2013-02-15 08:00:02 CET
2013-02-15 08:00:11 CET
REGULATED INFORMATION
Solteq Oyj - Financial Statement Release
SOLTEQ PLC’S FINANCIAL STATEMENTS BULLETIN 1.1.-31.12.2012
Solteq Plc Stock Exchange Bulletin 15.2.2013 at 9.00 am
- On 22 March 2012, software service company Solteq Plc purchased the entire
stock capital of Aldata Solution Finland Ltd from Aldata Solution Plc at a
purchasing price of EUR 8.3 million. After the acquisition took place, the
company's name was changed to Solteq Retail Oy. The company was merged into the
Solteq Group from 1.3.2012.
- Solteq Plc's turnover increased 43.7 per cent and totalled 39.0 million euros
(27.1 million euros). Solteq Retail Oy's turnover totalled 9.5 million euros is
included in year 2012 figures beginning March 1.
- Solteq Plc's operating profit increased 87.8% and totalled 2.731 thousand
euros (1.453 thousand euros). Solteq Retail Oy's operating profit totalled 0.9
million euros is included in year 2012 figures beginning March 1.
- The operating profit for the review period includes a total of 276 thousand
EUR of one-time profit and expenses as gross. The instalments are sales profit
from property, EUR 887 thousand, which is presented in other income for the
financial period and 611 thousand EUR relating to the acquisition of Aldata
Finland Solution Ltd, which is presented in other expenses for the financial
period.
- Earnings per share were 0.12 euros (0.08 euros).
- On 20 March 2012, Solteq Plc decided on a directed issue of shares to Mutual
insurance company Eläke-Fennia and Mutual pension insurance company Varma based
on authorisation given in a company meeting on 23 March 2007 and again on 14
March 2012. After the subscription and registration of the shares issued
during the Issuing of shares, the Company has 14.998.061 shares.
- On 12 July 2012 Solteq Plc released a stock exchange bulletin related to the
plan Solteq Retail Ltd to merge with its parent Solteq Plc. The registration
date for the implementation of the merger was 31 December 2012.
- The integration process of Solteq Plc and Aldata Solution Finland Oy was
completed successfully in accordance with the original plan by the end of 2012.
The operations and practices were harmonised, and Solteq Retail Oy was merged
with Solteq Plc at the end of the year. We reached the objectives set for the
integration extremely well.
- Board proposes to the Annual General Meeting that a dividend of EUR 0.04 per
share will be paid for each share. In addition to this is proposed that the
Board be authorised, on the basis of Chapter 13, Section 6, Sub-section 2 of
the Finnish Companies Act, to decide on the distribution of a dividend
amounting to a maximum of EUR 0.04 per share or of other assets from the
distributable equity reserve, as well as decide on the timing and other details
concerning the possible distribution.
KEY FIQURES
Turnover by operation:
% 1-12/12 1-12/11
Softwareservices 61 64
Licences 32 30
Hardware 7 6
CEO Repe Harmanen:
Significant steps forward in the Jubilee Year
Solteq's 30th anniversary year was in many ways extremely significant for the
clients, the owners, the personnel and the whole company. It showed that we had
made strategically right operative and strategic decisions and were going in
the right direction. Operatively we should have been better in certain areas,
but this leaves us an excellent basis for further development. We will continue
the development work in 2013 to reach a phase in which we will be able to take
new steps forward.
In the light of pure figures, the 30th financial year of our company was
reasonably good, successful in certain areas. In addition to a corporate
acquisition, we also grew organically by 8,5 %. We can be satisfied with this
development: it shows that we have focused on the right things in the various
sectors. The operating profit level that we achieved is in the right direction,
and compared with the previous years, the development has been positive. During
the past two years, we have made right decisions, and this will create a basis
for flexibility in the cost structure. In view of reaching the next percentage
units, the improvement of the operating profit will be more challenging than
before, but we will continue our efforts.
Solutions for wholesale, retail and service sectors
Since the establishment, going public in 1999 was the most significant step
forward and change in Solteq's history - until last year. The purchase of
Aldata Solution Finland Oy was the next milestone in the series of significant
events in our history. It made us a larger company, but in view of our strategy
and our clients, it also made us a special company. The purchase made us the
only Finnish company that focuses on solutions for the wholesale, retail and
service sectors, providing the clients comprehensive solutions that cover the
whole supply chain from purchasing to store functions, digital commerce and
client relationship analyses. Our service offering makes it possible to have
all the services via one partner, Solteq.
As the result of a directed share issue, Solteq's ownership structure also
changed in 2012. In terms of continuity, we got excellent new owners: Pension
Fennia and Varma Mutual Pension Insurance Company. For us, it is important that
leading Finnish pension insurance companies have decided to become part owners
in our company.
