2014-10-22 07:30:00 CEST
2014-10-22 07:30:03 CEST
REGULATED INFORMATION
Trainer's House Oyj - Interim report (Q1 and Q3)
TRAINERS’ HOUSE GROUP’S INTERIM REPORT FOR 1 JANUARY – 30 SEPTEMBER 2014
Espoo, 2014-10-22 07:30 CEST (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, INTERIM
REPORT, 22 OCTOBER 2014 AT 8:30
January-September 2014 in brief (the figures are figures for the company's
continuing operations)
-- Net sales amounted to EUR 5.8 million (EUR 7.3 million).
-- Operating profit (EBIT) before non-recurring items was EUR -0.8 million
(EUR 0.1 million), or -13.0% of net sales (0.9%).
-- Based on the results of impairment testing, the goodwill values were lower
than the book value in March and in September, resulting in a goodwill
write-off in the amount of EUR 2.7 million in total (EUR 4.5 million in
June 2013).
-- Operating profit was EUR -3.5 million (EUR -4.6 million), or -59.2 % of net
sales (-62.5 %).
-- Cash flow from operating activities was EUR -0.6 million (EUR 0.9 million).
-- Earnings per share were EUR -0.05 (EUR -0.08).
July - September 2014 in brief (the figures are figures for the company's
continuing operations)
-- Net sales amounted to EUR 1.6 million (EUR 1.8 million).
-- Operating profit (EBIT) before non-recurring items was EUR -0.3 million
(EUR -0.2 million), or -20.7% of net sales (-8.5%).
-- Based on the results of impairment testing, the goodwill values were lower
than the book value, resulting in a goodwill write-off in the amount of EUR
1.1 million in September.
-- Operating profit was EUR -1.4 million (EUR -0.2 million), or -88.2 % of net
sales (-8.5 %).
-- Cash flow from operating activities was EUR -0.4 million (EUR -0.3
million).
-- Earnings per share were EUR -0.02 (EUR -0.00).
Key figures at the end of the third quarter of 2014
-- Liquid assets totalled EUR 1.6 million (EUR 1.8 million).
-- Interest-bearing liabilities amounted to EUR 7.2 million (EUR 4.1 million),
and interest-bearing net debt totalled EUR 5.6 million (EUR 2.3 million).
-- Gearing was 136.3% (21.5%).
-- The equity ratio was 27.2% (56.2%).
OUTLOOK FOR 2014
Long-term visibility remains limited due to the general economic situation. The
company estimates that the net sales for 2014 will be below the 2013 level.
The company further estimates that operating profit before non-recurring items
will be lower year-on-year.
The company estimates that the operating profit will show a clear loss also in
the fourth quarter.
REPORT OF ARTO HEIMONEN, CEO
The negative development of sales during the first half of the year is
reflected in net sales, which are weaker than in the corresponding period in
the previous year. The decrease in net sales will have a negative impact on the
company's operating profit despite cost savings, and the operating profit is
expected to show a clear loss also in the fourth quarter. The company will
search for alternatives for measures to bring the operating profit to a
sustainable level and to improve the company's financial position.
The company will continue to search for a solution as regards the company's
office facilities, where the liabilities under the long-term rental agreement
concluded in 2008 are heavy in relation to the company's current business
operations.The identification of a possible solution would also strengthen the
company's financial position and the profitability of operational business.
The company has continued to invest in the management system Pulssi and
launched mobile applications on key platforms during the third
quarter.Furthermore, the company is searching for entrepreneur partners in the
key cities in Finland to expand its sales network.
For more information, please contact:
Arto Heimonen, CEO, tel. +358 40 412 3456
Mirkka Vikström, CFO, tel. +358 50 376 1115
REVIEW OF OPERATIONS
During the reporting period, the company has continued with the development of
a product and service model that provides quantifiable results to customers.Key
elements of this are Vaikutuskartta and Pulssi, a change management
system.Vaikutuskartta is used to clarify the goals of the customer company, to
agree on operative indicators, as well as to crystallise repeated weekly
activities through which the goals are achieved.Pulssi is used to measure and
monitor change in the critical activities and results.
The company has continued with measures to enhance the efficiency of
operational business.
To adjust costs, the company continues with measures and negotiations to find a
better solution as regards the company's office facilities.
