SysOpen Plc?s Interim Report for Q1/2004

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SysOpen Plc’s Interim Report for Q1/2004

SysOpen Plc STOCK EXCHANGE RELEASE 29 April 2004, 8.00 a.m.


·Consolidated turnover came to EUR 6.5 million, down EUR
0.5 million year on year
·Earnings before interest, taxes and goodwill
amortisation (EBITA) accounted for 6.5 per cent of turnover,
or EUR 421 thousand, down EUR 427 thousand
·Profit before extraordinary items and taxes amounted to
EUR 327 thousand, down EUR 407 thousand
·Earnings per share were EUR 0.03, down EUR 0.03
·The period-end number of employees totalled 272,
showing a staff reduction of 33 on a year earlier
·Consolidated turnover and business profitability for
Q2/2004 is expected to achieve the Q1/2004 levels
·SysOpen bought Done Information Oy’s Software Solutions
business on 28 April 2004
  
   
Markets
In the main, the market situation in early 2004 followed the
same pattern as in late 2003. Amid a somewhat uncertain
economic climate, there were not yet any clear signs of an
upturn in business investment propensity, as customers
continued to focus much of their attention on cutting costs
and evaluating their investments on a cost/benefit basis,
while hesitating to launch large-scale projects.

However, the first quarter of 2004 showed cautious signs of
recovery in demand for IT services. With the situation in
the job market slightly better than in the fourth quarter of
last year, companies were also more active in placing
orders. Although many key projects have advanced to their
planning phase, launches of major new projects have fallen
behind their original schedules.

   
SysOpen’s Business
Due to the general market conditions, demand for SysOpen’s
IT services in Q1/2004 remained at the Q4/2003 level. The
company expects stronger growth in autumn 2004. SysOpen’s
business profitability for the reporting period remained at
the forecast level. The Group’s equity ratio and financial
position remained at healthy levels throughout the period.
By safeguarding its competitiveness, SysOpen has maintained
a solid basis for future growth.

SysOpen provides its customers with expert services and
application software that enhance their e-business
operations. Its business consists of Enterprise Application
Solutions and Software Solutions, as well as supporting
consulting and technology development services. The first
quarter saw agreements with, for example, Silja Line Oy, Oy
Samlink Ab and Erityiskoulutettujen työttömyyskassa ERKO
(unemployment fund), and agreements for a number of further
development projects with existing customers.

   
Reported Year-on-Year Turnover
Consolidated turnover amounted to EUR 6.5 million (Q1/2003:
EUR 7.0 million), down 7.6 per cent). International
operations accounted for 3.0 per cent of consolidated
turnover (3 per cent).

Slackness in IT investment activity has continued to
increase since the first quarter of 2003, with no marked
rebound experienced in the first quarter of 2004. Many of
SysOpen’s customers continued to postpone their IT
investments, which was reflected in the Group’s lower year-
on-year turnover.

Turnover by business area for Q1/2004:

Enterprise Application Solutions    88.3%
Software Solutions                 11.7%

   
Turnover for Q1/2004 compared with Q4/2003
Consolidated turnover for Q4/2003 came to EUR 6.5 million,
which is at the same level as that reported for Q1/2004.
However, the Group expects growth in turnover.

   
Year-on-Year Profitability and Financial Performance

Consolidated operating profit, or earnings before interest,
taxes and goodwill amortisation (EBITA) came to EUR 421
thousand (EUR 849 thousand), down 51.0 per cent), accounting
for 6.5 per cent of reported consolidated turnover (12.1 per
cent). The fall in turnover led to a marked fall in
operating profit from the figure of a year ago, when the
slackening of the market had not yet been felt.

SysOpen wrote down the share capital of its associated
company Midecraft Oy because the company, since
discontinuing business, no longer has future income
expectations.  This write-down increased financial expenses
by EUR 88 thousand. A total of EUR 21 thousand in
appreciation of marketable securities was entered in
financial income. Financial income and expenses totalled EUR
–25 thousand (EUR -47 thousand).

