2013-02-14 07:30:00 CET
2013-02-14 07:30:09 CET
REGULATED INFORMATION
Trainer's House Oyj - Financial Statement Release
TRAINERS' HOUSE GROUP'S FINANCIAL STATEMENTS BULLETIN FOR 1 JANUARY – 31 DECEMBER 2012
Espoo, 2013-02-14 07:30 CET (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, FINANCIAL
STATEMENTS BULLETIN, 14 FEBRUARY 2013 AT 8:30
Trainers' House achieved reasonable profitability in a difficult market
situation
January-December 2012 in brief (the figures are figures for the company's
continuing operations)
-- Net sales amounted to EUR 13.3 million (EUR 15.7 million).
-- Operating profit (EBIT) before non-recurring items and depreciation
resulting from the allocation of acquisition cost was EUR 1.2 million (EUR
1.6 million), or 8.9% of net sales (10.1%).
-- Operating profit was EUR -0.1 million, or -0.7% of net sales (EUR -16.7
million, -106.8%).
-- Cash flow from operating activities was EUR 0.6 million (EUR 0.9 million).
-- Earnings per share were EUR -0.00 (EUR -0.28).
October - December 2012 in brief (the figures are figures for the company's
continuing operations)
-- Net sales amounted to EUR 3.4 million (EUR 3.8 million).
-- Operating profit (EBIT) before non-recurring items and depreciation
resulting from the allocation of acquisition cost was EUR 0.5 million (EUR
0.2 million), or 13.4% of net sales (4.4%).
-- Operating profit was EUR 0.3 million, or 9.4% of net sales (EUR -16.9
million, -446.3%).
-- Cash flow from operating activities was EUR 0.3 million (EUR 0.3 million).
-- Earnings per share were EUR 0.00 (EUR -0.27).
Key figures at the end of 2012
-- Liquid assets totalled EUR 1.5 million (EUR 3.3 million).
-- Interest-bearing liabilities amounted to EUR 5.2 million (EUR 8.7 million),
and interest-bearing net debt totalled EUR 3.7 million (EUR 5.4 million).
-- Net gearing was 22.5% (32.4%).
-- Equity-to-assets ratio was 62.0% (53,6%).
OUTLOOK FOR 2013
Trainers' House estimates that the 2013 net sales will fall below the 2012
level and that operating profit (EBIT) before non-recurring items and
depreciation resulting from the allocation of acquisition cost will be at
approximately the same level as in 2012.
REPORT OF ARTO HEIMONEN, CEO
”The necessary eventually becomes inevitable”
The core competencies of Trainers' House's business are on a steady footing,
providing a good basis for building the company's next phase.The feedback
received by the company for more than 300 client work quality audits is
excellent.In the current transition phase of the training industry, particular
demand exists for services that are connected with implementing successful
change management processes for clients.
The market has been difficult for several years.The net sales for the year
under review decreased compared with 2011.This was partly due to the
restructuring measures implemented by the company in September, as a result of
which the SaaS business was transferred to a new company.The restructuring is
expected to improve the company's profitability in the future.As a result of
the continued streamlining measures carried out in the company, the reduction
in net sales did not have a significant effect on profitability.
Trainers' House will continue with the development and delivery of the Pulssi
(Pulse) management tool and the Lähde (Source) system for the management of
prospecting and initial customer contact.The company's task is to help people
grow by supporting everyday leadership.This means analysing a client's current
situation and on the basis of this analysis, clarifying the company's or
organisation's business strategy, story, or a story that supports sales
efforts.The company also helps its clients improve the effectiveness of
different encounters, such as management or sales.
Trainers' House has created a simple methodology by making the necessary
eventually inevitable.An example of this is the Pulssi management tool renewed
by the company, which enables the monitoring of changes in activities almost in
real time.A Trainers' House client using Pulssi knows whether the personnel
started doing the agreed things and whether critical changes in behaviour take
place in the daily work.The follow-up improves the quality of management and
individuals receive meaningful feedback. Transparency allows people to learn
from each other and the quality of activities improves faster.
There is a need for successful change management:measurable results and lasting
changes in activities are business-oriented goals that Trainers' House is
committed to.
