TRAINERS’ HOUSE GROUP’S INTERIM REPORT FOR 1 JANUARY – 30 JUNE 2012
8/2/2012 1:30 AM EST
Trainers' House Oyj
Interim report
TRAINERS’ HOUSE GROUP’S INTERIM REPORT FOR 1 JANUARY – 30 JUNE 2012
Espoo, 2012-08-02 07:30 CEST (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, INTERIM
REPORT, 2 AUGUST 2012 AT 8:30
Trainers’ House’s first half of 2012 showed a positive operating result.
January–June 2012 in brief (the figures are figures for the company’s
continuing operations)
-- net sales amounted to EUR 7.4 million (EUR 9.1 million)
-- operating profit (EBIT) before non-recurring items and depreciation
resulting from the allocation of acquisition cost was EUR 0.7 million (EUR
1.5 million), or 10.1% of net sales (17.0%)
-- operating result was EUR -0.1 million (EUR 0.7 million), or -0.9% of net
sales (7.9%)
-- cash flow from operating activities was EUR 0.8 million (EUR 0.6 million)
-- earnings per share were EUR -0.00 (EUR 0.00)
April–June 2012 in brief (the figures are figures for the company’s continuing
operations)
-- net sales amounted to EUR 3.5 million (EUR 4.6 million)
-- operating profit (EBIT) before non-recurring items and depreciation
resulting from the allocation of acquisition cost was EUR 0.2 million (EUR
0.9 million), or 5.6% of net sales (19.1%)
-- operating result was EUR -0.2 million (EUR 0.5 million), or -5.9% of net
sales (10.2%)
-- cash flow from operating activities was EUR 0.4 million (EUR 0.8 million)
-- earnings per share were EUR -0.00 (EUR 0.00)
Key figures at the end of the second quarter of 2012
-- liquid assets totalled EUR 2.8 million (EUR 4.1 million)
-- interest-bearing liabilities amounted to EUR 6.3 million (EUR 9.7 million),
and interest-bearing net debt totalled EUR 3.5 million (EUR 5.6 million)
-- net gearing was 20.9% (15.8%)
-- the equity ratio was 58.5% (69.1%)
OUTLOOK FOR 2012
In the current uncertain market conditions, the company's sales in the first
half of 2012 have not developed as anticipated. As a result, the company
revised its outlook for the development of net sales in 2012 on 20 June. The
revised outlook for the company’s net sales also resulted in a lowered outlook
for the operating profit despite the fact that the company has successfully
reduced expenses.
The company issued a stock exchange release on the matter on 20 June 2012 and
revised its expectations for 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.
In its previous outlook, Trainer’s House estimated that net sales for 2012
would remain at the same level and operating profit before depreciation
resulting from the allocation of acquisition cost would improve year-on-year.
Previous year’s comparable figures were EUR 15.7 million in net sales and EUR
1.6 million in operating profit before depreciation resulting from the
allocation of acquisition cost.
REPORT OF VESA HONKANEN, CEO
Conditions in the operating environment did not improve during the period under
review. As a result, the company’s net sales and result declined in comparison
to the first half of 2011. Despite this, Trainers’ House maintained its
position as the largest training company in Finland.
The second quarter showed a positive operating profit despite the decline in
net sales because the company has successfully reduced expenses.
Trainers’ House will continue to develop its services further to support our
customers’ everyday leadership. There is a clear need for such services among
our customers, and the company believes this need will translate into
increasing demand in the future.
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.
FINANCIAL PERFORMANCE
In the current uncertain market conditions, the company's sales in the first
half of 2012 have not developed as anticipated. As a result, the company
revised its outlook for the development of net sales in 2012. The revised
outlook for the company’s net sales also resulted in a lowered outlook for the
operating profit despite the fact that the company has successfully reduced
expenses. The company issued a stock exchange release on the matter on 20 June
2012 and revised its expectations for 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.
In its previous outlook, Trainer’s House estimated that net sales for 2012
would remain at the same level and operating profit before depreciation
resulting from the allocation of acquisition cost would improve year-on-year.
Previous year’s comparable figures were EUR 15.7 million in net sales and EUR
1.6 million in operating profit before depreciation resulting from the
allocation of acquisition cost.
Net sales from continuing operations in the period under review came to EUR 7.4
million (EUR 9.1 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 10.1% of net
sales (EUR 1.5 million, or 17.0% of net sales). Profit for the period was EUR
-0.1 million, or -0.9% of net sales (EUR 0.3 million, or 3.4%).
