Interim / Quarterly Report • Jul 22, 2014
Interim / Quarterly Report
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Interim Report 1-6/2014
Unless otherwise noted, the figures in brackets refer to the corresponding period in the previous year. Comparative figures for 2013 are carveout figures for the periods before the effective date of the partial demerger (June 30, 2013).
| EUR million | 4-6/14 | 4-6/13 Change | 1-6/14 | 1-6/13 Change 1-12/13 | |||
|---|---|---|---|---|---|---|---|
| Revenue | 588.4 | 652.8 | -10% | 1,179.7 | 1,260.6 | -6% | 2,543.6 |
| EBITDA | 2.1 | 12.9 | -84% | 11.7 | 22.3 | -48% | 70.9 |
| EBITDA margin, % | 0.4 | 2.0 | 1.0 | 1.8 | 2.8 | ||
| EBITDA excl. non-recurring items | 2.9 | 16.0 | -82% | 16.0 | 28.2 | -43% | 81.7 |
| EBITDA margin excl. non-recurring items, % | 0.5 | 2.5 | 1.4 | 2.2 | 3.2 | ||
| Operating profit | -3.6 | 7.8 | 0.4 | 12.1 | -97% | 49.4 | |
| Operating profit margin, % | -0.6 | 1.2 | 0.0 | 1.0 | 1.9 | ||
| Net profit for the period | -4.1 | 4.2 | -2.3 | 7.0 | 35.5 | ||
| Earnings per share, basic, EUR | -0.03 | 0.03 | -0.02 | 0.06 | 0.28 | ||
| Working capital | 48.6 | 99.8 | -51% | 48.6 | 99.8 | -51% | 46.0 |
| Operating cash flow after investments | -9.4 | -35.3 | -26.3 | -37.5 | 74.2 | ||
| Interest-bearing net debt, end of period | 142.5 | 194.0 | -27% | 142.5 | 194.0 | -27% | 86.5 |
| Gearing, end of period, % | 64.8 | 85.5 | 64.8 | 85.5 | 34.6 | ||
| Personnel, average for the period | 17,333 | 18,106 | -4% | 17,354 | 18,229 | -5% | 18,071 |
"The work to move from the old YIT financial holding model into a competitive coherent service and project corporation with common processes and tools is progressing well with full speed.
During April–June we have reviewed our overall project portfolio more closely in all the divisions and revised the cost estimates and provisions relating to some low-performing projects. The review has negatively impacted the reported EBITDA and the EBITDA full year guidance due to cost estimate adjustments to projects in the completion phase, provisions made for low-performing active projects and provisions made for old, completed projects. The latter has been considered as non-recurring items as defined in the financial tables under note 5. Caverion is conservative in defining non-recurring items, which are excluded from our EBITDA guidance.
Our Q2 results should be seen as an integrated part of our overall performance and part of completing the demerger and restructuring of the operations within Caverion and not an individual quarter as projects typically stretch over 12-24 months.
We are still in progress in increasing our profitability. This is the foundation we need in order to achieve growth in line with our vision: to become a leading European provider of advanced and sustainable life cycle solutions for buildings and industries.
We also strive to have more efficient and harmonised processes in all our countries. Having the best people is not enough, if the processes and tools supporting their work are not sufficient. We have therefore initiated process development and it is our firm goal to have all the redefined processes in place as by the end of the year.
In addition, we are investing in tools and templates to shorten the invoicing process. Our improved working capital management is already bearing fruit, which can be seen in our improved cash flow from operations for April– June."
There are no changes to the previously communicated market outlook.
The increase of technology in buildings, energy efficiency requirements, increasing digitalisation and automation all promote demand for Caverion's services over the coming years. The opportunities to grow in service and maintenance business are still favourable in all of Caverion's divisions in 2014. As technology in buildings is increasing the need for new services and the demand for life cycle solutions are expected to increase. New investments in building systems are expected to increase slightly and positive signs can be seen in tendering activity. The growing public investments and the need for renovation and repair work are expected to be the key factors behind the growth. The tightening of environmental legislation will improve the growth potential of energy efficiency services. Environmental certifications and energy efficiency will be significant factors that will allow the property owners to upgrade their property value. An increasing number of properties will be connected to remote monitoring through command centres.
Caverion updated its guidance for 2014 on July 14, 2014. According to the updated guidance Caverion estimates that the Group's revenue with comparable exchange rates and EBITDA excluding non-recurring items for 2014 will remain at the previous year's level.
In 2014 the targeted EBITDA level will be reached by improving the operational efficiency, growing the service and maintenance business as well as increasing the project business in Germany. The potential changes in general macroeconomic environment nonetheless may have an effect on Caverion's business and customers.
The Board of Directors of Caverion Corporation decided on 27 January, 2014 that Caverion's external reporting structure will be changed as of January 1, 2014 to better match the company's new management structure and business areas. The segments based on geographical areas (Building Services Northern Europe and Building Services Central Europe) are replaced by one single operative segment, that will also include the Group services and other items. Since Caverion's establishment, both service and maintenance and project businesses have been developed strongly across all countries. This interim report is the second one based on the new reporting structure. The change in reporting structure has no effect on the Group's strategic targets.
Caverion will hold a news conference and webcast on the Interim Report on Tuesday, July 22, 2014, at 11:00 a.m. (Finnish Time, EEST) at the Kämp Hotel (Gallen-Kallela meeting room), Kluuvikatu 2, Helsinki, Finland. The news conference can also be viewed live on Caverion's website at www.caverion.com/investors. It is also possible to participate in the event through a conference call by calling the assigned number +44 207 660 2078 (no conference ID or pin code required) at 10:55 a.m. (Finnish time, EEST) at the latest. More practical information on the news conference can be found on Caverion's website, www.caverion.com/investors.
Caverion will arrange a Capital Markets Day in Stockholm on September 10, 2014 at 9:00 a.m. (Swedish Time, CEST). More information on the programme has been published as a stock exchange release on June 18, 2014.
Interim Report for January - September will be published on October 31, 2014 at 9:00 a.m. (Finnish Time, EET).
Financial reports and other investor information are available at Caverion's website, www.caverion.com/investors, and IR App. The materials may also be ordered by sending an e-mail to [email protected].
Antti Heinola, Chief Financial Officer, Caverion Corporation, tel. +358 40 352 1033, [email protected]
Milena Hæggström, Head of Investor Relations, Caverion Corporation, tel. +358 40 5581 328, [email protected]
Distribution: NASDAQ OMX Helsinki, principal media, www.caverion.com
Comparative figures for 2013 are carve-out figures for the periods before the effective date of the partial demerger (June 30, 2013).
The overall market situation was stable despite the general economic environment and overall uncertainty.
The service and maintenance market was stable in all operating countries, with regional varioations within the countries. The general interest in life cycle services is increasing in all markets. Especially in Sweden the EPC agreements (Energy Performance Contracting) continued to develop well and are expected to continue to grow also during the rest of 2014.
The demand in the non-residential construction market remained low in Finland but activity level has already slightly increased and we have seen more tender requests recently. In Sweden the project market developed relatively well. Norway had a good operating environment in the project market while the challenges in Caverion's profitability in the Norwegian project business were internal. In Denmark the project market developed slowly with a low level of activity. Demand remained favourable and uncertainty in the project market eased in Germany and in Austria. Positive signs can be seen in tendering activity.
