Elcoteq SE Financial Statements Bulletin March 29, 2011, at 1:20 pm (EET) The operating result improved significantly to -18.1 million euros (-76.5), mainly due to improved sales margin levels and substantially lower cost structure. Operating result excluding restructuring expenses was -7.1 million euros (-39.5). Cash flow after investing activities was positive at 39.3 million euros (52.9). Interest-bearing net debt decreased materially and was 12.6 million euros (187.5). Elcoteq SE's net sales in 2010 declined about 29% on the previous year and amounted to 1069.9 million euros (1,503.2 million euros in 2009). Net sales increased in the fourth quarter of 2010 by about 6% on the previous quarter and amounted to 266.3 million euros (250.7 million euros in the third quarter of 2010). Operating profit for the fourth quarter totaled 4.2 million euros (-2.5 in the third quarter of 2010) and excluding restructuring expenses amounted to 5.4 million euros (1.3 in the third quarter of 2010). Financial Year 2010 - Net sales were 1,069.9 million euros (1,503.2) - Operating loss was -18.1 million euros (-76.5) and -7.1 million euros (-39.5) excluding restructuring expenses - Profit before taxes was 43.7 million euros (-117.1) - Earnings per share (EPS) were 0.45 euros (- 3.22) - Cash flow after investing activities was 39.3 million euros (52.9) - Rolling 12-month return on capital employed (ROCE) was 30.4 % (-18.9%) - Interest-bearing net debt amounted to 12.6 million euros (187.5), and gearing was 0.1 (5.8) - The Board of Directors proposes that no dividend will be paid for 2010 October-December 2010 - Net sales were 266.3 million euros (265.5 million euros in the fourth quarter of 2009) - Operating income was 4.2 million euros (-23.4). Operating income includes restructuring costs amounting to 1.2 million euros (21.3), excluding which the operating income was 5.4 million euros (-2.1) - Loss before taxes was -0.8 million euros (-36.4) - Earnings per share (EPS) were 0.01 euros (-0.96) - Cash flow after investing activities was 9.4 million euros (-11.3) Major Events After the End of the Financial Year On March 24, 2011 the Company was informed that the Board of Directors of a Hungarian Bank has made a positive decision to grant via their subsidiary bank a 5 year export financing revolving credit facility to the Hungarian subsidiary of the Company. The formal decision will be taken and disclosed on or soon after March 30, 2011. The amount of the credit facility is 100 million euros and its utilization dependent on the export volumes of the company's subsidiary in Hungary. Elcoteq SE's consolidated financial statements for 2010 have been prepared using IFRS recognition and measurement principles. The comparative figures given in the body text of this report are the figures for the corresponding period of the previous year, unless stated otherwise. Market Review According to the industry research company New Venture Research (NVR), the global electronics assembly market declined to slightly over 800 billion US dollars in 2009 but grew again in 2010 to more than 900 billion US dollars. In 2010 approximately 30% of the electronics assembly value was outsourced to electronic manufacturing service (EMS) providers and original design manufacturers (ODMs). Also, the AMS spending development is affected by overall electronics market value. According to the Company's own estimate, based on selected industry analyst reports on the total electronics market, overall AMS spending covering various services for original electronic manufacturers (OEMs) was sized at close to USD 200 billion in 2010. The estimated market size covers AMS spending through OEMs, either indirectly or directly. Other AMS spending, such as out-of-warranty, extended-warranty or end-of-life services, which are not managed by the OEMs, increase the size of the addressable market. The AMS market remains relatively immature, with the majority of AMS activities still conducted either in-house or by small local repair shops, thus bringing several growth opportunities for outsourcing. As a part of the re-financing preparations a very comprehensive analysis of Elcoteq's new strategy and business plan, competences, reputation and market positioning was conducted during June-October, 2010, by an independent and reputable London based management consultancy company. The analysis was relying on company data and management interviews backed up by market studies, reviews of competition, factory visits and numerous interviews of existing, former and potential customers as well as discussions with other industry related sources. The overall results were very positive and encouraging and clearly demonstrated that the company's competences and strategic direction are well aligned and the customers' only major concern with Elcoteq has been and still is the uncertainty related to the long-term financing of the business. Financial Year 2010 Elcoteq's 2010 net sales declined on the previous year and amounted to 1,069.9 million euros (1,503.2). Operating loss was -18.1 million euros (-76.5), representing -1.7% (-5.1%) of net sales. Profit before taxes was 43.7 million euros (-117.1) and net profit was 15.8 million euros (-109.0). Earnings per share (EPS) amounted to 0.45 euros (-3.22). Earnings include 11.1 million euros (37.0) restructuring expenses. Net sales grew in the AMS Business Segment and declined in the EMS Business Segment compared to the previous year. The decline in EMS net sales was mainly due to the volume decrease of one major customer and the sale of Elcoteq's Tallinn factory of which net sales still affected the year 2009 but not 2010. Various new customers were won during the year but a lack of financing capacity prevented the Company from absorbing all the business opportunities available in the market. On the other hand the AMS business does not require the same level of financing and grew according to expectations. Operating loss decreased significantly in 2010 from the previous year and the second half of the year was profitable. 2010 results were affected by non- recurring costs of 11.1 million euros (37.0) arising from restructuring actions implemented to mitigate the effects of lower net sales. The cost structure of the Company is now materially leaner than in previous years. In 2010 the Company focused on implementing its revised strategy and strengthening its balance sheet and long-term financing. The strategy has been well received by customers and the Company has been able to win new customers and strengthen its position among existing customers. The Company continued to adjust its operations to lower volumes, at the same time maintaining its excellent services and global network to serve customers close to their end markets. The efficiency-boosting actions continued in 2010 as in 2009: increasing capacity utilization, aligning the organization to support the adjusted strategy, and decreasing operational costs. The Company sold its' subsidiary in St. Petersburg, Russia and closed an office in Kista, Sweden. The Elcoteq group organization was also streamlined and simplified. The Group's net financial income amounted to 61.8 million euros (-40.5). Financial income was mainly attributable to one-time gains of approximately 79 million euros related to debenture repayment and hybrid securities transaction executed in January 2010. Fourth-quarter Net Sales and Earnings Fourth-quarter net sales in 2010 increased compared to the third quarter and amounted to 266.3 million euros (265.5 million euros in the fourth quarter of 2009 and 250.7 million euros in the third quarter of 2010). The level of net sales has stabilized towards the end of 2010, also indicating the positive change in the market environment. Operating income in the fourth quarter was 4.2 million euros (-23.4 million euros in the fourth quarter of 2009 and -2.5 in the third quarter of 2010). Operating income exclusive of restructuring expenses in the fourth quarter was 5.4 million euros (-2.1). Restructuring expenses in the fourth quarter of 2010 were related mainly to unused asset write-offs and personnel lay-offs in Brazil and to Group functions. Loss before taxes was -0.8 million euros (-36.4 million euros in 2009). Financing and Cash Flow At the end of December 2010, Elcoteq had cash totaling 90.9 million euros (84.9 million euros in the third quarter of 2010 and 87.9 million euros at the end of 2009). The Company has reduced the 100 million euro syndicated committed credit facility signed in April 2010 to 73.5 million euros. The credit facility was fully utilized. The credit facility matures on June 30, 2011. The Company continues negotiations for long term financing with various credit institutions and investors. At the end of December, the Group's interest-bearing net debt amounted to 12.6 million euros (187.5). The solvency ratio was 20.8% (6.3%) and gearing was 0.1 (5.8). The Group had 93.3 million euros in sold accounts receivable without recourse at the end of December 2010 (0.0 million euros at the end of 2009). Rolling 12-month return on capital employed (ROCE) was 30.4% (-18.9%). Cash flow after investing activities in 2010 was 39.3 million euros (52.9), with 9.4 million euros in the fourth quarter due to improved profitability and a decrease in working capital. Going Concern The current 73.5 million euro syndicated committed credit facility of the company matures on June 30, 2011. The negotiations for refinancing are on-going with the current bank syndicate, other financial institutions and equity investors. On March 24, 2011 the Company was informed that the Board of Directors of a Hungarian Bank has made a positive decision to grant via their subsidiary bank a 5 year export financing revolving credit facility to the Hungarian subsidiary of the Company. The formal decision will be taken and disclosed on or soon after March 30, 2011. The amount of the credit facility is 100 million euros and its utilization dependent on the export volumes of the company's