Quarterly Report • Dec 14, 2017
Quarterly Report
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Proposal for the distribution of profits: The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.04 per share be paid for the past financial period.
"During the last quarter of the review period, the total net sales of the investments increased by 34% from the reference period. As in previous quarters, the most significant factor influencing the growth of net sales was the impact of Grano's corporate acquisitions, but growth was also wide-ranging in other segments. Net sales increased in seven of the eight investments.
EBIT for the final quarter of the period increased from MEUR 2.9 in the reference period to MEUR 3.2, although the result was significantly weighed down by the unusually large expenses related to the corporate acquisitions. As a result, the profitability of the investment targets developed largely as expected over the course of the review period. However, we will continue measures to improve Megaklinikka's profitability and ensure an upturn in Grano's bottom line.
During the review period, Grano acquired the business operations of Brand Factory Finland Oy and Lönnberg Painot Oy. After the corporate acquisitions, Grano initiated efforts to carry out the identified streamlining and integration measures. The operational restructuring and streamlining measures target about MEUR 4 in annual cost savings, slightly less than half of which are estimated to be realized in the 2018 financial year.
During the review period, Panostaja invested in wireless technology by purchasing a majority holding in CoreHW Oy, a company designing high-performance electronics. In addition to a profitable and modern core business, the company has excellent opportunities for productization. We find the opportunities afforded by high-level technological expertise to be extremely interesting as equipment and applications utilizing the Internet of Things are becoming more commonplace.
Activity on the corporate acquisition market has continued on a good level, and the supply of new investments has been active. However, there is a large amount of investment capital on the market and the competition for investments is fierce. When investing through our own balance, our flexible operating model gives us the opportunity to assess our corporate acquisition strategy according to the market situation. We will continue to actively explore interesting investments, but we will also carefully consider and assess every opportunity for a corporate acquisition. Moreover, we feel that the active market situation provides an excellent opportunity to investigate a number of select divestment opportunities."
Grano is Finland's leading content and marketing services company
Grano's net sales for the review period stood at MEUR 33.6, growth from the corresponding period being 47%. The key reasons for the increase in net sales were Lönnberg Painot Oy, which was acquired in September, and Oy Fram Ab, Kuopion Neon2 Oy and the business operations of Brand Factory Finland Oy, which were purchased earlier in the year. Grano's EBIT for the fourth quarter was at the level of the corresponding period in the previous year, standing at MEUR 1.9.
There were significant differences in net sales development of various services and segments. Among the business operations, the large prints segment is growing fastest and construction services are also in demand. As a whole, the demand for Grano has perked up, but there are still significant monthly fluctuations.
Despite the strong growth in net sales, the fourth quarter EBIT remained at the level of the previous year. The result was encumbered by MEUR 0.5 in corporate acquisition costs and MEUR 0.4 in provisions for employeremployee negotiations. The result was also weighed down by marketing investments and the development of electronic services. During the review period, some previously subcontracted operations were insourced thanks to the Lönnberg acquisition, which improved the profitability of the review period.
According to its growth strategy for the period, Grano acquired the business operations of Brand Factory Finland Oy and Lönnberg Painot Oy. In the fall, efforts were made to eliminate the overlaps resulting from the corporate acquisitions through wide-ranging employer-employee negotiations within the company. The impact of the negotiations that ended in October 2017 on human resources is estimated to be approximately 100 personyears. The operational restructuring and streamlining measures target about MEUR 4 in annual cost savings, slightly less than half of which are estimated to be realized in the 2018 financial year.
| MEUR | 3 months | 3 months 12 months | 12 months | |
|---|---|---|---|---|
| 8/17-10/17 8/16-10/16 11/16-10/17 | 11/15-10/16 | |||
| Net sales, MEUR | 33.6 | 22.8 | 105.3 | 88.2 |
| EBIT, MEUR | 1.9 | 1.9 | 6.3 | 7.8 |
| Interest-bearing net liabilities | 55.8 | 34.4 | 55.8 | 34.4 |
| Panostaja's holding | 52.8% |
KotiSun offers heating, plumbing and sewer renewal services for
private houses KotiSun's net sales for the review period were MEUR 12.5, growth from the corresponding period being 27%. As it was earlier in the year, growth was strong particularly in the sewer business, which expanded to many new cities during the financial period. In Sweden, too, the sale of sewer renovations has begun to increase nicely after the summer. The sale of service water and heating network renovations did not develop entirely as expected as sales resources have been specifically focused on the sewer business and Kotivo. The sales resources for service water and heating network renovations have been increased during the review period, but the deficit has not yet been entirely filled. Kotivo's service offering was expanded to also cover electrical renovations.
EBIT for the review period increased to MEUR 2.4 from MEUR 1.9 in the reference period. The value is partly weighed down by equipment depreciations that have increased heavily due to the expansion of business (growth of MEUR 0.4 in the fourth quarter), as well as the launching of Kotivo and the new business in Sweden. The EBIT for the review period is improved by the recognition of the unrealized portion of Kotivo's additional purchase price, standing at MEUR 0.2.
| Overall, the market situation in the review period was good, and there were no significant changes in the MEUR competitive situation. |
3 months | 3 months 12 months | 12 months | |
|---|---|---|---|---|
| 8/17-10/17 | 8/16-10/16 | 11/16-10/17 | 11/15-10/16 | |
| Net sales, MEUR | 12.5 | 9.8 | 42.5 | 31.9 |
| EBIT, MEUR | 2.4 | 1.9 | 6.6 | 5.8 |
| Interest-bearing net liabilities | 9.9 | 8.2 | 9.9 | 8.2 |
| Panostaja's holding | 56.6% |
Volvo.
KL-Varaosat is a wholesaler and retailer of car spare parts for MB, BMW and
KL-Varaosat's net sales for the review period were MEUR 3.6, growth from the corresponding period being 6%. The growth is largely a result of sales development in the new operating locations and Volvo spare parts. EBIT for the review period decreased to MEUR 0.3 from MEUR 0.4 in the reference period.
statement Q4
Demand in the review period was as expected: The atmosphere and expectations on the market were positive, but it is characteristic for the field for there to be a delay in these developments being realized as actual growth in demand. The proportion of the brands represented by KL in the car population has increased nicely, which will increase the target group in the future.
KL-Varaosat's strategic projects to develop the ServicePartner repair shop network and electronic trade proceeded as planned. The ServicePartner repair shop cooperation has developed well. The collaboration, which has now expanded to developing the competence and tools and updating the visual appearances of repair shops, has brought in new customers. Online trade is increasing thanks to the new electronic spare parts list and online store, which were launched early in the year.
| MEUR | 3 months | 3 months | 12 months | 12 months |
|---|---|---|---|---|
| 8/17-10/17 | 8/16-10/16 | 11/16-10/17 | 11/15-10/16 | |
| Net sales, MEUR | 3.6 | 3.4 | 13.5 | 13.0 |
| EBIT, MEUR | 0.3 | 0.4 | 1.0 | 1.0 |
| Interest-bearing net liabilities | 0.6 | 1.3 | 0.6 | 1.3 |
| Panostaja's holding | 75.0% |
Selog is the biggest wholesaler of ceiling materials in Finland
Selog's net sales for the review period were MEUR 2.8, growth from the corresponding period being 5%. EBIT stood at MEUR 0.3, which was an improvement of MEUR 0.1 from the previous year.