Client satisfaction in focus
One of the focuses in 2012 was the improvement of client satisfaction. The
client satisfaction survey that we carried out showed overall improvements.
Good feedback on successful client projects and enhanced cooperation with the
clients encourage us to continue making improvements. I am not quite satisfied
with the client satisfaction level yet. In the future, we need to be clearly
the most sought after partner in the wholesale, retail and services sectors, an
example for the others. In 2013, we will continue towards this goal by taking
special measures.
Ensuring continuity
The central pillar of our strategy is ensuring continuity. Ensuring continuity
in our clients' operations, in the development of our solutions, for our
personnel, and for other stake holders continues to be a matter of honour for
us. Continuity is understood and adopted well in the Solteq community. Everyone
at Solteq recognises its importance, and it is great to see that it has turned
into concrete activities during the past year. We talk about it, we make it
happen and we live it. Continuity is important, we appreciate it and we need
it. As last year itself gave us possibilities for new forms of continuity in
our operations, I can truly state that last year was the year of continuity for
us.
Right direction chosen
The implementation of the strategy we published at the beginning of 2011 has
proceeded well. We have taken the measures we have chosen when the time has
been right, and the work continues. Strategic work is never completed - it
develops all the time. We took the measures we had decided on more than two
years ago and successfully reached intermediate goals. In autumn 2012, we
performed an internal audit on the state of the strategy and on necessary
readjustments owing to the merger. Minor readjustments were defined for the
coming years, but as the merger process with Aldata Solution Finland complied
with the strategies of both the companies, no significant changes needed to be
implemented.
In addition to client satisfaction, important tasks for us in 2013 will be
making the future happen and bringing new solutions to the market. We already
started the work in 2012, and I believe that we will proceed well in the first
half of the year 2013.
Look towards the future
We all know what the economic situation in Finland and Europe is at the moment.
The classical problem of forecasting the future is especially difficult right
now. I, however, believe that we should not give way to pessimism but act on
the basis of the information that is available. Readiness for change and prompt
action play the key role. Expecting difficulties without knowing what the
difficulties are inevitably leads to stagnancy. On the other hand, closing your
eyes to realities is as dangerous.
We will not wallow in negativity but look towards the future with optimistic
eyes, full of determination. We will develop the structure of our operations in
such a way that we will always have the best possible reaction speed,
preparedness and possibilities, and we act accordingly.
As to 2013, our estimate is that Solteq's turnover will be 40-43 million euros
and the level of EBIT approx. 6-9%.
I would like to thank all our clients, our personnel, and our partners for
excellent cooperation during the past year. Our promise for 2013 is that we
will be a better partner for all our stakeholders and continue our shared
journey with them. Our success depends on our stakeholder groups.
BUSINESS ENVIRONMENT AND BUSINESS DEVELOPMENT
Solteq is a leading retail and service industry software service company. We
offer long-term partnership and the markets' widest range of retail and service
industry software services, from the optimisation of the entire supply chain to
the management of consumer-customer information. Our technology-independent
solutions help our customers to guide their business operations as efficiently
and profitably as possible.
Since 1.7.2012, Solteq Plc's reported segments are Grocery and special retail,
HoReCa; Wholesale trade, Logistics and Services and Service Business and
Maintenance Management.
The aim of the segmentation is to respond to customer demand as a field total
supplier and therefore to improve the availability of services and ease for our
customers.
Solteq's turnover for the review period was 39.016 thousand euros (27.144
thousand euros). The turnover of the acquired company totalled 9.574 thousand
euros is included in year 2012 figures. The organic growth on turnover without
the positive impact of the acquisition was approx. 8.5%.
Solteq's operating profit was 2.731 thousand euros (1.453 thousand euros). The
operating profit of the acquired company totalled 852 thousand euros is
included in year 2012 figures beginning March 1.
The company's operating margin was 7.0 % (5.4 % in 2011).
Grocery and Special Retail, HoReCa
Solteq's Grocery and Special Retail Segment provides its clients with total
solutions that they can utilise to improve efficiency in terms of logistics,
store operations, customer service, point of sale operations, as well as loyal
customer management.
The grocery and special retail solutions help optimise the management of the
product selection, space, deliveries, logistics and customer satisfaction while
increasing sales and improving the result. The solutions speed up the basic
operations, improve delivery reliability, reduce storage value, increase stock
turnover and enhance predictability. The store always has the right products in
the right place, at the right time, and at the right price.
During the review period the revenue of the Grocery and Special Retail segment
totalled 17.0 million euros and the operating result was 0.7 million euros.
Wholesale Trade, Logistics and Services
Solteq's Wholesale Trade, Logistics and Services Segment provides its clients
with ERP and financial management systems, as well as optimisation, integration
and reporting solutions that support these systems.
