Trainers' House Plc starts at solid ground
-Record year for both Satama Interactive Plc and Trainers' House Oy
-The Board of Directors will propose to the Annual General Meeting that a
dividend of EUR 0.04 per share will be paid.
-Net debt including loan (EUR 34.0 million) for the acquisition of Trainers'
House amounted to EUR 17.2 million at the end of the year.
Satama's financial year 2007
-Satama made the best operating profit in its history. The operating profit was
EUR 2.6 million including the operating profit of the divested Dutch operations
from the period of January - October 2007.
-The IFRS adjusted operating profit from continuing operations (excluding
Holland)was EUR 2.1 million or 7.1% of net sales (EUR 0.2 million, 0.7% of net
sales).
-Net sales from continuing operations (excluding Holland) amounted to EUR 30.0
million (EUR 28.4 million), representing 5.6% growth from the previous year. The
growth was entirely organic.
-Net profit for 2007 was EUR 8.7 million (EUR 0.1 million). The financial
result was influenced positively by the divestment of Satama's Dutch operations
and an increase in deferred tax receivable. The deferred tax receivable
concerning the Finnish group companies has been entered in the maximum amount
of EUR 9.1 million at 31 December 2007. The booking has been done with the
assumption that all confirmed losses can be utilized within the period of
validity. The Group's confirmed losses in Finland as of 31 December 2006
amounted to EUR 37.3 million.
-Earnings per share for continuing operations amounted to EUR 0.1 (EUR 0.0).
Satama's October - December 2007
-The corporate structure of Satama Interactive Plc changed fundamentally in the
last quarter. Satama purchased the entire share capital of Trainers' House Oy
and divested Satama's Dutch operations. Trainers' House Oy merged into Satama on
31 December 2007. In connection with the merger, the combined company adopted
the trade name Trainers' House Plc.
-Satama sold its Dutch operations for a total consideration of EUR 8.1 million.
The transaction resulted in a non-recurring EUR 3.3 million capital gain in
Satama's fourth quarter earnings.
-In the last quarter, Satama's net sales from continuing operations amounted to
EUR 8.2 million (EUR 8.6 million) and the operating profit was EUR 0.7 million
(EUR 0.6 million).
Trainers' House Oy 2007 (not included in the official figures)
-Trainers' House Oy made the best operating profit in its history.
-FAS net sales amounted to EUR 18.0 million (EUR 15.0 million). FAS operating
profit amounted to EUR 6.0 million (EUR 5.4 million) or 33.4% of net sales
(36.2%). The operating profit includes EUR 1.1 million of non-recurring costs
related to the merger of Satama and Trainers' House.
-The IFRS adjusted operating profit of Trainers' House Oy amounted to EUR 5.1
million representing 29.5% of net sales. IFRS net sales amounted to EUR 17.5
million.
The new Trainers' House Plc 2007 (pro forma of Satama and Trainers' House Oy)
-The pro forma income statement of the combined company describes the result of
the combined company, had the merger taken place on 1 January 2007.
-Net sales for 2007 would have amounted to EUR 46.6 million. Profit before
depreciations and amortization (EBITDA) would have amounted to EUR 8.4 million
or 18.0% of net sales.
-The operating profit, which includes a depreciation of EUR 3.1 million
intangible rights included in the acquisition cost of Trainers' House Oy, would
have amounted to EUR 4.2 million or 9.0% of net sales.
-Cash flow from operations would have been EUR 8.3 million. The calculation of
the pro forma profit is in more detail described below.
Key figures
-45% of the acquisition cost of Trainers' House was financed with bank loans.
The company had EUR 34.3 million of interest-bearing debt (EUR 0.4 million) on
31 December 2007. At the end of 2007, the company's liquid assets amounted to
EUR 17.1 million (EUR 0.5 million). At the end of 2007, the equity ratio was
56.0% (71.9%) and net gearing 27.6% (-0.9%).
