2012-10-25 07:30:00 CEST
2012-10-25 07:30:12 CEST
REGULATED INFORMATION
Trainer's House Oyj - Interim report (Q1 and Q3)
TRAINERS’ HOUSE GROUP’S INTERIM REPORT FOR 1 JANUARY – 30 SEPTEMBER 2012
Espoo, 2012-10-25 07:30 CEST (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, INTERIM
REPORT 25 OCTOBER 2012 AT 8:30
Net sales fell in the third quarter, operative profit increased slightly.
January-September 2012 in brief (the figures are figures for the company's
continuing operations)
-- net sales amounted to EUR 9.9 million (EUR 11.9 million)
-- operating profit (EBIT) before non-recurring items and depreciation
resulting from the allocation of acquisition cost was EUR 0.7 million (EUR
1.4 million), or 7.3% of net sales (11.9%)
-- operating result was EUR -0.4 million (EUR 0.2 million), or -4.1% of net
sales (1.6%)
-- cash flow from operating activities was EUR 0.3 million (EUR 0.6 million)
-- earnings per share were EUR -0.01 (EUR -0.00)
July-September 2012 in brief (the figures are figures for the company's
continuing operations)
-- net sales amounted to EUR 2.5 million (EUR 2.8 million)
-- operating profit (EBIT) before non-recurring items and depreciation
resulting from the allocation of acquisition cost was EUR -0.0 million (EUR
-0.1 million), or -0.8% of net sales (-4.4%)
-- operating result was EUR -0.3 million (EUR -0.5 million), or -13.6% of net
sales (-19.0%)
-- cash flow from operating activities was EUR -0.4 million (EUR 0.0 million)
-- earnings per share were EUR -0.00 (EUR -0.01)
Key figures at the end of the third quarter of 2012
-- liquid assets totalled EUR 2.3 million (EUR 4.0 million)
-- interest-bearing liabilities amounted to EUR 6.3 million (EUR 9.7 million),
and interest-bearing net debt totalled EUR 4.0 million (EUR 5.7 million)
-- gearing was 24.3% (16.1%)
-- the equity ratio was 59.4% (69.5%)
OUTLOOK FOR 2012
According to the revised outlook published on 20 June 2012, the company
anticipates net sales for 2012 to remain lower than in 2011, and operating
profit before depreciation resulting from the allocation of acquisition cost to
be positive, yet lower than in 2011.
REPORT OF VESA HONKANEN, CEO
Due to seasonal reasons, the third quarter is typically the company's
weakest.In practice, the revenue for the third quarter is generated over two
months, because most projects are paused in July and resume again in
August-September.
The net sales for the third quarter were lower year-on-year, but due to the
reduction of expenses, the operating result remained at a similar level.
Order intake developed positively in the third quarter of 2012.
The company transferred its SaaS solution business for CRM and web-based
collaboration to Cloudriven in September 2012.After the business transaction,
Trainers' House owns 19.9% of Cloudriven Oy,while the rest is owned by
employees of the company.
Trainers' House considers systems that support our customers' change projects
important to ensure best results.To this end, the company continues to develop
and deliver its Pulssi (Pulse) monitoring system and Lähde (Source) prospecting
and contacting system.
The market is expected to remain challenging.However, the increase in the order
intake shows that a demand exists for Trainers' House's services also in the
current market situation.
For more information, please contact:
Vesa Honkanen, CEO, tel. +358 500 432 993
Mirkka Vikström, CFO, tel. +358 50 376 1115
REVIEW OF OPERATIONS
Despite the challenging market conditions, Trainers' House maintained its
position as the largest training company in Finland.
Trainer's House helps its customers grow by supporting their everyday
leadership.
At the core of the company's operations are training and consultancy
operations, which focus on successful execution of various change projects in
customer organisations.
The starting point for each change project is a situation prevailing in the
customer organisation, which is used as a basis for setting realistic targets
for the desired results and the changes in activities required by these.To
support the change, an internal coach network is set up to continue to anchor
the change in the organisation.
