CENCORP CORPORATION’S INTERIM REPORT JANUARY – JUNE 2012


Cencorp Corporation         Stock exchange release   21.8.2012  at 11.15 Finnish time

 

CENCORP CORPORATION’S INTERIM REPORT JANUARY – JUNE 2012

The net sales of Cencorp Corporation’s (“Cencorp”) continuing operations for the reporting period January – June 2012 was EUR 9.1 million (EUR 11.2 million in 2011). The operating profit of continuing operations was EUR -1.1 million

(-2.3), profit for the period EUR -1.3 million (-3.3), earnings per share were

EUR -0.004 (-0.01) and EBITDA was EUR 0,01 million (-1.2).

 

GENERAL

Cencorp belongs to the Finnish Savcor Corporation (“Savcor”). Savcor Group companies owned approximately 78,9 % of the Cencorp shares on 30 June 2012.

More information on principle activities and events during the reporting period can be found in the stock exchange releases published on Cencorp’s website at www.cencorp.com.

The interim report has been drawn up in compliance with the IAS 34 Interim Financial Reporting standard. In the interim report, Cencorp has applied the same accounting principles as in the annual report 2011.The interim report has not been audited.

From this interim report onwards Cencorp has changed the structure of its interim reports in order to simplify and improve its investor communication.

 

FINANCIAL DEVELOPMENT 
 

The two business segments Cencorp reports of are Laser and Automation Applications, and Special Components. The Laser and Automation Applications segment comprises Cencorp’s former business and the Special Components segment the business acquired through the Face (Telecom) transaction in 2010. Since the Guangzhou plant closing announced in May the Special Components segment comprises only special component production at the Beijing plant.

The figures in brackets are comparison figures for the corresponding period in 2011, unless stated otherwise.

29 May 2012 Cencorp announced that it exits from its unprofitable decoration business and 
closes down its plant in Guangzhou, China, producing decoration applications. In consequence 
of the closing down of the Guangzhou plant and the exit from decoration business Cencorp reports the 
financial figures relating to the Guangzhou plant’s decoration business as discontinued operations 
from now on. In Cencorp’s financial reports the profit of discontinued operations is reported on 
a separate line, apart from continued operations, thus, the income statement, except the 
discontinued operations item, concern the company’s continued operations only. 

 

April – June 2012 (continued operations)

- Cencorp Group’s net sales decreased by 27.0 per cent to EUR4.7 million (EUR6.4 million).

- EBITDA was EUR -1.0 million(EUR -0.3 million).
- Operating profit was EUR -1.5 million (EUR -0.9 million).

- The Group’s profit before taxes was EUR -1.3 million (EUR -1.2 million).

- Profit for the period was EUR -1.3 million (EUR -1.3 million).
- Earnings per share were EUR -0.004
(EUR -0.004) and diluted earnings per share EUR -0.004 (EUR -0.004).

- Net sales of the Laser and Automation Applications segment decreased by 40.3 per cent to EUR 3.2 million (EUR 5.4 million) and operating profit was EUR -0.7 million (EUR -0.1 million). The segment’s EBITDA was EUR -0.6 million (EUR -0.2 million).
- Net sales of the Special Components segment increased by 37.7 per cent to EUR 1.5 million (EUR 1.1 million) and operating profit was EUR -0.8 million (EUR -0.8 million). The segment’s EBITDA was EUR -0.4 million (EUR -0.5 million). 

 

January – June 2012 (continued operations)
 

- Cencorp Group’s net sales decreased by 18.7 per cent to EUR 9.1 million (EUR 11.2 million).

- The order book at the end of June stood at ca. EUR 3.3 million (EUR 4.2 million).

- EBITDA was EUR 0.01 million (EUR -1.2 million).
- Operating profit was EUR -1.1 million (EUR -2.3 million).

- The EBITDA and the operating profit include a one-off profit of EUR 1.2 million from the sale of Beijing plant.
- The Group’s profit before taxes was EUR -1.3 million (EUR -3.3 million).

- Profit for the period was EUR -1.3 million (EUR -3.3 million).
- Earning per share were EUR -0.004
(EUR -0.01) and

diluted earnings per share were EUR -0.004 (EUR -0.01).

- The equity ratio at the end of June was 33.2 per cent (54.5 %).

- Net sales of the Laser and Automation Applications segment decreased by 34.3 per cent to EUR 5.8 million (EUR 8.8 million) and operating profit was EUR -1.5 million (EUR -1.0 million). The segment accounted for 63.3 percent of the Group’s net sales. The segment’s EBITDA was EUR -1.1 million (EUR -0.4) million.
- Net sales of the Special Components segment increased by 35.3 per cent to 3.3 million (EUR 2.5 million) and operating profit was EUR 0.4 million (EUR -1.3 million). The segment accounted for 36.7 per cent of the Group’s net sales. The segment’s EBITDA was EUR 1.1 million (EUR -0.7 million).

- The operating profit of the Special Components segment include a one-off profit of EUR 1.2 million from the sale of the Beijing plant. The company continues its operation in the same building as lessee.

 

MARKET OUTLOOK

Cencorp revised its market outlook on 21 August 2012. Cencorp announced that the company had signed a Memorandum of Understanding (MOU) related to the acquisition of Avery Dennison’s Conductive Back Sheet (CBS) business and related intellectual property rights. The MOU is non-binding.

Cencorp has previously emphasized in its strategy that the company’s growth will be based on new Cleantech solutions and especially applications for new energies. If realized the transaction will change the company’s cost structure and the targets for the new future. As Cencorp is now in a strong transition stage following the new strategy, Cencorp cannot assess how the Avery Dennison transaction and change in company’s business focus will impact the  company, due to which Cencorp has decided not to give any financial guidance for the time being, as stated in the release of 21 August 2012.

