Panostaja Oyj Stock Exchange Bulletin, December 15, 2011, 10:00 am
PANOSTAJA GROUP REPORT FINANCIAL STATEMENT BULLETIN November 1, 2010–October 31, 2011
Net sales for the financial period were MEUR 163.2, up by 18% and operating profit was MEUR 5.9, growth 103%.
The Board of Directors proposes to the Annual General Meeting a capital repayment of EUR 0.05 from the invested unrestricted equity fund.
FOURTH QUARTER, AUGUST–OCTOBER 2011
Net sales MEUR 45.1 (MEUR 40.3), growth 12%
Operating profit MEUR 1.5 (operating profit MEUR 2.1)
Operating profit before taxes MEUR 0.8 (MEUR 1.4)
Earnings per share (undiluted) 0.8 cents (-2.2 cents)
Cash flow from business operations was MEUR 1.0 (MEUR 0.6).
The MEUR 4.8 growth in net sales resulted from the corporate acquisitions realized during the previous financial period, from the operative development of the digital printing services, and from the recovery of the engineering industry. The impact of the corporate acquisitions on net sales for the last quarter stood at MEUR 1.7.
The MEUR 0.6 drop in fourth-quarter operating profit was considerably affected by the MEUR 1.1 reduction in the amount of earnings from other business, as they included one-time earnings related to corporate restructuring in the reference year. Fourth quarter earnings were also burdened by write-downs of MEUR 0.5 from stocks in Lämpö-Tukku Oy and Suomen Helakeskus Oy.
NOVEMBER 2010–OCTOBER 2011
Net sales MEUR 163.2 (MEUR 137.9), growth 18%
Operating profit MEUR 5.9 (MEUR 2.9), growth 103%
Operating profit before taxes MEUR 3.1 (MEUR 0.8)
Earnings per share (undiluted) 1.9 cents (-6.0 cents)
Equity per share EUR 0.65 (EUR 0.59)
Equity ratio 33.4% (31.3 %)
Cash flow from business operations MEUR 4.4 (MEUR 1.3).
It is expected that the Group’s net sales will increase further and its operating profit will improve in 2012.
The Board of Directors proposes that no dividends be paid for the financial year. The Board also proposes to the Annual General Meeting that EUR 0.05 per share be paid as capital repayment from the invested unrestricted equity fund. The capital repayment will be made to those shareholders who on the record date of the repayment, February 3, 2012, are recorded in the company’s shareholder list maintained by Euroclear Finland Oy. The Board of Directors proposes that the capital repayment be made on February 10, 2012.
On September 19, 2011, Panostaja announced the sale of its Lämpö-Tukku Oy business to Cordes & Graefe KG’s new Finnish subsidiary. The intention was to complete the transaction on October 3, 2011. However, on October 3, 2011, Panostaja reported that the sale was cancelled due to errors detected in the inventory of the stock completed prior to the realization of the sale. The total value of the errors was approx. MEUR 2.
A write-down of MEUR 2.2 related to the stocks in Lämpö-Tukku Oy was made in the financial statement, MEUR 1.9 of which was allocated to previous financial periods and MEUR 0,2 to the period ending on October 31, 2011. Of the allocation made to previous periods, MEUR 1.4 was entered in retained earnings and MEUR 0.5 in deferred tax assets. In a release on November 9, 2011, Panostaja reported that it was continuing the investigation of the reasons resulting in the inventory difference and would provide information about them in more detail if necessary.
In the preliminary ruling on the capital repayment in respect of Takoma Oyj shares in spring 2008, the Tax Office for Major Corporations decided on the basis of an overall assessment that Panostaja was a capital investor within the meaning of Section 6, Subsection 1, Item 1 of the Finnish Business Tax Act. For capital investors, capital gains from fixed asset shares are considered taxable income.
Due to the said preliminary ruling, the Tax Office for Major Corporations, in its taxation by direct assessment in 2007, regarded Panostaja Oyj as a capital investor in the aforementioned sense and taxed the company’s certain capital gains from fixed asset shares. Panostaja Oyj submitted a claim for adjustment over the 2007 taxation to the Board of Adjustment claiming that the capital gain from fixed asset shares should be exempt from tax. The Board of Adjustment denied Panostaja Oyj’s claim in August 2009. Panostaja Oyj appealed the decision to the Administrative Court of Helsinki.
In June, Panostaja Oyj was informed that the Administrative Court of Helsinki had rejected the appeal. The Administrative Court considers Panostaja Oyj as a capital investor within the meaning of the Finnish Business Tax Act. Panostaja Oyj has applied to the Supreme Administrative Court for the right to appeal the decision.
| Key figures | 31/10/2011 | 31/10/2010 | |||||
| Net sales, MEUR | 163.2 | 137.9 | |||||
| Operating profit, MEUR | 5.9 | 2.9 | |||||
| Profit before taxes, MEUR | 3.1 | 0.8 | |||||
| Earnings per share, undiluted, EUR | 0.02 | -0.06 | |||||
| Equity per share, EUR | 0.65 | 0.59 | |||||
| Rahoitusasema ja kassavirta | 31/10/2011 | 31/10/2010 | ||||||
| Net liabilities, MEUR € | 47.2 | 51.8 | ||||||
| Gearing, % | 99.6 | 127.3 | ||||||
| Equity ratio, % | 33.4 | 31.3 | ||||||
| Cash flow from business operations, MEUR | 4.4 | 1.3 | ||||||
In the income statement, the profit from discontinued operations and the profit from continuing operations have been separated in accordance with the IFRS standard. Unless otherwise specified, the figures listed in this financial statement bulletin for the 2011 financial period and the reference year 2010 concern the Group’s continuing operations. Therefore, they do not include the Environmental Technology sector, which was sold in April 2011.
MARKET SITUATION
On the whole, Panostaja Group’s business operations continued their positive trend through the fourth quarter, even though there was considerable variation in the development of different segments. The Group’s management will focus on improving the profitability of these few weak segments. The overall economic situation has become more uncertain due to the crisis in the eurozone, but Panostaja has remained confident that positive development will continue during the next financial year. The uncertain situation in the financial markets and the restraints on credit that may result from it might, in the long term, negatively affect the predicted development. The corporate acquisition market has remained brisk and the number of potential targets has increased, although the situation is currently wait-and-see on account of the general uncertainty and scarcity of finance.
FINANCIAL DEVELOPMENT
PANOSTAJA GROUP
AUGUST–OCTOBER 2011
Panostaja Group’s net sales in the fourth quarter were MEUR 45.1 (MEUR 40.3). The growth in net sales over the fourth quarter resulted from the corporate acquisitions realized during the previous financial period, from the operational development of the digital printing services, and from the recovery of the engineering industry. The impact of the corporate acquisitions on the increase in net sales of MEUR 4.8 stood at MEUR 1.7. During the quarter, net sales particularly increased in the Digital Printing Services and Heat Treatment segments especially.
Of the Group’s twelve segments engaged in business, nine exceeded the net sales for the fourth quarter the previous year. Correspondingly, three fell short of the previous year’s levels. Operating profit increased in seven segments. Operating profit improved particularly in the following segments: Value-added Logistics, Heat Treatment and Carpentry Industry.
In the reference year, other fourth-quarter operating income amounted to MEUR 1.5, whilst in the period just ended it was MEUR 0.4. In the fourth quarter of the reference year, the Group recorded one-time items related to corporate restructuring, which considerably increased other earnings from business operations.
In the fourth quarter, the Group’s operating profit was MEUR 1.5 (MEUR 2.1) and profit before taxes was MEUR 0.8 (MEUR 1.4). The operating profit margin was 3.2% (5.2%). The drop in operating profit of MEUR 0.6 was caused by write-downs of MEUR 0.2 allocated to the stocks in Lämpö-Tukku Oy and MEUR 0.3 for the stocks in Suomen Helakeskus Oy, as well as a change in other earnings from business operations.