subsidiary in Hungary. The Board of Directors expects that due to positive decision on the above credit facility the parallel negotiations of other financial agreements will continue consisting of new revolving credit facility and new equity or equivalent investment. These negotiations will be finalized by the end of June 2011.The main business risks which may impact adversely the financing negotiations relate to a sudden loss of a key customer or unforeseen large negative fluctuation in working capital affecting the size of needed financing. Even if the above negotiations have not yet been fully completed, agreements closed and long term financing is not fully in place on the publishing date of these consolidated financial statements, the Board of Directors have, after making proper enquiries and studies of the present situation and especially considering carefully the issues described above, concluded that they have a reasonable expectation that the Company has and will have all needed resources to continue its' operations and operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its consolidated financial statements. Capital Expenditures The Group's gross capital expenditures on fixed assets in 2010 amounted to 10.5 million euros (6.4), or 1.0% of net sales. Depreciation was 32.3 million euros (60.1), representing 3.0% of net sales. Investments were primarily made for assembly machinery and test equipment. In 2010, investment activity was reduced to a minimum in order to increase the capacity utilization of existing assets. In the fourth quarter, investments amounted to 2.3 million euros (1.8). No new operating lease contracts were made in 2010 (and in 2009). Personnel At the end of 2010, Elcoteq employed 7,899 (10,101) people: 106 (139) in Finland and 7,793 (9,963) elsewhere. The geographical distribution of the workforce was as follows: Europe 3,793 (3,940), Asia-Pacific 1,662 (2,664) and the Americas 2,444 (3,497). The average number of Elcoteq employees on the Company's direct payroll in 2010 was 7,850 (11,271). Wages, salaries and other personnel expenses in 2010 amounted to 106.4 million euros (126.3). Corporate Responsibility Elcoteq's corporate responsibility includes economic, social and environmental aspects. The Company's environmental management system corresponds with the requirements of the ISO 14001:2004 standard. All Elcoteq units operate under a multisite certificate for quality and environmental management. In 2010, Elcoteq continued group-level internal audits of environmental, social accountability as well as occupational health and safety standards. Further details on Elcoteq's corporate responsibility activities will be presented in the Corporate Responsibility Report, which will be published as part of the Annual Report 2010 during the week commencing April 11, 2011. Research and Development Elcoteq's research and development costs in 2010 totaled approximately 3.2 million euros (0.9), or 0.3 percent of net sales. The Company's R&D activities cover, among other things, equipment and process development for production and production testing needs as well as development related to the product platforms in focus segments. Strategic Business Segments In the new organization, Elcoteq's business is divided into two Business Segments - EMS (Electronics Manufacturing Services) and AMS (After Market Services). Elcoteq's Electronics Manufacturing Services (EMS) Business Segment provides its customers globally with engineering, configuring as well as demand and supply services. Elcoteq's After Market Services (AMS) Business Segment is providing its customers in the communications and consumer electronics industries with high volume depot repair, refurbishment, recycling, reverse logistics and related customer support services as well as with AMS-specific engineering, sourcing and salvaging solutions. This strategic change streamlines the organization by bringing manufacturing and related services under one segment. With consolidated manufacturing services Elcoteq is able to improve efficiency and the overall utilization of manufacturing facilities, thus giving customers cost benefits through efficiency and improved competencies. Further, by concentrating EMS and AMS services in their own segments Elcoteq is better able to serve customers' short- and long- term needs and further develop the Company's customer-oriented service offering. In the EMS segment, Elcoteq configures and supplies products for well known products' brands that are integrated into industrial or commercial systems or used daily at homes and by industrial companies in their everyday business. These products range from control and security, communication infrastructure and lighting solutions to special purpose mobile device and home entertainment systems. The EMS segment offers wide range of services from design and component sourcing to end customer delivery, including logistics and hub services. Different customers demand different services: Elcoteq offers customer-tailored services that aim for higher value-add content. Service providers, product design houses and brand owners typically require the full range of services as they do not have their own sourcing, manufacturing or logistics organizations. The world's largest OEMs on the other hand usually require more specific services as they need to complement their own capabilities with specific skills or capacity, or complement their own offering within a specific geographical area. The AMS Business Segment offers integrated global after market services solutions to its customers in communications and consumer electronics segments including OEMs, operators, retailers and insurance companies. For several years, leading brands and network operators have been relying on Elcoteq as a trusted AMS service provider with strong product knowledge. Consumer products providing the focus for the AMS Business Segment include smart phones, flat panel TVs, set-top boxes, gaming and personal navigation devices. Elcoteq's global service center network enables AMS support in all key markets, in Europe, Asia and Americas. The Company's entire high-volume depot repair capacity is located in countries that offer superior cost competitiveness - in Europe in Hungary and Estonia; in Asia in India and China and in Americas in Mexico. All the AMS services are supported by reliable and industrialized repair processes built on Elcoteq's long-term experience in electronics high volume repair, refurbishment and configuring of sophisticated electronics devices. As a response to increasing customer demand for further improvement in turn- around time (TAT) and customer service, Elcoteq is setting up Front-End Service Centers in selected logistics hubs located in Europe and the US. These Front-End Service Centers can either be operated by Elcoteq or by selected service partners and provide customers with reverse logistics and quick turn-around repair services. For more complex repairs the defect products are shipped to Elcoteq's regionally centralized Depot Repair Sites, which carry out more detailed troubleshooting and high-volume repair in low cost environment. In 2010, Elcoteq's largest customers (in alphabetical order) were EADS, Funai, Huawei, Humax, Inmarsat, Nokia, Philips, RIM, Sharp, Sony Ericsson and Technicolor. EMS Business Segment Net sales of the EMS segment started to pick-up and stabilize at the current level during 2010. Although total annual net sales of the EMS segment declined, the EMS segment showed more stable sales and improved profitability. Net sales of the Electronics Manufacturing Services (EMS) Business Segment in 2010 were 962.9 million euros (1,413.1), contributing 90% of the Group's net sales. The segment's operating result was at -5.5 million euros (-60.2), and at 5.2 million euros, excluding restructuring costs (-24.0). Fourth quarter net sales in 2010 amounted to 240.8 million euros (240.0). The segment's operating profit in the fourth quarter amounted to 5.5 million euros (-18.5 in the fourth quarter of 2009). Excluding restructuring costs the operating profit was 6.5 million euros (2.8). EMS profitability improved quarter by quarter during 2010 reaching positive results in Q4 2010. This positive development was driven by successful implementation of cost-reduction projects during the year and achievements in the customer-portfolio improvement. Various new customers were won during 2010, thanks to the segments competitive service offering and proven track record in the industry. AMS Business Segment Net sales of the After Market Services (AMS) Business Segment in 2010 were 107.0 million euros (90.1), contributing 10% of the Group's net sales. The segment's operating profit was 12.5 million euros (11.4), and the segment did not have any restructuring costs in 2010 or 2009. Fourth quarter net sales in 2010 amounted to 25.5 million euros (25.5 in the fourth quarter of 2009). The segment's operating profit amounted to 2.9 million euros (4.5). Forming the new AMS Business Segment effective as of October 2010 has resulted in a more focused management and development of Elcoteq's after market services business. Proactive development of Elcoteq's AMS offering is enabling us to serve our customers' evolving needs with competitive global AMS solutions. Geographical Areas Elcoteq has three geographical areas: Europe, Asia-Pacific and the Americas. Elcoteq's net sales in 2010 were derived from these areas as follows: Europe 66% (47%), Asia-Pacific 10% (14%) and the Americas 24% (38%). Decisions of the Annual General Meeting Elcoteq SE's Annual General Meeting took place on April 28, 2010, in Luxembourg. The Meeting approved the consolidated and parent company's financial statements for the financial year 2009 and discharged the members of the Board of Directors and the statutory auditor from liability for the financial year. The Meeting approved the Board's proposal that no dividend would be distributed for the financial year January 1 - December 31, 2009. The Meeting re-elected the following persons to the Board of Directors: President Martti Ahtisaari; Mr. Heikki Horstia, BSc (Econ.); Mr. Eero Kasanen, Executive Dean, Aalto University School of Economics; Mr. François Pauly, and Mr. Jorma Vanhanen, founder-shareholder of Elcoteq SE. Mr. Pauli Aalto-Setälä, Managing Director of Aller Media Oy, and Dr. Sándor Csányi, Chairman and CEO of OTP Bank, were elected as new members to the Board of Directors. The Meeting approved the Nomination Committee's proposal to pay to each member of the Board of Directors an annual fee of 60,000 euros, of which 60% would be paid in money and 40% in Elcoteq shares, the necessary shares to be acquired during May 20 - June 3, 2010. The shares would not be transferred before the next Annual General Meeting, unless the person's membership in the Board of Directors ended prior to that. The Meeting also decided that the Chairman of the Board of Directors would be paid a fee of 45,000 euros per month and the Deputy Chairman of the Board of Directors a fee of 10,000 euros per month. The Meeting approved the proposal of the Audit Committee of the Board of Directors to appoint the firm of authorized public accountants KPMG Audit S.