Professional purchasing efforts have succeeded in maintaining a good level of profitability. The company's customers have continued to have a good amount of demand during the review period.
| MEUR | 3 months 3 months | 12 12 months |
||
|---|---|---|---|---|
| 8/17-10/17 | months 8/16-10/16 11/16-10/17 |
11/15-10/16 | ||
| Net sales, MEUR | 2.8 | 2.7 | 10.8 | 10.3 |
| EBIT, MEUR | 0.3 | 0.2 | 0.8 | 0.7 |
| Interest-bearing net liabilities | 0.0 | 0.2 | 0.0 | 0.2 |
| PANOSTAJA's financial statement |
7 Q4 |
|
|---|---|---|
| Panostaja's holding | 60.0% | |
Helakeskus is a major wholesaler of furniture fittings in Finland
Helakeskus' net sales for the review period were MEUR 2.3, which was a 7% decrease from the reference period. EBIT remained at MEUR 0.2, i.e., at the level of the corresponding period last year.
The market situation remained good in the review period. However, competition has continued to be relatively intense. Demand is strongest for large-scale projects. The domestic furniture sector, in turn, has been in significant decline for a long time, which has partially affected the development of Helakeskus' net sales.
S. Martti Niemi began as the new CEO of Helakeskus after the end of the review period.
| MEUR | 3 months | 3 months | 12 months | 12 months |
|---|---|---|---|---|
| 8/17-10/17 | 8/16-10/16 | 11/16-10/17 | 11/15-10/16 | |
| Net sales, MEUR | 2.3 | 2.4 | 8.9 | 9.8 |
| EBIT, MEUR | 0.2 | 0.2 | 0.5 | 0.3 |
| Interest-bearing net liabilities | 5.5 | 5.5 | 5.5 | 5.5 |
| Panostaja's holding | 100.0% |
Megaklinikka's net sales of MEUR 1.3 for the review period were at the level of the reference period. EBIT increased from MEUR -0.6 in the reference period to MEUR -0.2.
The situation on the basic dental care market in Helsinki has remained challenging, and the competition for customers is fierce. During the last quarter of the financial period, private dental clinic visits increased by 9% from the reference period due to the exceptionally poor August in the reference period. The Kamppi clinic will continue measures to increase customer numbers and improve profitability.
The licensing business has grown steadily. The prospects for expanding the licensing business in Finland remain good, even though the competition is starting to become more intense.
| MEUR | 3 months 3 months | 12 | 12 months | |
|---|---|---|---|---|
| 8/17-10/17 | months 8/16-10/16 11/16-10/17 |
11/15-10/16 | ||
| Net sales, MEUR | 1.3 | 1.3 | 6.0 | 4.7 |
| EBIT, MEUR | -0.2 | -0.6 | -1.6 | -1.5 |
| Interest-bearing net liabilities | 5.9 | 5.1 | 5.9 | 5.1 |
| Panostaja's holding | 79.8% |
Heatmasters offers metal heat treatment services and technology
Heatmasters' net sales for the review period were MEUR 1.8, growth from the corresponding period being 35%. Outages at three process facilities in Finland as well as two large furnace deliveries took place during the fourth quarter. The profitability of the Polish sector developed significantly more poorly than expected. Net sales were slightly positive and MEUR 0.3 better than in the reference period.
The winter months are typically a season of low demand for heating services. In terms of the outlook, the upcoming winter season is also expected to be slow.
A decision was made to close the facility in Houston, since the result development did not match expectations. However, the sale of equipment to the United States will continue as normal even with no actual office in the country. Heatmasters released a new portable multi-purpose heating device at the Schweissen & Schneiden trade fair held in Germany in September 2017.
| MEUR | 3 months 3 months | 12 | 12 months | |
|---|---|---|---|---|
| 8/17-10/17 | months 8/16-10/16 11/16-10/17 |
11/15-10/16 | ||
| Net sales, MEUR | 1.8 | 1.3 | 5.3 | 4.5 |
| PANOSTAJA's financial | 9 | |||
|---|---|---|---|---|
| statement | Q4 | |||
| EBIT, MEUR | 0.0 | -0.3 | -0.2 | -1.0 |
| Interest-bearing net liabilities | 0.9 | 0.6 | 0.9 | 0.6 |
| Panostaja's holding | 80.0% |
CoreHW provides high-added value RF IC design services
During the review period, Panostaja acquired a majority shareholding in CoreHW Oy. Established in 2013, CoreHW is a company that provides high-added value design services in the RF IC sector, developing RF microchips and antenna technology and offering related consulting services. The company's business is divided into design services, consulting and the development of proprietary and licensed technologies (IP). The CEO of the company is Tomi-Pekka Takalo. Panostaja's holding is 63.0%.
The company was incorporated into the Panostaja Group as of September 1, 2017, which is why no reference information is available. The company's reported net sales in the financial period were MEUR 1.0 and EBIT stood at MEUR 0.0. CoreHW's net sales are encumbered by the costs of the corporate acquisition, MEUR 0.2.
During the 12-month period of November 1, 2016-October 31, 2017, the company's net sales were MEUR 5.0 and EBIT MEUR 0.7. This 12-month period includes 10 months that preceded the incorporation into
| Panostaja Group. MEUR |
3 months 3 months | 12 | 12 months | |
|---|---|---|---|---|
| 8/17-10/17 | months 8/16-10/16 11/16-10/17 |
11/15-10/16 | ||
| Net sales, MEUR | 1.0 | 1.0 | ||
| EBIT, MEUR | 0.0 | 0.0 | ||
| Interest-bearing net liabilities | 2.3 | 2.3 | ||
| Panostaja's holding | 63.0% |
| MEUR | Q4 | Q4 | 12 months | 12 months |
|---|---|---|---|---|
| 8/17– | 8/16- | 11/16– | 11/15– | |
| 10/17 | 10/16 | 10/17 | 10/16 | |
| Net sales, MEUR | 58.9 | 43.8 | 193.2 | 162.3 |
| EBIT, MEUR | 3.2 | 2.9 | 9.5 | 10.1 |
| Profit before taxes, MEUR | 2.5 | 2.5 | 7.5 | 8.3 |
| Profit/loss for the financial period, MEUR | 5.3 | 3.1 | 6.9 | 9.2 |
| Earnings per share, undiluted (EUR) | 0.07 | 0.03 | 0.04 | 0.07 |
| Equity per share (EUR) | 0.59 | 0.77 | 0.59 | 0.77 |
| Operating cash flow (MEUR) | 7.8 | 4.6 | 15.6 | 9.6 |
Net sales for the review period increased by 34% and were MEUR 58.9 (MEUR 43.8). The impact of the corporate acquisitions on the MEUR 15.1 growth in net sales stood at MEUR 10.3. Exports amounted to MEUR 1.6, or 2.5% (MEUR 1.7, or 3.9%), of net sales. Net sales increased in seven of the eight investments.
EBIT improved to MEUR 3.2 (MEUR 2.9). EBIT improved in five of the eight investments. The development of net sales and EBIT for each of our investments has been commented on separately. The profit/loss of Panostaja Oyj (Others segment) is encumbered in the review period by the MEUR 0.9 in costs of preparing for possible future divestments.
MEUR 3.1 was recorded for the losses caused by Takoma during the review period as a tax receivable through profit and loss.
The profit/loss of the business operations discontinued during the review period includes a MEUR 0.8 proportional share from the bankruptcy estates of Takoma Gears Oy and Takoma Oyj.
The profit for the review period was MEUR 5.3 (MEUR 3.1).
Net sales for the review period increased by 19% and were MEUR 193.2 (MEUR 162.3). The impact of the corporate acquisitions on the MEUR 30.9 growth in net sales stood at MEUR 17.4. Exports amounted to MEUR 3.6, or 2.7% (MEUR 6.7, or 4.1%), of net sales. Net sales increased in seven of the eight investments.
EBIT weakened from MEUR 10.1 to MEUR 9.5. EBIT improved in six of the eight investments. The development of net sales and EBIT for each of our investments has been commented on separately.
