2010-02-16 09:00:00 CET
2010-02-16 09:00:02 CET
REGULATED INFORMATION
Revenio Group Oyj - Financial Statement Release
REVENIO GROUP CORPORATION'S FINANCIAL STATEMENTS BULLETIN 2009
Revenio Group Corporation
Stock Exchange Release
February 16, 2010, at 10:00 am
REVENIO GROUP CORPORATION FINANCIAL STATEMENTS BULLETIN 2009
- Consolidated net sales EUR 30.0 million (EUR 45.1 million), down by 33,6
per cent.
- Consolidated operating result EUR -0.6 million (EUR 3.8 million), or
-2.1 (8.4) per cent of net sales.
- Pre-tax profit EUR -0.8 million (EUR 3.6 million).
- Diluted and undiluted earnings per share EUR -0.01 (0.035).
- Cash flow from operating activities EUR 2.0 million (EUR 3.3 million).
- Proposed dividend EUR 0.01 per share (EUR 0.02 per share).
- Net sales for 2010 are expected to remain at their 2009 level and the 2010
operating profit to be positive.
10-12/2009
-Net sales EUR 7.0 million (EUR 10.0 million), down by 30.2 per cent.
-Operating profit EUR -0.1 million (EUR 0.1 million).
Olli-Pekka Salovaara, President and CEO:
” Olli-Pekka Salovaara, President and CEO:
”In the second half of 2009, we succeeded in adjusting and redirecting our
operations in such a way that the negative results of the first half improved
everywhere except the Services segment, where the situation remained difficult
throughout the year. In line with forecasts, due to weak demand in the Services
segment the consolidated operating result for the entire year was in the red.
Key risks to our financial performance for 2010 also relate to how demand in
the worst affected segments, Services and Systems, develops.
In the light of the current economic situation, the Health Care and Technology
segments' prospects for 2010 can be characterized as reasonable, and during the
last quarter of 2009 the outlook for the Safety segment even improved
moderately.
In all Group business segments, however, the long term predictability of market
demand continues to be poor compared to normal economic conditions. In sum, in
2010 we expect all Revenio Group operations to show positive trends.”
MARKET SITUATION
Toward the end of 2008, the economic recession clearly began to affect demand
for Revenio Group's translation and content creation and logistics services, in
particular. Throughout 2009, the markets showed no signs of real improvement.
Strong reductions in export trade cut back demand for translation services, and
in the Services segment, 2009 was characterized by exceptionally fierce price
competition. The traditional translation and content creation markets have
clearly shrunk in the last few years as content is increasingly created in the
target languages from the beginning. Net sales for our Telemarketing and
Contact Centre services fell in household markets in particular. Thanks to
Revenio Group's adjustment measures, the Group was able to align the operations
of its Service segment with current demand.”
Demand for the Systems segment's reel-handling solutions fell as a result of
the weakened market situation in the paper industry and investment
postponements in other industries. Moreover, the slump in investment also
eroded demand for software solutions.
The global economic recession had a minor impact on the performance of Revenio
Group's Health Care segment. Net sales and profitability within the segment
showed a favorable trend throughout 2009, and the Company forged ahead as
planned in the North American market.
The volume of the Safety segment's short-term order book declined, although the
segment's order portfolio stretches ahead over an extended period. During the
second half of 2009, however, positive developments have been observed amongst
clientele.
Due to the downturn in industrial investments in general, the Group's
Technology segment has seen a decrease in demand for LED information displays
and display systems. At the end of the year, however, Finnish Led-Signs
successfully concluded a significant sales contract with BP p.l.c. (British
Petroleum), making FLS one of BP's two European price display system suppliers.
NET SALES, PROFITABILITY AND PROFIT
The Revenio Group's consolidated net sales in the accounting period 1 January -
31 December 2009 totaled EUR 30.0 million (EUR 45.1 million), representing a
reduction of 33.6 per cent on the previous period.
Earnings before interest, taxes, depreciation and amortization (EBITDA) reached
EUR 0.5 million (EUR 5.2 million), accounting for 1.5 (11.5) per cent of net
sales, representing a reduction of -91.1 per cent on the previous period.
Consolidated operating result was EUR -0.6 million (EUR 3.8 million), or -2.1
per cent of net sales (8.4 of net sales). Pre-tax result amounted to EUR -0.8
(3.6) million, representing -2.8 (8.0) per cent of consolidated net sales. Net
profit/loss for the period was EUR -0.8 million (EUR 2.7 million), or -2.7
(5.9) per cent of net sales.
Both undiluted and diluted earnings per share totaled EUR -0.010 (EUR 0.035).
Equity per share was EUR 0.20 (EUR 0.23).
In the last quarter 2009, net sales were EUR 7.0 million (EUR 10.0 million),
representing a reduction of 30.2 per cent on the previous period. Operating
result for the fourth quarter 2009 was EUR -0.1 million (EUR 0.1 million), or
-1.5 (0.5) per cent of net sales. In the last quarter 2009, both undiluted and
diluted earnings per share were EUR -0.001 (EUR -0.000).
The decrease in consolidated net sales and profitability was mainly due to
substantially reduced demand for the Services and Systems segments' products
and services. For the same reason, the profitability of the Technology and the
Safety segments also fell short of the previous year. In contrast, the Health
Care segment substantially improved its sales and profitability.
