INCAP CORPORATION’S INTERIM REPORT 1-3/2002
Group’s financial development
Incap Group’s net turnover during the first quarter, including the figures of Incap Furniture subgroup for January-February was EUR 23.1 million (EUR 22.5 million in January-March 2001) and operating profit EUR 0.9 million (EUR 0.3 million), or 4 % of net turnover (1 %). The group’s profit before extraordinary items was EUR 0.6 million (EUR 0.2 million) and loss for the accounting period EUR 5.5 million (EUR 0.1 million). The removal of the assets and debts of the Incap Furniture subgroup from the Incap Group’s financials resulted in a loss of EUR 6.1 million in the consolidated profit and loss account. The loss will have no effect on the group’s untied equity. The sale of the capital stock of Incap Furniture Ltd resulted in a profit of EUR 0.7 million and a cash flow of EUR 5,55 million to Incap Corporation.
Earnings per share were EUR 0.70 (EUR 0.16) and equity per share EUR 5.75 (EUR 5.59). The group’s equity ratio was 49.6 % (42.8 %). The group’s balance sheet total was EUR 40.8 million (EUR 68.9 million).
Development of the group’s business sectors
The net turnover of Incap’s electronics sector was EUR 15.1 million (EUR 13.8 million) and operating profit EUR 0.28 million (EUR 0.31 million). Demand in the customer sectors remained low throughout the early part of the year as forecast. The measures launched last year to enhance the efficiency and adaptability of production were continued, and their impact was seen during the reporting period. Services producing added value to the customer, design and product integration were increased.
The shares of Incap Furniture Ltd were sold on 1 March 2002. The net turnover from the contract manufacturing of furniture for January-February was EUR 8.0 million and operating profit EUR 0.59 million.
The group’s total investments during the reporting period were EUR 0.2 million (EUR 1.5 million), or 0.7 % (7.0 %) of net turnover.
The group’s quick ratio was 0.8 (1.0) and current ratio 2.2 (1.6). Net gearing ratio was 23.2 % (53.7 %) and equity ratio 49.6 % (42.8 %).
At the end of the reporting period, Incap Group employed 519 persons (833 persons). The employment contract of President and CEO Kari Saarinen terminated on 21 March 2002, after which Eija Jansson-Tervonen served as acting president until 2 April 2002, when Seppo Ropponen took over as new President and CEO for Incap.
Shares and shareholders
At the end of the reporting period, the company had a total of 3,510,110 shares. The market price of the shares ranged from EUR 3.73 to EUR 5.63. Altogether 1.8 % of the shares changed hands during the reporting period. The company’s market value was EUR 14.7 million.
The ordinary annual general meeting held on 21 March 2002 authorized the board of directors to decide about the raising of share capital, the issuing of warrants and/or the taking of convertible bonds. Based on this authorization, the share capital can be raised by a maximum of EUR 1,180,679.24.
The ordinary annual general meeting authorized a directed issue of shares to the shareholders of JMC Tools Oy. The new shares were paid by shares of JMC Tools Oy in such a way that one A or B share of JMC Tools Oy entitled its holder to subscribe 7.856 new shares of Incap Corporation. The new issue was entered in the trade register on 24 April 2002. Incap Corporation’s share capital was raised by EUR 14,583,188.27, and the number of shares grew by 8,670,770 up to a total of 12,180,880 shares.
After the exchange of shares on 19 April 2002, the shareholders of JMC Tools Oy owned 71.2 % of Incap Corporation’s shares and voting rights.
After the exchange of shares, Incap Corporation’s ten biggest shareholders were JMC Finance Oy (15.5 %), Finnvera plc (14.2 %), Jorma Terentjeff (12.0 %), Teknoventure Oy (7.3 %), Conventum Ltd. (5.4 %), Jorkale Oy (5.0 %), Eqvitec Technology Fund II Ky(3.4 %), Aura Capital Fund V Ky (3.0 %), ABB Pension fund rs (2.9 %) and Fortel Invest Oy (2.6 %).
Board of directors
The ordinary annual general meeting on 21 March 2002 appointed the following persons to serve as board directors for Incap Corporation: Seppo Arponen, Kalevi Laurila, Markku Puskala, Jorma Terentjeff and Juhani Vesterinen. The board appointed Jorma Terentjeff as its chairman.
The annual general meeting appointed Tilintarkastajien Oy – Ernst & Young as the auditing community, with Rauno Sipilä, APA, as the responsible auditor.
