Review of Uutechnic Goroup’s Financial Statements for 1 January – 31 December 2015
REVIEW OF PLC UUTECHIC GROUP OYJ’S FINANCIAL STATEMENTS 11 MARCH, 2016 AT 09:30
REVIEW OF UUTECHNIC GROUP’S FINANCIAL STATEMENTS FOR 1 JANUARY–31 DECEMBER 2015
During the second half of the financial year, Uutechnic Group (formerly Vaahto Group) carried out a merger and financing arrangement that had a significant effect on the Group’s business operations, ownership structure, balance sheet and financial standing. The arrangement was approved at the parent company’s Extraordinary General Meeting on 30 October 2015. In conjunction with the arrangement, the name of the Group’s parent company was changed to Plc Uutechnic Group Oyj (formerly Vaahto Group Plc Oyj). The arrangement was carried out in stages and was completed after the end of the financial year in January 2016.
The merger arrangement is recognized as a reverse acquisition in the Group’s IFRS reporting. As the owners of Uutechnic acquired a majority of the merged Group’s shares, votes and Board positions, Uutechnic Oy – the object of the acquisition in legal terms – is recognized as the acquiring party in accounting when preparing the consolidated financial statements.
In the consolidated IFRS financial statements for 2015, Uutechnic Oy is consolidated from 1 January to 31 December and old Vaahto Group is consolidated from 1 November to 31 December. In the demerger of Uutechnic, the business operations excluded from the merger and the related balance sheet items are recognized as discontinued operations in the income statement and as items to be eliminated in conjunction with the merger on 31 December 2015 on the balance sheet. The figures for Uutechnic Oy for 1 January to 31 December 2014, similarly classified, are presented as comparison figures. The consolidated figures presented in the financial statements for 2015 are not comparable to the Group’s previous reporting. As applicable, the combined figures for Uutechnic Oy, Japrotek, Stelzer and AP-Tela – the units engaged in continuing operations within the Group – are presented as comparable figures for 2014. Any figures for 2014 with no mention of comparability are figures for Uutechnic Oy before the demerger.
Uutechnic Group’s turnover from continuing operations for 2015 was EUR 8.9 million (2.3 million), and its operating result was EUR 1.2 million (-0.02 million). Uutechnic Group’s order book stood at EUR 11.7 million at the end of the financial year. Its comparable order book for 2014 was EUR 12.2 million. Earnings per share for continuing operations was 0,02 euros/share (0,0 euros).
BUSINESS AND MERGER ARRANGEMENT
On 3 September 2015, the company announced an arrangement where the business operations of Vaahto Group and Uutechnic Oy would be merged through an exchange of shares and the company’s financial standing and balance sheet would be strengthened significantly by way of share issues and agreements with financers. The arrangement was approved at the parent company’s Extraordinary General Meeting on 30 October 2015. The arrangement was carried out in stages and was completed after the end of the financial year in January 2016.
As a result of the arrangement, Uutechnic Oy (Business ID: 2708799-4) became a subsidiary of the Group, after having been established at the turn of the years 2015–2016, following the demerger of the previous Uutechnic Oy (Business ID: 0933067-1), a company listed in the Finnish Trade Register. In conjunction with the demerger, the business operations of the previous Uutechnic Oy and the related machines, equipment and stock were transferred to the new Uutechnic Oy (2708799-4). The assets not included in the business operations, as well as the properties occupied by Uutechnic Oy in Uusikaupunki in Finland, were transferred to UuCap Oy (2553243-3). UuCap Oy was excluded from the merger, and the new Uutechnic Oy became part of the Group through an exchange of shares. This exchange of shares involved an issue of shares by Plc Uutechnic Group Oyj directed at the owners of Uutechnic Oy, wherein a total of 24,000,000 shares in Plc Uutechnic Group Oyj were offered for subscription at a price of EUR 0.25 per share as consideration for shares in Uutechnic Oy. In addition, a rights issue was carried out in conjunction with the merger, as well as a cash issue wherein a total of around EUR 4 million in cash was invested in Plc Uutechnic Group Oyj at a subscription price of EUR 0.25 per share. Through the merger and financing arrangement, Plc Uutechnic Group Oyj’s total number of shares increased from 15,977,360 to 55,963,210.
The arrangement also included agreements signed with financiers, as a result of which the Group’s debt decreased by around EUR 3.4 million. In addition, the loans granted by Mikko Laakkonen and Hannu Laakkonen, totalling EUR 2.0 million, were converted into subordinated loans. This financing arrangement was completed during the financial year 2015. The subordinated loans include a special condition that entitles the lenders to exchange EUR 1.0 million in capital for shares in Plc Uutechnic Group Oyj at a subscription price of EUR 0.25 per share if the loan capital is not repaid in accordance with the terms and conditions of the loans.
The merger and financing arrangement had a significant effect on Uutechnic Group’s business operations and financial standing. The Group’s liquidity improved considerably, and its gearing decreased markedly. Its order intake has increased significantly since the end of the financial year, and its order book is at a good level.