Solteq's solutions help clients manage their operations and enhance purchases,
sales, stock management and reporting. The systems can be utilised to improve
delivery reliability, reduce storage value, increase stock turnover and enhance
predictability. Materials flow management ensures that the right goods reach
the right customers at the right time, packed in an optimal manner.
Solteq's wholesale trade, logistics and services systems improve the
effectiveness of operations and enable more flexible and versatile customer
service. At the same time, automated data management enhances the company's
internal operations. Solteq's solutions are used daily by a large number of
clients representing various industries and sectors, such as wholesale, retail
and public administration.
During the review period the revenue of the Wholesale Trade, Logistics and
Services segment totalled 16.9 million euros and the operating result was 2.3
million euros.
Service Business and Maintenance Management
Solteq's Service Business and Maintenance Management Segment provides its
clients with ERP and master data management solutions.
The enterprise resource planning solutions developed for the optimisation of
service processes help clients manage their operations in many ways, for
instance enhance production plant reliability, task and resources management,
field work, sales and customer service, partner network management and
materials management. The solutions are utilised by a large number of clients
representing various industries and sectors, such as energy production,
maintenance services, life cycle services, engineering and technical services
of cities and municipalities, property management services, and home and care
services.
The Service Business and Maintenance Management Segment also provides client
companies with services and products related to business critical data (master
data) in the form of master data improvement projects, data maintenance
services outsourced to master data service centres, software technologies for
master data management, and consultation services. The aim of these services is
to ensure that the data in the systems that support the clients' enterprise
resource planning and decision making processes are of high quality, compatible
and up-to-date. Solteq's master data management solutions are used by clients
across industries and sectors.
During the review period the revenue of the Enterprise resource planning of
services segment totalled 5.1 million euros and the operating result was -0.3
million euros.
TURNOVER AND RESULT
Turnover increased by 43.7 % compared to the previous year and totalled 39.016
thousand euros (previous review period 27.144 thousand euros).
Turnover consists of several individual clienteles. At the most, one client
corresponds to less than ten per cent of the turnover.
The profit for the review period increased 87.8% compared to the previous year
and was 2.731 thousand euros (1.453 thousand euros), the operating profit
before taxes was 2.433 thousand euros (1.280 thousand euros) and the operating
profit for the review period was 1.697 thousand euros (897 thousand euros).
Growth in the operating profit results from the impact of the company
acquisition on the financial result (852 thousand EUR), profitable organic
growth and the accelerating actions in accordance with the Solteq Group's
strategy.
The operating profit for the review period includes a total of 276 thousand EUR
of one-time profit and expenses as gross. The instalments are sales profit
from property, EUR 887 thousand, which is presented in other income for the
financial period and 611 thousand EUR relating to the acquisition of Aldata
Finland Solution Ltd, which is presented in other expenses for the financial
period.
BALANCE SHEET AND FINANCING
The total assets amounted to 27.096 thousand euros (17.374 thousand euros).
Liquid assets totalled 1.242 thousand euros (277 thousand euros). In addition
to liquid assets the company had unused account limits totalling 1.500 thousand
euros at the end of the review period.
Solteq Group's interest-bearing liabilities were 6.430 thousand euros (4.169
thousand euros). As part of the corporate acquisition announced on 20 March
2012, Solteq signed a total of 3.500 thousand EUR of long-term funding
agreements. At the same time, the main financial backer also changed.
The directed issue of shares, carried out during the review period on 20 March
2012 was entered in its entirety into the invested unrestricted equity fund.
During the directed issue of shares, 2.849.632 new shares were subscribed as
the subscription price was EUR 1.10. Therefore, the addition adjusted by the
related costs of the directed issue to the invested unrestricted equity fund
was 3.017 thousand EUR.
Solteq Group's equity ratio was 37.2 per cent (34.2 per cent).
As part of the financial arrangements for the funding of the corporate
acquisition announced on 20.3.2012, the company bought and re-leased its office
space properties in Tampere. The balance sheet value of the office space
properties at the time of sale was 1.590 thousand EUR. The sales profit
relating to the sale of commercial property shares, 887 thousand EUR, is
presented in other income.
Of the corporate acquisition's 8.301 thousand EUR in the acquisition cost
calculations, 6.529 thousand EUR of business value, 2.344 thousand EUR of
allocated intangible rights and deferred tax debt of 574 thousand EUR were
entered on the balance sheet.
Costs arising from the execution of the corporate acquisition are totally
presented as part of the cash flow from business operations.
INVESTMENTS, RESEARCH AND DEVELOPMENT
Gross investment during the review period was 7.439 thousand euros (473
thousand euros).