The change projects executed by Trainers' House are usually connected with
clarifying our customers' business strategies; marketing the strategies; and
implementing them by spurring sales, by enhancing customer service (for
example, through service design), and by developing the work of leaders and
supervisors along with the skills of their subordinates.Managing work capacity
through physical and mental coaching holds an important role in an increasing
number of customer projects.
The results of customer projects are verified by auditing customers' everyday
work and by bringing in management systems to help monitor the activities and
results.
In the third quarter, Trainers' House Growth System Corporation, a subsidiary
of Trainers' House Plc, signed an agreement concerning a transaction in which
Trainers' House transferred its SaaS solution business for CRM and web-based
collaboration to a new company.Trainers' House owns 19.9% of the new
company,while the rest is owned by key personnel of the company.
The new company will operate under the name Cloudriven. As part of the
transaction, five employees of Trainers' House Growth System Corporation
transferred to Cloudriven as existing employees.SaaS products related to
training services will remain with Trainers' House and will be developed in
co-operation with Cloudriven and other companies.
Trainers' House and Cloudriven have also entered into a partnership agreement
concerning the implementation services and sales co-operation of the
transferred products and will co-operate to ensure that the service levels of
the current and new customers will be further enhanced as both companies focus
on their core competencies.
Trainers' House estimates that the transaction will not have an effect on the
company's profitability. Trainers' House will not receive or pay cash
consideration in connection with the completion of the transaction.As a result
of the transaction, the company's net sales for the fourth quarter will
decrease by approximately EUR 0.4 to 0.5 million.The transferred business
operations have been slightly loss-making.
FINANCIAL PERFORMANCE
Due to seasonal reasons, the third quarter of the year is typically the
company's weakest.In practice, the revenue for the third quarter is generated
over two months, because most projects are paused in July and resume again in
August-September.
Operating profit in the third quarter before non-recurring items and
depreciation resulting from the allocation of acquisition cost remained at the
same level year-on-year.
Net sales from continuing operations in the period under review came to EUR 9.9
million (EUR 11.9 million).Operating profit from continuing operations
(operating profit before depreciation resulting from the allocation of the
acquisition cost of Trainers' House Oy) was EUR 0.7 million, or 7.3% of net
sales (EUR 1.4 million, or 11.9% of net sales).Profit for the period was EUR
-0.3 million, or -3.5% of net sales (EUR -0.2 million, or -1.4%).
Result
The comparative figures used for reporting on operating profit include the
operating profit reported as well as operating profit before depreciation of
allocated acquisition costs related to the acquisition of Trainers' House Oy
and non-recurring items (i.e., operating profit, EBIT).According to the
company's management, these figures provide a more accurate view of the
company's productivity.
The following table itemises the Group's key figures (in thousands of euros
unless otherwise noted):
1-9/2012 1-9/2011
Net sales 9,921 11,868
Expenses:
Personnel-related expenses -4,961 -5,505
Other expenses -3,983 -4,556
EBITDA 977 1,807
Depreciation of non-current assets -249 -394
Operating profit before depreciation 729 1,413
of acquisition cost
% of net sales 7.3 11.9
Depreciation of allocation of -1,229 -1,229
acquisition cost *)
Operating profit before non-recurring -500 185
items
Non-recurring items 92
EBIT -408 185
% of net sales -4.1 1.6
Financial income and expenses -112 -353
Profit/loss before tax -520 -168
Tax **) 171 5
Profit/loss for the period -349 -163
% of net sales -3.5 -1.4
*) Of the purchase price for Trainers' House Oy in 2007, EUR 10.2 million has
been allocated to intangible assets with a limited useful life. This item is
depreciated over five years. The total remaining portion of this item to be
depreciated in 2012 is EUR 1.4 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 2012, the
company's balance sheet included deferred tax assets from losses carried
forward in the amount of EUR 0.5 million. Of the deferred tax assets, EUR 0.1
million will expire in 2012 and the remaining EUR 0.4 million in 2019.