BUSINESS REPORTING
Uutechnic Group focuses on improving the competitiveness of its customers by providing them with advanced process technology solutions and a unique service concept worldwide. Its product range includes agitators, pressure vessels, process and storage tanks, reactors and heat exchangers, as well as different types of long welded and machined axially symmetrical parts, such as rolls, cylinders, pipes and cones.
Its main industries are hydrometallurgy and the mining, pulp, paper and food industries, as well as the fertilizer industry and other chemical industries, and environmental technology.
All of the Group’s business operations are reported under one segment. The business operations that were excluded from Uutechnic Group in conjunction with the demerger are recognized as discontinued operations. The demerger was entered into the Trade Register on 31 December 2015. The effect of the discontinued operations on the result is presented on one line in the income statement, separately from continuing operations.
Plc Uutechnic Group Oyj, the parent company of Uutechnic Group, is listed on Nasdaq Helsinki. The Group’s subsidiaries are wholly owned by the parent company. The parent company is responsible for the Group’s management, strategic planning, financial administration, IT, financing and HR management. The Group’s business operations are carried out by the subsidiaries: AP-Tela Oy, Japrotek Oy Ab, Uutechnic Oy and Stelzer Rührtechnik International GmbH. In addition, the Group includes Steva Oy, an internal sales company, as well as Vaahto Group Asia Ltd and its subsidiary Vaahto Pulp & Paper Machinery Distribution (Shanghai) Co. Ltd in China. Its companies in China did not conduct business during the financial year 2015. After the end of the financial year, the decision was made to merge Steva Oy with Uutechnic Oy. The merger is expected to be implemented in June 2016.
Uutechnic Oy is a company specializing in demanding mixing technology. It supplies advanced mixing solutions for liquid-based processes worldwide. Its main products include top-entry and side-entry agitators for the process industry. Their product development, design and manufacture are customized to the specific requirements of each customer and process. Uutechnic cooperates closely with its customers, serving as a valuable resource in all aspects of mixing technology. Its most significant delivery and market entry in 2015 was the delivery of reactor agitators for the extractive industry in Kazakhstan. The rest of its turnover mainly came from partnerships with customers. Its order book has developed favorably since the end of the financial year.
Japrotek Oy Ab provides its customers with comprehensive services, including product design and development, manufacture and installation as well as start-up, maintenance and spare parts services. Its main products include demanding process and storage tanks, reactors, pressure vessels, columns, heat exchanges and agitators. The company has special expertise in the design and manufacture of demanding constructions and special materials such as titanium, various types of compounds, nickel alloys as well as duplex, stainless and acid-proof steel. Its order book at the end of the financial year 2015 was approximately at the previous year’s level. The most significant deliveries in 2015 included the delivery of a leaching autoclave to a Finnish customer and the delivery of a crystallisation plant to Kemira in Brazil. The most significant orders received by the company in 2015 included a bleaching reactor for Metsä Fibre Äänekoski, a tank and a tower for Vallvik Bruk Ab in Sweden and four crystallisers for the Porsgrunn site of Yara Norge in Norway. These orders will be delivered to the customers during 2016. Japrotek’s order book has developed favorably since the end of the financial year.
Stelzer Rührtechnik International GmbH specializes in agitator systems for the process industry and the related maintenance business operations. Its business operations are based on its special expertise in technology, in-depth knowledge of its customers’ core processes and extensive research and development work. Its main customer segments include the food, chemical and pharmaceutical industries and environmental technology. During the financial year 2015, Stelzer delivered the largest agitator in its history to a customer in the chemical industry in Asia. The situation in the food industry and the Chinese market improved from the previous year. Stelzer’s order book has increased since the end of 2015 and includes a significant order for a new biogas factory in Asia. As a result of the favorable development of its order book, as well as the positive market outlook, the company is better positioned for the new financial year than it was for the previous year.
AP-Tela Oy is a component and custom machine workshop that participates in the development of its customers’ production processes by manufacturing equipment and parts for the paper, board and pulp industries. In addition, the company serves customers in the wood processing, steel, maritime, energy and engineering industries. Total investment has remained at a good level in the pulp industry, which has had a positive effect on the company’s growth, as has the strengthening of partnerships in certain customer segments. The merger arrangement carried out within the Group in late 2015 clarified AP-Tela’s position and markedly increased customer trust in the company. The company’s product strategy solutions also had a positive effect on its order book. Its core business operations continue to include the manufacture of made-to-order pipes and cones and the manufacture of rolls and long axially symmetrical parts. AP-Tela’s order book has developed very favorably since the end of the financial year.
