2011-11-24 09:00:00 CET
2011-11-24 09:00:08 CET
REGULATED INFORMATION
GeoSentric Oyj - Interim report (Q1 and Q3)
INTERIM REPORT 1-9/2011
GEOSENTRIC OYJ Q3 2011 INTERIM REPORT 24.11.2011 at 10:00
INTERIM REPORT 1-9/2011
Contents
1. Summary of key figures and results
2. Operational overview
3. Material events in the period
4. Material events after the end of the period
5. Review of the financial position and the financial results
6. Sufficient liquidity
7. Future outlook
8. Assessment of significant operational risks
9. Review of R&D activities
10. Investments
11. Personnel and organization
12. Financing and structural arrangements
13. Board authorization
14. Company's shares and shareholders
15. About the Company
16. Financial Statements, Q3 2011 (not audited)
IMPORTANT NOTICE: During the reporting period a number of material transactions
took place, which have a material impact on the Company's future outlook and
ownership structure. On August 4, 2011, as a result of the implementation of
the financing package described in more detail in Section 3 “Material events in
the period” below, the Company became a minority shareholder in its previously
wholly owned subsidiary, GeoSolutions Holdings NV (“GHNV”). Further, as
described in more detail in Section 3 “Material events in the period” below, in
September 2011, GHNV concluded a joint venture agreement with a major media
company in China becoming a minority 40% shareholder in its previously wholly
owned Chinese subsidiary. Henceforth, the Company's sole business is the
holding of its investment in GHNV. It currently has no further direct
operational activities of its own. As a result of the de-consolidation of GHNV,
the Company realized a one time, non cash gain of 16690 teuros in the reporting
period. In connection with the above-mentioned financing package the Company
has also repaid its Convertible Bond Loan 2008-B as explained more detail in
Section 4” Material events after the end of the period” below. As a result of
the repayment of the Convertible Bond Loan 2008-B, the Company realised in Q4 a
one time gain of approximately €4.2 million, to be booked and recognized in Q4
and having similar effect on the 2011 full year financial statements.
1. Summary of key figures and results
The key figures summarizing the Group's financial position and financial
results from continuing operations were as follows (teuros unless indicated
otherwise):
In period 7-9/2011 1-9/2011 7-9/2010 1-9/2010 2010
Net sales 4 49 12 15 54
Operating Result 16076 12987 -1997 -7784 -9536
Basic earnings per share (eur) 0.02 0.01 -0.00 -0.01 -0.01
At the end of the period
Total assets 656 3052 1420
Shareholders' equity -3803 -12881 -15024
Total liabilities 4459 15933 16444
2. Operational overview
As described in more detail in Section 3, “Material events in the period”,
during the reporting period the Company became a minority shareholder in its
former subsidiary GeoSolutions Holdings N.V. (“GHNV”) with approximately a 15%
holding. As further described in Section 4, “Material events after the end of
the period” below, the Company concluded after a directed rights offering to
its largest shareholders a €1m investment in GHNV and repaid the €10M
Convertible Bond Loan 2008-B, these transactions together increasing the
Company's holding in GHNV to approximately 24%. The Company has not had direct
operational activities of its own since disposing of the TWIG business at the
end of 2010 and all of its indirect operational activities were under GHNV and
its respective subsidiaries, the Company acting as a holding company. As a
result of the above-mentioned transactions the Company continues as a holding
company for its shareholding in GHNV but instead of holding 100% of GHNV it
holds approximately 24%.
GHNV carries on its business as a developer and provider of solutions, products
and technologies for location based services and LBS-enabled social networks.
GHNV develops a leading geo-integration platform for mobile devices, personal
navigation devices, web browsers, and other internet-connected devices, which
provides applications and bundled ODM/OEM solutions for consumer and B2B
markets, built on the convergence of location based services, social
networking, search, mobile & Web 2.0 technologies. Its intellectual property is
delivered as software and services in products, which include the GyPSii
product platform (“GyPSii”).
The business model for the GyPSii platform services and applications is via
embedded licensing of IPR in terms of software technology and branded
trademarks, and revenue generation from services which generate advertising and
subscription revenue.
The total net sales from continuing operations of the Group, which during the
reporting period included 100% of GHNV's operations up to the date of
de-consolidation (August 4, 2011), were 49 teuros in 1-9/2011, up from 15
teuros total net sales from continuing operation in 1-9/2010. The Group
disposed of its TWIG handset business at the end of the 2010 financial year so
all revenues from continuing operations derive from the GyPSii business and
represent revenues from IPR licensing and advertising delivered to GyPSii
users.
As announced in March 2011, the Company engaged, via GHNV, in a co-operation
agreement in China with a major media company, Sina Corp. The agreement
resulted in the launch of Sina's new Weilingdi product on March 4, 2011. Later,
in June 2011, the Company announced that GHNV had signed an agreement with Sina
to take the necessary next steps to create a joint venture with Sina to address
the Chinese market and this joint venture was successfully created in September
2011. To support the successful and timely launch of this new product to the
Chinese market and the finalisation of the joint venture arrangements, the
Company focused all its available resources in this co-operation project. The
consequence of this was a decline in revenue from GyPSii products. Therefore,
partly as a result of this, the reported net sales in Q3 2011 of 4 teuros were
below the Q2 2011 reported net sales of 16 teuros. In addition, GHNV was not
consolidated into the group results for the entire period in Q3 2011.
A significant (non cash) gain of 16690 teuros was booked as Other operating
income in Q3 2011 (Q3 2010: 0 teuros) as a result of the de-consolidation of
the GHNV sub group on August 4, 2011. This transaction is described in more
detail in Section 3, “Material events in the period”. The gain arises because
the Company no longer consolidates the net liabilities of the GHNV sub-group
but instead carries its investment in GHNV as an Investment in Associate
Company as a new line item in the Non-Current Assets section of its group
balance sheet, valued at estimated fair market value. Also included within the
group result before taxes in Q3 2011 is 34 teuros (Q3 2010: 0 teuros)
representing the Company's estimated share of the net profit after taxes of
GHNV, prepared on a consolidated basis. The net profit after taxes has been
estimated by management on an IFRS basis, as GHNV prepares its group accounts
on the basis of Dutch GAAP.
