REVENIO GROUP CORPORATION FINANCIAL STATEMENTS BULLETIN, January 1 to December 31, 2010

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Revenio Group Corporation                                                       Stock exchange release –  February 16, 2011, at 9:00 am

REVENIO GROUP CORPORATION FINANCIAL STATEMENTS BULLETIN, January 1 to December 31, 2010

 

- Consolidated net sales totaled €29.4 million (comparative: €30.0 million), down 2.0 percent. 

- Consolidated operating profit, excluding non-recurring items, came to €0.8 million (-€0.6 million), or 2.9 (-2.1) percent of net sales.

- Total consolidated operating profit was -€0.6 million (-€0.6 million), or -2.2 (-2.1) percent of net sales.

- The operating profit includes a write-down of €1.9 million on Midas Touch Oy goodwill and intangible assets and capital gains of EUR 0.5 million from selling a commercial real estate

- Pre-tax profit amounted to -€0.7 million (-€0.8 million).

- Diluted and undiluted earnings per share came to -€0.007 (-€0.011).

- Cash flow from operating activities amounted to €1.3 million (€2.0 million).

- The proposed dividend is €0.02 per share (€0.01 per share).

- Consolidated net sales for 2011 are forecast to show growth from 2010 levels. Consolidated operating profit without non-recurring items is expected to be positive, with significant improvement over that of 2010.

10–12/2010

- Consolidated net sales came to €9.9 million (€7.0 million), up 39.4 percent.

- Consolidated operating profit excluding non-recurring items was €1.2 million (-€0.1 million).

- Total consolidated operating profit came to -€0.7 million (-€0.1 million)

- Consolidated net sales and operating profit, excluding non-recurring items, improved markedly during Q4, both year on year and in comparison to the previous quarters of 2010.

Statement by President and CEO Olli-Pekka Salovaara:

"Revenio Group Corporation operations saw a marked upturn in 2010. The results for the latter half of the year represented a significant improvement over the first half of the year, both in terms of net sales and in operating profit. Our consolidated net sales over the entire year saw a slight decrease, but productivity excluding non-recurring expenses showed marked improvement.

Consolidated net sales were driven down by difficulties experienced with regard to sales at Midas Touch Oy, belonging to the Services segment. As a result of the joint negotiations held at Midas Touch Oy’s subsidiaries, the decision was reached to discontinue operations in Lappeenranta and Jämsä. Low investment activity among technology-sector customers also had an impact in the decrease in consolidated net sales. 

For the final quarter, the corporation’s consolidated net sales and operating profit grew both in year-on-year terms and in comparison to the previous quarters of 2010.

At the start of 2010, customers were wary of making acquisition decisions. Towards the end of the year, confidence in prospects started picking up, with our subsidiaries securing new orders. The most significant of these was the one-off €12-million order from the Norwegian Tine SA, obtained by Done Logistics Oy as a subcontractor of logistics operator Swisslog.

Our customer base saw geographical expansion in the product categories of price display systems and tonometers, in addition to which the authorities in various countries have shown an increasing interest in Boomeranger Boats products. The underlying factors in this involve not only active marketing but also successful product development. We further developed our operations by modernizing our production systems as well as the management and organization of our subsidiaries.

Our goal is to drive up our net sales further through our current subsidiaries and possibly corporate acquisitions.

MARKET SITUATION

For the Services segment of the Group, the demand for translation services has picked up slightly since the steep downturn that began at the end of 2008. The market situation has stabilized, but we have not been able to regain our pre-recession level. On the other hand, consumers’ purchasing behavior is still characterized by extreme caution, which made carrying out promotions via telemarketing very challenging throughout the year.

For the Systems segment, the willingness of the customer sectors to invest is still weak after the recession. However, the significant order obtained by Done Logistics Oy from Norway over the summer provides a solid foundation for the company's business operations in 2011.

The Health Care segment saw the demand for Icare tonometers continue to grow, and the market situation is good. The demand for easy-to-use tonometers is forecast to continue growing both in the company’s current markets in Europe and North America and in its new markets in Asia, for instance.

For the Safety segment, customer interest in rigid inflatable boats (RIBs) has grown, as a result of, for instance, active marketing, manifesting itself in increased calls for bids and orders. Need to modernize equipment can be expected to arise in the sector in the coming years, but demand is closely tied to the public sector’s investment opportunities.

Investment activity affecting the Technology segment with regard to the development of service station networks was more limited in 2010 than forecast. In addition to the economic situation, corporate restructuring and the expansion of fuel ranges are significant factors influencing the market. 

NET SALES, PROFITABILITY, AND PROFIT

Revenio Group’s consolidated net sales for January 1 – December 31, 2010, totaled €29.4 million (€30.0 million), representing a decline of 2.0 percent.

Earnings before interest, taxes, depreciation, and amortization (EBITDA) amounted to €2.4 million (€0.5 million), or 8.2 (1.5) percent of net sales. 

