2012-04-25 08:00:01 CEST
2012-04-25 08:00:10 CEST
REGULATED INFORMATION
Solteq Oyj - Interim report (Q1 and Q3)
SOLTEQ PLC’S INTERIM REPORT 1.1.-31.3.2012
Solteq Plc Stock Exchange Bulletin 25.4.2012 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 29,2 per cent and totalled 8,8 million euros
(6,9 million euros). Solteq Retail Oy's turnover totalled 905 thousand euros is
included in year 2012 figures.
- Solteq Plc's operating profit totalled 949 thousand euros (365 thousand
euros). Solteq Retail Oy's operating profit totalled 68 thousand 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 that we grow with the market and at the same time we
improve our profitability.
- Earnings per share were 0,04 euros (0,02 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.
KEY FIQURES
Turnover by operation:
% 1-3/12 1-3/11 1-12/11
Softwareservices 64 65 64
Licences 31 28 30
Hardware 5 7 6
CEO Repe Harmanen:"The first quarter was extremely significant for us with regard to the
implementation of our strategy. Action taken both operatively and
strategically, and its success, was important for both this year and the entire
strategic period. The strategy we published on 4 February 2011 is progressing
as planned, and the purchase of Aldata Solution Finland Ltd, published on 20
March 2012 supplemented our goals excellently. Our personnel carried out fine
work with our customers during the start of the year, and operative matters
have developed well alongside company reorganisation.
As the year began, we experienced operative success in the development of our
operations and improvement of profitability. The majority of our units improved
their result regarding both turnover and profitability compared to the previous
year. Development, which began last year, has continued at a good level. This
is a result of decisively improved monitoring and better operating methods,
which we implemented last year. In addition, the customer projects we carried
out last year have increased the turnover of our Continuity services. With
regard to some solutions, we should have been able to achieve a better result
during this quarter, but I believe that we can improve on these during the
second and third quarter of this year.
The corporate acquisition we published has been extremely significant for us,
and our position as Finland's leading retail actor is excellent for both our
customers and ourselves. Feedback from our customers has been very encouraging
and constructive, and we have been delighted to receive it. It seems that there
has been demand for an actor with genuine competence in the field, an actor
with the right solutions to improve customers' competitive ability. We are
committed to developing in an increasingly better and comprehensive direction
for our customers. Our customer promises concerning our guarantee of continuity
guide our operations, and we want our customers to succeed with us in Finland
and abroad.
Immediately after the publication of the corporate acquisition, we put into
practice a practical integration plan and integration work has begun as
planned. Integration work requires us to invest time and money over the course
of the year, but we believe that we are already in a good position to serve all
our customers even better than we could before. Integration work is estimated
to take from between three to six months, and our goal is to rapidly reach a
situation in which we work as one, single organisation for the benefit of the
customer.
Our financial situation as a whole seems fair and after the first quarter, our
key figures are heading in the right direction, although they are not yet at a
sufficient level in my opinion. We will take meticulous care of our funding
situation and the implementation of integration requires accuracy and daily
assessments of the situation. We can expect to see benefits from the merger at
the end of the year at the earliest; actual benefits will not been seen until
2013.
The general uncertainty facing the financial situation during the second half
of the year raises some questions, but for now we do not consider the situation
to be cause for concern. We have begun action which will enable us to move
forward even at the end of the year, and to minimise this uncertainty. We are
keeping our previous forecasts for turnover, growth and operating profit for
the entire year.
I consider our situation to be an exciting one, and customers are spurring us
on to be increasingly better. We will continue the good work. I'd like to wish
all our interest groups a lovely spring!"
BUSINESS ENVIRONMENT AND BUSINESS DEVELOPMENT
Solteq offers systematically developing operational and financial control
services to commercial, logistics, industrial and public administration actors.
We complement our core offering with solutions for specialized retail
management, maintenance and servicing management, as well as solutions for
quality improvement and the management of systems in which master data is
contained. With the help of our solutions developed using technology from the
world's leading companies, our clients guide their businesses more efficiently
and improve their profitability.
Since the beginning of 2012, Solteq Plc's reported segments are Enterprise
Resource Planning and Financial Management solutions (ERP business area until
2011), and Value Added Solutions (EAM, Data and STORE business areas until
2011), which includes store solutions and technologies, enterprise asset
management as well as solutions for master data management. Solteq Retail Oy
(former. Aldata Solution Finland Oy) figures are reported as part of Value
Added Solutions segment starting from 1.3.2012.
Solteq's turnover in the first quarter of was 8.849 thousand euros (6.850
thousand euros). Solteq Retail Oy's turnover totalled 905 thousand euros is
included in year 2012 figures.