Total operating expenses from continuing operations were significantly lower in
the reporting period compared to the prior period, decreasing to 3752 teuros in
1-9/2011, from 7799 teuros in 1-9/2010, a 52% decrease. This was mainly driven
by the de-consolidation of the GHNV sub-group from August 4, 2011. Also, prior
to the de-consolidation there was considerable effort made to re-focus GHNV's
product development, business development and marketing efforts in China. This
resulted in a significant decrease in personnel and related costs in the rest
of world. In addition the intangible assets/IPR that was booked on the
acquisition of GeoSolutions BV in 2007, which was being written off over a
three-year period, was fully written off by the end of Q1 2010. This resulted
in a lower amortization charge in 1-9/2011 of 0 teuros compared to a charge of
500 teuros in 1-9/2010.
As a result of the above factors, the total result before taxes from continuing
operations was 10993 teuros in 1-9/2011, versus -8807 teuros in 1-9/2010, a
significant improvement. Earnings per share from continuing operations for the
reporting period were 0.01 euros per share.
The Group realized an overall loss from its discontinued operations (its TWIG
business) in the financial year 2010 of 1987 teuros (1-9/2010: loss of 1778
teuros). This is comprised of an operating loss of 1743 teuros in the financial
year 2010 (1-9/2010: loss of 1778 teuros) plus a net loss on disposal of the
assets and liabilities of the TWIG business of 244 teuros, which was realized
in Q4 2010.
3. Material events in the period
The main events in the period 7-9/2011 were as follows:
Decisions by the AGM
At the Company's Annual General Meeting (“AGM”) on June 29, 2011 as extended to
July 1, 2011, the meeting approved the 2010 audited financial statements of the
Group, agreed to re-elect the auditors, Ernst & Young, to set the auditors'
remuneration and the compensation of the Board's non-executive directors as
disclosed in the market bulletin at the time and agreed to discharge the
members of the Board and the Managing Director from liability. In addition the
meeting resolved that the number of Board members shall be three and elected
Michael Po, Victor Franck and Jeffrey Crevoiserat to the board, with a
subsequent Board meeting later electing Victor Franck as Chairman and Michael
Po as Managing Director. Further the meeting confirmed the Board's prior
approval of the terms of the lead investor's financing Proposal as described
below. Finally the meeting granted authorization to the Board to issue up to
5,000,000,000 new shares, option rights or special rights entitling to shares
in the Company.
Financing arrangements
Earlier in the year (April 2011) the Board received a financing proposal from
the Company's lead investor, Schroder & Co. Ltd (“Proposal”) regarding further
funding for the business of the Group. The main terms of the Proposal included:
1) the conversion of the existing preferred convertible notes (“Notes”) issued
by GHNV into shares of GHNV; 2) a rights offering by GeoSolutions Holding N.V.
(“GHNV Offering”) to its shareholders resulting in material dilution of the
Company's shareholding in GHNV, especially if the Company did not participate
in the GHNV Offering to its pro-rata share, corresponding to an investment of
approximately €1 million; and 3) to raise the required funds to participate in
the GHNV Offering the Company planned to arrange its own share issue (“GSOY
Offering”).
After lengthy and detailed discussions between the parties had taken place, in
August, the Company confirmed that full agreement had been reached between
Schroder & Co. Ltd and a group of the Company's largest shareholders concerning
the manner of execution of the Proposal described above, introducing some
changes to the terms of the Proposal, and the planned support and participation
of this group of largest shareholders in this planned financing. Separately,
the Company called an Extraordinary General Meeting (“EGM”) of shareholders to
be held on September 8, 2011 to approve certain aspects of the financing
package and full details of the package were released with the EGM call on
August 16, 2011.
On August 3 2011, Schroder & Co. Ltd, GHNV and the Company entered into a
Subscription and Shareholders Agreement (“SSA”) in respect of GHNV which,
amongst other things, provided the Company with additional minority shareholder
rights protection in respect of its ownership of GHNV. On August 4, 2011, the
first part of the Proposal, which has already been approved at the Company's
AGM on June 29, 2011 as extended to July 1, 2011, was implemented and involved
Schroder & Co. Ltd converting its existing Notes plus accrued interest as
issued by the Company's then wholly owned subsidiary, GHNV, into the shares of
GHNV. The conversion left the Company as a minority shareholder in GHNV with
approximately a 20% shareholding. The SSA provided for this conversion of Notes
to be followed by further capitalizations of GHNV in the form of rights
offerings (“GHNV Offerings”). As agreed in the SSA, Schroder & Co. Ltd fully
subscribed for an initial 750 teuros in a first tranche of the GHNV Offering
and GHNV paid to the Company a fee of 150 teuros. The SSA provides that this
fee, together with a further fee of 350 teuros to be paid to the Company
following the second tranche of the GHNV offering in October, would be
non-refundable if the Company fully subscribed for its agreed share of the GHNV
Offering amounting to an investment in GHNV of €1 million. These transactions
in August 2011 secured the Company's and GHNV's cash runway until the end of
September 2011. Following this first tranche of the GHNV Offering, the
Company's ownership in GHNV became approximately 15%. As a result of the
conversion and the fact that the Company now owns a minority percentage of
GHNV, the Company has, as from August 4, 2011, been no longer consolidating its
previously wholly owned subsidiaries but is applying the equity method of
accounting for its investment in GHNV in its group accounts. This has the
effect of reducing its reported group accounts revenues and costs in 2011.
In September, the Company secured shareholder approval at the EGM for the
required elements of the financing package including approval for the repayment
of the €10 million Convertible Bond Loan 2008-B issued by the Company. It also
confirmed that, to raise the required funds to participate in the GHNV
Offerings, the Company was arranging a directed share issue (“GSOY Offering”)
to its largest shareholders. The GSOY Offering was primarily intended to allow
the Company to participate in the planned second tranche of the share offering
of GHNV, its previously wholly owned subsidiary (now an associate company). The
second tranche of the GHNV share offering, which was agreed to be executed on
14 October 2011 at the latest, was intended to raise €2 million directed
equally to Schroder & Co. Ltd and to the Company, each being entitled to
subscribe for new GHNV shares for the amount of €1 million. The key terms of
the GSOY Offering were announced in September to be as follows:
-- Target amount to be raised: €1.25 million with a minimum amount of 250
teuros
-- Shares to be issued at a 96% discount to the current quoted market price of
€0.01
-- Targeted initially to known individual shareholders (or consortia) owning
5,000,000 or more shares (approximately 0.54%), so that the number of
subscribers shall be less than 100; below this ownership level at the
discretion of the Board
The Company also announced that it was planning to execute a reverse share
split after the GSOY Offering in ratio of approximately ten to one to improve
the marketability and liquidity of the Company's shares.