à.r.l under the supervision of Mr. Philippe Meyer as the Company's auditors for the financial year ending December 31, 2010, the auditors fee to be paid as per the appropriate invoice. Decisions of the Extraordinary General Meeting The Extraordinary General Meetings were convened to decide on actions and authorizations supporting the execution of balance sheet restructuring and the equity project. The First EGM on October 12, 2010 validly deliberated and resolved that both Mr. Hannu Krogerus and Mr. Paul Paukku are nominated to the Board of Directors of Elcoteq SE. Hence, as of October 12, 2010, Elcoteq SE`s Board of Directors consist of eight (8) persons and the composition is as follows: Mr. Pauli Aalto- Setälä, President Martti Ahtisaari, Mr. Heikki Horstia, Mr. Eero Kasanen, Mr. Hannu Krogerus, Mr. Paul Paukku, Mr. François Pauly and Mr. Jorma Vanhanen. Dr. Sándor Csányi resigned from the Board of Directors of Elcoteq SE in June 2010. The First EGM did not reach the quorum requirement for deciding on the actions and authorizations supporting the execution of balance sheet restructuring and the equity project, hence the shareholders were invited to attend a second EGM of shareholders of the Company scheduled to take place on 11 November, 2010. The Extraordinary General Meeting (EGM) of the shareholders of Elcoteq SE was held on November 11, 2010 in Luxembourg. Among other items on the agenda, were, Board of Directors proposals for increasing the authorized share capital. The EGM decisions were as follows: To increase the maximum limit of the authorized share capital of the Company, which includes the issued share capital, from its current amount of forty million euros (EUR 40,000,000) up to ninety-five million euros (EUR 95,000,000) and accordingly to amend the current article 21 of the Articles of Association of the Company; To authorize the Board of Directors to issue new shares and convertible debt instruments within the authorized share capital of the Company without reserving the existing shareholders a preferential subscription right, up to an amount of forty million euros (EUR 40,000,000) of the authorized share capital corresponding to a maximum of 100,000,000 new A-shares. This authorization is divided as follows: up to twenty-eight million euros (EUR 28,000,000) for an authorization period of one year, starting on the day of the EGM, and the remaining twelve million euros (EUR 12,000,000) for an authorization period of five years, starting on the day of the EGM; To authorize the Board of Directors to issue new shares and convertible debt instruments within the remainder of the authorized share capital of forty-one million eight hundred twenty-four thousand three hundred twenty-six euros (EUR 41,824,326) for an authorization period of five years respecting the existing shareholders' preferential subscription right, corresponding to a maximum of 104,560,815 new A shares, and to amend the current article 22 of the Articles of Association accordingly; To delete from the Company's Articles of Association all references to previous K shares; To change the administrative language of the Company from German into French and to amend the current article 44 of the Articles of Association accordingly; and To restate the Company's Articles of Association in order to reflect the changes voted upon at the EGM of the shareholders of the Company. The restatement implies a renumbering of the Company's Articles of Association. Balance Sheet Strengthening On January 27, 2010 Elcoteq announced its decision to issue hybrid securities with a nominal value of 29 million euros in a private placement. The proceeds from the hybrid securities issue were used directly to redeem the 105 million euros nominal amount of Elcoteq's existing outstanding debenture bonds at a price of 25% of the nominal value. On May 11, 2010 the Company completed an offer made on April 16, 2010 to the holders of its then remaining outstanding debentures to exchange their debenture bonds for a combination of hybrid bonds and Warrants. As a result, the holders of debentures valued at approximately 21.5 million euros tendered their debentures and Elcoteq issued hybrid bonds in corresponding value and 4,350,138 Warrants. Each Warrant entitles its holder to subscribe for one new A Share in Elcoteq. As a result of the above transactions, reversing the related deferred tax assets and recognizing the hybrid securities as equity in Elcoteq's balance sheet, the Company's equity increased by approximately 108.4 million euros. On April 30, 2010 the Company entered into loan documentation with its senior lenders with respect to a new revolving credit facility ("RCF") in the amount of 100 euros million on the basis of a committed term sheet on March, 2010. Pursuant to the loan documentation, the RCF, which will mature on 30 June 2011, shall be reduced to 67 million euros by March 31, 2011. Due to the Company's financial situation and the current market conditions, the total cost of financing under the RCF is substantial. The Company sold all the shares in ZAO Elcoteq, its Russian subsidiary with operations in St Petersburg, including its premises and employees but excluding any customer contracts, to Optogan CJSC on May 19, 2010. The sales proceeds of 16.5 million euros were used to repay part of the RCF. The Company has further repaid the RCF in an amount of 10 million euros. On December 3, 2010, Elcoteq decided to apply for the listing of the 4,350,138 warrants issued by the Company on May 11, 2010 in connection with the Exchange Offer made earlier in spring 2010 in order for the warrants to be traded on NASDAQ OMX Helsinki Ltd. Trading of the warrants commenced on December 7, 2010. Negotiations on the comprehensive and long-term refinancing of the company continued at the end of 2010. Due to the status and structure of the refinancing negotiations it was inadvisable to arrange a separate share issue in the middle of the process. A directed share or a rights issue or any combination of these two was therefore postponed in 2010 and is being planned for 2011 as a part of the new financing structure. Restructuring Plan Elcoteq has continued the Restructuring Plan originally launched in January 2009 to adapt to the radical changes in the market situation and in order to execute further cost-saving potential. In 2010 Elcoteq sold its' subsidiary in St. Petersburg, Russia and closed an office in Kista, Sweden. The Elcoteq group organization was also streamlined and simplified to improve cost efficiency. As a result of this organizational change, the Company conducted personnel reductions in Group supporting functions. Cost-saving measures have continued at most of the factories as well. Shares and Shareholders At the end of 2010, Elcoteq's share capital altogether consisted of 32,939,185 A shares. The par value of each Series A share is 0.40 euros. The Company's registered share capital on December 31, 2010 totaled 13,175,674 euros. In 2010, a total of 105,770,000 Elcoteq SE Series K shares were converted into Series A shares at the ratio of ten Series K shares to one Series A share, i.e. the total number of Series A shares is now 32,939,185. The conversion was registered in the Luxembourg Trade Register on July 29, 2010. Trading in the new Series A shares commenced on August 2, 2010. All of the shares carry one vote at general shareholders' meetings. Elcoteq shares confer financial rights in proportion to their par value. Elcoteq had 10,065 registered shareholders at the end of 2010. There were a total of 3,778,192 nominee-registered or foreign-registered A shares, representing some 11.47 percent of the total number of shares and 11.47 percent of the votes outstanding. Incentive Schemes Share Subscription Plan 2009 The Company had an incentive plan based on the results for 2009 for the motivation and commitment of the Company's key personnel by means of a share subscription plan. The targets for 2009 were not met and thus no shares were issued during 2010. Changes in Elcoteq's Management As of December 31, 2010 the Elcoteq Management Team consists of the following persons: Mr. Jouni Hartikainen, President and CEO Mr. Sándor Hajnal, Senior Vice President, Human Resources Mr. Vesa Keränen, Senior Vice President, After Market Services Mr. Tommi Pettersson, Senior Vice President, Electronics Manufacturing Services Mr. Tomi Saario, Senior Vice President, New Sales and Business Development Mr. Markus Skrabb, Senior Vice President, Legal Affairs (as of February 1, 2011) Mr. Roger Taylor, Senior Vice President, Group Operations and Sourcing Mr. Olli-Pekka Vanhanen, Vice President, Business Control and Accounting (as of January 1, 2011) Events After the Financial Year On March 2, 2011 Elcoteq SE, through its U.S. subsidiary, acquired 100 % of the shares