REVIEW OF VAAHTO GROUP PLC OYJ’S FINANCIAL STATEMENTS 27 FEBRUARY 2015 AT 09:30
REVIEW OF VAAHTO GROUP’S FINANCIAL STATEMENTS FOR 1 JANUARY–31 DECEMBER 2014
Development of business operations
Vaahto Group’s turnover from continuing operations during the fiscal period ending in December 2014 was 20.3 M euros (comparative: 32.2 M euros) and operating loss 1.5 M (operating profit of 1.4 M euros).
Turnover and operative result decreased compared to previous year. Decrease is due to general market situation continuing challenging. Administrative costs of the group are allocated to smaller amount of business operations than earlier, which weakens the result. Results of the ongoing cost adjustment program are becoming visible already during fiscal year 2015.
Order book for the continuing operations at the end of the fiscal period was 9.3 M euros (5.8 M euros). Despite the challenging market situation, order book increased significantly compared to previous year. New significant orders that will be delivered during year 2015 especially in Japrotek Vessels business are increasing the order book.
After the end of the fiscal period, Vaahto Group announced on 16 February 2015 of the arrangement with its major creditors. The purpose of the arrangement is the strengthening of the company’s financial standing and the securing of the continuance of the company’s operations. By the agreement, the creditors have undertaken to forgive the company’s debts in an amount of 3.9 M euros, to convert the debts to subordinated capital loans in an amount of 1.2 M euros and to grant the company a repayment holiday on such creditors’ receivables until 30 June 2016. At the same time, Vaahto Group issued 10,000,000 new shares at a subscription price of 0.25 euros per share in a targeted share issue.
As part of the stabilization of the financial situation, Vaahto Group starts cost and operations adjusting program. Target of the program is to cut annual costs by over 0.8 M euros. Program will be executed during year 2015 and costs of the program will be 0.4 M euros, at the most. Targeted annual savings of 0.8 M will be fully visible during year 2016.
In February 2014, Vaahto Group announced to divest or discontinue operations of the unprofitable Paper Technology business in its entirety and to focus on the Process Technology business, in accordance to the group strategy. The sale of the Service business, which was classified as discontinued operations on financial statements 31.12.2013, was completed on 26 September 2014. Vaahto Paper Technology Ltd’s 47 employees in Tampere transferred to the new employer in the sale of the business. By the selling of the Service-business, Vaahto Group implemented the new strategy outlined by the Board of Directors.
On 30 June 2014, the Board of Directors resolved to present AP-Tela Oy as discontinued operations in the interim report. Thus, the entire Vaahto Paper Technology -segment has been sold or classified as discontinued operations. Vaahto Group reports in one segment, which consists of Vaahto Process Technology business.
The effect of discontinued operations on profit/loss is shown on its own line, separately from continuing operations. Earlier, the group’s overhead costs have been allocated also to operations now discontinued. As the costs will no longer be allocated to discontinued operations, they affect solely continuing operations. As the volume of the continuing operations reduces, the relative effect of these costs has increased.
Vaahto Process Technology
Vaahto Process Technology business includes all of the company’s continuing operations. Turnover from the business during the fiscal period ending in December 2014 was 20.3 M euros (comparative: 32.2 M euros) and operating loss 1.5 M (operating profit of 1.4 M euros).
Vaahto Process Technology business is divided into two business areas: Japrotek Vessels and Stelzer Mixing Technology. Japrotek Vessels designs and manufactures demanding vessel structures for process industry as well as complete vessel and agitator combinations. Stelzer Mixing Technology focuses on the mixing technology for process industry and related maintenance services.
Fiscal year 2014 for Japrotek Vessels was challenging due to general market situation. However, order book increased compared to fiscal year 2013 despite the customers postponing their investment decisions to year 2015. Japrotek Vessels acquired new orders of which the most significant are delivery of a leaching autoclave to a customer in Finland and a crystallization plant to Kemira in Brazil. Deliveries are demanding process industry structures in which Japrotek’s expertise on titanium processing and insight into customer’s processes are at their best. The installations will both be handed over during the summer 2015.
During the fiscal year 2014 Stelzer Mixing Technology business area faced challenges on two important market areas: China and food industry. Customers postponed their investments on new projects. However, the number of new orders received was on a same level than previous fiscal year. At the end of the fiscal year 2014 Stelzer got an order of a biggest single agitator in its history. Agitator will be designed and manufactured at Stelzer’s factory at Warburg Germany and handed over to a customer in chemical industry in Asia during year 2015.