Revenue decreased by 6 percent in January–June compared to the previous year and was EUR 1,179.7 (1,260.6) million. The revenue for April–June decreased by 10 percent compared to the previous year and was EUR 588.4 (652.8) million. Changes in foreign exchange rates decreased the revenue for January–June by EUR 42.1 million and for April–June by EUR 18.4 million compared to the previous year, of which the Norwegian crown accounted for EUR 24.5 million and EUR 8.6 million and the Swedish crown for EUR 13.9 million and EUR 8.0 million, respectively. Revenue decreased by 3 percent at previous year's exchange rates for January–June and by 7 percent at previous year's exchange rates for April–June. As a result of the improved order backlog in 2013 the revenue increased by 7 percent in Germany during January–June compared to the previous year and was EUR 229.9 (214.8) million. Revenue decreased by 14 percent in Sweden during January–June compared to the previous year mainly due to increased selectiveness in projects and was EUR 292.3 (338.7) million.
The Group revenue of service and maintenance business decreased by 9 percent in January–June compared to the previous year and was EUR 642.2 (702.9) million, or 54 (56) percent of the Group's total revenue. The service and maintenance revenue for April–June decreased by 12 percent compared to the previous year and was EUR 318.7 (363.1) million, or 54 (56) percent of the Group's total revenue. The Group revenue of project business decreased by 4 percent from the previous year in January–June and was EUR 537.6 (557.9) million, or 46 (44) percent of the Group's total revenue. The project revenue for April–June decreased by 7 percent compared to the previous year and was EUR 269.6 (289.9) million, or 46 (44) percent of the Group's total revenue.
| Revenue, EUR | 4-6/ | 4-6/ | 1-6/ | 1-6/ | 1-12/ | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| million | 2014 | % | 2013 | % | Change | 2014 | % | 2013 | % | Change | 2013 |
| Sweden | 147.1 | 25% | 173.5 | 27% | -15% | 292.3 | 25% | 338.7 | 27% | -14% | 665.9 |
| Finland | 131.6 | 22% | 140.7 | 22% | -6% | 256.6 | 22% | 267.2 | 21% | -4% | 546.8 |
| Norway | 115.7 | 20% | 137.1 | 21% | -16% | 245.0 | 21% | 270.6 | 21% | -9% | 516.4 |
| Germany | 117.0 | 20% | 114.0 | 17% | 3% | 229.9 | 19% | 214.8 | 17% | 7% | 458.4 |
| Austria | 33.0 | 6% | 34.0 | 5% | -3% | 64.2 | 5% | 69.9 | 6% | -8% | 148.1 |
| Denmark | 28.5 | 5% | 36.6 | 6% | -22% | 60.1 | 5% | 67.6 | 5% | -11% | 139.8 |
| Other countries | 15.5 | 3% | 16.9 | 3% | -8% | 31.6 | 3% | 31.8 | 3% | -1% | 68.2 |
| Group, total | 588.4 | 100% | 652.8 | 100% | -10% | 1,179.7 | 100% | 1,260.6 | 100% | -6% | 2,543.6 |
| - Service and |
|||||||||||
| maintenance | 318.7 | 54% 363.1 | 56% | -12% | 642.2 | 54% | 702.9 | 56% | -9% | 1,409.3 | |
| - Projects |
269.6 | 46% 289.9 | 44% | -7% | 537.6 | 46% | 557.9 | 44% | -4% | 1,134.3 |
Revenue by country is presented based on the Group company location.
The Group EBITDA decreased by 48 percent compared to the previous year, amounting to EUR 11.7 (22.3) million in January–June, or 1.0 (1.8) percent of revenue. EBITDA excluding non-recurring items decreased by 43 percent to EUR 16.0 (28.2) million, or 1.4 (2.2) percent of revenue. The Group EBITDA decreased by 84 percent compared to the previous year, amounting to EUR 2.1 (12.9) million in April–June, or 0.4 (2.0) percent of revenue. EBITDA excluding non-recurring items decreased by 82 percent to EUR 2.9 (16.0) million, or 0.5 (2.5) percent of revenue.
Activities relating to the demerger and the restructuring of the business have taken a longer time than expected and are still partly ongoing. Projects in Norway and Denmark have continued to dilute the profitability in AprilíJune 2014. Furthermore, Caverion has reviewed the overall project portfolio more closely in all the divisions and revised the cost estimates and provisions relating to some low-performing projects. The review has negatively impacted the reported EBITDA and the EBITDA full year guidance due to cost estimate adjustments to projects in the completion phase, provisions made for low-performing active projects and provisions made for old, completed projects. The latter has been considered as non-recurring items as defined in the financial tables under note 5. The profitability of the Norwegian project business is expected to improve during the second half of 2014.
The Group EBITDA for January–June and April–June is burdened by non-recurring items of EUR -4.3 million and EUR -0.8 million, respectively. In April-June 2014 the non-recurring costs totalled EUR 14.0 million, consisting of expenses relating to a terminated M&A project, reorganisation costs and provisions for old, completed projects. These were offset by a non-recurring release of pension liability to pension costs of EUR 13.2 million following a transfer from Defined Benefit pension scheme to Defined Contribution pension scheme in Norway. In January– March 2014 a non-recurring payment of EUR 3.5 million was made which was related to a final settlement of an old export project in Danish operations due to bankruptcy of a joint venture partner. A more detailed breakdown of the non-recurring items has been presented in the financial tables under note 5 "Non-recurring items affecting EBITDA and operating profit".
Caverion's operating profit decreased by 97 percent compared to the previous year, amounting to EUR 0.4 (12.1) million in January–June, or 0.0 (1.0) percent of revenue. The operating profit for April–June amounted to EUR -3.6 (7.8) million, or -0.6 (1.2) percent of revenue.
Depreciation, amortisation and impairment amounted to EUR 11.3 (10.2) million in January–June, of which EUR 5.0 million were allocated intangibles related to acquisitions and EUR 6.4 million were other depreciations. Depreciation, amortisation and impairment amounted to EUR 5.7 (5.1) million in April–June, of which EUR 2.5 million were allocated intangibles related to acquisitions and EUR 3.2 million were other depreciations.
The other factors affecting operating profit have been described in more detail under EBITDA.
Profit before taxes amounted to EUR -3.0 (9.7) million, net profit to EUR -2.3 (7.0) million and earnings per share to EUR -0.02 (0.06) in January–June. The net financing expenses in January–June 2014 were EUR -3.4 (-2.4) million. The carve-out figures for January–June 2013 exclude the financial cost effect of the new financing arrangements transferred to Caverion Corporation as a result of the partial demerger of YIT.
The effective tax rate of the Group was 24.9 (28.0) percent in January–June. The decrease in effective tax rate was caused by the lowering of tax rate levels in Finland, Norway and Denmark for 2014.
The order backlog grew by 1 percent from the end of March 2014 (EUR 1,335.3 million) and was EUR 1,350.3 million at the end of June. The order backlog grew by 6 percent from the end of June 2013, at which time it stood at EUR 1,274.2 million. Changes in foreign exchange rates decreased the order backlog for January–June by EUR 21.0 million compared to corresponding period in the previous year and by EUR 6.7 million compared to the end of March 2014.
Gross capital expenditure on non-current assets included in the balance sheet totalled EUR 8.3 (22.6) million during January–June, representing 0.7 (1.8) percent of revenue.
Investments in information technology totalled EUR 7.1 (21.4) million during January–June 2014, mainly relating to the development of common business processes in 2014. Other investments amounted to EUR 1.2 (1.2) million.
Caverion made no acquisitions or disposals during January–June 2014.
