Incap Corporation Stock Exchange Release 4 May 2011 at 8:30 a.m. INCAP GROUP INTERIM REPORT JANUARY-MARCH 2011: REVENUE INCREASED AND OPERATING PROFIT IMPROVED YEAR-ON-YEAR * revenue in the first quarter stood at EUR 16.0 million, or 19% higher than during the comparable period in the previous year (1-3/2010: EUR 13.4 million) * revenue increased particularly in product packages delivered to well-being technology customers * operating profit (EBIT) was EUR -0.4 million (EUR -1.7 million) * increase in material costs burdened the result * earnings per share were EUR -0.05 (EUR -0.16) * after the review period, Incap has signed financing agreements for a total of EUR 3.8 million This interim report has been prepared in accordance with international financial reporting standards (IFRS) - IAS 34 Interim Financial Reporting standard. The accounting principles of the interim report are the same as those used in the preparation of the 2010 financial statements. Unless otherwise stated, the comparison figures refer to the same period in the previous year. This interim report is unaudited. Sami Mykkänen, President and CEO of Incap Group: "Revenue developed favourably in all customer segments and despite the global shortage of materials, we were mainly able to satisfy the needs of our customers." "Although the financial result for the period showed a significant improvement year-on-year, we still cannot be satisfied with our profitability. Operating profit excluding non-recurring entries remained at the same level as in the previous quarter." "The global shortage of components led to an increase in the price of materials and logistics and slowed especially deliveries of well-being technology products, in which the demand was bigger than expected. We were confident the situation would gradually improve by spring 2011, but the reduction in production capacity in Japan further impaired the availability of certain electronics components." "Incap's outlook is now clearly better than a year ago, giving good conditions for achieving profitable growth. In order to improve profitability and to secure positive earnings development, we will increase materials procurement from Asia, use competitive tendering to select materials suppliers and pass on the increases in costs to customer prices". Revenue and earnings in January-March 2011 Demand for Incap's services continued stable in the first quarter. Revenue stood at EUR 16.0 million or 19% higher than during the comparable period in 2010 (1- 3/2010: EUR 13.4 million). Revenue increased steadily in each month during the review period, reaching almost the same level as in the previous quarter October-December 2010. The company's delivery capacity improved during the review period, although a shortage of materials continued to hamper production planning and deliveries. Revenue from well-being technology products exceeded expectations, and the order book for the next few months is at a good level. Demand for rotor components picked up markedly, although the total demand by European energy efficiency customers remained somewhat below targeted levels. The revenue of the Indian unit developed at a level higher than in the corresponding period last year. Negotiations were conducted with several customers on starting cooperation or expanding existing scope of deliveries, and new products reached prototype and testing stage. Incap and Kemppi Oy signed a contract on cooperation on manufacturing services, and the first volume deliveries from Incap's Indian unit took place in March. Cooperation covering design and manufacture of a smart charging device for electric cars with a remarkable Indian manufacturer of electric cars is proceeding favourably. Profitability improved compared with the corresponding period last year and the operating result for January-March was EUR -0.4 million (EUR -1.7 million), representing -3% of the revenue (-12%). Profitability continued to be burdened by the poor availability of certain components, which temporarily increased material and logistics costs. In order to adjust capacity to the fluctuating materials flow, the company increased the share of