The following table itemises distribution of net sales from continuing
operations and shows the quarterly profit/loss from the start of 2011, in
thousands of euros.
Q111 Q211 Q311 Q411 2011 Q112 Q212 Q312
----------------------------------------------------------------
Net sales 4420 4636 2812 3790 15658 3901 3536 2485
----------------------------------------------------------------
Operating 653 884 -124 165 1578 549 200 -20
profit
before
depreciation
of
acquisition
cost *)
----------------------------------------------------------------
Operating 244 475 -533 -16915 -16731 140 -210 -338
profit
----------------------------------------------------------------
*) excluding non-recurring items
LONG-TERM OBJECTIVES
The company's long-term objective is profitable growth.
FINANCING, INVESTMENTS AND SOLVENCY
In connection with the merger of Trainers' House Oy and Satama Interactive Plc,
the company concluded a loan agreement in the amount of EUR 40 million.At the
end of the reporting period, the company had loans related to this new loan
agreement negotiated in late 2011 in the amount of EUR 5.9 million.
In May 2012, AtBusiness Oy paid off the EUR 1.2 million loan invested by
Trainers' House Growth System Corporation into the new company that was
established in 2010 in connection with the sales of Trainers' House's IT
project business.
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.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.
Cash flow and financing
Cash flow from operating activities before financial items totalled EUR 1.0
million (EUR 1.4 million), and after financial items EUR 0.3 million (EUR 0.6
million).
Cash flow from investments totalled EUR 1.2 million (no investments in 2011).
Cash flow from financing came to EUR -2.5 million (EUR -0.2 million).
Total cash flow amounted to EUR -1.0 million (EUR 0.4 million).
On 30 September 2012, the Group's liquid assets totalled EUR 2.3 million (EUR
4.0 million).The equity ratio was 59.4% (69.5%).Gearing was 24.3% (16.1%).At
the end of the reporting period, the company had interest-bearing liabilities
in the amount of EUR 6.3 million (EUR 9.7 million).
Financial risks
Interest rate risk is managed by covering some of the risk with hedging
agreements.A bad-debt provision, which is booked on the basis of ageing and
case-specific risk analyses, covers risks to accounts receivable.
SHORT-TERM BUSINESS RISKS AND FACTORS OF UNCERTAINTY
Risks in the company's operating environment have remained unchanged.On account
of the project-based nature of the company's operations, the order life cycle
is short, which makes it more difficult to estimate future
developments.Long-term visibility remains limited due to the general economic
situation.
Short-term risks
The Group's goodwill and deferred tax assets recognised in the balance sheet
were re-tested for impairment at the end of the quarter.No goodwill write-downs
were judged necessary from the results of this impairment testing.
If the company's profitability should fail to develop as predicted, or if
external factors beyond the company's control, such as interest rates, should
change significantly, there is a risk that some of the Group's goodwill may
have to be written down.Such a write-down would not affect the company's cash
flow.
At the end of the period under review, Trainers' House Plc's balance sheet
included deferred tax assets form losses carried forward in the amount of EUR
0.5 million.Of the deferred tax assets, EUR 0.1 million will expire in 2012 and
the remaining EUR 0.4 million in 2019.
If the Group's taxable income does not reach approximately EUR 0.4 million for
2012, there is a risk that some of the deferred tax assets recognised in the
consolidated balance sheet cannot be utilised and therefore will have to be
written down.
The company's new loan agreement, under which there were loans in the amount of
EUR 5.9 million at the end of the reporting period, includes standard
covenants, including one concerning the ratio of net debt to EBITDA.
If the company's profitability should fail to develop as expected, there would
be a risk of the company being unable to fulfil the covenants, which would
increase financial expenses.
Risks are discussed in more detail in the annual report and on the company's
website, at www.trainershouse.fi > Investors.
PERSONNEL
At the end of September 2012, the Group employed 112 (130) people.