The Group's operating cash flow after investments amounted to EUR -26.3 (-37.5) million in January–June 2014, burdened by IT license prepayments of EUR 4.3 million and a non-recurring payment of EUR 3.5 million related to a final settlement in Denmark. The Group's operating cash flow after investments amounted to EUR -9.4 (-35.3) million in April–June 2014. Investments of EUR 8.2 million in January–June related mainly to IT and development of common business processes.
Caverion aims to reduce the level of working capital on an annual basis and its seasonality within the year as well as reach negative working capital by the end of 2016. Working capital increased by EUR 2.6 million compared to December 31, 2013 (EUR 46.0 million) and amounted to 48.6 million at the end of June. Working capital decreased by 51 percent compared to the previous year and amounted to 48.6 (99.8) million at the end of June. The target to reach negative working capital by the end of 2016 is progressing according to plan.
Caverion's cash and cash equivalents amounted to EUR 50.9 million at the end of June (3/2014: EUR 115.5 million and 12/2013: EUR 133.3 million). In addition, Caverion has undrawn revolving credit facilities amounting to EUR 60.0 million and undrawn overdraft facilities amounting to EUR 19.0 million.
The Group's interest-bearing loans and borrowings amounted to EUR 193.4 million at the end of June (3/2014: EUR 219.6 million and 12/2013: EUR 219.8 million), and the average interest rate after hedges was 2.10 percent. Fixed-rate loans after hedges accounted for approximately 42 percent of the Group's borrowings. Approximately 83 percent of the loans have been raised from banks and other financial institutions, approximately 10 percent directly from the money markets and approximately 5 percent from insurance companies. A total of EUR 71.6 million of the interest-bearing loans and borrowings will fall due during the next 12 months.
Caverion's external loans are subject to a financial covenant based on the ratio of the Group's net debt to EBITDA. Net debt amounted to EUR 142.5 million at the end of June (3/2014: EUR 104.1 million and 12/2013: EUR 86.5 million).
| Personnel by country | 6/14 | 3/14 | Change | 6/14 | 6/13 | Change | 12/13 |
|---|---|---|---|---|---|---|---|
| Finland | 4,905 | 4,668 | 5% | 4,905 | 4,987 | -2% | 4,772 |
| Sweden | 3,939 | 3,958 | 0% | 3,939 | 4,138 | -5% | 3,993 |
| Norway | 3,060 | 3,206 | -5% | 3,060 | 3,581 | -15% | 3,469 |
| Germany | 2,390 | 2,388 | 0% | 2,390 | 2,399 | 0% | 2,429 |
| Austria | 721 | 708 | 2% | 721 | 700 | 3% | 711 |
| Denmark | 1,007 | 1,018 | -1% | 1,007 | 1,041 | -3% | 1,019 |
| Other countries | 1,395 | 1,321 | 6% | 1,395 | 1,279 | 9% | 1,280 |
| Group, total | 17,417 | 17,267 | 1% | 17,417 | 18,125 | -4% | 17,673 |
In January–June the Group employed 17,354 (18,229) people on average. At the end of June, the Group employed 17,417 (18,125) people. The personnel expenses for January–June amounted to a total of EUR 510.6 (549.8) million. Caverion Group currently employs approximately 300 summer trainees and 300 other trainees and apprentices.
The key focus areas for people and human resources in January-June were to continue building a firm foundation for growth and efficient way of operating. Furthermore, the goal is to ensure future professionals and leaders for whole Caverion. In April–June 2014, Caverion focused on acquiring new competences and key leaders to build successful future Caverion. Caverion conducted performance development reviews, division management talent reviews and summer trainee and apprentice campaigns. Professional training programs were also conducted for subject areas such as safety, services and projects as well as leadership development programs. The occupational safety rates have shown favorable progress. Caverion is one of the industry benchmarks in its practises.
Caverion's business involves a number of strategic, operational, financial and event risks. Risk management is an integral part of the Group's management, monitoring and reporting systems. The nature and probability of strategic risks is continuously monitored and reported on. A strategic risk assessment is carried out at Group level once a year in connection with the review of the strategy.
Caverion's financial statemens bulletin for January 1 – 31 December 2013 published on 28 January, 2014 describes the most significant business risks, and no significant changes have taken place compared to the status stated therein.
A more detailed account of the risks relating to Caverion and its operating environment and business has been published in the Board of Director's Report published in the annual report for 2013. Financial risks have been described in more detail in the Financial Statements note 30 "Financial Risk Management".
The demerger of YIT became effective when YIT's Extraordinary General Meeting approved the demerger and its implementation was recorded with the Finnish Trade Register on June 30, 2013. More detailed information related to the demerger is presented in the registration document according to the Finnish Securities Markets Act as well as the securities note and summary (together with the registration document "the Prospectus"), which have been available as of June 5, 2013, on YIT's website at www.yit.fi/sijoittajat. The unofficial English translation of the Prospectus has been available as of June 5, 2013, on YIT's website at www.yitgroup.com/investors. All demergerrelated information is available in the Investors section of YIT's website at www.yitgroup.com/demerger.
The Annual General Meeting of Caverion, held on March 17, 2014, decided on the composition of the Board of Directors of Caverion and their fees, the election of the auditor of Caverion and its fee as well as the authorisation of the Board of Directors of Caverion on the repurchase of own shares and share issues.
The Annual General Meeting elected a Chairman, Vice Chairman and three ordinary members to the Board of Directors. Henrik Ehrnrooth was elected as the Chairman of the Board of Directors, Ari Lehtoranta as the Vice Chairman and Anna Hyvönen, Eva Lindqvist and Michael Rosenlew as members of the Board of Directors. The Board of Directors' term expires at the end of the next Annual General Meeting.
The stock exchange release on the resolutions passed at the general meeting of Caverion Corporation is available on Caverion's website at www.caverion.com.
The Board of Directors of Caverion Corporation held its organisational meeting on March 17, 2014. At the meeting the Board decided on the composition of the Human Resources Committee and the Audit Committee. A description of the committees' tasks and charters are available on Caverion's website at www.caverion.com.
The Annual General Meeting on March 17, 2014 decided that a dividend of EUR 0.22 were to be paid per share, or a total of EUR 27.6 million. No dividend was paid for the treasury shares. The date of record for dividend distribution was March 20, 2014, and the dividends were paid on April 2, 2014.
Caverion Corporation is a public limited company organised under the laws of the Republic of Finland, incorporated on the effective date of YIT's partial demerger on June 30, 2013. The company has a single series of shares, and each share entitles its holder to one vote at the General Meeting of the company and to an equal dividend. The company's shares have no nominal value.
At the beginning of January 1, 2014, the number of shares was 125,596,092 and the share capital was EUR 1,000,000. Caverion held 4,080 treasury shares on January 1, 2014.
During the review period, 1,557 Caverion shares were returned to the company in accordance with the terms and conditions of the share-based incentive scheme of YIT Corporation, after which the company held 5,637 treasury shares at the end of June 2014. Number of shares outstanding was 125,590,455 on June 30, 2014.
Caverion has not made any decisions regarding issuance of option rights or other special rights entitling to shares.
Caverion's Board of Directors approved a long-term share-based incentive plan 2014í2016 for the company's key senior executives on May 26, 2014. In total, the plan will cover approximately 40 persons. The potential reward is based on the targets set for Group revenue and EBITDA margin until the end of 2016. If all targets will be reached, the share award will in total correspond to a maximum of 500,000 Caverion shares. The reward is to be paid in Caverion shares and as cash payment, which is intended to cover the taxes and tax-related costs arising from the reward.