Group after the merger
From 19 April 2002 onwards, Incap Corporation will be a group where Incap Corporation is the parent company and Incap Electronics Estonia Oü and JMC Tools Oy and its subsidiary Ultraprint Oy are subsidiaries. The group is fully owned by the parent company.
The extraordinary general meeting of JMC Tools Oy on 3 May 2002 appointed as board directors the following persons: Seppo Ropponen, Seppo Airio, Jari Niskanen and Rauni Nokela.
Incap Corporation’s production facilities are located in Sotkamo (manufacturing of electronic components and subassemblies), Helsinki (manufacturing of mechanical components and subassemblies), Vaasa (manufacturing of mechanical components and subassemblies), Kuressaar, Estonia (manufacturing of electronic components and subassemblies), Kempele (machining of RF components and multicircuit boards, flexible circuit boards and etched sheet metal components) and Ruukki (coating, etching and high-speed machining of RF components).
Incap Corporation’s group office was moved on 30 April 2002 from Espoo to Kempele, address Incap Oyj, Kempeleentie 46, 90440 Kempele. The corporation’s domicile continues to be Helsinki.
The company’s most significant customer sectors are information and communication technology, power technology, automation and process industries, safety electronics and health care products.
Plan for the merger of Incap Corporation and JMC Tools
The boards of Incap Corporation and JMC Tools Oy approved on 3.5.2002 a merger plan, according to which JMC Tools Oy, whose shares are fully owned by Incap Corporation, will merge to Incap Corporation around 31 December 2002. The merger documents are available for inspection at the Incap Corporation’s Kempele office at Kempeleentie 46.
Financial results of the merged Incap-JMC operation
The pro forma net turnover of the merged Incap Corporation and JMC Tools Oy in January-March 2002 was EUR 16.9 million and operating loss EUR 1.1 million. Pro forma loss per share was EUR 0.5 and equity per share EUR 2.00.
Pro forma equity ratio at the end of the reporting period was 42.7 %. The balance sheet total on 31.3.2002 was EUR 57.1 million.
A corporate brochure was published about the merger of the companies on 1.3.2002, which contained the pro forma profit and loss accounts and balance sheets of the merged companies for the years 2000 and 2001. The pro forma profit and loss account and balance sheet for the reporting period 1-3/2002 were compiled using the same computing principles as in the corporate brochure, which are also mostly presented in the table captions of this release. The corporate brochure is available on order via e-mail at firstname.lastname@example.org or by telephone at +358 10 612 2002/Hannele Pöllä, or it can be collected at Incap Corporation, Kempeleentie 46, 90440 Kempele.
Incap-JMC management and personnel
Seppo Ropponen, President and CEO for Incap Corporation, was also appointed President for JMC Tools Oy on 10.4.2002, when Kalevi Laurila resigned from his duties. During the first quarter, Incap-JMC employed an average of 670 persons.
Expectations concerning the growth of demand towards the end of the year are cautious. The net turnover of Incap-JMC is expected to remain at the level of 2001. The measures to improve the efficiency of production and the possible synergies to be derived from the merger are likely to improve the results during the last quarter.
The group will retain its capability for a quick ramp-up of its capacity in all customer sectors. The large range of services provided by Incap-JMC and the broad customer base will enhance competitiveness. After the merger, the services provided by the corporation will include a new area growth, namely product and service concept containing high-frequency technology for wireless networks.
Principles of compiling the pro forma review:
The consolidated pro forma profit and loss account includes Incap Corporation’s profit and loss data for 1-3/2002 in such a way that the sale of the shares of Incap Furniture Ltd is assumed to have taken place at the beginning of the pro forma period on 1 January 2002. This profit and loss account and the profit and loss account reported by JMC Tools Group have been compiled into a pro forma profit and loss account.
The consolidation of the annual accounts at the group level was done with reference to the decision of the Accounting Committee concerning the accounting process 1591/1999, whereby the exchange of shares does not result in corporate goodwill value. The IAS principles of consolidation may differ from the above procedure. The pro forma balance sheet was based on the presumption that the sale of the shares of Incap Furniture Ltd and the acquisition of the shares of JMC Tools Oy would have taken place at the end of the pro forma period.
The key figures presented here have been calculated on the basis of the pro forma profit and loss account and balance sheet.
The interim report for 1-6/2002 will be published on 13.8.2002.
Kempele, 3 May 2002
Board of directors
President and CEO
The full report including tables can be downloaded from the enclosed link.