outsourced work, which temporarily weakened the sales margin. Quarterly comparison 1-3/ 10-12/ 7-9/ 4-6/ 1-3/ (EUR thousands) 2011 2010 2010 2010 2010 ---------------------------------------------------------- Revenue 16,005 16,149 13,741 15,836 13,436 Operating profit/loss (EBIT) -423 14 -471 -1,097 -1,670 Net profit/loss -951 -427 -1,067 -1,490 -1,899 Earnings per share, EUR -0.05 -0.03 -0.08 -0.12 -0.16 Personnel expenses decreased by some 20% or EUR 0.7 million year-on-year, which was mainly attributable to the merger of two electronics plants. Incap expects the merger to generate cost savings of some EUR 3 million in 2011 compared with 2009. Incap joined the Cleantech Finland network, a global network for Finnish companies providing ecological solutions and technology, coordinated by Finpro. Manufacturing services for equipment in energy efficiency and environmental technologies are a strategic focus area of Incap, and global demand for products in this field is expected to grow strongly. Negotiations on the sale of the sheet-metal mechanics manufacturing business in Helsinki ended without result in February. The company's intention remains to develop the Helsinki plant into a unit that specialises in assembly. Measures aimed at selling the Vuokatti factory building were continued. The price estimate by an external valuer clearly exceeds the book value of the property. The value of inventories decreased by some 2% to EUR 12.8 million (EUR 13.1 million). Compared with the turn of the year, the value of inventories decreased by some EUR 0.3 million (31 December 2010: EUR 13.1 million). Net finance costs increased to EUR 0.5 million (EUR 0.2 million). Depreciation stood at EUR 0.6 million (EUR 0.7 million). Losses before tax amounted to EUR 1.0 million (EUR -1.9 million). The loss for the period was EUR 1.0 million (- 1.9 million). Return on investment was -4% (-22%) and return on equity was -75% (-138%). Earnings per share were EUR -0.05 (EUR -0.16). Balance sheet The Group's balance sheet total was EUR 40.8 million (EUR 40.8 million). The Group's equity at the close of the period was EUR 4.5 million (EUR 4.5 million). Debt totalled EUR 36.3 million (EUR 36.3 million), of which interest-bearing debt made up EUR 22.5 million (EUR 22.1 million). Of the total debt, EUR 28.4 million (25.5 million) were current liabilities. Equity of the parent company totalled EUR 14.7 million, representing 72% of the share capital (EUR 11.1 million, 54%). The Group's equity ratio was 11.0% (11.1%). Interest-bearing net liabilities totalled EUR 21.9 million (EUR 21.7 million) and the gearing ratio was 487% (477%). The earnings development and financing of the business operations acquisition in India in 2007 contributed to the high gearing ratio. Financing and cash flow The Group's quick ratio was 0.5 (0.5) and the current ratio 1.0 (1.0). Cash flow from operations was EUR -0.5 million (EUR -0.3 million) and the change in cash and cash equivalents showed an increase of EUR 0.1 million (a decrease of EUR 0.1 million). Financing negotiations were continued, and after the review period, Incap signed financing agreements for a total of approximately EUR 3.8 million. Of this financing, EUR 1.5 million was a counter-cyclical guarantee granted by Finnvera. EUR 2 million of long-term financing and EUR 1 million of a short-term factoring credit were received from a Finnish bank, and some EUR 0.8 million short-term credit from an Indian bank. Capital expenditure Investments amounted to EUR 0.1 million (EUR 0.1 million) and include investments related to the modernisation of machinery. Personnel At the end of the review period, Incap Group had a payroll of 721 employees (774). The average number of personnel was 727 (734). Compared with the end of 2010, the number of personnel was reduced by 46 employees. At the end of the review period, approximately 22% of the personnel worked in Finland (39%), 29% in Estonia (23%) and 49% in India (38%). Share-based incentive systems During the period under review, the Board of Directors distributed 75,000 B options under the option scheme 2009 to the President and CEO and the management