The plan consists of one three-year performance period in 2014í2016. It is followed by a one-year vesting period, after which the potential rewards will be paid in spring 2018. A person participating in the plan has the possibility to earn a reward only if his/her employment continues until the payment of the reward. More information on the a long-term share-based incentive plan has been released in a stock exchange release on May 26, 2014.
The Annual General Meeting of Caverion Corporation, held on March 17, 2014, authorised Caverion's Board of Directors to decide on the repurchase of own shares in accordance with the proposal by the Board of Directors. The authorisation covers the purchasing of a maximum of 12,500,000 company shares using the funds from the company's unrestricted equity. The shares are not to be purchased in proportion to the shareholders' holdings. The shares will be purchased in public trading on NASDAQ OMX Helsinki Ltd.
The authorisation is valid until March 31, 2015. The Board of Directors has not used the authorization during the review period. The Board of Directors resolved after the review period on July 21, 2014 to start a share repurchase program based on the authorization given by the Annual General Meeting of Shareholders on March 17, 2014. The Board of Directors resolved to acquire a maximum of 500,000 company's own shares. Additional information has been presented in the financial tables under note 10 "Events after the reporting period".
The Annual General Meeting of Caverion Corporation, held on March 17, 2014, authorised Caverion's Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors. The authorisation may be used in full or in part by issuing a maximum of 25,000,000 Caverion shares in one or more issues. The share issues may be directed, that is, in deviation from the shareholders' pre-emptive rights, and shares may be issued for subscription against payment or without charge. A share issue may also be directed to the company itself, within the limitations laid down in the Limited Liability Companies Act.
The share issue authorisation includes the authorisation to transfer own shares acquired through share issues. This authorisation applies to a maximum of 12,500,000 shares. The Board of Directors was authorised to decide on the purpose and the terms and conditions for such transfer.
The authorisation is valid until March 31, 2015. The Board of Directors has not used the authorization during 2014.
Trading in Caverion shares commenced on July 1, 2013.
The opening price of Caverion's share was EUR 8.90 on at the beginning of the year 2014. The closing rate on the last trading day of the review period on June 30, 2014 was EUR 7.72. The share price decreased by 13 percent during January–June. The highest price of the share during the review period January–June was EUR 8.92, the lowest was EUR 6.50 and the average price was EUR 7.66. Share turnover on NASDAQ OMX in January–June amounted to 27.4 million shares. The value of share turnover was EUR 209.6 million (source: NASDAQ OMX).
In addition to the Helsinki Stock Exchange, Caverion's shares are also traded in other market places, such as BATS Chi-X, Frankfurt Stock Exchange (Open Market), Turquoise and Burgundy. During January–June, 1.7 million Caverion Corporation shares changed hands in alternative market places, corresponding to approximately 3.8 percent of the total share trade. Of the alternative market places, Caverion shares changed hands particularly in BATS Chi-X. Furthermore, during January–June, 16.2 million Caverion Corporation shares changed hands in OTC trading outside NASDAQ OMX, corresponding to approximately 35.8 percent of the total share trade (source: Fidessa Fragmentation Index).
Caverion Corporation's market capitalisation at the end of the review period was EUR 969.6 million. Market capitalisation has been calculated excluding the shares held by the company.
At the end of June 2014, the number of registered shareholders in Caverion was 33,134 (3/2014: 32,590). At the end of June 2014, a total of 34.4 percent of the shares were owned by nominee-registered and non-Finnish investors (3/2014: 35.4%).
On May 19, 2014 the company published a disclosure of change in ownership in Caverion Corporation in accordance with Chapter 9, section 5 of the Securities Market Act, according to which the holdings of Security Trading Ltd, a company controlled by Antti Herlin, in Caverion Corporation shares had exceeded the threshold of 1/20 (5 percent).
On March 28, 2014 the company published a disclosure of change in ownership in Caverion Corporation in accordance with Chapter 9, section 5 of the Securities Market Act, according to which the total holdings of Varma Mutual Pension Insurance Company in Caverion Corporation shares had fallen below the threshold of 1/20 (5 percent).
On February 4, 2014 the company published a disclosure of change in ownership in Caverion Corporation in accordance with Chapter 9, section 5 of the Securities Market Act, according to which the total holdings of Antti Herlin and the companies controlled by him, Holding Manutas Ltd and Security Trading Ltd, in Caverion Corporation shares had exceeded the threshold of 1/20 (5 percent).
Updated lists of Caverion's largest shareholders and ownership structure by sector as per June 30, 2014, are available on Caverion's website at www.caverion.com/investors and on Caverion's IR App.
| EUR million | 4-6/2014 | 4-6/2013 | 1-6/2014 | 1-6/2013 | 1-12/2013 |
|---|---|---|---|---|---|
| Revenue | 588.4 | 652.8 | 1,179.7 | 1,260.6 | 2,543.6 |
| Other operating income and expenses | -586.3 | -639.9 | -1,168.1 | -1,238.3 | -2,472.7 |
| Share of results of associated companies | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Depreciation, amortisation and impairment | -5.7 | -5.1 | -11.3 | -10.2 | -21.5 |
| Operating profit | -3.6 | 7.8 | 0.4 | 12.1 | 49.4 |
| % of revenue | -0.6 | 1.2 | 0.0 | 1.0 | 1.9 |
| Financial income and expenses, net | -1.9 | -2.1 | -3.4 | -2.4 | -6.6 |
| Profit before taxes | -5.5 | 5.7 | -3.0 | 9.7 | 42.8 |
| % of revenue | -0.9 | 0.9 | -0.3 | 0.8 | 1.7 |
| Income taxes | 1.4 | -1.5 | 0.7 | -2.7 | -7.3 |
| Profit for the period | -4.1 | 4.2 | -2.3 | 7.0 | 35.5 |
| % of revenue | -0.7 | 0.6 | -0.2 | 0.6 | 1.4 |
| Attributable to: | |||||
| Equity holders of the parent company | -4.1 | 4.2 | -2.3 | 7.0 | 35.5 |
| Non-controlling interest | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Earnings per share attributable to the equity holders of the parent company |
|||||
| Earnings per share, basic, EUR | -0.03 | 0.03 | -0.02 | 0.06 | 0.28 |
| Earnings per share, diluted, EUR | -0.03 | 0.03 | -0.02 | 0.06 | 0.28 |
| EUR million | 4-6/2014 | 4-6/2013 | 1-6/2014 | 1-6/2013 | 1-12/2013 |
|---|---|---|---|---|---|
| Profit for the period | -4.1 | 4.2 | -2.3 | 7.0 | 35.5 |
| Other comprehensive income | |||||
| Items that will not be reclassified to | |||||
| profit/loss: | |||||
| - Change in fair value of defined benefit | |||||
| pension | 2.9 | 2.4 | -2.1 | ||
| -- Deferred tax | -0.6 | -0.6 | 1.5 | ||
| Items that may be reclassified subsequently to profit/loss: |
|||||
| - Cash flow hedges | 0.1 | 0.0 | 0.1 | 0.1 | 0.1 |
| -- Deferred tax | 0.0 | 0.0 | 0.0 | ||
| - Change in fair value of available for sale | |||||
| investments | 0.0 | 0.0 | 0.0 | 0.0 | -0.3 |
| -- Deferred tax | 0.0 | 0.0 | 0.1 | ||