OUTLOOK FOR THE FUTURE
The pro forma operating profit prior the depreciation of fair value adjustments
of the purchase price of Trainers' House was EUR 7.3 million, 15.6% of net
sales. The company expects the comparable operating profit to be higher than
last year.
CEO JARI SARASVUO ON THE FINANCIAL REPORT
Judging by the intensity that my colleagues are working and the shine in our
customers' eyes, I have a firm belief in our right to dream about a future far
beyond what we are capable of today.
Growth Systems are a promising concept in a situation where the never ending
competition constantly stalks everybody, all the time. Regardless of the company
or its competitive position, we are able to generate more leads, more deals and
more quality to the co-operation amongst the personnel and the customers. Our
story is gaining more and more attention domestically as well as
internationally.
For our customers this is naturally not just about the money. Organizations have
resources that have been distributed unevenly and unfairly: know-how, contacts,
workload, credibility, rewards, opportunities - and first and foremost, time and
energy. We believe that a more sensible and fair distribution of work, as well
as involving and rewarding ever larger groups of people are the inevitable
future of work.
Growth management systems combined with training and marketing will benefit the
wellbeing of the community as well as the success of the company. At the end of
the day what is at stake is a good life - for individual, for organization and
for the society.
I believe in our dream and the people behind it. It looks that many customers
who usually are quite critical, now seem to agree with us. A good idea,
demanding customers and people willing to learn - the rest is just work!
But there are also reasons to wake up in the middle of the night to worry. This
is not going to be a walk in the park. Business environment has become more
turbulent. Competitors may be able to gather speed even faster than we are.
The customers may get lost on their way home. We won't be able to do everything
immediately.
However, love of our fellow employees and of our common story helps to keep the
nightmares at distance.
For more information, please contact:
Jari Sarasvuo, CEO, tel. +358 (0)500 665 666
Mirkka Vikström, CFO, tel. +358 (0)50 376 1115
Press conference:
Trainers' House will hold a press and analyst conference regarding the financial
statements bulletin on 26 February, at noon-1 pm, at the company's head office
located at Porkkalankatu 11, Helsinki. Those wishing to participate should
contact Mia Luostarinen, tel. +358 (0)40 755 6146 or e-mail
mia.luostarinen@trainershouse.fi.
The press conference will be webcasted live and can be viewed at
www.trainershouse.fi - Investors on 26 February 2008 starting at noon (available
in Finnish only).
TRAINERS' HOUSE'S FINANCIAL STATEMENTS BULLETIN FOR 1 JANUARY - 31 DECEMBER 2007
REVIEW OF OPERATIONS
Trainers' House Plc (TH Group) is a Growth System Company formed by the merger
of Satama Interactive Plc (Satama) and Trainers' House Oy (TH Oy) on 31 December
2007. The acquisition is described in more detail below.
The official figures presented in this report include Satama's continuing
operations for the period 1 January - 31 December 2007 in such a way that the
financial result of TH Oy is included in the official figures for the last two
months for the 45% ownership share. The result is presented on the line “Share
from profit/loss of associated companies”. The balance sheet of TH Oy is
included in its entirety in the official balance sheet of 31 December 2007.
Satama's Dutch operations were divested on December 2007. The financial result
of the Dutch operations from the beginning of 2007 to the date of the divestment
agreement as well as the related capital gain are presented on the line
“Profit/loss from divested operations in 2007”. The figures for 2006 have been
adjusted to correspond with this presentation method.
Official figures 2007
The profitability of Satama's continuing operations improved significantly in
2007, and the company's operating profit was clearly the best in its 10-year
history. The operating profit from continuing operations was EUR 2.1 million or
7.1% of net sales (EUR 0.2 million, 0.7% of net sales). The Dutch operating
profit eliminated from the continuing operations was EUR 0.5 million for the
period of January - October 2007.