Flexible circuit deliveries pursuant to the frame agreement signed with Avery Dennison in January will be delayed due to the aforesaid transaction with Avery Dennison and the targets set for the financial year 2012 will not be reached. Decrease in the net sales and the EBITDA results partly from Cencorp redirecting its business focus and human resources into new targets pursuant to Cencorp’s new strategy and into cleantech application development. Cencorp estimates that the net sales of its former continuing businesses i.e. Laser and Automation Applications segment and Special Components segment will be smaller than EUR 21.6 million in 2012, as announced earlier this year, provided that no essential change takes place in the operating environment or in the current economic outlook, but increased costs originating from the new operations will turn EBITDA negative during the financial year 2012.  

Cencorp’s future outlook will be highly dependent on the company’s ability to reach the targeted market position in the global photovoltaic module market. Cencorp’s goal is to reach strong market position as provider of locally produced high-quality photovoltaic modules.

 

LONG-TERM OBJECTIVES FOR MANAGING DIRECTOR

Cencorp’s Board of Directors has published its long-term financial and other objectives for Managing Director as follows:

In January 2012 Cencorp announced it had signed a remarkable frame agreement on delivering flexible circuits for renewable energy solutions for Avery Dennison. At that time the company estimated that the value of the frame agreement may exceed EUR 50 million in the course of three years. Based on this evaluation, company’s new strategy published in the spring 2012 and on the fact that the Avery Dennison transaction, if realized, enables Cencorp providing its customers with wider and multiple times of value offering related to the photovoltaic modules and other renewable energy solutions, the Board of Directors has set  the following long-term objectives for the company’s Managing Director:

- Thorough but fast transition from a company manufacturing only production automation applications and special components into a company that develops and provides Cleantech applications with a strong market position as provider, using laser and automation technology, of locally in different market areas produced, high-quality photovoltaic modules.

- Cencorp’s goal is to increase its shareholder value with growth and profitability. Cencorp aims for growth in Cleantech business where the company has good possibilities to achieve a strong global position and faster growth, especially in solar PV modules and fuel cell applications.

- Laser and Automation Applications segment has its main focus is on the life cycle management of systems and equipments with clear growth expectations for service business.

- In long-term Cencorp is aiming for remarkable growth in its net sales with net sales target of more than EUR 200 million for 2016, provided the company has sufficient capital. The growth comes mainly from Cleantech operations and especially from applications for fuel cells.

- The long term objectives set for the Managing Director involves also risks and the long term objective should not be considered as the company’s financial guidance. Even though the objectives are based on market knowledge and technical surveys, the risk are significant and it is not certain if the Managing Director reaches all or part of the targets set for him.

 

MANAGING DIRECTOR’S REVIEW

Managing Director Iikka Savisalo:

The second quarter of the financial year 2012 started well. Cencorp had signed one of the most remarkable agreements in its history on delivering new generation photovoltaic module components. The company had also received re-orders from end customers operating in the electronics industry. Additionally Cencorp had signed an agreement with an American customer on delivering the first of its kind new generation router. Also the volume of the decoration business increased at the beginning of the quarter along with a new customer. The order book was growing steadily.

As announced 19 April 2012 the company started restructuring its organization and focusing its operations more on the development of automation for new energy production applications and solutions and on the life cycle management of its customers automation installations. Statutory negotiations necessary for the change were started in April. Similarly, actions to fully outsource the production of Cencorp’s standard equipment were started. The statutory negotiations were finished in June and actions agreed upon at the negotiations are now being taken.

At the end of April – beginning of May the situation in the global financial market with the Euro crises started effecting also Cencorp as a decrease in the amount of orders. Additionally the growing decoration business in Guangzhou did not reach profitability fast enough and the business continued to be unprofitable. Investments would have been required to improve the profitability and Cencorp decided to exit from the decorations business. The Guangzhou plant was decided to be closed down in June.

As a result from the exit from decoration business and restructuring of operations in Finland Cencorp made a provision of approximately EUR 1 million and write-off of about EUR 5.7 million. The operation at the Beijing plant continue normally. Cencorp is actively looking for an opportunity to sell the already closed decoration business. Cencorp has also negotiated with many potential partners but there is not yet any certainty or schedule for any results.

The net sales of continued operations in April – June decreased by 27 % from the the corresponding period in 2011 to EUR 4.7 million. Also the EBITDA decreased to EUR -1.0 million. Decrease in the net sales and the EBITDA resulted from decrease in received orders but also from Cencorp redirecting its business focus and human resources into the new targets pursuant to the company’s new strategy and into Cleantech application development. Due to fast change and differentiation of the mobile phone industry the size of orders for Cencorp’s traditional special component became smaller and the decreasing volumes of orders from Cencorp’s biggest customer reduced the profit per produced unit.

The net sales of the first half of the year 2012 decreased by 18.7 % compared to the correspondin period in 2011 to EUR 9.1 million. The EBITDA was slightly positive including a one-off profit from the sale of the Beijing plant.

 

OPERATING ENVIRONMENT

Cencorp mainly operates in industries applying electronics and cleantech technology. Its main geographical market areas are Europe, North America, South America and Asia. Cencorp’s key customers for laser and automation applications operate globally and require local service. The global electronics industry, including the manufacture of mobile phones, is mostly concentrated in Asia, the domestic market area for the special components manufactured by Cencorp.

Among Cencorp’s customers there seemed to be slight optimism in the first quarter of 2012. However, it changed into uncertainty of global economy at the end of the second quarter as the Euro crises was acute in many of Cencorp’s traditional market areas. The general uncertainty in Cencorp’s operating environment decreases the number of investments as well as delayes orders as customers are very carefully considering their capacity needs. Limited availability of capital for investments had a major influence in the operations of all manufacturers of automation systems and the alternative to hand produce products in low cost countries seemed to have been widely selected.

The life cycle management becomes more important for the company as the number of new orders is declining.  The organizational restructuring during the second and partly the third quarter is carried out to increase capacity in the service business and at the same time to reduce fixed costs by outsourcing the production. The total annual savings from the restructuring is estimated to be EUR 2.5 – 3 million.