BALANCE SHEET, FINANCIAL POSITION AND INVESTMENTS
The consolidated balance sheet total on 31 December 2009 was EUR 26.6 million
(EUR 28.9 million). Shareholders' equity came to EUR 15.7 million (EUR 17.6
million). At end of period, interest-bearing net liabilities amounted to EUR
1.1 million (EUR 1.4 million), and gearing stood at 7.1 (7.9) per cent.
Consolidated equity ratio was 60.7 (60.9) per cent. The Group's liquid assets
on the balance sheet date were EUR 2.9 million (EUR 2.0 million).
During the period under review, the Group took out a EUR 2.0 million pension
fund loan. In addition, the Group has a EUR 2.0 million checking account limit,
from which no funds had been withdrawn at the end of the review period.
Cash flow from business operations came to EUR 2.0 million (EUR 3.3 million).
In 2009, the Group's purchases of PPE and intangible assets totaled EUR 0.3
million (EUR 0.5 million).
GROUP STRUCTURE
The Revenio Group comprises the Parent Company Revenio Group Corporation and
its wholly-owned subsidiaries, all active companies, Done Information Oy, Midas
Touch Oy, Done Logistics Oy, Icare Finland Oy, Boomerang Boats Oy and Finnish
Led-Signs Oy, and additionally the following subsidiaries of Midas Touch Oy:
Midas Touch Media Oy, Midas Touch Gateway Oy, Midas Touch Interactive Oy, Midas
Touch Tech Oy and Midas Touch Care Oy. Kiinteistöosakeyhtiö Koy Kauhajoen
Hakasivuntie 1, a real estate company held by Done Logistics Oy, is also a
member of Revenio Group.
OPERATIONS BY BUSINESS SEGMENT
Revenio Group Corporation's business operations are organized into five primary
business segments: Services (Done Information Oy and Midas Touch Oy), Systems
(Done Logistics Oy), Health Care (Icare Finland Oy), Safety (Boomeranger Boats
Oy) and Technology (Finnish Led-Signs Oy). This segment based structure
corresponds to the Group's organization and internal reporting.
Services
Of the two Services segment companies, Done Information Oy is one of Finland's
biggest translation and content creation companies, while Midas Touch Oy is a
leading Finnish Contact Centre company.
In 2009, the Service segment's net sales were EUR 13.6 million (EUR 21.0
million), down by 35.2 per cent from the previous year. Its margin was EUR -2.0
million (EUR 0.3 million). In the last quarter 2009, the segment reported net
sales of EUR 2.7 million (EUR 4.8 million) and a margin of EUR -0.7 million
(EUR -0.4 million).
In 2009, the net sales and profitability of Done Information Oy declined from
the previous year, due to a drop in prices and weakened demand. The current
economic situation has reduced order volumes from machinery and equipment
manufacturers, which constitute a significant part of the company's customer
base.
In the second half of 2008, Done Information Oy began the first of a series of
adjustment measures aimed at accommodating its operations to the economic
downturn, but this did not sufficiently compensate for the decline in demand. A
second round of statutory co-determination negotiations ended in August 2009
(Finnish Act on Cooperation within Undertakings) and subsequently led to
improved profitability during the last quarter of 2009.
Sales of products and services marketed through Contact Centers decreased,
particularly in household markets, reducing Midas Touch Oy's sales and
profitability. Regardless of adjustments and reorganization carried out in
Midas Touch Oy, its profitability was significantly eroded and the markets show
no signs of recovery in the near future.
The 2009 financial result of Midas Touch Oy includes EUR 0.33 million in
reorganization costs and 0.32 million in termination costs of unprofitable
business contracts.
According to a goodwill impairment test carried out in February 2010, there is
no need to lower the goodwill of Midas Touch Oy in the consolidated balance
sheet, in spite of its poorer than expected financial performance in 2009.
Regardless of the fact that the goodwill impairment test sensitivity margins
are considered adequate, the risk of a potential future goodwill write-down has
nevertheless increased due to continued poor profitability during the last
quarter of 2009 and a faltering profitability outlook for 2010.
Systems
The Systems segment comprises Done Logistics Oy, a company providing its
corporate customers with material handling systems and supporting information
systems.
In 2009, the Systems segment's net sales amounted to EUR 4.7 million (EUR 12.7
million), representing a reduction of 62.9 per cent from the previous period.
The segment margin was EUR -0.2 million (EUR 1.6 million). For the last quarter
of 2009, the segment reported net sales of EUR 0.9 million (EUR 1.8 million)
and a segment margin of EUR -0.2 million (EUR -0.1 million).
Net sales and profitability were affected by the economic downturn, which
strongly reduced client companies' investments, impeded the winning of new
customers, and accumulated pressure on pricing. Some customers reported that
they had already decided to postpone investments. Nevertheless, customers
continued with their maintenance and modernization projects and also made some
new investments. The market is expected to remain challenging.
Health Care
The Health Care segment comprises Icare Finland Oy, a company specialized in
the research and development, manufacture and sale of Tonometers measuring
intra ocular pressure.
In 2009, the segment's net sales amounted to EUR 6.1 million (EUR 4.3 million),
and represented an increase of 42 per cent on the previous year. The Health
Care segment's profit margin grew by 65.4 per cent to EUR 2.3 million (EUR 1.4
million), and accounted for 37.5 per cent (32.2 per cent) of net sales. For the
last quarter 2009, net sales were EUR 1.8 million (EUR 1.3 million) and the
operating profit was EUR 0.8 million (EUR 0.4 million).
The favorable development in the Health Care segment's net sales and
profitability was primarily due to the successful reorganization of
distribution operations in the U.S.A. In September 2009, Icare launched a new
group of products whose manufacture will begin during the first half of 2010.