Satama's net sales from continuing operations increased by 5.6%, amounting to
EUR 30.0 million (EUR 28.4 million). The growth was entirely organic. Net profit
for 2007 was EUR 8.7 million (EUR 0.1 million).
The result was negatively affected by the net result of items related to the
share purchase of TH Oy, amounting to EUR 0.4 million. These items were entered
for the period of two months from the acquisition date until the end of 2007.
The items include a share of the result of the associated company (EUR 0.1
million), interest on the financing of the share purchase (EUR -0.3 million), as
well as the depreciation of intangible assets related to the acquisition (EUR
-0.2 million). The result was positively affected by the divestment of Satama's
Dutch operations, amounting to EUR 3.8 million (including a capital gain of EUR
3.3 million).
The financial result was also influenced by an increase in deferred tax
receivables. The deferred tax assets are recognized in the balance sheet in the
extent that the company will likely be able to utilize in the future against
taxable income. The management of the TH Group expects that all confirmed losses
from the Finnish companies can be utilized within their period of validity. A
tax receivable dated 31 December 2007 has therefore been entered in the maximum
amount from the Finnish companies, EUR 9.1 million. The Group's confirmed losses
in Finland as of 31 December 2006 amounting to EUR 37.3 million.
Trainers House Oy 2007
The net sales of TH Oy amounted to EUR 17.5 million, while the operating profit
was EUR 5.1 million and the net profit for 2007 was EUR 4.9 million. The result
includes non-recurring costs related to the merger of Satama and TH Oy in the
amount of EUR 1.1 million. Net profit also includes increase in value in
Satama's shares worth EUR 1.4 million. The figures for 2007 have been adjusted
to comply with IFRS regulations. No comparative figures are available, because
the IFRS standard was only adopted for the 2007 Financial Statements.
Pro forma income statement 2007
The pro forma income statement of the merged company describes the result of the
merged company, had the merger taken place on 1 January 2007. The pro forma
result is theoretical.
The following table presents the official IFRS result of Satama's continuing
operations for 2007 only. Taxes are excluded since they are mainly calculatroy.
Items affecting the pro forma result are presented in the column “Adjustments”.
Mutual items have been eliminated before operating profit. Another item
affecting the financial result was the depreciation of intangible assets, EUR
3.1 million, resulting from the allocation of acquisition cost. The change in
the value of Satama's shares owned by TH Oy has been eliminated from the
financing costs. The financing costs include calculated interest expenses for
the entire year. In addition, the share of TH Oy's profit included in Satama's
official figures has been eliminated from the figures presented on the line
“Share from profit/loss of associated companies”.
Figures for Satama and TH Oy and the pro forma figures are itemized in the
following table (in thousands of Euros):
Trainers'
Satama House Oy Adjustments Total
Net Sales 29,989 17,455 -838 46,606
Expenses
Personnel related
Expenses -18,663 -6,504 -25,167
Other expenses -8,493 -5,385 838 -13,040
EBITDA 2,833 5,567 8,399
% of net sales 9.4 31.9 18.0
Depreciation -713 -420 -3,090 -4,223
EBIT 2,119 5,147 -3,090 4,176
% of net sales 7.1 29.5 9.0
Financial income 62 1,641 -1,357 346
Financial expenses -321 -63 -1,579 -1,962
Share from profit/loss
of associated companies -103 103 0
Profit before tax 1,758 6,725 -5,922 2,560
% of net sales 5.9 38.5 5.5
Satama's share of the result of TH Oy (kEUR -103) comprises the following three
items: the 45% share of the profit of TH Oy for the last two months of 2007 was
kEUR 66, the 45% share of the depreciation of acquisition cost in TH Oy in the
same period was kEUR -229 and the resulting tax liability was kEUR +59. The
result of the associated company was poor during the last two months despite the
otherwise excellent year. Reasons behind the poor performance in the last two
months include the fact that all bonuses were paid in December, and the
transaction expenses related to the share purchase were mainly entered for the
last two months.