Investments in the electronics industry are done in strong cycles following the changes in economical environment, which seems to have prevented Cencorp business to grow profitably, especially as Cencorp no more has any leading customer. The actions commenced during the second quarter and the possible transaction with Avery Dennison, on which Cencorp has signed a Memorandum of Understanding, would clearly reduce the negative influence of economical cycles in Cencorp’s operations.

 

Special Components

Cencorp’s Special Components business is also in the middle of big change.  Dependence on the telecom market continued to decline. The changes in the mobile phone industry have influenced in the distribution of the market share and caused a strong diversification in the market. The component streams are now much smaller and forecasting which always has been difficult in the mobile phone industry is getting more and more difficult. It is now critical for Cencorp to be able to create new customer relationships in the special components business. In order to get the special components business growing again, Cencorp has to be able to find customers, especially among Chinese and Korean mobile phone manufacturers.  

The RFID market is expected to continue growing. The competition in the industry is hard which will keep the margins low. However, Cencorp is able to meet most of the challenges from the markets, with the company’s highly efficient and modern production resources. Cencorp is especially competitive in copper HR (High Resolution) antennas that require extremely high accuracy.

Cencorp commenced deliveries of the new NFC (Near Field Communication) antennas during the first half of the financial year. NFC antennas are expected to become common in the coming years. At the moment only few expensive mobile phone models have NFC function. However, Cencorp estimates that in couple of years NFC will be a basic function also in cheaper mobile phones. NFC market is expected to grow remarkably in the near future and Cencorp is prepared to increase its component production, without any significant investments, to meet the growing demand.

Cencorp believes that the operating environment in the special components industry, excluding the NFC antennas, will continue being challenging.

 

Laser and Automation Applications

The demand for laser and automation applications has varied quite a lot during the first half of the year. Despite the fact that general market trends are showing increase in automation level in the electronics industry, investments, made to transfer production from manual into automated processes in the low cost countries, are very sensitive to economic fluctuations. As the global economy is struggling with financial crisis, automation investments are often postponed to wait for better times. On the other hand, high peaks in the demand for capacity require automation companies such as Cencorp to commit themselves to significant fixed costs.

Cencorp has now concluded its transformation from a plant organization with own manufacturing to a project organization closely networking with its production and development partners. This way the company is able to retain its capacity and short delivery times without, most of the most, underutilized production and engineering organization for delivering special equipment and heavily decreasing  the profitability. The cornerstone of Cencorp’s traditional business will be the life cycle management of production systems and equipment in the electronics industry. Cencorp has delivered more than two thousand installations, which will create a solid base for the lie cycle management operations.

In accordance with Cencorp’s Cleantech strategy future growth will be driven by flexible circuits provided for the solar energy industry and photovoltaic modules. The company also delivers special components for LED light manufacturers.

 

CONDUCTIVE BACK SHEET (“CBS) AND OTHER APPLICATIONS FOR NEW ENERGY

Cencorp’s most important new product is CBS which has been developed in coopertion with Avery Dennison and which will be Cencorp’s fully owned product provided the aforesaid transaction will realize. CBS is used in new generation back contact photovoltaic modules. The modules with Back Contact Sheet technology are significantly more efficient compared to traditional modules.

This year the global solar photovoltaic market has faced remarkable changes. Traditional photovoltaic modules have reached their maximum capacity to produce energy. The market dominated by Chinese manufacturers is saturated with very equal photovoltaic modules. There is clear overcapacity in the market and fierce price competition. The US has already started protective measures to restrict cheap imports from China and it is possible that same actions are taken also by EU where 70 % of the world’s photovoltaic modules are sold.

Even though the technology of new generation back contact modules is well known in the market,none of the big panel manufacturers has started using the new tehcnology in a large scale. The main reason for this is that the price of the critical CBS component is high and on the other hand production capacity is limited. In cooperation with Avery Dennison Cencorp has managed to develop highly cost-effective product and applicable production technology during the last two years. In the development work Cencorp has utilized its wide know-how in automation and its experience in the highly competed telecom industry. The company believes its product has head start over similar competing products.

Cencorp is aiming to commence CBS deliveries to one of the world’s leading solar panel manufacturer at the end of this year or during the first quarter of 2013.

The company has also made progress in developing fuel cell components and it has been chosen to participate a certain joint European research and development project. Cencorp believes it will commence commercial deliveries for the fuel cells in the course of the next three years as the market is developing.

 

FINANCING

Cash flow from business operations before investments in January – June was EUR 1.1 million (EUR -2.5 million). Trade receivables at the end of the reporting period were EUR 3.5 million (EUR 5.7 million). Net financial items amounted to EUR 0.2 million (EUR 1.0 million).

At the end of June, the equity ratio was 33.2 per cent (54.5 %) and equity per share was EUR 0.02 (EUR 0.06). At the end of the reporting period, the Group’s liquid assets totaled EUR 0.4 million (EUR 1.0 million) unused export credit limits, bank guarantee limits and factoring loans amounted to EUR 1.5 million (EUR 1.1 million).

As previously announced, Cencorp’s financial position has been tight. The equipment sales slow down at the end of the second quarter and it was followed by a decrease in order book, which will make the company’s financial position even tighter. In order to strengthen company’s financial position Cencorp announced 21 August 2012 that it will issue a convertible bond with the maximum amount of EUR 1,500,000, to selected investors.

Cencorp also commences preparing a share issue. The objective of the share issue is to finance establishing of photovoltaic module business plan. The share issue is expected to carry out by the end of this year. Cencorp will inform later on on the terms and schedule of the share issue.

Cencorp agreed with its financers on amendment of the financial agreements and announced 29 June 2012 that :

- Sampo Pankki Oyj’s financial facility agreement totalling EUR four million was continued until 30 September 2012;

- the maturity date of a convertible bond of some EUR 1.2 million from Savcor Group Oy was extended until 30 September 2012; and

- the maturity date of a loan of EUR one million from Savcor Invest BV (former AC Invest BV), a daughter company of Savcor Group Oy, was extended until 30 September 2012, and additionally Savcor Group Oy renewed its commitment to extend the loan period until April 2013 if Cencorp’s financial position so requires.