Of the investments during the review period, 8.301 thousand EUR was connected
to the corporate acquisition, and correspondingly, 1.590 thousand EUR of
disinvestments was connected to the sale of the office space properties in
Tampere. Otherwise, investments are replacement investments. The selling price
of premises has shown in investment cash flow.
On 22 March 2012, Solteq Plc and Aldata Solution Plc completed a transaction in
which Solteq Plc acquired Aldata Solution Finland Ltd, the daughter company
under 100% ownership of Aldata Solution Plc. After the acquisition took place,
the company's name was changed to Solteq Retail Oy. The company was merged into
the Solteq Group from 1.3.2012.
Research and development
Solteq's research and development costs consist mainly of personnel costs. When
developing basic products, it is Solteq's strategy to cooperate with global
actors such as SAP, Microsoft and Wincor-Nixdorf and utilize their resources
and distribution channels. Own development efforts are focused on added value
products and developing tailored service concepts.
During the review period product development costs were not amortized in
accordance with IFRS standards (none in the reference year, either).
PERSONNEL
The number of permanent employees at the end of the review period was 288
(212). The average number of personnel during the review period was 270 (211).
In the end of the review period the number of personnel could be divided as
follows: Grocery and special retail, HoReCa segment: 119 people; Wholesale
trade, Logistics and Services: 89 people; Optimisation of supply and services
processes 46 people and 34 people in shared functions. The increase of
personnel contains the personnel of Solteq Retail Ltd, acquired in March 2012,
a total of 75 employees.
RELATED PARTY TRANSACTIONS
Solteq's related parties include the board of directors, managing director and
the management team.
The company has on 17/7 and 31/8/2012 provided notification about an
arrangement in which interest bearing loans and a directed issuance have been
given to Solteq Management Team Oy, which is owned by management.
Solteq Management Team Oy is combined into consolidated financial statements on
the basis of the shareholders' agreement.
SHARES, SHAREHOLDERS AND TREASURY SHARES
Solteq Plc's equity on 31.12.2012 was 1.009.154,17 euros which was represented
by 14.998.061 shares. The shares have no nominal value. The increase in the
amount of shares during the review period is related to the directed issue of
shares carried out on 20 March 2012, in which 2.849.632 new shares were
subscribed. The subscription price of the shares was entered entirely into the
invested unrestricted equity fund.
At the end of the review period, the amount of treasury shares in Solteq Plc
and the group companies Solteq Management Oy's and Solteq Management Team Oy's
possessions were 788.404 shares. The amount of treasury shares represented 5.3
% of the total amount of shares and votes at the end of the review period. The
equivalent value of acquired shares was 53.048 euros.
During the review period, five flagging announcements were made. As a result of
the directed issue of shares carried out in relation to the funding of the
corporate acquisition in March, Mutual insurance company Eläke-Fennia's share
exceeded the 10 per cent flagging threshold in accordance with the Securities
Market Act, Ali Saadetdin's share decreased below the 25 per cent flagging
threshold in accordance with the Securities Market Act, and Profiz Business
Solution Plc's share fell below the 10 per cent flagging threshold in
accordance with the Securities Market Act. The fourth flagging announcement was
caused by a correction regarding Markku Pietilä's ownership share. In May
Profiz Business Solution Plc's share exceeded the 10 per cent lagging threshold
and the fifth flagging announcement was made.
After the directed issue of shares during the review period, Mutual insurance
company Eläke-Fennia's ownership of Solteq is 13.3% and Mutual pension
insurance company Varma's ownership is 4.3%.
Exchange and share price
During the review period, the exchange of Solteq's shares on the Helsinki Stock
Exchange was 1.9 million shares (1.6 million shares) and 2.1 million euros (1.7
million euros). The highest price during the review period was 1.39 euros and
the lowest price was 0.99 euros. The weighted average price of the share was
1.16 euros and the price ending was 1.20 euros. The market value of the
company's shares in the end of the review period totalled 18.0 million euros
(11.9 million euros).
Ownership
At the end of the review period, Solteq had a total of 1.804 shareholders
(1.829 shareholders). Solteq's 10 largest shareholders owned 11.271 thousand
shares, amounting to 75.2 per cent of the company's shares and votes. Solteq
Plc board members owned a total of 5.502 thousand shares which equals 36.7 per
cent of the company's shares and votes.
ANNUAL GENERAL MEETING
At Solteq Plc's Annual General Meeting on 14 March 2012 the 2011 financial
statements were adopted and the members of the board and the managing director
were discharged from liability for the 2011 review period.
The Annual General Meeting accepted that the Board is authorized in accordance
with the Finnish Companies Act 13 chapter 6§ 2 paragraph to decide on a maximum
dividend of 0.05 euros per share or other distribution of funds from the
distributable equity fund as well as to decide upon the timing of the
distribution and other details was accepted. The authorization is valid until
the beginning of the next Annual General Meeting.