Profit before extraordinary items and taxes came to EUR 327
thousand (EUR 734 thousand), down 55.4 per cent.

Profit for Q1/2004 totalled EUR 259 thousand (EUR 586
thousand), down 55.9 per cent. Earnings per share were EUR
0.03 (EUR 0.06), down 50 per cent.

   
Q1/2004 Profitability and Financial Performance Compared
with Q4/2003

Q1/2004 EBITA, or operating profit before goodwill
amortisation, improved by 7.1 per cent from the EUR 393
thousand reported for Q4/2003.

   
Financing and Capital Expenditure
With a positive cash flow, the Group’s financial position
remained at a healthy level throughout the report period.

Balance sheet total amounted to EUR 17.2 million (Q1/2003:
EUR 14.9 million) and equity ratio stood at 61 per cent (73
per cent). The ratio of net liabilities to shareholders’
equity, or net gearing, was –87 per cent (–56 per cent).
Liquid assets totalled EUR 8.2 million (EUR 5.9 million).
Dividends for 2003 decided by the Annual General Meeting
have been taking into account by transferring EUR 2.2
million in dividend payables from unrestricted shareholders’
equity to short-term liabilities. The dividend payment date
was 5 April 2004. The Group has no interest-bearing
liabilities.

The Group’s gross capital expenditure amounted to EUR 69
thousand (EUR 20 thousand). It continued to invest in
service development and in-house software component
engineering. With respect to internal activities, research
and development costs were recorded as annual expenses
throughout the period under review.

   
Return on Capital
Reported return on investment (ROI) was 13 per cent (24 per
cent), while reported return on equity (ROE) stood at 10 per
cent (20 per cent).

   
Human Resources and Administration
The period-end number of employees totalled 272, down 10.8
per cent year on year (305), while the average reported
number of employees came to 271, down 11.4 per cent on a
year earlier (306).

The Group’s staff increased by two employees during the
report period form the end-of-2003 figure. During the report
period, SysOpen began to recruit staff, in response to
budding market demand that is expected to lead to project
launches in autumn 2004.

Reported employee turnover came to 3.9 per cent (3.9 per
cent).

Employees by function:

Enterprise Application Solutions     76%
Software Solutions                   10%
Administration and management        10%
International operations              4%

Until the AGM of 24 March 2004, SysOpen Plc’s Board of
Directors comprised Kari Karvinen (full-time Chairman),
Matti Savolainen (Vice Chairman), Jorma Kylätie and Risto
Linturi. Following the AGM, the Board of Directors comprised
Mr Karvinen (Chairman), Risto Linturi (Vice Chairman), Pekka
Eloholma, Reijo Koski-Lammi and Matti Mujunen.

   
Group Structure and Organisation
During the report period, SysOpen Plc bought an additional 3
per cent holding in its subsidiary SysOpen Object Team Oy.
SysOpen Group consists of SysOpen Plc (Parent Company) and
the following three operating subsidiaries: SysOpen Object
Team Oy (parent company holding of 93 per cent), SysOpen
Limited (100 per cent) and SysOpen UK Limited (100 per
cent).

Based on the decision on the new corporate structure made
during the report period, SysOpen Group’s business units are
now as follows: Business Unit 1 (Telecoms, Industry, Trade,
Services, Kuopio, Jyväskylä), Business Unit 2 (Financing,
Public Administration, Tampere), and SysOpen Object Team Oy.

With the modernised Group structure, SysOpen increased the
size of units responsible for various customer segments by
combining business units that were closely related in terms
of the nature of their businesses and customer portfolio.
The aim is to improve our units’ performance, customer-
drivenness, and service and product development to satisfy
customer needs while at the same time upgrading SysOpen’s
sales functions.