ACQUISITION OF TRAINERS' HOUSE OY
The new Trainers' House Plc (TH Group) was formed when Satama Interactive Plc
(Satama), a company listed on the Nordic Stock Exchange (OMX, Helsinki) under
the symbol SAI1V was merged with Trainers' House Oy (TH Oy). In connection with
the merger, the trade name of the combined company became Trainers' House Oyj,
in Swedish Trainers' House Abp and in English Trainers' House Plc. The stock
exchange symbol became TRH1V. The merger was carried out in two phases. In the
first phase, Satama purchased from the shareholders of TH Oy approximately 45%
of the shares in TH Oy at the price of EUR 33.1 million on 6 November 2007. The
share purchase was financed entirely with bank loans.
In the second phase, on 31 December 2007, TH Oy was merged into Satama through
an absorption merger and the current shareholders of TH Oy received 33,340,567
new Satama shares for consideration of the remaining 55% of the shares in TH Oy.
Satama's share capital was not increased in connection with the merger. The
increase in Satama's shareholders' equity was recorded in the distributable
non-restricted equity fund. The shares paid as merger consideration were
registered in the Trade Register on 31 December 2007 and immediately granted all
shareholder rights. At the time of the merger, these shares accounted for 44.7%
of the company's share capital and votes.
Based on the trading price of the merger date, the purchase price amounted to
EUR 74.7 million. On the IFRS balance sheet of 31 December 2007, the market
capitalization includes net cash, Satama shares and other liquid investments
amounting to EUR 16.4 million. The acquisition cost generated goodwill in the
amount of EUR 43.7 million. The allocated acquisition cost amounted to EUR 19.9
million, of which the useful life of customer relationships and lists is
estimated to be five years (EUR 5.8 million), non-competition and other
agreements three to five years (EUR 3.4 million) and the order book one year
(EUR 1.1 million) in accordance with the duration of projects. The useful life
of trademarks (EUR 9.6 million) is considered unlimited. Intangible assets with
unlimited useful life are not subject to depreciation but are tested annually
for impairment.
At the time the merger came into effect, the combined company's management was
changed as announced previously:
The Board of Directors appointed Jari Sarasvuo as the company's CEO effective 31
December 2007. At the same time, Sarasvuo resigned from the Board of Directors.
The previous CEO of Satama Interactive Plc, Jarmo Lönnfors, continues as the
Managing Director responsible for marketing and management systems. The previous
CEO of Trainers' House Oy, Vesa Honkanen, continues as the Managing Director
responsible for training. In accordance with the decision of the Extraordinary
General Meeting, Kai Seikku became a member of the company's Board of Directors
on 31 December 2007.
MARKET AND INDUSTRY REVIEW
The merged companies Trainers' House Oy (TH Oy) and Satama Interactive Plc
(Satama) have been strong operators in their respective fields in Finland.
Satama has also been one of the key companies in its field in Europe. The new
Trainers' House Plc (TH Group) combines the training expertise of the old TH Oy
with the marketing and online technologies development expertise of Satama into
a Growth System.
The company's product offering is unique in the markets, and there are no real
competitors offering a similar service concept. The company's potential
competitors include, for example, training companies and advertising agencies in
Finland and abroad.
Growth management systems play a key role in the future growth and success of TH
Group. Growth management systems are software products sold to customers as
continuous services. At the early stage, these continuous SaaS-services
(Software as a Service) have a minor role in the company's net sales. In
customer projects traditional project work is still the delivery model in use.
However, the share of continuous services is expected to increase rapidly in the
future.
The company's first continuous service, Growth System BLARP (Business Live
Action Role Play) has been well received in the markets. First five customer
contracts have been signed. In addition, there are over one hundred ongoing
BLARP sales cases in progress. The commercialization and the proof of the
concept is happening together with customers.