This new product range is expected to increase sales in Europe in 2010, and
after the necessary official authorizations have been granted in North America
and the Far East, the same is expected in those parts of the world.
Safety
The Safety segment comprises Boomeranger Boats Oy, a company that designs,
manufactures and sells Rigid Inflatable Boats of the highest quality, primarily
for navy rescue units, authorities and security forces in various countries.
In 2009, the Safety segment's net sales amounted to EUR 2.8 million (EUR 3.0
million), and represented a reduction of 5.7 per cent on the previous year. The
segment profit margin in 2009 was EUR 0.1 million (EUR 0.4 million). For the
last quarter 2009, the segment's net sales were EUR 0.9 million (EUR 0.9
million) and profit margin EUR 0.1 million (EUR 0.2 million).
The Safety Segment was affected by a temporary decline in the volume of its
near-term order book during the summer. However, the situation improved in the
autumn. In addition, the company has won long-term orders for the next few
years. In 2009, Boomeranger Boats Oy concluded new supply contracts amounting
to EUR 1.7 and 1.2 million, with delivery due in 2010-2012.
Technology
Finnish Led-Signs Oy constitutes the Technology segment. It is the largest
supplier of LED price displays in Scandinavia, and Finland's leading
manufacturer of LED information displays and car parking guidance and
information systems.
In 2009, the Technology segment's net sales were EUR 2.7 million (EUR 4.2
million), representing a reduction of 34.9 per cent on the previous year. The
segment profit margin was EUR 0.3 million (EUR 0.9 million). In the last
quarter 2009, net sales were EUR 0.6 million (EUR 1.2 million) and the profit
margin was EUR 0.1 million (EUR 0.3 million).
Resulting from the general downturn in investments, in 2009 the Technology
segment saw a decrease in demand for LED information displays and display
systems.
At the end of 2009, Finnish Led-Signs Oy successfully concluded a sales
contract with BP p.l.c. (British Petroleum), and became one of BP's two
European price display system suppliers. LED-technology price display systems
will be delivered to BP's retail outlets in the UK, Austria, Switzerland,
Poland and Turkey. In 2009, the first deliveries of parking sensor systems
designed by FLS were delivered to international customers abroad and to Finavia
at the Helsinki-Vantaa airport.
Net sales Net sales Segment profit margin
1-12/2009 1-12/2008 1-12/2009 1-12/2008
MEUR share MEUR share MEUR % MEUR %
Services total 13.6 45% 20.9 46% -2.00 -15 0.34 2
-Done Information 3.6 12% 5.3 12% -0.16 -5 0.24 5
-Midas Touch 10.0 33% 15.6 34% -1.51 -18 0.10 1
Systems 4.7 16% 12.7 28% -0.24 -5 1.70 13
Health Care 6.1 21% 4.3 10% 2.31 38 1.04 32
Safety 2.8 9% 3.0 7% 0.06 2 0.17 13
Technology 2.7 9% 4.2 9% 0.29 11 0.61 22
Total 30.0 100% 45.1 100% 0.41 1 4.69 10
Parent Co. expenses -1.05 -3 -0.92 -2
Operating profit/loss -0.64 -2 3.77 8
Consolidated net sales, profit margin and operating profit/loss by segment and
by quarter:
MEUR Q4/09 Q3/09 Q2/09 Q1/09 Q4/08 Q3/08 Q2/08 Q1/08
Net sales:
Services total 2.7 2.9 3.6 4.4 4.8 5.3 5.4 5.5
-Done Information 0.9 0.7 0.8 1.1 1.2 1.2 1.6 1.3
-Midas Touch 1.8 2.2 2.8 3.3 3.6 4.1 3.8 4.2
Systems 0.9 1.1 1.1 1.6 1.8 2.6 4.3 4.0
Health Care 1.8 1.5 1.4 1.4 1.3 1.0 1.0 1.0
Safety 0.9 0.5 0.4 1.0 0.9 0.8 0.5 0.8
Technology 0.6 0.8 0.7 0.6 1.2 1.0 1.0 0.9
Total 7.0 6.8 7.1 9.1 10.0 10.6 12.3 12.2
Segment profit
margin: Q4/09 Q3/09 Q2/09 Q1/09 Q4/08 Q3/08 Q2/08 Q1/08
Services total -0.65 -0.27 -0.56 -0.52 -0.51 0.15 0.18 0.47
-Done Information 0.12 -0.10 -0.16 -0.04 -0.03 0.03 0.17 0.07
-Midas Touch -0.77 -0.17 -0.40 -0.48 -0.48 0.12 0.01 0.40
Systems -0.17 0.11 -0.14 -0.04 -0.07 0.45 0.63 0.61
Health Care 0.78 0.54 0.49 0.50 0.32 0.35 0.29 0.41
Safety 0.07 -0.06 -0.06 0.12 0.23 0.11 0.03 0.04
Technology 0.06 0.12 0.08 0.03 0.30 0.20 0.32 0.08
Total 0.08 0.44 -0.20 0.09 0.27 1.26 1.45 1.61
Parent Co. costs -0.19 -0.21 -0.36 -0.29 -0.22 -0.20 -0.29 0.21
Operating profit -0.11 0.23 -0.56 -0.20 0.05 1.06 1.16 1.39
Operating profit,% -1.5% 3.4% -7.9% -2.3% 0.5% 10.0% 9.4% 11.4%
HUMAN RESOURCES
The number of personnel employed by the Group in 2009 averaged 516 (667). At
the end of the accounting period, the number of employees was 423 (526). The
average age of the personnel was 36.5 (35.3) years.
