2012-10-18 08:00:00 CEST
2012-10-18 08:00:08 CEST
REGULATED INFORMATION
Solteq Oyj - Interim report (Q1 and Q3)
SOLTEQ PLC’S INTERIM REPORT 1.1.-30.9.2012
Solteq Oyj STOCK EXCHANGE BULLETIN 18.10.2012 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 42,7 per cent and totalled 27,8 million euros
(19,5 million euros). Solteq Retail Oy's turnover totalled 6,4 million euros is
included in year 2012 figures beginning March 1.
- Solteq Plc's operating profit increased 88,1% and totalled 1.853 thousand
euros (985 thousand euros). Solteq Retail Oy's operating profit totalled 0,6
million euros is included in year 2012 figures.
- 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.
- For 2012, we estimate our turnover to be approx. 35-37 million EUR and
operating profit approx. 6-8 %.
- Earnings per share were 0,08 euros (0,05 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 planned
registration date for the implementation of the merger is 31 December 2012.
KEY FIQURES
Turnover by operation:
% 1-9/12 1-9/11 1-12/11
Softwareservices 61 63 64
Licences 33 32 30
Hardware 6 5 6
CEO Repe Harmanen:
“In the third quarter, Solteq's operations continued at the same level as in
the earlier part of this year. We did not encounter any significant unexpected
developments; the implementation of the strategy, operative activities and the
integration process following last spring's corporate acquisition proceeded as
planned. We continued making improvements, and the results show that our
decisions and solutions have been right. With the integration, we have been
able to maintain our predictable profitability.
Most of the integration work after the corporate acquisition published on 20
March has been done during the third quarter. A few minor measures still need
to be implemented during the last quarter, but we are ahead of the original
schedule and have every reason to be satisfied with the situation.
During the review period, a special focus in the integration process has been
on communicating the solutions, further development paths, and measures related
to client communications, all of which have been implemented according to the
plans. The client feedback has continued to be encouraging, and this has
supported us greatly in our everyday work.
Most of our units have continued increasing their turnover in the same manner
as in the first two quarters. Our turnover grew on the previous year and we
were successful in the projects that affected our profitability. We will
continue these projects during the fourth quarter in order to prepare for and
control our operations in the years to come.
Demand has continued at the same level as in the first half of the year. The
turbulence of the European and the global economy creates uncertainty and
weakens the outlook and predictability for 2013. Even if we do not see sudden
changes that would threaten our operations, we will take such measures that
will help us adjust to any changes fast and in a flexible way. As part of these
measures, we will also implement projects that aim at growth in areas where we
see future growth opportunities. We believe that this balanced strategy
prepares us best for the challenges of the unknown future.
During the last quarter and further on, we will continue to monitor our
financial situation carefully. We intend to ensure the continuity of our
operations while giving space to growth projects. As to the cash flow from
operations, we are at the normal operative level. Based on our earlier
estimates, we expect actual benefits of the mergers to materialize in 2013. The
integration process will be completed by the end of this year.
During the last quarter, we will continue implementing our strategy and
ensuring continuity for our clients in terms of both the solutions and our own
performance. We will look for ways to continue improving our predictable
profitability in different manners.
We maintain our previous forecasts concerning turnover, growth and operating
profit for 2012.
In October, we celebrate our 30th anniversary - proud of our history - and of
our future. In this spirit, I wish you all the very best for the rest of our
jubilee year!”
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 Optimisation of supply and
services processes.
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 27.811 thousand euros (19.492
thousand euros). The turnover of the acquired company totalled 6.382 thousand
euros is included in year 2012 figures.
Solteq's operating profit was 1.853 thousand euros (985 thousand euros). The
operating profit of the acquired company totalled 636 thousand euros is
included in year 2012 figures.
The company's operating margin was 6,7 % (5,1 % 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 11,7 million euros and the operating result was 0,4 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 12,4 million euros and the operating result was 1,8
million euros.
Optimisation of Supply and Service Processes
Solteq's Optimisation of Supply and Service Processes 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
Optimisation of Supply and Service Processes 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 Optimisation of Supply and Service
Processes segment totalled 3,7 million euros and the operating result was -0,3
million euros.
TURNOVER AND RESULT
Turnover increased by 42,7 % compared to the previous year and totalled 27.811
thousand euros (previous review period 19.492 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 88,1% compared to the previous year
and was 1.853 thousand euros (985 thousand euros), the operating profit before
taxes was 1.592 thousand euros (846 thousand euros) and the operating profit
for the review period was 1.078 thousand euros (614 thousand euros).
Growth in the operating profit results from the impact of the company
acquisition on the financial result (636 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 25.914 thousand euros (16.775 thousand euros).
Liquid assets totalled 501 thousand euros (147 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 6.674 thousand euros (5.041 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 36,5 per cent (33,9 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.
The distribution of equity, 449 thousand EUR, is moved from the unrestricted
equity fund to the current liabilities. Payment day is 8.10.2012.
INVESTMENTS, RESEARCH AND DEVELOPMENT
Gross investment during the review period was 7.373 thousand euros (104
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.