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):
1-6/2012 1-6/2011
Net sales 7,437 9,056
Expenses:
Personnel-related expenses -3,691 -4,045
Other expenses -2,825 -3,195
EBITDA 920 1,817
Depreciation of non-current assets -171 -280
Operating profit before depreciation 749 1,537
of acquisition cost
% of net sales 10.1 17.0
Depreciation of allocation of -819 -819
acquisition cost *)
EBIT -70 718
% of net sales -0.9 7.9
Financial income and expenses -73 -260
Profit/loss before tax -143 459
Tax **) 73 -149
Profit/loss for the period -70 310
% of net sales -0.9 3.4
*) 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 June 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
----------------------------------------------------------
Net sales 4420 4636 2812 3790 15658 3901 3536
----------------------------------------------------------
Operating 653 884 -124 165 1578 549 200
profit
before
depreciation
of
acquisition
cost *)
----------------------------------------------------------
Operating 244 475 -533 -16915 -16731 140 -210
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 Kasvusysteemiosakeyhtiö 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 1.4
million (EUR 1.4 million), and after financial items EUR 0.8 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 -2.4 million (EUR -0.2 million).
Total cash flow amounted to EUR -0.5 million (EUR 0.4 million).
On 30 June 2012, the Group’s liquid assets totalled EUR 2.8 million (EUR 4.1
million). The equity ratio was 58.5% (69.1%). Net gearing was 20.9% (15.8%). At
the end of the reporting period, the Group 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 June 2012, the Group employed 125 (139) people.
DECISIONS REACHED AT THE ANNUAL GENERAL MEETING
The Annual General Meeting of Trainers’ House Plc was held in Espoo on 25 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.
Authorized 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 for 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 authorization 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, 3.5 million shares in total, or 5.1% of the average
number of all company shares (5.1 million shares, or 7.6%), were traded on the
Helsinki stock exchange, for a value of EUR 0.5 million (EUR 1.6 million). The
period’s highest share quotation was EUR 0.22 (EUR 0.36), the lowest EUR 0.10
(EUR 0.26) and the closing price EUR 0.11 (EUR 0.28). The weighted average
price was EUR 0.16 (EUR 0.31). With the closing price for 30 June 2012, the
company’s market capitalisation was EUR 7.5 million (EUR 19.0 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 for 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 warrant 2010A is from 1 September 2011 to 31
December 2012, and for shares converted under 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 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 for no more than 5,000,000 new
shares or treasury shares in total. Of the warrants, 3,000,000 will be titled
2012A and 2,000,0000 will be titled 2012B. The subscription price for the
warrants is EUR 0.16. The subscription period for shares converted under the
2012A warrant is from 1 September 2013 to 31 December 2014, and for shares
converted under the 2012B warrant from 1 September 2014 to 31 December 2015.
The options have not yet been offered.
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
01/04- 01/04- 01/01- 01/01- 01/01-
30/06/12 30/06/11 30/06/12 30/06/11 31/12/11
CONTINUING OPERATIONS
NET SALES 3,536 4,636 7,437 9,056 15,658
Other income from operations 161 163 324 326 648
Costs:
Materials and services 456 537 994 1,206 2,278
Personnel-related 1,888 2,081 3,691 4,045 7,399
expenses
Depreciation 490 544 990 1,099 2,145
Impairment 16,671
Other operating expenses 1,072 1,163 2,155 2,315 4,544
Operating profit/loss -210 475 -70 718 -16,731
Financial income and expenses -52 -124 -73 -260 -833
Profit/loss before tax -262 351 -143 459 -17,564
Tax *) 91 -117 73 -149 -798
PROFIT/LOSS FOR THE PERIOD -171 234 -70 310 -18,362
Other comprehensive income:
Cash flow hedges 31 106 174
Income tax relating to -8 -28 -45
components of other
comprehensive income
Other comprehensive income 23 79 129
for the year, net of tax
TOTAL COMPREHENSIVE -171 257 -70 388 -18,233
INCOME FOR THE YEAR
Profit/loss attributable to:
Owners of the parent company -171 234 -70 310 -18,362
Total comprehensive income
attributable to:
Owners of the parent company -171 257 -70 388 -18,233