Other arrangements
As noted in previous bulletins and quarterly reports, the Company's then,
through GHNV, wholly owned Chinese subsidiary, GyPSii (Shanghai) Co. Ltd.
(“GSSH”) had, on March 18, 2011 signed a Cooperation Agreement with Sina
(Beijing) Information Technology Co., Ltd., whose parent company, Sina Corp. is
listed on the US NASDAQ market under the symbol (SINA). The Cooperation
Agreement provided for development, marketing and distribution cooperation
between the two companies for a newly launched "Weilingdi" Location Based
Services (“LBS”) and Social Networking Services (“SNS”) service in China. Under
this agreement, GSSH and Sina jointly developed a new “Weilingdi” service and
Sina have been actively marketing it to its 100m+ "Weibo" application users.
The "Weilingdi" service combines Sina's exclusive content such as
entertainment, lifestyle information and VIP assets built on top of the
existing "Lingdi" service launched by GSSH last year. The Cooperation Agreement
was a vital step forward in progressing discussions about a deeper relationship
between the two companies working towards a joint venture agreement. The
Company had concluded that, in order to be able to exploit the potential of the
Chinese market, it was necessary to partner with an established local partner
who can bring large numbers of local users and also local marketing expertise
and financing.
Further to this Cooperation Agreement with Sina, the Company announced in June
2011 that GHNV had signed an agreement with Sina Hong Kong Ltd (“Sina HK”) for
both companies to take the necessary next steps towards establishing a Joint
Venture (“JV”) between GSSH and Sina HK. Once the necessary preconditions for
completion had been fulfilled (which could take up to 90 days), including
obtaining Chinese government and regulatory approval, Sina HK would invest
approximately €4.5m into GSSH by way of newly created share capital thereby
obtaining a 60% controlling interest in GSSH. Sina is then contributing to the
JV its 100M+ "Weibo" user base, marketing resources and distribution channels
to promote the new products and data center services. GSSH will then
exclusively operate all of Sina's LBS and SNS services in China. It will then
continue to develop and progress the initiatives outlined by the two companies
in the March 18, 2011 Cooperation Agreement, specifically the delivery of the"Weilingdi" and “Tuding” products. GHNV has granted in June 2011, through its
then wholly owned Dutch subsidiary, GeoSolutions BV, to GSSH an exclusive
royalty free license to use the GyPSii IP within China and will enjoy joint IP
ownership rights to all new or enhanced IP created by GSSH plus exclusive
royalty free rights to use such IP outside of China. The JV will be one of the
largest social networks of mobile consumers and merchants in China and will
also be focused on providing merchants with a robust set of tools to improve
customer loyalty and relationship management and consumers with financially
incentive driven mobile applications.
In July 2011, the Company announced that, as a result of the agreement
described above with Sina to form a joint venture in China using the Company's
then GHNV wholly owned Chinese subsidiary, GSSH, as the vehicle, Sina had
provided advance funding to GSSH, pursuant to implementing the JV agreement, of
400 teuros. This was sufficient to finance GSSH through to the expected date of
final government approval and final creation of the joint venture, which was
expected to take place before the end of Q3. This cash advance indirectly
extended the cash runway for the remaining group outside of China to the end of
July.
In September 2011, it was announced that the Company had been informed by GHNV
that the necessary preconditions for completion of the JV have been fulfilled,
including obtaining Chinese government and regulatory approval. As a result,
Sina HK had invested approximately €4.5 million, including the advance funding
received earlier in June, into GSSH by way of newly created share capital
thereby obtaining a 60% controlling interest in GSSH. This investment will
secure the JV's operations through 2012 and beyond.
It should be noted that, as a result of the implementation of the funding
package for the Company as outlined above, the Company now owns a minority
percentage of GHNV, the parent company of GSSH, which in turn owns 40% of GSSH.
It is expected that GHNV will not be consolidating the results of the JV in its
group accounts but will apply the equity method of accounting to its 40%
investment. Current projections indicate that the JV will not be profitable in
its initial user acquisition phase and it may be several years before there may
be dividends flowing from the JV to GHNV and further from GHNV to the Company.
4. Material events after the end of the period
On October 12, 2011, it was announced that the Company had raised a total
amount of 757 teuros in a first tranche of the GSOY Offering by issuing a total
amount of 1,893,750,000 new shares at €0.0004 per share. In addition the
Company received a short-term convertible loan for the amount of 250 teuros
(“Loan”) from one of its largest shareholders. The Loan may, at the option of
the noteholder before October 31, 2011, be repaid or converted into shares or
special subscription rights on the same terms as the GSOY Offering providing
that, at all times, the total amount raised in the GSOY Offering shall remain
at least €1 million. The aforementioned funds raised in the first tranche of
the GSOY Offering, including the Loan, enabled the Company to subscribe, on 14
October 2011, for all the new GHNV shares offered to it in the second tranche
of the GHNV Offering for the amount of €1 million.
On October 24, 2011, it was announced that the Company had resolved to issue a
further 643,750,000 new shares at €0.0004 per share in a second tranche of the
GSOY Offering thereby raising 257.5 teuros and making the total amount raised
in the GSOY Offering 1,015 teuros. This amount includes 22.75 teuros as Loan
conversion. The remaining part of the Loan of 227.25 teuros was retained as a
short-term loan on the same terms as described above except that its end date
was extended until November 30, 2011. On November 18, 2011, at the election of
the noteholder, the Loan was repaid in full.
On November 10, 2011, the Company announced that it had resolved to issue a
further 28,090,000 new shares to participants at €0.0004 per share in a third
and final tranche of the GSOY Offering thereby raising 11.24 teuros and making
the total amount raised in the GSOY Offering 1,026 teuros. The total
2,565,590,000 new shares issued in the GSOY Offering outlined above represent
73.5% of the Company's outstanding shares and votes and approximately 52% of
the fully diluted shares and votes.