The Annual General Meeting authorized the Board of Directors to decide on the
purchase of the Company's own shares to improve the capital structure, to be
used as a part of remuneration of personnel, to finance and execute business
acquisitions and other business arrangements or to be further transferred or
cancelled. The proposal includes authorization to take company's own shares as
a pledge. According to the proposal, the total number of the shares purchased
shall not exceed 10 percent of all shares of the Company and they can be
purchased otherwise than in proportion to the shareholdings of the
shareholders. The shares shall be purchased through public trading. The
authorization includes that the Board of Directors may decide the terms and
other matters concerning the purchase of own shares. The authorization is
effective until the next Annual General Meeting.
The Annual General Meeting authorized the Board of Directors to give new shares
or convey company's own shares. The authorization would be executed by one or
more share issues, maximum total amount being 3.000.000 shares. The
authorization includes a right to deviate from the shareholders' pre-emptive
right of subscription. The authorization includes that the Board of Directors
may decide the terms and other matters concerning the share issue. The
authorization is effective until March 31, 2013. This authorization does not
overrule earlier given authorizations by the Annual General Meeting.
BOARD OF DIRECTORS AND AUDITORS
Six members were elected to the Board of Directors. Ali Saadetdin, Seppo Aalto,
Markku Pietilä, Sirpa Sara-aho and Jukka Sonninen continued as members of the
board. Matti Roininen was elected as a new member of the Board. The Board
elected Ali Saadetdin to act as the Chairman of the Board.
KPMG Oy Ab, Authorized Public Accountants, was re-elected as Solteq's auditors.
Frans Kärki, APA, acted as the chief auditor.
EVENTS AFTER THE REVIEW PERIOD
No events have occurred that require reporting after the review period.
RISKS AND UNCERTAINITIES
The key uncertainties and risks in short term are related to the timing and
pricing of business deals that are the basis for revenue, changes in the level
of costs and the company's ability to manage extensive contract agreements and
deliveries.
The key business risks and uncertainties of the company are monitored
constantly as a part of the board of directors' and management team's duties.
The company has not organized a separate internal audit organization or
committee.
PROSPECTS
For 2013, we estimate our turnover to be approx. 40-43 million EUR the level of
EBIT approx. 6-9 %.
PROPOSAL OF THE BOARD OF DIRECTORS ON THE DISPOSAL OF PROFIT FOR THE FINANCIAL
YEAR
At the end of the financial period 2012 , the distributable equity of the
Group's parent company is 8 357 854,99 euros.
The Solteq Plc Board proposes to the Annual General Meeting that a dividend of
EUR 0.04 per share will be paid for each share. In view of the current number
of the shares, this would mean the distribution of approx. 600 thousand euros
to the shareholders.
In addition to this is proposed that the Board be authorised, on the basis of
Chapter 13, Section 6, Sub-section 2 of the Finnish Companies Act, to decide on
the distribution of a dividend amounting to a maximum of EUR 0.04 per share or
of other assets from the distributable equity reserve, as well as decide on the
timing and other details concerning the possible distribution. In view of the
current number of the shares, this would mean the distribution of approx. 600
thousand euros to the shareholders (in the Annual General Meeting 2012 the
Board got an authorisation for a dividend, or other assets from the
distributable equity reserve amounting to a maximum of EUR 0.05. The Board
decided, based on this authorisation, on 26.9.2012 on a distribution of EUR
0.03).
The liquidity of the company is good, and in the Board's estimation the
proposed distribution of dividends or other assets will not endanger the
company's financial standing.
Financial Reporting
This interim report has been prepared in accordance with the recognition and
measurement principles of IFRS-standards as is Financial Statements 2011.
The financial result is reported through three business areas: Grocery and
special retail, HoReCa; Wholesale Trade, Logistics and Services and Service
Business and Maintenance Management.
The most essential product and service types of the Solteq group of companies
are software services, licenses and hardware sales.
All forecasts and estimates presented in the interim report are based on the
current views of management on the economic environment and outlook. Because of
this, the results can differ as a result of, among other factors, changes in
economy, markets and competitive conditions, changes in the regulatory
environment and other government actions.
The financial statements bulletin is audited. Balance sheet figures presented
in the bulleting are based on the company's audited financial statements. The
Auditor's Report was provided on 14/2/2013.