TURNOVER AND PROFITABILITY
With regard to the Group’s turnover and result, the effect of the reverse acquisition mentioned above on reporting must be taken into account. The consolidated income statement covers the full financial year (1 January to 31 December 2015) for Uutechnic Oy and two months (1 November to 31 December 2015) for the rest of the Group (formerly Vaahto Group). Reporting is also affected by the fact that the arrangement is a reverse acquisition, meaning that Uutechnic Oy is regarded as the acquiring party. The Group’s reporting is not comparable to its previous consolidated financial statements. The comparison figures presented in parentheses in this report refer to Uutechnic Oy’s financial statements for 1 January to 31 December 2014. The assets and liabilities excluded from the Group in conjunction with the demerger of Uutechnic Oy, as well as their effect on the result, are reported under discontinued operations.
Uutechnic Group’s turnover from continuing operations for 2015 was EUR 8.9 million (2.3 million), and its operating result was EUR 1.2 million (-0.02 million). The full-year operating result for Uutechnic Oy’s continuing operations was positive. The operating result for the last two months of the year for the units merged with the Group was also positive as a result of profitable deliveries completed late in the year. Of the increase in the turnover, around EUR 5 million comes from the units merged with the Group as of 1 November 2015 (Japrotek Oy Ab, AP-Tela Oy, Stelzer Rührtechnik Int. GmbH).
The operating result for continuing operations was burdened by around EUR 0.25 million in expenses related to the merger. The respective merger expenses for the units merged with the Group on 1 November 2015 are recognized during the period before the merger.
The financial year 2015 was favorable for Uutechnic Oy. Its turnover from continuing operations grew from EUR 2.3 million to EUR 3.5 million, representing an increase of 53% in comparison to the previous year. In addition, its profitability returned to a good level.
For Japrotek Oy Ab, the financial year was challenging because of the general economic situation. Its full-year turnover was EUR 12.9 million (11.0 million). Its operations in 2015 and 2014 were markedly loss-making.
For Stelzer Rührtechnik Int. GmbH, the challenges in 2015 included the uneven distribution of deliveries over the financial year. However, the company was able to cut costs in response to the slow beginning of the year and increase its input of work towards the end of the year. Its full-year turnover stood at EUR 9.1 million (9.1 million), and its full-year operating result was slightly positive.
AP-Tela’s full-year turnover increased by 13% to EUR 5.2 million (4.6 million). Despite the growth, its result was weaker than expected, and its full-year result was negative. However, its order book began to increase in late 2015 and has continued to do so at a very good rate in 2016. As a result of this, the company is well positioned for the new fiscal year.
ORDER BOOK
Uutechnic Group’s order book stood at EUR 11.7 million at the end of the financial year. Its comparable order book for 2014 was EUR 12.2 million. The order book has increased considerably since the end of the financial year and at the end of February 2016 the order book was EUR 18.8 million.
FINANCIAL STANDING AND LIQUIDITY
Arrangements before the merger with Uutechnic Oy
In February 2015, an arrangement was carried out in which the company’s creditors agreed to forgiving around EUR 3.9 million in loans and to converting around EUR 1.2 million in loan receivables into subordinated loans. In conjunction with this arrangement, the company carried out a directed share issue and issued 10 million new shares at a subscription price of EUR 0.25 per share.
Arrangements in conjunction with the merger with Uutechnic Oy
On 3 September 2015, the company announced a letter of intent on the merger of the business operations of Vaahto Group and Uutechnic Oy wherein Vaahto Group Plc Oyj would acquire the business operations of Uutechnic Oy through an exchange of shares, Vaahto Group Plc Oyj would carry out a rights issue, and a share issue directed at the owners of Uutechnic Oy would be carried out. The requirements for the arrangement also included restructuring Vaahto Group’s debt.
On 28 October 2015, a financing arrangement was announced through which the company’s creditors forgave EUR 3.4 million in loans and the loans granted by Mikko Laakkonen and Hannu Laakkonen, totalling EUR 2.0 million, were converted into subordinated loans. In addition, the arrangement included the acquisition of new capital through share issues, with existing shareholders subscribing for 9,985,850 new shares at a value of EUR 0.25 in a rights issue. Uutechnic’s owners, or parties assigned by them, subscribed for 6,000,000 new shares at a value of EUR 0.25 in the directed share issue. These directed issues generated around approximately EUR 4.0 million in new capital.
Uutechnic Oy’s business operations were acquired through an exchange of shares where the consideration was 24,000,000 new shares.
The company’s Extraordinary General Meeting approved the merger and financing arrangement described above on 30 October 2015, meaning that the arrangement was binding to the parties as of that date. The Group’s financial standing improved significantly as a result of the arrangement.
At the end of the financial year, Uutechnic Group’s balance sheet total stood at EUR 22.2 million (6.7 million *). Its interest-bearing liabilities totalled EUR 5.5 million (0.0 million), including EUR 2.0 million in equity loans. The Group’s cash flow from operations for the financial year was EUR -0.09 million (-0.6 million).
At the end of the financial year, its equity ratio was 68.0% (88.6%), and its net gearing was 50.5% (-86.0%). Its return on investment (ROI) for the financial year was 13.5% (6.5%), and its return on equity (ROE) was 12.4% (8.1%).