As referred to above, the Company has participated fully in the second and
final tranche of the GHNV share offering as agreed in the SSA by investing €1
million in GHNV. In addition, as agreed in the SSA and approved at the EGM, it
has, on November 4, 2011 fully repaid the Convertible Bond Loan 2008-B by
transferring to Schroder & Co. Ltd the agreed number of GHNV shares. After
subscribing all the shares offered to it in the second tranche of the GHNV
share offering and repaying the Convertible Bond Loan 2008-B, the Company's
shareholding in GHNV has increased to approximately 24%. As agreed in the SSA,
GHNV may issue an option pool to its Board and management of up to 15% of its
issued share capital. This may decrease the Company's ownership of GHNV down to
approximately 21%. Further, as agreed in the SSA, the Minority Rights Agreement
and other security agreements in favour of Schroder & Co. Ltd have, on October
28, 2011, been terminated. As a result of the repayment of the Convertible Bond
Loan 2008-B, the Company realised in Q4 a one time gain of approximately €4.2
million.
The Company had intended to call an Extraordinary General Meeting (“EGM”) as
soon as the new shares issued in the GSOY Offering had been registered in the
Trade Register to decide on a proposed reverse stock split in the ratio of
approximately ten to one to improve the marketability and liquidity of the
Company's shares. It has appeared, that due to technical reasons not
attributable to the Company, the planned reverse stock split cannot be affected
until the new shares issued in the GSOY Offering have been listed following the
publication of a Prospectus. This process can take several months and
accordingly the Company must wait until this has been completed before
implementing the planned reverse stock split.
5. Review of the financial position and the financial results
The Company has during the period retained solidity and liquidity.
The key figures summarizing the Group's financial position and financial
results from continuing operations were as follows (teuros unless indicated
otherwise):
In period 7-9/2011 1-9/2011 7-9/2010 1-9/2010 2010
Net sales 4 49 12 15 54
Operating Result 16076 12987 -1997 -7784 -9536
Basic earnings per share (eur) 0.02 0.01 -0.00 -0.01 -0.01
At the end of the period
Total assets 656 3052 1420
Shareholders' equity -3803 -12881 -15024
Total liabilities 4459 15933 16444
Cash 70 1862 892
6. Sufficient liquidity
The Company has, during the reporting period, retained sufficient liquidity.
As noted above, after the end of the reporting period, the Company secured
incoming new equity investment totalling 1,026 teuros in the GSOY Offering.
This amount was 224 teuros short of the Company's targeted amount to be raised
in the GSOY Offering of €1.25 million. In October, as agreed in the SSA
(Subscription and Shareholders Agreement in respect of GHNV, as explained
above), the Company invested €1 million in GHNV shares as part of the second
tranche of the GHNV Offering. As a result and as agreed in the SSA, the Company
received a non refundable fee from GHNV in October of 350 teuros and secured
confirmation that the 150 teuros fee received from GHNV in August following the
first tranche of the GHNV Offering was also non-refundable. As a result of the
above transactions and in particular the fact that the amount raised in the
GSOY Offering was short of the targeted amount, the Company is continuing to
explore all options available to it to ensure that it has sufficient liquidity.
This may include another directed rights offering, further cost cutting
measures where possible, asset sales and other possible sources of external
finance. The Company's current cash resources are sufficient to finance the
business into Q1 2012. Any alternative funding options should therefore be
completed by the end of Q1 2012.
7. Future Outlook
Market Outlook
Due to the signing of the Sina Joint Venture and refocus of the GHNV
development, sales and marketing activities into China, the future business
outlook of the Company's associate company, GHNV, is almost completely focused
on the China market. In partnership with Sina, China's third largest internet
company, the immediate focus is to leverage the 150M+ Sina user base to spread
the use of the GyPSii platform and applications to as many mobile phone users
as possible over the next few years. The JV will combine the IP of GeoSolutions
B.V., a 100% owned subsidiary of GHNV, with Sina's large user base, marketing
and sales activities to develop the China market for the Tuding and Weilingdi
products. Seeding this market should give rise to opportunities in 2013 and
beyond for income to the JV based on advertising, IP licensing and small to
medium business subscriptions. The China market for mobile technology is
experiencing extremely rapid growth compared to the rest of the world. This is
expected to continue alongside China's economic expansion well into the decade.
This strong growth of mobile technology is a natural pull for the Sina and
GyPSii products.
Outside of China GHNV is exploring opportunities to leverage its IP and
products in other developing countries. This involves creating other potential
partnerships with a business model similar to the JV with Sina.
Financial and Business Development Outlook
Following the conversion of the Notes into the shares of GHNV by Schroder & Co.
Ltd, as described in Section 3 above, the Company's currently remaining
business comprises solely its minority holding in GHNV. This in turn currently
is focussed mainly on its holding in its wholly owned Chinese subsidiary, GSSH.
And this in turn, as described above, has now become a JV with Sina addressing
the Chinese market. As further stated above, the current projections indicate
that the JV will not be profitable in its initial phase and it may be several
years before there may be dividends flowing from the JV to the Company via
GHNV. Unless the Company decides to start some new operational activities of
its own, it is likely that the Company will not generate any income of its own
and will not recognise dividend income from the JV until the JV turns
profitable or becomes liquid through merger or acquisition and starts to
distribute profits. Therefore, despite minimized operational costs, the Company
is likely to make losses through this period. The Company may also sell part or
all of its holding in GHNV in the future, which may generate an accounting and
distributable profit.
During 2010 and 2011, the Group consolidated its efforts into developing the
Chinese market. Efforts in prior years to penetrate the markets in the United
States and Europe proved too costly for the Company to sustain compared to the
operating cash available. Therefore, during 2010 and continuing into 2011, the
Company had been consolidating operating, development, business development and
marketing resources into China with significant staff reductions elsewhere in
the world.
As a result of the business consolidation, the main focus of business
development and the primary element for the business model and revenue
generation in China is rapid growth of the GyPSii membership base, in
partnership with Sina that utilizes GyPSii's two main products in China,
“Tuding” and “Weilingdi”. This growth is being achieved exclusively in China
primarily through its Joint Venture with Sina and secondarily through existing
and developing partnerships with Mobile Operators (MO), Original Equipment
Manufacturers (OEM), Original Device Manufacturers (ODM), Personal Navigation
Device Manufacturers (PND) and leading mobile and Internet commerce companies
as well as direct marketing campaigns by GyPSii. GyPSii membership has grown
significantly during 2010 and 2011 and has climbed to a total subscriber base
of almost 4,500,000 registered users with a substantial and growing base of
active recurring users.