Solteq's operating profit was 949 thousand euros (365 thousand euros). Solteq
Retail Oy's operating profit totalled 68 thousand euros is included in year
2012 figures.
The company's operating margin was 10,7 % (5,3 % in 2011). The operating margin
for the review period without one-time items was 7,6 %.
Enterprise Resource Planning and Financial Management Solutions
Solteq's Enterprise Resource Planning and Financial Management Solutions
segment offers its clientele enterprise resource planning systems and
supporting optimization and reporting solutions as well as a set of other
different added value solutions. These solutions help customers lead their
operations and enhance, for example, their purchases, sales and warehouse
management, as well as reporting. A wide group of customers use these solutions
every day in the trade, industry, auto trade and public sector operating areas,
among others.
The revenue of the ERP business area totalled 5,6 million euros. The business
area's operating profit was 0,9 million euros.
Value Added Solutions
Solteq's Value Added Solutions segment supports the enterprise resource
management and financial management segment by offering field solutions to
support operations, such as store solutions and technologies, enterprise asset
management and solutions for master data management.
The solutions of Solteq's Store business sector enhance the management of the
purchases, sales and customer relationships of specialty stores and chained
commerce. Every day hundreds of retailers, entrepreneurs and salespersons lead
their businesses and serve their customers in thousands of store locations by
means of these solutions.
The systems for maintenance management, asset management optimization,
fieldwork management and maintenance. Through these solutions, Solteq's
customers can anticipate the need for service of production lines and machines,
monitor the malfunction history and control the machinery maintenance related
material flows from purchasing to warehousing. The clientele consists of, among
others, energy and production plants, companies in the processing and
engineering industries, as well as the maintenance related service sector.
The segment is responsible for services and products relating to the data
(namely, masterdata) that are crucial to the customers' businesses. Solteq
offers to its customers masterdata-related quality improvement projects, data
maintenance services in which the services are outsourced to masterdata service
centers, software technologies and consultancy services that can be utilized in
masterdata management. The aim of these services is to ensure that the data
that is stored in the programs that support customers' enterprise resource
planning and decision-making is high-quality, compatible and up to date.
During the review period the revenue of the Value Added Solutions segment
totalled 3,3 million euros and the operating result was 0,1 million euros.
Solteq Retail Oy, acquired during the review period, has merged with the Solteq
Group as of 1.3.2012. The company will be presented in its entirety as a part
of the Value Added Solutions segment, and its effect on the turnover for the
review period is EUR 0.9 million and operating profit EUR 0.1 million.
TURNOVER AND RESULT
Turnover increased by 29,2 % compared to the previous year and totalled 8.849
thousand euros (previous review period 6.850 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 was 949 thousand euros (365 thousand euros),
the operating profit before taxes was 837 thousand euros (315 thousand euros)
and the operating profit for the review period was 493 thousand euros (228
thousand euros).
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 26.760 thousand euros (16.447 thousand euros).
Liquid assets totalled 1.455 thousand euros (85 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 7.175 thousand euros (6.103
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 to the invested
unrestricted equity fund was 3.135 thousand EUR.
Solteq Group's equity ratio was 35,5 per cent (33,0 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.
INVESTMENTS, RESEARCH AND DEVELOPMENT
Gross investment during the review period was 6.891 thousand euros (21 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 288
(208). The average number of personnel during the review period was 218 (225).
In the end of the review period the number of personnel could be divided as
follows Enterprise Resource Planning and Financial Managament solutions
segment: 114 people; Value Added Solutions segment: 144 people and 30 people in
shared functions. The increase of personnel in Value Added Solutions contains
the personnel of Solteq Retail Ltd, acquired in March 2012, a total of 74
employees.
RELATED PARTY TRANSACTIONS
Solteq's related parties include the board of directors, managing director and
the management team.
There have been no significant changes in the company's related party
transactions since the financial statements 2011.
SHARES, SHAREHOLDERS AND TREASURY SHARES
Solteq Plc's equity on 31.3.2012 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 company Solteq Management Oy's possession 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, four 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.
After the directed issue of shares during the review period, Mutual insurance
company Eläke-Fennia's ownership of Solteq is 14.7% 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 0.7 million shares (0.8 million shares) and 0.7 million euros (0.8
million euros). The highest price during the review period was 1.30 euros and
the lowest price was 0.99 euros. The weighted average price of the share was
1.14 euros and the price ending was 1,13 euros. The market value of the
company's shares in the end of the review period totalled 13,7 million euros
(12,0 million euros).