During 2009, statutory co-determination negotiations were conducted in Midas
Touch, Done Information and Done Logistics in accordance with the Finnish Act
on Cooperation within Undertakings.
Two rounds of statutory co-determination negotiations were conducted during the
year in Midas Touch Oy, which belongs to the Services segment. Based on the
negotiation round which ended in April 2009, Midas Touch Oy decided on the
temporary lay off of a maximum of 102 employees and to terminate the employment
of two employees. Following the negotiation round, which ended in October 2009,
Midas Touch Oy terminated, or shifted from full-time to part-time, a total of
36 employment contracts. The majority of persons made redundant were already
temporarily laid off. Additionally, following the statutory co-determination
negotiations, some Midas Touch Oy staff were temporarily laid off during the
final quarter of 2009.
Based on the statutory co-determination negotiations completed in June 2009,
Done Logistics Oy has the right, until the end of September 2010, to decide on
its employees' lay-offs, shifts to part-time work, termination of employment,
and other potential adjustment measures. At the year end 2009, nine employees
of Done Logistics Oy were temporarily laid off.
Four employees of Done Information Oy were made redundant and nine temporarily
laid-off following the round of statutory co-determination negotiations
completed in August 2009. Following these negotiations, the company has the
option to temporarily lay off another 11 employees.
In 2009, workplace well-being plans were initiated for all Revenio Group
companies. These plans aim to improve workplace well-being and harmonize all
Human Resource Management practices in all Group companies over the next few
years.
During the review period, the company's average personnel were distributed as
follows:
12/31/2009 12/31/2008 Change
Services 423 545 -123
Systems 47 67 -20
Health Care 8 8 0
Safety 21 27 -6
Technology 13 15 -2
Parent Company 4 4 0
Total 516 667 -151
MANAGEMENT
Revenio Group Corporation's President and CEO is Olli-Pekka Salovaara. The
Management Group consists of Olli-Pekka Salovaara, President and CEO; Pekka
Raatikainen, Chief Financial Officer; and Juha Kujala, Director Corporate
Development.
Tarja Salonen, M.Sc. (Eng.), formerly Sales Director of Done Information Oy,
was appointed Managing Director of Done Information Oy as of 6 March 2009.
Mr. Jussi Mannerberg, Naval Architect and formerly Boomeranger Boats Oy's
Technical Director, became Managing Director of the Safety subsidiaryBoomeranger Boats Oy on 1 May 2009.
Markku Pihlajaniemi, formerly Vice President of Service Subsidiary Midas Touch
Oy, was appointed CEO of Midas Touch Oy as of June 1, 2009.
Juha Mikkola, Managing Director of Done Logistics, resigned on 15 October 2009.
On the same date, Olli-Pekka Salovaara, Revenio Group Corporation's President
and CEO was appointed Acting Managing Director of Done Logistics Oy.
Ari Tiukkanen is acting as Managing Director of Icare Finland Oy, and Mia
Alpisalo is Managing Director of Finnish Led-Signs Oy.
BUSINESS DEVELOPMENT
Since 20 April 2009, in accordance with a decision taken by the AGM, the new
Company name has been Revenio Group Corporation. The name was changed in order
to better reflect the company's current structure as a successful conglomerate.
Toward the end of 2009, the Board of Directors revised Revenio Group
Corporation's business strategy and redefined its vision and mission. According
to the updated business strategy, the Group may also continue to pursue growth
through acquisitions, the criteria for which have been specified in the
strategy. All potential future corporate transactions and reorganizations,
which may include divestments, aim at supporting the Group businesses' positive
cash flow, earning power and growth.
SHARES, SHARE CAPITAL AND MANAGEMENT HOLDINGS
On 31 December 2009, Revenio Group Corporation's fully paid-up share capital
registered with the Trade Register was EUR 5,314,918.72 and the number of
shares outstanding totaled 76,839,730.
On this date, the Board of Directors and the President and CEO held 20.7 per
cent of the shares, or a total of 15,940,716 shares, and also 18.6 per cent of
option rights, or a total of 684,365 options.
On 23 January 2009, the Board of Revenio Group Corporation decided on a private
placement directed at former Finnish Led-Signs Oy shareholders Mia Järvinen and
Olli-Pekka Salovaara. This share issue was based on the share-issue
authorization granted by Revenio Group Corporation's Annual General Meeting on
2 April 2008. In accordance with the share swap agreement signed in September
2007, this share issue constituted the final installment of the purchase price
of Finnish Led-Sign Oy. A total of 1,724,138 Revenio Group Corporation shares
were subscribed in this private placement. The subscription price was
recognized in full under the invested unrestricted equity fund, and the
increase in the number of shares was registered in the Trade Register on 16
February 2009.
CHANGES IN SHAREHOLDINGS
On 16 February 2009, Revenio Group Corporation received a notification, in
accordance with Chapter 2, Section 9 of the Securities Markets Act, indicating
that Gateway Finland Oy's holdings of the Company's shares and votes had fallen
below three-twentieths (3/20). Gateway Finland Oy's holdings of Company shares
and votes on 16 February 2009 were 14.77 per cent.
On 18 December 2009, Revenio Group Corporation received a notification from
Gateway Finland Oy that Gateway Finland Oy's holdings of the Company's shares
and votes had fallen below one-twentieth (1/20). On 18 December 2009, Gateway
Finland Oy's share of the Company's shares and votes was 4.95 per cent.