of BroadTech Inc, a company based in Lewisville, Texas providing After Market Services (AMS). BroadTech is offering reverse logistics, repair, refurbishment and related information management services to the wireless and consumer electronics industries. The acquisition of BroadTech further strengthens Elcoteq's AMS offering in the U.S. and will serve as a global platform in developing Elcoteq's reverse logistics and quick turn-around repair services. On March 24, 2011 the Company was informed that the Board of Directors of a Hungarian Bank has made a positive decision to grant via their subsidiary bank a 5 year export financing revolving credit facility to the Hungarian subsidiary of the Company. The formal decision will be taken and disclosed on or soon after March 30, 2011. The amount of the credit facility is 100 million euros and its utilization dependent on the export volumes of the company's subsidiary in Hungary. Short-Term Risks and Uncertainty Factors The Company operates in a working-capital-intensive business environment where access to and availability of sufficient financing represents a risk factor. The Board of Directors has assessed the Company's financing requirements against the business plan. The Company's ability to implement its business plan is highly dependent on the availability of debt financing, better control of working capital and cash pooling as well as the ability to stabilize the financing structure, including the strengthening of shareholders' equity under volatile market conditions. The Company bases component purchases and resource commitments on customers' forecasts. Sudden changes in customers' demand may cause the company to have excess inventories which are under customers' liability but which the Company may have to finance for a certain period of time. The Company makes a significant part of its purchases and sales in currencies other than the euro and currency fluctuations may result in deviations from business plans. The ability to provide the right service offering to customers is a key element in keeping existing customers and winning new customers. Under the changing market conditions the failure to identify and respond to the customer requirements may prevent the Company from achieving the strategic objectives and the above operative targets. The Company's key short-term operative challenges are to increase sales, proactively manage fixed costs according to sales fluctuations and significantly improve profitability. Further the Company's ability to arrange adequate long- term financing is a short-term risk. The natural disaster in Japan affects on the Company's component supplies and therefore causes volume and profitability risk in short and medium term. Market Outlook The electronics industry market will grow over the next few years. Overall, the EMS market is driven by growth in end-user demand and the companies' outsourcing rates. EMS market is highly competitive where market shares are divided among both large EMS providers and small and medium-sized service providers. The combination of technical knowledge and customer-oriented service offering has become an important factor for many customers in choosing the best-fit EMS partner. The AMS market is expected to grow in the future reflecting the growth of the electronics market. Increasing failure rates in electronics, caused by higher product complexity, price pressures and shortening life cycles across the electronics industry, are key drivers for AMS market growth. In addition, network operators and carriers, emphasize repair services and fast turn-around- time in order to retain customer satisfaction and maximize their own revenues. The AMS market remains relatively immature, with the majority of AMS activities still conducted either in-house or by small local repair shops, thus bringing several growth opportunities for outsourcing. Outlook 2011 Elcoteq's net sales are estimated to stay at the same level as in 2010. The operating income is expected to be positive for the whole year although the first quarter result will be clearly negative due to lower volumes. Board's Dividend Proposal The Board of Directors proposes to the Annual General Meeting to be held on April 28, 2011, that no dividend would be paid for the financial year 2010. Annual General Meeting 2011 Elcoteq's Annual General Meeting will be held in Luxembourg on April 28, 2011. A separate Shareholder Information Meeting will be held in Helsinki before the Annual General Meeting, on April 20, 2011. March 28, 2011 Board of Directors Further information: Jouni Hartikainen, President and CEO, +358 10 413 11 Olli-Pekka Vanhanen, Vice President, Business Control and Accounting, + 358 10 413 11 Press Conference and Webcast Elcoteq will hold a combined press conference, conference call and webcast in English at 2.00 pm (EET) on Tuesday, March 29, in the Tapiola room at Scandic Hotel Simonkenttä (address: Simonkatu 9, Helsinki, Finland). To participate via a conference call, please dial in 5-10 minutes before the beginning of the event: +44 203 043 24 36 (Europe), +1 866 458 40 87 (USA) or + 358 9 23 101 527 (FI). The password is Elcoteq. The press conference can also be followed as a live webcast or later as a recording via Elcoteq's website www.elcoteq.com. The presentation material used at the press conference (pdf file) will be available on the Company's website www.elcoteq.com on March 29, 2011. Elcoteq will publish its Interim Report for January-March 2011 at 9.00 am (EET) on Wednesday, May 4, 2011. Enclosures: 1 Consolidated statement of comprehensive income 2 Consolidated Balance Sheet 3 Consolidated Cash Flow Statement 4 Consolidated statement of changes in equity 5 Segment reporting 6 Personnel 7 Definition of key indicators 8 Key indicators 9 Restructuring expenses 10 The Hybrid Bonds and warrants 11 Assets pledged and contingent liabilities 12 Quarterly figures Standards and Interpretations Applied as from January 1, 2010 The Group adopted the following standards and interpretations on January 1, 2010: -Revised IFRS 3 Business combinations. The revised standard maintains the requirement to apply the acquisition method to business combinations but with some significant changes, such as expensing of transaction costs. In addition, all payments to purchase a business are to be recorded at fair value at the acquisition date, with some contingent payments subsequently remeasured at fair value through profit or loss. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. The revised standard has not had any impact on the financial position or performance of the Group. -Revised IAS 27 Consolidated and Separate Financial Statements requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognized in the profit or loss. The revised standard has not had any material impact on the Group. Other new interpretations or amendments to standards effective as of January 1, 2010 have not been relevant to the Group. - Amendment to IAS 39 Financial instruments: Recognition and measurement - Designation of items as hedged items - IFRIC 16 Hedges of net investment in a foreign operation - IFRIC 17 Distributions of non-cash assets to owners - IFRIC 18 Transfers of assets from customers - Amendment to IFRS 2 Share-based payment - Intra-group cash-settled, share- based payment transaction Appendix 1 Consolidated statement of comprehensive income Jan. 1 - Jan. 1 - Dec. 31, Dec. 31, EUR 1,000 2010 2009 -------------------------------------------------------------------------------- NET SALES 1,069,887 1,503,205 Change in work in progress and finished goods -202 -44,420 Other operating income 19,631 13,337 Production materials and services -885,658 -1,225,529 Personnel expenses -106,387 -126,328 Depreciation and amortization -32,262 -60,143 Restructuring expenses -11,071 -37,049 Other operating expenses -72,077 -99,620 -------------------------------------------------------------------------------- OPERATING LOSS -18,139 -76,545 Financial income, total 95,645 3,322 Financial expenses, total -33,831 -43,813 Share of the profit/losses of associated companies (net of income tax) 27 -68 -------------------------------------------------------------------------------- PROFIT/LOSS BEFORE TAXES 43,702 -117,105 Income taxes -27,877 8,139 -------------------------------------------------------------------------------- NET PROFIT/LOSS 15,825 -108,966 Other comprehensive income Effective portion of changes in fair value of cash flow hedges 286 3,465 Net gain/loss on hedges of net investments in foreign operations -591 2,988 Foreign currency translation differences for foreign operations 572 1,149 Income tax relating to components of other comprehensive income -30 -405 -------------------------------------------------------------------------------- Other comprehensive income for the period, net of tax 237 7,197 TOTAL COMPREHENSIVE INCOME/LOSS FOR THE YEAR 16,062 -101,769 PROFIT/LOSS FOR THE YEAR ATTRIBUTABLE TO: Owners of the parent company * 14,755 -105,045 Non-controlling interests - Hybrid capital investors 3,319 - Non-controlling interests - others -2,250 -3,920 -------------------------------------------------------------------------------- 15,825 -108,966 TOTAL COMPREHENSIVE INCOME/LOSS ATTRIBUTABLE TO: Owners of the parent company 14,129 -98,434 Non-controlling interests - Hybrid capital investors 3,319 - Non-controlling interests - others -1,387 -3,335 -------------------------------------------------------------------------------- 16,062 -101,769 Earnings per share calculated on profit/loss attributable to owners of the parent company Basic earnings per share (EUR) 0.45 -3.22 Diluted earnings per share (EUR) 0.42 - * Net profit/loss reported by the company. Appendix 2 Consolidated Balance Sheet EUR 1,000 Dec. 31, 2010 Dec. 31, 2009 ---------------------------------------------------------------------------- ASSETS Non-current assets Intangible assets Goodwill 21,510 21,510 Other intangible assets 5,074 3,882 ---------------------------------------------------------------------------- 