TH Group aims to ensure that its customers have a clear mission, strategy and
quantifiable marketing activities. Through training, the benefits of marketing
are transferred efficiently to the entire organization. Growth management
systems are used to manage and measure the achievement of targets. We believe
that the strong position of TH Group as a provider of training as well as
user-friendly and innovative systems services creates a solid foundation for the
company to become a powerful player also in the new market area of continuous
services.
The demand for the services of TH Group is affected by the general economic
climate as well as the need to strengthen the role of sales and marketing in
customer organizations. This development need does not depend much on economic
cycles. To succeed, companies must invest in sales and marketing in both good
and bad times.
Our key strengths include a strong cash flow, unique product offering, highly
skilled personnel, broad distribution of sales responsibilities across the
organization, systematic management of sales, and the ability to change the
internal and external operating environment of customer organizations through
our services.
TH Group is an established operator in Finland, but we aim to grow also
internationally through organic growth and acquisitions.
LONG-TERM TARGETS
The company's Board of Directors has set the following long-term financial
objectives for Trainers' House Plc:
The company will target 15% annual organic growth of net sales and 15% operating
profit, and will aim to pay 30-50% of its annual profit as a dividend.
We expect to meet these targets when our Growth System concepts are finalized
and internationalized.
SHORT-TERM BUSINESS RISKS AND FACTORS OF UNCERTAINTY
General market situation in the operating environment of the company is
uncertain, which may affect the buying decision of the customers and therefore,
to TH Group's financial position. Otherwise the company does not identify any
extraordinary risks in the near future, that could have an essential negative
impact to company's growth and profitability.
TH Group is an expert organization. Market and business risks are part of
regular business operations and therefore, the extent of risks caused by market
and business risks is difficult to define. Typical risks in this field are
associated with the economic instability and development, distribution of
clientele, technological selection, development of competitive situation and the
development of personnel expenses.
Risks are managed through efficient planning and regular controlling of sales
and personnel resources which enables quick adjustment to changes in operational
environment.
About risks
TH Group is an expert organization. Market and business risks are part of
regular business operations, and their extent is difficult to define. Typical
risks in this field are associated with, for example, general economic
development, distribution of the clientele, technology choices, and development
of the competitive situation and personnel expenses. Risks are managed through
the efficient planning and regular monitoring of sales, human resources and
business costs, enabling a quick response to changes in the operating
environment.
The success of TH Group as an expert organization also depends on its ability to
attract and retain skilled employees. Personnel risks are managed with
competitive salaries and incentive schemes as well as investments in employee
training, career opportunities, and general job satisfaction.
Risks are discussed in more detail on the company's website at
www.trainershouse.fi - Investors.
REPORTING PRINCIPLES
Accounting principles for media services
Satama's service offering includes media services related to, for example,
measurement and analytics, which are purchased from external service providers.
As the portion of these services in Satama's service offering has been
increasing, the company decided to change the accounting principles for media
services from gross to net basis as of 1 January 2007. Under these principles,
only the mark-up portion of media services is included in net sales. The
financial information for 2006 has been adjusted to comply with the new
accounting principles.
The sale of Dutch operations
The net profit of the company's Dutch operations from the beginning of 2007 to
the date of the divestment agreement and the related non-recurring capital gain
are presented as a single item on the line “Profit/loss from divested operations
in 2007”. The financial information for 2006 has been adjusted to comply with
the new accounting principles.
Trainers' House Oy in the financial statement
The financial result of TH Oy is included in the official figures for the last
two months for the 45% ownership share. The result is presented on the line
“Share from profit/loss of associated companies”.
NET SALES AND PROFIT DEVELOPMENT
During the period under review, Satama's net sales increased by 5.6%, amounting
to EUR 30.0 million (EUR 28.4 million). Operating profit (EBIT) was EUR 2.1
million (EUR 0.2 million). Net profit for the period under review was EUR 8.7
million (EUR 0.1 million).