   
Shareholders’ Meetings
Convened on 24 March 2004, SysOpen Plc’s AGM, adopted the
financial statements for 2003, discharged the Board members
and the Managing Director from liability and, pursuant to
the Board's proposal, confirmed the profit distribution for
2003, determined Board emoluments and elected a new Board of
Directors.

In addition, the AGM decided to:

1) Reduce the company’s share capital by EUR 10,000 by
invalidating 100,000 own shares (treasury shares);
     
2) Authorise the Board, on certain conditions, to
decide to issue one or several convertible bonds, issue
stock options and/or increase share capital through one
or several rights issues. This authorisation will be
valid for one year from the date of the AGM’s decision.
The Board has not yet exercised this authorisation;
     
3) Authorise the Board, on certain conditions, to
decide to buy back own shares using funds available for
profit distribution. This authorisation will be valid
for one year from the date of the AGM’s decision. The
Board has not yet exercised this authorisation;
     
4) Authorise the Board, on certain conditions, to
decide to dispose of own shares (treasury shares). This
authorisation will be valid for one year from the date
of the AGM’s decision. The Board has not yet exercised
this authorisation;
     
5) Alter the contents of Article 6 of the Articles of
Association in such a way that the said article also
mentions the election of the Board’s Vice Chairman; and
     
6) Alter the contents of Article 8 of the Articles of
Association in such a way that two authorised persons
are required to sign for the company.

   
Share Capital and Shares

The nominal value of a share is EUR 0.1, the number of
shares totalling 9,362,914 at the end of the period. Based
on the AGM’s decision, the 100,000 own shares held by
SysOpen were invalidated on 16 April 2004.

SysOpen reported a total of 3,336 shareholders on 31 March
2004. Ten major shareholders:

Shareholder                       Proportion (%) of shares
                                  and votes
Kari Karvinen                     16.9
Matti Savolainen                  16.8
Jorma Kylätie                     15.8
Suomi Mutual Life Assurance       2.4
Company
Etera Mutual Pension Insurance    2.3
Company
Olli Ahonen                       2.0
Mandatum Suomi kasvuosake         1.6
(equity fund)
Sampo Finnish Equity Fund         1.3
Sijoitusrahasto Pohjola Finland   1.3
kasvu (equity fund)
Seppo Sneck                       1.2


SysOpen Plc shares are quoted on the Main List of the
Helsinki Exchanges under the telecommunications and
electronics business sector. One trading lot includes 50
shares and the trading code is SYS1V. The lowest reported
share quotation was EUR 4.06 and the highest was EUR 5.35.
The share closed at EUR 4.07 on 31 March 2004. The trade-
weighted average amounted to EUR 4.68. The Group’s market
capitalisation totalled EUR 37,700,059.98 on the balance
sheet date.

   
Stock-Option Schemes
The number of stock options attached to the 1999–2004 stock-
option schemes totals 49.185, divided up as follows: 23,700
1999A stock options, 10,485 1999B stock options, 7,500 1999C
stock options and 7,500 1999D stock options, all of which
have been subscribed. The share subscription period for all
warrants will expire on 31 October 2004. The share
subscription prices for A, B, C and D warrants are EUR 6.40,
EUR 9.30, EUR 6.55 and EUR 4.43 per share, respectively. On
31 March 2004, SysOpen held a total of 3,100 stock options
based on the 1999–2004 stock-option schemes.

The number of stock options attached to the 2000–2005 stock-
option schemes totals 21,060, divided up as follows: 19,960
2000E stock options, 850 2000F stock options and 250 2000G
stock options, all of which have been subscribed. The share
subscription period for all warrants will expire on 31 May
2005 and the share subscription price for E warrants is EUR
8.30 per share, for F warrants EUR 5.36 per share and for G
warrants EUR 3.28 per share. On 31 March 2004, SysOpen held
no stock options based on the 2000–2005 stock-option
schemes.