Ownership
At the end of the review period, Solteq had a total of 1,821 shareholders
(1,914 shareholders). Solteq's 10 largest shareholders owned 11,187 thousand
shares, amounting to 74.6 per cent of the company's shares and votes. Solteq
Plc board members owned a total of 5,499 thousand shares which equals 45.3 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
Solteq Plc has published on April 4, 2012 a prospectus in Finnish, which
concerns the company's directed issue of shares, published with a stock
exchange release on 20.3.2012. Solteq has compiled the prospectus with the sole
purpose of listing the new shares subscribed in the Issue for trade. The
prospectus is neither an offer nor tender offer to subscribe or purchase the
company's shares in the Issue or otherwise.
The new shares subscribed in the directed issue of Solteq Plc - a total of
2.849.632 shares - has been admitted into public trading in Nasdaq OMX Helsinki
Oy as of April 5, 2012, together with the old shares.
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 that we grow with the market and at the same time we
improve our profitability.
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 two business areas. The Enterprise
Resource Planning and Financial Management Solutions segment includes systems
for finance and enterprise resource planning. The Value Added Solution segment
includes point-of-sale and store management systems, asset management, field
service and maintenance management systems and also masterdata management. 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)
1.1.- 1.1.- 1.1.-
31.3.2012 31.3.2011 31.12.2011
NET TURNOVER 8 849 6 850 27 144
Other operating
income 891 9 15
Raw materials and
services -2 213 -1 485 -6 383
Staff expenses -4 372 -3 743 -14 165
Depreciation -227 -205 -750
Other operating
expenses -1 979 -1 061 -4 408
OPERATING RESULT 949 365 1 453
Financial income and
expenses -112 -50 -174
RESULT BEFORE TAXES 837 315 1 280
Income taxes -344 -87 -383
RESULT FOR THE PERIOD
493 228 897
OTHER ITEMS OF TOTAL COMPREHENSIVE INCOME
Cash flow hedging 19 20 8
Other items of total comprehensive income
after taxes 14 15 6
TOTAL COMPREHENSIVE INCOME
507 243 903
Total profit for the period attributable to
Owners of the parent 493 228 897
Total comprehensive income attributable to
Owners of the parent 507 243 903
Earnings / share,
e(undiluted) 0,04 0,02 0,08
Earnings / share,
e(diluted) 0,04 0,02 0,08
Taxes corresponding to the result have been presented as taxes
for the period.
GROUP BALANCE SHEET (TEUR) 31.3.2012 31.3.2011 31.12.2011
ASSETS
NON-CURRENT ASSETS
Intangible assets
Intangible rights 4 022 2 008 1 780
Goodwill 12 728 6 199 6 199
Tangible assets 944 2 643 2 264
Investments
Other shares and similar
rights of ownership 524 93 524
Deferred tax
assets 0 568 280
Other receivables 67 87 67
Total non-current
assets 18 285 11 598 11 114
CURRENT ASSETS
Short-term debtors 7 020 4 764 5 983
Cash in hand and at banks 1 455 85 277
Total current
assets 8 475 4 849 6 260
TOTAL ASSETS 26 760 16 447 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 -686 -835
Share premium account 75 75 75
Account for cash flow
hedging 0 -5 -14
Unrestricted equity
fund 6 935 3 801 3 801
Retained earnings 1 911 1 012 1 012
Result for the
financial period 493 228 897
Total equity 9 490 5 434 5 945
Non-current liabilities
Deferred tax liabilities 47 0 0
Other non-current liabilities 5 568 3 101 1 951
Current liabilities 11 655 7 912 9 478
Total liabilities 17 270 11 013 11 429
TOTAL EQUITY AND
LIABILITIES 26 760 16 447 17 374
FINANCIAL PERFORMANCE
INDICATORS (IFRS) 1-3/2012 1-3/2011 1-12/2011
Net turnover MEUR 8,8 6,9 27,1
Change in net turnover 29,2 % 11,1 % 0,5 %
Operating result MEUR 0,9 0,4 1,5
% of turnover 10,7 % 5,3 % 5,4 %
Result before taxes MEUR 0,8 0,3 1,3
% of turnover 9,5 % 4,6 % 4,7 %
Equity ratio, % 35,5 33,0 34,2
Gearing, % 60,3 % 110,8 % 65,4 %
Gross investments in
non-current assets MEUR 6,9 0,0 0,5
Return on equity, % 26,8 % 13,4 % 16,0 %
Return on investment, % 27,7 % 11,1 % 13,1 %
Personnel at end of
period 288 208 212
Personnel average
for period 218 225 211
KEY INDICATORS PER SHARE
Earnings / share, e 0,04 0,02 0,08