A second element of GyPSii's strategy began with the development of its Open
APIs (OeX) at the beginning of 2010. This approach allows GyPSii to reduce the
risk and overhead associated with business development efforts and at the same
time tap into the rapidly expanding base of mobile applications that have need
for GyPSii functionality. In partnership with Sina, GSSH is developing an
Application Programming Interface (API) set for release in the Chinese market
in Q4 this year. This should give rapid rise to the GyPSii user base.
Outside of China, GyPSii is exploring partnerships for use of its LBS and SNS
software platform “OEX”. During 2010 an agreement was signed licensing OEX to a
major PND provider in the United States. This agreement provides for monthly
recurring revenue based on total usage. GyPSii will attempt to develop further
partnerships for the licensing of OEX through the remainder of 2011 and into
2012.
8. Assessment of significant operational risks
As a result of the financial arrangements described in Section 3 and 4 above,
the Company became a minority shareholder in GHNV with its currently
approximately 24% holding. As a minority shareholder of GHNV the Company does
not have the control over the activities of GHNV and is dependent on the
actions of the other shareholders of GHNV. The Company's future value and cash
flow is highly dependent on the success of GSSH's business and JV in China.
There is no certainty that these efforts will succeed.
The global financial crisis and current global recession have had and may
continue to have a negative impact also on the GyPSii business although the
business is now almost exclusively focussed on China which continues to enjoy
strong economic growth.
There is no certainty of the success regarding the implementation and
realisation of the GHNV business plan. According to the business strategy, GHNV
is pursuing entrance also to new business segments with competitive situations
new to it, or which may be only in the early market phase. Unless GHNV is able
to successfully respond to these developments it may significantly impair its
operating results.
A key driver of the GHNV business model is sufficient and sufficiently rapid
growth of users of the services, and the speed of adoption of mobile, UGC and
location based advertising of which there is no certainty.
Since 1997, the Company has not paid dividends and, in the future, there may be
restrictions on the ability to distribute dividends. Regarding future dividend
payments, there is also uncertainty about the ability of the Company to accrue
distributable capital. According to the financial statements of the Company,
there was no distributable capital in the latest balance sheet of the Company.
The total amount of loans as at 30 September 2011 was 10,113 teuros at nominal
value. Since the period end, the Company has repaid the €10 million 2008 CBL
2008-B and plans to convert with shares the remaining portion of the CBL 2004A
loan. This would then leave the Company debt free.
The Company´s business plan has been prepared by assuming that the Company can
derive long term value from its holding in GHNV but this potential value
creation is uncertain. The Company's financing plan assumes that additional
external financing will be required by the end of Q1 2012, in addition to which
the Company may need further external funding to secure sufficient liquidity in
the long term and also to enable possible further investments in GHNV. Should
the new financing be delayed or prove to be unavailable, this could cause an
insolvency risk and/or further dilution of Company's holding in GHNV. The
Company's going forward budget and cash sufficiency estimates have been
prepared assuming further decreased cost levels. Should the actual cost levels
be higher, the Company would need to raise additional external capital and the
availability of this additional capital is uncertain.
There are significant financial risks related to the Company's business,
competition and industry and it is possible that investors may lose all or a
part of their invested capital.
Schroders & Co Limited and investor groups led by Horizon Group, have influence
on GeoSentric. The Company trusts that the regulation and information
obligation binding public companies, supported by the compliance with the
corporate governance recommendations, together with the continuous external
auditing activity maintained by a skilled and reputable auditing firm suffice
to pre-empt a misuse of control power.
9. Review of R&D-activities
Prior to the de-consolidation of GHNV, the volume of the Group's R&D activities
during the reporting period was significant due to the on-going R&D-programs in
China. No capitalizations were made.
Prior to the de-consolidation of GHNV, the Group's main R&D unit was in
Shanghai (China). Additionally, GyPSii server facilities were maintained in the
US and China. After the de-consolidation of GHNV, no further R & D activity has
been undertaken by the Company.
10. Investments
Gross investments in period 1-9/2011 were 43 teuros (30 teuros in the period
1-9/2010). In the full year 2010 gross investments were 40 teuros.
11. Personnel and organization
The number of employed personnel in the Group in period 1-9/2011 averaged 58,
of which 10, at most, were affected by alternate forced leaves.
12. Financing and structural arrangements
The financing arrangements and latest developments have been described above in
section ”Material events after the end of the period”.
13. Board authorization
The Annual General Meeting convened on June 29, 2011 as extended to July 1,
2011 authorized the Board to increase the share capital by maximum of 5,000,000
euros and share amount by maximum of 5,000,000,000 new shares, option rights or
special rights. The authorization is valid for two (2) years from the date of
the Annual General Meeting. At the same time all the other authorizations were
terminated.
At the end of the reporting period the remaining amount of Board's
authorization, as granted by the extended meeting on July 1, 2011, was
5,000,000 euros and 5,000,000,000 shares corresponding to 541.0 % of the
currently registered share amount and 68.0 % shares after all shares and
instruments entitled to shares, effecting a corresponding immediate dilution to
existing shareholdings (including current authorization).
14. Company's shares and shareholders
The shares of GeoSentric Oyj are listed on the NASDAQ OMX Helsinki (NASDAQ OMX:
GEO1V) and issued in the book entry system held by Euroclear Finland, address
PL 1110, FIN-00101 Helsinki, Finland. The ISIN-code of the share is FI
0009004204. The Company's shares have been on the surveillance list since
February 11, 2003.
The Company does not have any Company´s shares owned by or administered on
behalf of the Company.
At the end of the reporting period the Company's registered share capital was
8,955,761.65 Euros, consisting of 924,656,354 shares.
15. About the Company
GeoSentric is an investor in a business GeoSolutions Holdings N.V., a former
subsidiary of GeoSentric, and a Dutch company which together with its
subsidiaries and affiliates is a developer of location-based technologies,
delivering products and services with a market-leading mobile digital lifestyle
application and geo-mobility social networking platform: connecting people,
places and communities across networks and devices. GyPSii provides a
geo-location social networking platform and services for mobile and web
Internet-connected devices, and provides applications and bundled ODM/OEM
solutions, built on the convergence of location based services, social
networking, search, mobile & Web 2.0 technologies. For more information, visit
www.geosentric.com or www.gypsii.com or www.gypsii.com.cn.
© 2011 GeoSentric Oyj. All rights reserved.
The Company is based in Salo, Finland.
GeoSentric (NASDAQ OMX Helsinki-GEO1V) is listed on the NASDAQ OMX Exchange in
Helsinki. The Company has been on the surveillance list since February 2003.