The number of stock options attached to the 2003 stock
option scheme totalled 670,000. This consisted of 210,000
2003A stock options, 160,000 2003B stock options, 150,000
2003C stock options and 150,000 2003D stock options, all of
which have been subscribed. The share subscription period
for 2003A stock options will be from 2 May 2004 until 31
October 2005, 2003B stock options from 1 November 2004 until
31 October 2006, 2003C stock options from 1 November 2005
until 31 October 2007 and 2003D stock options from 1
November 2006 until 31 October 2008. The current share
subscription price for 2003A and 2003B options is EUR 3.04
and EUR 2.95, respectively. In accordance with the terms of
the stock-option scheme, the subscription price of the above-
mentioned stock options has been adjusted for the amount of
dividends for 2003. For other stock options, the
subscription price will be determined by SysOpen’s share
prices quoted in public trading. Dividends paid out will be
deducted from the subscription prices, in accordance with
the terms of the stock option scheme. On 31 March 2004,
SysOpen Partners Oy, the Group’s wholly owned subsidiary,
held a total of 226,182 stock options, in accordance with
the 2003 stock option scheme.

The number of all stock options issued by SysOpen totals
740,245. The shares to be subscribed on the basis of the
stock options will account for a maximum of 7.4 per cent of
the company’s shares and votes entitled by the shares as a
result of any increase of the company’s share capital. On 31
March 2004, SysOpen Partners still held 226,182 of all stock
options. The dilution effect of the distributed stock
options is currently a maximum of 5.3 per cent.
   
Events after Q1/2004

On 28 April 2004, SysOpen Plc signed an agreement with Done
Information Oy for buying Done Information Oy’s Software
Solutions business, encompassing
customer-solutions and product businesses based in Jyväksylä
and Helsinki. The deal will strengthen SysOpen’s customer
base and presence in the Jyväskylä region while expanding
the company’s technology and product offerings. Done
Information’s 26 employees will join SysOpen’s payroll under
their current employment terms.
The second-quarter performance forecasts ignore the effects
of the deal.
More detailed information on the acquisition is available in
the stock exchange release of 28 April 2004.

   
Near-Term Prospects
SysOpen’s success has lain in its capabilities to respond to
market changes. In the rapidly globalising market
environment, SysOpen will develop and upgrade its service
and solution offerings to meet changing customer needs, with
the core business maintaining a particular focus on areas
with prospects for strengthening demand in the medium and
long term.

The needs of SysOpen’s customers, and their focus, vary to
some extent, depending on the industry. While customers in
the manufacturing industry, telecoms and the service sector
aim at improving their operational efficiency by utilising
off-the-shelf software that SysOpen integrates with their IT
environments, public and financing-sector customer, amid a
period of transition from old to new technologies, rely on
SysOpen’s experience in order to safeguard the success of
this transition. Several customers representing associations
and unions are facing a period of mergers; SysOpen, as
integrator of information systems, aims to guarantee the
success of their mergers.

Based on comparison with the 2003 financial statements,
SysOpen is among the most cost-efficient companies in the
industry. With a view to guaranteeing its competitiveness,
SysOpen will continue to place strong emphasis on winning
new customers and streamline its sales and supply processes.
The company aims to increase primarily its market share
through organic growth, investments in new market areas, and
business acquisitions, as well as to improve its
profitability and profit performance on the previous year.

Recently, it seems, the economic situation has shown
slightly more positive signs, although the prolonged
uncertainty will die hard. Demand for the products and
services provided by SysOpen’s customers from various
industries has not picked up as predicted, keeping SysOpen’s
forecast of the near-term demand for its IT services and
products moderate. Once the economy rebounds, the pent-up
demand is expected to take off and corporate IT investments
to revive gradually as of the autumn of 2004.

SysOpen expects its Q2/2004 turnover and business
profitability to remain at the Q1/2004 levels.


