected cost of some delivery projects and a weaker-than-anticipated order book for the first quarter. The company took some immediate steps to improve the efficiency of its operations and initiated negotiations according to the Employer–Employee Cooperation Act to adjust its operations in line with weakened demand and market situation. The negotiations resulted in a decision to adjust the number of personnel as dictated by the financial situation and order intake in August 2015 at the earliest.

 

Authorization for a share issue

 

The general meeting of April 14, 2015, voted to authorize the Board of Directors to decide on the issue of new shares and options and other special entitlements to shares pursuant to Chapter 10, Section 1 of the Companies Act, in one or more installments. The maximum number of new shares that may be issued is 10,000,000, including shares issued on the basis of special entitlement. This authorization is valid until May 31, 2016, unless a general meeting amends or revokes the authorization before that date.

 

Projection for the January 1 – December 31, 2015 financial year

 

With the weaker-than-anticipated order book and result in the first half of the year, and the unusual amount of uncertainty connected with the second half-year projection, the Group management expects the result from continuing operations to be below that of the reference period.

 

Developments since the end of the review period

 

As part of the adjustment program and according to the decision of Vaahto Group Plc Oyj’s Board, the operations of the Lahti main office will be transferred to the office of Japrotek Oy Ab in Pietarsaari by August 30, 2015. The cost of this transfer is included in the estimated one-off cost of the adjustment program.

 

The company is involved in active negotiations concerning significant corporate and financial arrangements. The result of these negotiations will have a crucial impact to the financial situation and the future of Vaahto Group Plc Oyj. The negotiations are expected to be closed by September 2, 2015 and the result of the negotiations will be announced without delay.

 

Interim management statement

Vaahto Group Plc Oyj will publish the management’s interim statement for the first nine months of the 2015 financial year on November 6, 2015.

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS       
           
  Interim Report Interim Report Interim Report Interim Report Annual Report
1 000 EUR 1.1.-30.6.2015 1.1.-30.6.2014 1.4.-30.6.2015 1.4.-30.6.2014 1.1.-31.12.2014
  6kk 6kk 3kk 3kk 12 months
CONTINIUING OPERATIONS          
           
NET TURNOVER 9 974 8 783 5 352 4 407 20 262
Change in finished goods and work in progress 369 47 276 63 -523
Other operating income 90 189 0 1 111
Material and services -6 115 -3 213 -3 276 -1 796 -9 621
Employee benefit expenses -4 174 -4 011 -2 127 -2 046 -7 499
Depreciations -114 -128 -56 -41 -259
Other operating expenses -1 633 -1 909 -851 -914 -3 929
           
OPERATING PROFIT OR LOSS -1 603 -242 -683 -326 -1 457
           
Financing income 3 960 3 026 7 341 3 036
Financing expenses -512 -815 -159 -559 -1 152
PROFIT OR LOSS BEFORE TAXES 1 845 1 969 -834 -545 426
           
Tax on income from operations 49 -67 3 -23 77
PROFIT OR LOSS FOR THE FISCAL YEAR FROM THE CONTINUING OPERATIONS 1 893 1 902 -831 -567 349
           
DISCONTINUING OPERATIONS          
Profit of loss for the fiscal year from the discontinuing operations 222 -2 076 101 -2 285 -3 658
           
PROFIT OR LOSS FOR THE FISCAL YEAR 2 116 -174 -730 -2 852 -3 309
           
OTHER COMPREHENSIVE INCOME:          
Translation differences 0 -5 0 0 -5
Other comprehensive income, net of tax 0 -5 0 0 -5
           
TOTAL COMPREHENSIVE INCOME     2 116 -179 -730 -2 852 -3 314
           
Earnings per share calculated on profit attributable to equity holders of the parent:            
EPS undiluted, euros/share, continuing operations 0,17 0,38 -0,08 -0,11 0,06
EPS diluted, euros/share, continuing operations 0,17 0,38 -0,08 -0,11 0,06
EPS undiluted, euros/share, cdisontinuing operations 0,02 -0,42 0,01 -0,46 -0,67
EPS diluted, euros/share, discontinuing operations 0,02 -0,42 0,01 -0,46 -0,67
EPS undiluted, euros/share 0,19 -0,03 -0,07 -0,57 -0,60
EPS diluted, euros/share 0,19 -0,03 -0,07 -0,57 -0,60
           
Average number of shares          
-undiluted 11 060 233 4 977 360 11 060 233 4 977 360 5 484 209
-diluted 11 060 233 4 977 360 11 060 233 4 977 360 5 484 209

 

 

CONSOLIDATED BALANCE SHEET,  IFRS  
     
1 000 EUR 30.6.2014 31.12.2014
     
ASSETS    
     
NON-CURRENT ASSETS    
Intangible assets 16 22
Goodwill 1 583 1 583
Tangible assets 2 590 2 751
Available for sale investments 25 25
NON-CURRENT ASSETS 4 214 4 382
     