| - Translation differences | -1.8 | -3.0 | -2.3 | -1.5 | -5.9 |
| Other comprehensive income, total | 0.6 | -3.0 | -0.4 | -1.4 | -6.6 |
| Total comprehensive result | -3.6 | 1.2 | -2.7 | 5.6 | 28.9 |
| Attributable to: | |||||
| Equity holders of the parent company | -3.6 | 1.2 | -2.7 | 5.6 | 28.9 |
| Non-controlling interests | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| EUR million | Jun 30, 2014 | Jun 30, 2013 | Dec 31, 2013 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 26.8 | 30.2 | 27.9 |
| Goodwill | 335.7 | 335.7 | 335.7 |
| Other intangible assets | 48.5 | 53.5 | 48.4 |
| Shares in associated companies | 0.1 | 0.1 | 0.1 |
| Other investments | 2.0 | 2.3 | 2.0 |
| Other receivables | 2.3 | 3.1 | 2.3 |
| Deferred tax assets | 6.5 | 5.8 | 3.5 |
| Current assets | |||
| Inventories | 23.5 | 42.4 | 29.5 |
| Trade and other receivables | 683.9 | 770.5 | 691.4 |
| Cash and cash equivalents | 50.9 | 43.8 | 133.3 |
| Total assets | 1,180.2 | 1,287.4 | 1,274.3 |
| Equity and liabilities | |||
| Equity | 219.9 | 226.8 | 250.1 |
| Non-current liabilities | |||
| Deferred tax liabilities | 65.0 | 68.2 | 62.1 |
| Pension obligations | 33.5 | 45.5 | 51.1 |
| Provisions | 9.0 | 7.1 | 9.1 |
| Borrowings | 121.7 | 172.0 | 148.5 |
| Other liabilities | 0.1 | 0.2 | 0.2 |
| Current liabilities | |||
| Advances received | 169.6 | 147.0 | 147.4 |
| Trade and other payables | 471.3 | 535.1 | 517.8 |
| Provisions | 18.4 | 19.6 | 16.7 |
| Borrowings | 71.6 | 65.7 | 71.3 |
| Total equity and liabilities | 1,180.2 | 1,287.4 | 1,274.3 |
| EUR million | Jun 30, 2014 | Jun 30, 2013 | Dec 31, 2013 |
|---|---|---|---|
| Inventories | 23.5 | 42.4 | 29.5 |
| Trade and POC receivables | 631.1 | 710.9 | 647.1 |
| Other current receivables | 46.6 | 40.1 | 42.8 |
| Trade and POC payables | -234.2 | -288.0 | -280.4 |
| Other current payables * | -248.8 | -258.5 | -245.5 |
| Advances received | -169.6 | -147.2 | -147.4 |
| Working capital | 48.6 | 99.8 | 46.0 |
* including current provisions
| Equity attributable to owners of the parent | ||||||||
|---|---|---|---|---|---|---|---|---|
| EUR million | Share capital |
Retained earnings |
Cumulative translation differences |
Fair value reserve |
Treasury shares |
Total | Non controlling interest |
Total equity |
| Equity on January 1, 2014 | 1.0 | 247.0 | 1.7 | -0.2 | 0.0 | 249.5 | 0.6 | 250.1 |
| Comprehensive income | ||||||||
| Profit for the period | -2.3 | -2.3 | 0.0 | -2.3 | ||||
| Other comprehensive income: | ||||||||
| Change in fair value of defined benefit pension |
2.4 | 2.4 | 2.4 | |||||
| - Deferred tax | -0.6 | -0.6 | -0.6 | |||||
| Cash flow hedges | 0.1 | 0.1 | 0.1 | |||||
| - Deferred tax | 0.0 | 0.0 | 0.0 | |||||
| Change in fair value of available for sale assets |
0.0 | 0.0 | 0.0 | |||||
| - Deferred tax | ||||||||
| Translation differences | -2.3 | -2.3 | -2.3 | |||||
| Comprehensive income, total | -0.5 | -2.3 | 0.0 | -2.7 | 0.0 | -2.7 | ||
| Transactions with owners | ||||||||
| Dividend distribution | -27.6 | -27.6 | -27.6 | |||||
| Share-based payments * | 0.1 | 0.0 | 0.1 | 0.1 | ||||
| Transactions with owners, total | -27.5 | 0.0 | -27.5 | -27.5 | ||||
| Equity on June 30, 2014 | 1.0 | 219.0 | -0.6 | -0.1 | 0.0 | 219.3 | 0.6 | 219.9 |
* cost from YIT Group's share-based incentive plan transferred to Caverion Group in the partial demerger
| Equity attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| EUR million | Invested equity |
Share capital |
Retained earnings |
Cumulative translation differences |
Fair value reserve |
Treasury shares |
Total | Non control ling interest |
Total equity |
| Equity on January 1, 2013 | 379.3 | 7.7 | -0.1 | 386.8 | 0.6 | 387.4 | |||
| Comprehensive income 1- 6/13 |
|||||||||
| Profit for the period Other comprehensive |
7.0 | 7.0 | 0.0 | 7.0 | |||||
| income: | 0.1 | 0.1 | 0.1 | ||||||
| Cash flow hedges | |||||||||
| - Deferred tax Change in fair value of available for sale assets |
0.0 | 0.0 | 0.0 | ||||||
| - Deferred tax | 0.0 | 0.0 | 0.0 | ||||||
| Translation differences | -1.5 | -1.5 | -1.5 | ||||||
| Comprehensive income 1- 6/13, total |
7.0 | -1.5 | 0.1 | 5.6 | 0.0 | 5.6 | |||
| Transactions with owners | |||||||||
| Share-based payments * | -0.8 | -0.8 | -0.8 | ||||||
| Equity transactions with YIT Group |
-164.5 | -164.5 | -164.5 | ||||||
| Transactions with owners, total |
-165.3 | -165.3 | -165.3 | ||||||
| Demerger on June 30, 2013 | -221.0 | 1.0 | 220.0 | 0.0 | 0.0 | ||||
| Demerger related capitalised costs |
-0.9 | -0.9 | -0.9 | ||||||
| Equity on June 30, 2013 | 0.0 | 1.0 | 219.1 | 6.1 | 0.1 | 226.2 | 0.6 | 226.8 | |
| Comprehensive income 7- 12/13 |
|||||||||
| Profit for the period | 28.5 | 28.5 | 0.0 | 28.5 | |||||
| Other comprehensive income: |
|||||||||
| Change in fair value of defined benefit pension |
-2.1 | -2.1 | -2.1 | ||||||
| - Deferred tax | 1.5 | 1.5 | 1.5 | ||||||
| Cash flow hedges | -0.1 | -0.1 | -0.1 | ||||||
| - Deferred tax | 0.0 | 0.0 | 0.0 | ||||||
| Change in fair value of available for sale assets |
-0.2 | -0.2 | -0.2 | ||||||
| - Deferred tax | 0.1 | 0.1 | 0.1 | ||||||
| Translation differences | -4.3 | -4.3 | -4.3 | ||||||
| Comprehensive income 7- 12/13, total |
27.9 | -4.3 | -0.2 | 23.3 | 0.0 | 23.3 | |||
| Transactions with owners | |||||||||
| Share-based payments * | 0.1 | 0.0 | 0.1 | 0.1 | |||||
| Transactions with owners, total |
0.1 | 0.0 | 0.1 | 0.1 | |||||
| Equity on December 31, 2013 |
- | 1.0 | 247.0 | 1.7 | -0.2 | 0.0 | 249.5 | 0.6 | 250.1 |
* cost from YIT Group's share-based incentive plan transferred to Caverion Group in the partial demerger
| EUR million | 4-6/2014 | 4-6/2013 | 1-6/2014 | 1-6/2013 | 1-12/2013 |
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| Net profit for the period | -4.1 | 4.2 | -2.3 | 7.0 | 35.5 |
| Adjustments to net profit | -3.3 | 17.8 | 1.3 | 14.2 | 31.0 |
| Change in working capital | 11.5 | -33.3 | -6.1 | -25.2 | 42.0 |
| Financial items, net | -2.4 | 0.3 | -3.5 | -0.5 | -2.3 |
| Taxes paid | -5.8 | -8.3 | -7.6 | -15.7 | -5.7 |
| Net cash from operating activities | -4.1 | -19.3 | -18.0 | -20.3 | 100.4 |
| Cash flows used in investing activities | |||||
| Acquisition of subsidiaries, net of cash | -0.4 | -0.4 | -0.8 | -0.8 | |
| Capital expenditure and other investments, net | -5.0 | -16.0 | -7.9 | -16.4 | -25.5 |
| Net cash used in investing activities | -5.4 | -16.0 | -8.2 | -17.2 | -26.2 |
| Operating cash flow after investments | -9.4 | -35.3 | -26.3 | -37.5 | 74.2 |
| Cash flows used in financing activities | |||||
| Change in current liabilities, net | 18.9 | 14.8 | 18.5 | 14.7 | -0.7 |
| Proceeds from borrowings | 162.0 | 162.0 | 162.0 | ||
| Repayments of borrowings | -45.3 | -26.0 | -45.3 | -29.5 | -33.5 |
| Equity financing with YIT Group | -135.8 | -164.5 | -164.5 | ||
| Dividends paid | -27.6 | -27.7 | |||
| Net cash used in financing activities | -54.0 | 14.8 | -54.5 | -17.5 | -36.8 |
| Change in cash and cash equivalents | -63.5 | -20.5 | -80.8 | -55.0 | 37.3 |
| Cash and cash equivalents at the beginning of the period | 115.5 | 66.4 | 133.3 | 100.8 | 100.8 |
| Change in the fair value of the cash equivalents | -1.1 | -2.1 | -1.7 | -2.0 | -4.8 |
| Cash and cash equivalents at the end of the period | 50.9 | 43.8 | 50.9 | 43.8 | 133.3 |
Caverion Corporation's Interim Report for January-June 2014 has been prepared in accordance with IAS 34, 'Interim Financial Reporting'.