GEOSENTRIC OYJ
For more information, please contact: investors@gypsii.com
Distribution:
NASDAQ OMX Helsinki
Principal news media
GEOSENTRIC OYJ INTERIM REPORT 3Q/2011 (Unaudited)
GROUP STATEMENT OF COMPREHENSIVE INCOME
1000 EUR Note 3Q/201 1-3Q/20 3Q/201 1-3Q/20 2010
1 11 0 10
Continuing operations
Net sales 4 49 12 15 54
Cost of goods sold 6 0 0 0 0 0
Gross margin 4 49 12 15 54
Other operating income 5 16690 16690 0 0 0
General & Administrative 6 416 1729 587 2009 2673
expenses
Research & Development 6 137 1216 853 3999 4671
expenses
Sales & Marketing expenses 6 65 807 569 1791 2246
Operating result 16076 12987 -1997 -7784 -9536
Financial income 0 1 56 77 78
Financial expenses -373 -2029 -531 -1100 -1783
Share of Associate Company 7 34 34 0 0 0
result
Result before taxes 15737 10993 -2472 -8807 -11241
Income taxes 0 129 -98 -116 -146
Result for the period from 15737 11122 -2570 -8923 -11387
continuing operations
Discontinued operations
Result for the period from 4 0 0 -773 -1778 -1987
discontinued operations
Result for the period 15737 11122 -3343 -10701 -13374
Translation difference -39 -36 -154 -155 -13
Comprehensive income 15698 11086 -3497 -10856 -13387
Earnings per share, eur:
Basic earnings per share, 0,02 0,01 -0,00 -0,01 -0,01
continuing operations
Basic earnings per share, -0,00 -0,00 -0,00 -0,00 -0,00
discontinued operations
Diluted earnings per share have not been computed because dilution effect would
improve the key figure.
GROUP STATEMENT OF FINANCIAL POSITION
1000 EUR Note 30.9.2011 30.9.2010 31.12.2010
ASSETS
Non-current assets
Property, plant and equipment 2 135 82
Goodwill 0 216 216
Other intangible assets 0 4 1
Investment in Associate Company 7 497 0 0
Other financial assets 0 66 5
Deferred tax assets 0 0 0
499 421 304
Current assets
Inventories 0 309 0
Trade receivables and other receivables 87 450 224
Prepaid expenses 0 10 0
Cash and cash equivalents 70 1862 892
157 2631 1116
Total assets 656 3052 1420
EQUITY AND LIABILITIES
Shareholders´equity
Share capital 8 8956 8951 8956
Share premium account 8 13631 13631 13631
Translation difference 0 -20 122
Invested distributable equity account 8 28030 30603 30912
Retained earnings -54420 -66046 -68645
Total shareholders´ equity -3803 -12881 -15024
Non-current liabilities
Deferred tax liabilities 0 0 0
Interest-bearing debt 10 1783 12132 13112
1783 12132 13112
Current liabilities
Trade payables and other payables 2563 3651 3219
Provisions 0 37 0
Interest bearing debt 10 113 113 113
2676 3801 3332
Total liabilities 4459 15933 16444
Total shareholders´ equity and 656 3052 1420
liabilities
GROUP CASH FLOW STATEMENT
1000 EUR 1-3Q/2011 1-3Q/2010 2010
Cash flow from operations
Result for the period 11122 -10701 -13374
Adjustments -14502 969 1505
Changes in working capital:
Change of trade and other receivables 137 246 482
Change of inventories 0 452 761
Change of trade and other liabilities -656 1017 548
Paid interests 0 -630 -630
Received interest payments 1 17 18
Cash flow from operations, net -3898 -8630 -10690
Cash flow from investments, net -43 -30 46
Cash flow from financing
Proceeds from issue of share capital 0 0 67
Transaction expenses of share issues 0 0 -3
Transaction expenses of loans -31 -417 -467
Proceeds from long term borrowings, equity 0 0 0
Proceeds from long term borrowings, liability 3150 5000 6000
Net cash flow from financing 3119 4583 5597
Change in cash -822 -4077 -5047
Cash at beginning of period 892 5939 5939
Cash at end of period 70 1862 892
GROUP STATEMENT OF CHANGES IN SHAREHOLDERS´ EQUITY
Share Translatio Share Inv. Accrued Total
capital n premium distrib. result (1000e
(1000eu difference account equity (1000eur ur)
r) (1000eur) (1000eur) account )
(1000eur)
Shareholders´ 8951 135 13631 30603 -55556 -2236
equity
31.12.2009
Items booked 0 -155 0 0 0 -155
directly into
shareholders´
equity
Result for the 0 0 0 0 -10701 -10701
period
Comprehensive 0 -155 0 0 -10701 -10856
income
Booked expense of 0 0 0 0 211 211
stock options to
key personnel
and partners
Equity portions 0 0 0 0 0 0
of liabilities
Shareholders´ 8951 -20 13631 30603 -66046 -12881
equity 30.9.2010
Shareholders´ 8956 122 13631 30912 -68645 -15024
equity
31.12.2010
Items booked 0 -122 0 0 86 -36
directly into
shareholders´
equity
Result for the 0 0 0 0 11122 11122
period
Comprehensive 0 -122 0 0 11208 11086
income
Booked expense of 0 0 0 0 135 135
stock options to
key personnel
and partners
Equity portions 0 0 0 -2882 2882 0
of liabilities
Shareholders´ 8956 0 13631 28030 -54420 -3803
equity 30.9.2011
KEY FIGURES, ALL OPERATIONS
3Q/201 1-3Q/20 3Q/201 1-3Q/20 2010
1 11 0 10
Net sales, 1000 EUR 4 49 384 1438 1851
Operating result, 1000 EUR 16076 12987 -2770 -9562 -11523
Result before taxes, 1000 EUR 15737 10993 -3245 -10585 -13228
Gross investments, 1000 EUR 0 43 5 30 40
Average personnel 29 58 114 125 116
Earnings per share, EUR 0,02 0,01 -0,00 -0,01 -0,01
Equity per share, EUR -0,00 -0,00 -0,01 -0,01 -0,02
Weighted average number of shares in 924656 924592 897926 897926 903645
period, 1000 pcs
Number of shares at the end of the 924656 924656 897926 897926 922156
period, 1000 pcs
1. BASE INFORMATION OF THE COMPANY
Prior to August 4, 2011, GeoSentric wholly owned its subsidiary, GeoSolutions
Holdings NV ("GHNV"). On August 4, 2011, its holding in GHNV became a minority
holding and GeoSentric´s sole business then became holding its minority
investment in GHNV. GHNV is a developer and provider of solutions, products and
technologies for location based services and LBS-enabled social networks. It
develops a leading geo-integration platform for mobile devices, personal
navigation devices, web browsers, and other internet-connected devices, which
provides applications and bundled ODM/OEM solutions for consumer and B2B
markets, built on the convergence of location based services, social
networking, search, mobile & Web 2.0 technologies. Its intellectual property is
delivered as software and services in products which include the GyPSii product
platform ("GyPSii"). It has deep expertise and technology IP in User Generated
Content Management, Location Based Services, Open Social Networking,
Ad-Targeting and Integration, for Social Media markets and users on mobile
phones, the web, personal navigation and internet connected devices.