Non-current assets on Uutechnic Group’s balance sheet totalled EUR 11.1 million (0.2 million).
* Because of the reverse acquisition, the comparison figures presented in parentheses refer to Uutechnic Oy’s financial statements for 1 January to 31 December 2014.
EQUITY
In the financial statements for 2014, the equity of Plc Uutechnic Group Oyj, the parent company, stood at EUR -7.8 million. Debt relief and share issues as part of the financing arrangement had a positive effect on its equity. At the end of 2015, the parent company’s equity totalled EUR 11.5 million. The Group’s equity stood at EUR 9.5 million at the end of the financial year.
In conjunction with the financing arrangement, the loans granted by Mikko Laakkonen and Hannu Laakkonen, totalling EUR 2.0 million, were converted into unsecured subordinated loans. These loans are subordinated loans in accordance with chapter 12 of the Limited Liability Companies Act, and their capital repayments and interest payments must meet the conditions provided in the Act. The loans will be repaid as a one-off payment on 31 December 2019. However, the company is entitled to pay early. The annual interest rate on the outstanding loan capital is 4%. Of the total loan capital, EUR 1 million involves a specific right of exchange. To the extent that loan capital remains unpaid on 31 December 2017, the creditors are entitled to convert EUR 1 million of the capital, in part or in full, into shares in the company at a value of EUR 0.25. This right of exchange is based on the authorisation to issue shares that was approved by the company’s Annual General Meeting on 14 April 2015.
Impairment testing showed no impairment of assets.
RESEARCH, PRODUCT DEVELOPMENT AND INVESTMENT
Research and product development expenses are recognized as an annual cost. The Group’s research and development operations focused on the development of customers’ processes.
The Group’s investments in fixed assets for the financial year totalled EUR 0.04 million (0 million) and mainly consisted of minor investments in equipment.
PERSONNEL
Uutechnic Group’s total number of employees was 179 at the end of the financial year, consisting of 13 employees of Uutechnic Oy and 166 employees of the units merged with the Group. The Group had 75 professional and managerial employees and 104 production employees.
AUTHORISATION TO ISSUE SHARES
In line with the Board of Directors’ proposal, the Annual General Meeting of 14 April 2015 authorized the Board to decide on the issue of new shares, as well as on the issue of option rights and other special rights that entitle their holders to subscribe for shares in accordance with chapter 10, section 1 of the Limited Liability Companies Act, in one or more instalments. The Board is authorized to issue a maximum of 10,000,000 new shares, including shares based on special rights. The authorization is valid until 31 May 2016, unless the Board decides to amend or revoke the authorization before that date. In November 2015, the authorization was exercised with regard to 4,000,000 shares in conjunction with the conversion of the loans granted by Hannu Laakkonen and Mikko Laakkonen (special right of exchange).
BOARD OF DIRECTORS, MANAGEMENT AND AUDITORS
Until the Annual General Meeting of 14 April 2015, the Board of Directors of the parent company consisted of Reijo Järvinen (Chairman), Sami Alatalo (Vice Chairman), Toivo (Topi) Karppanen and Mikko Vaahto. At the Annual General Meeting of 14 April 2015, Sami Alatalo (Chairman), Topi Karppanen (Vice Chairman) and Mikko Kilpinen were elected to serve on the Board of Directors.
At the Extraordinary General Meeting of 30 October 2015, Jouko Peräaho and Timo Lindström were elected to replace Topi Karppanen and Mikko Kilpinen, who had resigned. Consequently, the Board of Directors consisted of Jouko Peräaho (Chairman), Sami Alatalo (Vice Chairman) and Timo Lindström.
Topi Karppanen, MSc (Tech.), served as CEO until 31 March 2015. Kalle Rasinmäki, MSc (Tech.), served as CEO from 1 April to 30 November 2015. Martti Heikkilä, MSc (Tech.), has served as CEO since 1 December 2015.
Ernst & Young, Authorised Public Accountants, served as the Group’s auditor, with Erkka Talvinko, APA, as the principal auditor.
The Company adheres to the Finnish Corporate Governance Code 2010/2015 for listed companies (Nasdaq Helsinki). The Group publishes its Corporate Governance Statement as part of its annual report and on its website at www.uutechnicgroup.fi.
SIGNIFICANT RISKS AND UNCERTAINTY FACTORS AND THEIR MANAGEMENT
The demand for Uutechnic Group’s products is dependent on trends and developments in the global economy and the Group’s customer industries, thereby posing a general external risk to its operations. The Group seeks to mitigate the risks arising from changes in demand by targeting its sales operations in line with current trends in various market areas and customer industries.
According to the Board of Directors of the Group’s parent company, other significant risks and uncertainty factors to which the Group is exposed are related to at least the following aspects:
- Turning the Group’s previously loss-making units into profitable units requires the improvement of competitiveness and the achievement of sufficient business operation volumes.