NOVEMBER 2010–OCTOBER 2011
Panostaja Group’s net sales were MEUR 163.2 (MEUR 137.9) at the end of the period under review. Export amounted to MEUR 13.8, i.e. 8.4% (9.6%) of net sales. Corporate acquisitions realized during the previous quarter affected the MEUR 25.3 increase in net sales by MEUR 15.2.
Of the Group’s twelve segments engaged in business, ten exceeded the net sales for the previous financial period. Two segments fell short of the levels of the previous financial period. Correspondingly, nine segments showed an increase and three a decrease in cumulative operating profit from the previous period.
The Group’s operating profit for the full review period was MEUR 5.9 (MEUR 2.9). The MEUR 3.0 increase in operating profit was primarily the result of growth in net sales and of corporate acquisitions realized over the previous financial period. The effect of the corporate acquisitions on the growth in operating profit, with the expenses of acquisitions included, was MEUR 1.1. The operating profit margin was 3.6% (2.1%).
The loss from discontinued operations was MEUR -0.4. Ecosir Group Oy separated from the Group in April 2011. For the reference year, the net sales of the entire previous financial period on discontinued operations stood at MEUR 2.6, while the operating loss was MEUR -4.5, and the loss for the financial period totaled MEUR -4.3. The Group’s income statement does not include a figure indicating the profit/loss from discontinued operations for the reference year 2010. Instead, the loss (MEUR -4.3) is separately listed in the Group’s income statement in the row ‘Earnings from Discontinued Operations’. The loss from discontinued operations for the fourth quarter of 2010 was MEUR -2.1. In the fourth quarter of the reference year, a goodwill write-down of MEUR -1.5 was entered in the Environmental Technology segment as a result of an amortization test.
Before separating the discontinued operations from continuing operations in the income statement, the Group’s net sales for the full financial period were MEUR 140.5, while the operating loss stood at MEUR -1.6, and the loss before taxes was MEUR -4.0.
The net financing expenses of the Group for the review period were approximately MEUR -3.0 (MEUR -2.4). The financial position and liquidity of Panostaja Group remained good. In the period under review, the financial expenses were burdened by the interest costs of repurchased shares of a subordinated loan, which amounted to MEUR -0.7.
Personnel
| 31/10/2011 | 31/10/2010 | ||||
| Average number of employees | 1,034 | 967 | |||
| Employees at the end of the period | 1,097 | 97 | |||
| Employees by segment at the end of the period | 31/10/2011 | 31/10/2010 | |
| Safety | 188 | 151 | |
| Digital Printing Services | 325 | 256 | |
| HEPAC Wholesale | 37 | 37 | |
| Takoma | 190 | 168 | |
| Value-added Logistics | 131 | 123 | |
| Fittings | 32 | 32 | |
| Spare Parts for Motor Vehicles | 35 | 31 | |
| Heat Treatment | 64 | 64 | |
| Carpentry Industry | 32 | 35 | |
| Supports | 16 | 16 | |
| Fasteners | 25 | 24 | |
| Technochemical | 12 | 14 | |
| Environmental Technology | 9 | ||
| Other | 10 | 10 | |
| Group in total | 1,097 | 970 |
GROUP STRUCTURE CHANGES
In December 2010, Panostaja Oyj’s subsidiary Digiprint Finland Oy purchased the entire share capital of Suomen Graafiset Palvelut Oy Ltd, which offers print products and services. The net sales of Suomen Graafiset Palvelut Oy Ltd during the financial year ending in April 2010 totaled MEUR 3.2, and the company employed 30 people. The company’s domicile is Kuopio and it has an office in Helsinki.
On June 21, 2011, Digiprint Finland Oy’s subsidiary Kopijyvä Oy purchased the entire share capital of Microtieto Suomi Oy. Through the acquisition, Kopijyvä strengthened its market share in the field of microfilming and microprinting. The company operates in Espoo and employs five people.
At the end of April, the acting management and other shareholders of Ecosir Group Oy purchased EcoSir Group shares held by Panostaja Oyj to an extent that Panostaja Oyj’s holding in the company was reduced to 49%, whereby Ecosir Group Oy is no longer a subsidiary of Panostaja Oyj. In conjunction with the transaction, Panostaja Oyj made an investment of approx. MEUR 2.5 in Ecosir Group Oy’s invested unrestricted equity fund. The investment was carried out by converting MEUR 2.4 of Panostaja Oyj’s receivables and partially by means of a new investment. The arrangement did not significantly affect Panostaja Group’s profit/loss. After the transaction, Panostaja Oyj’s receivables from Ecosir Group total MEUR 2.2. The terms of the receivables match those of subordinated loans. In future, Panostaja Oyj will report Ecosir Group Oy as an associated company. After the transaction, the acquisition cost of associated company shares in Panostaja Oyj’s balance sheet is at MEUR 0.2.
In June, Takoma Oyj’s subsidiary Takoma System Oy purchased the business operations of TL-Tuotanto Oy, a Keminmaa-based company specializing in hydraulics and automation systems, for a price of approx. MEUR 0.8. The net sales of TL-Tuotanto Oy during the financial year ending in December 2010 totaled MEUR 3.4, and the company employed approx. 25 people.
At the end of March, Jouni Arolainen (43) was invited to serve as Vindea Oy’s CEO. Before the new assignment, Arolainen worked as the deputy CEO of Vindea Oy. Vindea Oy’s previous CEO, Risto Rousku, will assume a new position outside the Group. Previously, Panostaja Oyj had a 66.1% holding in Vindea Oy’s parent company Vindea Group Oy. As a result of the CEO change, the holding in Vindea Group Oy increased to 70.0%. In conjunction with the change, Risto Rousku relinquished his shareholding and Jouni Arolainen increased his holding to 30%.
Ari Suomalainen, the CEO of Suomen Kiinnikekeskus Oy, which is part of the Panostaja Group, was invited on August 26, 2011 to become a shareholder in the company. Mr Suomalainen has been the CEO of Suomen Kiinnikekeskus Oy since 2009. He has served as a CEO in the Group since 1991.
Hannu Rantanen (51) was invited on September 6, 2011 to become CEO of Suomen Helakeskus Oy which is part of the Panostaja Group. Mr Rantanen has previously worked as Investment Director for Oy Wedeco Management Ab and as CEO of Helatukku Finland Oy. Pekka Koskenkorva, the previous CEO of Suomen Helakeskus Oy, does not continue to work in the service of the Group.
SEGMENT INSPECTION
The business operations of Panostaja Group are reported in thirteen segments: Safety, Digital Printing Services, HEPAC Wholesale, Takoma, Value-added Logistics, Fittings, Spare Parts for Motor Vehicles, Heat Treatment, Carpentry Industry, Supports, Fasteners, Technochemical and Other (parent company).
NOVEMBER–OCTOBER
Net sales in the Safety segment grew by MEUR 2.7. Net sales increased from MEUR 21.9 to MEUR 24.6, with operating profit remaining at MEUR 1.2. A corporate acquisition took place in the segment during the period under review: the Group purchased the business operations of the Lahti-based Lukkohuolto Lempiäinen Oy. The development of net sales and operating profit in the reference year was slightly affected by the harmonization of the different businesses of the segment. In the period just ended, the segment was able once again to concentrate on its customer relationships, which positively affected net sales. The development of the range of products and services realized in the period had a negative impact on the result for the period.
Net sales in the Digital Printing Services segment grew by MEUR 9.8. Net sales for the Digital Printing Services segment grew from MEUR 21.7 to MEUR 31.5 and operating profit from MEUR 3.2 to MEUR 4.1. In addition to the development of operative functions, the acquisition of Domus Print Oy in the previous financial period and the acquisition of Suomen Graafiset Palvelut Oy on December 16, 2010 had a positive impact on net sales and operating profit. A corporate acquisition took place in the segment during the period under review, in which the entire shareholding in Microtieto Suomi Oy was purchased.