With these actions Cencorp believes that the company has secured sufficient working capital for the next twelve months.

 

RESEARCH AND DEVELOPMENT

The Group’s research and development costs during the January-June period amounted to EUR 0.7 million (EUR 0.8 million) or 7.5 (6.7) per cent of net sales.

 

INVESTMENTS

Gross investments during the January – June period amounted to EUR 0.9 million (EUR 0.8 million). The largest investments were EUR 0.5 million in development costs.

 

PERSONNEL

At the end of June the Group employed 193 (343) people, out of which 64 persons worked in Finland, 118 persons in China and 11 persons in other countries. During the reporting period, salaries and fees totalled EUR 2.9 million (EUR 2.7 million).

Mats Eriksson, Cencorp Corporations President and CEO, resigned from Cencorp at the beginning of April. Iikka Savisalo, Cencorp’s CFO, was appointed the new President and CEO as of 3 April 2012. He also continues as a member of the Board of Directors of Cencorp. Seija Kurki took over as the company’s new CFO and the member of the management team of Cencorp.

The statutory negotiations commenced at Cencorp in May 2012 were finished in June. As a result of the negotiations the number of Cencorp’s personnel in Finland will decrease by 14 persons. Reduction will be carried out by outsourcing and with notices of terminations. As stated in Cencorp’s new strategy published in April the company will outsource its in-house equipment production including the support functions. At the same time product design will be strengthened with strategic partnerships.

Restructuring of Cencorp Group's foreign units has been started. In North America the number of employees is decreased by three persons. Cencorp’s purpose is to close down its non-operative subsidiaries in Hungary, Sweden and UK by the end of 2012. Closing down subsidiaries has no influence in the number of personnel.

These actions, including close down of the Guangzhou plant, will reduce the number of Cencorp corporation’s personnel at the time from 310 to 183 persons.

Restructuring is estimated to generate approximately EUR 3.5 - 4 million annual savings in fixed and operative costs. Additionally, some cost flexibility reflecting the fluctuations in demand will be gained through outsourcing.

 

 

SHARES AND SHAREHOLDERS

Cencorp’s share capital amounts to EUR 3 425 059,10. The number of shares is 342 161 270. The company has one series of shares, which confer equal rights in the company. Cencorp did not own any of its own shares at the end of the financial year.

The company had a total of 4474 shareholder at the end of June, and 0.8 per cent of the shares were owned by foreigners. The ten largest shareholders held  89.7 percent of the company’s shares and voting rights on 30 June 2012.

The largest shareholders on 30 June 2012

  Shares Votes
1. SAVCOR GROUP LIMITED 133 333 333 39,0
2. SAVCOR GROUP OY 119 235 078 34,8
3. SAVCOR INVEST BV 17 499 999 5,1
4. KESKINÄINEN ELÄKEVAKUUTUSYHTIÖ ETERA 16 394 735 4,8
5. GASELLI CAPITAL OY 11 000 000 3,2
6. PAASILA MATTI 2 777 777 0,8
7. GASELLI CAPITAL PARTNERS OY 2 050 000 0,6
8. JOKELA MARKKU 1 987 519 0,6
9. PARPOLA VILLE 1 478 759 0,4
10. FT CAPITAL OY 1 428 570 0,4
OTHERS 34 975 500 10,3
TOTAL 342 161 270 100,0

 

Savcor Group Oy announced on 20 April 2012 that it has acquired AC Capital’s subsidiary AC Invest B.V. (currently Savcor Invest B.V.) who owned approximately 5.1 percent of Cencorp Corporation’s shares, resulting in Savcor Group’s ownership in Cencorp Corporation increasing into 78.9 percent.

The members of the Board of Directors and the President and CEO, either directly or through companies under their control, held a total of 270 068 410 shares in the company on 30 June 2012, representing about 78.9 percent of the company’s shares and voting rights. Iikka Savisalo, Cencorp’s Managing Director, either directly or through companies under his control, held a total of 270 068 410 shares in the company.

The price of Cencorp’s share varied between EUR 0.05 and 0.12 during the January – June period. The average price was EUR 0.09 the closing price at the end of June EUR 0.05. A total of 12.1 million Cencorp shares were traded at a value of EUR 1.1 million during the January – June period. The company’s market capitalization at the end of June stood at EUR 17.1 million.

No share options were granted to the company’s management during the reporting period. On 30 June 2012, the company had 8,931,000 options connected to bond I/2010 with a subscription period ending on 25 May 2015. Savcor Group Oy holds the options connected to bond I/2010. No 2006C series options have been allocated and Cencorp Group continues to hold them.
 

EXEMPTION PERMIT FROM THE FINNISH FINANCIAL SUPERVISORY AUTHORITY

At the beginning of April, the Finnish Financial Supervisory Authority granted Cencorp an exemption permit to deviate from the deadline of the disclosure of the Financial Statement, Report of the Board of Directors and the Auditors Report, pursuant to the Finnish Securities Market Act. The exemption permit is related to the delay of the disclosure of the company’s Auditors Report, published on 30 March 2012.

On 4 April 2012, Cencorp received Auditor´s Report concerning its financial statement, and published it at the same day, together with the Financial Statement and Report of the Board of Directors. The Auditor´s Report corresponds the draft version which was published on 29 March 2012. The Auditors Report includes a so-called Emphasis of Matter, concerning the company’s financing position.

 

SHARE ISSUE AUTHORIZATIONS IN FORCE


1,069,000 shares remain under the authorization given by Cencorp’s Annual General Meeting on 28 April 2009 to issue 10,000,000 new shares in Cencorp.

Cencorp’s Extraordinary General Meeting held on 30 January 2012 decided to authorize the Board of Directors to issue 100,000,000 new shares.