CURRENT ASSETS    
Inventories 2 279 1 762
Trade receivables and other receivables 5 890 4 599
Cash and bank 222 544
CURRENT ASSETS 8 390 6 904
     
NON-CURRENT ASSETS HELD FOR SALE 2 184 1 986
     
ASSETS 14 788 13 272
     
SHAREHOLDERS' EQUITY    
     
SHAREHOLDERS' EQUITY    
Share capital 2 872 2 872
Share premium account 6 6
Fair value reserve and other reserves 8 432 6 060
Translation differences 51 51
Retained earnings -15 398 -17 568
SHAREHOLDERS' EQUITY -4 038 -8 579
     
     
NON-CURRENT LIABILITIES    
Subordinated loans 1 175 0
Deferred tax liability 589 582
Long-term liabilities, interest-bearing 133 42
Non-current provisions 425 432
NON-CURRENT LIABILITIES 2 322 1 056
     
CURRENT LIABILITIES    
Short-term liabilities, interest-bearing 7 022 12 558
Trade payables and other liabilities 8 224 6 820
Tax liability, income tax 0 232
Current provisions 800 800
CURRENT LIABILITIES 16 046 20 410
     
LIABILITIES OF DISPOSAL GROUP HELD FOR SALE    
Interest-bearing liabilities held for sale 43 67
Interest-free liabilities held for sale 414 319
LIABILITIES OF DISPOSAL GROUP HELD FOR SALE 457 386
     
EQUITY AND LIABILITIES 14 788 13 272

 

 

KEY FIGURES      
       
The business indicators      
  Interim Report Interim Report Annual Report
  1.1.-30.6.15 1.1.-30.6.14 1.1.-31.12.14
1 000 EUR 6 months 6 months 12 months
       
Turnover, continuing operations 9 974 8 783 20 262
Operating profit/loss, continuing operations -1 603 -242 -1 457
% of turnover -16,1 -2,8 -7,2
Profit/Loss before taxes, continuing operations 1 845 1 969 426
% of turnover 185,0 224,2 21,0
Profit or loss for the period fron the discontinuing operations 222 -2 076 -3 658
Earnings per share calculated on profit attributable to equity holders of the parent 2 116 -174 -3 314
% of turnover 17,3 -1,3 -11,9
Return on equity (ROE), % 2) neg neg neg
Return on investment (ROI), % 2) neg neg neg
Equity ratio, % neg neg neg
Gearing na na na
Gross investments in fixed assets 67 181 268
% of turnover 0,7 2,1 1,3
Order backlog, continuing operations 10 688 9 693 9 305
Total number of personnel (average,contiuing operations) 137 135 140

 

 

 

CONSOLIDATED FLOW OF FUNDS STATEMENT, IFRS  
       
  Interim Report Interim Report Annual Report
1 000 EUR 1.1.-30.6.2015 1.1.-30.6.14 1.1.-31.12.2014
FLOW OF FUNDS FROM OPERATIONS:      
Profit or loss before taxes 2 116 -174 -3 309
Adjustments: 0 0 0
Depreciations 150 290 540
Impairment losses 0 178 3 650
Unrealized foreign exchange gains and losses -12 -35 -76
Other income and expenses, no payment related 598 1 701 -265
Debt relief -3 850 -3 000 -3 000
Financing income and expenses -512 900 1 117
Sales profit/loss 12 0 0
Taxes -44 46 4
Flow of funds from operations before the change in working capital -1 543 -94 -1 339
Change in working capital: 0 0 0
Change in short-term receivables 105 1 991 4 813
Change in inventories -737 106 1 141
Change in short-term non-interest-bearing creditors 329 -491 -2 050
Flow of funds from operations before financial items and taxes -1 846 1 511 2 565
Interests and other financial expenses from operations paid -393 -632 -1 046
Dividends received 1 2 2
Interests and other financial income received 1 2 3
Income taxes paid 0 -42 -48
FLOW OF FUNDS FROM OPERATIONS -2 238 840 1 475
       
FLOW OF FUNDS FROM INVESTMENTS:      
Investments in tangible and intangible assets -67 -181 -268
Income from sales of tangible and intangible assets 0 0 922
FLOW OF FUNDS FROM INVESTMENTS -67 -181 654
       
FLOW OF FUNDS FROM FINANCIAL ITEMS:      
Share issue 2 500 1 040 1 040
Withdrawals of short-term loans 301 221 906
Repayments of short-term loans -819 -1 953 -3 661
Withdrawals of long-term loans 0 0 0
Repayments of long-term loans 0 0 0
FLOW OF FUNDS FROM FINANCIAL ITEMS 1 982 -692 -1 715
       
Change of liquid funds -322 -33 414
Liquid assets at the beginning of the fiscal year 544 129 129
Liquid assets at the end of the fiscal year 222 96 544
Change in liquid assets according to the balance sheet -322 -33 414

 