The consolidated operating result was -€0.6 million (-€0.6 million), representing -2.2 (-2.1) percent of net sales. Consolidated operating profit excluding non-recurring items was €0.8 million (-€0.6 million), or 2.9 (-2.1) percent of net sales. The pre-tax result was -€0.7 million (-€0.8 million), or -2.1 (-2.8) percent of net sales. Net profit for the period was -€0.5 million (-€0.8 million), representing -1.7 (2.7) percent of net sales.

Both undiluted and diluted earnings per share totaled -€0.007 (-€0.011).

Equity per share was €0.19 (€0.20).

Consolidated net sales for Q4/2010 came to €9.9 million (€7.0 million), up 39.4 percent. Consolidated operating profit for the last quarter amounted to -€0.7 million (-€0.1 million), or 2.5 (1.5) percent of net sales. The final quarter’s operating profit includes a €1.9-million write-down on Midas Touch Oy goodwill and intangible assets. Consolidated operating profit without recurring items for the last quarter amounted to -€1.2 million (-€0.1 million), or 4.0 (1.5) percent of net sales. Both undiluted and diluted earnings per share for the last quarter totaled €0.011 (-€0.001).

Group net sales for 2010 saw a two-percent year-on-year decline. Net sales decreased over the first half of the year, but net sales for the latter half increased year on year. Net sales saw a marked decrease for Midas Touch Oy (in the Services segment) and for the Technology segment. The Health Care and Systems segments both saw a clear increase in net sales.

The operating result for the fiscal year includes a capital gain of €0.5 million for a Done Logistics Oy business property, in Q3, and a €1.9 million write-down on Midas Touch Oy goodwill and intangible assets, during Q4. Exclusive of non-recurring items, the corporation’s relative profitability and operating profit showed a slight year-on-year improvement. 

BALANCE SHEET, FINANCIAL POSITION, AND INVESTMENTS

The consolidated balance sheet total on December 31, 2010, was €24.5 million (€26.6 million). Shareholders' equity came to €14.5 million (€15.7 million). At the end of the financial year, interest-bearing net liabilities totaled €0.7 million (€1.1 million) and gearing stood at 4.7 (7.1) percent. The consolidated equity ratio was 62.5 (60.7) percent. The Group’s liquid assets at the end of the fiscal year totaled €2.1 million (€2.9 million) in value.

The Group’s financial position remained stable in the period under review. In addition to its liquid assets, the Group has a €2.0-million checking facility, from which no funds had been withdrawn at the end of the review period.

Cash flow from business operations came to €1.3 million (€2.0 million).

The Group's purchases of PPE and intangible assets totaled €0.6 million (€0.3 million).

GROUP STRUCTURE

At the end of the fiscal year, Revenio Group comprised parent company Revenio Group Corporation and its wholly owned subsidiaries, all active companies: Done Information Oy, Midas Touch Oy, Done Logistics Oy, Done Software Solutions Oy, Icare Finland Oy, Boomeranger Boats Oy, and Finnish Led-Signs Oy, along with, 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. Of the companies not conducting business operations, Done Wireless Oy was merged into the parent company on December 31, 2010.

OPERATIONS BY SEGMENT

Revenio Group Corporation’s business operations are organized into five primary segments of the Group, according to business sector: Services (Done Information Oy and Midas Touch Oy), Systems (Done Logistics Oy and Done Software Solutions Oy), Health Care (Icare Finland Oy), Safety (Boomeranger Boats Oy), and Technology (Finnish Led-Signs Oy). This structure is in line with the Group’s organization and internal reporting.

Services

Done Information Oy is one of Finland’s biggest translation and content creation companies, and Midas Touch Oy is a leading Finnish contact center company.

The Services segment's net sales in 2010 totaled €10.3 million (€13.6 million), down 24.6 percent. The segment’s margin was -€3.0 million (€2.0 million), including €1.9 million in write-downs on goodwill and intangible assets as non-recurring items. Fourth-quarter net sales amounted to €2.5 million (€2.7 million), and the margin was -€2.1 million (-€0.7 million).

The profitability of Done Information Oy improved, while the company’s profit was quite positive. Net sales remained at the previous year’s level.

Demand for products and services marketed under Midas Touch Oy's contact services brands continued to be weak. The company’s net sales saw a marked year-on-year decline. The primary reason for the decrease in net sales lay in the decline in large customers’ order volumes and elimination of the least profitable assignments. 

On September 10, 2010, the two subsidiaries of Midas Touch Oy – Midas Touch Media Oy and Midas Touch Gateway Oy – initiated joint negotiations. The purpose of the negotiations was to eliminate excess capacity in the provision of contact center services. Following the negotiations, on November 4, 2010, the decision was made to run down production in Lappeenranta and Jämsä, resulting in the permanent layoff of the entire staff of 85 all of whom took part in these negotiations.

On May 1, 2010, Riku Lamppu was appointed as the new CEO of Midas Touch Oy.

After the fixed-term layoffs and staffing reductions, as well as the restructuring of operations, completed in February, testing of goodwill and intangible assets for impairment indicated the requirement for write downs totaling €1.9 million. These write-downs were concentrated on Q4 operating profit.