 

MAIN TERMS OF THE MEMORANDUM OF UNDERSTANDING SIGNED WITH AVERY DENNISON

On 21 August Cencorp announced that the company and Avery Dennison Corporation (”Avery Dennison”), a US based company, have signed a Memorandum of Understanding (MOU) according to which Cencorp acquires Avery Dennison’s Conductive Back Sheet (CBS) business and related intellectual property rights. The MOU is non-binding. The purchase price stated in the MOU is USD 500,000 cash and 6,711,409 Cencorp shares. Avery Dennison agrees not to sell its Cencorp shares received as purchase price payment within 12 months from the effective date of the definitive purchase agreement. Cencorp will separately enter into agreements with the key persons that were involved with the business being acquired to join Cencorp team. The transaction is expected to take place by the end of 2012. The risks related to the non-binding MOU signed with Avery Dennison have been handled in more detail in the item “Risk management, risks and uncertainties” of this interim report.

 

MAIN TERMS OF THE CONVERTIBLE BOND

In order to secure the financing required to strengthen Cencorp’s capital structure the company issues convertible bond with the maximum amount of EUR 1,500,000 and simultaneously issues stock options with maximum amount of 21,428,571 free of charge. One (1) stock option is issued per each subscribed loan capital amount of EUR 0.07. The convertible bond is issued in deviation from the shareholders' pre-emptive subscription rights to those current Cencorp shareholders who directly on the record day of 31 June 2012 own at least one million (1,000,000) Cencorp’s shares or who otherwise are approved by the Board of Directors. Convertible bond can also be subscribed against a loan receivable from Cencorp, undisbuted on the record day, by converting the loan’s capital or interest into convertible bond according to the terms of the convertible bond. Loan period starts as of the payment of a loan to the company and ends on 7 September 2014 when the convertible bond will be due in its entirety pursuant to the loan terms. The shareholders' pre-emptive subscription rights are being deviated from as the stock options are issued to secure financing required to strengthen Cencorp’s capital structure cost effectively and considering the size of the financing. Thus, there is, from the company’s point of view, a weighty financial reason to issue the stock options.

An annual interest of eight (8) % will be paid on the convertible bond from the withdrawal of the bond. A holder of the bond has a right to subscribe an amount of shares, equivalent to the bondholders shareholding percentage at the time, in Cencorp’s possible future share issues with subscription period ending latest by 7 September 2014, at a subscription price that is 10 % lower than the subscription price in the share issue in question.

The holder of the bond is entitled to converse the promissory note into the shares of the Company. One (1) stock option pursuant to the promissory note entitles the bond holder to subscribe for one (1) new share of the company. Based on the subscriptions made pursuant to the stock options, the Company shall issue in maximum of 21.428.571 new company shares. The Company has one (1) class of shares.

 

RISK MANAGEMENT, RISKS AND UNCERTAINTIES

Cencorp’s Board of Directors is responsible for the control of the company’s accounts and finances. The Board is responsible for internal control, while the President and CEO handles the practical arrangement and monitors the efficiency of internal control. Business management and control are taken care of using a Group-wide reporting and forecasting system.

The purpose of risk management is to ensure that any significant business risks are identified and monitored appropriately. The company’s business and financial risks are managed centrally by the Group’s financial department, and reports on risks are presented to the Board of Directors as necessary.

Due to the small size of the company and its business operations, Cencorp does not have an internal auditing organization or an audit committee.

The sufficiency of the company’s financing and working capital involve risks that are handled in more detail in the item Financing of this financial statement release. Realization of a convertible bond and a share issue, which the company announced on 21 August 2012, involves risks. It is not secured that the company will be able to collect EUR 1.5 million with the convertible bond to strengthen its capital structure or with the share issue to finance the establishing of photovoltaic module business plan.

As it is difficult to make forecasts in an industry that is dependent on economic cycles, the biggest business risks are related to fluctuations in the demand for products and to the adjustment of operations to meet demand.

In terms of profitability, the most essential risks are related to the achievement of a sufficient invoicing volume in both business segments and the success achieved with the programs underway at Cencorp to improve profitability, such as improvements in productivity and business flexibility through outsourcing production.

In terms of operations, the biggest risks are related to outsourcing in-house equipment production to contract manufacturers, in particular to whether the production chain efficiency targets are achieved as planned.

The execution of the non-binding Memorandum of Understanding signed with Avery Dennison involves risks. The final terms of the transaction are still under negotiations and realization of the acquisition is not yet certain. Additionally, the transaction is still subject to several issues such as due diligence and especially to Cencorp’s short and long term financing required to run the business being acquired. Thus, Cencorp is not yet able to estimate possible realization, effective date, acquisition’s influence in Cencorp nor risks relating to the transaction. Cencorp will announce further information on the matter as soon as the negotiations have been finished, which is expected to take place before the end of 2012.

The long term objectives set for the Managing Director involves also risks and the long term objective should not be considered as the company’s financial guidance. Even though the objectives are based on market knowledge and technical surveys, the risk are significant and it is not certain if the Managing Director reaches all or part of the targets set for him.

Other risks connected to Cencorp have been presented in more detail in the Annual Report for 2011 and in the base prospectus and its notes published on 25 October 2010.
 

FLAGGING NOTIFICATION

On 24 April 2012, Cencorp Corporation gained knowledge of the disclosure notification of Ahlström Capital Oy pursuant to Chapter 2, Section 9 of the Finnish Securities Markets Act. In accordance with the disclosure notification, the ownership of Ahlström Capital Oy in Cencorp has fallen below one-twentieth of all shares of Cencorp as Ahlström Capital Oy has sold all shares in its Dutch subsidiary, AC Invest B.V. (change of trade name pending), which held Cencorp's shares, to Savcor Group Oy. After the sale Ahlström Capital Oy or companies belonging to the same group of companies with it do not hold any shares in Cencorp. The sale is not subject to any conditions.

The share of ownership of Ahlström Capital Oy in Cencorp's shares and attached voting rights was 17,499,999 shares which was approximately 5.1 per cent of all shares and attached voting rights in Cencorp.

Ahlström Capital Oy has notified that it has agreed in connection with the sale of shares referred to above on such an arrangement for security that in the event of breach of the payment terms, Ahlström Capital Oy has, among other things and subject to certain conditions based on its own consideration, right to notify of using the voting rights attached to the pledged Cencorp shares. In such an event, Ahlström Capital Oy would, when necessary, make a separate disclosure notification pursuant to the requirements of the Finnish Securities Markets Act.