The change projects implemented by Trainers' House are related to the
clarification of clients' business strategies, strategy marketing and strategy
execution by speeding up sales, improving customer service through service
tailoring and by developing management, leadership and employee skills.Managing
work capacity through physical and mental coaching holds an important role in
an increasing number of customer projects.
FINANCIAL PERFORMANCE
Net sales development in the third quarter was weaker than in 2013 and
operating profit before non-recurring items showed a loss.
Net sales from continuing operations during the period under review came to EUR
5.8 million (EUR 7.3 million).Operating profit (EBIT) from continuing
operations before non-recurring items was EUR -0.8 million, or -13.0% of net
sales (EUR 0.1 million, or 0.9 %)Result for the period was EUR -3.7 million, or
-62.5% of net sales (EUR -5.6 million, or -75.8%).
Result
The comparative figures used for reporting on operating profit include the
operating profit reported as well as operating profit before 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 itemizes the Group's key figures (in thousands of euros
unless otherwise noted:
1-9/2014 1-9/2013
Net sales 5,845 7,327
Expenses:
Personnel-related expenses -3,861 -4,114
Other expenses -2,630 -2,983
EBITDA -646 231
Depreciation of non-current assets -117 -161
Operating profit before non-recurring -762 69
items
Non-recurring items *) -2,699 -4,646
EBIT -3,461 -4,577
% of net sales -59.2 -62.5
Financial income and expenses -192 -977
Profit/loss before tax -3,653 -5,553
Tax **) 1 1
Profit/loss for the period -3,652 -5,552
% of net sales -62.5 -75.8
*) Non-recurring items in 2014 include a write-down in the Group's goodwill in
the amount of EUR 2.7 million. Non-recurring items in 2013 include a
restructuring provision in the amount of EUR 0.1 million and a write-down in
the Group's goodwill in the amount of EUR 4.5 million.
**) The tax included in the income statement is deferred. Taxes recognised in
the income statement have no effect on cash flow. On 30 September 2014, the
company's balance sheet included deferred tax assets from losses carried
forward in the amount of EUR 0.4 million. The deferred tax assets will expire
during 2019-2023.
The following table itemizes distribution of net sales from continuing
operations and shows the quarterly profit/loss from the start of 2013 (in
thousands of euros).
Q113 Q213 Q313 Q413 Q114 Q214 Q314
----------------------------------------------------------
Net sales 2945 2582 1800 2793 2154 2128 1563
----------------------------------------------------------
Operating 167 56 -153 430 -177 -262 -323
profit
before
non-recurring
items *)
----------------------------------------------------------
Operating 42 -4465 -153 430 -1820 -262 -1379
profit
----------------------------------------------------------
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 loan
agreement negotiated at the end of 2013 in the amount of EUR 2.0 million.
The company issued a new, low-interest subordinated loan of approximately EUR
1.2 million during 2013 and 2014.The interest rate of the subordinated loan is
3.0% until 31 December 2016.The interest is capitalised at the end of each
year.As of 1 January 2017, a 5.0% cash rate will be payable within the
boundaries of distributable assets.The subordinated loan will mature on
31.12.2018.At the end of the third quarter of the financial year, EUR 1.0
million of the loan had been subscribed.
Hybrid bond
On 15 January 2010, Trainers' House Plc issued a 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 fulfil the terms of the 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.
In January 2014, the company made an offer to the bearers of a hybrid bond in
which an opportunity was offered to convert the hybrid bond into a low-interest
loan instrument with secondary priority compared with a senior loan and the key
terms of which were same as a subordinated loan's terms.The company's
financiers, representing a total of approximately EUR 4.1 million of the hybrid
bond's capital, accepted the offer.
The company has agreed about the possibility to convert a maximum of EUR 2.0
million of the financial instruments' capital into subordinated loans in
accordance with the Companies' Act.At the end of the third quarter, the
conversation had been executed in full.
Cash flow and financing
Cash flow from operating activities before financial items totalled EUR -0.5
million (EUR 1.0 million), and after financial items EUR -0.6 million (EUR 0.9
million).
Cash from investments totalled EUR -0.0 million during the period under review
(EUR 0.5 million).Cash flow from financing came to EUR -0.5 million (EUR -1.1
million).