DECISIONS REACHED AT THE ANNUAL GENERAL MEETING
The Annual General Meeting of Trainers' House Plc was held in Espoo on 21 March
2012.
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 2011.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided that no dividend be paid and that the company's premium fund be
decreased by EUR 8,865,877.29 to cover the parent company's losses.
It was confirmed that the Board of Directors shall consist of five (5)
members.Aarne Aktan, Jarmo Hyökyvaara, Tarja Jussila, Jari Sarasvuo and Kai
Seikku were re-elected as members of the Board of Directors.The Annual General
Meeting decided on a monthly emolument for a Board member of EUR 1,500 and of
EUR 3,500 for the Chairman of the Board.
Authorised Public Accountants Ernst & Young Oy were elected as the
company's auditors.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided on the granting of option rights to the key employees of the
company and its subsidiaries.The number of option rights granted shall not
exceed 5,000,000, and the option rights shall entitle their holders to
subscribe no more than 5,000,000 new shares or treasury shares in total.
In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided to authorise the Board of Directors to decide on a share issue,
on transfer of own shares and on the granting of special rights entitling to
shares, on one or several occasions.The number of shares to be granted or
transferred on the basis of the authorisation may not exceed 13,000,000
shares.A share issue, transfer of own shares and the granting of other special
rights entitling to shares may take place in deviation of the shareholders'
pre-emptive subscription rights (a private placement).The authorisation is
valid until 30 June 2015.
In its assembly meeting held after the AGM, the Board of Directors elected
Aarne Aktan as the Chairman of the Board.
SHARES AND SHARE CAPITAL
The shares of Trainers' House Plc are listed on NASDAQ OMX Helsinki Ltd under
the symbol TRH1V.
At the end of the period under review, Trainers' House Plc had issued
68,016,704 shares and the company's registered share capital amounted to EUR
880,743.59.No changes took place in the number of shares or share capital
during the period under review.
Share performance and trading
In the period under review, 4.9 million shares in total, or 7.2% of the average
number of all company shares (8.1 million shares, or 12.0%), were traded on the
Helsinki stock exchange, for a value of EUR 0.7 million (EUR 2.3 million).The
period's highest share quotation was EUR 0.22 (EUR 0.36), the lowest EUR 0.09
(EUR 0.19) and the closing price EUR 0.12 (EUR 0.22).The weighted average price
was EUR 0.14 (EUR 0.29).At the closing price on 30 September 2012, the
company's market capitalisation was EUR 8.2 million (EUR 15.0 million).
PERSONNEL OPTION PROGRAMMES
Trainers' House Plc has two option programmes for its personnel, included in
the personnel's commitment and incentive scheme.
The Annual General Meeting held on 25 March 2010 decided to initiate an
employee option programme for key employees at Trainers' House and its
subsidiaries.
The number of option rights granted shall not exceed 5,000,000, and the option
rights shall entitle their holders to subscribe no more than 5,000,000 new
shares or treasury shares in total.The subscription price for the 2010A warrant
is EUR 0.46 and for the 2010B warrant EUR 0.29.The subscription period for
shares converted under the warrant 2010A is from 1 September 2011 to 31
December 2012, and for shares converted under the warrant 2010B from 1
September 2012 to 31 December 2013.No shares have been subscribed under the
warrants.The total number of warrants granted to the personnel is 1.8 million.A
total cost of EUR 0.03 million has been expensed for the 2012 financial year.
The Annual General Meeting held on 21 March 2012 decided to commence an
employee option programme for key employees in Trainers' House and its
subsidiaries.
The number of option rights granted shall not exceed 5,000,000, and the option
rights shall entitle their holders to subscribe no more than 5,000,000 new
shares or treasury shares in total.Of the warrants, 3,000,000 will be titled
2012A and 2,000,0000 will be titled 2012B.The subscription price for the
warrants is EUR 0.16.The subscription period for shares converted under the
warrant 2012A is from 1 September 2013 to 31 December 2014, and for shares
converted under the warrant 2012B from 1 September 2014 to 31 December 2015.The
options have not yet been offered.