Caverion Corporation has changed its segment reporting as of January 1, 2014 to better match the company's new management structure and business areas. The segments based on geographical areas (Building Services Northern Europe and Building Services Central Europe) are replaced by one single operative segment, that includes the Group services and other items as well. Otherwise Caverion has applied the same accounting principles in the preparation of the Interim Report as in its Financial Statements for 2013. Changes in IAS/IFRS standards have no material impact on the Interim Report.
The information presented in this Interim Report has not been audited.
In the Interim Report the figures are presented in million euros subject to rounding, which may cause some rounding inaccuracies in column and total sums.
Caverion has formed a separate legal group as of June 30, 2013 when the partial demerger of Building Services business ("demerger") of YIT Corporation became effective. At this date, all of the assets and liabilities directly related to the Building Services business were transferred to Caverion Corporation.
The financial information presented in this Interim Report is based on actual figures as an independent group after the consummation of the demerger and carve-out figures prior to the consummation of the demerger. The carveout financial information presented in this Interim Report reflects the performance and financial position of the entities that have historically formed the Building Services business within YIT Group.
Accordingly, the income statements, statements of cash flows, statement of financial position, statement of changes in equity and the related key figues for the periods before June 30, 2013 are based on carve-out financial information of Building Services business of YIT Group and on actual figures as an independent group for the periods after the consummation of the partial demerger.
The earnings per share for the periods prior to the demerger were computed as if the shares issued at the demerger were outstanding for all periods presented.
Refinancing relating to the partial demerger was arranged and finalized during June 2013. The carve-out financial information for the periods prior to the consummation of the demerger have not been adjusted to reflect the effects of this reorganization of financing. Thus, the assets, equity and liabilities presented in this Interim Report are not comparable with all comparative periods.
The accounting priciples of the carve-out financial information have been described in more detail in the Financial Statements for 2013 published on February 21, 2014.
| 1-6/2014 | 1-6/2013 | 12/2013 | |
|---|---|---|---|
| Revenue, EUR million | 1,179.7 | 1,260.6 | 2,543.6 |
| EBITDA, EUR million | 11.7 | 22.3 | 70.9 |
| EBITDA margin, % | 1.0 | 1.8 | 2.8 |
| Operating profit, EUR million | 0.4 | 12.1 | 49.4 |
| Operating profit margin, % | 0.0 | 1.0 | 1.9 |
| Profit before taxes, EUR million | -3.0 | 9.7 | 42.8 |
| % of revenue | -0.3 | 0.8 | 1.7 |
| Profit for the period, EUR million | -2.3 | 7.0 | 35.5 |
| % of revenue | -0.2 | 0.6 | 1.4 |
| Earnings per share, basic, EUR* | -0.02 | 0.06 | 0.28 |
| Earnings per share, diluted, EUR* | -0.02 | 0.06 | 0.28 |
| Equity per share, EUR* | 1.7 | 1.8 | 2.0 |
| Financial income and expenses, net, EUR million | -3.4 | -2.4 | -6.6 |
| Equity ratio, % | 21.8 | 19.9 | 22.2 |
| Interest-bearing net debt, EUR million | 142.5 | 194.0 | 86.5 |
| Gearing ratio, % | 64.8 | 85.5 | 34.6 |
| Total assets, EUR million | 1,180.2 | 1,287.4 | 1,274.3 |
| Operating cash flow after investments, EUR million | -26.3 | -37.5 | 74.2 |
| Working capital, EUR million | 48.6 | 99.8 | 46.0 |
| Gross capital expenditures, EUR million | 8.3 | 22.6 | 27.8 |
| % of revenue | 0.7 | 1.8 | 1.1 |
| Order backlog, EUR million | 1,350.3 | 1,274.2 | 1,240.7 |
| Personnel, average for the period | 17,354 | 18,229 | 18,071 |
| Number of outstanding shares at the end of the period | |||
| (thousands) | 125,590 | 125,596 | 125,592 |
| Average number of shares (thousands) | 125,591 | 125,596 | 125,595 |
* Computed using the number of shares issued at the partial demerger for carve-out periods.