Total cash flow amounted to EUR -1.1 million (EUR 0.3 million).
On 30 September 2014, the Group's liquid assets totalled EUR 1.6 million (EUR
1.8 million).The equity ratio was 27.2% (56.2%).Net gearing was 136.3%
(21.5%).At the end of the period under review, the company had EUR 7.2 million
of interest-bearing debt (EUR 4.1 million).
Financial risks
Fulfilment of the company's liabilities under financial agreements requires a
new solution being found as regards lease liabilities and improvement in the
profitability of the company's operational business.
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
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.
Long-term visibility remains limited due to the general economic situation. The
company's financial situation is critical and taking care of the company's
liabilities under financial agreements requires improvement in the
profitability of the company's operational business. The company will search
for alternatives for measures to bring the operating profit to a sustainable
level and to improve the company's financial position.
The write-down has no effect on operating profit or cash flow.After this
write-down, the Group balance sheet has approximately EUR 1.9 million of
goodwill.The goodwill values determined in the impairment testing at the end of
the first quarter were EUR 1.6 million lower than the book value, resulting in
a goodwill write-off in March.
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.The deferred tax assets will expire during 2019-2023.
The company's new loan agreement, under which there were loans in the amount of
EUR 2.0 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 fails to improve, the covenants will not be
fulfilled. Fulfilment of the company's liabilities under financial agreements
requires a new solution being found as regards lease liabilities and
improvement in the profitability of the company's operational business.
Risks are discussed in more detail on the company's website at:
www.trainershouse.fi > Investors.
PERSONNEL
At the end of September 2014, the Group employed 100 (86) people.
DECISIONS REACHED AT THE ANNUAL GENERAL MEETING
The Annual General Meeting of Trainers' House Plc was held on 26 March 2014 in
Espoo.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided that no dividend be paid for the financial period 2013.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided that the company's premium fund be decreased by EUR
4,037,620.81 to cover the parent company's losses.On 31 December 2013, before
the offsetting of losses, the parent company's premium fund amounted to EUR
4,532,159.97.After the write-off the company's premium fund totals EUR
494,539.16.
The Annual General Meeting adopted the company's Financial Statements and
discharged the CEO and the members of the Board of Directors from liability for
the period 1 January to 31 December 2013.
It was confirmed that the Board of Directors shall consist of five (5)
members.Aarne Aktan, Vesa Honkanen, Jarmo Hyökyvaara and Jari Sarasvuo were
re-elected as members of the Board of Directors.Marjaana Toiminen was elected a
new member of the Board.In its assembly meeting held after the AGM, the Board
of Directors elected Aarne Aktan as the Chairman of the Board.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.
Authorised Public Accountants Ernst & Young Oy were elected as the
company's auditors.Auditor's fees are paid on the basis of a reasonable
invoice.
It was 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.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.This
authorization overrides previous authorizations concerning share issue,
transfer of own shares and granting of other special rights entitling to
shares.The authorization shall remain in force until 30 June 2017.
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, 13.3 million shares in total, or 19.5% of the
average number of all company shares (13.2 million shares, or 19.4%), were
traded on the Helsinki stock exchange, for a value of EUR 0.7 million (EUR 1.0
million).The period's highest share quotation was EUR 0.08 (EUR 0.11), the
lowest EUR 0.03 (EUR 0.05) and the closing price EUR 0.04 (EUR 0.06).The
weighted average price was EUR 0.05 (EUR 0.08).At the closing price on 30
September 2014, the company's market capitalization was EUR 2.7 million (EUR
4.1 million).
PERSONNEL OPTION PROGRAMMES
Trainers' House Plc has three option programmes for its personnel, included in
the personnel's commitment and incentive scheme.
The company's Annual General Meeting held on 21 March 2012 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 for 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 2012A warrant is from 1 September 2013 to 31 December 2014, and for shares
converted under the 2012B warrant from 1 September 2014 to 31 December 2015.The
options have not yet been offered.