- The acquisition and the related merger of operations approved at the Annual General Meeting of 30 October 2015.
- Part of the Group’s business operations consist of major or large project deliveries. Extensive and complicated projects involve the risk that the future costs and any other risks related to the delivery cannot be estimated sufficiently accurately in the bidding phase. In such cases, the project may prove less profitable than expected.
- Unfavorable changes in the financial markets may have an effect on the Group’s result and the availability of equity and debt financing on competitive terms.
The Group seeks to protect itself against risks using all measures that can reasonably be implemented. These include measures aiming for the improvement of profitability and productivity, training for employees, guidelines and instructions, insurance policies, the critical examination of the terms of conditions of commercial agreements and the continuous, systematic monitoring of operations.
OUTLOOK
The Group seeks to be a globally known and preferred cooperation partner with a good financial standing in selected product and market segments. It aims to grow organically while also considering opportunities for growth through acquisitions.
Its main goal for 2016 is to implement Uutechnic Oy’s corporate culture and performance ability in all of its units and to harmonise operating methods in its subsidiaries. In addition, the Group has introduced an operational efficiency programme, with a goal of EUR 1.5 million in cost savings in comparison to 2015.
The merger and financing agreement had a markedly positive effect on the Group’s business operations. In a challenging market situation, the Group received a significant number of new orders in early 2016, and its order book is at a good level.
The Group’s business units recorded a total of EUR 30.6 million in turnover for 2015. As a result of the positive development of the order book, the total turnover for the Group’s units is expected to increase in 2016, and their total operating result is expected to be positive. The total operating result for the Group’s units for 2015 was negative.
EVENTS AFTER THE END OF THE FINANCIAL YEAR
Ismo Haaparanta was appointed as Deputy CEO of Plc Uutechnic Group Oyj as of 18 January 2016. He is responsible for the Group’s business development and HR management.
The 6,000,000 shares in Plc Uutechnic Group Oyj that were offered in a share issue directed at the owners of Uutechnic Oy, with a total consideration of EUR 1.5 million, were subscribed for and paid on 14 January 2016.
The shares included in the directed issue, a total of 30,000,000 shares (24,000,000 shares paid in kind and 6,000,000 shares paid in cash), were entered into the Finnish Trade Register on 20 January 2016. The owners of these new shares have agreed not to transfer any of the shares until 31 December 2016. As a result of the entry of the shares into the Trade Register, the total number of shares and votes in Plc Uutechnic Group Oyj is 55,963,210 shares and votes as of 20 January 2016.
On 29 January 2016, the company announced that AP-Tela Oy had secured the largest order in its history. The order was placed by Valmet and includes the design and manufacture of 27 massive drying cylinders. The order will be delivered in the fourth quarter of 2016.
On 17 February 2016, the company announced that Japrotek Oy Ab had completed the co-determination negotiations that started on 26 January. During the negotiations, it was decided that the number of employees would be adjusted according to the company’s financial situation and order book. Five employment relationships will be terminated, and any temporary lay-offs will last no more than 90 days.
On 11 February 2016, the company announced that the operating result for Uutechnic Group for 2015 was expected to be positive.
On 26 February 2016, it was announced that Uutechnic Group’s order book had developed favorably since the beginning of the year and was around 50% larger than at the same time in the previous year.
DISTRIBUTION OF DIVIDENDS
The parent company’s profit for the period was EUR 6.8. At the end of the financial year, its distributable funds stood at EUR 6.4. The Board of Directors proposes to the Annual General Meeting that no capital repayment be made and the profit for the period be transferred to the retained earnings account.
ANNUAL GENERAL MEETING
The Annual General Meeting of Plc Uutechnic Group Oyj will be held at Hotel Marski in Helsinki on 28 April 2016 at 1 p.m.
UUTECHNIG GROUP’S CONSOLIDATED FIGURES
Figures are in thousand euros unless stated otherwise. Figures are unaudited.
In the consolidated IFRS financial statements for 2015, Uutechnic Oy is consolidated from 1 January to 31 December and old Vaahto Group is consolidated from 1 November to 31 December. The figures for Uutechnic Oy for 1 January to 31 December 2014 are presented as comparison figures.