Systems

The Systems segment comprises Done Logistics, which provides companies with materials-handling systems associated with their internal logistics, and Done Software Solutions Oy, which provides the related information systems. Done Software Solutions Oy launched operations as an independent company on May 1, 2010, as a result of the partial demerger of Done Logistics Oy.

The figures, including all reference information, in this financial statement report are presented as if this arrangement had been effective throughout the period described by the report and reference information.

In 2010, the Systems segment’s net sales came to €6.8 million (€4.7 million), up 45 percent. Its margin was €0.0 million (-€0.2 million). Fourth-quarter net sales came to €3.1 million (€0.9 million), while the margin was €0.3 million (-€0.2 million). The segment is still suffering from the downturn in demand for industrial investment products.

On July 14, 2010, Done Logistics Oy received the largest order in its history, from Norway. Done Logistics Oy will deliver a system to the Norwegian Tine SA for handling and collection of dairy products that is worth €12.0 million, as a subcontractor for a Swiss logistics group, Swisslog. This delivery will be part of a dairy product distribution center to be built in Oslo, where Swisslog is the main logistics systems contractor. As an additional order for the project, at the end of September, Tine ordered a production interface worth €1.6 million from Done Logistics.

Both deliveries will be made in 2010–2012, with the greatest impact on net sales and profit occurring in 2011–2012.

Another significant customer agreement was jointly secured by Done Logistics Oy and Done Software Solutions Oy, worth, in total, €1.3 million, from Nestlé Finland Ltd., to transfer and modernize the palletizing department at its Turenki ice-cream plant.

Health Care

The Health Care segment consists of Icare Finland, which specializes in the development, manufacture, and sale of tonometers measuring intraocular pressure.

In 2010, the Health Care segment’s net sales came to €7.0 million (€6.1 million), up 14 percent. Its margin was €2.9 million (€2.3 million). Fourth-quarter net sales amounted to €2.2 million (€1.8 million), and the margin was €1.1 million (€0.8 million).  

Significant development projects related to a new generation of products were concluded in the 2010 fiscal year, with the first Icare One products, enabling self-administered tests, being shipped to customers. The new products are expected to increase net sales from 2011.

Safety

The Safety segment consists of Boomeranger Boats, which designs, manufactures, and sells RIBs of the highest quality, primarily for navy rescue units, authorities, and security forces of various countries.

In 2010, the Safety segment’s net sales amounted to €3.4 million (€2.8 million), up 19.8 percent. The margin was €0.2 million (€0.1 million). Fourth-quarter net sales amounted to €1.2 million (€0.9 million), and the margin was €0.2 million (€0.1 million).

In the autumn, the segment secured several smaller orders for a few boats, complementing the long-term order portfolio. Rising costs of materials and the proportionally higher production costs with small production batches pose challenges to profitability. 

Technology

Finnish Led-Signs, which constitutes the Technology segment, is the largest supplier of LED price displays in the Nordic region and is Finland's leading manufacturer of LED information displays and parking guidance systems.

In 2010, net sales for the Technology segment totaled €1.9 million (€2.7 million), down 29 percent. The margin was -€0.1 million (€0.3 million). Investment activity in the development of service station networks was lower than expected in 2010, and this was also discernible in Finnish Led-Signs Oy's net sales. 

Fourth-quarter net sales came to €0.8 million (€0.6 million), and the margin was €0.1 million (€0.1 million).

The most significant new agreement of the year was Finavia's order for the expansion of the parking system at Helsinki–Vantaa airport. Deliveries of price display systems, in accordance with the framework agreement concluded with BP plc (British Petroleum) in December 2009, picked up towards the end of the year. However, the order flow is very inconsistent.

On December 1, 2010, Helena Korte took over duties as Finnish Led-Signs Oy’s new president and CEO.

Net sales and segment margins for 1–12/2010 and 1–12/2009, excluding non recurring items:

 

  Net Sales       Segment profit margin  
  1-12/2010 1-12/2009 1-12/2010 1-12/2009
  MEUR share MEUR share MEUR % MEUR %
Services Total 10,3 35 % 13,6 45 % -1,07 -10 -2,00 -13
-Done Information 3,6 12 % 3,6 12 % 0,23 7 -0,16 -11
-Midas Touch 6,7 23 % 10 33 % -1,31 -20 -1,84 -15
                 
Systems Total 6,8 23 % 4,7 16 % 0,03 0 -0,24 -5
-Done Logistics 5,7 19 % 3,6 12 % -0,13 -2 -0,32 -14
-Done Software 1,1 4 % 1,1 4 % 0,16 15 0,25 24
Solutions                
                 
Health Care 7,0 24 % 6,1 21 % 2,93 42 2,31 38
                 
Safety 3,4 12 % 2,8 9 % 0,18 5 0,06 2
                 
Technology 1,9 6 % 2,7 9 % -0,05 -2 0,29 11
                 
Total 29,4 100 % 30 100 % 2,02 7 0,41 1
                 
Parent co. expenses       -1,18 -1    
                 
Operating Profit/loss       0,84 3 -0,64 -2
(Excluding non-recurring items)            