PURCHASE AND CANCELLATION OF OWN SHARES
During the reporting period, Revenio Group Corporation acquired 220,262 Company
shares in accordance with the decisions of the Board of Directors made on 6
November 2008, on 26 March 2009, and on 28 April 2009.
Based on the authorization of the Annual General Meeting on 15 April 2009, the
Board of Revenio Group Corporation decided on 28 April 2009 to begin
repurchasing own shares. The repurchase began on 6 May 2009 and will end no
later than 30 April 2010. At the end of 2009, the Company had repurchased
90,260 own shares. These were used to pay the Board members their remunerations
in shares, as decided at the Annual General Meeting held on 15 April 2009.
On 5 March 2009, the Board of Revenio Group Corporation decided to cancel
1,000,000 own shares held by the Company, representing 1.28 per cent of the
Company's shares and votes. This cancellation had no impact on share capital,
and no significant impact on the distribution of ownership or voting rights
within the Company.
OPTION PROGRAMMES IN PLACE
On the basis of the share-issue authorization granted by the Annual General
Meeting on 3 April 2007, the Board of Revenio Group Corporation decided on 23
November 2007 to issue a new option scheme comprising a maximum 3,684,365
option rights. Each option right entitles the holder to subscribe for one
Revenio Group Corporation share. Against the total number of the Company's
shares on 31 December 2009, the proportion of shares to be subscribed on the
basis of the option rights issued represent a maximum of 2.5 per cent of the
Company's shares and votes, once all new shares subscribed with these option
rights have been registered. Shares subscribed with the option rights entitle
their holder to a dividend from the subscription year onwards.
The stock options have been divided into three series: Series A comprising
1,684,365 shares; Series B comprising 1,000,000 shares; and Series C comprising
1,000,000 shares. The subscription period for stock options marked A is 1 May
2009 - 1 May 2013, for stock options marked B 1 November 2010 - 1 November
2014, and for stock options marked C 1 May 2012 - 1 May 2016. The share
subscription price will be the trade-weighted average price quoted on the
Helsinki Exchanges during the period 1 - 30 November 2007 (0.67 EUR, option
right A), the period 1 - 30 April 2009 (0,32 EUR, option right B), and the
period 1 - 30 November 2010 (option right C).
During the accounting year 2009, 75,000 new Series 2007A option rights were
issued, and 150,000 Series 2007A options were returned to the Company. During
the accounting year, 685,000 Series 2007B option rights were issued. On the
balance sheet date, the Company's key employees held a total of 1,159,365
Series 2007A options and a total of 685,000 Series 2007B options.
TRADING AT NASDAQ OMX HELSINKI
In the period 1 January - 31 December 2009, Revenio Group Corporation's
turnover on NASDAQ OMX HELSINKI totaled EUR 8.3 (12.0) million, representing
25.1 (24.9) million shares and 32.7 (32.9) per cent of shares outstanding. The
trading high was EUR 0.42 (0.78) and the low EUR 0.26 (0.26). At the end of the
review period, the closing price was EUR 0.35 (0.31), and the average share
price was EUR 0.33 (0.48). The Revenio Group Corporation's market value on 31
December 2009 was EUR 26.9 (23.6) million.
ANNUAL GENERAL MEETING AND VALID BOARD AUTHORIZATIONS
The Annual General Meeting of 17 April 2009 confirmed the Company's financial
statements for the financial year 1 January - 31 December 2009, and discharged
the members of the Board of Directors and the Managing Director from liability
for the same accounting period.
The Annual General Meeting elected Jyri Merivirta, Pekka Tammela and Timo Mänty
as members of the Board of Directors. The AGM decided that the Chairman of the
Board is entitled to an annual emolument of EUR 60,000, and the other members
of the Board to an annual emolument of EUR 36,000, in such a way, however, that
no emolument be paid to any member of the Board who holds five per cent or more
of Revenio Group Corporation's capital stock either personally or via a
corporate entity of which this member of the Board owns 50 per cent or more.
Additionally, the AGM decided that 40 per cent of such annual emoluments are to
be paid in Company shares and 60 per cent in cash.
PricewaterhouseCoopers Oy, Authorized Public Accountants, was re-elected by the
AGM as the Company auditor with Authorized Public Accountant Juha Tuomala as
the chief auditor. Based on the AGM's decision, auditors receive their
remuneration against an approved invoice.
The AGM decided to approve the Board's proposal for profit allocation, whereby
profit for the period, EUR 6,459,279.90, be added to retained earnings, and
that a dividend of EUR 0.02 per share, or EUR 1,536,794.60 in total, be
distributed.
The AGM rejected the Board's proposal of share consolidation and associated
share redemption in proportion, other than in relation to the shareholders'
holdings in Company shares, pursuant to Chapter 15, Section 9 of the Companies
Act.
The Annual General Meeting decided to revoke the earlier authorization granted
to the Board for the repurchase of 7,593,648 own shares, and instead authorized
the Board to decide on the repurchase of a maximum 7,683,973 own shares using
Company unrestricted equity as payment, whereby the repurchase will reduce the
amount of Company distributable earnings. The Company may repurchase shares by
inviting bids from all shareholders on identical terms and conditions
determined by the Board, and in proportion to the shareholders' current
holdings in Company shares; or the shares may be repurchased in public trading
in which the Company buys back shares in a proportion other than its
shareholders' holdings in Company shares. During the period under review, the
Company repurchased a total of 90,260 own shares. This authorization shall be
in force until 30 April 2010.