For more information, please contact:
Arto Heimonen, CEO, +358 40 412 3456
Mirkka Vikström, CFO, +358 50 376 1115
REVIEW OF OPERATIONS
Market situation remained challenging during the year under review, which was
reflected in the year's net sales and result. The volume of new orders
decreased compared with 2011, but because of high quality redemption work and
delivery reliability, the order flow remained steady nevertheless.
The starting point for the change projects is a situation prevailing in the
customer organisation, which is used as a basis for setting realistic targets
for the desired results and the changes in activities required by these. To
support the change, an internal coach network is set up, when needed, to
continue to anchor the change in the organisation.
The change projects executed by Trainers' House are usually connected with
clarifying our customers' business strategies; marketing the strategies; and
implementing them by spurring sales, by enhancing customer service (for
example, through service design), and by developing the work of leaders and
supervisors along with the skills of their subordinates. Managing work capacity
through physical and mental coaching holds an important role in an increasing
number of customer projects.
The results of client projects are verified by auditing clients' everyday work
and by bringing in management systems to help monitor the activities and
results.
During the third quarter of 2012, Trainers' House Plc's subsidiary Trainers'
House Growth System Corporation signed an agreement concerning a transaction
whereby the business operations connected with Trainers' House's management
systems and the construction of online solutions were transferred to a new
company. Trainers' House owns 19.9% of the new company. The remainder of the
company is owned by the new company's key personnel.
The new company operates under the name Cloudriven. Five of Trainers' House
Growth System Corporation's employees transferred to Cloudriven as part of the
arrangement. The SaaS products connected with the training business remained
with Trainers' House, and Trainers' House will continue with their development
in cooperation with Cloudriven and other actors. In the same connection, the
parties also signed a partnership agreement concerning the distribution of the
products and deployment services.
FINANCIAL PERFORMANCE
Net sales development in the last quarter of the financial year was weaker than
in previous year. However, operating profit before non-recurring items and
depreciation resulting from the allocation of acquisition costs clearly
improved year-on-year. Because of the weak operative result of the second and
third quarters, profitability in the reporting period nevertheless remained at
the previous year's level.
Net sales from continuing operations during the period under review came to EUR
13.3 million ((EUR 15.7 million). Operating profit from continuing operations
before depreciation resulting from the allocation of the acquisition cost of
Trainers' House Oy and non-recurring items was EUR 1.2 million, or 8.9% of net
sales ((EUR 1.6 million, 10.1%). Profit for the period was EUR -0.2 million, or
-1.8% of net sales (EUR -18.4 million, or -117.3%).
Result
The comparative figures used for reporting on operating profit include the
operating profit reported as well as operating profit before depreciation of
allocated acquisition costs related to the acquisition of Trainers' House Oy
and non-recurring items (i.e., operating profit, EBIT). According to the
company's management, these figures provide a more accurate view of company
productivity.
The following table itemises the Group's key figures (in thousands of euros
unless otherwise noted):
2012 2011
Net sales 13,302 15,658
Expenses:
Personnel-related expenses -6,696 -7,399
Other expenses -5,101 -6,174
EBITDA 1,506 2,086
Depreciation of non-current assets -324 -507
Operating profit before depreciation 1,182 1,578
of acquisition cost
% of net sales 8.9 10.1
Depreciation of allocation of -1,365 -1,638
acquisition cost *)
Operating profit before non-recurring -183 -60
items
Non-recurring items **) 92 -16,671
EBIT -91 -16,731
% of net sales -0.7 -106.8
Financial income and expenses -303 -833
Profit/loss before tax -394 -17,564
Tax ***) 151 -798
Profit/loss for the period -243 -18,362
% of net sales -1.8 -117.3
*) EUR 10.2 million of the acquisition cost of Trainers' House Oy in 2007 has
been allocated in intangible assets with a limited useful life. This item has
been wholly depreciated over a period of five years.
**) Non-recurring items in 2012 include capital gains from the SaaS divestment
of EUR 0.1 million. Non-recurring items in 2011 include a write-down in the
Group's goodwill in the amount of EUR 16.7 million.
***) The tax included in the profit and loss account is deferred. Taxes
recognised in the income statement have no effect on cash flow. On 31 December
2012, the company's balance sheet included deferred tax assets from losses
carried forward in the amount of EUR 0.4 million. Of the deferred tax assets,
EUR 0.3 million will expire in 2019 and EUR 0.1 million in 2021.