Net sales in the HEPAC Wholesale segment grew from MEUR 19.6 to MEUR 20.5 and operating profit fell from MEUR 0.3 to MEUR -0.5. An error amounting to more than MEUR 2 was found in the stock inventory of Lämpö-Tukku. A write-down of MEUR 2.2 related to the stocks in the company was made in the financial statement, MEUR 1.9 of which was allocated to previous financial periods and MEUR 0.2 to the period ending on October 31, 2011. Good sales at the end of the year balanced the weaker performance in the early part of the year. Towards year-end, market uncertainty was particularly reflected in office construction, with renovation and the construction of new buildings remaining on a good level.
Net sales in the Takoma segment grew by MEUR 8.4. Net sales increased from MEUR 19.1 to MEUR 27.5, with operating loss decreasing from MEUR -1.7 to MEUR -1.4. The growth in net sales was nearly entirely caused by Takoma Gears Oy, which was acquired during the previous financial period. The bankruptcy petition of Moventas Oy and the business reorganization of its subsidiaries Moventas Wind Oy and Moventas Santasalo Oy had a negative impact of MEUR 0.2 on Takoma’s result for the financial period. Takoma issued profit warnings three times during the year. The uncertainty that began in the segment’s market environment in summer 2011 was evident at the end of the financial year mainly as strong postponements in customer deliveries, not so much in a weakening of the order book.
The segment’s customer deliveries during the financial period concentrated more than earlier on Asia and other developing economies.
Net sales in the Value-added Logistics segment increased from MEUR 15.1 to MEUR 15.4, while the operating loss of MEUR -0.5 improved to an operating profit of MEUR 0.4. The volumes of customers in the technology industry clearly increased during the period under review. The positive development of operating profit was also affected by the streamlining of operations.
Net sales in the Fittings segment declined from MEUR 12.3 to MEUR 11.4, and the MEUR 0.7 operating profit dropped to MEUR 0.3. Uncertainty prevailing in the market has affected operations in the segment and customer demand has been low throughout the period.
Net sales in the Spare Parts for Motor Vehicles segment grew from MEUR 8.5 to MEUR 9.6 and operating profit increased from MEUR 0.8 to MEUR 1.1. The demand for original spare parts has remained good for the entire review period. Operations have been boosted by the expansion of the electronic ordering system. The system has also quantitatively increased the sales of spare parts.
During the period under review, net sales in the Heat Treatment segment grew by MEUR 2.4, while operating profit increased by MEUR 1.9. Net sales rose from MEUR 6.6 to MEUR 9.0, and operating profit increased from MEUR 0.2 to MEUR 2.1. The growth in net sales and operating profit was particularly affected by increased demand for service functions, by investments in new equipments and by repair investments in the technology industry.
Net sales in the Carpentry Industry segment increased from MEUR 5.3 to MEUR 5.8. Operating profit grew from MEUR 0.4 to MEUR 1.0. The increasingly strong market position of the segment’s Matti-Ovi brand and the company’s precise operations were evident in the strong growth in demand in the market. Growth in operating profit was also impacted by the streamlining of operations.
Net sales in the Supports segment increased from MEUR 3.6 to MEUR 4.0. Operating profit grew from MEUR 0.3 to MEUR 0.4. The segment’s market recovered as building volumes clearly increased in the second half of the year under review compared to the first half.
Net sales in the Fasteners segment increased from MEUR 2.8 to MEUR 3.1. Operating loss decreased from MEUR -0.3 to MEUR -0.1. Customer demand in the segment has remained low, but despite this and increasing competition, the segment has succeeded in improving its profitability.
Net sales in the Technochemical segment declined from MEUR 2.1 to MEUR 1.6. Operating loss grew from MEUR -0.1 to MEUR -0.3. Customer demand did not increase as expected.
There were no significant changes in the net sales of the Other segment. Ecosir Group Oy separated from the Group in April, and the parent company will in future report it as an associated company. In the period under review, two associated companies, Ecosir Group Oy and PE Kiinteistörahasto I Ky, issued reports to the parent company. The value of the associated companies’ shares in the parent company’s balance sheet totals approx. MEUR 2.6.
INVESTMENTS AND FINANCING
The Group’s gross capital expenditure in the review period were approximately MEUR 9.1 (MEUR 15.7). The Group’s largest single investments were the acquisition of Suomen Graafiset Palvelut Oy Ltd and TL-Tuotanto Oy, as well as the purchase of Takoma’s new production facilities in Akaa. The procurement of the facilities in Akaa was financed with a redemption agreement signed with the City of Akaa. The goodwill of the Group has declined as a result of the adjustment in the sale price of Bewator Oy and the sale of Ecosir Group Oy.
The Group’s liquid assets were MEUR 14.6 (MEUR 11.3). The Group’s equity ratio was 33.4% (31.3%) and interest-bearing net liabilities totaled MEUR 47.2 (MEUR 51.8).
During the review period, the Group reorganized its financing loans in several segments. The value of the reorganized loans amounts to approx. MEUR 13.
The Group’s liquidity is good. Cash flow from business operations in the period under review was MEUR +4.4 (MEUR +1.3). During the financial period, Panostaja Oyj repurchased shares of the 2006 convertible subordinated loan at a value of MEUR 11.6. In the period under review, the cash flow was burdened by the interest costs of the repurchased shares of a subordinated loan, which amounted to MEUR -0.7.
The Board of Directors approved new 2011 convertible subordinated loan issues totaling MEUR 15.0. The convertible subordinated loan is divided into equity and liabilities. The equity component is calculated by determining the difference between the monetary amount obtained through the loan issue and the fair value of the loan. The equity component of the 2011 convertible subordinated loan, EUR 598,000, has been entered into the invested unrestricted equity fund.
At the end of the review period, Panostaja Oyj’s convertible subordinated loan amounted to MEUR 20.6 of the net liabilities (MEUR 17.2 at the beginning of the period).
The return on equity was 5.0% (-7,0 %). The return on investment was 5.6% (-1.0 %).
| Financial position: | |||||||
| MEUR | 31/10/2011 | 31/10/2010 | |||||
| Interest-bearing liabilities | 66.2 | 63.9 | |||||
| Interest-bearing receivables | 4.4 | 0.8 | |||||
| Cash and cash equivalents | 14.6 | 11.3 | |||||
| Interest-bearing net liabilities | 47.2 | 51.8 | |||||
| Equity (belonging to the parent company’s shareholders as well as minority shareholders) | 47.4 | 40.7 | |||||
| Gearing ratio, % | 99.6 | 127.3 | |||||
| Equity ratio, % | 33.4 | 31.3 | |||||
| Return on equity, % | 5.0 | -7.0 | |||||
| Return on investment, % | 5.6 | -1.0 | |||||
The Annual General Meeting of January 27, 2011 approved the dividends paid proposal made by the Board. The dividend paid was EUR 0.05 per share. The record date for dividends paid was February 1, 2011, with the payment date being February 8, 2011. A total of MEUR 2.6 of dividends was paid to parent company shareholders.
