Elettronica
INCAP GROUP FINANCIAL STATEMENT RELEASE FOR 2015: STRONG GROWTH IN REVENUE AND RESULT
Incap Corporation
Financial Statement Release 18 February 2016 at 8.30 a.m. (EET)
This financial statement release has been prepared in accordance with international financial reporting standards (IFRS) - IAS 34 Interim Financial Reporting standard. When preparing the release, the same principles have been used as in the 2014 financial statement. Unless otherwise stated, the comparison figures refer to the same period in the previous year. The information in this financial statement report is unaudited.
The figures in the financial statement release describe the company's continuing operations, i.e. the business operations of the factories in Estonia and India as well as the parent company. The comparison figures for 2014 describe the continuing operations of the Group without the business operations of the factory in Vaasa, which was sold on 31 December 2014.
"Year 2015 has been a defining year for Incap. We started the year with a new market promise, which enabled a whole new positioning in the market as an EMS company with strong emphasis on customer service. The implementation of the new orientation required everyone in the organization to perform up to their full potential. Today, I am extremely proud to say that we succeeded beyond all expectations.
Our revenue grew by 65% and the profitability in terms of EBIT improved even more, by 248% from previous year's EUR 1.1 million to 3.7 million. Our professional, committed and agile team is to be praised for this. They have been driving our customers' confidence to grant us new projects and strengthened the gravity to attract new customers from a highly competitive marketplace.
We had an ambitious list of operational development projects for 2015, which together with the relatively strong organic growth were occasionally challenging. All of the projects were completed during 2015. Both factories now operate within the same ERP system, which is facilitating the future search of synergies between the units. Productivity of the factories continued improving and the corporate functions have been developed as lean as it gets.
All operational Key Performance Indicators either improved or stayed on the same level as in 2014. Improved profitability together with the rights issue in June improved the financial indicators significantly. At year end our equity ratio was 31% compared to 10% the year before, and the net gearing was 98% compared to 524% at the end of previous year. Proportional share of Net Working Capital required for running the business developed well and decreased by 17%.
Extremely price-sensitive marketplace and continuing dim outlook in the global economy possess a risk for the erosion of our operating profit. We need to remember the lessons learned from the past years and continue focusing on costs in all levels. We will continue our commitment and challenge ourselves to be more lean, effective and agile for the benefit of our customers. I trust that by developing the company further with the same orientation as last year the future outlook will be positive. According to our estimates the revenue level of 2015 can be exceeded in 2016."
The business environment of Incap Group continued challenging, because the competition in the global market for manufacturing services was fierce. Financial prospects in Europe and Asia were still unstable. General cost level remained stable in countries where Incap has operations. Prices of components and raw materials showed a moderate trend.
Revenue for the second half of the year amounted to EUR 17.3 million, showing an increase of 67% year-on-year (7-12/2014: EUR 10.3 million) and being 31% higher than in the first half of the year (1-6/2015: EUR 13.3 million). The revenue increased from previous year both in Estonia and in India. In Estonia the major growth of revenue came from new customers, to whom the production was launched during the latter half of the year. The volumes in the Indian factory were increased especially due to the growing production for established customers.
The operating profit (EBIT) for the second half of the year amounted to EUR 2.2 million, i.e. almost double the figure in the corresponding period in 2014 (7-12/2014: EUR 1.2 million) and remarkably higher than for the first half of the year (1-6/2015: EUR 1.5 million). The net result for the second half of the year was EUR 1.2 million, compared with EUR 0.8 million on the corresponding period last year and EUR 0.8 million in the first half of the year 2015.
Revenue for the financial period amounted to EUR 30.6 million, by approx. 65% more than in 2014 (1-12/2014: EUR 18.5 million). The increase in revenue was a result of growing demand of present customers and the production for new customers. Out of the growth, approximately EUR 3.1 million or 17 percentage points was caused by the strengthening of Indian Rupee in relation to Euro.
The profitability of Incap Group showed a remarkable improvement thanks to the growing production volumes, increased efficiency and strategic focusing. The full-year operating profit (EBIT) amounted to EUR 3.7 million (EUR 1.1 million), being 12.1% out of revenue which in the company's business, Electronics Manufacturing Services, is in general terms considered to be a good level. The operating profit in the comparison period 2014 included non-recurring items connected with the dissolution of provision for rents amounting to approx. EUR 0.5 million. Approximately EUR 0.5 million of the net result for the period was a result of the favourable exchange rate between Euro and Indian rupee.