The following table itemises distribution of net sales from continuing
operations and shows the quarterly profit/loss from the start of 2011, in
thousands of euros.
Q111 Q211 Q311 Q411 2011 Q112 Q212 Q312 Q412 2012
-----------------------------------------------------------------------------
Net sales 4420 4636 2812 3790 15658 3901 3536 2485 3381 13302
-----------------------------------------------------------------------------
Operating 653 884 -124 165 1578 549 200 -20 453 1182
profit
before
depreciation
of
acquisition
cost *)
-----------------------------------------------------------------------------
Operating 244 475 -533 -16915 -16731 140 -210 -338 317 -91
profit
-----------------------------------------------------------------------------
*) excluding non-recurring items
BOARD'S PROPOSAL CONCERNING DISTRIBUTABLE ASSETS
According to the financial statement as of 31 December 2012, the parent
company's distributable assets amount to EUR -0.8 million.The Board of
Directors will propose to the Annual General Meeting to be held on 19 March
2013 that the company's premium fund be decreased by EUR 0.8 million to offset
the parent company's losses.Before the offsetting of losses, the parent
company's premium fund amounts to EUR 5.4 million.The Board of Directors will
propose to the Annual General Meeting that no dividend be paid for 2012.
LONG-TERM OBJECTIVES
The company's long-term objective is profitable growth.
FINANCING, INVESTMENTS, AND SOLVENCY
In connection with the merger of Trainers' House Oy and Satama Interactive Plc,
the company concluded a loan agreement in the amount of EUR 40 million. At the
end of the reporting period, the company had loans related to this new loan
agreement negotiated in late 2011 in an amount of EUR 4.9 million.
In May 2012, AtBusiness Oy repaid a loan in the amount of EUR 1.2 million
invested by Trainers' House Growth System Corporation in a company incorporated
in connection with the divestment in 2010 of the IT project business.
Hybrid bond
On 15 January 2010, Trainers' House Plc issued an EUR 5.0 million domestic
hybrid bond. Interest of EUR 1.0 million related to the hybrid bond was
recognised in shareholders' equity.
According to the terms of the hybrid bond, the company has the right to decide,
subject to certain limitations specified in the terms, either to pay the
interest on the hybrid bond annually or to postpone these payments. Interest in
the amount of EUR 0.5 million has been paid to the subscribers on 21 January
2011 and EUR 0.5 million on 20 January 2012. The interest paid reduces the
non-restricted equity and is not recognised as income.
In accordance with its stock exchange release dated 17 December 2012, Trainers'
House has decided to defer interest payments on the hybrid loan for the time
being. The purpose of the deferment of interest payments is to strengthen the
company's financial position and to ensure that the company fulfils the terms
of its loan agreement. According to the terms of the hybrid bond, the company
must pay the deferred interest and any interest accrued on it by the latest if,
for example, the company pays dividends in excess of the minimum dividend
stipulated in the Companies Act, or otherwise distributes equity to its
shareholders. The company aims to refinance the hybrid bond in its entirety in
the medium term.
Cash flow and financing
Cash from operating activities before financial items totalled EUR 1.4 million
(EUR 2.0 million) and after these, EUR 0.6 million (EUR 0.9 million).
Cash from investments totalled EUR 1.2 million in 2012 (there were no
investments in 2011). Cash flow from financing came to EUR -3.5 million (EUR
-1.3 million).
Total cash flow amounted to EUR -1.8 million (EUR -0.4 million).
On 31 December 2012, the Group's liquid assets totalled EUR 1.5 million (EUR
3.3 million). The equity ratio was 62.0 % (53,6%). Net gearing was 22.5%
(32,4%). At the end of the reporting period, the Group had interest-bearing
liabilities in the amount of EUR 5.2 million (EUR 8.7 million).
Financial risks
Interest rate risk is managed by covering some of the risk with hedging
agreements. A bad-debt provision, which is booked on the basis of ageing and
case-specific risk analyses, covers risks to accounts receivable.
SHORT-TERM BUSINESS RISKS AND FACTORS OF UNCERTAINTY
Risks in the company's operating environment have remained unchanged. On
account of the project-based nature of the company's operations, the order life
cycle is short, which makes it more difficult to estimate future developments.