SHARE PRICE DEVELOPMENT AND SHARE OWNERSHIP
Panostaja Oyj’s share price fluctuated between EUR 0.97 and EUR 1.51 during the period under review. The exchange of shares totaled 3,841,477 individual shares, which represents 7.7% of the share capital. The October share closing rate was EUR 1.06. The market value of the company’s share capital at the end of October was MEUR 54.8 and the company had 3,826 shareholders (4,050).
| Development of share exchange | 4Q/2011 | 4Q/2010 | 1-4Q/2011 | 1-4Q/2010 | |||
| Shares exchanged, 1,000 pcs | 620 | 891 | 3,841 | 5,302 | |||
| % of share capital | 1.2 | 1.9 | 7.7 | 11.2 | |||
| Share | 31/10/2011 | 31/10/2010 | |||||
| Shares in total, 1,000 pcs | 51,733 | 47,403 | |||||
| Own shares, 1,000 pcs | 602 | 1,262 | |||||
| Closing rate | 1.06 | 1.46 | |||||
| Market value, MEUR | 54.8 | 69.2 | |||||
| Shareholders | 3,826 | 4,050 | |||||
The Board decided on December 16, 2010 on a new long-term incentive and commitment plan for the members of the Senior Management Team. During the review period, Panostaja sold 623,561 of the company’s own shares to the members of the Senior Management Team, and members of the Senior Management Team acquired a total of 950,000 Panostaja shares for their personal ownership or for the ownership of a company where they have a controlling interest. The maximum quantity held in such ownership as specified in the company’s ownership system is the said 950,000.
The Management’s share ownership within the incentive and commitment-building system is distributed as follows:
Pravia Oy (Juha Sarsama) 350,000 shares
Artaksan Oy (Simo Mustila) 200,000 shares
Heikki Nuutila 200,000 shares
Comito Oy (Tapio Tommila) 200,000 shares
Total 950,000 shares
The members of the Senior Management Team have financed their investments themselves, in part, and through company loans, in part, and they bear the genuine corporate risk with respect to the investment they have made in the system. In order to enable the acquisition of the shares, and as part of the system, Panostaja’s Board of Directors decided to grant an interest-bearing loan in the amount of EUR 1,250,000 maximum to the Senior Management Team members or to the companies where they have a controlling interest. To finance the acquisition, management has taken out an interest-bearing loan in the amount of EUR 1,207,127.84.
The members of the Senior Management Team participating in the system during 2011–2015 may be granted a maximum of 237,500 Panostaja shares as a bonus, based on the achievement of set targets. A potential bonus may also be paid in cash to cover the taxes and tax-like payments arising from the bonus. Members of the Senior Management Team are obliged not to sell shares received as a bonus during a period of 27 months after receiving them.
| Suurimmat osakkeenomistajat: | 31.10.2011 | 31.10.2010 | |||
| Koskenkorva Matti | 6 561 873 | 6 381 873 | |||
| Koskenkorva Maija | 5 071 742 | 5 071 742 | |||
| Keskinäinen Eläkevakuutusyhtiö Etera | 4 259 000 | 1 500 000 | |||
| Keskinäinen Vakuutusyhtiö Fennia | 3 468 576 | 2 262 076 | |||
| Koskenkorva Mauno | 2 256 173 | 2 375 173 | |||
| Koskenkorva Mikko | 1 245 139 | 1 245 139 | |||
| Johtopanostus Oy | 1 030 000 | 1 030 000 | |||
| Tampereen Seudun Osuuspankki | 985 334 | 985 334 | |||
| Malo Hanna | 982 207 | 982 207 | |||
| Kumpu Minna | 982 170 | 982 170 | |||
During the period under review, Panostaja Oyj received four notifications pursuant to Chapter 2, Section 9 of the Securities Markets Act concerning changes to holding in a company.
On December 16, 2010, Panostaja Oyj announced the buyback of the 2006 convertible subordinated loan and the issue of a new 2011 convertible subordinated loan. On December 16, 2010, Panostaja Oyj received an announcement from Etera Mutual Pension Insurance Company, since Etera’s potential future holding in Panostaja Oyj shall be, in total, 3,318,182 shares and votes if Etera Mutual Pension Insurance Company uses the rights of exchange to Panostaja’s 2011 convertible subordinated loan in full. This holding is under 10% of Panostaja Oyj’s share capital and number of votes. The holding corresponded to 6.74% of Panostaja Oyj’s post-exchange number of shares and votes, taking into consideration the shares issued by the date of the announcement.
Furthermore, on December 21, 2010, Panostaja Oyj received an announcement from Etera Mutual Pension Insurance Company, since Etera Mutual Pension Insurance Company’s potential future holding in Panostaja Oyj shall be, in total, 6,077,182 shares and votes if Etera Mutual Pension Insurance Company uses the rights of exchange to Panostaja’s 2011 convertible subordinated loan in full. This holding exceeds 10% of Panostaja Oyj’s share capital and number of votes. The holding is equivalent to 11.42% of the number of Panostaja Oyj’s post-exchange shares and votes, taking into consideration the shares issued by the date of the announcement.
As a result of the options issue, on December 23, 2010 the company received Mauno Koskenkorva’s announcement in connection with the change in the holding. Mauno Koskenkorva’s share of Panostaja Oyj's combined number of shares and votes was below 5%. Mauno Koskenkorva’s share totaled 2,375,173 shares. The holding corresponded to 4.98% of Panostaja Oyj’s post-exchange number of shares and votes, taking into consideration the shares issued by the date of the announcement.
As a result of the issue of shares, the company received Maija Koskenkorva’s announcement on January 11, 2011. Maija Koskenkorva’s share of Panostaja Oyj's combined number of shares and votes was below 10%. Maija Koskenkorva's share was 5,071,742 shares, which represents 9.80% of Panostaja Oyj's share capital and number of votes.
ADMINISTRATION AND GENERAL MEETING
Panostaja Oyj’s Annual General Meeting was held on January 27, 2011 in Tampere. Jukka Ala-Mello, Satu Eskelinen, Hannu Martikainen and Hannu Tarkkonen were re-elected to Panostaja Oyj’s Board of Directors. Mikko Koskenkorva and Eero Eriksson were elected to the Board as new members. In the Board’s organizing meeting held immediately after the General Meeting, Jukka Ala-Mello was elected Chairman of the Board. A Vice Chairman was not chosen. Authorized Public Accountant Eero Suomela 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, 2009–October 31, 2010 accounts as well as the proposal by the Board to transfer the profit of the financial period to the profit funds and that dividends would be distributed at a rate of EUR 0.05 per share. The record date for dividends paid was February 1, 2011, with the payment date being February 8, 2011.
In addition, the Annual Meeting authorized the Board of Directors to decide on the potential distribution of assets to shareholders in accordance with its discretion on the strength of the company's financial status, either as dividends from profit funds or as distribution of assets from the invested unrestricted equity fund. On the basis of this authorization, the maximum distribution of assets performed totals no more than four million euros (EUR 4,000,000). 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 next Annual General Meeting.
In addition, the Annual General Meeting granted exemption from liability to the members of the Board and to the CEO. It was decided at the Annual 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 2012 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 Annual General Meeting that approx. 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 Annual Meeting also approved the proposal by the Board to revise Section 8 of the company’s Articles of Association to be as follows:
“Section 8 - Invitation to the Annual General Meeting and participation therein
The invitation to the Annual General Meeting must be published on the Company’s website at the earliest two (2) months and no later than three (3) weeks prior to the Meeting, as well as at least nine days before the record date of the General Meeting. The Board of Directors may also, at its discretion, announce the Annual General Meeting in one or more newspapers.
In order to be able to participate in the General Meeting, the shareholder must register with the company no later than the day stated in the invitation to the meeting, which may be no earlier than ten (10) days prior to the General Meeting.”
In addition, the Annual General Meeting resolved to cancel the authorization concerning the acquisition of the company’s own shares given at the General Meeting of January 27, 2010, and authorized the Board of Directors to decide on the acquisition of the company’s own shares so that the company’s own shares will be acquired in one or several installments and, on the basis of the authorization, a total maximum of 4,700,000 of the company’s own shares may be acquired. 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 deviating from the shareholders’ proportion of holding, in public trade organized by NASDAQ OMX Helsinki Oy, at the prevailing market price. In acquiring shares, the rules of NASDAQ OMX Helsinki Oy and Euroclear Finland Oy are to be observed.