Vaahto Group focuses on Process Technology business. The deployment of the strategy has begun and continues also during year 2015. Japrotek Vessels focuses on demanding applications for process industry and vessel-agitator combinations. Stelzer Mixing Technology focuses on agitator solutions especially for chemical and food industries and seeks growth from new market areas.
The cash flow from the Group’s business operations was 1.5 M euros (-2.4 M euros), and the cash flow from investments made during the financial year was 0.7 M euros (0.3 M euros). At the end of the fiscal period, the total amount of interest-bearing debt was 8.8 M euros (18.4 M euros). The Group’s consolidated balance sheet total was 13.3 M euros (23.6 M euros).
Loans from credit-institutions entail re-payment covenants linked to the Group’s solvency ratio. The year-end accounts of 31 December 2014 are in breach of a covenant. After the end of the 2014 financial period the Group has made an agreement of the loans and covenants as part of the financial arrangement.
Vaahto Group was provided with a grace period for loans from financial institutions for fiscal year 2014. Conditions of the financing agreement for 2014 were met during the first quarter and the Group received a debt relief totaling 3 million euros; 2.7 million euros for the parent company and 0.3 million euros for Vaahto Paper Technology Ltd.
Vaahto Group Plc Oyj’s subsidiary Vapate Oy (former Vaahto Paper Technology Ltd) filed for bankruptcy on 30 October 2014. The loans of Vapate Oy matured in the bankruptcy. The parent company has secured loans for the financiers of the company. These loans, amounting to 3.8 M euros, parent company has reserved in the financial statements for 2014.
After the end of the fiscal year 2014 on 16 February 2015 Vaahto Group Plc Oyj has made an agreement with its major creditors of an arrangement in which the creditors have undertaken to forgive the company’s debts in an amount of 3.9 M euros, to convert the debts to subordinated capital loans in an amount of 1.2 M euros and to grant the company a repayment holiday on such creditors’ receivables until 30 June 2016. At the same time, Vaahto Group issues 10,000,000 new shares at a subscription price of EUR 0.25 per share in a targeted share issue.
As part of the stabilization of the financial situation, Vaahto Group starts cost and operations adjusting program. Target of the program is to cut annual costs by over 0.8 M euros. Program will be executed during year 2015 and costs of the program will be 0.4 M euros, at the most. Targeted annual savings of 0.4 M euros will be fully visible during year 2016.
Arrangement is improving Group’s financial and liquidity situation significantly and the situation has been stabilized until the end of the first half of the year 2016. However, the liquidity of the Group remains tight and sufficiency of the working capital is followed actively with cash flow forecasts.
The Group’s capital expenditure during the period under review came to 0.3 M euros (0.9 M euros). Investments went to minor machine and equipment investments.
Earlier reported environmental affairs have related to the work required by the company’s environmental permit for the processing of drainage water on the courtyard of the Hollola plant. Plant was sold during fiscal year 2014 and also the environmental obligations have transferred to the new owner.
Research and development
The Group’s research and development activities focused on the productization of Vaahto Process Technology business area’s range of service solutions.
The average number of personnel employed by the continuing operations of the Group during the period under review was 216 (256). With the sale of the Service business, 47 people transferred to the new employer.
Risks and uncertainty factors
Demand for Vaahto Group’s products is highly dependent on economic developments and other trends in both the global economy and the Group’s main customer industries. The risks created by fluctuations in demand are addressed through adaptation of the Group’s sales operations to current trends in the relevant market areas and customer industries.
Especially Japrotek’s large-scale projects entail the risk of inaccurate assessment of project costs and other risks inherent to projects in the tender stage, which may cause a project’s financial result to be lower than expected. To keep the risks involved in large-scale projects under control, the Group employs several means, such as multiple quality-management systems, profitability analyses, operation guidelines, and approval procedures.
The objective of the efforts to manage the Group’s financing risks is to minimize the negative impact of changes in financial markets on the Group’s result and to ensure the availability of internal and external funding on competitive terms.
The risk of property losses, consequential losses, and liability losses caused by business operations is addressed by means of appropriate insurance arrangements.
With the financial arrangement agreed after the end of the fiscal year and the cost adjustment program, the group’s finance is secured on a medium-term. Along with the arrangement, security limits and liquidity are at the level that doesn’t limit the development of the business. However the working capital situation will be tight and its adequacy shall be actively monitored.