The company continued with the strict cost management in 2015, based on which the overhead costs remained low enabling profitable operations and increased competitive edge.
Personnel expenses in the reporting period amounted to EUR 3.2 million (EUR 2.8 million). The growth was caused by the increased manufacturing volumes but was more moderate than the growth rate of revenue. Other business costs increased year-on-year mainly due to the renewal of ERP system, the oursourcing of finance and administration, the development of reporting and the increase of rental costs. In line with the increasing production volumes the value of inventories increased from EUR 3.4 million to EUR 5.2 at the end of the reporting period.
Net financial expenses amounted to EUR 0.5 million (EUR 0.7 million). Depreciation amounted to a total of EUR 0.3 million (EUR 0.3 million).
Net profit for the period was EUR 2.0 million (EUR 0.2 million). Earnings per share were EUR 0.01 (EUR 0.00).
Investments in 2015 totalled EUR 0.9 million (EUR 0.2 million) for the development of production capacity in India and Estonia.
Incap Group's both factories have environmental management and quality assurance systems certified by Det Norske Veritas. The systems are used as tools for continuous improvement. Incap's environmental management system complies with ISO 14001:2004, and its quality assurance system complies with ISO 9001:2008. In addition, the Kuressaare factory has ISO 13485:2003 quality certification for the manufacture of medical devices.
After the increase of its holding in December 2014 Inission AB made a mandatory public tender offer for all other Incap shares and securities entitling to shares in line with the Securities Market Act, Chapter 11, Section 19. Based on the trades in the mandatory public tender offer and direct buy of shares Inission AB's holding increased to a total of 44,573,010 shares, i.e. to 40.85% of all shares and votes. Later on, after the subscriptions made in Incap Corporation's rights issue in May 2015, the holding of Inission AB increased to 90,490,452 shares.
The Board of Directors of Incap Corporation resolved on 25 may 2015, based on the authorization granted by the Extraordinary General Meeting on 7 May 2015 on the share issue against payment in which the company offered to its shareholders 109,114,035 new shares for subscription. The subscription period was from 1 to 22 June 2015, when 106,585,585 new shares were subscribed by the preferred subscription rights and 52,850,453 new shares by the secondary subscription rights, i.e. altogether approximately 146% of all the new shares offered. The Board of Directors accepted in accordance with the conditions of the rights issue a total of 106,585,585 new shares subscribed by the preferred subscription rights and 2,528,450 new shares by the secondary subscription rights i.e. altogether 100% of all the new shares offered.
Altogether 1,033 subscribers participated in the rights issue by the preferred subscription rights and altogether 471 subscribers by the secondary subscription rights. The three largest shareholders of the company - Inission AB, Oy Etra Invest Ab and Ilmarinen Mutual Pension Insurance Company - subscribed in accordance with their conditional subscription undertakings new shares at a minimum the quantity that corresponded to their pro rata proportions of the company's outstanding shares.
Incap collected a total of EUR 2,181,280.70 new equity through the rights issue i.e. the full amount targeted under the rights issue. The total subscription price of EUR 2,181,280.70 as well as the related costs of approximately EUR 0.2 million have been recorded in the invested unrestricted equity reserve of the company. The rights issue did not amend the registered share capital of the company.
As a result of the rights issue, the amount of the company's shares doubled to 218,228,070 shares. The new shares were admitted to trading on Nasdaq Helsinki on 1 July 2015.
The balance sheet total on 31 December 2015 stood at EUR 18.1 million (EUR 14.4 million). The Group's equity at the close of the financial period was EUR 5.6 million (EUR 1.4 million). The parent company's equity totalled EUR 9.4 million, representing 46% of the share capital (EUR 8.0 million, 39%). The Group's equity ratio was 31.2 % (9.9%).
Liabilities decreased to EUR 12.5 million compared with previous year (EUR 13.0 million), of which EUR 7.6 million (EUR 9.3 million) were interest-bearing liabilities. Interest-bearing net liabilities decreased from the comparison period and were EUR 5.6 million (EUR 5.7 million), and the gearing ratio was 98% (524%).