Briefing

SysOpen will hold a briefing on its Interim Report for
Q1/2004 for analysts and the press at the World Trade
Center, Kabinetti 2, 2nd floor, Aleksanterinkatu 17,
FI–00100 Helsinki, on Thursday, 29 April 2004, starting at
10.00 a.m. All are welcome.

The Interim Report for H1/2004 will be released on 5 August
2004.

Helsinki, 29 April 2004

SYSOPEN PLC
Board of Directors


FOR FURTHER INFORMATION, PLEASE CONTACT

Arto Sahla, Managing Director
tel. +358 (0)424 2020 339, mobile +358 (0)400 442 986,
email: arto.sahla@sysopen.fi

The financial statements and associated slide show will be
available at
www.sysopen.fi in the öInvestorsö section from 1.00 p.m.

DISTRIBUTION
Helsinki Exchanges
Major media
ATTACHMENTS
Consolidated Income Statement
Consolidated Balance Sheet
Consolidated Cash Flow Statement
Key figures and ratios

The Interim Report is based on unaudited figures.

Consolidated Income Statement for 1 January–31 March 2004

Consolidated Income Statement for 1 January–31 March 2004,
EUR 1,000


                            Q1/2004     Q1/2003         2003
EUR 1,000
                                                            
TURNOVER                      6,460       6,991       25,211
Other operating income           25          57          243
                                                            
Materials and services         –250        –145       –1,055
Personnel expenses           –3,872      –4,124      –15,101
Depreciation and write-        –135        –162         –666
downs
Other operating              –1,807      –1,769       –6,722
expenses
EBITA                           421         848        1,910
Goodwill amortisation           –68         –68         –266
OPERATING PROFIT                352         780        1,644
Financial income and            –25         –47          739
expenses
Profit before                   327         733        2,383
extraordinary items                                         
and taxes
Extraordinary expenses                                  –667
Direct taxes                    –55        –127         –258
Minority interest               –13         –20          –35
PROFIT/LOSS FOR THE             259         586        1,442
PERIOD


Consolidated Balance Sheet on 31 March, EUR 1,000

ASSETS                    31 March     31 March      31 Dec.
                              2004         2003         2003
FIXED AND OTHER                                             
NONCURRENT ASSETS
Intangible assets                                           
Development costs               10            0           10
Intangible rights              385          475          393
                                                            
Other non-current               73          130           82
assets
Group goodwill                 274          552          312
Intangible assets total                                     
                               743        1,157          797
Tangible assets              1,091        1,419        1,137
Long-term investments          916        1,191        1,004
INVENTORIES AND CURRENT                                     
ASSETS
Current receivables          6,290        5,273        5,362
Short-term investments       2,035        1,456        2,014
Cash and bank                6,142        4,435        5,767
receivables
ASSETS TOTAL                17,219       14,930       16,081

LIABILITIES AND           31 March     31 March      31 Dec.
SHAREHOLDERS’ EQUITY          2004         2003         2003
SHAREHOLDERS’ EQUITY                                        
Share capital                  936          936          936
Issue premium fund           7,091        7,091        7,091
Retained earnings              995        1,797        1,796
                                  
Profit/loss for the            259          586        1,422
period
Translation difference,         34           11           35
unrestricted
shareholders’ equity
SHAREHOLDERS’ EQUITY         9,315       10,421       11,280
TOTAL
MINORITY INTEREST              113          178          153
LIABILITIES                                                 
Dividend payables            2,224                          
Other short-term             5,567        4,331        4,648
liabilities
LIABILITIES TOTAL            7,791        4,331        4,648
LIABILITIES AND             17,219       14,930       16,081
SHAREHOLDERS’ EQUITY
TOTAL


Consolidated Cash Flow Statement for 2004–2003, EUR 1,000


Cash flow from business      Q1/2004     Q1/2003        2003
operations:
Cash flow from business          407         995       2,134
operations
Cash flow from investments       –11          –4         748
Cash flow from financing:                                   
                                                            