Because of the overall economic situation, long-term trends remain unclear.
Short-term risks
The Group's goodwill and deferred tax assets recognised in the balance sheet
were re‑tested for impairment at the end of the year. No goodwill write-downs
were judged necessary from the results of this impairment testing.
If the company's profitability should fail to develop as predicted, or if
external factors beyond the company's control, such as interest rates, should
change significantly, there is a risk that some of the Group's goodwill may
have to be written down. Such a write-down would not affect the company's cash
flow.
At the end of the period under review, Trainers' House Plc's balance sheet
included deferred tax assets from losses carried forward in the amount of EUR
0.4 million. Of the deferred tax assets, EUR 0.3 million will expire in 2019
and EUR 0.1 million in 2021.
The company's new loan agreement, under which there were loans in an amount of
EUR 4.9 million at the end of the reporting period, includes standard
covenants, including one concerning the ratio of net debt to EBITDA.
If the company's profitability should fail to develop as expected, there would
be a risk of the company being unable to fulfil the covenants, which would
increase financial expenses.
Risks are discussed in more detail in the annual report and on the company's
Web site, at www.trainershouse.fi > Investors.
PERSONNEL
At the end of 2012, the Group employed 108 (125) people.
DECISIONS REACHED AT THE ANNUAL GENERAL MEETING
The Annual General Meeting of Trainers' House Plc was held on 21 March 2012 in
Espoo.
The Annual General Meeting adopted the company's financial statements for 2011
and discharged the members of the Board of Directors and the CEO from liability
for the period 1 January to 31 December 2011.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided that no dividend be paid for the 2011 financial year and that
the company's premium fund be decreased by EUR 8,865,877.29 to cover the parent
company's losses.
It was confirmed that the Board of Directors consists of five (5) members.
Aarne Aktan, Jarmo Hyökyvaara, Tarja Jussila, Jari Sarasvuo and Kai Seikku were
re-elected as members of the Board of Directors. The Annual General Meeting
decided on a monthly emolument for a Board member of EUR 1,500 and of EUR 3,500
for the chairman of the Board.
Authorized Public Accountants Ernst & Young Oy were elected as the
company's auditors.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided on the granting of option‐rights to the key employees of the
company and its subsidiaries. The number ofoption rights granted shall not
exceed 5,000,000, and the option rights shall entitle their holders to
subscribe for no more than 5,000,000 new shares or treasury shares in total.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided to authorise the Board of Directors to decide on a share issue,
on transfer of own shares and on the granting of special rights entitling to
shares, on one or several occasions. The number of shares to be granted or
transferred on the basis of the authorisation may not exceed 13,000.000 shares.
A share issue, transfer of own shares and the granting of other special rights
entitling to shares may take place in deviation of the shareholders'
pre-emptive subscription rights (a private placement). The authorisation is
valid until 30 June 2015.
In its assembly meeting held after the AGM, the Board of Directors elected
Aarne Aktan as the Chairman of the Board.
SHARES AND SHARE CAPITAL
The shares of Trainers' House Plc are listed on NASDAQ OMX Helsinki Ltd under
the symbol TRH1V.
At the end of the period under review, Trainers' House Plc had issued
68,016,704 shares and the company's registered share capital amounted to EUR
880,743.59. No changes took place in the share capital or number of shares
during the period under review.
Share performance and trading
In the period under review, 5.9 million shares in total, or 8.7% of the average
number of all company shares (9.5 million shares, or 14.0%), were traded on the
Helsinki stock exchange, for a value of EUR 0.8 million (EUR 2.6 million) The
period's highest share quotation was EUR 0.22 (EUR 0.36), the lowest EUR 0.09
(EUR 0.17) and the closing price EUR 0.10 (EUR 0.18). The weighted average
price was EUR 0.14 (EUR 0.27). With the closing price for 31 December 2012, the
company's market capitalisation was EUR 6.8 million (EUR 12.2 million).
PERSONNEL OPTION PROGRAMMES
Trainers' House Plc has two option programmes for its personnel, included in
the personnel's commitment and incentive scheme.
The Annual General Meeting held on 25 March 2010 decided to commence an
employee option programme for key employees in Trainers' House and its
subsidiaries.