The profit for the review period was MEUR 6.9 (MEUR 9.2). The result of the corresponding period includes the additional selling price of MEUR 3.7 (after taxes and expenses) regarding the selling of Flexim Security.
The income statement for operations sold during the reference period has been separated from the income statement for continuing operations and the profit/loss for them is presented on the row Earnings from discontinued operations in accordance with the IFRS standards. In the result of the review period for discontinued operations, the result of the Takoma segment, MEUR -1.6 in total, has been presented. Prior to separating discontinued and sold operations from continuing operations in the income statement, the consolidated net sales for the reference period were MEUR 172.5 and the EBIT was MEUR 9.0.
| Division of the net sales by segment MEUR |
Q4 | Q4 | 12 months | 12 months |
|---|---|---|---|---|
| 8/17– | 8/16- | 11/16– | 11/15– | |
| Net sales | 10/17 | 10/16 | 10/17 | 10/16 |
| Grano | 33.6 | 22.8 | 105.3 | 88.2 |
| KotiSun | 12.5 | 9.8 | 42.5 | 31.9 |
| KL-Varaosat | 3.6 | 3.4 | 13.5 | 13.0 |
| Selog | 2.8 | 2.7 | 10.8 | 10.3 |
| Helakeskus | 2.3 | 2.4 | 8.9 | 9.8 |
| Megaklinikka | 1.3 | 1.3 | 6.0 | 4.7 |
| Heatmasters | 1.8 | 1.3 | 5.3 | 4.5 |
| CoreHW | 1.0 | 0.0 | 1.0 | 0.0 |
|---|---|---|---|---|
| Others | 0.0 | 0.0 | 0.0 | 0.0 |
| Eliminations | 0.0 | 0.0 | -0.1 | -0.1 |
| Group in total | 58.9 | 43.8 | 193.2 | 162.3 |
| MEUR | Q4 | Q4 | 12 months | 12 months |
|---|---|---|---|---|
| 8/17– | 8/16- | 11/16– | 11/15– | |
| EBIT | 10/17 | 10/16 | 10/17 | 10/16 |
| Grano | 1.9 | 1.9 | 6.3 | 7.8 |
| KotiSun | 2.4 | 1.9 | 6.6 | 5.8 |
| KL-Varaosat | 0.3 | 0.4 | 1.0 | 1.0 |
| Selog | 0.3 | 0.2 | 0.8 | 0.7 |
| Helakeskus | 0.2 | 0.2 | 0.5 | 0.3 |
| Megaklinikka | -0.2 | -0.6 | -1.6 | -1.5 |
| Heatmasters | 0.0 | -0.3 | -0.2 | -1.0 |
| CoreHW | 0.0 | 0.0 | 0.0 | 0.0 |
| Others | -1.7 | -0.7 | -4.0 | -2.9 |
| Group in total | 3.2 | 2.9 | 9.5 | 10.1 |
Panostaja Group's business operations for the current review period are reported in nine segments: Grano, KotiSun, Selog, Helakeskus, KL-Varaosat, Heatmasters, Megaklinikka, CoreHW and Others (parent company and associated companies).
There were no significant changes in the net sales of the segment Others. In the review period, three associated companies issued reports: Juuri Partners Oy, Ecosir Group Oy and Spectra Yhtiöt Oy. The profit/loss of the reported associated companies in the review period was MEUR 0.3 (MEUR 0.1), which is presented on a separate row in the consolidated income statement.
| October 31, | October 31, | ||
|---|---|---|---|
| 2017 | 2016 | Change | |
| Average number of employees | 1,622 | 1,337 | 21% |
| Employees at the end of the review period | 1,810 | 1,434 | 26% |
| Employees in each segment at the end of the | October 31, | October 31, | |
| review period | 2017 | 2016 | Change |
| Grano | 1,122 | 789 | 42% |
| KotiSun | 422 | 298 | 42% |
| KL-Varaosat | 48 | 48 | 0% |
| Selog | 14 | 15 | -7% |
| Takoma | 0 | 83 | -100% |
| Helakeskus | 23 | 24 | -4% |
| Megaklinikka | 84 | 119 | -29% |
| Heatmasters | 43 | 49 | -12% |
| CoreHW | 45 | 0 | |
| Others | 9 | 9 | 0% |
| Group in total | 1,810 | 1,434 | 26% |
At the end of the review period, Panostaja Group employed a total of 1,810 persons, while the average number of personnel during the period was 1,434. During the review period, Panostaja continued to develop its personnel in line with its strategy.
The parent company's assets, financial securities and liquid fund units were MEUR 4.9. Additionally, the parent company has a MEUR 7.7 limit for corporate acquisitions in its use.
The Group's operating cash flow improved and was MEUR 15.6 (MEUR 9.6). Liquidity remained good. The Group's liquid assets were MEUR 19.5 (MEUR 26.6) and interest-bearing net liabilities MEUR 88.6 (MEUR 50.1). Net gearing increased and was 137.5% (70.4%). The rise in net gearing resulted primarily from the corporate acquisitions in the review period, distribution of dividends during the review period and the payment of the hybrid loan. The Group's net financial expenses for the review period were MEUR -2.3 (MEUR -1.9), or 1.2% (1.2%) of net sales.
The Group's gross capital expenditure for the financial period was MEUR 39.0 (MEUR 10.9), or 20.2% (6.7%) of net sales. Investments were mainly targeted at corporate acquisitions and equipment investments.
| Financial position | October 31, | |||
|---|---|---|---|---|
| MEUR | 2017 October 31, 2016 | |||
| Interest-bearing liabilities | 111.6 | 80.9 | ||
| Interest-bearing receivables | 3.5 | 4.3 | ||
| Cash and cash equivalents | 19.5 | 26.6 | ||
| Interest-bearing net liabilities | 88.6 | 50.1 | ||
| Equity (belonging to the parent company's shareholders as well as minority shareholders) |
64.5 | 71.1 | ||
| Gearing ratio, % | 137.5 | 70.4 | ||
| Equity ratio, % | 28.8 | 38.1 | ||
| Return on equity, % | 10.1 | 13.1 | ||
| Return on investment, % | 5.9 | 9.4 |
On September 15, 2017, Panostaja Oyj signed an agreement on acquiring the share capital of CoreHW Oy, which designs radio frequency (RF) microchips and antennas for wireless technologies. The company's business is divided into design services, consulting and the development of proprietary and licensed technologies (IP).
After the trade, Panostaja will own 63% of the entity formed through the restructuring. In conjunction with the arrangement, the company was capitalized in order to enable the current product development plans. The value of the company's entire share capital (100%) was approx. MEUR 5.2.
Panostaja's subsidiaries Takoma Oyj and Takoma Gears Oy filed bankruptcy petitions. On March 21, 2017, Pirkanmaa district court declared the companies bankrupt.
After Takoma had been declared bankrupt, Panostaja's control over Takoma ended, and Takoma was categorized as a discontinued operation in accordance with IFRS standards. In addition to Takoma Oyj's shares, Panostaja Oyj wrote-off all receivables from Takoma Oyj and Takoma Gears Oy.
Panostaja received proportional share certificates from the trustee of the Takoma Oyj and Takoma Gears Oy bankruptcy estates in the last quarter of the financial period. According to these certificates, Panostaja will receive approximately MEUR 0.8 in proportional shares from the estates. Previously during the second quarter of 2017, Panostaja wrote down all of its receivables from Takoma Gears Oy and Takoma Oyj, which means that the proportional share of MEUR 0.8 was recorded in the profit/loss of the discontinued operations of the final quarter of 2017. The profit/loss of Takoma division's discontinued operations during the whole financial period was -1.6 MEUR.