team members as well as a total of 126,000 of C options to the company's key employees. The subscription period of 2004C expired on 30 April 2011. No option rights were used for subscriptions, since the target share price defined in the terms was not realised. At the same time, the stock option scheme 2004 was ended. Annual General Meeting 2011 Incap Corporation's Annual General Meeting was held in Helsinki on 13 April 2011, after the review period. The Annual General Meeting adopted the consolidated financial statements for the financial year ending on 31 December 2010 and, in accordance with the proposal of the Board of Directors, decided that no dividend be distributed and that the loss for the financial year, a total of EUR 1,561,513.95, be transferred to retained earnings. The Annual General Meeting discharged the members of the Board of Directors and the President and CEO from liability. Raimo Helasmäki, Kari Häyrinen, Kalevi Laurila, Susanna Miekk-oja and Lassi Noponen were re-elected to the Board of Directors. At its organisation meeting, the Board of Directors elected Kalevi Laurila as Chairman and Susanna Miekk-oja as Vice Chairman of the Board. Ernst & Young Oy, Authorised Public Accountants, was re-elected as the company's auditor. The Annual General Meeting authorised the Board of Directors to decide, within one year of the Annual General Meeting, on increasing the share capital through one or more rights issues so that the total number of shares to be subscribed for on the basis of the authorisation is a maximum of 2,168,100, from which a maximum of 300,000 shares can be used in stock options. Shares and shareholders Incap Corporation has one series of shares, and the number of shares at the end of the period was 18,680,880 (12,180,880). During the period, the share price varied between EUR 0.49 and EUR 0.63 (EUR 0.60 and 0.75). The closing price for the period was EUR 0.52 (EUR 0.67). During the review period, the trading volume was 270,349 shares or some 1% of outstanding shares (15%). At the end of the period, the company had 1,080 shareholders (1,158). Foreign or nominee-registered owners held 0.6% (0.9%) of all shares. The company's market capitalisation on 31 March 2011 was EUR 9.7 million (EUR 8.0 million). The company does not own any of its own shares. Short-term risks and factors of uncertainty concerning operations The risks and uncertainty factors related to Incap's operations are described in more detail in the financial statements release published on 23 February 2011. No significant changes have taken place with regard to these factors during the review period. The financing agreements signed after the end of the review period shall, however, reduce remarkably the risks involved with financing. The most significant short-term risks are associated with the development of customer demand, the costs of materials and availability of certain components. Incap has a financing agreement in force until 31 May 2012, which covers the loans related to the financing of the Indian subsidiary and Incap's credit line and factoring credit line. The financing agreement includes the following covenants: Equity ratio net IBD/EBITDA Net capital expenditure 31 December 2010 7.4 % 20.6 EUR 1 million/12 months 30 June 2011 11.6 % 4.1 EUR 1 million/12 months 31 December 2011 onwards 10.9 % 5.6 EUR 1 million/12 months When calculating the covenants, the factoring credit line in use is not included. The equity ratio on 31 March 2011 was 11.0% and net IBD/EBITDA was 0.2. The covenants will be next reviewed on 30 June 2011 and then every six months. According to the current forecast, it is likely that the covenants will not be met on 30 June 2011. In order to estimate its liquidity Incap has drawn up a cash flow forecast by quarter, expanding up to the financial statements for the year 2011. The cash flow forecast is based on the result estimate for 2011 and on the actual turnover of sales receivables and accounts payable, as well as on the targeted turnover of inventories. Based on this cash flow forecast, Incap's need for working capital is increasing towards the year end. Incap trusts that, based