The Board of Directors decided to revoke all unexercised share-issue
authorizations, and to authorize the Board to decide on the issue of a maximum
of 30,000,000 shares or to grant special rights (including stock options)
entitling to shares, under Chapter 10, Section 1 of the Companies Act, in one
or several tranches. The authorization also grants the Board the right to
decide on all terms and conditions governing the said share issue, as well as
the right to issue shares waiving the shareholders' pre-emptive right. The said
Board authorization applies to both the issue of new shares and the disposal of
any own shares potentially held by the Company. This authorization shall be in
force until 30 April 2010. No share-issue authorization was exercised during
the accounting period 2009.
The Annual General Meeting decided to alter Sections 1, 2 and 8 of the Articles
of Association related to the Company name, domicile, line of business and to
the practices concerning Notice to convene an Annual General Meeting.
BOARD OF DIRECTORS AND AUDITORS
From 15 April 2009, the following three persons have constituted the Board of
Directors of Revenio Group Corporation: Jyrki Merivirta, LL.M., private
investor (Chairman of the Board); Pekka Tammela, M.Econ., APA, Partner of
Pajamaa Partners Oy; and Timo Mänty, M.Econ., President of Rautakirja Oy.
Until 15 April 2009, the Board members were Jyri Merivirta, Pekka Tammela and
Matti Nevalainen.
PricewaterhouseCoopers Oy, Authorized Public Accountants, acted as the
Company's auditor, with Authorized Public Accountant Juha Tuomala as the chief
auditor.
In 2009, 21 meetings of the Board of Directors were held. All Board members
were present at all Board meetings.
The members of the Board of Directors and the President and CEO were
remunerated as follows:
In accordance with the decision of the Annual General Meeting on 15 April 2009,
the Chairman of the Board is entitled to a monthly emolument of EUR 5,000, and
the other members of the Board to a monthly emolument of EUR 3,000, in such a
way, however, that no emolument be paid to any member of the Board who holds
five per cent (5 %) or more of Revenio Group Corporation's capital stock either
personally or via a corporate entity of which this member of the Board owns 50
per cent or more. Total remunerations paid to members of the Board of Directors
were EUR 63,000.
The President and CEO of the Company was paid a total of EUR 178,687.84 in
salary in 2009.
MAJOR BUSINESS RISKS AND UNCERTAINTIES
The Group's risks consist of strategic, operational, cyclical, hazard and
financial risks. Risk assessment involves assessing the probability and impact
of these risks, should they materialize.
The Group's strategic risks are associated with potentially toughening market
competition, the threat of rival products and other competitor measures, the
degree of success in safeguarding Group product competitiveness through R&D
efforts, the degree of success in retaining and developing key talent, and
dependency on subcontractor and supplier networks. The Group continuously
monitors its strategic risks and, whenever necessary, revises its strategy to
minimize them.
The Group's strategic objective is to grow, both organically and through
acquisitions. Success in acquisitions has a significant impact on growth and
profitability prospects. Shortcomings in acquisitions and in integration
measures thereafter may erode the Group's competitiveness and profitability.
Moreover, acquisitions may transform the Group's risk profile.
Operational risks are mainly associated with the retention of key customers,
with the management and enhancement of customer relationships, and with
expansion of the customer base. The Health Care segment's major risks are
associated with the entrance into new markets and with the threat represented
by emerging rival products. Expanding its operations into new markets will
expose the segment to new market-specific risks related to statutory
regulations and the associated official decisions. In the Health Care segment
in particular, the risks related to the manufacture of medical instruments,
research and product development, and production control are larger than
average due to the quality requirements and specifications inherent in the
industry.
Much of the business of the Systems and the Technology segments is organized
into demanding turnkey projects which tend to be susceptible to risks
associated with subcontractor and supplier performance, as well as to risks
arising from the Group's manufacturing operations.
Deferred tax assets share of total balance sheet assets is significant. Changes
in business profitability and tax legislation may cause changes in the
availability and amount of these deferred tax assets.
Hazard risks have extensive insurance cover which is reassessed whenever
changes take place in the business environment or in operating conditions. As a
rule, this assessment is performed at least once a year in all Group companies.
Property and business interruptions insurances are in place providing
protection against potential property and business interruption risks, and
liability insurances against other types of business risks.
Financial risks refer to credit, interest, liquidity and foreign exchange
risks. Revenio Group Corporation's Board of Directors discusses issues related
to the Group finances and financing on a monthly basis, or more often whenever
required, and issues instructions for the management of potential financial
risks. In March 2009, the Group decided to take out credit insurance for all
Group companies, in order to improve the management of risks associated with
trade receivables.
MAJOR EVENTS AFTER THE PERIOD
Revenio Group Corporation announced on 8 January 2010 that the Boards of the
Group and of Done Logistics Oy had decided to partially demerge Done Logistics
Oy, whereby its Software profit centre would be hived off into a separate
company around 30 April 2009.
Done Logistics Oy currently comprises two independent profit centers.
Through the demerger, the operations of the Logistics Software unit will
transfer to the newly established company, Done Software Solutions Oy.
Logistics Systems' operations will remain within the existing Done Logistics
Oy.
Through the reorganization, both companies will gain better opportunities to
develop their business independently and thereby be able to provide their
clients and partners with even better solutions and service.