Based on the proportional share certificates, proportional shares will not be received for any receivables from Takoma Gears Oy and Takoma Oyj written down by Panostaja in the 2017 financial period, or for Takoma Oyj shares. Panostaja will deduct the depreciation of the loan receivables and shares in the taxation for 2017, and it recorded a MEUR 3.1 deferred tax receivable through profit and loss for the final quarter of 2017 on the basis of these losses.
statement Q4
Panostaja Oyj's share closing rate fluctuated between EUR 0.82 (lowest quotation) and EUR 0.98 (highest quotation) during the financial period. During the review period, a total of 7,863,788 shares were exchanged, which amounts to 15.1% of the share capital. The October 2017 share closing rate was EUR 0.91. The market value of the company's share capital at the end of October 2017 was MEUR 47.5 (MEUR 48.3). At the end of October 2017, the company had 4,095 shareholders (3,708).
| Development of share exchange | 4Q/2017 | 4Q/2016 | 1-4Q/2017 1-4Q/2016 | |
|---|---|---|---|---|
| Shares exchanged, 1,000 pcs | 2,071 | 1,008 | 7,864 | 5,959 |
| % of share capital | 2.4 | 1.9 | 15.1 | 11.5 |
| Share | October 31, | October 31, |
|---|---|---|
| Shares in total, 1,000 pcs | 2017 52,533 |
2016 52,533 |
| Own shares, 1,000 pcs | 471 | 355 |
| Closing rate | 0.91 | 0.92 |
| Market value (MEUR) | 47.5 | 48.3 |
| Shareholders | 4,095 | 3,708 |
| 10 largest shareholders (pcs) | October 31, | October 31, 2016 |
|---|---|---|
| TREINDEX OY | 2017 6,186,200 |
5,679,200 |
| ETERA MUTUAL PENSION INSURANCE COMPANY | 4,259,000 | 4,259,000 |
| FENNIA MUTUAL INSURANCE COMPANY | 3,468,576 | 3,468,576 |
| KOSKENKORVA, MAIJA | 2,847,542 | 3,387,542 |
| KOSKENKORVA, MATTI | 2,658,903 | 4,048,903 |
| PANOSTAJA's financial statement |
Q4 | 16 | |
|---|---|---|---|
| KOSKENKORVA, MAUNO | 1,340,769 | 1,340,769 | |
| OP-HENKIVAKUUTUS OY | 1,318,347 | 1,023,888 | |
| KOSKENKORVA, MIKKO | 1,286,055 | 1,455,055 | |
| JOHTOPANOSTUS OY | 1,030,000 | 1,030,000 | |
| MALO, HANNA | 982,207 | 1,151,207 |
Panostaja Oyj's Annual General Meeting was held on January 31, 2017 in Tampere. The number of Board members was confirmed at six (6), and Jukka Ala-Mello, Eero Eriksson, Mikko Koskenkorva, Tarja Pääkkönen, Hannu Tarkkonen and Antero (Antti) Virtanen were re-elected to the Board for the term ending at the end of the next Annual General Meeting.
Auditing service network PricewaterhouseCoopers Oy and Authorized Public Accountant Markku Launis were elected as auditors for the period ending at the end of the next Annual General Meeting. Auditing service network PricewaterhouseCoopers Oy has stated that Authorized Public Accountant Lauri Kallaskari will serve as the chief responsible public accountant.
The General Meeting confirmed the financial statements and consolidated financial statements presented for the financial year November 1, 2015–October 31, 2016 and resolved that the shareholders be paid EUR 0.04 per share as dividends.
The Meeting also resolved that the Board of Directors be authorized to decide at its discretion on the potential distribution of assets to shareholders should the company's financial status permit this, either as dividends or as repayment of capital from the invested unrestricted equity fund. The maximum distribution of assets performed on the basis of this authorization totals EUR 4,700,000. The authorization includes the right of the Board to decide on all other terms and conditions relating to said asset distribution. The authorization will remain valid until the beginning of the next Annual General Meeting. The General Meeting granted exemption from liability to the members of the Board and to the CEO.
The General Meeting resolved that the remuneration of the Board of Directors remain unchanged and that the Chairman of the Board be paid EUR 40,000 as compensation for the term ending at the end of the next Annual General Meeting, and that the other members of the Board each be paid compensation of EUR 20,000. It was further resolved at the General meeting that approximately 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 (1) 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 Meeting is over one percent (1%) of all company shares, the compensation will be paid in full in monetary form. It was further resolved that the travel expenses of the Board members will be paid on the maximum amount specified in the valid grounds of payment of travel expenses ordained by the Finnish Tax Administration.
In addition, the Board was authorized to decide on the acquisition of the company's shares in one or more instalments so that the number of the company's own shares acquired may not exceed 5,200,000 in total, which corresponds to about 9.9% of the company's total stock of shares. 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 at the date-of-acquisition price in public trading arranged by NASDAQ
Helsinki Oy or otherwise at the prevailing market price. The Board of Directors will decide how the company's own shares are to be acquired. The company's own shares may be acquired while not following the proportion of ownership of the shareholders (directed acquisition). The authorization issued at the Annual General Meeting of February 2, 2016 to decide on the acquisition of the company's own shares is cancelled by this authorization. The authorization remains valid until July 31, 2018.
It was resolved at the General Meeting in accordance with Chapter 4 Section 10 Clause 2 of the Companies Act that the right to the so-called ownerless shares on the common book-entry account, which belong to the book-entry system, are lost in a way defined in Chapter 4 Section 10 Clause 2 in the Companies Act. The General Meeting authorized the Board to take all measures required by this decision. After the decision, the company's own regulations concerning the company's own shares held by the company will be applied to the shares that were on the common book-entry account. Before the decision, there were 188,950 shares in total in the common book-entry account. Thus after the decision, as these shares have become the company's own shares held by the company, the total amount of the company's own shares held by the company is 512,706.
Immediately upon the conclusion of the General Meeting, the company's Board held an organizing meeting in which Jukka Ala-Mello was elected Chairman and Eero Eriksson Vice Chairman.
At the close of the review period, Panostaja Oyj's share capital was EUR 5,568,681.60. The total number of shares is 52,533,110.
The total number of shares held by the company at the end of the review period was 470,512 (at the beginning of the financial period 355,183). The number of the company's own shares corresponded to 0.9% of the number of shares and votes at the end of the entire review period.
In accordance with the decisions by the General Meeting and the Board on February 2, 2016, Panostaja Oy relinquished a total of 18,240 individual shares as share bonuses to the company management on December 12, 2016. On December 12, 2016, the company relinquished to the Board members a total of 13,187 shares, on March 2, 2017, a total of 13,954 shares, on June 2, 2017, a total of 14,286 shares, and on September 8, 2017, a total of 13,954 shares as meeting compensation, bringing the total of relinquished shares to 73,621.
On May 27, 2013, the Group issued an equity convertible subordinated loan to the value of MEUR 7.5. The equity convertible subordinated loan has no maturity date, but the Group is entitled, but not obliged, to redeem the loan within four years. Based on the contract, the annual interest is 9.75%. Interest is only paid if the company decides to distribute dividends. If dividends are not distributed, the Group will decide separately on the payment of interest. In the consolidated financial statements, the loan is classified as equity and interest is presented as dividend. Equity hybrid loan was repaid on May 29, 2017.
In 2014, the Tax Administration issued a decision stating that Panostaja Oyj is not entitled to VAT deductions. Based on the aforementioned decision, Panostaja Oyj refrained from deducting a total of approx. MEUR 1.3 in value-added tax included in acquisitions during the financial periods between November 1, 2014 and October 31, 2017. Panostaja Oyj appealed the Tax Administation's decision to the Administrative Court, where the Tax Administration's decision was overturned. The Supreme Administrative Court did not grant the Tax Administration a right of appeal in the decision issued in November 2017. As a result of this decision, the Tax Administration will refund the value-added taxes that were not deducted, including interest, and Panostaja Oyj will record a one-time earning of approx. MEUR 1.3 for the first quarter of the 2018 financial period. Panostaja Oyj will also correct the income taxation for the company's previous tax years by adding the deducted value-added taxes to the taxable business income.