GeoSentric is based in Salo, Finland.
GeoSentric is listed in NASDAQ OMX Helsinki Ltd (NASDAQ OMX: GEO1V).
The parent company of the group is GeoSentric Oyj (formerly Benefon Oyj). The
registered domicile is Salo, Finland, with street address Meriniitynkatu 11,
24100 Salo, Finland, and mail address PL 84, FIN-24101 Salo, Finland. A copy of
the group financial statements is available at the internet address
www.geosentric.com or at the company head office at address Meriniitynkatu 11,
FIN-24100 Salo, Finland.
2. ACCOUNTING PRINCIPLES FOR THE FINANCIAL STATEMENTS
Foundation:
The group interim report has been prepared in accordance with International
Financial Reporting Standards ("IFRS") and has been prepared to the accounting
standard IAS 34, Interim Reports. An interim report shall be read together with
the financial statements for year 2010.
Accounting principles:
The utilised principles of preparation are identical with those utilised by the
Group in financial statements for year 2010.
IASB has published new standards and interpretations and changes in existing
standards, application of which is mandatory on 1.1.2011 or thereafter, and
which the group has not adopted earlier voluntarily. The group will adopt the
following standards (and their amendments) and interpretations from 1.1.2011
onwards:
Change to IAS 32, Financial instruments: presentation method - Classification
of Rights Issues.
Change concerns booking of options, subscription rights or other rights
regarding shares made in other currency than issuer´s functional currency.
IFRIC 19, Liquidation of financial debt with equity terms instruments.
Interpretation make clearer booking in case that issues to creditor equity
terms instruments to liquidate financial debt.
Changes to interpretation IFRIC 14, Payments in advance based minimum funding
demand. The group has not this kind of payments.
Reformed IAS 24, Information regarding related party in financial statements.
The group is specifying definition of related party.
IFRS 9, Financial instruments (in force 1.1.2013 or in beginning account period
after it). Valuation methods simplifies and classification changes. Numbers
from previous period need not correct if standard takes to use before 1.1.2012
beginning account period. Standard is not yet accepted to apply in EU.
Improvements to IFRS's -changes. Small changes without material effect to
financial statement.
3. SEGMENT INFORMATION
The group has only one distinct segment, location based services. Its share of
net sales has been 100% in the period and in the reference period.
4. DISCONTINUED OPERATIONS
The group divested on December 31 2010 its Twig mobile handset business through
MBO by oral agreement. The majority of business transferred to Twig Com Oy on
December 31, 2010 and the parties signed a business purchase agreement on
January 10, 2011.
The result of business, result of divesting and share of cash flows are
presented below:
1000 EUR 3Q/201 1-3Q/201 3Q/201 1-3Q/201 2010
1 1 0 0
Result of TWIG mobile handset
business
Net sales 0 0 372 1423 1797
Cost of goods sold 0 0 -311 -1594 -1823
Other operating income 0 0 0 1 4
General & Administrative expenses 0 0 -530 -571 -425
Research & Development expenses 0 0 -79 -307 -366
Sales & Marketing expenses 0 0 -225 -730 -930
Income taxes of discontinued 0 0 0 0 0
operations
Profit before/after taxes 0 0 -773 -1778 -1743
Result of divesting before/after -244
taxes
Income taxes of divesting 0
Result for the period from -1987
discontinued operations
General & Administrative expenses
Cash flow of Twig mobile handset
business
Cash flow from operations -1031
Cash flow from investments 45
Effect of TWIG mobile handset business divesting to financial position of group
31.12.2010
Fixed assets 24
Other intangible assets 1
Other financial assets 20
Inventories 223
Trade receivables and other receivables 192
Prepaid expenses 5
Trade payables and other payables -184
Provisions -37
-----
-----
Assets and liabilities total 244
Purchase price in cash 0
5. OTHER OPERATING INCOME
The parent company´s interest in GeoSolutions Holdings N.V. reduced from 100%
to 15% in August 2011,when it became an associate company. It caused one time
income of 16690 teuros to the Company.
6. COSTS BY CATEGORY
1000 EUR 3Q/201 1-3Q/20 3Q/201 1-3Q/20 2010
1 11 0 10
Increase/decrease in inventories of 0 0 59 339 375
finished products
Impairment loss in inventories 0 0 0 455 455
Use of raw materials and consumables 0 0 133 427 571
Total expense of direct employees 0 0 119 373 422
Cost of goods sold total 0 0 311 1594 1823
Discontinued operations 0 0 -311 -1594 -1823
Total expense of indirect employees 320 2304 1621 5679 6993
Redundancy provision 0 0 509 509 509
Depreciations 8 66 53 641 682
Other operating expenses 290 1382 660 2578 3371
Expenses by cost category, total 618 3752 2843 9407 11555
Discontinued operations 0 0 -834 -1608 -1965
Continuing operations 618 3752 2009 7799 9590
7. INVESTMENT IN ASSOCIATE COMPANY (1000 eur)
Value of investment at beginning of August 2011 463
Share of result, August-September 2011 34
Value of investment at end of period 497
Domicile of GeoSolutions Holdings N.V. is Holland.
GeoSentric´s interest was 15% at end of period.
Assets at end of period 4199
Liabilities at end of period 321
Net sales, August-September 2011 8
Result, August-September 2011 225
8. SHAREHOLDERS´ EQUITY
Number of Share Share premium Invested Total
shares capital account distributed. (1000eu
(1000) (1000eur) (1000eur) equity acc r)
(1000eur)
31.12.2010 922156 8956 13631 30912 53499
Share issue 2500 0
free
7.1.2011
Equity -2882 -2882
portions of
liabilities
30.9.2011 924656 8956 13631 28030 50617
According to the Company´s articles of association registered there is no
maximum for the shares and there is only one category of shares at the Company.