The authorization shall be valid for 18 months from the issue.
The Board of Directors has not used the authorization granted by the Annual General Meeting to acquire the company’s own shares during the review period.The General Meeting also resolved to authorize the Board of Directors to decide on a share issue as well as on the granting of rights of option and other special rights providing entitlement to shares. The total number of shares issued on the basis of the authorization may not exceed 30,000,000. The provision of share issues and rights of option as well as that of other rights providing entitlement to shares may take place deviating from the shareholders’ right to subscribe for new shares (directed issue).
The authorization issued at the General Meeting on December 18, 2007 to decide on share issues and the provision of special rights providing entitlement to shares is cancelled by this authorization. The authorization shall remain valid until January 27, 2016.
SHARE CAPITAL AND THE COMPANY’S OWN SHARES
At the close of the period under review, Panostaja Oyj’s share capital was EUR 5,568,681.60. The total number of shares is 51,733,110.The total number of shares held by the company at the end of the review period was 601,875 individual shares (at beginning of review period: 1,262,504). The company’s own shares corresponded to 1.2% of the share quantity and the number of votes at the end of the entire review period.
In accordance with the decisions by the General Meeting on January 27, 2010 and by the Board, Panostaja Oyj relinquished a total of 6,777 individual shares as meeting compensation to the members of the Board on December 17, 2010. As per the decisions of the General Meeting on January 27, 2011 and by the Board, a total of 9,373 shares were issued on March 10, 2011, followed by a total of 9,913 shares on June 9, 2011, and a total of 11,005 shares on September 8, 2011.
In total, 330,000 new share subscriptions were approved by the Board on December 15, 2010. They are based on the rights to option given to the company management in 2006. The share subscriptions were made with the A options of the 2006 option scheme. The new shares were registered in the Trade Register on December 23, 2010. Of the share subscription price, EUR 0.12 was registered in the share capital, in accordance with the terms and conditions of the option scheme, and the remaining part in the invested unrestricted equity fund.
On December 16, 2010, the Board of Directors decided, by virtue of the authorization given at the Annual General Meeting on December 18, 2007, on an issue of shares in which the company offered, deviating from the shareholders’ pre-emptive right to subscription, a maximum of 4,000,000 new company shares for registration by domestic institutional investors. On December 21, 2010, the Board approved the subscriptions made during the issue of shares. The issue of shares subscription price was EUR 1.45 per share, and the overall yield of the share issue before sales commissions and costs was EUR 5,800,000. The new shares were registered in the Trade Register on January 11, 2011.
As a result of the subscriptions in the issue of shares and with the A options of the 2006 option scheme, the total number of company shares increased to 51,733,110.
SUBORDINATED LOANS
Panostaja Oyj bought back a total of EUR 12,288,658 (with interest accrued included) of shares of the 2006 convertible subordinated loan. The transactions were completed on February 7, 2011. The loan shares were bought back at a rate of 100%, with interest up to the date of the transaction added. The amount bought back by the company corresponds to 54.5% of the original total nominal value of the convertible subordinated loan maturing in 2012.
The transaction is connected with the capital arrangement announced on December 16, 2010, of which the company has previously carried out a share issue of 4,000,000 shares and the 2011 issue of a new convertible subordinated loan valued at MEUR 15. The transaction was completed to improve the maturity schedule of the company’s non-current liabilities. The loan shares were nullified on February 28, 2011.
After this, EUR 5,631,250 from the 2006 convertible subordinated loan remains (EUR 17,212,500 at the beginning of the financial period). Each EUR 106,250 share of the 2006 convertible subordinated loan entitles the holder to exchange the share for 62,500 company shares.
The Board exercised the authorization it received at the General Meeting on December 18, 2007 to take out a subordinated loan from domestic institutional investors. The Board approved a total of EUR 15,000,000 in subscriptions for the 2011 convertible subordinated loan, and the 2011 loan became fully subscribed. The interest rate for the loan is 6.5%, and the loan period is February 7, 2011–April 1, 2016.
The original share exchange rate is EUR 2.20, and the loan shares can be exchanged for no more than 6,818,181 company shares. The share exchange rate will be entered into the company’s invested unrestricted equity fund.
Trade on the 300 loan shares of the convertible subordinated loan began on the Nasdaq OMX Helsinki stock exchange on February 23, 2011.
The Financial Supervisory Authority approved the proposal for the public trade of the convertible subordinated loan shares on February 18, 2011.
At the end of the review period, the total sum of Panostaja Oyj’s subordinated loans stood at EUR 20,631,250.
BOARD PROPOSAL ON DISTRIBUTION OF PROFITS
Panostaja Oyj’s Board of Directors has decided to propose to the Annual General Meeting that no dividends be paid for the financial period that has ended. The Board also proposes to the Annual General Meeting that EUR 0.05 per share be paid as capital repayment from the invested unrestricted equity fund. The capital repayment will be made to those shareholders who on the record date of the rebate, February 3, 2012, are recorded in the company’s shareholder list maintained by Euroclear Finland Oy. The Board of Directors proposes that the capital repayment be made on February 10, 2012.
The Board also proposes that the Annual General Meeting authorize the Board of Directors to decide, at its discretion, on the potential distribution of assets to shareholders, should the company's financial status permit this, either as dividends from profit funds or as distribution of assets from the invested unrestricted equity fund. The maximum distribution of assets performed on the basis of this authorization totals no more than EUR 5,200,000.
It is proposed that the authorization include the right of the Board to decide on all other terms and conditions relating to the said asset distribution.
It is also proposed that the authorization remain valid until the next Annual General Meeting.
Panostaja Oyj’s Annual General Meeting will be held on January 31, 2012 in Tampere
NEAR-FUTURE RISKS AND FACTORS OF UNCERTAINTY
The most significant risks of the Panostaja Group have been described in the financial statement. The near-future risks the Group faces are mainly tied to the uncertainty resulting from the crisis in the eurozone and the global economic situation as well as their possible impact on achieving the goals set for the various segments. The instability of the economic situation is leading to a decline in customer demand as well as the postponement of major investments, particularly in segments serving the technology sector, which may result in a need for consolidated goodwill write-downs. In the next financial period, credit loss risks will continue to be a factor of uncertainty in some of the segments. The weakening in financial market liquidity and the possible restraints on credit may hamper the realization of corporate acquisitions and the availability of finance for working capital.
EVENTS AFTER THE REVIEW PERIOD
On November 9, 2011, Panostaja reported that CEO of Lämpö-Tukku, Jouko Tyrkkö, would immediately be relieved of his duties and that his employment contract would be terminated. On the same day, S. Martti Niemi M.Sc.(Econ.) was appointed Lämpö-Tukku CEO. He is first assuming the position under a fixed-term contract.
In the same release on November 9, 2011, Panostaja reported that it was continuing the investigation of the reasons resulting in the inventory difference and would provide information about them in more detail if necessary.
PROSPECTS FOR THE NEXT FINANCIAL YEAR
In accordance with its business strategy, the Panostaja Group will focus on increasing shareholder value in the business 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 segments will be made with the maximization of shareholder value in mind. Active development of shareholder value, the effective allocation of capital and financial opportunities create a solid foundation for significant operational expansion. The need for ownership arrangements in SMEs will enable both expansion into new business areas and growth in existing ones.
Economic trend expectations in the fields of existing business areas are strongly tied to the prospects of customer enterprises. The current economic trend expectations are uncertain, and the growth forecast has generally been cut due to the credit crisis in the eurozone and decelerated economic growth. In the various business areas of Panostaja Group, the prospects still vary from cautiously positive to neutral. The market still provides sufficient opportunities for corporate acquisitions, and Panostaja Group aims to implement its growth strategy by means of controlled acquisitions. In addition, the divestment of certain business areas is being considered in order to release capital for new projects. It is expected that the Group’s net sales will increase further and its operating profit will improve in 2012.