Earnings / share,
e(diluted) 0,04 0,02 0,08
Equity / share, e 0,67 0,47 0,52
SEGMENT INFORMATION
Turnover by segment:
Me 1-3/12 1-3/11 Change
Enterprise Resource Planning and Financial 5,6 4,3 +1,3
Management Solutions
Value Added Solutions 3,3 2,6 +0,7
Total 8,9 6,9 +2,0
Operating result by segment:
Me 1-3/12 1-3/11 Change
Enterprise Resource Planning and Financial 0,9 0,4 +0,5
Management Solutions
Value Added Solutions 0,1 0,0 +0,1
Total 1,0 0,4 +0,6
QUARTERLY KEY INDICATORS (MEUR)
2Q/10 3Q/10 4Q/10 1Q/11
Net turnover 6,59 6,75 7,49 6,85
Operating result -1,16 -0,04 -2,10 0,37
Result before taxes -1,20 -0,08 -2,15 0,32
2Q/11 3Q/11 4Q/11 1Q/12
Net turnover 7,32 5,32 7,65 8,85
Operating result 0,32 0,29 0,47 0,95
Result before taxes 0,27 0,26 0,43 0,84
CASH FLOW STATEMENT (MEUR)
1-3/2012 1-3/2011 1-12/2011
Cash flow from business
operations 0,65 1,04 3,78
Cash flow from capital
expenditure -5,47 -0,02 -0,47
Cash flow from financing activities
Own shares -0,09 -0,07 -0,22
Directed issue 3,13 0,00 0,00
Loan agreements 2,96 -1,00 -2,94
Cash flow from financing
activities 6,00 -1,07 -3,16
Change in cash and cash
equivalents 1,18 -0,05 0,15
TOTAL INVESTMENTS (TEUR)
1-3/2012 1-3/2011 1-12/2011
Continuing operations,
group total 6 891 21 471
LIABILITIES (MEUR) 31.3.2012 31.3.2011 31.12.2011
Company quorantee for
credit limits 10,00 2,61 2,28
Lease contracts, machinery &
equipment 0,86 0,60 0,23
Lease liability,
premises 4,55 1,69 1,42
Pledged shares 0,00 1,59 1,59
MAJOR SHAREHOLDERS MARCH 31, 2012
%
1. Saadetdin Ali 3 481 383 23,2
2. Keskinäinen vakuutusyhtiö Eläke-Fennia 2 204 715 14,7
3. Aalto Seppo 1 662 206 11,1
4. Profiz Business Solution Oyj 1 384 823 9,2
5. Keskinäinen työeläkevakuutusyhtiö Varma 644 917 4,3
6. Pirhonen Jalo 513 380 3,4
7. Solteq Management Oy 400 000 2,7
8. Solteq Oyj 388 404 2,6
9. Roininen Matti 350 000 2,3
10. Hakamäki Jorma 157 430 1,0
10 largest shareholders total 11 187 258 74,6
Total of nominee-registered 20 047 0,1
Others 3 790 756 25,3
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 15 228 243
Acquiring of own shares -68 -68
Covering the losses -3 413 3 413 0
EQUITY 31.3.2011 1 009 -686 75 -5 3 800 1 241 5 434
EQUITY 1.1.2012 1 009 -835 75 -14 3 800 1 910 5 945
Total comprehensive income 14 493 507
Acquiring of own shares -99 -99
Directed issue 3 135 3 135
EQUITY 31.3.2012 1 009 -933 75 0 6 935 2 404 6 490
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
ACQUISITIONS
Solteq 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
--------------------------------------------------------------------------------
-
Aggregate figures for the acquisition 1-3/2012
--------------------------------------------------------------------------------
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 1-3/2012
statement
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Revenue* 905
Operating profit* 68
*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 74
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Impact on the Solteq Group's assets and liabilities 31.3.2012
--------------------------------------------------------------------------------
Intangible assets 23
Tangible assets 90
Non-current assets, total 113
Inventories 93
Trade and other receivables 1 503
Cash and cash equivalents 179
Current assets, total 1 775
Assets total 1 888
Financial liabilities 1 789
Current liabilities total 1 789
Net identifiable assets and liabilities 99
Purchase price of the acquisition 8 301
Intangible rights, technology * 1 713
Intangible rights, customerships * 602
Goodwill 6 529
Deferred tax liabilities -567
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
23 thousand euros (technology) and 6 thousand euros (customerships)
Financial Reporting
Solteq Plc's financial information bulletins in 2012 have been scheduled as
follows:
- Interim Report 1-6/2012 Tuesday 17.07.2012 at 9.00 am
- Interim Report 1-9/2012 Thursday 18.10.2012 at 9.00 am
More investor information is available from Solteq's website at www.solteq.com
Additional information:
CEO Repe HarmanenTelephone: +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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