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS | ||
| 1 000 EUR | 1.1.-31.12.2015 | 1.1.-31.12.2014 |
| 12 months | 12 months | |
| CONTINIUING OPERATIONS | ||
| NET TURNOVER | 8 859 | 2 294 |
| Change in finished goods and work in progress | -477 | -235 |
| Other operating income | 34 | 47 |
| Material and services | 3 522 | 799 |
| Employee benefit expenses | 2 481 | 828 |
| Depreciations | 137 | 65 |
| Other operating expenses | 1 089 | 430 |
| OPERATING PROFIT OR LOSS | 1 186 | -15 |
| Depreciation, amortiztion and impairment loss of acqisition | 76 | |
| Financing expenses | 300 | |
| PROFIT OR LOSS BEFORE TAXES | 810 | -15 |
| Tax on income from operations | -102 | 4 |
| PROFIT OR LOSS FOR THE FISCAL YEAR FROM THE CONTINUING OPERATIONS | 709 | -11 |
| DISCONTINUING OPERATIONS | ||
| Profit of loss for the fiscal year from the discontinuing operations | 245 | 501 |
| PROFIT OR LOSS FOR THE FISCAL YEAR | 954 | 489 |
| OTHER COMPREHENSIVE INCOME: | ||
| Translation differences | 33 | 0 |
| Other comprehensive income, net of tax | 33 | 0 |
| TOTAL COMPREHENSIVE INCOME | 987 | 489 |
| Earnings per share calculated on profit attributable to equity holders of the parent: | ||
| EPS undiluted, euros/share, continuing operations | 0,02 | 0,00 |
| EPS diluted, euros/share, continuing operations | 0,02 | 0,00 |
| EPS undiluted, euros/share, cdisontinuing operations | 0,01 | 0,02 |
| EPS diluted, euros/share, discontinuing operations | 0,01 | 0,02 |
| EPS undiluted, euros/share | 0,03 | 0,02 |
| EPS diluted, euros/share | 0,03 | 0,02 |
| Average number of shares | ||
| -undiluted | 29 516 938 | 24 000 000 |
| -diluted | 29 516 938 | 24 000 000 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS | ||||
| 1 000 EUR | 1.1.-31.12.2015 | 1.7.-31.12.2014 | 1.1.-30.06.2015 | 1.1.-31.12.2014 |
| 12 months | 6 months | 6 months | 12 months | |
| CONTINIUING OPERATIONS | ||||
| NET TURNOVER | 8 859 | 2 294 | 1 681 | 2 294 |
| Change in finished goods and work in progress | -477 | -235 | 52 | -235 |
| Other operating income | 34 | 47 | 12 | 47 |
| Material and services | 3 522 | 799 | 705 | 799 |
| Employee benefit expenses | 2 481 | 828 | 450 | 828 |
| Depreciations | 137 | 65 | 26 | 65 |
| Other operating expenses | 1 089 | 430 | 186 | 430 |
| OPERATING PROFIT OR LOSS | 1 186 | -15 | 378 | -15 |
| Depreciation, amortiztion and impairment loss of acqisition | 76 | |||
| Financing expenses | 300 | 0 | 0 | 0 |
| PROFIT OR LOSS BEFORE TAXES | 810 | -15 | 378 | -15 |
| Tax on income from operations | -102 | 4 | -82 | 4 |
| PROFIT OR LOSS FOR THE FISCAL YEAR FROM THE CONTINUING OPERATIONS | 709 | -11 | 297 | -11 |
| DISCONTINUING OPERATIONS | ||||
| Profit of loss for the fiscal year from the discontinuing operations | 245 | 501 | 185 | 501 |
| PROFIT OR LOSS FOR THE FISCAL YEAR | 954 | 489 | 482 | 489 |
| CONSOLIDATED BALANCE SHEET, IFRS | ||
| 1 000 EUR | 31.12.2015 | 31.12.2014 |
| ASSETS | ||
| NON-CURRENT ASSETS | ||
| Intangible assets | 277 | 11 |
| Goodwill | 5 156 | |
| Tangible assets | 5 658 | 162 |
| Available for sale investments | 25 | |
| NON-CURRENT ASSETS | 11 115 | 173 |
| CURRENT ASSETS | ||
| Inventories | 2 684 | 219 |
| Trade receivables and other receivables | 1 223 | 279 |
| Current receivables for revenue recognized in part prior to project completion | 6 478 | |
| Tax receivable, income tax | 31 | |
| Cash and bank | 679 | 87 |
| CURRENT ASSETS | 11 063 | 616 |
| NON-CURRENT ASSETS HELD FOR SALE | 0 | 5 871 |
| ASSETS | 22 179 | 6 660 |
| SHAREHOLDERS’ EQUITY | ||
| SHAREHOLDERS’ EQUITY | ||
| Share capital | 2 872 | 17 |
| Share premium account | 6 | |
| Fair value reserve and other reserves | 6 120 | |
| Translation differences | 33 | |
| Retained earnings | 6 126 | 5 872 |
| Retained earnings to be transferred to uncontinued business | -5 654 | |
| SHAREHOLDERS’ EQUITY | 9 504 | 5 889 |
| NON-CURRENT LIABILITIES | ||
| Deferred tax liability | 525 | |
| Subordinated loans | 2 000 | |
| Long-term liabilities, interest-bearing | 2 000 | |
| Non-current provisions | 263 | |
| NON-CURRENT LIABILITIES | 4 788 | 0 |
| CURRENT LIABILITIES | ||
| Short-term liabilities, interest-bearing | 1 482 | |