The Group's non-c urrent interest-bearing liabilities amounted to EUR 4.3 million (EUR 0.3 million) while the current interest-bearing liabilities were EUR 3.3 million (EUR 9.1 million). In the corresponding period the majority of liabilities were included in current liabilities because of the breach of covenants. Approximately EUR 2.7 million of liabilities concern the Indian subsidiary (EUR 3.4 million). Other current liabilities include EUR 4.1 million of bank loans and limits granted by the company's Finnish bank and EUR 0.7 million of factoring financing used in Estonia.
The company agreed in February 2015 with the Finnish bank upon new conditions and instalments of loans. The covenants of the loans are EBITDA and equity ratio, and their status is reviewed every six months until 30 June 2018. In the review on 31 December 2015 the target level of EBITDA was EUR 1.25 million and the equity ratio 7.5%. The company met these covenants and the actual EBITDA on the review date was EUR 4.0 million and the equity ratio 31.2%.
In autumn 2015 Incap paid back to Finnfund the capital investment of EUR 1.9 million, which Finnfund had made in Incap's subsidiary in India in 2009. At the same time, Finnfund's holding of 22.5% in Incap Contract Manufacturing Services Pvt. Ltd. became void. The payback was realised by lowering the share capital of the Indian subsidiary and financed by means of the accumulated profits of the Indian subsidiary and the local financing.
The company repaid the rest of the so-called OP Bank loan (previous convertible loan 2007), EUR 0.2 million, in June 2015. The company further paid the last instalment of the payment arrangement with the Finnish Tax Administration in September 2015.
As to the loans granted by the Indian bank the company has committed to follow ordinary covenants and the bank's general loan conditions.
The Group's cash position improved thanks to the improved profitability, rights issue and the renewal of financing agreements. The Group's quick ratio was 1.1 (0.6), and the current ratio was 1.8 (0.9).
Cash flow from operations was EUR 1.0 million (EUR -0.7 million). On 31 December 2015, the Group's cash and cash equivalents totalled EUR 2.1 million (EUR 1.9 million). The change in cash and cash equivalents showed an increase of EUR 0.2 million (increase of EUR 0.2 million).
Aspects related to the Group's financing and liquidity are also described in the section "Short-term risks and factors of uncertainty concerning operations".
At the end of 2015, Incap Group had a payroll of 468 employees (423). 86.6% (89%) of the personnel worked in India, 13.0% (9%) in Estonia and 0.4% (2%) in Finland. At the end of the year, 96 of Incap's employees were women (68) and 372 were men (355). Permanently employed staff totalled 192 (167) and the number of fixed-term employment contracts was 275 (204). The company had 1 part-time employment contract at the end of the period (52). The average age of the personnel was 29 years (36).
The duties of CEO of Incap were carried out by Ville Vuori (B.Sc. Eng., eMBA, born 1973). At the end of the report period the Group's Management Team included besides the CEO Ville Vuori also the local Managing Directors: Murthy Munipalli in India and Otto Pukk in Estonia.
The renewal of operational model of the Group was continued and the tasks in finance and administration were outsourced to partners. At the same time, key functions in the factories were strengthened and a new Managing Director was appointed to the operations in Estonia. The Group's factories in Estonia and in India operate as independent cost centres, which are responsible besides for the actual delivery-order process also for the quotations and pricing.
The Annual General Meeting of Incap Corporation was held in Helsinki on 31 March 2015. A total of 15 shareholders participated in the meeting, representing approximately 69.4% of all shares and votes. The Annual General Meeting adopted the financial statements for the financial period ended 31 December 2014 and decided, in accordance with the proposal of the Board of Directors, that no dividend be distributed for the financial period and that the loss for the financial period (EUR 2,677,306.56) be recognised in equity.
Incap Corporation's Extraordinary General Meeting was held on 7 May 2015. A total of 14 shareholders participated in the meeting, representing a total of 60.0% of all shares and votes. The Extraordinary General Meeting authorised the Board of Directors to decide on a rights issue in the way that the number of new shares to be given in the rights issue can be a maximum of 109,114,035 new shares of the company. The Board of Directors used the authorisation in June 2015, when the company carried out a successful rights issue.
The Annual General Meeting held on 31 March 2015 authorised the Board of Directors to decide to issue a maximum of 10,911,403 new shares either against payment or without payment. The new shares may be issued to the company's shareholders in proportion to their current shareholdings in the company or deviating from the shareholders' pre-emptive right through one or more directed share issue, if the company has a weighty financial reason to do so, such as developing the company's equity structure, implementing mergers and acquisitions or other restructuring measures aimed at developing the company's business, financing of investments and operations or using the shares as a part of the company's remuneration and compensation system, to the terms and scope decided by the Board of Directors.