On November 24, 2017, Panostaja announced that S. Martti Niemi (M. Sc. (Econ.), born 1961) had been invited to become the Chief Executive Officer of Suomen Helakeskus Oy. Niemi will assume his duties as CEO no later than December 15, 2017. Suomen Helakeskus Oy's current CEO Hannu Rantanen will continue in his position until the arrival of his new counterpart, after which he will leave the employment of Panostaja Group.
The economic situation and atmosphere in Finland have continued to develop in a positive way, and the foundation for economic growth is extensive. The perking up of the market situation has been most visible in our investments serving construction, but there have been brighter views on a larger scale as well. However, some of the investments operate in fields with a delayed cycle, which means that we are expecting it to take time for the positive economic developments to manifest in these areas. Due to the threats related to political risks and the financial market, the long-term development of the economy is still uncertain. Activity on the corporate acquisition market has continued on a good level during the review period, and the supply of new investments has been active.
Risk management is part of Panostaja Group's management and monitoring systems. Panostaja aims to identify and monitor changes in the business environment and general market situation of its investments, to react to them and to utilise the business opportunities that they present. Risks are classified as factors that may endanger or impede Panostaja or its investments from achieving strategic objectives, improvement in profit and the financial position or business continuity, or that may otherwise cause significant consequences for Panostaja, its owners, investments, personnel or other stakeholder groups. A more detailed report on Panostaja's risk management policy and the most significant risks was published in the 2016 annual report. Financial risks are discussed in greater detail in the Notes to the 2016 Financial Statements.
Market risks, general: General market risks are mainly tied to the continuing uncertainty resulting from Finland's economic situation and the global economic situation, political risks, changes in the price of raw materials, and the continued uncertainty of the financial market, as well as their potential impact on achieving the goals set for investments. The change in the financial markets and the tightening on credit issue may hamper the realisation of corporate acquisitions and the availability of finance for working capital.
Market risks, industries of the investments: Economic trend expectations in the fields of existing business areas are strongly tied to the prospects of customer enterprises. Expectations for the financial situation are still partly characterised by an unusually high level of uncertainty. The prospects of Panostaja's various investments vary from good to weak. Panostaja regularly assesses the risks for each investment and, based on the updated risk assessment, takes the necessary remedial action.
Strategic risks: Panostaja represents the Finnish SME sector extensively. The net sales are divided among eight investment targets with a varying cyclical nature. The Group's business structure partially evens out economic fluctuations. General and investment-specific market risks can, however, affect the Group's result and financial development. The expected market situation is taken into account by adapting operations and costs to market demand and by safeguarding the financial position. Regarding changes in the global economy, Panostaja also sees opportunities to improve its market position, for example through corporate acquisitions.
Financial risks: As a consequence of its operations, the Group is exposed to many financial risks. The aim of risk management is to limit the adverse effects of changes in financial markets on the result and financial development of the Group. The Group's revenue and operative cash flows are mainly independent of fluctuations in market interest rates. The interest risk of the Group mainly constitutes borrowing, which is spread over variable and fixed-interest loans. Some of our investments use interest rate swaps and interest rate ceiling agreements. The Group mainly operates in the eurozone and so is only slightly exposed to foreign exchange risks resulting from changes in exchange rates. Credit loss risks continue to represent a significant uncertainty factor for some of our investments. This risk is increased by the tightness of credit issue to SMEs.
Corporate acquisitions: Panostaja actively seeks SMEs and aims to increase and create value through organic growth, corporate acquisitions and correctly-timed divestments. The market still provides sufficient opportunities for corporate acquisitions, and Panostaja Group aims to implement its growth strategy by means of controlled acquisitions in current investments, and new potential investments are also being actively studied. Preparation for divestments is being continued as part of the ownership strategies of investments. Risks related to corporate acquisitions are managed by investing carefully according to specific investment criteria, thorough analysis of the potential acquisition and the target market, and through efficient integration processes. Panostaja has specified harmonised guidelines and a corporate acquisitions process for the preparation and implementation of corporate acquisitions.
Non-life risks: Non-life risks are managed in Panostaja Group through insurance and Group guidelines, which set policy for the different areas.
Operative risks: Changes in the market situations of the investments can lead to situations where the net sales of the company temporarily decreases under the desired level. The risk is that the investments will not be able to adapt their operations to the changed situation quickly enough, which then leads to a significant decrease in profitability. Investments strive to prepare themselves for the changes in demand by maintaining an adjustment plan as part of their yearly planning. Panostaja has also specified an operating model for restoring the financial performance, which is applied if the deviation from performance is significant. The implementation of development projects that are part of the development of the operations of the investments also involves risks that can lead to not achieving the desired benefits on time. For these development projects, Panostaja has developed a process and tools that aim to ensure the realisation of the desired changes.
Activity on the corporate acquisition market has continued on a good level during the review period, and the supply of new investments has been active. The need to exploit ownership arrangements and growth opportunities in SMEs will continue, and as our own activity complements the supply of possible acquisitions from outside, there are plenty of possibilities for corporate acquisitions on the market. Panostaja aims to implement its growth strategy by means of controlled acquisitions in current investments, and new potential investments are also being actively studied. Divestment possibilities are actively evaluated as well, on a somewhat larger scale than before, as a part of the owner strategies of the investments.
The demand situation for different investments is thought to develop in the short term as follows:
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 interim report bulletin are based on the current outlook of Panostaja and the views of the management of the various investments with regard to the state of the economy and its development. The results attained may be substantially different.
This financial statement bulletin has been prepared in compliance with the IFRS accounting and valuation principle based on the IAS 34 standard.
The information in the financial statement bulletin has not been audited.