Repayment of short-term                       –2          –2
loans
Repayment of long-term                                      
loans
Dividends paid and other                  –3,516      –3,516
profit distribution
Cash flow from financing:          0      –3,518      –3,518
                                                            
Change in liquid assets          396      –2,527        –637
                                                            
                                                            
Liquid assets at period        7,781       8,418       8,418
start
Liquid assets at period        8,177       5,890       7,781
end
Difference                       396      –2,527        –637



Group key figures and ratios (on a comparable basis), EUR
1,000


                 Q1/2004  Q1/2003     2003
Extent of                                 
business
                                          
Turnover           6,460    6,991   25,211
- change %,          –8%      –8%     –13%
year on year
Capital            9,428   10,600   11,432
invested
Gross capital         69       20      223
expenditure        
- % of turnover       1%       0%       1%
Capitalised            0        0       10
research and
development
- % of turnover       0%       0%       0%
Personnel at         272      305      270
period end
Average              271      306      290
personnel
                                          
Profitability                             
                                          
EBITA                421      849    1,911
- % of turnover       7%      12%       8%
Operating            352      781    1,644
profit
- % of turnover       5%      11%       7%
Profit before        327      733    2,383
extraordinary
items and taxes
- % of turnover       5%      10%       9%
Profit for the       257      586    1,422
period
- % of turnover       4%       8%       6%
Return of            10%      20%       17%
equity                     
Return on            13%      24%      19%
capital
invested
                                          
Financing and                             
financial
position
                                          
Interest-              0        0 	0
bearing                    
liabilities
Security on        1,676        0    1,141
advance payment
Short-term         8,177    5,891    7,781
investments +
cash and bank
receivables
Net Gearing         –87%     –56%     –68%
Equity ratio         61%      73%      76%
Cash flow from       407      995    2,134
business
operations
Earnings per        0.03     0.06     0.23
share, EUR,
undiluted
Earnings per        0.03     0.06     0.23
share, EUR,
diluted
Equity per          1.01     1.13     1.22
share
Price-earnings    146.87     46.6    17.28
ratio (P/E)
Lowest share        4.06     2.95     2.83
price
Highest share       5.35     3.79     4.44
price
Average share       4.68     3.44     3.63
price                                
Market            37,700   27,621   37,733
capitalisation
at period end



Group key figures and ratios (on a comparable basis by
quarter), EUR 1,000

                 Q1/2004  Q4/2003  Q3/2003 Q2/2003  Q1/2003
Extent of                                                  
business
                                                           
Turnover           6,460    6,541    5,074   6,605    6,991
- change %,          –8%     –15%     –18%    –12%      –8%
year on year
Gross capital         69       95       40      68       20
expenditure
- % of turnover       1%       1%       1%      1%       0%
                                                           
Profitability                                              
                                                           
EBITA                421      393      431     238      849
- % of turnover       7%       6%       7%      4%      12%
Operating            352      328      365     170      781
profit
- % of turnover       5%       5%       6%      4%      11%
Profit before        327      343      999     307      734
extraordinary              
items and taxes
- % of turnover       5%      5 %     15 %     5 %     10 %
Profit/loss for      259     –253     796      293      586
the period                          
- % of turnover       4%      –4%      12%      5%       8%
Cash flow from       407      735     –203     607      995
business
operations
Earnings per        0.03     0.04     0.10    0.03     0.06
share, EUR,
undiluted
Earnings per        0.03     0.04     0.10    0.03     0.06
share, EUR,
diluted


The weighted average of the issue-adjusted number of shares
totals 9,262,914 during the reporting period. At the end of
the period, the dilution-adjusted number of shares totalled
9,337,471, while the number of outstanding shares totalled
9,262,914.

At the end of the period, the company held a total of
100,000 treasury shares, which were invalidated on 16 April
2004 on the basis of the AGM’s decision. This invalidation
has no effect on shareholders’ equity.

The Group has no liabilities associated with derivative
contracts.





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