CONDENSED FINANCIAL STATEMENTS AND NOTES
This 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 2011.
In producing this interim report, Trainers' House has applied the same
accounting principles for key figures as in its 2011 financial statements.The
calculation of key figures is described on page 94 of the financial statements
included in the Annual Report 2011.
The 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-
30/09/12 30/09/11 30/09/12 30/09/11 31/12/11
CONTINUING OPERATIONS
NET SALES 2,485 2,812 9,921 11,868 15,658
Other income from operations 289 154 613 480 648
Costs:
Materials and services 375 492 1,369 1,698 2,278
Personnel-related 1,270 1,461 4,961 5,505 7,399
expenses
Depreciation 487 524 1,477 1,622 2,145
Impairment 16,671
Other operating expenses 980 1,023 3,135 3,338 4,544
Operating profit/loss -338 -533 -408 185 -16,731
Financial income and expenses -39 -94 -112 -353 -833
Profit/loss before tax -377 -627 -520 -168 -17,564
Tax *) 98 154 171 5 -798
PROFIT/LOSS FOR THE PERIOD -279 -473 -349 -163 -18,362
Other comprehensive income:
Cash flow hedges 18 124 174
Income tax relating to -5 -32 -45
components of other
comprehensive income
Other comprehensive income 13 92 129
for the year, net of tax
TOTAL COMPREHENSIVE -279 -460 -349 -71 -18,233
INCOME FOR THE YEAR
Profit/loss attributable to:
Owners of the parent company -279 -473 -349 -163 -18,362
Total comprehensive income
attributable to:
Owners of the parent company -279 -460 -349 -71 -18,233
Earnings per share, undiluted:
EPS result for the period from -0.00 -0.01 -0.01 -0.00 -0.27
continuing operations
EPS attributable to hybrid -0.00 -0.00 -0.01
bond investors
EPS continuing operations -0.00 -0.01 -0.01 -0.00 -0.28
EPS attributable to equity -0.00 -0.01 -0.01 -0.00 -0.28
holders of the parent company
EPS result for the period -0.00 -0.01 -0.01 -0.00 -0.27
Diluted earnings per share are the same as undiluted earning per share.
*) The tax included in the income statement is deferred.
BALANCE SHEET IFRS (kEUR)
Group Group Group
30/09/12 30/09/11 31/12/11
ASSETS
Non-current assets
Property, plant and equipment 440 676 594
Goodwill 9,135 25,806 9,135
Other intangible assets 9,860 11,548 11,107
Other financial assets 202 202 202
Other receivables 1,679 3,127 1,607
Deferred tax receivables 503 1,378 579
Total non-current assets 21,820 42,737 23,224
Current assets
Inventories 11 11 11
Accounts receivables and 3,286 3,711 4,510
other receivables
Cash and cash equivalents 2,303 4,046 3,280
Total current assets 5,600 7,768 7,800
TOTAL ASSETS 27,419 50,505 31,025
SHAREHOLDERS' EQUITY AND
LIABILITIES
Equity attributable to equity
holders of the parent company
Share capital 881 881 881
Premium fund 5,077 13,943 13,943
Hedging reserve -37
Distributable non-restricted 31,872 31,872 31,872
equity fund
Other equity fund 4,962 4,962 4,962
Retained earnings -26,502 -16,497 -35,031
Total shareholders' equity 16,289 35,124 16,627
Long-term liabilities
Deferred tax liabilities 2,543 2,969 2,862
Other long-term liabilities 4,097 7,510 6,468
Accounts payable and other 4,490 4,902 5,068
liabilities
Total liabilities 11,130 15,381 14,398
TOTAL SHAREHOLDERS' EQUITY AND 27,419 50,505 31,025
LIABILITIES
CASH FLOW STATEMENT, IFRS (kEUR)
Group Group Group
01/01- 01/01- 01/01-
30/09/12 30/09/11 31/12/11
Profit/loss for the period -349 -163 -18,362
Adjustments to profit/loss 1,323 2,087 20,552
for the period
Change in working capital 74 -530 -142
Financial items -714 -821 -1,192
Cash flow from operations 335 572 856
Investments in tangible and -49
intangible assets
Repayment of loan receivables 1,200
Cash flow from investments 1,152
Withdrawal of long-term loans 9,300
Repayment of long-term loans -2,297 -10,296
Repayment of finance lease -166 -211 -265
liabilities
Cash flow from financing -2,463 -211 -1,261
Change in cash and cash -977 361 -405
equivalents
Opening balance of cash and 3,280 3,686 3,686
cash equivalents
Closing balance of cash and 2,303 4,046 3,280
cash equivalents
CHANGE IN SHAREHOLDERS' EQUITY (kEUR)