on the financing agreements it has signed, the company can cover the financing need for the future growth provided that the Group's result does not remarkably stay behind the estimated targets for result and turnover of inventories. The most important factor related with financing is the turnover rate of inventories. If the turnover rate of inventories stays in the present level, it would not alone call for additional financing. The Group's existing working capital will be sufficient for the next 12 months provided that the present financing agreements remain valid even in case of eventual breakdown of covenants. Furthermore, Incap has continued actions that were started at the end of last financial year to sell the factory real estate in Vuokatti. Real estate and the loans related to it have been described as non-current assets held-for-sale in the financial statements. Estimated price as given in the certificate of valuation of an external surveyor exceeds clearly the book value of the real estate. Financing negotiations conducted with different parties ended after the review period on 3 May 2011, at which time Incap signed financing agreements amounting to EUR 3.8 million. Finnvera granted the company a counter-cyclical guarantee of EUR 1.5 million, and EUR 2 million of long-term financing and EUR 1 million of a short-term factoring credit were received from a Finnish bank. In addition, the Indian subsidiary has signed a loan agreement with a local bank in India on a short-term credit of some EUR 0.8 million. The deferred tax assets recognised in the consolidated balance sheet (EUR 4.2 million) are based on the Board of Directors' assessment of future earnings development at Incap Corporation and the Indian subsidiary. On 31 March 2011, confirmed tax losses for which no deferred tax asset was recognised amounted to EUR 8.0 million. Should future development not correspond to the Board's estimate, the ensuing write-down of deferred tax assets in the consolidated balance sheet would have a considerable impact on Incap Group's equity ratio and, consequently, on the Group's equity and, for example, the covenants in the above financing agreements. Outlook for the rest of 2011 Incap's estimates for future business development are based on its customers' forecasts and the company's own assessments. The general economic situation has improved, and demand for Incap's services is expected to develop favourably. However, the shortage of certain semiconductor components is predicted to continue, which may affect Incap's deliveries and revenue development. Incap will repeat its guidance issued on 23 February 2011 according to which the company estimates that its revenue in 2011 will increase from the EUR 59.2 million achieved in 2010. The Group's full-year operating result (EBIT) in 2011 is expected to be positive and, thus, clearly higher than in 2010 (EUR -3.2 million). INCAP CORPORATION Board of Directors Further information: Sami Mykkänen, President and CEO, tel. +358 40 559 9047 Eeva Vaajoensuu, CFO, tel. +358 40 763 6570 Hannele Pöllä, Director, Communications and HR, tel. +358 40 504 8296 DISTRIBUTION NASDAQ OMX Helsinki Ltd Principal media www.incap.fi PRESS CONFERENCE Incap will arrange a conference for the press and financial analysts on 4 May 2011 at 10:00 a.m. at the World Trade Center, Helsinki, in Meeting Room 4 on the 2nd floor at Aleksanterinkatu 17, FI-00100 Helsinki. ANNEXES 1 Consolidated Income Statement 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 INCAP IN BRIEF Incap Corporation is an internationally-operating contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and manufacture to maintenance services. Incap's customers include leading equipment suppliers in energy-efficiency and well-being technologies, for which the company produces competitiveness as a strategic partner. Incap has operations in Finland, Estonia and India. The Group's revenue in 2010 amounted to EUR 59.2 million, and the company currently employs approximately 730 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional information:www.incap.fi Annex 1 CONSOLIDATED INCOME STATEMENT (IFRS) (EUR