Directed share issue
On 10 March 2014, the board of directors of Vaahto Group Plc resolved to issue up to 2,000,000 new shares in a directed share issue based on an authorization by the general meeting of shareholders on 10 April 2013.
In the share issue, the 10 largest shareholders had a subscription right. The basis for the deviation from the pre-emptive subscription right was, according to the resolution to issue shares, the strengthening of the company’s financial standing and the securing of the continuance of the company’s operations. In the share issue, Hannu Laakkonen subscribed for 1,000,000 shares and Mikko Laakkonen subscribed for 1,000,000 shares. The subscription price per share for all the shares was 0.52 euro. The subscription price was determined on the basis of bids received by the company.
The issued new shares have been registered with the Trade Register on 31 March 2014. Subsequent to the share issue, the total number of shares in the company and the number of votes carried by the shares is 5,977,360. The issued new shares represent 33.5% of the total amount of shares of the company. The issued new shares carry shareholder rights in the company from the date of registration with the Trade Register.
The company will apply for the listing of the shares at the latest within one year from the issuance of the shares. In connection with the application, the company will publish a listing prospectus in accordance with the Finnish Securities Market Act and the EU Prospectus Regulation.
After the end of the fiscal period on 15 February 2015, along with the arrangement agreed with creditors, the board of directors of Vaahto Group Plc resolved to issue up to 10,000,000 new shares in a targeted share issue at a subscription price of EUR 0.25 per share. Investors subscribed all the shares issued.
In the financial statements 2013, the equity of the parent company Vaahto Group Plc Oyj was negative by 4.3 million euros. The issue of the new shares in the first quarter of 2014 as well as the waiver of loans had a positive impact on the equity of the parent company. Along with the classification of AP-Tela Oy as discontinued operations on 30 June 2014, the parent company impaired the shares of AP-Tela, which lowered the equity of the parent company. In the financial statements 2014, provisions related to the loans of subsidiary Vapate Oy, which the parent company has secured and have matured in the bankruptcy of Vapate Oy, are lowering the equity of the company. On 31 December 2014, the equity of the company was 7.8 M euros negative.
The arrangement agreed with creditors after the end of the fiscal year 2014 has a positive impact on the equity of the company. Targeted share issue has a positive impact of 2.5 M euros and the debt relief of 3.9 M euros. Also, 1.2 M euros of debt will be converted to subordinated loan to stabilize the capital structure of the company. Above-mentioned arrangements will be fulfilled during the first quarter of the year 2015.
Authorization to decide on a share issue
On 15 April 2014, the Annual General Meeting authorized the Board to decide on an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.
The authorization was not used during fiscal year 2014. After the end of the fiscal period, along with the arrangement agreed with creditors, the board of directors of Vaahto Group Plc resolved to issue up to 10,000,000 new shares in a targeted share issue at a subscription price of EUR 0.25 per share. The subscription price was determined based on negotiations between the company and the investors.
In determining the subscription price the financial standing of the company and opportunities for alternative means of financing have been taken into account. Due to the company’s critical liquidity situation and the demands of the company’s creditors, it would not have been possible to continue the company’s operations without an equity injection of at least than 2.5 M euros. Based on negotiations with investors, it has become clear that it would not have been possible for the company to attract new equity financing on terms more favourable to the company.
It has not been possible for the company to implement a rights issue while retaining its solvency. Thus the continuance of the company’s operations has necessitated implementing the share issue as a targeted share issue. Pursuant to the share issue resolution, the grounds for deviating from the pre-emptive subscription rights of the shareholders were the strengthening of the company’s financial standing and the securing of the continuance of the company’s operations.
Shares have been paid to the company in cash on 18 February 2015. After having received the subscription payments, the company will file an application to have the shares registered with the Trade Register. The company will apply for the listing of the shares at the latest within one year from the issuance of the shares. In connection with the application, the company will publish a listing prospectus in accordance with the Finnish Securities Market Act and the EU Prospectus Regulation.
The Annual General Meeting held on 15 April 2014 nominated the following persons as members of the Vaahto Group Plc Oyj Board of Directors:
Reijo Järvinen, chairman
Sami Alatalo, deputy chairman
Topi Karppanen, member
Mikko Vaahto, member
Vaahto Group’s CEO until 15 January 2014 was Ari Viinikkala. Vesa Alatalo served as CEO from 16 January 2014 to 31 August 2014. Topi Karppanen has served as acting CEO starting on 1 September 2014. Karppanen has been a member of the Board of Vaahto Group Plc Oyj since 2010.