| Trade payables and other liabilities | 6 360 | 575 |
| Tax liability, income tax | 10 | |
| Current provisions | 35 | 23 |
| CURRENT LIABILITIES | 7 887 | 598 |
| LIABILITIES OF DISPOSAL GROUP HELD FOR SALE | ||
| Interest-free liabilities held for sale | 0 | 174 |
| LIABILITIES OF DISPOSAL GROUP HELD FOR SALE | 0 | 174 |
| EQUITY AND LIABILITIES | 22 179 | 6 660 |
| CONSOLIDATED FLOW OF FUNDS STATEMENT, IFRS | ||
| 1 000 EUR | 1.1.-31.12.2015 | 1.1.-31.12.2014 |
| FLOW OF FUNDS FROM OPERATIONS: | ||
| Profit or loss before taxes, continuing operations | 810 | -15 |
| Profit or loss before taxes, discontinued operations | 306 | 602 |
| Adjustments: | ||
| Depreciations | 151 | 95 |
| Depreciation, amortiztion and impairment loss of acqisition | 76 | 0 |
| Other income and expenses, no payment related | -499 | -538 |
| Forgivness of loans | 0 | 0 |
| Financing income and expenses | 91 | -106 |
| Flow of funds from operations before the change in working capital | 936 | 38 |
| Change in working capital: | 0 | 0 |
| Change in short-term receivables | -745 | -90 |
| Change in inventories | 297 | -451 |
| Change in short-term non-interest-bearing creditors | -602 | -199 |
| Flow of funds from operations before financial items and taxes | -115 | -702 |
| Interests and other financial expenses from operations paid | -49 | -76 |
| Dividends received | 0 | 0 |
| Interests and other financial income received | 246 | 181 |
| Income taxes paid | -176 | -17 |
| FLOW OF FUNDS FROM OPERATIONS | -94 | -613 |
| FLOW OF FUNDS FROM INVESTMENTS: | ||
| Investments in tangible and intangible assets | -42 | |
| Income from sales of tangible and intangible assets | 25 | |
| FLOW OF FUNDS FROM INVESTMENTS | -16 | 0 |
| FLOW OF FUNDS FROM FINANCIAL ITEMS: | ||
| Share issue | 1 500 | |
| Dividends paid | -700 | -650 |
| Repayments of short-term loans | -2 750 | |
| Withdrawals of long-term loans | 2 000 | |
| FLOW OF FUNDS FROM FINANCIAL ITEMS | 50 | -650 |
| Change of liquid funds | -61 | -1 263 |
| Liquid assets at the beginning of the fiscal year | 587 | 1 850 |
| Liquid assets received in connection with the aquisition | 438 | |
| Liquid assets to be transferred to uncontinued operations | -286 | |
| Liquid assets at the end of the fiscal year | 679 | 587 |
| Change in liquid assets according to the balance sheet | -61 | -1 263 |
| CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY, IFRS | |||||||
| 1 000 EUR | |||||||
| Change in shareholders’ equity 1.1.-31.12.2015 | Share capital | Share premium account | Unrestricted equity reserve | Reserve fund | Translation differences | Retained earnings | Total |
| Shareholders’ equity at the beginning of the fiscal period | 17 | 0 | 0 | 0 | 0 | 5 872 | 5 889 |
| Comprehensive income: | |||||||
| Profit or loss for the period | 954 | 954 | |||||
| Translation differences | 33 | 33 | |||||
| Total comprehensive income | 0 | 0 | 0 | 0 | 33 | 954 | 987 |
| Transactions with owners: | |||||||
| Dividend distribution | -700 | -700 | |||||
| Share issue | 1 500 | 1 500 | |||||
| Share exchange | 7 680 | 7 680 | |||||
| Transaction costs for equity | -159 | -159 | |||||
| Items due to reverce aquisition | 2 855 | 6 | -2 901 | -40 | |||
| Items to be transferred with the merger | -5 654 | -5 654 | |||||
| Transactions with owners total | 2 855 | 6 | 6 120 | 0 | 0 | -6 354 | 2 627 |
| Shareholders’ equity at the end of the fiscal period | 2 872 | 6 | 6 120 | 0 | 33 | 472 | 9 504 |
| Change in shareholders’ equity 1.1.-31.12.2014 | Share capital | Share premium account | Unrestricted equity reserve | Reserve fund | Translation differences | Retained earnings | Total |
| Shareholders’ equity at the beginning of the fiscal period | 17 | 0 | 0 | 0 | 0 | 6 033 | 6 050 |
| Comprehensive income: | |||||||
| Profit or loss for the period | 489 | 489 | |||||
| Translation differences | 0 | ||||||
| Total comprehensive income | 0 | 0 | 0 | 0 | 0 | 489 | 489 |
| Transactions with owners: | 0 | ||||||
| Dividend distribution | -650 | -650 | |||||
| Transactions with owners total | 0 | 0 | 0 | 0 | 0 | -650 | -650 |