Panostaja Oyj
Board of Directors
For further information, contact CEO Juha Sarsama: tel. +358 (0)40 774 2099.
Panostaja Oyj
Juha Sarsama
CEO
All forecasts and assessments presented in this financial statement 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, and the results attained may be substantially different. The figures in the financial statement have been audited.
|
INCOME STATEMENT |
08/11- | 08/10- | 11/10- | 11/09- |
| (EUR 1,000) | 10/11 | 10/10 | 10/11 | 10/10 |
| Net sales | 45,126 | 40,302 | 163,247 | 137,939 |
| Other operating income | 355 | 1,571 | 905 | 1,900 |
| Materials and services | 22,810 | 20,596 | 79,734 | 69,671 |
| Staff expenses | 13,042 | 11,266 | 46,788 | 39,859 |
| Depreciations, amortizations and impairment | 859 | 1,468 | 5,200 | 4,575 |
| Other business expenses | 7,310 | 6,440 | 26,503 | 22,807 |
| Operating profit/loss | 1,460 | 2,103 | 5,927 | 2,927 |
| Financial income | 167 | 113 | 623 | 360 |
| Financial expenses | -910 | -809 | -3,611 | -2,733 |
| Share of associated company profits | 124 | 3 | 205 | 224 |
| Profit before taxes | 841 | 1,410 | 3,144 | 778 |
| Taxes on income | -163 | 92 | -527 | 363 |
| Profit/loss from continuing operations | 678 | 1,502 | 2,617 | 1,141 |
| Loss from discontinued operations | -2,135 | -401 | -4,346 | |
| Profit/loss for the financial period | 678 | -633 | 2,216 | -3,205 |
| Attributable to | ||||
| Shareholders of the parent company | 378 | -1,008 | 937 | -2,775 |
| The minority | 300 | 375 | 1,279 | -430 |
| Earnings per share from continuing operations | ||||
| EUR, undiluted | 0.008 | 0.025 | 0.027 | 0.034 |
| Earnings per share from continuing operations | ||||
| EUR, diluted | 0.008 | 0.025 | 0.027 | 0.034 |
| Earnings per share from discontinued operations | ||||
| EUR, undiluted | 0.000 | -0.046 | -0.008 | -0.094 |
| Earnings per share from discontinued | ||||
| operations EUR, undiluted | 0.000 | -0.046 | -0.008 | -0.094 |
| Earnings per share on continuing and discontinued | ||||
| operations EUR, undiluted | 0.008 | -0.022 | 0.019 | -0.060 |
| Earnings per share on continuing and discontinued | ||||
| operations EUR, undiluted | 0.008 | -0.022 | 0.019 | -0.060 |
| EXTENSIVE INCOME STATEMENT | ||||
| Items of the extensive income statement | 678 | -633 | 2,216 | -3,205 |
| Translation differences | -135 | 80 | ||
| Extensive income statement for the period | 678 | -633 | 2,081 | -3,125 |
| Attributable to | ||||
| Shareholders of the parent company | 378 | -1 008 | 802 | -2,695 |
| The minority | 300 | 375 | 1,279 | -430 |
| BALANCE SHEET | ||||||||||
| (EUR 1,000) | ||||||||||
| 31/10/2011 | 31/10/2010 | |||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Goodwill | 36,529 | 39,256 | ||||||||
| Other intangible assets | 5,049 | 5,641 | ||||||||
| Property, plant and equipment | 20,061 | 16,406 | ||||||||
| Interests in associates | 2,740 | 2,387 | ||||||||
| Other non-current assets | 8,271 | 4,397 | ||||||||
| Deferred tax assets | 4,826 | 4,344 | ||||||||
| Non-current assets total | 77,476 | 72,431 | ||||||||
| Current assets | ||||||||||
| Stocks | 24,005 | 22,156 | ||||||||
| Trade and other receivables | 26,171 | 24,760 | ||||||||
| Tax assets based on taxable income for the period | 136 | 224 | ||||||||
| Short-term investments | 833 | |||||||||
| Cash and cash equivalents | 14,643 | 10,438 | ||||||||
| Non-current assets total | 64,955 | 58,411 | ||||||||
| Assets in total | 142,431 | 130,842 | ||||||||
| EQUITY AND LIABILITIES | ||||||||||
| Equity attributable to parent company shareholders | ||||||||||
| Share capital | 5,569 | 5,529 | ||||||||
| Share premium account | 4,646 | 4,646 | ||||||||
| Translation difference | -169 | -56 | ||||||||
| Invested unrestricted equity fund | 19,023 | 11,574 | ||||||||
| Retained earnings | 4,047 | 5,598 | ||||||||
| Total | 33,116 | 27,291 | ||||||||
| Minority shareholders’ interest | 14,270 | 13,401 | ||||||||
| Equity total | 47,386 | 40,692 | ||||||||
| Non-current liabilities | ||||||||||
| Deferred tax liabilities | 1,520 | 1,693 | ||||||||
| Convertible subordinated loan | 14,264 | 16,999 | ||||||||
| Financial liabilities | 32,679 | 32,573 | ||||||||
| Non-current liabilities total | 48,463 | 51,265 | ||||||||
| Current liabilities | ||||||||||
| Current financial liabilities | 13,761 | 14,416 | ||||||||
| Convertible subordinated loan | 5,631 | 0 | ||||||||
| Trade payables and other liabilities | 26,920 | 24,108 | ||||||||
| Provisions | 270 | 361 | ||||||||
| Current liabilities total | 46,582 | 38,885 | ||||||||
| Liabilities total | 95,045 | 90,150 | ||||||||
| Equity and liabilities in total | 142,431 | 130,842 | ||||||||
| CASH FLOW STATEMENT | |||
| (EUR 1,000) | |||
| 2011 | 2010 | ||
| Business operations | |||
| Profit/loss for the financial period | 2,617 | 1,141 | |
| Adjustments: | |||
| Depreciations | 5,200 | 4,575 | |
| Financial income and costs | 2,988 | 2,371 | |
| Share of associated company profits | -205 | -224 | |
| Taxes | 527 | -363 | |
| Sales profits and losses from property, plant and equipment | -80 | -24 | |
| Other earnings and expenses with no payment attached | -53 | 131 | |
| Operating cash flow before change in working capital | 10,994 | 7,607 | |
| Change in working capital | |||
| Change in non-interest-bearing receivables | -3,843 | -147 | |
| Change in non-interest-bearing liabilities | 2,366 | -975 | |
| Change in stocks | -1,202 | 1,399 | |
| Change in working capital | -2,679 | 277 | |
| Operating cash flow before financial items and taxes | 8,315 | 7,884 | |
| Financial items and taxes | |||
| Interest paid | -3,252 | -2,658 | |
| Interest received | 644 | 368 | |
| Taxes paid | -1,122 | -2,184 | |
