QT BUSINESS, FIRST QUARTER 2016
DIGIA PLC STOCK EXCHANGE RELEASE 29 APRIL 2016 at 09:01
QT BUSINESS, FIRST QUARTER 2016
Digia Plc published its interim report for the first quarter of 2016 today. In this stock exchange release, Digia Plc reports on the financial development of the Qt business – that is, the company’s discontinued operations – during the first quarter of 2016.
- Net sales EUR 7.1 (6.3) million, up 14.3 per cent
- Operating profit EUR 0.3 (0.4) million, operating margin (EBIT%) 3.5 (6.9) per cent
- Comparable operating profit EUR 0.5 (0.5) million, comparable operating margin (EBIT%) 3.5 (7.4) per cent
- Comparable operating profit for 2015 included a total of EUR 0.04 million in restructuring expenses and operating profit for 2016 includes a total of EUR 0.2 million in expenses due to demerger-related fees paid to external service providers.
|- % of net sales||3.5%||6.9%||6.6%|
|- % of net sales||1.8%||3.5%||3.6%|
Ilmarinen Mutual Pension Insurance Company granted Qt Group a loan of EUR 6.0 million on 29 February 2016. The loan must be drawn down within six months of the signature of the agreement at the latest. It is a bilateral loan secured with collateral. The collateral for the loan consists of a corporate mortgage on Qt's mortgageable assets and the shares outstanding in the Qt subsidiary The Qt Company Oy, which will be transferred into the direct ownership of Qt on the day of the demerger. In addition to the terms presented above, the loan is subject to other covenants and terms customary to financial agreements.
Considering the time of year and general market situation, demand for the Qt business's services is at a moderate level, and the long-term business outlook is promising. The company will continue to introduce changes to open source code licensing in forthcoming versions of its Qt software. These changes are aimed at promoting licence sales to commercial players.
Qt’s business development efforts will particularly focus on embedded systems in the automotive sector, digital TV and industrial automation. Areas targeted in product development include value-added features and tools required for building embedded systems.
Sales growth associated with embedded systems will also reflect on the earnings logic. Licence revenue from these sales accumulates over the long term, as opposed to one-off licence payments. Consequently, Digia anticipates no major impact from embedded systems sales growth on Qt's net sales in 2016.
Digia estimates that Qt's net sales will see year-on-year growth of more than 10 per cent in 2016. An exceptional licensing deal made with Nokia Corporation in 2012 in connection with the acquisition of the Qt business will no longer generate net sales in 2016. In 2015, net sales of a total of about EUR 1.4 million were still recognised from this deal.
Exchange rate fluctuations, particularly between the US dollar and euro, may have a large impact on Qt's net sales development, but no such fluctuations are currently foreseen. Another factor contributing to considerable fluctuation in quarterly net sales and profitability in particular is contract turnaround times which, in the major customer business, are very long at up to 18 months.
Digia's demerger and the resulting establishment of Qt as an independent public listed company involve considerable expenses that will tax the profitability of the Qt business in the future. Due to these expenses and growth investments, the company estimates that Qt's operating profit will remain in the red in 2016.
The figures for the Qt business are based on carve out calculations prepared for the Digia Group. There have been no changes in the carve out calculation principles. They are presented in detail in the demerger prospectus.
OTHER MAJOR EVENTS OF THE REVIEW PERIOD
In accordance with the proposal of the Board of Directors, Digia Plc’s Annual General Meeting, held on 16 March 2016, approved the demerger plan signed by the Board on 16 December 2015, and decided on the partial demerger of Digia Plc. As set out in the demerger plan, Digia Plc is being demerged such that all assets, liabilities and responsibilities related to Digia’s Qt business are transferred to a new company established in the demerger called Qt Group Plc. Digia Plc will continue the operations of the domestic business. As a part of the demerger, the Articles of Association of Qt Group Plc and the decrease in Digia Plc's additional paid-in capital by its entire amount of EUR 7,899,485.80 were approved.
The Annual General Meeting determined Qt Group Plc’s Board and auditor fees, decided to set the number of Board members at five (5) and elected the company's Board of Directors and auditor.
Robert Ingman, Matti Rossi, Leena Saarinen, Tommi Uhari and Kai Öistämö were elected as members of Qt Group Plc's Board of Directors. At the Board's organisation meeting, Robert Ingman was elected Chairman of the Board and Tommi Uhari was elected Vice Chairman.
The Annual General Meeting granted the following authorisations to the Board of Directors of Qt Group Plc:
Authorising the Board of Directors to decide on buying back own shares and/or accepting them as collateral
The AGM authorised the Board of Qt Group Plc to decide on the buyback and/or acceptance as collateral of no more than 1,000,000 shares in the company. This buyback can only be executed by means of the company's unrestricted equity. The Board shall decide on how these shares are to be bought. Own shares may be bought back in disproportion to the holdings of the shareholders. The authorisation also includes acquisition of shares through public trading organised by NASDAQ Helsinki Oy in accordance with the rules and instructions of NASDAQ Helsinki and Euroclear Finland Ltd, or through offers made to shareholders. Shares may be acquired in order to improve the company's capital structure, to fund or complete acquisitions or other business transactions, for offering share-based incentive schemes, to sell on, or to be annulled. The shares must be acquired at the market price in public trading. The authorisation is valid until 16 September 2017. Qt Group Plc's Board of Directors may only make decisions on the basis of the authorisation after the implementation of the demerger has been registered.