 

DECISIONS BY THE ANNUAL GENERAL MEETING

Cencorp Corporation's Annual General Meeting was held on 19 April 2012 in Mikkeli, Finland. The AGM approved the 2011 financial statements and discharged the members of the Board and the President and CEO from liability for the financial year 2011.

According to the Board' proposal, it was decided that no dividend for the financial year 2011 will be distributed. It was also decided that the loss for the financial period that ended on 31 December 2011 will be entered in retained earnings.  The AGM elected Hannu Savisalo, Iikka Savisalo and Ismo Rautiainen as the members of the Board of Directors of Cencorp Corporation.  At its organizing meeting following the AGM, Cencorp's Board of Directors elected Hannu Savisalo as the Chairman and Ismo Rautiainen as the Vice Chairman of the Board.

The Board of Directors decided, due to the scope of the company's business, that it is not necessary to establish any separate Board committees. The Board of Directors further stated that Ismo Rautiainen is independent of the company and also of the company's significant shareholders. The AGM decided that an annual remuneration of EUR 40,000 will be paid to the Chairman and to the Vice Chairman of the Board, and EUR 30,000 to the members of the Board of Directors.

Ernst & Young Oy, Authorized Public Accounting Firm, continues as the company auditor and Mikko Rytilahti, APA, as the responsible auditor.

 

In Mikkeli, 21 August 2012

Cencorp Corporation

BOARD OF DIRECTORS

 

Consolidated statement of comprehensive income  
(unaudited)            
             
             
1 000 EUR   4-6/2012 4-6/2011 1-6/2012 1-6/2011 1-12/2011
Continuing operations          
Net sales   4 698 6 434 9 084 11 168 21 608
Cost of sales -4 517 -5 616 -8 403 -10 392 -19 859
Gross profit 181 819 681 776 1 748
             
Other operating income 82 25 1 309 50 130
Product development expenses -329 -386 -682 -750 -1 288
Sales and marketing expenses -553 -511 -965 -913 -1 987
Administrative expenses -867 -873 -1 394 -1 499 -2 717
Other operating expenses -30 -4 -49 -5 -157
             
Operating profit -1 516 -930 -1 099 -2 339 -4 271
             
Financial income 762 325 945 542 1 012
Financial expenses -505 -636 -1 142 -1 502 -1 583
             
Profit before taxes from continuing operations -1 260 -1 241 -1 296 -3 299 -4 843
             
Income taxes 2 -43 26 -49 -6
             
Profit/loss for the period from continuing operations -1 258 -1 285 -1 270 -3 348 -4 848
             
Discontinued operations          
Profit/loss after tax for the period from discontinued operations -7 858 -570 -8 822 -1 465 -2 667
             
Profit/loss for the period -9 116 -1 854 -10 092 -4 813 -7 516
             
Profit/loss attributable to:          
Shareholders of the parent company -9 116 -1 854 -10 092 -4 813 -7 516
             
Earnings/share (diluted), eur -0,03 -0,01 -0,03 -0,01 -0,02
Earnings/share (basic), eur -0,03 -0,01 -0,03 -0,01 -0,02
             
Continuing operations:          
Earnings/share (diluted), eur -0,004 -0,004 -0,004 -0,010 -0,014
Earnings/share (basic), eur -0,004 -0,004 -0,004 -0,010 -0,014
             
             
Other comprehensive income          
             
Translation difference 325 -4 65 -583 794
Other comprehensive income 0 0 0 0 0
             
Total comprehensive income for the period -8 791 -1 858 -10 028 -5 396 -6 721
             
Total comprehensive income attributable to:          
Shareholders of the parent company -8 791 -1 858 -10 028 -5 396 -6 721
                 
Consolidated statement of financial position  
(unaudited)        
         
         
1 000 EUR   30.6.2012 30.6.2011 31.12.2011
         
ASSETS        
         
Non-current assets      
Property, plant and equipment 7 469 15 558 16 305
Consolidated goodwill 2 967 2 967 2 967
Other intangible assets 2 915 3 271 3 337
Available-for-sale investment 10 10 10
Deferred tax assets 10 0 10
Total non-current assets 13 370 21 806 22 629
         
Current assets        
Inventories   3 358 4 854 4 184
Trade and other non-interest-bearing receivables 4 343 7 589 7 402
Cash and cash equivalents 412 1 010 317
Total current assets 8 113 13 453 11 903
         
Assets classified as held for sale 1 851 0 0
         
Total assets   23 334 35 258 34 532
         
         
EQUITY AND LIABILITIES      
         
Equity attributable to shareholders of the parent company    
         
Share capital   3 425 3 425 3 425
Other reserves   43 344 43 344 43 344
Translation difference 649 -793 584
Retained earnings   -39 827 -27 031 -29 735
Total equity   7 591 18 944 17 618
         
Non-current liabilities      
Non-current loans   0 2 676 0
Deferred tax liabilities 24 62 34
Total non-current liabilities 24 2 738 34
         
Current liabilities        
Current interest-bearing liabilities 4 827 6 017 8 475
Trande and other payables 8 028 7 445 8 196
Current provisions   287 114 209
Total current liabilities 13 142 13 576 16 880
         
Liabilities directly associated with assets classified as held for sale 2 578 0 0
         
Total liabilities   15 744 16 314 16 914
         
Equity and liabilities total 23 334 35 258 34 532
               
Consolidated statement of cash flows    
(unaudited)        
           