The Board has not exercised the authorisation, which is valid until 31 March 2016.
Lassi Noponen acted as the Chairman of the Board of Directors until 4 March 2015, when the Board elected Olle Hulteberg to the Chairman of the Board.
The Annual General Meeting held on 31 March 2015 re-elected Fredrik Berghel, Olle Hulteberg and Susanna Miekk-oja and elected Rainer Toiminen and Carl-Gustaf von Troil as new members to the Board of Directors. From among its members, the Board elected Olle Hulteberg to the Chairman of the Board.
The Board convened 26 times in 2015 and the average attendance rate of Board members was 83.8%.
The firm of independent accountants Ernst & Young Oy continued to act as the company's auditor, with Jari Karppinen, Authorised Public Accountant, as the principal auditor.
Incap Corporation is complying with the Corporate Governance Code of Securities Market Association, which is valid as from 1 January 2016. The company will release a report on the company's corporate governance in compliance with the Securities Market Act as a separate document in connection with the publication of the Report of the Board of Directors and the Annual Report in week 11/2016.
Incap Corporation has one series of shares, and the number of shares at the end of the period was 218,228,070 (31 December 2014: 109,114,035).
During the financial period, the share price varied between EUR 0.03 and 0.20 (EUR 0.04 and 0.11). The closing price for the period was EUR 0.16 (EUR 0.06). The trading volume during the financial period was 123,997,394 shares, or 56.8% of outstanding shares (40,584,525 shares, or 37.2% of outstanding shares). The market capitalisation on 31 December 2015 was EUR 34.3 million (EUR 6.5 million). At the end of financial period, the company had 2,806 shareholders (1,634). Nominee-registered or foreign owners held 41.85% (26.3%) of all shares. The company does not hold any of its own shares.
At the end of the financial period 2015, the members of Incap Corporation's Board of Directors and the President and CEO and their interest parties owned a total of 93,016,656 shares or approximately 42.6% of the company's shares outstanding.
Based on the trades in the mandatory public tender offer Inission AB's holding increased to 40.85% of all shares and votes or to 44,573,010 shares. The previous holding of Inission AB was 37.31% or 40,707,564 shares. At the date of the financial statement release Inission AB holds 90,490,452 shares.
The holding of Oy Etra Invest Ab decreased on 13 November 2015 so that the new holding is 32,400,000 shares and 14.85% of all shares and votes. The previous holding of Oy Etra Invest Ab was 33,000,000 shares and 15.12% of all shares and votes.
The Risk Management Policy approved by the Incap Board classifies risks as risks connected to the operating environment, operational risks and damage and funding risks. The company's risk management is mainly focused on risks that threaten the company's business objectives and continuity of operations. In order to improve its business opportunities, the company is willing to take on managed risks within the scope of the Group's risk management capabilities. The company regularly reviews its insurance policies as part of its risk management system.
General risks related to the company's business operations and sector include the development of customer demand, price competition in contract manufacturing, successful acquisition of new customers, availability and price development of raw material and components, sufficiency of funding, liquidity and exchange rate fluctuations.
As a result of the improved profitability and the rights issue executed in June 2015 the company's financing position has improved and the sufficiency of financing and working capital are at the moment posing no remarkable risk.
Based on the cash flow estimate prepared in connection with the financial statement, the company estimates that the company's working capital will cover the requirement for the next 12 months.
The company agreed in February 2015 with the bank on new conditions and instalment of the loans. The loan covenants are EBITDA and equity ratio, which are reviewed every six months until 30 June 2018. The new instalment schedule was conditional to the arrangement of a share issue to strengthen the equity.
As a result of the rights issue arranged in June the parent company's equity was improved by EUR 1.9 million. The company met the covenants both in June and in December 2015. During 2015 the company has paid back the loans at a minimum to the quantity agreed in the instalment plan.
During 2015 the Group functions have been arranged to align with the new organisation structure and in the definition of the volumes of internal transactions the actual value added and the so-called "arm's length" principle are considered. After the cumulative losses in India were covered during the latter half of 2015, it is possible to repatriate profits also through dividends.
The parent company's equity at the end of the financial period 2015 totalled EUR 9.4 million, i.e. 46% of the share capital.