| 10- | ||||||
|---|---|---|---|---|---|---|
| EUR million | 4-6/2014 | 1-3/2014 | 12/2013 | 7-9/2013 | 4-6/2013 | 1-3/2013 |
| Revenue | 588.4 | 591.3 | 688.1 | 594.8 | 652.8 | 607.9 |
| EBITDA | 2.1 | 9.6 | 25.3 | 23.3 | 12.9 | 9.4 |
| EBITDA margin, % | 0.4 | 1.6 | 3.7 | 3.9 | 2.0 | 1.5 |
| Operating profit | -3.6 | 3.9 | 19.5 | 17.8 | 7.8 | 4.3 |
| Operating profit margin, % | -0.6 | 0.7 | 2.8 | 3.0 | 1.2 | 0.7 |
| 10- | ||||||
|---|---|---|---|---|---|---|
| 4-6/2014 | 1-3/2014 | 12/2013 | 7-9/2013 | 4-6/2013 | 1-3/2013 | |
| Earnings per share, basic, EUR* | -0.03 | 0.01 | 0.14 | 0.09 | 0.03 | 0.02 |
| Earnings per share, diluted, EUR* | -0.03 | 0.01 | 0.14 | 0.09 | 0.03 | 0.02 |
| Equity per share, EUR* | 1.7 | 1.8 | 2.0 | 1.9 | 1.8 | 2.9 |
| Financial income and expenses, net, | ||||||
| EUR million | -1.9 | -1.5 | -2.3 | -1.9 | -2.1 | -0.3 |
| Equity ratio, % | 21.8 | 20.2 | 22.2 | 21.1 | 19.9 | 32.8 |
| Interest-bearing net debt, EUR | ||||||
| million | 142.5 | 104.1 | 86.5 | 190.1 | 194.0 | 21.2 |
| Gearing ratio, % | 64.8 | 46.6 | 34.6 | 79.7 | 85.5 | 5.8 |
| Total assets, EUR million | 1,180.2 | 1,259.1 | 1,274.3 | 1,291.1 | 1,287.4 | 1,263.1 |
| Operating cash flow after | ||||||
| investments, EUR million | -9.4 | -16.9 | 106.4 | 5.3 | -35.3 | -2.2 |
| Working capital, EUR million | 48.6 | 64.5 | 46.0 | 119.9 | 99.8 | 87.2 |
| Gross capital expenditures, EUR | ||||||
| million | 5.2 | 3.1 | 4.4 | 0.8 | 21.7 | 0.9 |
| % of revenue | 0.9 | 0.5 | 0.6 | 0.1 | 3.3 | 0.1 |
| Order backlog, EUR million | 1,350.3 | 1,335.3 | 1,240.7 | 1,296.0 | 1,274.2 | 1,315.2 |
| Personnel at the end of the period | 17,417 | 17,267 | 17,673 | 17,890 | 18,125 | 18,264 |
| Number of outstanding shares at the | ||||||
| end of the period (thousands) | 125,590 | 125,590 | 125,592 | 125,595 | 125,596 | n/a |
| Average number of shares | ||||||
| (thousands) | 125,590 | 125,592 | 125,595 | 125,596 | 125,596 | n/a |
* Computed using the number of shares issued at the partial demerger for carve-out periods.
| EBITDA = | Operating profit (EBIT) + depreciation, amortisation and impairment |
|---|---|
| Working capital = | Inventories + trade and POC receivables + other current receivables - trade and POC payables - other current payables - advances received - current provisions |
| Equity ratio (%) = | Equity + non-controlling interest x 100 Total assets - advances received |
| Gearing ratio (%) = | Interest-bearing liabilities - cash and cash equivalents x 100 Shareholder's equity + non-controlling interest |
| Interest-bearing net debt = | Interest-bearing liabilities - cash and cash equivalents |
| Earnings / share, basic = | Net profit for the period (attributable for equity holders) Weighted average number of shares outstanding during the period |
| Earnings / share, diluted = | Net profit for the period (attributable for equity holders) Weighted average diluted number of shares outstanding during the period |
| Equity / share = | Shareholders' equity Number of outstanding shares at the end of period |
| EUR million | 4-6/2014 | 1-3/2014 | 10-12/2013 | 7-9/2013 | 4-6/2013 | 1-3/2013 |
|---|---|---|---|---|---|---|
| M&A expenses | -1.4 | -1.4 | ||||
| Reorganisation | -3.8 | -1.4 | -2.8 | |||
| Provisions for old, completed | ||||||
| projects | -8.9 | -3.5 | ||||
| Pension plan termination | 13.2 | |||||
| Demerger costs | -1.4 | -3.5 | -0.3 | |||
| Non-recurring items total | -0.8 | -3.5 | -1.4 | -3.5 | -3.1 | -2.8 |
The Group EBITDA for January–June and April–June is burdened by non-recurring items of EUR -4.3 million and EUR -0.8 million, respectively. In April-June 2014 the non-recurring costs totalled EUR 14.0 million, consisting of expenses relating to a terminated M&A project, reorganisation costs and provisions for old, completed projects. These were offset by a non-recurring release of pension liability to pension costs of EUR 13.2 million following a transfer from Defined Benefit pension scheme to Defined Contribution pension scheme in Norway. Project estimate changes are regarded as non-recurring items only if they are significant and fill all the following criteria: 1) the project must have been technically completed, 2) the project revenue has mostly been recognised during previous financial years and 3) there is a dispute in the project.
In January–March 2014 a non-recurring payment of EUR 3.5 million was made which was related to a final settlement of an old export project in Danish operations due to bankruptcy of a joint venture partner.
Demerger related costs totalled EUR 1.4 million during October - December 2013 and EUR 3.5 million during July–September 2013.
During April–June 2013 Group entered one-off items relating to restructuring amounting to EUR 1.4 million. The operating profit was burdened by HOCHTIEF Service Solutions M&A related project costs amounting to EUR 1.4 million. Demerger related costs amounted to EUR 0.3 million during April-June 2013.
Approximately EUR 2.8 million of adjustment costs were entered during January–March 2013.
There have been no acquisitions or disposals in January–June 2014.
Caverion's main financial risks are liquidity risk, credit risk and market risks including foreign exchange and interest rate risk. The objectives and principles of financial risk management are defined in the Treasury Policy approved by the Board of Directors. Financial risk management is carried out by the Group Treasury in cooperation with the subsidiaries.
To manage the interest rate risk, the Board of Directors has defined an average interest rate fixing term target of 18 months for the Group's net debt (excluding cash). The Group Treasurer is authorised to deviate +/- 12 months from the target interest rate fixing period. At the balance sheet date the average interest rate fixing term of net debt (excluding cash) was 6.6 months.
The objective of capital management in Caverion Group is to maintain the optimal capital structure, maximise the return on the respective capital employed, and to minimise the cost of capital within the limits and principles stated in the Treasury Policy. The capital structure is modified primarily by directing investments and working capital employed.
The table below presents the maturity structure of interest-bearing liabilities. The amounts are undiscounted. Cash flows of foreign denominated liabilities are translated into euro at the reporting date.
| EUR million | 2014 | 2015 | 2016 | 2017 | 2018 | 2019-> | Total |
|---|---|---|---|---|---|---|---|
| Interest-bearing | 44.9 | 52.8 | 91.7 | 2.0 | 2.0 | 193.4 | |
| liabilities |
Those financial assets and liabilities for which their carrying amounts do not correspond to their fair values are presented in the table below.
| Jun 30, 2014 | Jun 30, 2014 | Dec 31, 2013 | Dec 31, 2013 | |
|---|---|---|---|---|
| Carrying | Carrying | |||
| EUR million | amount | Fair value | amount | Fair value |
| Non-current liabilities | ||||
| Loans from financial institutions | 113.1 | 114.8 | 138.1 | 139.5 |
| Pension loans | 7.0 | 6.9 | 8.0 | 7.7 |
| Other financial loans | 0.5 | 0.5 | 1.2 | 1.2 |
| Finance lease liabilities | 1.1 | 1.3 | 1.2 | 1.3 |
Fair values for non-current loans are based on discounted cash flows. The discount rate used is the rate at which the Group could draw a similar external loan at the balance sheet date and it consists of risk-free market rate and a company-specific risk premium in accordance with the maturity of the loan.
The carrying amounts of all other financial assets and liabilities are reasonably close to their fair values.
The Group categorises the financial assets and liabilities measured at fair value into different levels of the fair value hierarchy as follows:
Level 1: The fair values are based on quoted prices in active markets for identical assets or liabilities.
Level 2: The fair values are based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3: The fair values are based on inputs for the asset or liability that are not based on observable market data.