The company's Board of Directors has decided on 5 August 2013 to adopt a new
option programme under the authorization of the Annual General Meeting on 21
March 2012.The number of option rights granted shall not exceed 7,500,000, and
the option rights shall entitle their holders to subscribe for no more than
7,500,000 new shares or treasury shares in total.2,500,000 of the converted
shares will be under the warrant 2013A and the subscription period for the
converted shares is 1 January 2014 - 1 January 2018.2,500,000 of the converted
shares will be under the warrant 2013B and the subscription period for the
converted shares is 1 January 2016 - 1 January 2018.2,500,000 of the converted
shares will be under the warrant 2013C and the subscription period for the
converted shares is 1 January 2017 - 1 January 2018.The subscription price for
each warrant is EUR 0.09.The total number of warrants granted to the personnel
is 5.0 million.A total cost of EUR 0.1 million has been expensed for the 2014
financial year.
The company's Board of Directors has decided on 18 December 2013 to adopt a new
option programme under the authorization of the Annual General Meeting on 21
March 2012.The number of option rights granted shall not exceed 5,250,000, and
the option rights shall entitle their holders to subscribe no more than
5,250,000 new shares or treasury shares in total.The warrants are titled
2013D.The subscription period for shares converted under the warrant is from 1
January 2018 to 31 December 2018, and the subscription price for each warrant
is EUR 0.06.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 2013.
In producing this interim report, Trainers' House has applied the same
accounting principles for key figures as in its 2013 financial statements. The
calculation of key figures is described on page 92 of the financial statements
included in the Annual Report of 2013.
The figures given in the interim report are unaudited.
INCOME STATEMENT, IFRS (kEUR)
Group Group Group Group Group
01/07- 01/07- 01/01- 01/01- 01/01-
30/09/14 30/09/13 30/09/14 30/09/13 31/12/13
CONTINUING OPERATIONS
NET SALES 1,563 1,800 5,845 7,327 10,120
Other income from operations 192 190 467 546 785
Costs:
Materials and services -93 -145 -485 -743 -1,032
Personnel-related -1,102 -1,019 -3,861 -4,229 -5,615
expenses
Depreciation -37 -45 -117 -161 -207
Impairment -1,056 -2,699 -4,521 -4,521
Other operating expenses -846 -933 -2,612 -2,795 -3,676
Operating profit/loss -1,379 -153 -3,461 -4,577 -4,147
Financial income and expenses -66 -33 -192 -977 -1,054
Profit/loss before tax -1,445 -186 -3,653 -5,553 -5,201
Tax *) 0 0 1 1 432
PROFIT/LOSS FOR THE PERIOD -1,445 -186 -3,652 -5,552 -4,769
TOTAL COMPREHENSIVE -1,445 -186 -3,652 -5,552 -4,769
INCOME FOR THE YEAR
Profit/loss attributable to:
Owners of the parent company -1,445 -186 -3,652 -5,552 -4,769
Total comprehensive income
attributable to:
Owners of the parent company -1,445 -186 -3,652 -5,552 -4,769
Earnings per share:
EPS result for the period from -0.02 -0.00 -0.05 -0.08 -0.07
continuing operations
EPS attributable to equity -0.02 -0.00 -0.05 -0.08 -0.07
holders of the parent company
EPS result for the period -0.02 -0.00 -0.05 -0.08 -0.07
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 Group
30/09/14 30/09/13 31/12/13
ASSET
Non-current assets
Property, plant and equipment 170 273 236
Goodwill 1,915 4,614 4,614
Other intangible assets 9,656 9,678 9,669
Other financial assets 4 773 4
Other receivables 12 42 42
Deferred tax receivables 382 383 380
Total non-current assets 12,138 15,763 14,946
Current assets
Inventories 10 10 10
Accounts receivables and 1,508 1,798 1,791
other receivables
Cash and cash equivalents 1,561 1,788 2,630
Total current assets 3,079 3,596 4,432
TOTAL ASSETS 15,217 19,360 19,377
SHAREHOLDERS' EQUITY AND
LIABILITIES
Equity attributable to equity
holders of the parent company
Share capital 881 881 881
Premium fund 216 4,253 4,253
Distributable non-restricted 31,872 31,872 31,872
equity fund
Other equity fund 900 4,962
Retained earnings -29,739 -30,982 -30,215
Total shareholders' equity 4,130 10,987 6,791