| Financial items and taxes | -3,730 | -4,474 | |
| Operating cash flow for functions sold | -231 | -2,146 | |
| Net cash flow from (used in) operations | 4,354 | 1,264 | |
| Investments | |||
| Investments in intangible and tangible assets | -4,013 | -3,726 | |
| Sales of intangible and tangible assets | 360 | 935 | |
| Acquisition of subsidiaries with time-of-acquisition liquid assets deducted | -1,995 | -11,966 | |
| Sale of subsidiaries | 408 | 0 | |
| Sale of associated companies | 34 | 191 | |
| Capital gains from sales of other shares | 3 | 155 | |
| Loans receivable repaid | -1,579 | -126 | |
| Investment cash flow for functions sold | 204 | ||
| Net cash flow from (used in) investments | -6,782 | -14,333 | |
| Finance | |||
| Share issue | 6,053 | 0 | |
| Loans drawn | 19,437 | 10,899 | |
| Loans repaid | -17,743 | -8,461 | |
| Disposal of own shares | 942 | 38 | |
| Dividends paid | -2,853 | -5,868 | |
| Financing cash flow for functions sold | -586 | ||
| Net cash flow from (used in) financing | 5,836 | -3,978 | |
| Change in liquid assets | 3,408 | -17,047 | |
| Liquid assets at the beginning of the period | 11,271 | 28,300 | |
| Effect of exchange rates | -36 | 18 | |
| Liquid assets at the end of the period | 14,643 | 11,271 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | |||||||
| (EUR 1,000) | Equity | Share premium reserve | Invested unrestricted equity fund | Translation differences | Profit funds | Minority interest | Total |
| Equity | 5,529 | 4,646 | 11,876 | -123 | 14,792 | 14,560 | 51,280 |
| 1/11/2009 | |||||||
|
Cost of share-based payments |
17 | 17 | |||||
| Profit for the financial period | -2,775 | -430 | -3,205 | ||||
| Profit and costs recorded during the financial period, total | 17 | -2,775 | -430 | -3,188 | |||
| Dividends paid | -5,534 | -367 | -5,901 | ||||
| Disposal of own shares | 38 | 38 | |||||
| Translation differences | 66 | 14 | 80 | ||||
| Changes in minority interest | 160 | 160 | |||||
| HEPAC Wholesale inventory difference adjustment | -899 | -521 | -1,420 | ||||
| Share issue | -425 | -425 | |||||
| Other changes | 68 | 68 | |||||
| Other changes in equity, total | -319 | 66 | -6,419 | -728 | -7,400 | ||
| Equity | 5,529 | 4,646 | 11,574 | -57 | 5,598 | 13,402 | 40,692 |
| 31/10/2010 | |||||||
| Equity | 5,529 | 4,646 | 11,574 | -57 | 5,598 | 13,402 | 40,692 |
| 1/11/2010 | |||||||
| Profit for the financial period | 937 | 1,279 | 2,216 | ||||
| Profit and costs recorded during the financial period, total | 937 | 1,279 | 2,216 | ||||
| Dividends paid | -2,555 | -265 | -2,820 | ||||
| Share subscription | 40 | 276 | 316 | ||||
| Share issue | 5,738 | 5,738 | |||||
| Disposal of own shares | 942 | 942 | |||||
| Equity component of convertible subordinated loan | 481 | 481 | |||||
| Reward system | 12 | 12 | |||||
| Translation differences | -112 | -23 | -135 | ||||
| Changes in minority interest | 90 | -146 | -56 | ||||
| Other changes in equity, total | 40 | 7,449 | -112 | -2,488 | -411 | 4,478 | |
| Equity | 5,569 | 4,646 | 19,023 | -169 | 4,047 | 14,270 | 47,386 |
| 31/10/2011 | |||||||
| KEY FIGURES | |||
| 10/2011 | 10/2010 | ||
| Equity per share, EUR | 0.65 | 0.59 | |
| Earnings per share, diluted, EUR | 0.02 | -0.06 | |
| Earnings per share, undiluted, EUR | 0.02 | -0.06 | |
| Average number of shares during financial period, 1,000 | 50,128 | 46,127 | |
| Number of shares at end of financial period, 1,000 | 51,733 | 47,403 | |
| Share issues/CL exchanges during financial period, 1,000 | 4,330 | 0 | |
| Number of shares, 1,000, diluted | 60,258 | 56,252 | |
| Return on equity, % | 5.0 | -7,0 | |
| Return on investment, % | 5.6 | -1.0 | |
| Gross capital expenditure | |||
| To permanent assets, MEUR | 9.1 | 15.7 | |
| % of net sales | 5.6 | 11.2 | |
| Interest-bearing liabilities, MEUR | 66.2 | 63.9 | |
| Equity ratio, % | 33.4 | 31.3 | |
| Average number of employees | 1,034 | 967 |
GROUP DEVELOPMENT BY QUARTER
| Q1/10 | Q2/10 | Q3/10 | Q4/10 | Q1/11 | Q2/11 | Q3/11 | Q4/11 | |
| Net sales | 28.2 | 34.7 | 34.8 | 40.2 | 38.3 | 40.3 | 39.5 | 45.1 |
| Other operating income | 0.0 | 0.2 | 0.0 | 1.6 | 0.2 | 0.2 | 0.1 | 0.4 |
| Costs in total | -29.0 | -32.5 | -32.5 | -38.2 | -36.7 | -37.2 | -35.8 | -43.2 |
| Depreciations, amortizations and impairment | -0.9 | -1.0 | -1.2 | -1.5 | -1.3 | -1.5 | -1.6 | -0.8 |
| Operating profit/loss | -1.7 | 1.4 | 1.1 | 2.1 | 0.5 | 1.8 | 2.2 | 1.5 |
| Financing items | -0.5 | -0.6 | -0.6 | -0.7 | -0.6 | -0.7 | -0.9 | -0.8 |
| Share of associated company profits | 0.0 | 0.2 | 0.0 | 0.0 | 0.1 | 0.1 | -0.1 | 0.1 |
| Profit before taxes | -2.1 | 1.0 | 0.5 | 1.4 | 0.1 | 1.0 | 1.2 | 0.8 |
| Taxes | 0.7 | -0.1 | -0.3 | 0.1 | 0.0 | 0.2 | -0.6 | -0.1 |
| Profit from continuing operations | -1.5 | 0.9 | 0.2 | 1.5 | 0.1 | 1.3 | 0.6 | 0.7 |
| Profit from discontinued operations | -0.6 | -1.3 | -0.2 | -2.1 | -0.1 | -0.3 | 0.0 | 0.0 |
| Profit for the financial period | -2.1 | -0.4 | 0.0 | -0.6 | 0.0 | 1.0 | 0.6 | 0.7 |
| Minority interest | 0.7 | -0.1 | 0.2 | -0.4 | -0.1 | 0.7 | 0.3 | 0.4 |
| Parent company shareholder interest | -1.4 | -0.5 | 0.2 | -1.0 | -0.1 | 0.4 | 0.3 | 0.3 |
| GUARANTEES GIVEN | |||
| EUR 1,000 | 2011 | 2010 | |
| Guarantees given on behalf of Group companies | |||
| Enterprise mortgages | 41,394 | 41,257 | |
| Pledges given | 59,289 | 58,942 | |
| Other liabilities | 1,549 | 912 | |
| Other rental agreements | |||
| In one year | 7,160 | 5,927 | |
| In over one year but within five years maximum | 17,543 | 13,597 | |
| In over five years | 3,162 | 3,957 | |
| Total | 27,865 | 23,481 |
SEGMENT INFORMATION
| NET SALES | 08/11-10/11 | 08/10-10/10 | 11/10-10/11 | 11/09-10/10 |