Earnings per share, undiluted:
EPS result for the period from -0.00 0.00 -0.00 0.00 -0.27
continuing operations
EPS attributable to hybrid -0.00 -0.00 -0.01
bond investors
EPS continuing operations -0.00 0.00 -0.00 0.00 -0.28
EPS attributable to equity -0.00 0.00 -0.00 0.00 -0.28
holders of the parent company
EPS result for the period -0.00 0.00 -0.00 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
30/06/12 30/06/11 31/12/11
ASSETS
Non-current assets
Property, plant and equipment 491 755 594
Goodwill 9,135 25,806 9,135
Other intangible assets 10,238 11,989 11,107
Other financial assets 202 202 202
Other receivables 1,607 3,127 1,607
Deferred tax receivables 490 1,335 579
Total non-current assets 22,162 43,213 23,224
Current assets
Inventories 11 11 11
Accounts receivables and 3,290 4,122 4,510
other receivables
Cash and cash equivalents 2,828 4,099 3,280
Total current assets 6,129 8,232 7,800
TOTAL ASSETS 28,290 51,445 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 -50
Distributable non-restricted 31,872 31,872 31,872
equity fund
Other equity fund 4,962 4,962 4,962
Retained earnings -26,232 -16,051 -35,031
Total shareholders’ equity 16,559 35,557 16,627
Long-term liabilities
Deferred tax liabilities 2,649 3,075 2,862
Other long-term liabilities 4,114 4,540 6,468
Accounts payable and other 4,968 8,273 5,068
liabilities
Total liabilities 11,731 15,888 14,398
TOTAL SHAREHOLDERS’ EQUITY AND 28,290 51,445 31,025
LIABILITIES
CASH FLOW STATEMENT, IFRS (kEUR)
Group Group Group
01/01- 01/01- 01/01-
30/06/12 30/06/11 31/12/11
Profit/loss for the period -70 310 -18,362
Adjustments to profit/loss 1,023 1,581 20,552
for the period
Change in working capital 468 -499 -142
Financial items -666 -820 -1,192
Cash flow from operations 755 572 856
Repayment of loan receivables 1,200
Cash flow from investments 1,200
Withdrawal of long-term loans 9,300
Repayment of long-term loans -2,297 -10,296
Repayment of finance lease -110 -158 -265
liabilities
Cash flow from financing -2,407 -158 -1,261
Change in cash and cash -452 414 -405
equivalents
Opening balance of cash and 3,280 3,686 3,686
cash equivalents
Closing balance of cash and 2,828 4,099 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 79 310 388
comprehensive
income
--------------------------------------------------------------------
Hybrid bond -22 -22
--------------------------------------------------------------------
Sharebased 72 72
payments
--------------------------------------------------------------------
Equity 881 13,943 -50 31,872 4,962 -16,051 35,557
30/06/2011
--------------------------------------------------------------------
--------------------------------------------------------------------
Equity 881 13,943 31,872 4,962 -35,031 16,627
01/01/2012
--------------------------------------------------------------------
Other -70 -70
comprehensive
income
--------------------------------------------------------------------
Hybrid bond -23 -23
--------------------------------------------------------------------
Sharebased 25 25
payments
--------------------------------------------------------------------
Decrease of -8,866 8,866 0
share premium
fund to cover
losses
--------------------------------------------------------------------
Equity 881 5,077 31,872 4,962 -26,232 16,559
30/06/2012
--------------------------------------------------------------------
RESTRUCTURING PROVISION (kEUR) Group Group Group
01/01- 01/01- 01/01-
30/06/12 30/06/11 31/12/11
Provisions 1 January 258 389 389
Provisions used -106 -130
Provisions 30 June /31 December 258 282 258
PERSONNEL Group Group Group
01/01- 01/01- 01/01-
30/06/12 30/06/11 31/12/11
Average number of personnel 119 132 128
Personnel at the end of 125 139 125
the period
COMMITMENTS AND CONTINGENT Group Group Group
LIABILITIES (kEUR)) 30/06/12 30/06/11 31/12/11
Collaterals and contingent 11,348 12,460 11,906
liabilities given for
own commitments
Interest rate swaps:
Fair value -68
Nominal value 6,821 5,214
OTHER KEY FIGURES Group Group Group
30/06/12 30/06/11 31/12/11
Equity-to-assets ratio (%) 58.5 69.1 53.6
Net gearing (%) 20.9 15.8 32.4
Shareholders’ equity/share (EUR) 0.24 0.52 0.24
Return on equity (%) -71.9 -32.9 -71.0
Return on investment (%) -50.5 -24.3 -46.8
Return on equity and return on investment have been calculated for the previous
12 months.
Helsinki 2 August 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 media
www.trainershouse.fi > Investors