26,584 25,392 Property, plant and equipment Land 772 772 Buildings 29,814 33,063 Machinery and equipment 28,820 45,744 Advance payments and construction in progress 1,415 1,375 ---------------------------------------------------------------------------- 60,821 80,954 Investments Investments in associated companies 81 77 Available-for-sale financial assets 485 511 ---------------------------------------------------------------------------- 566 588 Non-current receivables Loans receivable - 0 Receivables from associated companies 87 87 Deferred tax assets 15,499 41,906 ---------------------------------------------------------------------------- Non-current assets, total 103,557 148,928 ---------------------------------------------------------------------------- Current assets Inventories Raw materials 86,649 64,675 Work in progress 1,128 693 Finished goods 4,072 4,062 ---------------------------------------------------------------------------- 91,849 69,431 Current receivables Accounts receivable 166,104 155,280 Other receivables 14,980 24,773 Prepaid expenses and accruals 7,034 9,864 Current tax assets 873 3 ---------------------------------------------------------------------------- 188,991 189,919 Cash and cash equivalents 90,923 87,941 Assets classified as held for sale - 19,049 Current assets, total 371,762 366,340 ---------------------------------------------------------------------------- ASSETS, TOTAL 475,319 515,268 EUR 1,000 Dec. 31, 2010 Dec. 31, 2009 ---------------------------------------------------------------------------- EQUITY AND LIABILITIES Equity attributable to owners of the parent company Share capital 13,176 13,176 Additional paid-in capital 231,754 225,011 Other reserves 8,548 8,224 Translation differences 5,897 6,779 Retained earnings -213,663 -228,418 ---------------------------------------------------------------------------- Equity attributable to owners of the parent company, total 45,712 24,772 Non-controlling interests - Hybrid capital investors 46,733 - Non-controlling interests - others 6,445 7,832 Total equity 98,890 32,603 Liabilities Non-current liabilities Subordinated notes - 89,869 Medium-term notes 19,992 19,986 Other debt 259 197 Deferred tax liability 1,516 2,496 ---------------------------------------------------------------------------- Non-current liabilities, total 21,766 112,548 Current liabilities Loans from financial institutions 75,219 115,429 Subordinated notes 8,067 49,925 Advances received 155 174 Accounts payable 223,930 165,207 Other current liabilities 19,078 8,063 Accrued expenses 25,667 26,454 Current tax liabilities 780 151 Provisions 1,767 4,713 ---------------------------------------------------------------------------- Current liabilities, total 354,663 370,117 Liabilities, total 376,429 482,664 ---------------------------------------------------------------------------- EQUITY AND LIABILITIES, TOTAL 475,319 515,268 Appendix 3 Consolidated Cash Flow Statement Jan. 1 - Jan. 1 - Dec. 31, EUR 1,000 2010 Dec. 31, 2009 -------------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES Net profit/loss 15,825 -108,966 Adjustments: Depreciation and amortization 32,262 60,143 Net finance costs -61,814 40,492 Gain on sale of property, plant and equipment -3,341 -3,499 Unrealized foreign exchange gains and losses on operating activities 4,526 1,033 Goverment grants -488 -1,175 Impairment losses and reversal of impairment losses on assets 7,913 13,417 Income taxes 27,877 -8,139 Other adjustments 8,893 20,684 -------------------------------------------------------------------------------- Cash flow before change in working capital 31,653 13,989 Change in working capital : Change in non-interest bearing current receivables -11,557 136,328 Change in inventories -20,135 184,431 Change in non-interest bearing current liabilities 55,560 -270,219 -------------------------------------------------------------------------------- Cash flow from operating activities before financial items and taxes 55,521 64,528 Interest paid -25,786 -23,819 Interest received 704 707 Income taxes paid -1,547 -1,060 -------------------------------------------------------------------------------- Net cash from operating activities 28,893 40,356 CASH FLOW FROM INVESTING ACTIVITIES** Purchases of property, plant and equipment and intangible assets -13,612 -4,357 Proceeds from sale of property, plant and equipment and intangible assets 7,683 16,644 Acquisitions of subsidiaries, net of cash acquired - 253 Disposal of subsidiaries, net of cash disposed of 16,327 - -------------------------------------------------------------------------------- Net cash from investing activities 10,400 12,541 CASH FLOW FROM FINANCING ACTIVITIES Proceeds from hybrid capital loan 28,650 - Proceeds from the revolving credit facility - 100,000 Loan transaction costs - -3,000 Proceeds from current debt 5,075 - Repayment of current debt (incl. loans from the revolving credit facility) -56,141 -153,137 Repayment of non-current debt -19,956 - Dividends paid 0 -2,442 -------------------------------------------------------------------------------- Net cash used in financing activities -42,372 -58,580 NET DECREASE IN CASH AND CASH EQUIVALENTS -3,079 -5,683 Cash and cash equivalents at January 1 87,941 95,099 Effect of exchange rate changes on cash held 6,061 -1,475 -------------------------------------------------------------------------------- Cash and cash equivalents at December 31* 90,923 87,941 * Part of the cash and cash equivalents is not available for use by the group. See note 22 ** Financing activities include non-monetary transactions that are excluded from the cash flow statement. See note 11. Appendix 4 (a) Consolidated statement of changes in equity 2010 Attributable to equity holders of the parent Additional Reserve Share paid-in Other Hedging Translation for own EUR 1,000 capital capital reserves reserve reserve shares ----------------------------------------------------------------------- BALANCE AT JAN. 1 2010 13176 225011 8369 -78 6779 -67 Total comprehensive income 256 -882 ----------------------------------------------------------------------- Total comprehensive income 256 -882 ----------------------------------------------------------------------- Transactions with owners Hybrid capital loans granted Option rights issued 6743 Granted own shares 67 ----------------------------------------------------------------------- Transactions with owners 6743 67 ----------------------------------------------------------------------- BALANCE AT DEC. 31, 2010 13176 231754 8369 179 5897 0 ----------------------------------------------------------------------- 2009 Additional Reserve Share paid-in Other Hedging Translation for own EUR 1,000 capital capital reserves reserve reserve shares ----------------------------------------------------------------------- BALANCE AT JAN. 1, 2009 13041 225011 8369 -3139 3227 -68 Total comprehensive income 3060 3552 ----------------------------------------------------------------------- Total comprehensive income 3060 3552 ----------------------------------------------------------------------- Transactions with owners Share issue 135 1 Share-based payments Dividends ----------------------------------------------------------------------- Transactions with owners 135 1 ----------------------------------------------------------------------- Divestment of non-controlling interest BALANCE AT DEC. 31, 2009 13176 225011 8369 -78 6779 -67 ----------------------------------------------------------------------- Appendix 4 (b) Consolidated statement of changes in equity 2010 Attributable to equity holders of the parent Non- controlling interests - Non- Hybrid controlling Retained capital interests - Total EUR 1,000 earnings Total investors others equity --------------------------------------------------------------------------- BALANCE AT JAN. 1 2010 -228418 24772 0 7832 32603 Total comprehensive income 14755 14129 3319 -1387 16061 --------------------------------------------------------------------------- 14755 14129 3319 -1387 16061 --------------------------------------------------------------------------- Transactions with owners Hybrid capital loans granted 0 43414 43414 Option rights issued 6743 6743 Granted own shares 67 67 --------------------------------------------------------------------------- 6810 43414 50224 --------------------------------------------------------------------------- BALANCE AT DEC. 31, 2010 -213663 45712 46733 6445 98890 --------------------------------------------------------------------------- 2009 Non- controlling interests - Non- Hybrid controlling Retained capital interests - Total EUR 1,000 earnings Total investors others equity --------------------------------------------------------------------------- BALANCE AT JAN. 1, 2009 -123958 122484 - 12728 135212 Total comprehensive income -105045 -98433 -3335 -101768 --------------------------------------------------------------------------- Total comprehensive income -105045 -98433 - -3335 -101768 --------------------------------------------------------------------------- Transactions with owners Share issue -135 1 1 Share-based payments 720 720 720 Dividends -2442 -2442 --------------------------------------------------------------------------- Transactions with owners 585 721 - -2442 -1721 --------------------------------------------------------------------------- Divestment of non-controlling interest 880 880 BALANCE AT DEC. 31, 2009 -228418 24772 - 7832 32603 --------------------------------------------------------------------------- Other reserves comprise of the parts of equity that are required to be transferred into restricted capital according to local legislation of the Group companies. Hedging reserve is the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. Translation reserve includes the foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translations of liabilities that hedge the company's net investment in a foreign subsidiary. Reserve