| Safety | 7,028 | 6,381 | 24,635 | 21,944 |
| Digital Printing Services | 8,533 | 6,700 | 31,529 | 21,742 |
| HEPAC Wholesale | 6,147 | 5,513 | 20,529 | 19,604 |
| Takoma | 7,370 | 6,793 | 27,451 | 19,060 |
| Value-added Logistics | 4,028 | 3,802 | 15,442 | 15,115 |
| Fittings | 2,994 | 3,160 | 11,401 | 12,321 |
| Spare Parts for Motor Vehicles | 2,775 | 2,399 | 9,598 | 8,487 |
| Heat Treatment | 2,699 | 1,999 | 9,037 | 6,591 |
| Carpentry Industry | 1,337 | 1,352 | 5,766 | 5,309 |
| Supports | 1,230 | 1,113 | 4,005 | 3,615 |
| Fasteners | 804 | 795 | 3,067 | 2,839 |
| Technochemical | 420 | 540 | 1,566 | 2,071 |
| Other | 15 | 15 | 57 | 55 |
| Eliminations | -254 | -260 | -836 | -814 |
| Group in total | 45,126 | 40,302 | 163,247 | 137,939 |
| OPERATING PROFIT | ||||
| Safety | 284 | 1,219 | 1,231 | 1,207 |
| Digital Printing Services | 1,315 | 1,000 | 4,148 | 3,237 |
| HEPAC Wholesale | -559 | 175 | -490 | 292 |
| Takoma | -569 | -574 | -1,353 | -1,675 |
| Value-added Logistics | 260 | 38 | 371 | -499 |
| Fittings | -19 | 174 | 311 | 652 |
| Spare Parts for Motor Vehicles | 416 | 276 | 1,115 | 801 |
| Heat Treatment | 673 | 119 | 2,123 | 192 |
| Carpentry Industry | 118 | -117 | 1,034 | 377 |
| Supports | 164 | 138 | 377 | 322 |
| Fasteners | -70 | -51 | -101 | -253 |
| Technochemical | -57 | -56 | -324 | -133 |
| Other | -496 | -238 | -2,515 | -1,593 |
| Group in total | 1,460 | 2,103 | 5,927 | 2,927 |
| ASSETS | LIABILITIES | |||
| 31/10/2011 | 31/10/2010 | 31/10/2011 | 31/10/2010 | |
| Safety | 17,023 | 17,387 | 15,086 | 15,901 |
| Digital Printing Services | 25,671 | 22,778 | 12,477 | 11,867 |
| HEPAC Wholesale | 8,700 | 8,296 | 9,080 | 8,009 |
| Takoma | 33,553 | 30,190 | 17,184 | 12,481 |
| Value-added Logistics | 7,101 | 7,194 | 4,254 | 4,638 |
| Fittings | 10,656 | 11,273 | 8,413 | 8,933 |
| Spare Parts for Motor Vehicles | 4,614 | 4,565 | 4,546 | 5,070 |
| Heat Treatment | 7,095 | 6,146 | 3,277 | 3,530 |
| Carpentry Industry | 2,638 | 3,581 | 2,219 | 4,566 |
| Supports | 1,976 | 3,164 | 375 | 571 |
| Fasteners | 2,224 | 2,359 | 2,178 | 2,157 |
| Technochemical | 1,835 | 1,921 | 6,303 | 5,999 |
| Other | 31,852 | 25,790 | 22,160 | 18,493 |
| Environmental Technology | 3,822 | 5,559 | ||
| Eliminations | -12,507 | -17,624 | -12,507 | -17,624 |
| Group in total | 142,431 | 130,842 | 95,045 | 90,150 |
SEGMENT INFORMATION BY QUARTER
| Net sales (MEUR) | 2Q/10 | 3Q/10 | 4Q/10 | 1Q/11 | 2Q/11 | 3Q/11 | 4Q/11 |
| Safety | 5.8 | 5.3 | 6.3 | 5.8 | 6.0 | 5.8 | 7.0 |
| Digital Printing Services | 5.1 | 5.6 | 6.7 | 7.0 | 8.2 | 7.8 | 8.5 |
| HEPAC Wholesale | 4.8 | 5.0 | 5.5 | 4.8 | 4.4 | 5.2 | 6.2 |
| Takoma | 4.9 | 4.9 | 6.8 | 6.6 | 7.2 | 6.3 | 7.4 |
| Value-added Logistics | 3.9 | 3.8 | 3.8 | 3.8 | 3.8 | 3.9 | 4.0 |
| Fittings | 3.2 | 3.2 | 3.1 | 2.7 | 3.0 | 2.7 | 3.0 |
| Spare Parts for Motor Vehicles | 2.0 | 2.2 | 2.4 | 2.2 | 2.2 | 2.4 | 2.8 |
| Heat Treatment | 1.7 | 1.7 | 2.0 | 2.0 | 2.2 | 2.2 | 2.7 |
| Carpentry Industry | 1.5 | 1.3 | 1.3 | 1.6 | 1.5 | 1.3 | 1.3 |
| Supports | 0.8 | 0.9 | 1.1 | 0.8 | 0.9 | 1.0 | 1.2 |
| Fasteners | 0.7 | 0.7 | 0.8 | 0.7 | 0.8 | 0.8 | 0.8 |
| Technochemical | 0.5 | 0.4 | 0.6 | 0.4 | 0.4 | 0.3 | 0.4 |
| Other | 0.0 | 0.0 | 0.1 | 0.0 | 0.0 | 0.0 | 0.0 |
| Eliminations | -0.2 | -0.2 | -0.3 | 0.0 | -0.4 | -0.2 | -0.2 |
| Group in total | 34.7 | 34.8 | 40.3 | 38.5 | 40.1 | 39.5 | 45.1 |
| Operating profit (MEUR) | 2Q/10 | 3Q/10 | 4Q/10 | 1Q/11 | 2Q/11 | 3Q/11 | 4Q/11 |
| Safety | 0.3 | 0.4 | 1.2 | 0.1 | 0.4 | 0.4 | 0.3 |
| Digital Printing Services | 1.1 | 0.7 | 1.0 | 0.6 | 1.1 | 1.1 | 1.3 |
| HEPAC Wholesale | 0.0 | 0.1 | 0.2 | 0.0 | 0.0 | 0.0 | -0.6 |
| Takoma | 0.0 | -0.4 | -0.6 | -0.2 | -0.1 | -0.4 | -0.6 |
| Value-added Logistics | -0.2 | 0.1 | 0.0 | -0.1 | 0.0 | 0.2 | 0.3 |
| Fittings | 0.2 | 0.1 | 0.2 | 0.1 | 0.2 | 0.0 | 0.0 |
| Spare Parts for Motor Vehicles | 0.0 | 0.3 | 0.3 | 0.2 | 0.2 | 0.3 | 0.4 |
| Heat Treatment | 0.2 | 0.0 | 0.1 | 0.5 | 0.4 | 0.5 | 0.7 |
| Carpentry Industry | 0.3 | 0.2 | -0.1 | 0.3 | 0.3 | 0.3 | 0.1 |
| Supports | 0.0 | 0.2 | 0.1 | -0.1 | 0.1 | 0.2 | 0.2 |
| Fasteners | -0.1 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | -0.1 |
| Technochemical | 0.0 | -0.1 | 0.0 | -0.1 | -0.1 | 0.0 | -0.1 |
| Other | -0.4 | -0.4 | -0.2 | -0.7 | -0.8 | -0.4 | -0.5 |
| Group in total | 1.4 | 1.1 | 2.1 | 0.5 | 1.8 | 2.2 | 1.4 |
Panostaja Oyj is an active majority shareholder in Finnish SMEs. The core of our operations is Finnish entrepreneurship and persevering the development of entrepreneurial activity. Together with our entrepreneur partners, we cultivate companies to become the best in the field, thereby creating Finnish success stories.
Panostaja Oyj currently operates in twelve business areas. Oy Alfa-Kem Ab (Technochemical) manufactures and markets industrial chemicals, cleaning agents and various agents for institutional kitchens. 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 for 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 (Digital Printing Services) is one of Finland’s largest companies offering digital printing services. Lämpö-Tukku Oy (HEPAC Wholesale) specializes in HEPAC wholesale operations. Suomen Helakeskus Oy (Fittings) is a major wholesale dealer concentrating on construction and furniture fittings. 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. Takoma Oyj (Takoma) is a machine shop group with an entrepreneur-driven business model and is registered on the stock exchange. Toimex Oy (Supports) works in the HVAC field, manufacturing and selling supports. Vindea Oy (Value-added Logistics) is an enterprise specialized in value-added logistics services for the Finnish metal industry.