| Shareholders’ equity at the end of the fiscal period | 17 | 0 | 0 | 0 | 0 | 5 872 | 5 889 |
| KEY FIGURES | ||
| The business indicators | 2015 | 2014 |
| 1 000 EUR | 12 months | 12 months |
| IFRS | IFRS | |
| Turnover, continuing operations | 8 859 | 2 294 |
| Change in turnover, % | 286 | |
| Operating profit/loss, continuing operations | 1 186 | -15 |
| % of turnover | 13,4 | -0,7 |
| Profit/Loss before taxes, continuing operations | 810 | -15 |
| % of turnover | 91,5 | -6,7 |
| Profit or loss for the period fron the discontinuing operations | 245 | 501 |
| Earnings per share calculated on profit attributable to equity holders of the parent | 987 | 489 |
| % of turnover | 11,1 | 21,3 |
| Return on equity (ROE), % 2) | 12,4 | 8,1 |
| Return on investment (ROI), % 2) | 13,5 | 6,5 |
| Equity ratio, % | 68,0 | 88,6 |
| Current ratio | 1,4 | 1,5 |
| Gearing | 50,5 | -86,0 |
| Gross investments in fixed assets | 41 | 0 |
| % of turnover | 0,5 | 0,0 |
| Order backlog, continuing operations | 11 680 | 1 612 |
| Consolidated balance sheet total | 22 179 | 6 660 |
| Total number of personnel at the end of the period | 179 | 14 |
| Share related information | 2015 | 2014 |
| 12 months | 12 months | |
| IFRS | IFRS | |
| Earning per share (EPS), euros 2) | 0,03 | 0,0 |
| Shareholders’ equity per share, euros | 0,17 | 0,3 |
| Dividend per share, euros 3) | 0 | 0,0 |
| Dividend payout, % | 0 | 0,0 |
| Effective dividend return, % | 0 | 0,0 |
| Price earnings ratio (P/E) | 12,3 | 15,7 |
| Number of shares outstanding at the end of the period (1 000) | 55 963 210 | 24 000 000 |
| Number of shares outstanding, average (1 000) |
29 516 938 | 24 000 000 |
| 2) The Earning per Share (EPS) includes also the profit of loss of the discontinuing operations. | ||
| 3) Proposal by the Board | ||
| SECURITIES AND RESPONSIBILITIES | ||
| EUR | ||
| 31.12.2015 | 31.12.2014 | |
| Granted securities | ||
| Dept secured by real estate and corporate mortgages | ||
| Loans from financial instititions and | 2 267 | |
| Credit limits in use | 1 375 | |
| Total | 3 641 | |
| Loans from financial institutions are secured by real estate and corporate mortgatges and share pledges. Share pledges are the share capitals of Plc Uutechnic Group Oyj’s subsidiaries. | ||
| Mortgages granted to secure loans and bank guarantees | ||
| Real estate mortgages | 4 743 | 400 |
| Corporate mortgages | 17 238 | 679 |
| Total | 21 981 | 1 079 |
| Other granted secirities for own behalf | ||
| Deposits | 9 | |
| Total | 9 | 0 |
| Other granted securities | ||
| Plc Uutechnic Group Oyj has granted as secirities the share capitals of its subsidiaries AP-Tela Oy, Japrotek Oy, Uutechnic Oy and Stelzer Rührtechnik International GmbH. | ||
| Contignent Liabilities and Other Liabilities | ||
| Bank quarantees | ||
| Bank guarantee limits total | 7 443 | |
| Bank guarantee limits in use | 5 075 | |
| Operating lease agreements | ||
| Within a year | 23 | |
| More than one year but no more than 5 years | 27 | |
| Total | 50 | 0 |
| Operating lease contracts consist mainly of short-term leasing contracts for IT equipment and sotware. The terms and condidtions are of leasing agreements correspond to those of normal operational leasing agreements. | ||
| Arrangements according to IFRIC 4 | ||
| The Group has no arrangements meant in IFRIC 4. | ||
| Other rent agreements | ||
| The Group has rented production and office buildings for tis use with various types of terminable rental agreements. | ||
| Rent liabilities | ||
| Within a year | 552 | |
| Moren than one year but no more than 5 years | 2 209 | |
| Later | 3 134 | |
| Total | 6 447 | 0 |
| Other contingent liabilities | ||
| Granted guarantees to customers and creditors | 50 | |
| Guarantees granted to secure bank guarantee limit | 7 443 | |
| Guarantees granted to secure bank loans | 3 641 | |
| Guarantees granted to secure rent guarantees | 410 | |
| Total | 11 495 | 0 |
Figures are in thousand euros unless stated otherwise. Figures are unaudited.
In Uusikaupunki March 11, 2016
PLC UUTECHNIC GROUP OYJ
Board of Directors
Information:
Jouko Peräaho, Chairman of the Board of Directors, Plc Uutechnic Group Oyj, +358 500 740808