Equity attributable to equity holders of the parent company
A. Share capital
B. Premium fund
C. Hedging reserve
D. Distributable non-restricted equity
E. Other equity fund
F. Retained earnings
G. Total
A. B. C. D. E. F. G.
-------------------------------------------------------------------
Equity 881 13,943 -129 31,872 4,962 -16,410 35,119
01/01/2011
-------------------------------------------------------------------
Other 92 -163 -71
comprehensive
income
-------------------------------------------------------------------
Hybrid bond -22 -22
-------------------------------------------------------------------
Sharebased 99 99
payments
-------------------------------------------------------------------
Equity 881 13,943 -37 31,872 4,962 -16,497 35,124
30/09/2011
-------------------------------------------------------------------
-------------------------------------------------------------------
Equity 881 13,943 31,872 4,962 -35,031 16,627
01/01/2012
-------------------------------------------------------------------
Other -349 -349
comprehensive
income
-------------------------------------------------------------------
Hybrid bond -23 -23
-------------------------------------------------------------------
Sharebased 34 34
payments
-------------------------------------------------------------------
Decrease of -8,866 8,866 0
share premium
fund to cover
losses
-------------------------------------------------------------------
Equity 881 5,077 31,872 4,962 -26,502 16,289
30/09/2012
-------------------------------------------------------------------
RESTRUCTURING PROVISION (kEUR) Group Group Group
01/01- 01/01- 01/01-
30/09/12 30/09/11 31/12/11
Provisions 1 January 258 389 389
Provisions used -120 -130
Provisions 30 September / 258 268 258
31 December
PERSONNEL Group Group Group
01/01- 01/01- 01/01-
30/09/12 30/09/11 31/12/11
Average number of personnel 117 129 128
Personnel at the end of 112 130 125
the period
COMMITMENTS AND CONTINGENT Group Group Group
LIABILITIES (kEUR)) 30/09/12 30/09/11 31/12/11
Collaterals and contingent 11,005 12,102 11,906
liabilities given for
own commitments
Interest rate swaps:
Fair value -50
Nominal value 6,821 5,214
OTHER KEY FIGURES Group Group Group
30/09/12 30/09/11 31/12/11
Equity-to-assets ratio (%) 59.4 69.5 53.6
Net gearing (%) 24.3 16.1 32.4
Shareholders' equity/share (EUR) 0.24 0.52 0.24
Return on equity (%) -72.2 -35.2 -71.0
Return on investment (%) -50.5 -26.8 -46.8
Return on equity and return on investment have been calculated for the previous
12 months.
Helsinki 25 October 2012
TRAINERS' HOUSE PLC
BOARD OF DIRECTORS
For more information, please contact:
Vesa Honkanen, CEO, tel. +358 500 432 993
Mirkka Vikström, CFO, tel. +358 50 376 1115
DISTRIBUTION
OMX Nordic Exchange, Helsinki
Main mediawww.trainershouse.fi > Investors
© 2024 Nasdaq, Inc. All Rights Reserved |