for own shares, the reserve for the company's own shares comprises the cost of the parent company's shares held by the Group. At December 31, 2010 the Group did not hold any shares of the parent company (2009: 9,501 shares). Appendix 5 Segment reporting There are two reportable operating segments in Elcoteq, which are as follows: * The EMS (Electronics Manufacturing Services) Business Segment concentrates on serving its customers in Engineering, Manufacturing and Demand&Supply services globally. * The AMS (After Market Services) Business Segment concentrates on providing its customers with reverse logistics, configuration, repair, refurbishment and other after market services. For management purposes, Elcoteq is organized into two operating segments based on their products and services. Performance for both Business units are assessed based on segments' profit or loss and how the customer relationships and service offerings are taken care of. Various Group level functions including New Sales and Group Operations support Business Segments. The presented segment information is based on the information provided to the Group's management. Restatement Elcoteq launched a new organization structure effective as of October 1, 2010. Prior to the change, there were two Strategic Business Units: Consumer Electronics and Systems Solutions. Elcoteq has restated the corresponding information for earlier periods. Accounting Principles There are no inter-segment sales between the segments. The accounting policies for segment reporting do not differ from the Group's accounting policies. Segments' financial income and financial expenses are reported as net financial charges. Profit for each operating segment does not include income taxes. The segments' assets comprise property, plant and equipment and intangible assets, investments in associated companies, inventories, accounts receivable and allocatable prepaid expenses and accruals. The segments' liabilities include accounts payable and accrued expenses allocated to them. Non-Allocated Items The expenses of the Group office such as general and administrative expenses, head office expenses, and other expenses that are incurred at the group level and relate to the group as a whole, are not considered to be segment expenses. Segment assets do not include cash and cash equivalents, and prepaid expenses and accruals not allocated to the segments as these assets are managed on a group basis. Segment liabilities do not include interest-bearing liabilities, which are managed by the treasury function. In addition deferred tax liabilities and accrued expenses are not allocated to the segments as these liabilities are managed on a group basis. Investments in associated companies that cannot be allocated to the segments are entered under non-allocated assets. Information about reportable segments BUSINESS SEGMENTS IN 2010, MEUR AMS EMS Total -------------------------------------------------------------- -------- Net sales 107.0 962.9 1,069.9 Depreciation and amortization -2.3 -28.8 -31.1 Operating profit/loss 12.5 -5.5 7.0 Restructuring expenses* - -10.7 -10.7 Financial charges -1.4 -25.3 -26.7 Profit / loss before taxes 11.1 -30.8 -19.7 Other material non-cash items: Impairment losses on tangible assets - -11.4 -11.4 Reversal of impairment losses on tangible assets - 3.5 3.5 Assets** 27.5 325.9 353.4 Investments in associated companies*** - 0.1 0.1 Capital expenditures 0.2 9.1 9.3 Liabilities 8.6 234.2 242.8 Sold accounts receivable**** - 93.3 93.3 *) A total of 8.6 million euros in restructuring expenses with no cash flow effect have been recognized, of which 8.5 million euros are included in the restructuring expenses of EMS, and 0.1 million euros in the restructuring expenses of the Group's non-allocated costs. **) There are no assets classified as held for sale as of December 31, 2010. ***) Included also in the segment's assets. ****) Not included in the segment's assets. BUSINESS SEGMENTS IN 2009, MEUR AMS EMS Total ----------------------------------------------------------------------- Net sales 90.1 1,413.1 1,503.2 Depreciation and amortization -1.6 -56.6 -58.2 Operating profit/loss 11.4 -60.2 -48.8 Restructuring expenses* - -36.2 -36.2 Financial charges -1.1 -29.1 -30.2 Share of associated companies' results - -0.1 -0.1 Profit / loss before taxes 10.4 -89.4 -79.0 Other material non-cash items: Impairment losses on intangible assets - 0.0 0.0 Impairment losses on tangible assets - -23.6 -23.6 Impairment losses on investments in associated companies - -1.4 -1.4 Assets** 15.3 351.7 367.0 Investments in associated companies*** - 0.1 0.1 Capital expenditures 0.2 5.3 5.5 Liabilities 6.7 174.9 181.6 *) A total of 28.0 million euros in restructuring expenses with no cash flow effect have been recognized, of which 27.9 million euros are included in the restructuring expenses of EMS, and 0.1 million euros in the restructuring expenses of the Group's non-allocated costs. **) The assets of the segments include a total of 19.0 million euros in available-for-sale assets, which are allocated to the EMS Business Segment. ***) Included also in the segment's assets. Reconciliation of reportable segment operating profit/loss, profit/loss before taxes, assets and liabilities, and other material items MEUR 2010 2009 Profit / loss Total operating profit / loss for reportable segments 7.0 -48.8 Unallocated corporate expenses -25.1 -27.7 ------------- Consolidated operating loss -18.1 -76.5 Total share of associated companies' results for reportable segments - -0.1 Total Financial charges for reportable segments -26.7 -30.2 Unallocated Financial charges 88.5 -10.3 ------------- Consolidated profit / loss before taxes 43.7 -117.1 ------------- Assets Total assets for reportable segments 353.4 367.0 Cash and cash equivalents 90.9 87.9 Deferred tax assets 15.5 41.9 Other unallocated assets 15.5 18.5 ------------- Consolidated total assets 475.3 515.3 ------------- Liabilities Total liabilities for reportable segments 242.8 181.6 Interest-bearing liabilities 103.5 275.4 Other unallocated liabilities 30.1 25.7 ------------- Consolidated total liabilities 376.4 482.7 ------------- Other material items Total restructuring expenses for reportable segments -10.7 -36.2 Unallocated amounts -0.4 -0.8 ------------- Consolidated total restructuring expenses -11.1 -37.0 ------------- Total financial charges for reportable segments -26.7 -30.2 Gain from debenture repayment and the classification of the hybrid capital 79.1 - Other unallocated amounts 9.4 -10.3 ------------- Consolidated total financial charges 61.8 -40.5 ------------- Total capital expenditure for reportable segments 9.3 5.5 Unallocated amounts 1.2 0.9 ------------- Consolidated total capital expenditure 10.5 6.4 ------------- Total depreciation for reportable segments -31.1 -58.2 Unallocated amounts -1.2 -1.9 ------------- Consolidated total depreciation -32.3 -60.1 ------------- Geographical Areas AMS and EMS are managed on a worldwide basis. Elcoteq's service network covers countries in Europe, Asia-Pacific and Americas. It includes high-volume manufacturing plants, units specializing in smaller series, as well as product development units and new product introduction (NPI) centers. All of the company's high-volume plants are located close to the main end-markets of customers' products and in cost-competitive countries: in Hungary, Estonia, China, Mexico, India and Brazil. In presenting information on the basis of geographical segments, segment revenue and assets are based on the geographical location of the manufacturing unit. Net sales by countries are presented according to geographical location of the manufacturing unit under "Breakdown of net sales by country". Group has no non-current assets in its country of domicile in Luxembourg. GEOGRAPHICAL AREAS IN 2010, MEUR Europe Asia-Pacific Americas Other Region Total -------------------------------------------------------------------------------- Net sales 710.9 105.2 253.8 - 1,069.9 Non-current assets 48.3 27.1 12.4 0.3 88.1 GEOGRAPHICAL AREAS IN 2009, MEUR Europe Asia-Pacific Americas Other Region Total -------------------------------------------------------------------------------- Net sales 710.4 217.7 575.1 - 1,503.2 Non-current assets 51.3 31.3 15.7 8.7 107.0 Major customers During fiscal year 2010, revenue from two customers of both segments, and one customer of EMS segment represents approximately 32%, 13%, and 27%, respectively, of the Group's total revenue. During fiscal year 2009, revenue from three customers of both segments represents approximately 45%, 18% and 18% of the Group's total revenue. BREAKDOWN OF NET SALES BY COUNTRY MEUR 2010 2009 ----------------------------------------------- Hungary 676.7 578.7 Mexico 158.8 521.5 China 96.1 125.3 Brazil 94.9 50.7 Estonia 33.4 129.4 India 9.0 92.5 Luxemburg (country of domicile) 0.0 0.0 Other countries 1.0 5.1 ----------------------------------------------- 1,069.9 1,503.2 BREAKDOWN OF NON-CURRENT ASSETS BY COUNTRY MEUR 2010 2009 ----------------------------------------------- Hungary 44.3 48.5 China 26.2 30.9 Brazil 7.1 7.8 Mexico 5.2 7.8 Other countries 5.3 12.1 ----------------------------------------------- 88.1 107.0 Appendix 6 PERSONNEL The Group had on average 7,783 (11,271) employees during the year, distributed geographically as follows. At Dec. 31 At Jan. 1 Change Average ------------------------------------------------ Brazil 623 861 -238 866 China 1,100 2,046 -946 1,828 Estonia 285 165 120 212 Finland 107 139 -32 128 Germany 3 4 -1 4 Hong Kong 24 30 -6 25 Hungary 2,159 2,056 103 2,015 India 535 583 -48 523 Japan 2 4 -2 3 Luxembourg 1 5 -4 4 Mexico 1,793 2,529 -736 2,131 Romania 0 0 0 0 Russia 0 20 -20 8 Sweden 0 4 -4 2 Switzerland 5 8 -3 7 USA 21 35 -14 27 ------------------------------------------------ Total 6,658 8,489 -1,831 7,783 On December 31, 2010 the Group employed 7,899 people, of whom 6,658 were on Elcoteq's payroll. Appendix 7 DEFINITION OF KEY INDICATORS Return on equity (ROE) = Profit/loss for the year x 100 ---------------------------------------- Total equity, average of opening and closing balances (Profit/loss before taxes + interest and other financial expenses + profit/loss from discontinued operations before taxes and financial Return on investments (ROI/ROCE) = expenses) x 100 ---------------------------------------- Total assets - non-interest bearing liabilities, average of opening and closing balances (Profit/loss before taxes + interest and other financial expenses + Return on investment (ROI/ROCE) profit/loss from discontinued operations before taxes and financial for trailing 12 months = expenses) x 100 ---------------------------------------- Total assets - non-interest-bearing liabilities, average of opening and closing balances Current ratio = Current assets + assets classified as held for sale ---------------------------------------- Current liabilities + liabilities classified as held for sale Solvency = Total equity x 100 ---------------------------------------- Total assets - advance payments received Gearing = Interest-bearing liabilities - cash and equivalents in the balance sheet ---------------------------------------- Total equity (incl. hybrid securities) Equity per share (2006-2007) = Equity attributable to equity holders of the parent company ---------------------------------------- Adjusted average number of shares outstanding at the end of the period Equity per share = Equity attributable to owners of the parent company ---------------------------------------- Adjusted average number of A shares outstanding at the end of the period + (Adjusted average number of K founders' shares outstanding at the end of the period/10) Earnings per share, A shares (EPS) = Profit/loss for the year attributable to equity holders of the parent - accumulated interest of hybrid securities for the reporting period ---------------------------------------- Adjusted average number of shares outstanding during the period Earnings per share, diluted, A shares (EPS) = Profit/loss for the year attributable to equity holders of the parent - accumulated interest of hybrid securities for the reporting period ---------------------------------------- Adjusted average number of shares outstanding during the period + effect of dilution on the number of shares Earnings per share, K shares (EPS) (2006-2007) = Profit/loss for the year attributable to equity holders of the parent, K shares ---------------------------------------- Adjusted average number of K shares outstanding during the period Earnings per share, K founders' share Profit/loss for the year attributable to equity holders of the parent, K (EPS) = founders' shares ---------------------------------------- Adjusted average number on K founders' shares outstanding during the period Dividend per share = Dividends paid for the financial year ---------------------------------------- Adjusted average number of shares outstanding at the end of the period Payout ratio= Dividend per share x 100 ---------------------------------------- Earnings per share Dividend yield= Dividend per share x 100 ---------------------------------------- Average share price at the end of the period P/E ratio= Average share price at the end of the period ---------------------------------------- Earnings per share (EPS) Earnings before interest, taxes, Operating profit/loss + Depreciation, depreciation and amortization amortization and impairment (EBITDA) = Appendix 8 FIVE YEARS IN FIGURES 2010 2009 2008 2007 2006 OPERATIONS Net sales MEUR 1069.9 1503.2 3,443.2 4,042.9 4,284.3 of which outside Finland % 98.1 97.9 95.2 93.9 89.7 Gross capital expenditures MEUR 10.5 6.4 71.4 67.2 116.9 (does not include operating leases) Employees, average 7,783 11,271 17,401 19,131 16,651 PROFITABILITY Operating income before depreciation and amortization (EBITDA) MEUR 14.1 -16.4 58.5 -16.6 126.6 Operating income MEUR -18.1 -76.5 -20.4 -96.3 43.9 % of net sales % -1.7 -5.1 -0.6 -2.4 1.0 Income before taxes MEUR 43.7 -117.1 -52.9 -122.8 19.2 % of net sales % 4.1 -7.8 -1.5 -3.0 0.4 Net income MEUR 14.7 -105.0 -65.9 -108.4 12.1 % of net sales % 1.4 -7.0 -1.9 -2.7 0.3 Return on equity (ROE) % 24.1 -129.9 -38.4 -42.5 4.8 Return on investment (ROCE/ROI) % 30.4 -18.9 -3.1 -19.6 9.1 FINANCIAL RATIOS Current ratio 1.0 1.0 1.1 1.1 1.2 Solvency % 20.8 6.3 14.2 18.1 26.1 Gearing 0.1 5.8 1.8 0.7 0.4 Interest-bearing liabilities MEUR 103.5 275.4 333.6 237.2 210.3 Interest-bearing net debt MEUR 12.6 187.5 238.5 144.5 128.0 PER SHARE DATA Earnings per share A shares (EPS) EUR 0.45 -3.22 -2.02 -3.37 0.38 Earnings per share K shares (EPS) EUR - - - -3.37 0.38 Earnings per share K founders' shares (EPS)** EUR - -0.32 -0.20 - - Diluted earnings per share, A shares (EPS) EUR 0.42 - - -3.37 0.37 Shareholders' equity per share EUR 1.39 0.75 3.76 5.72 9.31 Share price at the end of the year EUR 1.16 0.91 1.21 4.06 9.78 Dividend per share * EUR 0.00 0.00 0.00 0.00 0.20 Payout ratio * % 0.0 0.0 0.0 0.0 52.3 Dividend yield * % 0.0 0.0 0.0 0.0 2.0 P/E ratio 2.6 -0.3 -0.6 -1.2 25.7 Adjusted weighted average number of shares in issue during the period A shares 32,939,185 22,071,983 22,017,819 21,601,081 20,761,611 K founders' shares** - 105,770,000 105,770,000 10,577,000 10,577,000 Adjusted number of shares in issue at the end of the period A shares 32,939,185 22,352,684 22,017,819 22,017,819 20,962,327 K founders' shares - 105,770,000 105,770,000 10,577,000 10,577,000 * The dividend in 2010 is the proposal of the Board of Directors to the Annual General Meeting. ** In the transfer of domicile the company K shares were converted into K founders' shares and their number increased ten-fold while at the same time reducing their par value to one-tenth of the par value of the A shares. K founders' shares converted into A shares on July 29, 2010. Appendix 9 RESTRUCTURING EXPENSES During the first quarter of 2009, Elcoteq launched a restructuring plan that applies to whole Group. The plan has contained several elements already in the year 2009 such as the closure of several plants, organizational changes to aim for further cost reduction and various assets impairment charges. The restructuring plan actions continued in the year 2010 with personnel and other costs reductions as well as with asset impairment charges. The impairments recognized were based on the fair values of the impaired assets, as determined in IAS 36. During the year 2010 Elcoteq has actively sold idle assets and been able to utilize some earlier idle assets in new customer contracts. This has consequently led to reversal of impairment as shown in the below table. The reversals are based on increase in the recoverable amounts of the assets. The subsidiary in St. Petersburg, Russia which in 2009 was classified under assets held for sale, has been sold during 2010. The write-down that was recognized in accordance with IFRS 5 for the subsidiary's net assets, is included in the restructuring costs. The Group's restructuring expenses, 11,071 thousand euros, comprise of the following items: EUR 1,000 2010 2009 ----------------------------------------------------------------- Personnel expenses 2,464 9,401 Production materials and services -26 1,107 Impairment on property, plant and equipment 4,709 25,109 Reversal of impairment -3,488 - Impairment of assets classified as held for sale 6,670 -1,418 Other operating expenses 742 2,849 ----------------------------------------------------------------- Restructuring expenses, total 11,071 37,049 Impairments of non-current assets: EUR 1,000 2010 2009 ----------------------------------------------------------------- Buildings - 1,244 Machinery and equipment 4,668 22,396 Computer software 41 31 Investments in associated companies - 1,438 ----------------------------------------------------------------- Impairments, total 4,709 25,109 Reversal of impairment on non-current assets: EUR 1,000 2010 2009 ----------------------------------------------------------------- Machinery and equipment -3,488 - ----------------------------------------------------------------- Reversal of impairment on non-current assets, total -3,488 - Appendix 10 THE HYBRID BONDS AND THE WARRANTS Elcoteq has issued two hybrid securities during year 2010, with nominal values amounting to EUR 50,1 million. The hybrid security issued in January 2010 amounts to EUR 28,6 million and Elcoteq can redeem it after January 2014 at its consideration. Subordinated notes with carrying values amounting to EUR 105,4 million were repaid as the hybrid capital loan was issued. This January transaction resulted into a financial income amounting to EUR 79,1 million. The nominal value of the hybrid securitiy issued in May 2010 is EUR 21.5 million and Elcoteq can redeem it after December 2012 at its consideration. In this transaction EUR 21.5 million debentures were exchanged for hybrid securities. The cumulative interests related to the hybrid securities totaled EUR 3.3 million at the end of December 2010. In accordance with the terms and conditions of the May 2010 hybrid security an additional interest in the amount of EUR 1,740,080 will be paid on the Hybrid Bonds on December 15, 2012. In accordance with the terms and conditions of the May 2010 exchange offer, 4,350,138 warrants in total were issued, each warrant entitling its holder to subscribe for one new Elcoteq series A share at a subscription price of EUR 0.40. The exercise period of the warrants will commence on March 16, 2012 and expire on April 11, 2012. Warrants were listed on NASDAQ OMX Helsinki Ltd on December 7, 2010. The instruments are classified as equity as they do not contain any contractual obligations for the issuer to deliver cash or another financial asset, or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the company. Hybrid securities have presented in equity as Non-controlling interests - Hybrid capital investors. The fair value of the warrants, EUR 6.7 million, has been separated from the carrying amount of the Hybrid bonds to which they relate. The