The Group’s accounts have been audited by certified auditing company Ernst & Young Oy. The head auditor was Erkka Talvinko, Certified Public Accountant.
The Company follows the 2010 Corporate Governance Code issued for companies listed on the NASDAQ OMX Helsinki exchange. A report on the Group management and steering system is available on the Group’s Web site.
Demand for Vaahto Group’s products and its financial situation both are highly dependent on global economic developments and other trends affecting its customer industries. Market situation for Vaahto Process Technology remains challenging. However, the order book is at a good level. Number of offers has increased significantly and the amount of investment decisions is expected to grow again during the spring 2015. The reached stabilization arrangement improves the possibilities of the company in the competitive biddings.
During fiscal year 2014, the group deployed the strategy outlined by the board, according to which the company focuses on Process Technology business. Actions made for the deployment of the strategy and financing arrangement reached after the end of the fiscal year 2014, together with the cost adjustment program, are expected to improve the operative result of the company during fiscal year 2015.
Along with the financing arrangement reached after the end of the fiscal year 2014, together with the cost adjustment program, continuity of the operations of the company are estimated to be secured in a medium-term.
Developments since the end of the financial year
Vaahto Group has on 16 February 2015 agreed with its major creditors on an arrangement the purpose of which is the strengthening of the company’s financial standing and the securing of the continuance of the company’s operations. At the same time, Vaahto Group issued 10,000,000 new shares at a subscription price of EUR 0.25 per share in a targeted share issue.
By the agreement, the creditors have undertaken to forgive the company’s debts in an amount of 3.9 M euros, to convert the debts to subordinated capital loans in an amount of 1.2 M euros and to grant the company a repayment holiday on such creditors’ receivables until 30 June 2016.
Vaahto Group starts cost and operations adjusting program to stabilize the financial situation. Target of the program is to cut annual costs by over 0.8 M euros. Program will be executed during year 2015 and costs of the program will be 0.4 M euros, at the most. Targeted annual savings of 0.8 M will be fully visible during year 2016.
As part of the stabilization of the financial situation, the Board of Directors of Vaahto Group has decided to move operations of headquarters from Lahti to Japrotek Oy Ab’s office in Pietarsaari by 30 August 2015. The cost of the move of the headquarters is included in the estimated costs of the program.
Distribution of profit
The parent company made a business loss of 4,589,342.49 euros, and the company has no distributable funds.
The Board of Directors proposes to the Annual General Meeting that no dividends be distributed and that the loss be covered with funds from the profit account.
The General Meeting of Shareholders
The General Meeting of Shareholders of Vaahto Group Plc Oyj will be held in Sibelius Hall, Lahti, on 14 April 2015, at 13:00.
Vaahto Group’s interim management statement
Instead of an interim report for the first quarter of the 2014 financial year, Vaahto Group Plc Oyj will publish the Interim Management Statement on 13 May 2015.