The value of the shares in subsidiaries in the parent group has a significant impact on the parent company's equity and therefore on, for example, equity ratio. In connection with the financial statements for 2014 the value of the shares in the Estonian subsidiary was decreased by EUR 1.0 million. Based on the value calculations in connection with the financial statements for 2015 there is no need for further decrease of the value of the shares in subsidiaries. However, there is a risk connected with the valuation of the shares of the Estonian subsidiary because of the previous unprofitable operations of the subsidiary. The business of the subsidiary in India has shown a favourable development and there is no risk connected with its valuation.
Demand for Incap's services and the company's financial position are affected by global economic trends and the fluctuation among Incap's customer industries. In 2016, the business environment is estimated to continue challenging, but the general financial development is estimated to have no remarkable negative effect on the demand or the solvency of the company's customers. The customer relationship management is of utmost importance in a challenging market situation and the management is paying special attention to this.
The company's sales are spread over several customer sectors balancing out the impact of the economic fluctuation in different industrial sectors. In 2015, there were two customers in the Group with a revenue exceeding 10% of the total revenue of the Group. The combined revenue of these two customers was 65% of the Group's revenue.
The company's operating segment, electronics manufacturing services, is highly competitive and there are major pressures on cost level management. The company has succeeded in increasing the efficiency of its operations and in lowering the costs remarkably during 2013-2015. Furthermore, the company's production is located in countries with competitive levels of wage and general costs.
The most significant exchange rate risk of the company is related to the Indian subsidiary. A remarkable part of the Group's operations is located in India. The fluctuation in the exchange rates between Indian Rupee and Euro may have a remarkable effect on revenue and result.
A tax audit is currently taking place in the Indian subsidiary. The audit is not complete yet at the reporting date and its end result cannot be estimated yet.
There are no remarkable events after the end of the period.
The recent positive trend in profitability enables the strong development of the company aiming at ensuring the future growth. In 2016 the company is targeting at acquiring new customers and new products to production while at the same time securing that the operational efficiency and quality stay at high level. The sales operations are enhanced, organisations and competencies of the factories are developed further, a new operational model is implemented in global sourcing, production capacity of both factories is developed and the utilisation of the shared ERP is enhanced further.
The Board of Directors is focusing in growing the business further and is not actively assessing opportunities for strategic alliances.
Incap's estimates for future business development are based both on its customers' forecasts and on the company's own assessments.
Due to the recent strong turbulence in world economy and the continued general uncertainty it is very difficult to estimate the development of customer demand. Most of the company's customers are indicating that their own demand will show a moderate growth in 2016.
The electronics manufacturing volumes in Incap's factory in Kuressaare have grown steadily and the positive development is expected to continue. The progress in Indian operations has been strong and the revenue is estimated to grow also in future, however with a more moderate pace than previously.
The Group's revenue in 2016 is estimated to be somewhat higher than in 2015 and the operating profit (EBIT) is estimated to be approximately at the same level than in 2015, provided that there are no major changes in exchange rates.
The parent company's loss for the financial period totalled EUR 772,720.93. The Board of Directors will propose to the Annual General Meeting on 6 April 2016 that no dividend be paid and the result for the financial period be recognised in equity.
The Annual General Meeting will be held on Wednesday, 6 April 2016 at 3 pm. at BANK/Wall street, Unioninkatu 20, 00130 Helsinki. Notice to the Annual General Meeting will be given on 11 March 2016.
The annual report of Incap Group including the Report of the Board of Directors and the Auditor's report for 2015 will be published during week 11/2016 at the company's website www.incapcorp.com .
Incap will publish the Interim Management Report in compliance with IAS 34 for January-June 2016 on Tuesday, 23 August 2016 as well as financial business reports for January-March on Thursday, 12 May 2016 and for January-September on Tuesday, 15 November 2016.
In Helsinki, 18 February 2016
INCAP CORPORATION
Board of Directors
For additional information, please contact:
Ville Vuori, President and CEO, tel. +358 400 369 438
Distribution:
Nasdaq Helsinki Ltd
Principal media
The company's home page www.incapcorp.com
ANNEXES
1 Consolidated Statement of Comprehensive Income
2 Consolidated Balance Sheet
3 Consolidated Cash Flow Statement
4 Consolidated Statement of Changes in Equity
5 Group Key Figures and Contingent Liabilities
6 Quarterly Key Figures
7 Calculations of Key Figures
www.incapcorp.com
Annex 1
Annex 2
Annex 3
Annex 4
Annex 5
Annex 6
Annex 7
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