Also the clause about maximum amount of share capital has been removed. The
shares carry no nominal value. All outstanding shares are fully paid.
9. OPTION RIGHTS
Option programs 2007-2 and 2007-3:
Share subscription period has expired, shares has not subscribed.
Cost of options booked in the period according to IFRS 2. Consideration is
given as options. The counter-item of costs bookings is income statement is
shareholders´equity.
1000 EUR 1-3Q/2011 1-3Q/2010 2010
Key persons 135 85 160
Board 0 74 74
Other interest groups 0 52 52
---------------------------
---------------------------
Total 135 211 286
10. FINANCIAL LIABILITIES
1000 EUR Nominal loan value 3Q/2011 3Q/2011 3Q/2010 2010
Non-current:
Loan 2008 10000 1783 2573 2392
Loan 2009 0 0 4747 4853
Loan 2010 0 0 4812 5867
Loan 2011 0 0 0 0
------------------------
------------------------
Non-current total 1783 12132 13112
Current:
Cbl 2004A 113 113 113 113
Loan 2008 0 0 0
------------------------
------------------------
Current total 113 113 113
Convertible bond loan 2004A:
This loan with a nominal principal of 1130 teuros was raised on year 2004 and
was converted during the conversion period before 31.12.2008 in all 1017
teuros. The remaining amount of loan is 113 teuros. The interest is 4%. No
interest was paid. The loan capital, interest and other benefit may be paid in
case of dismantling or bankruptcy of company only with priority after the other
creditors. The principal may be returned otherwise only providing that a full
coverage for the bound equity and other non-distributable items in the
confirmed financial statements for the latest expired financial year is
retained. Interest or other benefits may be paid only in case the paid amount
may be used for profit distribution in the confirmed balance sheet for latest
expired financial period.
Financing round 2008:
The subscription period of the loan note for raising a maximum amount of 16,000
teuros ended on May 15, 2009 and the total amount of subscription was 10,000
teuros. maximum amount of new shares to be subscribed by virtue of the
subscribed note is 94,339,622. As a result of the note the Company´s share
capital may increase by a maximum of 943 teuros. The annual interest of the
loan is 12.5 %, paid twice a year, however interest of period 1.7.-31.12.2009
was paid in January 2010. The loan will end on August 25, 2013. It has been
agreed that interest payments are suspended and all interest will accrue and
roll up until maturity.
Financing round 2009:
This loan note with a nominal principal of 7,500 teuros was raised on year
2009. The loan note was raised by the subsidiary GeoSolutions Holdings N.V.
(GHNV"). The loan note entitled to subscribe shares of GHNV or alternatively
the inventors had the option to convert their notes into GeoSentric´s shares.
The note expired in five years. The note accrued interest at the rate of 5%
p.a. Which deferred until redemption of conversion. The note secured by a
pledge over the the share capital of GeoSentric and GHNV and over other assets
of the group.The note with accrued interest converted to GHNV´s shares in the
beginning of August.
Financing round 2010:
The 2010 loan note had the same terms as the 2009 note except that the note
accrued interest at the rate of 12% p.a.. This loan note with a nominal
principal of 6,000 teuros was raised on year 2010.The note with accrued
interest converted to GHNV´s shares in the beginning of August.
Financing round 2011:
The 2011 loan note had the same terms as the 2009 note except that the note
accrued interest at the rate of 12% p.a. This loan note with a nominal
principal of 3,150 teuros was raised on year 2011, of which was drawn 1,800
teuros in January 2011, 600 teuros in April 2011 and 750 teuros in June 2011.
The note with accrued interest converted to GHNV´s shares in the beginning of
August.
11. COLLATERAL COMMITMENTS AND CONTINGENCIES
1000 EUR 3Q/2011 3Q/2010 2010
Collateral for own liabilities:
Pledged non-current financial assets 0 5 5
Pledged current financial assets 0 58 0
12. RELATED PARTY TRANSACTIONS
The parent and subsidiary company relations in the group were to beginning of
August 2011 as follows: Parent company GeoSentric Oyj. Subsidiaries with parent
company ownership and voting rights of 100 % were GeoSolutions Holdings N.V.,
and its through (100%) subsidiaries GeoSolutions B.V., GyPSii (Shanghai) Co
Ltd. and GyPSii Inc. GeoSentric (UK) Ltd was sold in June 2011. In August 2011
the parent company´s interest in GHNV was reduced to a minority holding of
approximately 15%.
Related party transactions have been presented in the Financial Statements from
year 2010.
Annual General Meeting on June 29, 2011 and extended meeting on July 1, 2011
elected the following persons to the Board: Michael Po, Jeffrey Crevoiserat and
Victor Franck. The Board elected Victor Franck as Chairman. Michael Po was
elected as the Managing Director of GeoSentric on July 8, 2011.
13. EVENTS AFTER THE END OF THE PERIOD
On November 10, 2011, the Company announced that it had raised 1026 teuros in a
directed rights offering to its largest shareholders by issuing 2,565,590,000
new shares at €0.0004 per share. In addition, in October 2011, the Company
received €227 teuros as a short term loan from one of its largest shareholders.
This loan may, by the end of November 2011 at the election of the noteholder,
be either converted into Company shares or a convertible note by issuing
special subscription rights on the same terms as the directed rights offering
or may be repaid.
On October 14, 2011, the Company participated in the second tranche of the
share offering of GeoSolutions Holdings NV (“GHNV”), its previously wholly
owned subsidiary (now an associate company). The second tranche of the GHNV
share offering raised €2m from Schroder & Co. Ltd and the Company each
subscribing for new GHNV shares for the amount of €1 million. On November 4,
2011, the Company repaid the Convertible Bond Loan 2008-B by transferring to
Schroder & Co. Ltd an agreed number of GHNV shares. After subscribing all the
shares offered to it in the second tranche of the GHNV share offering and
repaying the Convertible Bond Loan 2008-B, the Company's shareholding in GHNV
has increased to approximately 24%. As a result of the repayment of the
Convertible Bond Loan 2008-B, the Company realised in Q4 a one time gain of
approximately €4.2 million.
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