The table below presents the financial assets and liabilities measured at fair value categorised into different levels of the fair value hierarchy.
| Assets Jun 30, 2014 | ||||
|---|---|---|---|---|
| EUR million | Level 1 | Level 2 | Level 3 | Total |
| Available-for-sale investments | 0.6 | 1.4 | 2.0 | |
| Derivatives (hedge accounting not applied) | 1.1 | 1.1 | ||
| Derivatives (hedge accounting applied) | ||||
| Total assets | 0.6 | 1.1 | 1.4 | 3.1 |
| Liabilities Jun 30, 2014 | ||||
| EUR million | Level 1 | Level 2 | Level 3 | Total |
| Derivatives (hedge accounting not applied) | 1.0 | 1.0 | ||
| Derivatives (hedge accounting applied) | 0.0 | 0.0 | ||
| Total liabilities | 1.0 | 1.0 |
| Assets Dec 31, 2013 | ||||
|---|---|---|---|---|
| EUR million | Level 1 | Level 2 | Level 3 | Total |
| Available-for-sale investments | 0.6 | 1.4 | 2.0 | |
| Derivatives (hedge accounting not applied) | 0.1 | 0.1 | ||
| Derivatives (hedge accounting applied) | ||||
| Total assets | 0.6 | 0.1 | 1.4 | 2.1 |
| Liabilities Dec 31, 2013 | ||||
| EUR million | Level 1 | Level 2 | Level 3 | Total |
| Derivatives (hedge accounting not applied) | 0.8 | 0.8 | ||
| Derivatives (hedge accounting applied) | 0.1 | 0.1 | ||
| Total liabilities | 0.9 | 0.9 |
There were no transfers between the levels of the fair value hierarchy during the period ended June 30, 2014.
The fair values for the derivative instruments categorised in Level 2 have been defined as follows: The fair values of foreign exchange forward agreements have been defined by using the market prices on the closing day. The fair values of interest rate swaps are based on discounted cash flows.
The available-for-sale investments categorised in Level 3 are non-listed equity instruments and they are measured at acquisition cost less any impairment or prices obtained from a broker as their fair value cannot be measured reliably.
Changes in the items categorised into Level 3 are presented below:
| Assets | Liabilities | Assets | Liabilities | |
|---|---|---|---|---|
| EUR million | Jun 30, 2014 | Jun 30, 2014 | Dec 31, 2013 | Dec 31, 2013 |
| Opening balance | 1.4 | 1.9 | ||
| Transfers into / from Level 3 | ||||
| Purchases and sales | -0.1 | |||
| Gains and losses recognised in profit or | ||||
| loss | ||||
| Gains and losses recognised in other | ||||
| comprehensive income | -0.3 | |||
| Closing balance | 1.4 | 1.4 |
| Nominal amounts | |||
|---|---|---|---|
| EUR million | Jun 30, 2014 | Jun 30, 2013 | Dec 31, 2013 |
| --Interest rate derivatives | 20.0 | 20.0 | 70.0 |
| --Foreign exchange forwards | 50.4 | 22.2 | 32.9 |
| Fair values | |||
|---|---|---|---|
| EUR million | Jun 30, 2014 | Jun 30, 2013 | Dec 31, 2013 |
| --Interest rate derivatives | |||
| positive fair value | 0.0 | ||
| negative fair value | 0.0 | -0.1 | |
| --Foreign exchange forwards | |||
| positive fair value | 1.1 | 1.1 | 0.1 |
| negative fair value | -1.0 | -0.2 | -0.8 |
Hedge accounting in accordance with IAS 39 is applied to all interest rate derivatives. Hedge accounting is not applied to other derivative instruments.
| EUR million | Jun 30, 2014 | Jun 30, 2013 | Dec 31, 2013 |
|---|---|---|---|
| Collateral given for own commitments | |||
| - Corporate mortgages | 0.0 | ||
| Guarantees given on behalf of associated | |||
| companies | 0.2 | 0.2 | 0.2 |
| Parent company's guarantees on behalf of its subsidiaries |
475.3 | 510.2 | 468.1 |
| Other commitments | |||
| - Operating leases | 197.5 | 207.9 | 210.4 |
| - Other contingent liabilities | 0.2 | 0.2 | 0.2 |
Entities participating in the demerger are jointly and severally responsible for the liabilities of the demerging entity which have been generated before the registration of the demerger. Hereby, a secondary liability up to the allocated net asset value has been generated to Caverion Corporation, incorporated due to the partial demerger of YIT Corporation, for those liabilities that have been generated before the registration of the demerger and remain with YIT Corporation after the demerger. Except for the bond holders of YIT Corporation's certain floating rate bonds, the creditors of YIT Corporation's major financial liabilities have waived their right to claim for a settlement from Caverion Corporation on the basis of the secondary liability. The nominal amount for these YIT Corporation's floating rate bonds was EUR 63.5 million on June 30, 2014, and they mature as follows: EUR 52.7 million in 2014, EUR 5.4 million in 2015 and EUR 5.4 million in 2016. In addition, Caverion Corporation has a secondary liability relating to the Group guarantees that remain with YIT Corporation after the demerger. These Group guarantees amounted to EUR 327.8 million at the end of June 2014.
Caverion updated its guidance for 2014 on July 14, 2014. According to the updated guidance Caverion estimates that the Group's revenue with comparable exchange rates and EBITDA excluding non-recurring items for 2014 will remain at the previous year's level. In 2014 the targeted EBITDA level will be reached by improving the operational efficiency, growing the service and maintenance business as well as increasing the project business in Germany. The potential changes in general macroeconomic environment nonetheless may have an effect on Caverion's business and customers. The previous guidance was announced on January 28, 2014 as follows: "Caverion estimated that the Group's revenue for 2014 with comparable exchange rates will remain at the previous year's level and EBITDA for 2014 excluding non-recurring items will grow clearly to EUR 90–110 million. In 2014 the EBITDA increase will be executed by improving the operational efficiency, growing the service and maintenance business as well as increasing the project business in Germany. The potential changes in general macroeconomic environment nonetheless may have an effect on Caverion's business and customers".
Caverion announced on July 18, 2014 that Mr. Thomas Lundin (54) has been appointed as Group Executive Vice President and CEO of Division Sweden and member of the Group Management Board of Caverion Corporation. He will report to the President and CEO of Caverion Corporation Fredrik Strand. Lundin will start in his new position on January 15, 2015 at the latest. Thomas Lundin is moving to Caverion from G4S Secure Solutions, Sweden, where he has worked in various executive positions since 2009, most recently as Managing Director Sweden. Thomas Lundin has over 12 years of experience in Managing Director positions, previously from Bravida Fire & Security, Scandinavia and Slovakia (2008í2009) and Synerco AB, Sweden and Norway (2002í2007). Caverion's current Managing Director for Division Sweden Ulf Kareliusson will continue in his position until retirement, after which Mr. Lundin will take up his position.
The Board of Directors resolved on July 21, 2014 to start a share repurchase program based on the authorization given by the Annual General Meeting of Shareholders on March 17, 2014. The Board of Directors resolved to acquire a maximum of 500,000 company's own shares. The shares shall be acquired according to the Rules of NASDAQ OMX Helsinki Ltd and otherwise according to the rules related to acquisition of company's own shares. The shares will be purchased to accomplish and hedge the long-term share-based incentive plan 2014í2016 for the company's key senior executives. There is a weighty financial reason for the directed acquisition, as the purpose of the incentive plan is to encourage reaching the financial targets of the company. The shares will be acquired in a public trading arranged by NASDAQ OMX Helsinki Ltd at the market price.The purchases of the shares will start on July 23, 2014 at the earliest and end on March 31, 2015 at the latest.
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