thousand, unaudited) 1-3/2011 1-3/2010 Change % 1-12/2010 REVENUE 16,005 13,436 19 59,162 Work performed by the enterprise and capitalised 0 0 0 Change in inventories of finished goods and work in progress 34 629 -95 188 Other operating income 38 56 -32 372 Raw materials and consumables used 11,270 9,581 18 40,828 Personnel expenses 2,916 3,629 -20 12,437 Depreciation and amortisation 552 722 -24 2,831 Other operating expenses 1,762 1,857 -5 6,849 -------------------------------------------------------------------------------- OPERATING PROFIT/LOSS -423 -1,670 -75 -,3,223 Financing income and expenses -528 -229 130 -,1,724 -------------------------------------------------------------------------------- PROFIT/LOSS BEFORE TAX -951 -1,899 -50 -,4,947 Income tax expense 0 0 64 -------------------------------------------------------------------------------- PROFIT/LOSS FOR THE PERIOD -951 -1,899 -50 -4,884 Earnings per share -0.05 -0.16 -69 -0.33 Options have no dilutive effect in accounting periods 2009 and 2010 OTHER COMPREHENSIVE INCOME 1-3/2011 1-3/2010 Change % 1-12/2010 PROFIT/LOSS FOR THE PERIOD -951 -1,899 -50 -4,884 OTHER COMPREHENSIVE INCOME: Translation differences from foreign units -185 -7 2,694 -24 -------------------------------------------------------------------------------- Other comprehensive income, net -185 -7 2,694 -24 TOTAL COMPREHENSIVE INCOME -1,136 -1,906 -40 -4,908 Attributable to: Shareholders of the parent company -1,136 -1,906 -40 -4,908 Non-controlling interest 0 0 0 Annex 2 CONSOLIDATED BALANCE SHEET (IFRS) (EUR thousand, unaudited) 31.3.2011 31.3.2010 Change % 31.12.2010 ASSETS NON-CURRENT ASSETS Property, plant and equipment 5,416 9,690 -44 6,026 Goodwill 1,009 1,033 -2 1,040 Other intangible assets 579 960 -40 705 Other financial assets 314 14 2,094 314 Deferred tax assets 4,158 4,203 -1 4,209 -------------------------------------------------------------------------------- TOTAL NON-CURRENT ASSETS 11,476 15,900 -28 12,294 CURRENT ASSETS Inventories 12,759 13,083 -2 13,062 Trade and other receivables 13,924 11,444 22 14,823 Cash and cash equivalents 680 415 64 476 -------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 27,363 24,943 10 28,362 Non-current assets held for sale 1,936 0 1,936 TOTAL ASSETS 40,774 40,842 0 42,592 EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY Share capital 20,487 20,487 0 20,487 Share premium account 44 44 0 44 Reserve for invested unrestricted equity 4,084 0 4,084 Exchange differences -633 -466 36 -483 Retained earnings -19,488 -15,523 26 -18,510 -------------------------------------------------------------------------------- TOTAL EQUITY 4,494 4,542 -1 5,622 NON-CURRENT LIABILITIES Deferred tax liabilities 0 70 -100 0 Interest-bearing loans and borrowings 7,397 10,777 -31 9,403 -------------------------------------------------------------------------------- NON-CURRENT LIABILITIES 7,397 10,847 -32 9,403 CURRENT LIABILITIES Trade and other payables 13,736 14,137 -3 14,961 Current interest-bearing loans and borrowings 14,634 11,316 29 12,007 -------------------------------------------------------------------------------- CURRENT LIABILITIES 28,370 25,453 11 26,969 Liabilities relating to non-current assets held for sale 513 0 598 TOTAL EQUITY AND LIABILITIES 40,774 40,842 0 42,592 Annex 3 CONSOLIDATED CASH FLOW STATEMENT 1-3/2011 1-3/2010 1-12/2010 (EUR thousands, unaudited) Cash flow from operating activities Net income -423 -1,670 -3,223 Adjustments to operating profit 219 728 23 Change in working capital -95 883 644 Interest and other payments made -193 -247 -1,840 Interest received 8 9 27 -------------------------------------------------------------------------------- Cash flow from operating activities -484 -297 -4,369 Cash flow from investing activities Capital expenditure on tangible and intangible assets -54 -51 -486 Proceeds from sale of tangible and intangible assets 15 0 591 Other investments 0 0 -159 Loans granted 0 -1 -5 Sold shares of subsidiary 0 0 0 Repayments of loan assets 3 1 0 -------------------------------------------------------------------------------- Cash flow from investing activities -37 -51 -59 Cash