FINANCIAL INFORMATION
GROUP PROFIT AND LOSS ACCOUNT
(TEUR)
1.10.- 1.10.- 1.1.- 1.1.-
31.12.2012 31.12.2011 31.12.2012 31.12.2011
NET TURNOVER 11 205 7 652 39 016 27 144
Other operating
income 0 6 900 15
Raw materials and
services -3 003 -2 102 -10 369 -6 383
Staff expenses -5 426 -3 720 -19 304 -14 165
Depreciation and impairments -280 -136 -1 126 -750
Other operating
expenses -1 617 -1 232 -6 386 -4 408
OPERATING RESULT 878 468 2 731 1 453
Financial income and
expenses -37 -35 -298 -174
RESULT BEFORE TAXES 841 433 2 433 1 280
Income taxes -221 -151 -735 -383
RESULT FOR THE PERIOD
619 282 1 697 897
OTHER ITEMS OF TOTAL COMPREHENSIVE INCOME
Cash flow hedging -8 0 -45 8
Other items of total comprehensive income
after taxes -6 0 -34 6
TOTAL COMPREHENSIVE INCOME
613 282 1 663 903
Total profit for the period attributable to
Owners of the parent 619 282 1 697 897
Total comprehensive income attributable to
Owners of the parent 613 282 1 663 903
Earnings / share,
e(undiluted) 0,04 0,03 0,12 0,08
Earnings / share,
e(diluted) 0,04 0,03 0,12 0,08
Taxes corresponding to the result have been presented as taxes
for the period.
GROUP BALANCE SHEET (TEUR) 31.12.2012 31.12.2011
ASSETS
NON-CURRENT ASSETS
Intangible assets
Intangible rights 3 590 1 780
Goodwill 12 728 6 199
Tangible assets 942 2 264
Investments
Other shares and similar
rights of ownership 538 524
Deferred tax
assets 0 280
Trade receivables 63 67
Total non-current
assets 17 861 11 114
CURRENT ASSETS
Inventories 126 0
Short-term debtors 7 867 5 983
Cash and cash equivalents 1 242 277
Total current
assets 9 235 6 260
TOTAL ASSETS 27 096 17 374
EQUITY AND LIABILITIES
CAPITAL AND RESERVES ATTRIBUTABLE TO THE SHAREHOLDERS
OF THE PARENT COMPANY
Share capital 1 009 1 009
Company's own shares -933 -835
Share premium account 75 75
Account for cash flow
hedging -49 -14
Unrestricted equity
fund 6 368 3 801
Retained earnings 1 910 1 012
Result for the
financial period 1 697 897
Total equity 10 077 5 945
Non-current liabilities
Deferred tax liabilities 1 048 0
Other non-current liabilities 4 827 1 948
Current liabilities 11 144 9 481
Total liabilities 17 019 11 429
TOTAL EQUITY AND
LIABILITIES 27 096 17 374
FINANCIAL PERFORMANCE 2012 2011 2010 2009 2008
INDICATORS (IFRS)
Net turnover MEUR 39,0 27,1 27,0 28,6 30,4
Change in net turnover 43,7 % 0,5 % -5,4 % -6,0 % 8,8 %
Operating result MEUR 2,7 1,5 -4,3 1,5 1,5
% of turnover 7,0 % 5,4 % -16,0 % 5,1 % 4,8 %
Result before taxes MEUR 2,4 1,3 -4,5 1,3 1,1
% of turnover 6,2 % 4,7 % -16,6 % 4,7 % 3,7 %
Equity ratio, % 37,2 34,2 30,6 47,2 43,6
Gearing, % 51,5 % 65,4 % 132,8 % 66,7 % 58,5 %
Gross investments in
non-current assets MEUR 7,4 0,5 0,2 0,7 0,9
Return on equity, % 21,2 % 16,0 % -48,7 % 9,6 % 9,0 %
Return on investment, % 20,8 % 13,1 % -29,3 % 9,1 % 9,0 %
Personnel at end of
period 288 212 220 235 268
Personnel average
for period 270 211 233 240 266
KEY INDICATORS PER SHARE
Earnings / share, e 0,12 0,08 -0,32 0,08 0,07
Earnings / share,
e(diluted) 0,12 0,08 -0,32 0,08 0,07
Equity / share, e 0,67 0,52 0,45 0,84 0,80
SEGMENT INFORMATION
Turnover by segment:
Me 1-12/12 1-12/11 Change
Grocery and special retail, HoReCa 17,0 9,3 +7,7
Wholesale trade, Logistics and
Services 16,9 11,5 +5,4
Service Business and
Maintenance Management 5,1 6,3 -1,2
Total 39,0 27,1 11,9
Operating result by segment:
Me 1-12/12 1-12/11 Change
Grocery and special retail, HoReCa 0,7 0,8 -0,1
Wholesale trade, Logistics and
Services 2,3 0,9 +1,4
Service Business and
Maintenance Management -0,3 -0,2 -0,1
Total 2,7 1,5 +1,2
QUARTERLY KEY INDICATORS (MEUR)
1Q/11 2Q/11 3Q/11 4Q/11
Net turnover 6,85 7,32 5,32 7,65
Operating result 0,37 0,32 0,29 0,47
Result before taxes 0,32 0,27 0,26 0,43
1Q/12 2Q/12 3Q/12 4Q/12
Net turnover 8,85 10,4 8,52 11,21
Operating result 0,95 0,39 0,51 0,88
Result before taxes 0,84 0,32 0,44 0,84
CASH FLOW STATEMENT (MEUR)
1-12/2012 1-12/2011
Cash flow from business
operations 2,28 3,78
Cash flow from capital
expenditure -5,95 -0,47
Cash flow from financing activities
Own shares -0,10 -0,22
Return of equity (paid) -0,45 0,00
Directed issue 3,02 0,00
Loan agreements 2,17 -2,94
Cash flow from financing
activities 4,64 -3,16
Change in cash and cash
equivalents 0,97 0,15
TOTAL INVESTMENTS (TEUR)
1-12/2012 1-12/2011
Continuing operations,
group total 7 439 471
Company cars procurement policy has been changed in 2011.