 

The net sales, margin, and profit, by segment and quarter, excluding non recurring items, were as follows:
MEUR Q4/10 Q3/10 Q2/10 Q1/10 Q4/09 Q3/09 Q2/09 Q1/09
Net sales:                
Services total 2,5 2,3 2,8 2,8 2,7 2,9 3,6 4,4
-Done Information 1,1 0,8 1,0 0,8 0,9 0,7 0,8 1,1
-Midas Touch 1,4 1,5 1,8 1,9 1,8 2,2 2,8 3,3
Systems total 3,1 1,7 0,8 1,2 0,9 1,1 1 1,6
-Done Logistics 2,8 1,4 0,5 0,9 0,7 0,8 0,8 1,3
-Done Software 0,3 0,3 0,3 0,3 0,2 0,3 0,2 0,3
Solutions                
Health care 2,2 1,6 1,5 1,7 1,8 1,5 1,4 1,4
Safety 1,2 0,6 0,9 0,7 0,9 0,5 0,4 1,0
Technology 0,8 0,4 0,4 0,3 0,6 0,8 0,7 0,6
Total 9,9 6,5 6,4 6,6 7,0 6,8 7,1 9,1
                 
Segment profit margin: Q4/10 Q3/10 Q2/10 Q1/10 Q4/09 Q3/09 Q2/09 Q1/09
Services total -0,18 -0,17 -0,33 -0,38 -0,65 -0,27 -0,56 -0,52
-Done Information 0,14 0,04 0,04 0,02 0,12 -0,1 -0,16 -0,04
-Midas Touch -0,32 -0,21 -0,37 -0,4 -0,77 -0,17 -0,4 -0,48
Systems Total 0,27 0,03 -0,18 -0,09 -0,17 0,11 -0,14 -0,04
-Done Logistics 0,22 -0,01 -0,21 -0,12 -0,17 -0,06 -0,18 -0,08
-Done Software 0,05 0,04 0,03 0,03 0 0,17 0,04 0,04
Solutions                
Health care 1,1 0,83 0,45 0,56 0,78 0,54 0,49 0,5
Safety 0,25 -0,13 0,04 0,02 0,07 -0,06 -0,06 0,12
Technology 0,07 0,02 -0,03 -0,11 0,06 0,12 0,08 0,03
Total 1,5 0,57 -0,05 0,01 0,08 0,44 -0,2 0,09
Parent co. expenses -0,33 -0,27 -0,3 -0,28 -0,19 -0,21 -0,36 -0,29
Operating profit 1,16 0,3 -0,35 -0,27 -0,11 0,23 -0,56 -0,2
Operating profit--% 11,8 % 4,6 % -5,5 % -4,2 % -1,5 % 3,4 % -7,9 % -2,30 %

HUMAN RESOURCES

 The number of personnel employed by the Group in 2010 averaged 423 (516). The number of employees at the end of the year was 333 (423). Average staff age was 41 years (36.5 years). Following the joint negotiations at Midas Touch subsidiaries Midas Touch Media Oy and Midas Touch Gateway Oy, the decision was made in November to lay off the entire staff of these companies (85 people), permanently. The layoffs are not included in the 2010 staff numbers. 

In 2010, Revenio conducted its first-ever Group-wide occupational well being survey. Development projects related to, for instance, the work of supervisors and the management have been initiated.

The number of personnel employed by the Group during the fiscal year, by segment, averaged:

 

  12/31/2010 12/31/2010 Change
       
Services 325 423 -98
Systems 48 47 1
Health Care 11 8 3
Safety 23 21 2
Technology 12 13 -1
Parent company 4 4 0
Total 423 516 -93

Wages, salaries, and other remuneration paid during the fiscal year totaled €10.9 million (€13.7 million).

MANAGEMENT GROUP

Olli-Pekka Salovaara is the president and CEO of Revenio Group Corporation. The Management Group consists of Salovaara, Development Director Juha Kujala, and CFO Pekka Raatikainen.

On December 1, 2010, Helena Korte, MA, eMBA, took over as Finnish Led Signs Oy’s new president and CEO. Before this, Korte held a managerial position related to international business at Wallac Oy (now part of PerkinElmer, Inc.), where she was in charge of product administration, North American business operations, and global customer support, among other areas.

On May 1, 2010, Riku Lamppu (51), a commercial institute graduate, was appointed as the new CEO of Midas Touch Oy. Following the demerger of Done Logistics Oy of May 1, 2010, Pekka Soini has acted as the managing director of Done Logistics Oy, while Ari Suominen has served as managing director of Done Software Solutions Oy.

The managing directors of the other companies in the Group are Ari Tiukkanen (Icare Finland Oy), Tarja Salonen (Done Information Oy), and Jussi Mannerberg (Boomeranger Boats Oy).