| INCOME STATEMENT | 12 | |||
|---|---|---|---|---|
| EUR 1,000 | 3 months | 3 months | months | 12 |
| 8/17– | 8/16- | 11/16- | months 11/15- |
|
| 10/17 | 10/16 | 10/17 | 10/16 | |
| Net sales | 58,872 | 43,804 | 193,173 | 162,277 |
| Other operating income | 850 | 232 | 1,597 | 1,370 |
| Costs in total | 56,498 | 41,128 | 185,267 | 153,512 |
| Depreciations, amortisations and impairment | 3,271 | 1,790 | 9,969 | 6,722 |
| EBIT | 3,225 | 2,907 | 9,502 | 10,135 |
| Financial income and expenses | -827 | -418 | -2,250 | -1,933 |
| Share of associated company profits | 113 | 28 | 278 | 107 |
| Profit before taxes | 2,511 | 2,518 | 7,530 | 8,309 |
| Income taxes | 2,018 | 917 | 969 | -1,498 |
| Profit/loss from continuing operations | 4,529 | 3,435 | 8,499 | 6,811 |
| Profit/loss from sold operations | 0 | 9 | 0 | 3,750 |
| Profit/loss from discontinued operations | 783 | -382 | -1,646 | -1,341 |
| Profit/loss for the financial period | 5,312 | 3,061 | 6,853 | 9,221 |
| Attributable to | ||||
| Shareholders of the parent company | 3,547 | 1,692 | 2,136 | 4,154 |
| Minority shareholders | 1,765 | 1,369 | 4,717 | 5,067 |
| Earnings per share from continuing operations EUR, undiluted |
0.053 | 0.013 | 0.066 | 0.035 |
| Earnings per share from continuing operations | ||||
| EUR, diluted | 0.053 | 0.013 | 0.066 | 0.035 |
| Earnings per share from discontinued operations EUR, undiluted |
0.015 | 0.017 | -0.031 | 0.034 |
| Earnings per share from sold operations EUR, undiluted |
0.015 | 0.017 | -0.031 | 0.034 |
| Earnings per share from continuing and discontinued operations EUR, undiluted |
0.068 | 0.030 | 0.035 | 0.069 |
www.panostaja.fi
| Earnings per share from continuing and | ||||
|---|---|---|---|---|
| discontinued operations EUR, diluted | 0.068 | 0.030 | 0.035 | 0.069 |
| EXTENSIVE INCOME STATEMENT | ||||
| Items of the extensive income statement | 5,312 | 3,061 | 6,853 | 9,221 |
| Translation differences | -20 | 41 | -20 | 41 |
| Extensive income statement for the period | 5,292 | 3,102 | 6,833 | 9,262 |
| Attributable to | ||||
| Shareholders of the parent company | 3,527 | 1,733 | 2,117 | 4,195 |
| Minority shareholders | 1,765 | 1,369 | 4,717 | 5,067 |
| EUR 1,000 | October 31, 2017 | October 31, 2016 |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Goodwill | 94,714 | 78,406 |
| Other intangible assets | 13,485 | 9,673 |
| Property, plant and equipment | 23,234 | 13,308 |
| Interests in associated companies | 4,037 | 3,759 |
| Deferred tax assets | 11,328 | 6,974 |
| Other non-current assets | 6,772 | 7,538 |
| Non-current assets total | 153,571 | 119,659 |
| Current assets | ||
| Stocks | 12,698 | 11,043 |
| Trade and other receivables | 38,418 | 30,004 |
| Cash and cash equivalents | 19,466 | 26,573 |
| Current assets total | 70,582 | 67,620 |
| ASSETS IN TOTAL | 224,154 | 187,279 |
www.panostaja.fi
statement Q4
| EQUITY AND LIABILITIES | ||
|---|---|---|
| Equity attributable to parent company shareholders | ||
| Share capital | 5,569 | 5,569 |
| Share premium account | 4,646 | 4,646 |
| Invested unrestricted equity fund | 13,325 | 13,260 |
| Equity convertible loan | 7,390 | |
| Translation difference | -157 | -124 |
| Retained earnings | 7,546 | 9,277 |
| Total | 30,929 | 40,017 |
| Minority interest | 33,522 | 31,128 |
| Equity total | 64,451 | 71,145 |
| Liabilities | ||
| Imputed tax liabilities | 4,621 | 2,611 |
| Non-current liabilities | 94,034 | 65,772 |
| Current liabilities | 61,047 | 47,750 |
| Liabilities total | 159,702 | 116,134 |
| EQUITY AND LIABILITIES IN TOTAL | 224,154 | 187,279 |
| October 31, | ||||
|---|---|---|---|---|
| CASH FLOW STATEMENT | October 31, 2017 | 2016 | ||
| EUR 1,000 Profit/loss for the financial period before the minority share |
6,853 | 9,221 | ||
| Adjustments: | ||||
| Depreciations | 9,969 | 7,371 | ||
| Financial income and costs | 2,250 | 2,112 | ||
| Share of associated company profits | -278 | -107 | ||
| Taxes | -969 | 1,486 | ||
| Sales profits and losses from property, plant and equipment | -102 | -5,459 | ||
| Other earnings and expenses with no payment attached | 2,022 | 671 | ||
| Operating cash flow before change in working capital | 19,746 | 15,295 | ||
| Change in working capital | ||||
| Change in non-interest-bearing receivables | -5,575 | -1,024 | ||
| Change in non-interest-bearing liabilities | 8,570 | 3,297 | ||
| Change in stocks | -1,288 | 986 | ||
| Change in working capital | 1,707 | 3,259 | ||
| Operating cash flow before financial items and taxes | 21,452 | 18,555 | ||
| Financial items and taxes: | ||||
| Interest paid | -2,432 | -3,756 | ||
| Interest received | 70 | 305 | ||
| Taxes paid | -3,465 | -5,456 | ||
| Financial items and taxes | -5,827 | -8,908 | ||
| Operating net cash flow | 15,626 | 9,647 | ||
| Investments | ||||
| Investments in intangible and tangible assets | -10,823 | -9,606 | ||
| Sales of intangible and tangible assets | 739 | 872 | ||
| Acquisition of subsidiaries with time-of-acquisition liquid assets deducted |
-28,137 | -1,285 | ||
| Sale of subsidiaries with time-of-sale liquid assets deducted | 2,351 | 5,029 | ||
| Acquisition of associated companies | 0 | 0 | ||
| Financial assets acquired and sold entered at fair value through profit and loss |
0 | 6,606 | ||
| Capital gains from sales of other shares | 14 | 11 |
| Loans receivable and repayments granted | 341 | -331 |
|---|---|---|
| Investment net cash flow | -35,516 | 1,296 |
| Finance | ||
| Share issue | 3,090 | 325 |
| Hybrid loan | -7,500 | 0 |
| Loans drawn | 39,987 | 31,550 |
| Loans repaid | -16,259 | -31,323 |
| Disposal of own shares | 61 | 658 |
| Dividends paid | -6,595 | -9,580 |
| Finance net cash flow | 12,785 | -8,370 |
| Change in liquid assets | -7,105 | 2,572 |
| Liquid assets at the beginning of the period | 26,573 | 24,001 |
| Effect of exchange rates | -2 | 0 |
| Liquid assets at the end of the period | 19,465 | 26,573 |
| EUR 1,000 | Share capital |
Premi um fund |
Invested unrestricted equity fund |
Translati on differenc es |
Retai ned earnin gs |
Other funds |
Minority sharehol ders' interest |
Total |
|---|---|---|---|---|---|---|---|---|
| Equity | 5,569 | 4,646 | 12,602 | -124 | 7,816 | 7,390 | 32,001 | 69,900 |
| November 1, 2015 | ||||||||
| Profit for the financial period |
4,195 | 5,067 | 9,221 | |||||
| Profit and costs recorded during the financial period, total |
4,195 | 5,067 | 9,221 | |||||
| Share issue | 581 | 581 | ||||||
| Dividends paid | -2,562 | -2,562 |
www.panostaja.fi
| PANOSTAJA's financial | 26 | |||||||
|---|---|---|---|---|---|---|---|---|
| statement | Q4 | |||||||
| Dividends paid for minority shareholders |
-7,053 | -7,053 | ||||||
| Repayment of capital | ||||||||
| Interest on equity convertible loan |
-731 | -731 | ||||||
| Disposal of own shares | 77 | 77 | ||||||
| Reward scheme | 15 | 15 | ||||||
| Translation differences | 41 | 41 | ||||||
| Other changes | 158 | 92 | 250 | |||||
| Selling of shares of subsidiaries owned that have not resulted in loss of controlling interest |
550 | 1,417 | 1,967 | |||||
| Selling of shares of subsidiaries owned resulting in loss of controlling interest |
-65 | -65 | ||||||
| Share of minority shareholders resulted from the acquisition of subsidiaries |
118 | 118 | ||||||
| Acquisitions of minority shareholdings |
-164 | -332 | -496 | |||||
| Other changes in equity, total | 646 | 0 | -2,693 | -5,940 | -7,975 | |||