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 (comparison year also not amortized for the
review period). PERSONNEL
The number of permanent employees at the end of the review period was 287
(211). The average number of personnel during the review period was 257 (213).
In the end of the review period the number of personnel could be divided as
follows: Grocery and special retail, HoReCa segment: 118 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 30.9.2012 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 1,7 million shares (1,5 million shares) and 1,9 million euros
(1,6 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 1.15 euros and the price ending was 1.35 euros. The market value of the
company's shares in the end of the review period totalled 20,2 million euros
(12,4 million euros).
Ownership
At the end of the review period, Solteq had a total of 1.809 shareholders
(1.858 shareholders). Solteq's 10 largest shareholders owned 11.254 thousand
shares, amounting to 75.0 per cent of the company's shares and votes. Solteq
Plc board members owned a total of 5,499 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, acts as the chief auditor.
EVENTS AFTER THE REVIEW PERIOD
On September 26, Solteq's Board of Directors has decided to distribute equity
from the distributable equity fund. The distribution of equity is based on the
authorization granted by the Annual General Meeting on 14.3.2012 and it is made
at a rate of 0,03 Euros per share. The date of record of the distribution is
1.10.2012 and the payment date is 8.10.2012.
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 2012, we estimate our turnover to be approx. 35-37 million EUR and
operating profit approx. 6-8 %.
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
Optimisation of Supply and Service Processes.
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 interim report is unaudited.
FINANCIAL INFORMATION
GROUP PROFIT AND LOSS ACCOUNT
(TEUR)
1.7.- 1.7.- 1.1.- 1.1.- 1.1.-
30.9.2012 30.9.2011 30.9.2012 30.9.2011 31.12.2011
NET TURNOVER 8 521 5 325 27 811 19 492 27 144
Other operating
income 9 0 900 9 15
Raw materials and
services -2 283 -1 211 -7 366 -4 281 -6 383
Staff expenses -4 066 -2 711 -13 878 -10 445 -14 165
Depreciation -320 -207 -846 -614 -750
Other operating
expenses -1 350 -903 -4 769 -3 176 -4 408
OPERATING RESULT 511 293 1 853 985 1 453
Financial income and
expenses -76 -32 -261 -139 -174
RESULT BEFORE TAXES 435 261 1 592 846 1 280
Income taxes -102 -71 -514 -232 -383
RESULT FOR THE PERIOD
333 190 1 078 614 897
OTHER ITEMS OF TOTAL COMPREHENSIVE INCOME
Cash flow hedging -25 -13 -37 8 8
Other items of total comprehensive income
after taxes -19 -10 -28 6 6
TOTAL COMPREHENSIVE INCOME
314 180 1 050 620 903
Total profit for the period attributable to
Owners of the parent 333 190 1 078 614 897
Total comprehensive income attributable to
Owners of the parent 314 180 1 050 620 903
Earnings / share,
e(undiluted) 0,03 0,01 0,08 0,05 0,08
Earnings / share,
e(diluted) 0,03 0,01 0,08 0,05 0,08
Taxes corresponding to the result have been presented as taxes
for the period.
GROUP BALANCE SHEET 30.9.2012 30.9.2011 31.12.2011
(TEUR)
ASSETS
NON CURRENT ASSETS
Intangible assets
Intangible rights 3 738 1 860 1 780
Goodwill 12 728 6 199 6 199
Tangible assets 1 079 2 634 2 264
Investments
Other shares and similar
rights of ownership 537 93 524
Deferred tax
assets 0 420 280
Other receivables 67 87 67
Total non-current
assets 18 150 11 293 11 114
CURRENT ASSETS
Inventories 86 0 0
Short-term debtors 7 177 5 335 5 983
Cash in hand and at 501 147 277
banks
Total current
assets 7 764 5 482 6 260
TOTAL ASSETS 25 914 16 775 17 374
EQUITY AND
LIABILITIES
CAPITAL AND RESERVES ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY
Share capital 1 009 1 009 1 009
Company's own shares -933 -808 -835
Share premium 74 75 75
account
Account for cash flow
hedging -43 -14 -14
Unrestricted equity
fund 6 368 3 801 3 801
Retained earnings 1 911 1 012 1 012
Result for the
financial period 1 078 614 897
Total equity 9 464 5 689 5 945
Non-current
liabilities
Deferred tax 809 0 0
liabilities
Other non-current 5 101 2 444 1 951
liabilities
Current liabilities 10 540 8 642 9 478
Total liabilities 16 450 11 086 11 429
TOTAL EQUITY AND
LIABILITIES 25 914 16 775 17 374
FINANCIAL PERFORMANCE
INDICATORS (IFRS) 1-9/2012 1-9/2011 1-12/2011
Net turnover MEUR 27,8 19,5 27,1
Change in net turnover 42,7 % -0,1 % 0,5 %
Operating result MEUR 1,9 1,0 1,5
% of turnover 6,7 % 5,1 % 5,4 %
Result before taxes MEUR 1,6 0,8 1,3
% of turnover 5,7 % 4,3 % 4,7 %
Equity ratio, % 36,5 33,9 34,2
Gearing, % 65,2 % 86,0 % 65,4 %
Gross investments in
non-current assets MEUR 7,4 0,1 0,5
Return on equity, % 19,0 % 12,6 % 16,0 %
Return on investment, % 18,8 % 10,7 % 13,1 %
Personnel at end of
period 287 211 212
Personnel average
for period 257 213 211
KEY INDICATORS PER SHARE
Earnings / share, e 0,08 0,05 0,08
Earnings / share,
e(diluted) 0,08 0,05 0,08
Equity / share, e 0,67 0,50 0,52
SEGMENT INFORMATION
Turnover by segment:
Me 1-9/12 1-9/11 Change
Grocery and special retail, 11,7 6,7 +5,0
HoReCa
Wholesale trade, Logistics and 12,4 8,5 +3,9
Services
Optimisation of supply and 3,7 4,3 -0,6
services processes
Total 27,8 19,5 +8,3
Operating result by segment:
Me 1-9/12 1-9/11 Change
Grocery and special retail, HoReCa 0,4 0,6 -0,2
Wholesale trade, Logistics and 1,8 0,7 +1,1
Services
Optimisation of supply and services -0,3 -0,3 0,0
processes
Total 1,9 1,0 +0,9
The figures of the business operations acquired on 22 March 2012 are included in
the figures of Grocery and special retail, HoReCa segment and Wholesale trade,
Logistics and Services segment in the review period.