SHARES, SHARE CAPITAL, AND MANAGEMENT HOLDINGS

On December 31, 2010, Revenio Group Corporation's fully paid share capital registered in the Trade Register was €5,314,918.72 and the number of shares outstanding totaled 76,839,730. The company has one series of shares, and all shares confer the same voting rights and an equal right to dividends and the company’s funds. No changes occurred in the number of shares or in the share capital during the fiscal year.

On December 31, 2010, the Board of Directors and the president and CEO held 21.0 percent of the company's shares, totaling 16,137,210 shares, and 18.6 percent of the option rights, for a total of 684,365 options.

CHANGES IN SHAREHOLDINGS

There were no significant changes in ownership to report during the fiscal year. 

PURCHASE AND CANCELLATION OF OWN SHARES

During the fiscal year under review, Revenio Group Corporation purchased 141,255 of its own shares in order to pay Board members’ emoluments in the form of shares. The share buyback program, commenced by Revenio Group Corporation on May 5, 2010, concluded on May 12, 2010. In accordance with the AGM’s decision, Board members Rolf Fryckman, Timo Mänty, and Pekka Tammela each received 47,085 shares as emolument for Board members. After these transfers, the company holds no treasury shares.

OPTION RIGHTS

On the basis of the share issue authorization approved by the Annual General Meeting on April 3, 2007, the Board of Revenio Group Corporation decided, on November 23, 2007, on a new corporate option plan, comprising a maximum of 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 December 31, 2009, the proportion of shares to be subscribed for on the basis of the option rights issued represents a maximum of 2.5 percent of the company’s shares and votes, once all new shares subscribed for with these option rights have been registered. Share subscriptions via the option program entitle the holder to a dividend from the subscription year onwards.

The option rights have been divided into three series: Series A (1,684,365 shares), Series B (1,000,000), and Series C (1,000,000). The subscription periods for the options are as follows: for Series A, May 1, 2009 – May 1, 2013; for Series B, November 1, 2010 – November 1, 2014; and for Series C, May 1, 2012 – May 1, 2016. The share subscription price will be the trade-weighted average price over the periods November 1–30, 2007 (€0.66, Series A); April 1–30, 2009 (€0.31, Series B); and November 1–30, 2010 (€0.30, Series C).

75,000 options were distributed during the fiscal year.No shares were subscribed for by means of the previously distributed options. At the end of the year, the company’s key personnel held, in total, 1,159,365 Series-2007A options and 760,000 Series-2007B options.

TRADING ON THE NASDAQ OMX HELSINKI EXCHANGE

For January 1 – June 30, 2010, Revenio Group Corporation's turnover on the NASDAQ OMX Helsinki exchange totaled €7.9 million (€8.3 million), representing 24.7 million (25.1 million) shares or 32.2 percent (32.7 percent) of shares outstanding. The trading high was €0.38 (€0.42) and the low €0.28 (€0.26). At the end of the review period, the closing price was €0.30 (€0.35), and the average share price was €0.30 (€0.33). Revenio Group Corporation’s market value on December 31, 2010, was €23.0 million (€26.9 million).

ANNUAL GENERAL MEETING AND BOARD AUTHORIZATIONS IN EFFECT

The Annual General Meeting held on April 8, 2010, approved the company’s financial statements and discharged the members of the Board of Directors and the president and CEO from liability for the January 1 – December 31, 2009, financial year.

The AGM selected the following persons as members of the Board of Directors: Jyri Merivirta, LL.M., private investor; Pekka Tammela, M.Econ., APA, partner in Pajamaa Partners Oy; Timo Mänty, M.Econ., president of Rautakirja Oy; and, as a new member, Rolf Fryckman, the chairman of Eyemakers Finland Oy.

The AGM decided that the chairman of the Board should be entitled to an annual emolument of €60,000 and the other Board members to an annual emolument of €36,000, with the exception that any member who holds a stake of at least five percent in Revenio Group Corporation, either directly or through a company in which he or she has a minimum holding of 50 percent, should not be entitled to a separate emolument. In total, 40 percent of Board members’ emoluments will be settled in the form of shares in the company, while 60 percent will consist of monetary payment.

The AGM decided to re-elect PricewaterhouseCoopers Oy, Authorized Public Accountants, as the company’s auditor, with Juha Tuomala, Authorized Public Accountant, acting as the chief auditor.

The AGM decided to accept the Board’s proposal on profit distribution, according to which the profit for the financial period, €2,015,787.66, will be added to retained earnings and a dividend of €0.01 per share will be paid, to a total of €768,397.30.

The AGM authorized the Board of Directors to decide on buyback of a maximum of 7,683,973 own shares in one or more installments, using the company’s unrestricted equity. Any such buyback will reduce the company’s distributable earnings.