Pekka Soini, engineer, previously head of the Systems unit and employed by the
Company since 1994, has been appointed CEO of the new Done Logistics Oy from 30
April 2010. Ari Suominen, engineer, employed by the Company since 1994, most
recently as head of the Logistics Software unit, has been appointed CEO of the
new Done Software Solutions Oy from 30 April 2010.
OUTLOOK FOR 2010
Net sales for 2010 are expected to remain at their 2009 level and the 2010
operating profit to be positive.
BOARD PROPOSAL TO THE ANNUAL GENERAL MEETING
Consolidated net profit for the accounting year totaled EUR -815,000 and that
of the Parent Company EUR 2,015,787.31.
The Parent Company's distributable earnings on 31 December 2009 were EUR
14,521,286.66.
The Board of Directors proposes to the Annual General Meeting that the Parent
Company's distributable earnings be allocated as follows:
- A per-share dividend of EUR 0.01, or a total of EUR 768,397.30, is
distributed in dividend.
- The rest of the distributable earnings are left in the consolidated
shareholders' equity.
In the Board of Directors' view, the proposed dividend payment would pose a
risk to neither the Parent Company's nor the Group's liquidity.
STATEMENT OF ACCOUNTING POLICIES
The recording and valuation principles underlying the financial information
presented in this Interim Report comply with the principles of the
International Financial Reporting Standards (IFRS). The financial statements
presented in this release have not been compiled in accordance with all of the
IAS 34, Interim Financial Reporting, standard requirements. The figures are
unaudited.
GROUP KEY FIGURES AND RATIOS(MEUR) 1-12/2009 1-12/2008
Net sales 30.0 45.1
Operating profit -0.6 3.8
Operating profit. % -2.1 8.4
Pre-tax profit -0.8 3.6
Pre-tax profit. % -2.8 8.0
Net profit -0.8 2.7
Net profit. % -2.7 5.9
Gross capital expenditure 0.3 0.5
Gross capital expenditure. % 1.1 1.1
R&D costs 0.4 0.5
R&D costs. % 1.4 1.2
Gearing. % 7.1 7.8
Equity ratio. % 60.7 60.9
Return on investment (ROI). % -2.6 18.3
Return on equity (ROE). % -4.9 14.9
Undiluted earnings per share. EUR -0.010 0.035
Diluted earnings per share. EUR -0.010 0.035
Equity per share. EUR 0.20 0.23
Average no. of employees 516 664
Cash flow from operating activities 2.0 3.3
Cash flow from investing activities -0.3 -0.3
Net cash used in financing activities -0.8 -4.3
Total cash flow 0.9 -1.3
CONSOLIDATED INCOME STATEMENT(MEUR) 1-12/2009 1-12/2008
NET SALES 30.0 45.1
Other operating income 0.1 0.3
Materials and services -7.6 -13.4
Employee benefits 16.4 -21.0
Depreciation/amortization -1.1 -1.4
Other operating expenses -5.5 -5.9
OPERATING PROFIT -0.6 3.8
Share of associates' results 0.0 0.0
Financial expenses (net) -0.2 -0.1
PRE-TAX PROFIT -0.8 3.6
Income tax expense 0.0 -1.0
NET PROFIT -0.8 2.7
Other comprehensive income items 0.0 0.0
Income tax expense from comprehensive
income items 0.0 0.0
Other comprehensive income items
after taxes 0.0 0.0
TOTAL COMPREHENSIVE INCOME -0.8 2.7
Net profit attributable to:
Parent company shareholders -0.8 2.7
Minority interest 0.0 0.0
Total comprehensive income attributable to:
Parent company shareholders -0.8 2.7
Minority interest 0.0 0.0
Earnings per share. undiluted EUR -0.010 0.035
Earnings per share. diluted EUR -0.010 0.035
CONSOLIDATED INCOME STATEMENT (MEUR) 10-12/2009 1 0-12/2008
NET SALES 7.0 10.0
Other operating income 0.0 0.0
Materials and services -2.0 -2.4
Employee benefits -3.8 -5.5
Depreciation/amortization -0.3 -0.4
Other operating expenses -1.1 -1.7
OPERATING PROFIT -0.1 0.1
Share of associates' results 0.0 -0.0
Financial expenses (net) -0.0 0.1
PRE-TAX PROFIT -0.2 0.2
Income tax expense -0.1 -0.1
NET PROFIT -0.3 0.1
Other comprehensive income items 0.0 0.0
Income tax expense from comprehensive
income items 0.0 0.0
Other comprehensive income items
after taxes 0.0 0.0
TOTAL COMPREHENSIVE INCOME -0.3 0.1
Net profit attributable to:
Parent company shareholders -0.3 0.1
Minority interest 0.0 0.0
Total comprehensive income attributable to:
Parent company shareholders -0.3 0.1
Minority interest 0.0 0.0
CONSOLIDATED BALANCE SHEET (MEUR) 12/31/2009 12/31/2008
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 1.9 2.1
Goodwill 9.1 9.4