Long-term liabilities
Deferred tax liabilities 1,929 2,363 1,929
Other long-term liabilities 6,135 2,011 7,455
Accounts payable and other 3,024 3,999 3,202
liabilities
Total liabilities 11,087 8,373 12,586
TOTAL SHAREHOLDERS' EQUITY AND 15,217 19,360 19,377
LIABILITIES
CASH FLOW STATEMENT, IFRS (kEUR)
Group Group Group
01/01- 01/01- 01/01-
30/09/14 30/09/13 31/12/13
Profit/loss for the period -3,652 -5,552 -4,769
Adjustments to profit/loss 3,095 5,671 5,372
for the period
Change in working capital 56 891 1,142
Financial items -70 -110 -218
Cash flow from operations -572 900 1,527
Investments in tangible and -37 -19 -19
intangible assets
Divestment of business 472 472
Repayment of loan receivables 30 30 30
Sales from available-for-sale 770
financial assets
Cash flow from investments -6 483 1,253
Withdrawal of long-term loans 344 700
Repayment of long-term loans -750 -1,000 -2,225
Repayment of finance lease -85 -115 -145
liabilities
Cash flow from financing -491 -1,115 -1,670
Change in cash and cash -1,070 268 1,110
equivalents
Opening balance of cash and 2,630 1,520 1,520
cash equivalents
Closing balance of cash and 1,561 1,788 2,630
cash equivalents
CHANGE IN SHAREHOLDERS' EQUITY (kEUR)
Equity attributable to equity holders of the parent company
A. Share capital
B. Premium fund
C. Distributable non-restricted equity
D. Other equity fund
E. Retained earnings
F. Total
A. B. C. D. E. F.
----------------------------------------------------------
Equity 881 5,077 31,872 4,962 -26,397 16,394
01/01/2013
----------------------------------------------------------
Re- 145 145
measurement
of deferred
tax - change
in tax rate
----------------------------------------------------------
Adjusted 881 5,077 31,872 4,962 -26,253 16,539
equity
01/01/2013
----------------------------------------------------------
Other -5,552 -5,552
comprehensive
income
----------------------------------------------------------
Decrease of -823 823 0
share premium
fund to cover
losses
----------------------------------------------------------
Equity 881 4,253 31,872 4,962 -30,982 10,987
30/09/2013
----------------------------------------------------------
----------------------------------------------------------
Equity 881 4,253 31,872 0 -30,215 6,791
01/01/2014
----------------------------------------------------------
Other -3,652 -3,652
comprehensive
income
----------------------------------------------------------
Decrease of -4,038 4,038 0
share premium
fund to cover
losses
----------------------------------------------------------
Sharebased 91 91
payments
----------------------------------------------------------
Hybrid bond 900 900
transferred
from non-
current
liabilities
----------------------------------------------------------
Equity 881 216 31,872 900 -29,739 4,130
30/09/2014
----------------------------------------------------------
RESTRUCTURING PROVISION (kEUR) Group Group Group
01/01- 01/01- 01/01-
30/09/14 30/09/13 31/12/13
Provisions 1 January 222 240 240
Provisions increased 125 125
Provisions used -125 -143
Provisions 30 September/ 222 240 222
31 December
PERSONNEL Group Group Group
01/01- 01/01- 01/01-
30/09/14 30/09/13 31/12/13
Average number of personnel 87 96 93
Personnel at the end of 100 86 82
the period
COMMITMENTS AND CONTINGENT Group Group Group
LIABILITIES (kEUR) 30/09/14 30/09/13 31/12/13
Collaterals and contingent 8,199 9,708 9,213
liabilities given for
own commitments
OTHER KEY FIGURES Group Group Group
30/09/14 30/09/13 31/12/13
Equity-to-assets ratio (%) 27.2 56.2 35.4
Net gearing (%) 136.3 21.5 87.4
Shareholders' equity/share (eur) 0.06 0.16 0.10
Return on equity (%) -38.3 -40.2 -41.1
Return on investment (%) -22.9 -22.0 -22.1
Return on equity and return on investment have been calculated for the previous
12 months.
Espoo 22 October 2014
TRAINERS' HOUSE PLC
BOARD OF DIRECTORS
For more information, please contact:
Arto Heimonen, CEO, tel. +358 40 412 3456
Mirkka Vikström, CFO, tel. +358 50 376 1115
DISTRIBUTION
OMX Nordic Exchange, Helsinki
Key media
www.trainershouse.fi > Investor
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