The AGM decided to rescind the Board’s valid unexercised share-issue authorization and authorized the Board of Directors to decide on an issue of, at maximum, 30,000,000 shares or to grant special rights (including stock options) entitling the holder to shares, as set forth in Section 1 of Chapter 10 of the Companies Act, in one or several tranches. This authorization was granted for use to finance and implement any potential corporate acquisitions or other transactions, to implement the company’s share-based incentive plans, or for other purposes determined by the Board. The Board has the right to decide on all terms and conditions governing said share issue and the granting of special rights, including the subscribers or grantees of the special rights, and the consideration payable. The Board’s authorization includes the right to waive shareholders’ preemptive subscription rights and covers the issue of new shares and the transfer of any shares that may be held by the company. This authorization will be valid until April 30, 2011.

BOARD OF DIRECTORS AND AUDITORS

Since April 8, 2010, the following persons have constituted the Board of Directors of Revenio Group Corporation: Jyri Merivirta, LL.M., private investor (Chairman of the Board), Pekka Tammela, M.Econ., APA, partner in Pajamaa Partners Oy; Timo Mänty, M.Econ., president of Rautakirja Oy to February 15, 2011 (managing director of Onninen Oy from April 1, 2011); and Rolf Fryckman, the chairman of Eyemakers Finland Oy. Until April 8, 2010, the members of the Board were Jyri Merivirta, Pekka Tammela, and Timo Mänty.

PricewaterhouseCoopers Oy, Authorized Public Accountants, serves as the company’s auditor, with Juha Tuomala, Authorized Public Accountant, as the chief auditor.

In 2010, the Board of Directors met 14 times. Board members’ meeting attendance rate was, on average, 94.6 percent.

In accordance with the AGM’s decision, 40 percent of Board members’ emoluments, in total, were settled in the form of shares in the company, while 60 percent consisted of monetary payment. In the course of the fiscal year, the company made, in total, €60,261.57 in monetary payments as Board emoluments. In addition, 141,255 Revenio Group Corporation shares in all were granted as Board emoluments.

In the 2010 fiscal year, the president and CEO was paid €187,053.97 in salary.

MAJOR BUSINESS RISKS AND UNCERTAINTIES

The Group’s risks are defined as strategic, operational, trade cycle, hazard, and financial risks.

The Group’s strategic risks include strong competition in all sectors, the threat posed by new competing products, and any other actions of the company’s rivals that may affect the competitive situation. Another factor posing a strategic risk is related to success in R&D operations and, therefore, preservation of the product range’s competitiveness. In sectors requiring particular expertise, essential risks also include those related to the retention and development of key personnel as well as dependence on the operational ability of the subcontractor and supplier network.

Corporate acquisitions are part of the Group’s strategy. The success of these acquisitions has a significant impact on the reaching of growth and profitability targets. Acquisitions may also change the Group’s risk profile.

Strategic risks and the need for actions are regularly assessed and are monitored in connection with day-to-day management, monthly Group reporting, and annual strategy updates.

Operational risks are associated with the retention and development of major customers and success in extending the customer base. In the Health Care segment especially, operational risks include factors related to expansion into new markets, such as the country-specific regulation of medical instruments imposed at the national level and the related official decisions concerning the health-care market.

The operational risks related to the manufacture, product development, and production control of medical instruments are estimated to be higher than average in the Health Care segment, because of that sector’s requirements concerning quality.

Project-based operations, mainly carried out in the Systems and Technology segments, entail exposure to subcontractor and supplier risks in the management of demanding integrated solutions. 

The share of deferred tax assets in the assets item of the consolidated balance sheet is significant. Changes in business profitability and tax legislation could involve changes in the availability and amount of deferred tax assets.

Hazard risks are subject to extensive insurance coverage, and the adequacy of that coverage is always assessed when any changes in circumstances so require – however, not less than once per year. Property insurance and insurance against interruptions to business provide protection against risks in these areas, while various types of liability insurance provide protection against other business risks.

Financial risks consist of credit, interest, liquidity, and foreign exchange risks. The Group has taken out credit insurance covering all companies in the Group, to manage credit loss risks. Every month, and more frequently if necessary, the Board, in its meetings, assesses matters related to financial issues. If required, the Board provides decisions and guidelines for the management of financial risks concerning interest-rate and currency hedging, for instance. Liquidity risks are monitored by means of cash forecasts, which are drawn up for periods of 12 months at a time.

EVENTS AFTER THE FINANCIAL YEAR

There have been no major events since the fiscal year ended.

OUTLOOK FOR 2011

Net sales for 2011 are forecast to grow in comparison to 2010 figures. Consolidated operating profit without non-recurring items is forecast to be positive, with significant improvement seen from 2010.

The goal of Revenio Group Corporation is to continue growing by means of both corporate restructuring and expansion of current business operations.

THE BOARD'S PROPOSAL TO THE ANNUAL GENERAL MEETING

The consolidated net profit for the year totaled -€507 thousands and that of the parent company €243.391,03.

The parent company’s distributable earnings on December 31, 2010, totaled €13.996.280,39.

The Board of Directors will propose to the Annual General Meeting on April 2, 2011, that the parent company’s distributable earnings be allocated as follows:

- A per-share dividend of €0.02, for a total of €1.536.794,60, against the total number of shares on the balance sheet date, will be distributed.