           
1 000 EUR   1-6/2012 1-6/2011 1-12/2011
           
Cash flow from operating activities        
Income statement profit/loss from continuing operations before taxes   -1 296 -3 299 -4 843
Income statement profit/loss from discontinued operations before taxes   -8 822 -1 465 -2 667
Income statement profit/loss before taxes   -10 118 -4 764 -7 510
Non-monetary items adjusted on income statement        
  Depreciation and impairment  + 7 459 1 825 3 949
  Gains/losses on disposals of non-current assets  +/- -1 154 0 88
  Unrealized exchange rate gains (-) and losses (+)  +/- -187 552 -507
  Other non-cash transactions  +/- 0 0 62
  Financial income and expense  + 441 477 1 003
  Interest gains   - 0 0 0
  Taxes   - 0 0 0
Total cash flow before change in working capital   -3 558 -1 910 -2 915
           
Change in working capital        
  Increase (-) / decrease (+) in inventories   249 -99 520
  Increase (-) / decrease (+) in trade and other receivables 2 310 1 048 1 957
  Increase (+) / decrease (-) in trade and other payables   2 394 -941 -524
Change in working capital   4 953 8 1 953
           
Adjustment of financial items and taxes to cash-based accounting    
  Interest paid  - -133 -244 -429
  Interest received  + 5 2 14
  Other financial items  - -141 -182 -397
  Taxes paid  - 15 -126 -120
Financial items and taxes   -254 -550 -932
NET CASH FLOW FROM BUSINESS OPERATIONS   1 140 -2 452 -1 894
           
           
CASH FLOW FROM INVESTING ACTIVITIES        
Investments in tangible and intangible assets  - -910 -1 083 -1 424
Proceeds on disposal of tangible and intangible assets  + 3 640 0 70
Loans given  - 0 0 0
Repayment of loan receivables  + 0 1 468 1 468
NET CASH FLOW FROM INVESTMENTS   2 730 385 114
           
           
CASH FLOW FROM FINANCING ACTIVITIES        
Proceeds from share issue  + 0 903 862
Proceeds from current borrowings  + 3 005 5 534 10 083
Repayment of current borrowings  - -6 636 -4 936 -10 244
Dividends paid  - 0 -4 -4
NET CASH FLOW FROM FINANCING ACTIVITIES   -3 631 1 497 697
           
           
INCREASE (+) OR DECREASE (-) IN CASH FLOW   239 -570 -1 083
                 
Consolidated statement of changes in equity    
(unaudited)            
             
             
1 000 EUR Share capital Other reserves Translation difference Distribu-table non-restricted equity fund Retained earnings Total
31.12.2011 3 425 4 908 584 38 436 -29 735 17 618
Directed issue - - - - - 0
Decrease from share issue - - - - - 0
Direct entries in retained earnings - - - - - 0
Translation difference, comprehensive income - - 65 - - 65
Profit/loss for the period - - - - -10 092 -10 092
30.6.2012 3 425 4 908 649 38 436 -39 827 7 591
             
             
             
             
             
1 000 EUR Share capital Other reserves Translation difference Distribu-table non-restricted equity fund Retained earnings Total
31.12.2010 3 425 4 908 -210 35 104 -22 082 21 145
Directed issue - - - 3 332 - 3 332
Decrease from share issue - - - - -136 -136
Translation difference, comprehensive income - - -583 - - -583
Profit/loss for the period - - - - -4 813 -4 813
30.6.2011 3 425 4 908 -793 38 436 -27 031 18 944
             
               
Segment information        
(unaudited)        
           
The segment information for profit/loss numbers and balance sheet per 30 June 2012 include only continuing operations. Information regarding discontinued operations is given in attachment "Discontinued operations".
           
The Group has two reporting segments: Laser and Automation Applications, and Special Components. The Laser and Automation Applications segment comprises Cencorp’s former business and the Special Components segment the business acquired through the Face transaction in 2010. The segment information presented by the Group is based on the management’s internal reporting and the organisational structure.
1 000 EUR   1-6/2012 1-6/2011 1-12/2011
Net sales        
  Laser and Automation Applications   5 756 8 754 15 079
  Special Components   3 334 2 463 6 581
  Eliminations   -5 -49 -53
  Total   9 084 11 168 21 608
Operating profit        
  Laser and Automation Applications   -1 467 -1 032 -2 517
  Special Components   370 -1 283 -1 706
  Eliminations   -2 -24 -49
  Total   -1 099 -2 339 -4 271
EBITDA        
  Laser and Automation Applications   -1 125 -432 -1 283
  Special Components   1 138 -716 -387
  Eliminations   -2 -24 -49
  Total   10 -1 171 -1 718
Profit/loss for the period        
  Laser and Automation Applications   -1 580 -1 573 -2 969
  Special Components   295 -1 884 -1 978
  Eliminations   15 109 99
  Total   -1 270 -3 348 -4 848
Assets        
  Laser and Automation Applications   29 671 31 352 30 611
  Special Components   11 956 23 609 25 962
  Assets classified as held for sale   1 851 - -
  Eliminations   -20 144 -19 702 -22 040
  Total   23 334 35 258 34 532
Liabilities        
  Laser and Automation Applications   11 356 10 110 8 965
  Special Components   7 516 13 160 15 174
  Liabilities directly associated with assets held for sale 2 578 - -
  Eliminations   -5 707 -6 956 -7 225
  Total   15 744 16 314 16 914
Investments        
  Laser and Automation Applications   247 444 729
  Special Components   602 372 463
  Assets classified as held for sale   4 - -
  Total   853 816 1 191
Depreciation        
  Laser and Automation Applications   342 591 977
  Special Components   767 567 1 214
  Total   1 109 1 158 2 192
Impairment        
  Laser and Automation Applications   0 10 257
  Special Components   0 0 105
  Total   0 10 361

 

 

Discontinued operations        
(unaudited)        
           
29 May 2012 Cencorp announced that it exits from its unprofitable decoration business and closes down its plant in Guangzhou, China, producing decoration applications. In consequence of the closing down of the Guangzhou plant and the exit from decoration business Cencorp reports the financial figures relating to the Guangzhou plant’s decoration business as discontinued operations from now on.
           