The number of option rights granted shall not exceed 5,000,000, and the option
rights shall entitle their holders to subscribe no more than 5,000,000 new
shares or treasury shares in total. The subscription price for the 2010A
warrant is EUR 0.46 and for the 2010B warrant, EUR 0.29. The subscription
period for shares converted ‐under the warrant 2010A is from 1 September 2011
to 31 December 2012, and for shares converted under the 2010B warrant from 1
September 2012 to 31 December 2013. No shares have been subscribed under the
warrants. The total number of warrants granted to the personnel is 1.8 million.
A total cost of EUR 0.03 million has been expensed for the 2012 financial year.
The Annual General Meeting held on 21 March 2012 decided to initiate an
employee option programme for key employees in Trainers' House and its
subsidiaries.
The number of option rights granted shall not exceed 5,000,000, and the option
rights shall entitle their holders to subscribe no more than 5,000,000 new
shares or treasury shares in total. Of the warrants, 3,000,000 will be titled
2012A and 2,000,000 will be titled 2012B. The subscription price for the
warrants is EUR 0.16. The subscription period for shares converted under the
warrant 2012A is from 1 September 2013 to 31 December 2014, and for shares
converted under the warrant 2012B from 1 September 2014 to 31 December 2015.
The options have not yet been offered.
CONDENSED FINANCIAL STATEMENTS AND NOTES
The interim report was compiled in accordance with the IAS 34 standard. This
interim report has been prepared in accordance with the IFRS standards and
interpretations adopted in the EU, valid on 31 December 2012.
In producing this interim report, Trainers' House has applied the same
accounting principles for key figures as in its 2011 financial statements. The
calculation of key figures is described on page 94 of the financial statements
included in the Annual Report 2011.
The full-year figures given in the financial statements bulletin are audited.
INCOME STATEMENT, IFRS (kEUR)
Group Group Group Group
01/10- 01/10- 01/01- 01/01-
31/12/12 31/12/11 31/12/12 31/12/11
CONTINUING OPERATIONS
NET SALES 3,381 3,790 13,302 15,658
Other income from operations 184 168 797 648
Costs:
Materials and services 193 580 1,562 2,278
Personnel-relatedexpenses 1,735 1,894 6,696 7,399
Depreciation 211 523 1,689 2,145
Impairment 16,671 16,671
Other operating expenses 1,109 1,206 4,244 4,544
Operating profit/loss 317 -16,915 -91 -16,731
Financial income and expenses -192 -480 -303 -833
Profit/loss before tax 125 -17,395 -394 -17,564
Tax *) -20 -803 151 -798
PROFIT/LOSS FOR THE PERIOD 105 -18,199 -243 -18,362
Other comprehensive income:
Cash flow hedges 50 174
Income tax relating to -13 -45
components of other
comprehensive income
Other comprehensive income 37 129
for the year, net of tax
TOTAL COMPREHENSIVE 105 -18,162 -243 -18,233
INCOME FOR THE YEAR
Profit/loss attributable to:
Owners of the parent company 105 -18,199 -243 -18,362
Total comprehensive income
attributable to:
Owners of the parent company 105 -18,162 -243 -18,233
Earnings per share, undiluted:
EPS result for the period from 0.00 -0.27 -0.00 -0.27
continuing operations
EPS attributable to hybrid -0.01 -0.00 -0.01
bond investors
EPS continuing operations 0.00 -0.27 -0.00 -0.28
EPS attributable to equity 0.00 -0.27 -0.00 -0.28
holders of the parent company
EPS result for the period 0.00 -0.27 -0.00 -0.27
Diluted earnings per share are the same as undiluted earning per share.
*) The tax included in the income statement is deferred.