flow from financing activities Proceeds from share issue 0 0 4,084 Drawdown of loans 1,267 965 5,825 Repayments of borrowings -429 -450 -4,338 Repayments of obligations under finance leases -226 -258 -1,064 -------------------------------------------------------------------------------- Cash flow from financing activities 612 257 4,507 Change in cash and cash equivalents 91 -91 79 Cash and cash equivalents at beginning of period 476 661 661 Effect of changes in exchange rates 122 -142 -228 Changes in fair value (cash and cash equivalents) -9 -13 -36 Cash and cash equivalents at end of period 680 415 476 Annex 4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (EUR thousand, unaudited) Reserve for Share invested Share premium unrestricted Exchange Retained capital account equity differences earnings Total Equity at 1 January 2010 20,487 44 0 -459 -13,629 6,443 Change in exchange differences -7 -7 Options and share-based compensation 0 0 0 5 5 Other changes 0 0 0 0 0 -------------------------------------------------------------------------------- Net income and losses recognised directly in equity 0 0 -7 5 -2 Net profit/loss 0 0 -1,899 -1,899 -------------------------------------------------------------------------------- Total income and losses 0 0 -7 -1,895 -1,901 Equity at 31 March 2010 20,487 44 0 -466 -15,523 4,542 Equity at 1 January 2011 20,487 44 4,084 -483 -18,510 5,622 Share issue 0 Transaction costs for equity 0 0 Change in exchange differences -151 -34 -185 Options and share-based compensation 0 0 0 7 7 Other changes 0 0 0 -------------------------------------------------------------------------------- Net income and losses recognised directly in equity 0 0 0 -151 -27 -178 Net profit/loss 0 0 -951 -951 -------------------------------------------------------------------------------- Total income and losses 0 0 0 -151 -978 -1,129 Equity at 31 March 2011 20,487 44 4,084 -633 -19,488 4,494 Annex 5 GROUP KEY FIGURES AND CONTINGENT LIABILITIES (IFRS) 31.3.2011 31.3.2010 31.12.2010 Revenue, EUR million 16.0 13.4 59.2 Operating profit, EUR million -0.4 -1.7 -3.2 % of revenue -2.6 -12.4 -5.4 Profit before taxes, EUR million -1.0 -1.9 -4.9 % of revenue -5.9 -14.1 -8.4 Return on investment (ROI), % -4.3 -21.5 -10.6 Return on equity (ROE), % -75.2 -138.3 -81.0 Equity ratio, % 11.0 11.1 13.2 Gearing, % 486.6 477.3 383.0 Net debt, EUR million 21.7 24.4 21.7 Net interest-bearing debt, EUR million 21.9 21.7 21.5 Average number of shares during the report period, adjusted for share issues 18,680,880 12,180,880 14,682,250 Earnings per share (EPS), EUR -0.05 -0.16 -0.33 Equity per share, EUR 0.24 0.37 0.30 Investments, EUR million 0.1 0.1 0.5 % of revenue 0.3 0.4 0.8 Average number of employees 727 734 780 CONTINGENT LIABILITIES, EUR millions FOR OWN LIABILITIES Mortgages 11.4 12.0 14.5 Other liabilities 2.1 2.9 2.4 Nominal value of currency options, EUR thousand 1,778.9 455.5 1,881 Fair values of currency options, EUR thousand -9.4 -4.1 -5.5 Annex 6 QUARTERLY KEY FIGURES (IFRS) 1-3/ 10-12/ 7-9/ 4-6/ 1-3/ 2011 2010 2010 2010 2010 Revenue, EUR million 16.0 16.1 13.7 15.8 13.4 Operating profit, EUR million -0.4 0.0 -0.5 -1.1 -1.7 % of revenue -2.6 0.1 -3.4 -6.9 -12.4 Profit before taxes, EUR million -1.0 -0.5 -1.1 -1.5 -1.9 % of revenue -5.9 -3.0 -7.8 -9.4 -14.1 Return on investment (ROI), % -4.3 2.1 -6.8 -111.3 -21.5 Return on equity (ROE), % -75.2 -28.3 -68.0 -14.6 -138.3 Equity ratio, % 11.0 13.2 14.6 10.1 11.1 Gearing, % 486.6 383.0 338.1 523.1 477.3 Net debt, EUR million 21.7 21.7 23.1 24.7 24.4 Net interest-bearing debt, EUR million 21.9 21.5 20.7 22.3 21.7 Average number of share issue-adjusted shares during the financial period 18,680,880 14,682,250 13,334,726 12,854,913 12,180,880 Earnings per share (EPS), EUR -0.05 -0.03 -0.08 -0.12 -0.16 Equity per share, EUR 0.24 0.30 0.30 0.30 0.37 Investments, EUR million 0.1 0.2 0.1 0.1 0.1 % of revenue 0.3 1.3 1.1 0.4 0.4 Average number of employees 727 767 787 791 734 Incap Group Interim Report Jan-Mar 2011: http://hugin.info/120192/R/1512127/447609pdf This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Incap Oyj via Thomson Reuters ONE [HUG#1512127]