- The rest of the distributable retained earnings will be entered under equity.

In the Board’s opinion, the proposed dividend distribution does not endanger the parent company’s liquidity.

ACCOUNTING PRINCIPLES

The recognition and valuation principles underlying the financial information presented in the Interim Report comply with the principles of the International Financial Reporting Standards (IFRS). The report does not comply with all the requirements of IAS 34, Interim Financial Reporting. These financial statements are based on audited figures. 

GROUP KEY FIGURES AND RATIOS (MEUR) 1-12/2010 1-12/2009
     
Net sales 29.4 30.0
     
Ebitda 2.4 0.5
Ebitda % 8.2 1.5
     
Operating profit -0.6 -0.6
Operating profit % -2.2 -2.1
     
Pre-tax profit -0.7 -0.8
Pre-tax profit % -2.4 -2.8
     
Net profit -0.5 -0.8
Net profit % -1.7 -2.7
     
Gross capital expenditure 0.6 0.3
Gross capital expenditure % 2.0 1.1
     
R&D costs 0.4 0.4
R&D costs % 1.5 1.4
     
Gearing % 4.7 7.1
Equity ratio % 62.5 60.7
     
Return on investment % (ROI ) -2.1 -2.6
Return on equity % (ROE) -3.4 -4.9
     
Undiluted earnings per share. EUR -0.007 -0.011
Diluted Earnings per share. EUR -0.007 -0.011
Equity per share. EUR 0.19 0.20
     
Average no. ef employees 423 516
     
Cash flow from operating activities 1.3 2.0
Cash flow from investing activities 0.0 -0.3
Net cash used in financing activities -2.1 -0.8
Total cash flow 0.8 0.9

 

CONSOLIDATED COMPREHENSIVE    
INCOME STATEMENT (MEUR) 1-12/2010 1-12/2009
     
NET SALES 29.4 30.0
Other operating income 0.5 0.1
Materials and services -9.7 -7.6
Employee benefits -13.2 -16.4
Depreciation/amortization -1.1 -1.1
Other operating expenses -6.6 -5.5
OPERATING PROFIT -0.6 -0.6
Share of associates' results 0.0 0.0
Financial expenses (net) -0.1 -0.2
PRE-TAX PROFIT -0.7 -0.8
Income tax expense 0.2 0.0
NET PROFIT -0.5 -0.8
Other comprehensive income items 0.0 0.0
Income tax expense for comprehensive income 0.0 0.0
Other comprehensive income items    
after taxes 0.0 0.0
TOTAL COMPREHENSIVE INCOME -0.5 -0.8
     
Net profit attributable to:    
     
     
Parent company shareholders -0.5 -0.8
Minority interest 0.0 0.0
     
Total comprehensive income attributable to:  
     
Parent company shareholders -0.5 -0.8
Minority interest 0.0 0.0
     
Earnings per share, undiluted EUR -0.007 -0.011
Earnings per share, diluted EUR -0.007 -0.011

 

CONSOLIDATED COMPREHENSIVE    
INCOME STATEMENT (MEUR) 10-12/2010 10-12/2009
     
NET SALES 9.9 7.0
Other operating income 0.0 0.0
Materials and services -3.9 -2.0
Employee benefits -3.5 -3.8
Depreciation/amortization -0.4 -0.3
Other operating expenses -2.9 -1.1
OPERATING PROFIT -0.7 -0.1
Share of associates' results 0.0 0.0
Financial expenses (net) 0.0 -0.0
PRE-TAX PROFIT -0.7 -0.2
Income tax expense -0.1 -0.1
NET PROFIT -0.8 -0.3
Other comprehensive income items 0.0 0.0
Income tax expense for    
comprehensive income 0.0 0.0
Other comprehensive income items    
after taxes 0.0 0.0
TOTAL COMPREHENSIVE INCOME -0.8 -0.3
     
Net profit attributable to:    
     
Parent company shareholders -0.8 -0.3
Minority interest 0.0 0.0
     
Total comprehensive income attributable to:  
     
Parent company shareholders -0.8 -0.3
Minority interest 0.0 0.0

 

CONSOLIDATED BALANCE SHEET (MEUR) 31.12.2010 31.12.2009
     
ASSETS    
     
NON-CURRENT ASSETS    
Property. plant and equipment 1.6 1.9
Goodwill 8.2 9.1
Intangible assets 1.3 2.7
Shares in associates 0.4 0.4
Available-for-sale-assets 0.0 0.3
Deferred tax assets 2.8 3.1
TOTAL NON-CURRENT ASSETS 14.4 17.5
     
CURRENT ASSETS    
Inventories 1.1 1.9
Trade and other receivables 6.9 4.3
Cash and cash equivalents 2.1 2.9
TOTAL CURRENT ASSETS 10.1 9.1
     
     
TOTAL ASSETS 24.5 26.6
     
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 7.0
Retained earnings/loss -0.6 0.6
TOTAL EQUITY. attributable to holders    
of parent company equity 14.5. 15.7
TOTAL SHAREHOLDERS' EQUITY 14.5 15.7
     