| October 31, 2016 | 5,569 | 4,646 | 13,260 | -124 | 9,277 | 7,390 | 31,127 | 71,145 |
| Equity | ||||||||
| November 1, 2016 | 5,569 | 4,646 | 13,260 | -124 | 9,277 | 7,390 | 31,127 | 71,145 |
| Profit for the financial period | 2,137 | 4,717 | 6,853 | |||||
| Profit and costs recorded during the financial period, total |
2,137 | 4,717 | 6,853 | |||||
| Share issue | ||||||||
| Dividends paid | -2,081 | -2,081 | ||||||
| Dividends paid for minority | -4,188 | -4,188 |
PANOSTAJA's financial 27
statement Q4
| shareholders | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Capital repayment | -558 | -558 | |||||||
| Interest on equity convertible loan and repayment |
-841 | -7,390 | -8,231 | ||||||
| Disposal of own shares | 65 | 65 | |||||||
| Reward scheme | 15 | 15 | |||||||
| Translation differences | -33 | 13 | -20 | ||||||
| Other changes | 179 | 179 | |||||||
| Share of minority shareholders resulted from the acquisition of subsidiaries |
1,399 | 1,399 | |||||||
| Selling of shares of subsidiaries owned resulting in loss of controlling interest |
602 | 602 | |||||||
| Selling of shares of subsidiaries owned that have not resulted in loss of controlling interest |
416 | 1,835 | 2,251 | ||||||
| Acquisitions of minority shareholdings |
-1,569 | -1,412 | -2,981 | ||||||
| Other changes in equity, total | 65 | -33 | -3,868 | -7,390 | -2,322 | -13,548 | |||
| Equity | |||||||||
| October 31, 2017 | 5,569 | 4,646 | 13,325 | -157 | 7,546 | 0 | 33,522 | 64,451 |
| KEY FIGURES | October 31, | October 31, |
|---|---|---|
| 2017 | 2016 | |
| EBIT, MEUR | 9.5 | 10.1 |
| Equity per share (EUR) | 0.59 | 0.77 |
| Earnings per share, undiluted (EUR) | 0.04 | 0.07 |
| Earnings per share, diluted (EUR) | 0.04 | 0.07 |
| Average number of outstanding shares during financial period, 1,000 pcs. |
52,082 | 51,735 |
| Number of shares at end of financial period, 1,000 pcs. | 52,533 | 52,533 |
| Share issues during financial period, 1,000 pcs | 581 | |
| Number of shares, 1,000 pcs, on average, diluted | 52,082 | 51,735 |
| Return on equity, % | 10.1 | 13.1 |
| Return on investment, % | 5.9 | 9.4 |
| Gross capital expenditure In permanent assets, MEUR | 39.0 | 10.9 |
| % of net sales | 20.2% | 6.3% |
| Interest-bearing liabilities, MEUR | 111.6 | 80.9 |
| Interest-bearing net liabilities, MEUR | 88.6 | 50.1 |
| Equity ratio, % | 28.8 | 38.1 |
| Average number of employees | 1,622 | 1,337 |
Key figures provide a brief overview of the business development and financial position of a company. Formulae for calculating key figures have been presented in the financial statement of the financial period 2016. Reconciliation of interest-bearing liabilities and interest-bearing net liabilities is presented at the end of this bulletin.
On September 15, 2017, Panostaja Oyj announced that it had signed an agreement on acquiring the share capital of CoreHW Oy, which designs RF (radio frequency) microchips and antennas for wireless technologies. After the trade, Panostaja will own 63% of the entity formed through the restructuring.
The value of the company's entire share capital (100%) is approx. MEUR 5.2. At the time of the closing of the books, the overall purchase price was estimated to be MEUR 5.2. Based on an acquisition cost
calculation, the fair value of the net assets acquired is MEUR 1.8, resulting in a goodwill of MEUR 3.4. The fair values of MEUR 0.7 recorded for the consolidation were related to customer relationships and technology. CoreHW has been incorporated into the Panostaja Group as of September 1, 2017.
| Consideration paid | 5.2 |
|---|---|
| Conditional consideration | 0.0 |
| Consideration in total | 5.2 |
| Acquired assets and liabilities | |
| Permanent assets | 0.0 |
| Customer relationships | 0.7 |
| Machinery and equipment | 0.1 |
| Stocks | 0.0 |
| Current receivables | 0.7 |
| Cash and cash at bank | 0.9 |
| Total assets | 2.4 |
| Non-current liabilities | 0.0 |
| Current liabilities | 0.5 |
| Deferred tax liabilities | 0.1 |
| Total liabilities | 0.6 |
| Net assets | 1.8 |
| Goodwill | 3.4 |
On August 18, 2017, Panostaja Oyj's subsidiary Grano Group Oy signed an agreement on the acquisition of the entire share capital of Lönnberg Painot Oy, a company providing printing services. The sale price of the shares is MEUR 12.8. Once the arrangement has been carried out, Panostaja Oyj's shareholding in Grano Group will stand at 52.8%.
Based on an acquisition cost calculation, the fair value of the net assets acquired is MEUR 3.0, resulting in a goodwill of MEUR 9.8. The fair values of MEUR 2.0 recorded for the consolidation were related to customer relationships.
| Consideration paid | 12.8 |
|---|---|
| Conditional consideration | 0.0 |
| Consideration in total | 12.8 |
| Acquired assets and liabilities | |
| Permanent assets | 3.0 |
| Customer relationships | 2.0 |
| Machinery and equipment | 0.9 |
| Stocks | 1.5 |
| Current receivables | 3.8 |
| Cash and cash at bank | 0.2 |
| Total assets | 11.4 |
| Non-current liabilities | 3.3 |
| Current liabilities | 4.5 |
| Deferred tax liabilities | 0.6 |
| Total liabilities | 8.4 |
| Net assets | 3.0 |
| Goodwill | 9.8 |
| MEUR | Q4/17 | Q3/17 | Q2/17 Q1/17 Q4/16 | Q3/16 | Q2/16 | Q1/16 | ||
|---|---|---|---|---|---|---|---|---|
| Net sales | 58.9 | 44.0 | 46.6 | 43.7 | 43.8 | 39.3 | 41.6 | 37.6 |
| PANOSTAJA's financial | 31 | |
|---|---|---|
| statement | Q4 |
| Other operating income | 0.8 | 0.3 | 0.2 | 0.3 | 0.2 | 0.1 | 0.6 | 0.5 |
|---|---|---|---|---|---|---|---|---|
| Costs in total | 56.5 | 41.6 | 43.9 | 43.3 | 41.1 | 36.7 | 39.2 | 36.5 |
| Depreciations, amortisations and | ||||||||
| impairment | 3.3 | 2.6 | 2.1 | 1.9 | 1.8 | 1.7 | 1.7 | 1.6 |
| EBIT | 3.2 | 2.7 | 2.9 | 0.7 | 2.9 | 2.7 | 3.0 | 1.5 |
| Finance items | -0.8 | -0.5 | -0.4 | -0.5 | -0.4 | -0.5 | -0.4 | -0.6 |
| Share of associated company profits | 0.1 | 0.1 | 0.0 | 0.0 | 0.0 | 0.1 | 0.0 | 0.0 |
| Profit before taxes | 2.5 | 2.3 | 2.5 | 0.2 | 2.5 | 2.2 | 2.7 | 0.9 |
| Taxes | 2.0 | -0.4 | -0.3 | -0.3 | 0.9 | -0.8 | -1.1 | -0.6 |
| Profit from continuing operations | 4.5 | 1.8 | 2.2 | -0.1 | 3.4 | 1.5 | 1.6 | 0.3 |
| Profit/loss from sold operations | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.5 | 1.6 | 1.6 |
| Profit/loss from discontinued operations | 0.8 | 0.0 | -2.1 | -0.4 | -0.4 | -0.3 | -0.4 | -0.2 |
| Profit for the financial period | 5.3 | 1.8 | 0.2 | -0.5 | 3.1 | 1.7 | 2.8 | 1.6 |
| Minority interest | 1.8 | 1.0 | 1.6 | 0.3 | 1.4 | 0.9 | 1.5 | 1.3 |
| Parent company shareholder interest | 3.5 | 0.8 | -1.4 | -0.8 | 1.7 | 0.8 | 1.3 | 0.4 |
| October 31, | October 31, | |
|---|---|---|
| 2017 | 2016 | |
| Guarantees given on behalf of Group companies | ||
| Enterprise mortgages | 82,642 | 87,180 |
| Pledges given | 137,159 | 131,117 |
| Other liabilities | 18,495 | 12,715 |
| Other rental agreements | ||
| In one year | 10,246 | 7,096 |
| In over one year but within five years maximum | 22,215 | 16,202 |
| In over five years | 2,651 | 2,126 |
| Total | 35,112 | 25,424 |
PANOSTAJA's financial 32 statement Q4
The segmentation of Panostaja Group is based on investments with majority holdings that produce products and services that differ from each other. The investments in which Panostaja has majority holdings compose the company's operation segments. In addition to that there is the segment Others, in which associated companies and non-allocated items are reported, including the parent company.
