Metso publishes illustrative financial information for its continuing Flow Control operations (the future Neles) for January–September 2019 and 2018

Metso publishes illustrative financial information for its continuing Flow Control operations (the future Neles) for January–September 2019 and 2018

Metso Corporation, stock exchange release, October 25, 2019, at 9:50 a.m. EEST

Metso is publishing selected unaudited illustrative financial information for its proposed continuing Flow Control business (later also “the future Neles”) for the periods January–September 2019 and January–September 2018. This information is complimentary to the information published on October 7, 2019. Attached to this release is the carve-out information for future Neles relating to the income statement, balance sheet and cash flow statements for January–September 2019 and the comparison period of 2018. This release complements selected unaudited illustrative financial information from previous periods published on October 7.

On July 4, 2019, Metso announced that its Board of Directors has approved a plan to combine Metso Minerals Business and Outotec to create Metso Outotec. As a result, Metso’s Flow Control business will become the continuing business of the currently listed Metso, which will be subsequently renamed Neles, an independent listed company supplying flow control products and services. The transaction will be executed through a partial demerger of Metso, in which all assets and liabilities of Metso that relate to, or primarily serve, the Metso Minerals Business will transfer to Outotec.

The completion of the demerger is targeted to be registered in the second quarter of 2020, subject to the approval of the demerger by the Extraordinary General Meetings of both Metso and Outotec, convened to be held on October 29, 2019, the statutory creditor hearing process and receipt of all required regulatory and other approvals.

Illustrative financial carve-out information of the future Neles (unaudited)

EUR millionQ1-Q3/ 2019Q1-Q3/ 2018Change %2018
Orders received52747112628
Orders received by services business1199920136
  share of orders received, %22.621.1 21.6
Order backlog2952805276
Sales by services business1089217128
  share of sales, %21.921.6 21.6
Adjusted EBITA78593287
  share of sales, %15.814.0 14.7
Operating profit75582983
  share of sales, %15.213.6 14.1
Profit for the period54422960
Net cash flow from operating activities5772-2170
Net working capital858-864
Net debt-51-57-11-74
Gearing, %-19.5-26.7 -31.6
Equity to assets ratio, %37.340,5 37.8
Total assets72555431636
Personnel at the end of period2,9732,479202,783

Background of the unaudited illustrative carve-out financial information

The above and the attached unaudited financial carve-out information illustrate the results of operations and financial position of the future Neles had already the partial demerger taken place. The information is based on financial data derived from Metso’s audited consolidated financial statements as of and for the year ended December 31, 2018 and from Metso’s unaudited consolidated interim review for the nine-month periods ended September 30, 2019, and 2018. The information includes the impact of Group-level income, expenses, assets and liabilities allocated for carve-out purposes. Therefore, the future Neles figures presented here include some carve-out impacts that are not included in the reported figures of Metso’s Flow Control segment.

The carve-out information as at and for the year ended December 31, 2018, present the future Neles as a single economic entity; the information has been prepared using the same historical financial information of the relevant entities and business as part of the Metso Group and using the same accounting principles and carrying amounts as in the Metso Group. The carve-out information has been prepared in accordance with the International Financial Reporting Standards (“IFRS”) accounting and valuation principles as adopted by the EU.

This unaudited information of the future Neles is presented for illustrative purposes only. It does not necessarily reflect what the combined results of operations and financial position would have been had the future Neles existed as a separate independent legal group, and had it therefore presented stand-alone consolidated financial information during the periods presented. Furthermore, this carve-out information may not be indicative of the future Neles’ future performance, financial position or cash flows.

Basis of preparation of the unaudited illustrative carve-out financial information

The following significant principles to historical carve-out information have been applied in the preparation of the illustrative carve-out financial information for the future Neles:

  • All the revenues, expenses, assets and liabilities relating to the Metso Minerals Business have been excluded from Metso’s reported consolidated financial information.
  • Intercompany transactions and assets and liabilities between the future Neles entities included in the carve-out information have been eliminated. The carve-out information includes the future Neles entities’ transactions and balance sheet items. Intercompany transactions and balance sheet items with other Metso Group companies previously considered as intercompany transactions in Metso’s consolidated reporting have been treated as transactions with related parties.
  • In connection with the partial demerger, part of Metso’s existing borrowings and related financial income and expenses are carved out to Metso Minerals according to the demerger plan. In addition, Metso will seek the needed consent and waivers from its noteholders.
  • The remaining amount of the future Neles’ equity of the historical Metso Group’s equity balance in the illustrative consolidated balance sheets represents the amount of net assets attributable to future Neles.The adjustments made to equity reflect the Metso Minerals Business’ contemplated equity structure and the decrease in the share capital of the continuing operations in accordance with the demerger plan.
  • Metso adopted new IFRS 16 Leases standard on January 1, 2019, using the non-retrospective approach where comparative periods were not restated. Thus, the earlier periods presented here are not comparative with the period ended September 30, 2019. Metso’sFlow Control segment  recognized as at January 1, 2019, as right-of-use assets and lease liability of EUR 51 million in the balance sheet, which was previously reported as off-balance sheet liabilities.
  • The amount of transferring borrowings is based on the assumption of the total amount of borrowings to be transferred in the partial demerger. The final amount of assets and liabilities, including borrowings, may differ from those presented in this illustrative financial information as such balances will be determined based on the carrying values of the transferring assets and liabilities on the effective date of the partial demerger. This could lead to variation in the figures presented here regarding the operations and financial position of the future Neles.

Calculation of key figures

 Adjusted EBITA=Operating profit (EBIT) + restructuring and acquisition-related costs + amortization
 Net working capital=Inventories + trade receivables + other non-interest bearing receivables + customer contract assets and liabilities, net - trade payables - advances received - other non-interest bearing liabilities
 Net debt=Interest bearing liabilities - non-current financial assets - loan and other interest bearing receivables (current and non-current) - liquid funds
 Gearing=Net debt× 100
Total equity
 Equity to assets ratio=Total equity× 100
Balance sheet total - advances received

For further information, please contact:

Juha Rouhiainen, Vice President, Investor Relations, Metso Corporation, tel. +358 20 484 5132

Metso Corporation

Nasdaq Helsinki

Metso is a world-leading industrial company offering equipment and services for the sustainable processing and flow of natural resources in the mining, aggregates, recycling and process industries. With our unique knowledge and innovative solutions, we help our customers improve their operational efficiency, reduce risks and increase profitability. Metso is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 3.2 billion in 2018. Metso employs over 14,000 people in more than 50 countries.