BALANCE SHEET IFRS (kEUR)
Group Group
31/12/12 31/12/11
ASSETS
Non-current assets
Property, plant and equipment 380 594
Goodwill 9,135 9,135
Other intangible assets 9,710 11,107
Other financial assets 202 202
Other receivables 1,490 1,607
Deferred tax receivables 382 579
Total non-current assets 21,299 23,224
Current assets
Inventories 10 11
Accounts receivables and 3,776 4,510
other receivables
Cash and cash equivalents 1,520 3,280
Total current assets 5,306 7,800
TOTAL ASSETS 26,605 31,025
SHAREHOLDERS' EQUITY AND
LIABILITIES
Equity attributable to equity
holders of the parent company
Share capital 881 881
Premium fund 5,077 13,943
Distributable non-restricted 31,872 31,872
equity fund
Other equity fund 4,962 4,962
Retained earnings -26,397 -35,031
Total shareholders' equity 16,394 16,627
Long-term liabilities
Deferred tax liabilities 2,507 2,862
Other long-term liabilities 3,074 6,468
Accounts payable and other 4,629 5,068
liabilities
Total liabilities 10,211 14,398
TOTAL SHAREHOLDERS' EQUITY AND 26,605 31,025
LIABILITIES
CASH FLOW STATEMENT, IFRS (kEUR) Group Group
01/01- 01/01-
31/12/12 31/12/11
Profit/loss for the period -243 -18,362
Adjustments to profit/loss 1,726 20,552
for the period
Change in working capital -100 -142
Financial items -774 -1,192
Cash flow from operations 608 856
Investments in tangible and -49
intangible assets
Repayment of loan receivables 1,200
Cash flow from investments 1,152
Withdrawal of long-term loans 9,300
Repayment of long-term loans -3,297 -10,296
Repayment of finance lease -223 -265
liabilities
Cash flow from financing -3,520 -1,261
Change in cash and cash -1,760 -405
equivalents
Opening balance of cash and 3,280 3,686
cash equivalents
Closing balance of cash and 1,520 3,280
cash equivalents
CHANGE IN SHAREHOLDERS' EQUITY (kEUR)
Equity attributable to equity holders of the parent company
A. Share capital
B. Premium fund
C. Hedging reserve
D. Distributable non-restricted equity
E. Other equity fund
F. Retained earnings
G. Total
A. B. C. D. E. F. G.
--------------------------------------------------------------------
Equity 881 13,943 -129 31,872 4,962 -16,410 35,119
01/01/2011
--------------------------------------------------------------------
Other 129 -18,362 -18,233
comprehensive
income
--------------------------------------------------------------------
Hybrid bond -370 -370
--------------------------------------------------------------------
Sharebased 111 111
payments
--------------------------------------------------------------------
Equity 881 13,943 31,872 4,962 -35,031 16,627
31/12/2011
--------------------------------------------------------------------
--------------------------------------------------------------------
Equity 881 13,943 31,872 4,962 -35,031 16,627
01/01/2012
--------------------------------------------------------------------
Other -243 -243
comprehensive
income
--------------------------------------------------------------------
Hybrid bond -23 -23
--------------------------------------------------------------------
Sharebased 34 34
payments
--------------------------------------------------------------------
Decrease of -8,866 8,866 0
share premium
fund to cover
losses
--------------------------------------------------------------------
Equity 881 5,077 31,872 4,962 -26,397 16 394
31/12/2012
--------------------------------------------------------------------
RESTRUCTURING PROVISION (kEUR) Group Group
01/01- 01/01-
31/12/12 31/12/11
Provisions 1 January 258 389
Provisions used -19 -130
Provisions31 December 240 258
PERSONNEL Group Group
01/01- 01/01-
31/12/12 31/12/11
Average number of personnel 115 128
Personnel at the end of 108 125
the period
COMMITMENTS AND CONTINGENT Group Group
LIABILITIES (kEUR) 31/12/12 31/12/11
Collaterals and contingent 10,716 11,906
liabilities given for
own commitments
Interest rate swaps:
Fair value 5,214
OTHER KEY FIGURES Group Group
31/12/12 31/12/11
Equity-to-assets ratio (%) 62.0 53.6
Net gearing (%) 22.5 32.4
Shareholders' equity/share (EUR) 0.24 0.24
Return on equity (%) -1.5 -71.0
Return on investment (%) 0.9 -46.8
Helsinki, 14 February 2013
TRAINERS' HOUSE PLC
BOARD OF DIRECTORS
For more information, please contact:
Arto Heimonen, CEO, +358 40 412 3456
Mirkka Vikström, CFO +358 50 376 1115
DISTRIBUTION
OMX Nordic Exchange, Helsinki
Main media
www.trainershouse.fi > Investors
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