The results and major classes of assets and liabilities of Savcor Face (Guangzhou) Technolgies Co., are as follows:
           
1 000 EUR   1-6/2012 1-6/2011 1-12/2011
           
Revenue   1 935 2 372 4 857
Expenses   -5 352 -3 769 -7 608
Loss recognised on the remeasurement to fair value   -5 412 0 0
Operating profit   -8 829 -1 397 -2 751
Finance costs   7 -68 84
Profit/loss before tax from discontinued operation   -8 822 -1 465 -2 667
Income tax   0 0 0
Profit/loss after tax from discontinued operation   -8 822 -1 465 -2 667
           
Assets        
Property, plant and equipment   839 - -
Inventories   199 - -
Trade and other non-interest-bearing receivables   786 - -
Cash and cash equivalents   27 - -
Assets classified as held for sale   1 851    
           
Liabilities        
Trande and other payables   2 478 - -
Provisions   100 - -
Liabilities directly associated with assets classified as held for sale 2 578    
Net assets directly associated with disposal group   -727    
           
Cumulative translation difference   -2 603    
           
           
Savcor Face (Guangzhou) Technolgies Co., Ltd:n net cash flow:      
           
1 000 EUR   1-6/2012 1-6/2011 1-12/2011
           
Operating   3 -5 -35
Investing   -20 -124 -179
Financing   0 -232 -236
Net cash flow   -17 -360 -450
           
Earnings/share (basic), from discontinued operations   -0,03    
Earnings/share (diluted) from discontinued operations   -0,03    

 

 

Key figures          
(unaudited)          
           
           
1 000 EUR 4-6/2012 4-6/2011 1-6/2012 1-6/2011 1-12/2011
           
Net sales 4 698 6 434 9 084 11 168 21 608
Operating profit -1 516 -930 -1 099 -2 339 -4 271
% of net sales -32,3 -14,5 -12,1 -20,9 -19,8
EBITDA -992 -333 10 -1 171 -1 718
% of net sales -21,1 -5,2 0,1 -10,5 -8,0
Profit before taxes -1 260 -1 241 -1 296 -3 299 -4 843
% of net sales -26,8 -19,3 -14,3 -29,5 -22,4
           
Balance Sheet value 23 334 35 258 23 334 35 258 34 532
Equity ratio, %  33,2 54,5 33,2 54,5 51,2
Net gearing, % 58,2 40,6 58,2 40,6 46,3
Gross investments 407 320 853 816 1 191
% of net sales 8,7 5,0 9,4 7,3 5,5
Research and development costs 329 386 682 750 1 288
% of net sales 7,0 6,0 7,5 6,7 6,0
           
Order book 3 257 4 228 3 257 4 228 2 793
           
Personnel on average 276 345 305 350 343
Personnel at the end of the period 193 343 193 343 328
           
Non-interest-bearing liabilities 8 028 7 445 8 028 7 445 8 196
Interest-bearing liabilities 4 827 8 693 4 827 8 693 8 475
           
Share key indicators          
 Earnings/share (basic) -0,03 -0,01 -0,03 -0,01 -0,02
 Earnings/share (diluted) -0,03 -0,01 -0,03 -0,01 -0,02
Earnings/share (basic), from continuing operations -0,004 -0,004 -0,004 -0,010 -0,014
Earnings/share (diluted) from continuing operations -0,004 -0,004 -0,004 -0,010 -0,014
 Equity/share 0,02 0,06 0,02 0,06 0,05
P/E ratio -1,88 -22,14 -1,70 -8,19 -4,02
 Highest price 0,08 0,14 0,12 0,20 0,20
 Lowest price 0,05 0,11 0,05 0,11 0,07
 Average price 0,06 0,12 0,09 0,14 0,12
 Closing price 0,05 0,12 0,05 0,12 0,09
 Market capitalisation, at the end of the period, MEUR 17,1 41,1 17,1 41,1 30,8
           
           
Calculation of Key Figures          
           
           
EBITDA, %: Operating profit + depreciation + impairment
  Net sales        
           
Equity ratio, %: Total equity x 100      
  Total assets - advances received    
           
Net gearing, %: Interest-bearing liabilities - cash and cash equivalents  
  and marketable securities x 100    
  Shareholders' equity + minority interest   
           
Earnings/share (EPS): Profit/loss for the period to the owner of the parent company
  Average number of shares adjusted for share issue 
  at the end of the financial year    
           
Equity/share: Equity attributable to shareholders of the parent company
  Undiluted number of shares on the balance sheet date
           
           
P/E ratio: Price on the balance sheet date    
  Earnings per share      
           

 

 

Change in intangible and tangible assets    
(unaudited)      
       
       
1 000 EUR 30.6.2012 30.6.2011 31.12.2011
       
Includes tangible assets, consolidated goodwill and other intangible assets      
       
Carrying amount, beginning of period 22 609 23 835 23 835
  Depreciation and impairment -7 043 -1 825 -3 516
  Additions 853 816 1 191
  Disposals -2 546 0 -158
  Discontinued operations -839 - -
  Exchange rate difference 316 -1 030 1 256
Carrying amount, end of period 13 350 21 796 22 609
       
       
       

 

Commitments and contingent liabilities    
(unaudited)      
       
       
1 000 EUR 30.6.2012 30.6.2011 31.12.2011
       
Loans from financial institutions 1 236 5 264 5 206
 Promissory notes secured by pledge 12 691 12 691 12 691
 Mortgages on real estate 0 4 727 5 413
 Deposits 0 535 0
       
Factoring loan and export credit limit 1 165 998 833
 Trade receivables 1 165 996 833
 Promissory notes secured by pledge 12 691 12 691 12 691
       
Operating leases      
 Payable within one year  54 11 60
 Payable over one year 62 3 83
       
Commitments      
 Payable within one year  908 243 206
 Payable over one year 947 871 302
       
Commitments discontinued operations      
 Payable within one year  538 507 580
 Payable over one year 3 501 3 691 4 017
       
       
       

For more information please contact:

Cencorp: Iikka Savisalo, President and CEO, tel. +358 40 521 6082, iikka.savisalo@savcor.com

 

Cencorp Corporation’s interim report for the January – September 2012 will be published on Tuesday 13 November 2012.