| NET SALES | 11/16-10/17 | 11/15-10/16 |
|---|---|---|
| EUR 1,000 | ||
| Grano | 105,345 | 88,153 |
| KotiSun | 42,455 | 31,869 |
| KL-Varaosat | 13,540 | 13,043 |
| Selog | 10,764 | 10,271 |
| Helakeskus | 8,912 | 9,822 |
| Megaklinikka | 5,964 | 4,746 |
| Heatmasters | 5,300 | 4,498 |
| CoreHW | 994 | 0 |
| Others | 0 | 8 |
| Eliminations | -100 | -132 |
| Group in total | 193,173 | 162,277 |
| EBIT | 11/16-10/17 | 11/15-10/16 |
| EUR 1,000 | ||
| Grano | 6,299 | 7,838 |
| KotiSun | 6,593 | 5,778 |
| KL-Varaosat | 1,045 | 1,022 |
| Selog | 805 | 651 |
| Helakeskus | 546 | 328 |
| Megaklinikka | -1,644 | -1,528 |
| Megaklinikka | -1,644 | -1,528 |
|---|---|---|
| Heatmasters | -202 | -1,033 |
| CoreHW | 25 | 0 |
| Others | -3,964 | -2,921 |
| Group in total | 9,502 | 10,135 |
| DEPRECIATIONS | 11/16-10/17 | 11/15-10/16 | |
|---|---|---|---|
| EUR 1,000 | |||
| Grano | -5,916 | -4,078 | |
| KotiSun | -2,714 | -1,177 | |
| KL-Varaosat | -100 | -108 | |
| Selog | -200 | -202 | |
| Helakeskus | -73 | -93 | |
| Megaklinikka | -640 | -737 | |
| Heatmasters | -220 | -252 | |
| CoreHW | -34 | 0 | |
| Others | -72 | -74 | |
| Group in total | -9,969 | -6,722 |
| INTEREST-BEARING NET LIABILITIES EUR 1,000 |
October 31, 2017 |
October 31, 2016 |
|---|---|---|
| Grano | 55,830 | 34,400 |
| KotiSun | 9,874 | 8,228 |
| KL-Varaosat | 572 | 1,316 |
| Selog | -43 | 235 |
| Helakeskus | 5,534 | 5,460 |
| Megaklinikka | 5,854 | 5,085 |
| Heatmasters | 868 | 618 |
| CoreHW | 2,296 | 0 |
| Parent company | 7,769 | -8,898 |
| Others | 71 | 3,654 |
| Group in total | 88,623 | 50,098 |
The interest-bearing net liabilities for operations discontinued in the reference period are presented in the row Others.
| QUARTER NET SALES, MEUR |
Q4/17 | Q3/17 | Q2/17 | Q1/17 | Q4/16 | Q3/16 | Q2/16 | Q1/16 |
|---|---|---|---|---|---|---|---|---|
| Grano MEUR |
33.6 | 23.1 | 25.4 | 23.3 | 22.8 | 20.8 | 23.3 | 21.2 |
| KotiSun | 12.5 | 9.5 | 10.4 | 10.0 | 9.8 | 7.9 | 7.6 | 6.5 |
| KL-Varaosat | 3.6 | 3.5 | 3.2 | 3.2 | 3.4 | 3.2 | 3.3 | 3.2 |
| Selog | 2.8 | 2.9 | 2.4 | 2.6 | 2.7 | 2.8 | 2.5 | 2.3 |
| Helakeskus | 2.3 | 2.2 | 2.4 | 2.1 | 2.4 | 2.3 | 2.8 | 2.4 |
| Megaklinikka | 1.3 | 1.6 | 1.6 | 1.4 | 1.3 | 1.1 | 1.2 | 1.1 |
| Heatmasters | 1.8 | 1.3 | 1.3 | 0.9 | 1.3 | 1.2 | 1.1 | 0.9 |
| CoreHW | 1.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Others | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Eliminations | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | -0.1 | 0.0 | 0.0 |
| Group in total | 58.9 | 44.0 | 46.6 | 43.7 | 43.8 | 39.3 | 41.6 | 37.6 |
QUARTER EBIT, MEUR Q4/17 Q3/17 Q2/17 Q1/17 Q4/16 Q3/16 Q2/16 Q1/16 Grano 1.9 1.4 2.4 0.6 1.9 1.6 3.0 1.3 KotiSun 2.4 1.1 1.5 1.7 1.9 1.4 1.3 1.2 KL-Varaosat 0.3 0.3 0.2 0.2 0.4 0.2 0.2 0.2 Selog 0.3 0.3 0.1 0.1 0.2 0.2 0.1 0.1 Helakeskus 0.2 0.2 0.2 0.0 0.2 0.2 -0.2 0.1 Megaklinikka -0.2 0.0 -0.6 -0.8 -0.6 -0.2 -0.4 -0.3 Heatmasters 0.0 0.0 0.0 -0.3 -0.3 -0.2 -0.2 -0.3 CoreHW 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Others -1.7 -0.7 -0.8 -0.8 -0.7 -0.6 -0.8 -0.8 Group in total 3.2 2.7 2.9 0.7 2.9 2.7 3.0 1.5
| and interest-bearing net liabilities MEUR |
2017 October 31, 2016 | ||
|---|---|---|---|
| Liabilities total | 159.7 | 116.1 | |
| Non-interest-bearing liabilities | 48.1 | 35.2 | |
| Interest-bearing liabilities | 111.6 | 80.9 | |
| Trade and other receivables | 38.4 | 30.0 | |
| Non-interest-bearing receivables | 34.9 | 25.7 | |
| Interest-bearing receivables | 3.5 | 4.3 | |
| Interest-bearing liabilities | 111.6 | 80.9 | |
| Interest-bearing receivables | 3.5 | 4.3 | |
| Cash and cash equivalents | 19.5 | 26.6 | |
| Interest-bearing net liabilities | 88.6 | 50.1 |
Panostaja is an investment company developing Finnish SMEs in the role of an active majority shareholder. The company aims to be the most sought-after partner for business owners selling their companies as well as for the best managers and investors. Together with its partners, Panostaja increases the Group's shareholder value and creates Finnish success stories.
Panostaja has a majority holding in eight investment targets. Grano Oy is the most versatile expert of content services in Finland. Heatmasters Group offers heat treatment services for metals in Finland and internationally, as well as produces, develops and markets heat treatment technology. KL-Varaosat is an importer, wholesale dealer and retailer of original spare parts and supplies for Mercedes Benz, BMW and Volvo cars. KotiSun Oy is Finland's leading company in service water, heating and sewer network building technology renovations for houses. Megaklinikka Oy is a company providing health care services and the ERP system for healthcare providers. Suomen Helakeskus Oy is a major wholesaler of furniture fittings in Finland. Selog Oy is a specialty supplier and wholesaler of ceiling materials. CoreHW provides high-added value RF IC design services
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