LIABILITIES    
NON-CURRENT LIABILITIES    
Deferred tax liabilities 0.4 0.8
Provisions 0.1 0.2
Financial liabilities 1.5 2.7
Other liabilities 0.0 0.0
TOTAL LONG-TERM LIABILITIES 2.0 3.8
     
CURRENT LIABILITIES    
Advance payments 1.3 0.6
Trade and other payables 6.7 5.2
Provisions 0.0 0.0
Financial liabilities 1.3 1.3
TOTAL SHORT-TERM LIABILITIES 8.0 7.1
     
TOTAL LIABILITIES 10.0 10.8
     
TOTAL LIABILITIES AND    
SHAREHOLDERS' EQUITY 24.5 26.6

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS'EQUITY (MEUR)

 

 

  Share Share Other Retained Minority Total
  capital Premium Reserves Earnings Intrest Equity
Balance 1.1.2009 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
Options expense            
Adjustment 0.0 0.0 0.0 0.0 0.0 0.0
Net profit 0.0 0.0 0.0 0.8 0.0 0.8
Balance 31.12.2009 5.3 2.4 7.3 0.7 0.0 15.7
             
  Share Share Other Retained Minority Total
  capital Premium Reserves Earnings Intrest Equity
Balance 1.1.2010 5.3 2.4 7.3 0.7 0.0 15.7
Dividend distribution 0.0 0.0 0.0 -0.8 0.0 -0.8
Options expense            
Adjustment 0.0 0.0 0.0 0.0 0.0 0.0
Net profit 0.0 0.0 0.0 -0.5 0.0 -0.5
Balance 31.12.2010 5.3 2.4 7.3 -0.6 0.0 14.5

 

CONSOLIDATED CASH FLOW STATEMENT (FIGURES IN MEUR)  
  1–12/2010  1–12/2009
Net profit -0.5 -0.8
Adjustments to net profit 3.0 1.4
Change in working capital -1.1 0.8
Interest paid -0.1 -0.2
Taxes paid 0.0 -0.0
CASH FLOW FROM OPERATING AVTIVITIES 1.3 2.0
     
Sales of fixed assets 0.6 0.0
Purchase of PPE -0.6 -0.3
Purchase of intangible assets 0.0 0.0
     
NET CASH USED IN INVESTING ACTIVITIES 0.0 -0.3
     
Paid dividends -0.8 -1.5
Long-term borrowings 0.0 2.0
Repayments of long-term borrowings -1.2 -1.4
Finance lease principal payment -0.1 -0.1
NET CASH USED IN FINANCING ACTIVITIES -2.1 -0.8
     
Net change in cash and equivalents -0.8 0.9
Cash and equivalents. period-start 2.9 2.0
Cash and equivalents. period-end 2.1 2.9

 

 

NET SALES AND OPERATING PROFIT BY QUARTER (MEUR)

 

MEUR Q4/10 Q3/10 Q2/10 Q1/10 Q4/09 Q3/09 Q2/09 Q1/09
Net sales 9.9 6.5 6.4 6.6 7.0 6.8 6.1 9.1
Oper. Profit -0.7 0.8 -0.3 -0.3 -0.1 0.2 -0.4 -0.2
Oper. profit. % -7.5 12.1 -5.5 -4.2 -1.5 3.4 -5.7 -2.3 

 

MAIN SHAREHOLDERS 31.12.2010

 

  No. of shares %
1. Merivirta Jyri 15,000,000 19.5
2. Eyemaker´s Finland Oy 7,817,214 10.2
3. Etera                                        3,500,000 4.6
4. Alpisalo Mia 3,121,653 4.1
5. Erikoissijoitusrahasto UBVIEW 3,114,700 4.1
6. Mäkinen Markku 1,549,251 2.0
7. Kiesvaara Tuomo 1,259,332 1.6
8. The Nordic Adviser Group Ltd 1,179,861 1.5
9. Oy AJP Holding 1,000,000 1.3
10.Juurakko Timo 985,280 1.3

Revenio Group Corporation

Board of Directors

 

For further information, please contact:

Olli-Pekka Salovaara, President & CEO, +358 (0)40 567 5520 (cell)

olli-pekka.salovaara@revenio.fi

 http://www.revenio.fi/

 DISTRIBUTION:

 NASDAQ OMX Helsinki

Financial Supervisory Authority (FIN-FSA)

Key media

www.revenio.fi

 

Revenio Group Corporation, the parent company of the Finnish

business group Revenio Group, is listed on the NASDAQ OMX Helsinki exchange. Revenio's subsidiaries share a focus on Finnish specialist expertise and export-based operations.

Revenio Group is made up of seven independent subsidiaries, in five business areas. These subsidiaries are Done Information Oy, Done Logistics Oy, Done Software Solutions Oy, Icare Finland Oy, Boomeranger Boats Oy, Finnish Led-Signs Oy, and Midas Touch Oy.