fair value of the warrants is reported in the Additional paid-in capital. The amount of the hybrid loans is as follows: EUR 1,000 2010 ----------------------------------------------------------------------------- Hybrid instrument issued in January 28,650 Hybrid instrument issued in May 21,507 Fair value of the warrants, separated into equity -6,743 Accumulated interest of hybrid securities at the end of December 2010 3,319 ----------------------------------------------------------------------------- In total 46,733 Appendix 11 ASSETS PLEDGED AND CONTINGENT LIABILITIES EUR 1,000 2010 2009 ------------------------------------------------------------------------ BUSINESS MORTGAGES EUR 100.000.000,00, from which the open liability 73,500 100,000 REAL ESTATE MORTGAGES 27,503 29,267 PLEDGED OTHER RECEIVABLES - 3,000 PLEDGED CASH AND CASH EQUIVALENTS 62,487 56,158 PLEDGED LOAN RECEIVABLES - 81 ON BEHALF OF OTHERS Guarantees 1,000 1,008 LEASE COMMITMENTS Operating leases, production machinery (excl. VAT) 474 1,244 Operating leases, real estate (excl. VAT) 11,358 12,262 Operating leases, others (excl. VAT) 423 919 DERIVATIVE CONTRACTS Currency forward contracts, transaction risk, hedge accounting not applied Nominal value, open deals 1,329 43,222 Nominal value, closed deals - 130,136 Fair value 38 38 Currency forward contracts, transaction risk, hedge accounting applied Nominal value, open deals 11,118 70,632 Nominal value, closed deals - 11,400 Fair value 212 -74 Currency forward contracts, financial risk Nominal value - 110,689 Fair value - -239 The derivative contracts are measured using the market prices and the exchange reference rates of the European Central Bank on the balance sheet date. Group has pledged part of its assets for syndicated credit facility, however pledging does not limit operative production or cash activities of the company. Appendix 12 QUARTERLY FIGURES INCOME STATEMENT, Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ MEUR 2010 2010 2010 2010 2009 2009 2009 2009 -------------------------------------------------------------------------------- NET SALES 266.3 250.7 332.3 220.5 265.5 331.7 436.0 470.0 Change in work in progress and finished goods -9.7 0.0 4.8 4.8 -9.9 -8.2 -4.4 -21.9 Other operating income 16.6 1.0 1.1 0.9 4.2 5.5 1.4 2.3 Operating expenses -259.5 -243.2 -332.6 -228.8 -250.2 -317.2 -428.0 -456.1 Restructuring expenses -1.2 -3.8 -3.9 -2.3 -21.3 -1.7 -0.4 -13.6 Depreciation, amortization and impairments -8.3 -7.2 -8.7 -8.1 -11.7 -13.5 -16.0 -18.9 -------------------------------------------------------------------------------- OPERATING PROFIT/LOSS 4.2 -2.5 -6.9 -12.9 -23.4 -3.3 -11.5 -38.3 % of net sales 1.6 -1.0 -2.1 -5.9 -8.8 -1.0 -2.6 -8.2 Financial income and expenses -4.9 -14.3 5.2 75.9 -12.9 -4.1 -11.9 -11.5 Share of profit/loss of associated companies 0.0 0.0 0.0 0.0 0.0 -0.1 0.0 0.0 -------------------------------------------------------------------------------- PROFIT/LOSS BEFORE TAXES -0.8 -16.8 -1.7 63.0 -36.4 -7.5 -23.4 -49.9 Income taxes 1.4 -1.4 -4.8 -23.0 2.2 0.7 1.5 3.7 -------------------------------------------------------------------------------- PROFIT/LOSS FOR THE PERIOD 0.6 -18.2 -6.5 40.0 -34.2 -6.8 -21.8 -46.1 ATTRIBUTABLE TO: Equity holders of the parent company 0.2 -18.5 -6.8 39.9 -31.3 -6.3 -21.8 -45.6 Non-controlling interest - Hybrid capital investors 1.0 0.9 1.0 0.5 - - - - Non-controlling interest - others -0.6 -0.6 -0.7 -0.4 -2.9 -0.5 0.0 -0.5 -------------------------------------------------------------------------------- 0.6 -18.2 -6.5 40.0 -34.2 -6.8 -21.8 -46.1 BALANCE SHEET, Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ MEUR 2010 2010 2010 2010 2009 2009 2009 2009 -------------------------------------------------------------------------------- ASSETS Non-current assets Intangible assets 26.6 25.9 26.1 26.0 25.4 25.9 26.6 27.4 Property, plant and equipment 60.8 67.1 76.2 79.1 81.0 110.3 129.8 149.7 Investments 0.7 0.7 0.7 0.7 0.7 2.1 2.2 2.3 Long-term receivables 15.5 17.4 19.9 22.3 41.9 46.8 45.8 53.0 -------------------------------------------------------------------------------- Non-current assets, total 103.6 111.1 122.9 128.1 148.9 185.1 204.3 232.4 Current assets Inventories 91.8 138.1 125.3 102.9 69.4 101.1 113.7 174.2 Current receivables 189.0 195.9 290.0 202.2 189.9 193.4 221.4 221.9 Cash and cash equivalents 90.9 84.9 72.5 69.8 87.9 201.0 154.8 98.0 -------------------------------------------------------------------------------- Current assets, total 371.8 418.9 487.8 374.9 347.3 495.5 489.8 494.1 Assets classified as held for sale - - - 17.2 19.0 21.0 41.0 20.7 -------------------------------------------------------------------------------- ASSETS, TOTAL 475.3 530.0 610.6 520.3 515.3 701.6 735.1 747.1 SHAREHOLDERS' EQUITY AND LIABILITIES Equity attributable to equity holders of the parent company Share capital 13.2 13.2 13.2 13.2 13.2 13.0 13.0 13.0 Other shareholders' equity 32.6 35.1 42.9 51.1 11.6 43.5 48.7 64.5 -------------------------------------------------------------------------------- Equity attributable to equity holders 45.7 48.2 56.0 64.3 24.8 56.6 61.8 77.5 of the parent company, total Non-controlling interest - Hybrid capital investors 46.7 43.4 50.2 28.7 - - - - Non-controlling interest - others 6.4 6.8 8.1 8.0 7.8 11.1 12.0 12.8 -------------------------------------------------------------------------------- Total equity 98.9 98.5 114.3 100.9 32.6 67.7 73.7 90.3 Long-term liabilities Long-term loans 20.0 28.0 28.1 44.4 109.8 110.1 159.6 158.9 Other long- term debt 1.8 3.0 3.3 3.5 2.8 2.8 5.7 6.7 -------------------------------------------------------------------------------- Long-term liabilities, total 21.8 31.1 31.4 47.8 112.5 113.0 165.2 165.6 Current liabilities Current loans 83.3 79.7 120.4 128.9 165.4 263.8 210.7 225.4 Other current liabilities 269.6 317.6 340.3 238.0 200.0 250.2 279.0 257.4 Provisions 1.8 3.1 4.2 4.6 4.7 6.9 5.7 8.4 -------------------------------------------------------------------------------- Current liabilities, total 354.7 400.4 464.9 371.5 370.1 520.9 495.4 491.2 Liabilities classified as held for sale - - - - - - 0.8 - -------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY AND LIABILITIES, TOTAL 475.3 530.0 610.6 520.3 515.3 701.6 735.1 747.1 Personnel on average during the period 7,000 7,508 8,541 10,024 8,882 9,877 11,693 14,446 Gross capital expenditures, MEUR 2.3 2.6 2.6 3.0 1.8 1.1 1.5 2.0 ROI/ROCE from 12 preceding months, % 30.4 15.5 16.8 11.4 -18.9 -14.4 -14.4 -11.3 Earnings per share (EPS), A-shares, EUR 0.01 -0.57 -0.18 1.22 -0.96 -0.19 -0.67 -1.40 Solvency, % 20.8 18.6 18.7 19.4 6.3 9.7 10.0 12.1 Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2010 2010 2010 2010 2009 2009 2009 2009 CONSOLIDATED CASH FLOW STATEMENT, MEUR -------------------------------------------------------------------------------- Cash flow before change in working capital 8.3 -14.8 25.9 12.3 20.5 7.0 -6.4 -7.1 Change in working capital 10.0 67.7 -28.5 -25.3 -25.8 34.1 81.1 -38.8 Financial items and taxes -8.6 -4.8 -5.5 -7.7 -9.5 -5.0 -3.9 -5.8 -------------------------------------------------------------------------------- Cash flow from operating activities 9.7 48.2 -8.1 -20.8 -14.8 36.1 70.7 -51.7 Purchases of non-current assets -7.2 -0.5 -3.3 -2.6 -0.8 -1.1 -0.4 -2.1 Acquisitions - - - - 0.3 - - - Disposals of non-current assets 6.9 0.3 16.7 0.1 3.9 7.8 1.8 3.1 -------------------------------------------------------------------------------- Cash flow before financing activities 9.4 47.9 5.3 -23.3 -11.3 42.7 72.2 -50.7 -------------------------------------------------------------------------------- Hybrid capital loans 0.2 0.6 0.1 27.8 - - - - Change in current debt -4.7 -31.2 -8.6 -6.5 -100.5 5.2 -12.2 51.4 Repayment of long-term debt -1.0 0.0 1.6 -20.6 - - - - Dividends paid - - - - -2.4 - - - -------------------------------------------------------------------------------- Cash flow from financing activities -5.5 -30.7 -6.8 0.7 -103.0 5.2 -12.2 51.4 Change in cash and equivalents 3.8 17.2 -1.5 -22.6 -114.3 48.0 59.9 0.7 Cash and equivalents at the beginning of the period 85.0 72.5 69.8 87.9 201.0 154.8 98.0 95.1 Effect of exchange rate changes on cash held 2.2 -4.7 4.1 4.5 1.1 -1.7 -3.1 2.2 Cash and equivalents at the end of period 90.9 85.0 72.5 69.8 87.9 201.0 154.8 98.0 BUSINESS SEGMENTS, Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ MEUR 2010 2010 2010 2010 2009 2009 2009 2009 -------------------------------------------------------------------------------- Net sales AMS Business Segment 25.5 25.8 28.8 27.0 25.5 23.1 20.6 20.9 EMS Business Segment 240.8 224.9 303.6 193.6 240.0 308.7 415.4 449.1 -------------------------------------------------------------------------------- Net sales, total 266.3 250.7 332.3 220.5 265.5 331.7 436.0 470.1 Operating income AMS Business Segment 2.9 3.8 3.3 2.4 4.5 4.3 2.7 -0.1 EMS Business Segment 5.5 -1.4 -3.1 -6.6 -18.5 -1.3 -8.0 -32.3 Group's non- allocated expenses/income -4.0 -4.9 -5.0 -8.3 -9.5 -6.0 -6.0 -5.1 -0.3 0.0 -2.2 -0.5 0.0 -0.3 -0.1 -0.7 -------------------------------------------------------------------------------- Operating income, total 4.2 -2.5 -6.9 -12.9 -23.4 -3.3 -11.6 -38.3 Restructuring expenses recognized in segment's operating income AMS Business Segment 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 EMS Business Segment -1.0 -3.8 -3.9 -2.1 -21.3 -1.5 -0.4 -13.0 Group's non- allocated expenses/income -0.2 0.0 0.0 -0.2 0.0 -0.2 0.0 -0.6 -------------------------------------------------------------------------------- Restructuring expenses, total -1.2 -3.8 -3.9 -2.3 -21.3 -1.7 -0.4 -13.6 Financial income and expenses -4.9 -14.3 5.2 75.9 -12.9 -4.1 -11.9 -11.5 Share of profits and losses of associates 0.0 0.0 0.0 0.0 0.0 -0.1 0.0 0.0 -------------------------------------------------------------------------------- Income before taxes -0.8 -16.8 -1.7 63.0 -36.4 -7.5 -23.4 -49.9 [HUG#1500920]
Elcoteq SE's Financial Statements Bulletin January - December 2010 (Audited)
| Quelle: Elcoteq