Intangible assets 2.7 3.2
Shares in associates 0.4 0.4
Available-for-sale assets 0.0 0.0
Receivables 0.3 0.3
Deferred tax assets 3.1 3.2
TOTAL NON-CURRENT ASSETS 17.5 18.6
CURRENT ASSETS
Inventories 1.9 2.0
Trade and other receivables 4.3 6.3
Cash and cash equivalents 2.9 2.0
TOTAL CURRENT ASSETS 9.1 10.4
TOTAL ASSETS 26.6 29.0
LIABILITIES AND SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY
Share capital 5.3 5.3
Share premium 2.4 2.4
Fair value reserve 0.3 0.3
Invested unrestricted capital reserve 7.0 6.5
Retained earnings/loss 0.6 3.3
Treasury shares 0.0 -0.3
TOTAL EQUITY. attributable to holders
of parent company equity 15.7 17.6
MINORITY INTEREST 0.0 0.0
TOTAL SHAREHOLDERS' EQUITY 15.7 17.6
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities 0.8 1.0
Provisions 0.2 0.1
Financial liabilities 2.7 2.2
Other liabilities 0.0 0.4
TOTAL LONG-TERM LIABILITIES 3.8 3.7
CURRENT LIABILITIES
Advance payments 0.6 0.0
Trade and other payables 5.2 6.4
Provisions 0.0 0.0
Financial liabilities 1.3 1.2
TOTAL SHORT-TERM LIABILITIES 7.1 7.6
TOTAL LIABILITIES 10.8 11.3
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY 26.6 29.0
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (MEUR)
Share Share- Other Retained Minority Total
capital premium reserves earnings interests equity
Balance Jan 1. 2008 5.3 2.4 6.7 3.6 0.0 18.1
Private placements 0.0 0.0 0.1 0.0 0.0 0.1
Dividend distribution 0.0 0.0 0.0 -3.0 0.0 -3.0
Cancellation of
own shares 0.0 0.0 -0.3 0.0 0.0 -0.3
Option Exercised and
paid in shares 0.0 0.0 0.0 0.0 0.0 0.0
Net Profit 0.0 0.0 0.0 2.7 0.0 2.7
Balance Dec 31.2008 5.3 2.4 6.5 3.3 0.0 17.6
Share- Share- Other Retained Minority Total
capital premium reserves earnings interests equity
Balance Jan 1. 2009 5.3 2.4 6.5 3.3 0.0 17.6
Private placements 0.0 0.0 0.5 0.0 0.0 0.5
Dividend distribution 0.0 0.0 0.0 -1.5 0.0 -1.5
Cancellation of
own shares 0.0 0.0 0.3 -0.3 0.0 0.0
Option Exercised and
paid in shares 0.0 0.0 0.0 0.0 0.0 0.0
Net Profit 0.0 0.0 0.0 -0.6 0.0 -0.6
Balance Dec 31.2009 5.3 2.4 7.3 0.6 0.0 15.7
CONSOLIDATED CASH FLOW STATEMENT(MEUR)
1-12/2009 1-12/08
Net profit -0.8 2.7
Adjustments to net profit 1.4 1.4
Change in working capital 0.8 -1.5
Interest paid -0.2 -0.5
Interest received 0.0 0.4
Paid taxes -0.0 -0.0
CASH FLOW FROM OPERATING ACTIVITIES 2.0 3.3
Purchase of PPE -0.3 -0.3
Purchase of intangible assets 0.0 -0.0
NET CASH USED IN INVESTING ACTIVITIES -0.3 -0.3
Purchase of own shares 0.0 -0.3
Paid dividends -1.5 -3.0
Long-term borrowings 2.2 0.0
Repayments of long-term borrowings -1.4 -0.9
Finance lease principal payment -0.1 -0.1
NET CASH USED IN FINANCING ACTIVITIES -0.8 -4.3
Total Cash Flow 0.9 -1.4
Cash and equivalents. period-start 2.0 3.4
Cash and equivalents. period-end 2.9 -2.0
NET SALES AND OPERATING PROFIT BY QUARTER (MEUR)
MEUR Q4/09 Q3/09 Q2/09 Q1/09 Q4/08 Q3/08 Q2/08 Q1/08
Net sales 7.0 6.8 7.1 9.1 10.0 10.6 12.3 12.2
Operating profit -0.1 0.2 -0.4 -0.2 0.1 1.1 1.2 1.4
Operating profit% -1.5 3.4 -5.7 -2.3 1.0 10.0 9.4 11.4
MAIN SHAREHOLDERS ON DECEMBER 31, 2009
No. of shares %
1, Merivirta Jyri 15,000,000 19.52
2, Eyemaker´s Finland Oy 7,817,214 10.17
3, Gateway Finland Oy 3,800,000 4.95
4, Etera 3,500,000 4.55
5, Alpisalo Mia 3,121,653 4.06
6, Juurakko Timo 1,915,000 2.49
7, Mäkinen Markku 1,702,013 2.22
8, Latva Sami 1,576,104 2.05
9, Kiesvaara Tuomo 1,320,502 1.72
10, The Nordic Adviser Group Ltd 1,179,861 1.54
Revenio Group Corporation
Board of Directors
For further information, please contact:
Olli-Pekka Salovaara, President & CEO, mobile +358 (0)40 567 5520
olli-pekka.salovaara@revenio.fi
http://www.revenio.fi
DISTRIBUTION:
NASDAQ OMX Helsinki
Financial Supervisory Authority (FIN-FSA)
Major media
www.revenio.fi
Revenio Group Corporation is the parent company of the Finnish conglomerate
Revenio Group. The Corporation is listed on the NASDAQ OMX Helsinki. Revenio's
subsidiaries share a focus on Finnish specialist expertise and export-based
operations.
Revenio Group consists of six independent subsidiaries in five business
segments. The subsidiaries are Done Information Oy, Done Logistics Oy, Icare
Finland Oy, Boomeranger Boats Oy, Finnish Led-Signs Oy and Midas Touch Oy.
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