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY, IFRS  
               
1 000 EUR Share capital Share premium account Unrestricted equity reserve Reserve fund Translation differences Retained earnings Total
Change in shareholders' equity 1.1.-30.6.2015              
Shareholders' equity at the beginning of the fiscal period 2 872 6 4 065 1 995 51 -17 568 -8 579
Comprehensive income:              
Profit or loss for the period           2 085 2 085
Translation differences         0 0 0
Total comprehensive income         0 2 085 2 085
Transactions with owners:             0
Share issue     2 500       2 500
Transaction costs for equity     -44       -44
Deferred taxes due to period changes     0       0
Effect of change in tax rate     0       0
Transactions with owners total 0 0 2 456 0 0 0 2 456
Shareholders' equity at the end of the fiscal period 2 872 6 6 521 1 995 51 -15 483 -4 038
               
Change in shareholders' equity 1.1.-30.6.2014 Share capital Share premium account Unrestricted equity reserve Reserve fund Translation differences Retained earnings Total
Shareholders' equity at the beginning of the fiscal period 2 872 6 3 068 1 995 48 -14 251 -6 262
Comprehensive income:              
Profit or loss for the period           -174 -174
Translation differences         3 -8 -5
Total comprehensive income         3 -182 -179
Transactions with owners:             0
Share issue     1 040       1 040
Transaction costs for equity     -32       -32
Deferred taxes due to period changes     6       6
Effect of change in tax rate     -17       -17
Transactions with owners total     997       997
Shareholders' equity at the end of the fiscal period 2 872 6 4 065 1 995 51 -14 433 -5 444

 

 

DISCONTINUED OPERATIONS      
       
  Interim Report Interim Report Annual Report
1 000 EUR 1.1.-30.6.2015 1.1.-30.6.2014 1.1.-31.12.2014
  6kk 6kk 12kk
Profit or loss of the discontinued operations      
       
Turnover 2 240 4 529 7 628
Other income 0 119 363
Expenses -2 008 -4 991 -7 860
Amortizations, Sales gains and losses 0 -1 593 -3 581
Depreciations -36 -162 -281
Other items 30 0 0
Profit or loss before taxes 227 -2 097 -3 731
Taxes -5 21 74
Profit or loss from the discontinued operations 222 -2 076 -3 658
       
Flow of funds from the discontinued operations      
Flow of funds from operations 94 -2 256 -209
Flow of funds from investments 0 0 766
Flow of funds from financial items -24 -23 -47
Flow of funds total 70 -2 279 511
       
Non-current assets held for sale of discontinued operations 30.6.2015 30.6.2014 31.12.2014
       
Intangible assets 8 12 8
Tangible assets 1 529 5 140 1 527
Inventories 540 789 428
Receivables 108 2 350 24
Assets total 2 184 8 291 1 986
       
       
Liabilities of disposal group held for sale of discontinued operations 30.6.2015 30.6.2014 31.12.2014
       
Non-current liabilities held for sale, interest-bearing 0 43 0
Current liabilities held for sale, interest-bearing 43 47 67
Current liabilities held for sale, interest-free 414 4 788 319
Liabilities total 457 4 878 386

 

 

Securities and responsibilities      
       
EUR      
  30.6.2015 30.6.2014  
Granted securities      
       
Debt secured by real estate and corporate mortgages  
Loans from financial institutions and pension loans 3 531 6 051  
Other loans 2 000 2 000  
Credit limits in use 812 3 698  
Total 6 343 11 749  
       
Loans from financial institutions are secured by real estate and corporate mortgages and share pledges. Other loans are secured by share pledges and bank deposits. Share pledges are the share capitals of Vaahto Group Plc Oyj's subsidiaries.  
       
Mortgages granted to secure loans and bank guarantees      
Real estate mortgages 2 543 2 543  
Corporate mortgages 3 582 13 163  
Total 6 125 15 706  
       
Other granted securities for own behalf      
Deposits 0 1 483  
Total 0 1 483  
       
Other granted securities      
       
Vaahto Group Plc Oyj has granted as securities the share capitals of  its subsidiaries Japrotek Oy Ab, AP-Tela Oy and Stelzer Rührtechnik International GmbH.  
       
Contingent liabilities and other liabilities      
       
Bank guarantees      
Bank guarantee limits total 4 874 4 990  
Bank guarantee limits, used 3 608 4 652  
       
Operating lease agreements      
Within a year 127 185  
More than one year but no more than 5 years 68 234  
Total 195 418  
       

 

Figures are in thousand euros unless otherwise indicated. The figures have not been audited.

 

Notes required by IAS34

Accounting principles

The interim report was drawn up according to the same accounting principles and calculation methods as the previous financial statement, for the fiscal period that ended on December 31, 2014

 

Dividens paid

During the period under review, Vaahto Group Plc Oyj paid no dividends.

 

Lahti, August 28, 2015

VAAHTO GROUP PLC OYJ

Board of Directors

 

         Additional information:
         Mr. Sami Alatalo, Chairman of the Board, +358 40 826 2066