QUARTERLY KEY INDICATORS (MEUR)
4Q/10 1Q/11 2Q/11 3Q/11
Net turnover 7,49 6,85 7,32 5,32
Operating result -2,10 0,37 0,32 0,29
Result before taxes -2,15 0,32 0,27 0,26
4Q/11 1Q/12 2Q/12 3Q/12
Net turnover 7,65 8,85 10,40 8,52
Operating result 0,47 0,95 0,39 0,51
Result before taxes 0,43 0,84 0,32 0,44
CASH FLOW STATEMENT (MEUR)
1-9/2012 1-9/2011 1-12/2011
Cash flow from business 0,80 2,38 3,78
operations
Cash flow from capital -5,96 -0,10 -0,47
expenditure
Cash flow from financing activities
Own shares -0,10 -0,19 -0,22
Directed issue 3,02 0,00 0,00
Loan agreements 2,46 -2,07 -2,94
Cash flow from financing
activities 5,38 -2,26 -3,16
Change in cash and cash 0,22 0,02 0,15
equivalents
TOTAL INVESTMENTS (TEUR)
1-9/2012 1-9/2011 1-12/2011
Continuing operations,
group total 7 373 104 473
LIABILITIES (MEUR) 30.9.2012 30.9.2011 31.12.2011
Company quorantee for
credit limits 10,00 2,61 2,28
Lease contracts, machinery &
equipment 0,30 0,65 0,23
Lease liability,
premises 4,26 1,51 1,42
Pledged shares 0,00 1,59 1,59
MAJOR SHAREHOLDERS SEPTEMBER 30, 2012
%
1. Saadetdin Ali 3 481 383 23,2
2. Eläke-Fennia Keskinäinen Vakuutusyhtiö 2 000 000 13,3
3. Profiz Business Solution Oyj 1 695 724 11,3
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 350 000 2,3
9. Solteq Management Team Oy 350 000 2,3
10. Saadetdin Katiye 156 600 1,0
10 largest shareholders total 11 254 210 75,0 %
Total of nominee-registered 20 047 0,1 %
Others 3 723 804 24,8 %
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 6 614 620
Acquiring of own shares -190 -190
Covering the losses -3 413 3 413 0
EQUITY 30.9.2011 1 009 -808 75 -14 3 801 1 626 5 689
EQUITY 1.1.2012 1 009 -835 75 -14 3 800 1 910 5 945
Total comprehensive income -28 1 078 1 050
Acquiring of own shares -99 -99
Directed issue 3 017 3 017
Distribution of equity -449 -449
EQUITY 30.9.2012 1 009 -934 75 -42 6 368 2 988 9 464
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
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-
Aggregate figures for the acquisition 1-9/2012
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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 1-9/2012
statement
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Revenue* 6.382
Operating profit* 636
*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
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Impact on the Solteq Group's assets and liabilities 30.9.2012
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Intangible assets 19
Tangible assets 56
Non-current assets, total 75
Trade and other receivables 135
Cash and cash equivalents 134
Current assets, total 269
Assets total 344
Financial liabilities -56
Current liabilities total -56
Net identifiable assets and liabilities 288
Purchase price of the acquisition 8 301
Intangible rights, technology * 1 642
Intangible rights, customerships * 583
Goodwill 6 529
Deferred tax liabilities -545
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 Plc's will publish the financial statements bulletin from the financial
year 2012 February 15, 2013 at 9.00 am.
More investor information is available from Solteq's website at www.solteq.com
Additional information:
CEO Repe Harmanen
Telephone: +358 400 467 717
Email: repe.harmanen@solteq.com
CFO Antti Kärkkäinen
Telephone: +358 20 1444 393 or +358 40 8444 393
Email: antti.karkkainen@solteq.com
Distribution:
NASDAQ OMX Helsinki
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