New purchases have been recorded in the balance sheet.
LIABILITIES (MEUR) 31.12.2012 31.12.2011
Company quorantee for
credit limits 10,00 2,28
Lease contracts, machinery &
equipment 0,10 0,23
Lease liability,
premises 4,08 1,42
Pledged shares 0,00 1,59
DISTRIBUTION OF HOLDINGS BY SECTOR DECEMBER 31, 2012
Number of Shares and votes holdings % Number
Private companies 73 18,2 % 2 728 911
Financial an insurance institutions 8 0,4 % 53 341
Public-sector organizations 3 17,7 % 2 658 719
Households 1 708 63,7 % 9 548 089
Non-profit organizations 5 0,0 % 4 381
Foreigners 7 0,0 % 4 620
Total 1 804 100,0 % 14 998 061
Total of Nominee-registered 7 0,1 % 20 047
DISTRIBUTION BY NUMBER OS SHARES DECEMBER 31,2012
Number of Shares and votes
Number of shares holdings % Number
1 - 100 336 0,2 % 25 610
101 - 1 000 1 005 3,3 % 490 452
1 001 - 10 000 389 8,4 % 1 266 298
10 001 - 100 000 62 11,3 % 1 693 543
100 001 - 1 000 000 8 17,8 % 2 668 757
1 000 000 - 4 59,0 % 8 853 401
Total 1 804 100,0 % 14 998 061
Total of nominee-registered 7 0,1 % 20 047
MAJOR SHAREHOLDERS DECEMBER 31, 2012
Shares and votes
Number %
1. Saadetdin Ali 3 481 383 23,2
2. Eläke-Fennia Keskinäinen vakuutusyhtiö 2 000 000 13,3
3. Profiz Business Solution Oyj 1 709 812 11,4
4. Aalto Seppo 1 662 206 11,1
5. Keskinäinen Työeläkevakuutusyhtiö Varma 644 917 4,3
6. Pirhonen Jalo 513 380 3,4
7. Solteq Management Oy 400 000 2,7
8. Roininen Matti 353 200 2,4
9. Solteg Management Team Oy 350 000 2,3
10. Saadetdin Katiye 156 600 1,0
10 largest shareholders total 11 271 498 75,2 %
Total of nominee-registered 20 047 0,1 %
Others 3 706 516 24,7 %
Total 14 998 061 100,0 %
STATEMENT OF CHANGES IN GROUP EQUITY (TEUR)
A=Share capital
B=Company's own shares
C=Share premium account
D=Account for cash flow hedging
E=Unrestricted equity fund
F=Retained earnings
G=Total
A B C D E F G
EQUITY 1.1.2011 1 009 -618 75 -20 7 213 -2 400 5 259
Total comprehensive income 6 897 903
Acquiring of own shares -217 -217
Covering the losses -3 413 3 413 0
EQUITY 31.12.2011 1 009 -835 75 -14 3 800 1 910 5 945
EQUITY 1.1.2012 1 009 -835 75 -14 3 800 1 910 5 945
Total comprehensive income -34 1 697 1 663
Acquiring of own shares -99 -99
Directed issue 3 017 3 017
Distribution of equity -449 -449
EQUITY 31.12.2012 1 009 -933 75 -49 6 368 3 607 10 077
CALCULATION OF FINANCIAL RATIOS
Solvency ratio, in percentage
equity x 100
----------------------------------
balance sheet total - advances received
Gearing
interest bearing liabilities - cash,
bank balances and securities X 100
-------------------------------------------
equity
Return on Equity (ROE) in percentage
profit or loss before taxation - taxes x 100
----------------------------------------
equity
Profit from invested equity in percentage
profit or loss before taxation +
interest expenses and other financing expenses x 100
----------------------------------------
balance sheet total - non-interest bearing
liabilities
Earnings per share
pre-tax result - taxes
+/- minority interest
------------------------------------
diluted average share issue
corrected number of shares
Diluted earnings per share
diluted profit before taxation -
taxes +/- minority interest
-----------------------------------------------
diluted average share issue
corrected number of shares
Equity per share
equity
-----------------------
number of shares
ACQUISITIONSSolteq Retail Ltd (Aldata Solution Finland Ltd)
On 22 March 2012, Solteq acquired the entire capital stock of Aldata Solutions
Plc's daughter company responsible for operations in Finland, Aldata Solution
Finland Ltd. As a result of the corporate acquisition, Aldata Solution Finland
Ltd became a daughter company entirely owned by Solteq Plc, and as of
30.3.2012, its trade name is registered as Solteq Retail Ltd.