VAAHTO GROUP CONSOLIDATED FIGURES
|CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS|
|1 000 EUR|
|Change in finished goods and work in progress|
|Other operating income|
|Material and services|
|Employee benefit expenses|
|Other operating expenses|
|OPERATING PROFIT OR LOSS|
|PROFIT OR LOSS BEFORE TAXES|
|Tax on income from operations|
|PROFIT OR LOSS FOR THE FISCAL YEAR FROM THE CONTINUING OPERATIONS|
|Profit of loss for the fiscal year from the discontinuing operations|
|PROFIT OR LOSS FOR THE FISCAL YEAR|
|OTHER COMPREHENSIVE INCOME:|
|Other comprehensive income, net of tax|
|TOTAL COMPREHENSIVE INCOME|
|Earnings per share calculated on profit attributable to equity holders of the parent:|
|EPS undiluted, euros/share, continuing operations|
|EPS diluted, euros/share, continuing operations|
|EPS undiluted, euros/share, cdisontinuing operations|
|EPS diluted, euros/share, discontinuing operations|
|EPS undiluted, euros/share|
|EPS diluted, euros/share|
|Average number of shares|
5 484 209
3 977 360
5 484 209
3 977 360
CONSOLIDATED BALANCE SHEET, IFRS
|1 000 EUR|
|Shares in affiliated companies|
|Available for sale investments|
|Trade receivables and other receivables|
|Current receivables for revenue recognized in part prior to project completion|
|Cash and bank|
|NON-CURRENT ASSETS HELD FOR SALE|
|Share premium account|
|Fair value reserve and other reserves|
|Deferred tax liability|
|Long-term liabilities, interest-bearing|
|Short-term liabilities, interest-bearing|
|Trade payables and other liabilities|
|Tax liability, income tax|
|LIABILITIES OF DISPOSAL GROUP HELD FOR SALE|
|Interest-bearing liabilities held for sale|
|Interest-free liabilities held for sale|
|LIABILITIES OF DISPOSAL GROUP HELD FOR SALE|
|EQUITY AND LIABILITIES|
KEY FIGURES, IFRS
|Equity ratio, %|
|Gross investments in fixed assets|
|Order book, continuing operations|
|Total number of personnel (average)|
|Earnings per share (EPS), euros 1)|
|1) The Earning per Share (EPS) includes also the profit of loss of the discontinuing operations.|
CONSOLIDATED FLOW OF FUNDS STATEMENT, IFRS
|1 000 EUR|
|FLOW OF FUNDS FROM OPERATIONS:|
|Profit or loss before taxes|
|Unrealized foreign exchange gains and losses|
|Other income and expenses, no payment related|
|Financing income and expenses|
|Flow of funds from operations before the change in working capital|
|Change in working capital:|
|Change in short-term receivables|
|Change in inventories|
|Change in short-term non-interest-bearing creditors|
|Flow of funds from operations before financial items and taxes|
|Interests and other financial expenses from operations paid|
|Interests and other financial income received|
|Income taxes paid|
|FLOW OF FUNDS FROM OPERATIONS|
|FLOW OF FUNDS FROM INVESTMENTS:|
|Investments in tangible and intangible assets|
|Income from sales of tangible and intangible assets|
|FLOW OF FUNDS FROM INVESTMENTS|
|FLOW OF FUNDS FROM FINANCIAL ITEMS:|
|Withdrawals of short-term loans|
|Repayments of short-term loans|
|Withdrawals of long-term loans|
|Repayments of long-term loans|
|FLOW OF FUNDS FROM FINANCIAL ITEMS|
|Change of liquid funds|
|Liquid assets at the beginning of the fiscal year|
|Liquid assets at the end of the fiscal year|
|Change in liquid assets according to the balance sheet|
|SECURITIES AND RESPONSIBILITIES|
|1 000 EUR|
|Debt secured by real estate and corporate mortgages|
|Loans from financial institutions and pension loans|
|Credit limits in use|
|Loans from financial institutions are secured by real estate and corporate mortgages and share pledges. Other loans are secured by share pledges and bank deposits. Share pledges are the share capitals of Vaahto Group Plc Oyj’s subsidiaries.|
|Mortgages granted to secure loans and bank guarantees|
|Real estate mortgages|
|Mortgages granted to secure the bank guarantee limit|
|Corporate mortgages granted to secure the bank guarantee limit|
|Other granted securities for own behalf|
|Other granted securities|
|Vaahto Group Plc Oyj has granted as securities the share capitals of its subsidiaries Japrotek Oy Ab, AP-Tela Oy and Stelzer Rührtechnik International GmbH.|
|Contingent liabilities and other liabilities|
|Bank guarantee limits total|
|Bank guarantee limits, used|
|Operating lease agreements|
|Within a year|
|More than one year but no more than 5 years|
|Contracts other than financial leasing contracts consist mainly of short-term leasing contracts for IT equipment and software.The terms and conditions 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 its use with various types of terminable rental agreements.|
|Within a year|
|More than one year but no more than 5 years|
|Other contingent liabilities|
|Granted guarantees to customers and creditors|
|Guarantees granted to secure bank guarantee limit|
|Guarantees granted to secure bank loans|
|Guarantees granted to secure guarantee insurances|
|Guarantees granted to secure rent guarantees|
Figures are in thousand euros unless stated otherwise. Figures are unaudited.
Lahti 27 February 2015
VAAHTO GORUP PLC OYJ
Board of Directors
Reijo Järvinen, Chairman of the Board of Directors, Vaahto Group Plc Oyj, +358 400 715968
Topi Karppanen, CEO, Vaahto Group Plc Oyj, +358 40 5001957