Authorising the Board of Directors to decide on a share issue and granting of special rights
The AGM authorised the Board of Qt Group Plc to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments, as follows: The issue may total 2,000,000 shares at a maximum. The authorisation applies both to new shares and to treasury shares held by the company. By virtue of the authorisation, the Board has the right to decide on share issues and the granting of special rights, in deviation from the pre-emptive subscription rights of the shareholders (a directed issue). The authorisation may be used to fund or complete acquisitions or other business transactions, for offering share-based incentive schemes, to develop the company's capital structure, or for other purposes decided by the Board. The Board was authorised to decide on all terms related to the share issue or special rights, including the subscription price, its payment in cash or (partly or wholly) in capital contributed in kind or its being written off against the subscriber's receivables, and its recognition in the company's balance sheet. The authorisation is valid until 16 September 2017. Qt Group Plc's Board of Directors may only make decisions on the basis of the authorisation after the implementation of the demerger has been registered.
On 3 March 2016, Digia Plc announced that it had published a demerger prospectus that had been drafted on behalf of Qt Group Plc for implementing the partial demerger of Digia and applying for the listing of Qt Group shares on the official list of NASDAQ Helsinki Oy.
The demerger will come into force once its implementation has been registered in the Trade Register. The planned date of registration is 1 May 2016. Once the demerger comes into effect, it has been agreed that Juha Varelius will assume the position of President and CEO of Qt Group Plc. Timo Levoranta, M.Sc. (Tech.), B.Sc. (Econ. & Bus.Adm.), born in 1965, has been appointed as the new CEO of Digia Plc.
INCOME STATEMENT, EUR 1,000
|EUR 1,000||1-3/2016||1-3/2015||Change, %||2015|
|Other operating income||42.1||358.4||-88.2%||1,820.5|
|Materials and services||-170.4||-251.6||-32.3%||-1,003.6|
|Depreciation, amortisation and impairment||-137.3||-187.2||-26.7%||-954.1|
|Other operating expenses||-6,629.7||-5,743.4||15.4%||-25,010.3|
|Financial expenses (net)||-81.5||-98.5||-17.3%||-195.6|
|Profit before taxes||171.5||330.4||-48.1%||1,590.8|
|Other comprehensive income:|
|Items which may be reclassified subsequently to profit or loss:|
|Exchange differences on translation of foreign operations||44.5||-10.0||118.0|
|TOTAL COMPREHENSIVE INCOME||173.6||211.7||-18.0%||1,099.2|
BALANCE SHEET, EUR 1,000
|Other intangible assets||5,725||5,843||-2.0%|
|Total non-current assets||12,761||12,863||-0.8%|
|Cash and cash equivalents||3,271||3,577||-8.6%|
|Total current assets||10,756||11,006||-2.3%|
|Shareholders’ equity and liabilities||31.3.2016||31.12.2015||Change, %|
|Unrestricted shareholders’ equity reserve and retained earnings||8,528||8,313||2.6%|
|Equity attributable to parent-company shareholders||9,093||8,918||2.0%|
|Total shareholders’ equity||9,093||8,918||2.0%|
|Long-term interest-bearing liabilities||100||812||-87.7%|
|Received long-term advances||825||875||-5.7%|
|Deferred tax liabilities||209||195||7.5%|
|Total long-term liabilities||1,825||1,881||-3.0%|
|Short-term interest-bearing liabilities||1,238||553||124.1%|
|Other short-term liabilities||12,051||12,517||-3.7%|
|Total short-term liabilities||12,599||13,070||-3.6%|
|Shareholders’ equity and liabilities||23,517||23,869||-1.5%|
CONSOLIDATED CASH FLOW STATEMENT, EUR 1,000
|Cash flow from operations:|
|Adjustments to net profit||261||395||1,936|
|Change in working capital||-459||-135||-946|
|Cash flow from operations||-193||274||1,166|
|Cash flow from investments||-23||-18||-233|
|Cash flow from financing||-26||-45||-303|
|Change in cash and cash equivalents||-242||211||629|
|Cash and cash equivalents at beginning of period||3,577||2,857||2,857|
|Net foreign exchange difference||-64||175||91|
|Change in cash and cash equivalents||-242||211||629|
|Cash and cash equivalents at end of period||3,271||3,243||3,577|
Helsinki, 29 April 2016
Board of Directors
Juha Varelius, CEO, tel. +358 (0)10 313 3000 (exchange)