The company offers software and related services to the retail industry. Its
range of software is comprised of the Company's own software, whose product
development is in Finland, and mediation products. Mediation products are
order-supply chain management and optimisation products owned by the Aldata
Group, which are offered in connection with the corporate acquisition based on
agreed licence and distribution contracts, and Microsoft's ERP systems. At the
end of 2011, Aldata Solution Finland Ltd had 77 employees. The company was
merged into the Solteq Group from 1.3.2012.
The Group had no business acquisitions during financial year 2011.
The impact of the acquired company on Solteq Group
--------------------------------------------------------------------------------
-
Aggregate figures for the acquisition 1-12/2012
--------------------------------------------------------------------------------
thousand EUR
Purchase price
Fixed price, paid 8 301
Total 8 301
Price allocation
Share capital 400
Distributable equity reserve 1 616
Share premium reserve 375
Retained earnings -2 390
Total 1
Remaining 8 300
Intangible rights, technology 1 736
Intangible rights, customerships 608
Deferred tax -574
Goodwill 6 529
Total 8 300
The goodwill value from the acquisition includes assets which are not separable,
such as synergy advantages, skilful personnel, market share and access to the
new markets.
Adjustments of the fair value to the other intangible assets reflect
the value of Solteq Retail's customerships and technology.
Acquisition related costs
Other operating expenses 611
Total 611
Impact on the Solteq Group's comprehensive income 1-12/2012
statement
--------------------------------------------------------------------------------
Revenue* 9.574
Operating profit* 852
*The amount of the revenue and the operating profit from acquisition date to the
end of the reporting period. The acquired company is consolidated into the
Solteq Group as of 1.3.2012
The revenue and the operating profit of the acquired company as the acquisition
had taken place at the first day of the reporting period are not presented ,
because many significant pre-acquisition arrangements were performed in January
and February 2012.
Impact on the Solteq Group's number of personnel 75
--------------------------------------------------------------------------------
Impact on the Solteq Group's assets and liabilities 31.12.2012
--------------------------------------------------------------------------------
Intangible assets 14
Tangible assets 40
Non-current assets, total 54
Trade and other receivables 1.180
Cash and cash equivalents 242
Current assets, total 1.422
Assets total 1.476
Financial liabilities -565
Current liabilities total -565
Net identifiable assets and liabilities 911
Purchase price of the acquisition 8 301
Intangible rights, technology * 1 502
Intangible rights, customerships * 545
Goodwill 6 529
Deferred tax liabilities -501
Consideration paid, satisfied in cash 22.3.2012 8 301
Cash acquired 542
Net cash outflow 7 759
The company acquired during the reporting period is consolidated 100%
into the Solteq Group as of the first day of the month when acquired.
*Depreciations of the intangible rights during the reporting period are
94 thousand euros (technology) and 25 thousand euros (customerships)
Financial Reporting
Solteq's Annual Report including audited financial statements for the year 2012
were published in the company's web site on 15/2/2013. The company does not
publish a printed Annual Report.
Solteq Plc's financial information bulletins in 2013 have been scheduled as
follows:
- Interim Report 1-3/2013 on Wednesday April 24, 2013 at 9 am
- Interim Report 1-6/2013 on Wednesday July 17, 2013 at 9 am
- Interim Report 1-9/2013 on Friday October 18, 2013 at 9 am
More investor information is available from Solteq's website at www.solteq.com
Additional information:
CEO Repe Harmanen,
Tel +358 400 467 717,
E-mail repe.harmanen@solteq.com
CFO Antti Kärkkäinen
Tel +358 20 1444 393 or +358 40 8444 393,
E-mail antti.karkkainen@solteq.com
Distribution:
NASDAQ OMX Helsinki
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