The following table itemizes the Group's key figures (in thousands of Euros):
2007 2006
Net sales 29,989 28,395
Expenses
Personnel-related
expenses -18,663 -18,729
Other expenses -8,493 -8,836
EBITDA 2,833 830
Depreciation -713 -643
EBIT 2,119 187
% of net sales 7.1 0.7
Financial income and expenses -259 15
Share from profit/loss of
associated company -103 -4
Profit/loss before tax 1,758 198
Tax 3,082 -147
Net profit for 2007
Continuing operations 4,839 51
Discontinued operations 3,822 32
Net profit for 2007 8,661 83
% of net sales 28.9 0.3
*) The tax included in the income statement is deferred. Taxes have been entered
in the income statement for 2007 in such a way that the deferred tax assets from
the Finnish companies cover all confirmed losses from the previous years.
The following table itemizes the distribution of net sales for continuing
operations and shows the quarterly profits or losses from the beginning of 2006
(in thousands of Euros). In the table, net sales are adjusted to comply with
Satama's new accounting principles for media services, as adopted on 1 January
2007.
Q106 Q206 Q306 Q406 2006 Q107 Q207 Q307 Q407 2007
Net sales 6608 7603 5601 8583 28395 8070 7812 5945 8161 29989
Operating
profit -218 -527 305 628 187 403 705 287 724 2119
FINANCING, INVESTMENTS AND SOLVENCY
At the end of the year, the TH Group's liquid assets amounted to EUR 17.1
million (EUR 0.5 million). The equity ratio was 56.0% (71.9%) and net gearing
27.6 (-0.9%). The first phase in the acquisition of TH Oy was financed entirely
with bank loans. At the end of 2007, TH Group had interest-bearing liabilities
in the amount of EUR 34.3 million.
Cash flow / Satama
Cash flow from operating activities amounted to EUR 2.1 million (EUR -0.6
million). Cash flow from investments amounted to EUR -19.9 million (EUR -2.8
million) and cash flow from financing amounted to EUR 34.4 (EUR 0.7 million).
The investments mostly involved the acquisition of TH Oy. The acquisition cost
of TH Oy amounted to EUR 74.7 million, of which EUR 10.2 million was allocated
in intangible assets with a limited useful life and EUR 9.6 million was
allocated in trade name with indefinite useful life.
The acquisition generated goodwill in the amount of EUR 43.7 million. The cash
flow effect from the acquisition was EUR 26.9 million. The rest of the
investments mainly involved the replacement of IT hardware.
The divestment of Dutch operations had a positive impact in cash flow from
investments amounting to EUR 7.9 million.
The biggest item influencing the cash flow from financing was the EUR 34.0
million bank loan withdrawn for the acquisition of TH Oy.
Comments on TH Group's cash flow
The combined company's cash flow and ability to make profit will improve
significantly. The pro forma cash flow of the combined company was EUR 8.3
million in 2007.
Other risks
As TH Group operates primarily within the euro zone, there are no substantial
exchange rate fluctuation risks. A bad debt provision, which is booked on the
basis of ageing and case-specific risk analyses, covers risks to accounts
receivable.
AUTHORIZATIONS BY THE BOARD OF DIRECTORS
The Annual General Meeting authorized the Board of Directors to decide on a
share issue, which may be either liable to charge or free of charge, including
issuing of new shares and the transfer of own shares possibly in the company's
possession.
Under the authorization, the Board of Directors has a right to decide on an
issue of option rights and other special rights that entitle, against payment,
to receive new shares or shares possibly in the company's possession.
With these authorizations related to share issue and/or issue of special rights,
whether on one or on several occasions, a maximum of 8,000,000 new shares may be
issued and/or own shares possessed by the company may be transferred, which
corresponds to approximately 19.4% of the issued and outstanding shares of the
company before the merger.
The Board of Directors is otherwise authorized to decide on all terms regarding
the share issue and issue of special rights, including the right to also decide
on a directed share issue and a directed issue of special rights. Shareholders'
pre-emptive subscription rights can be deviated from, provided that there is
significant financial reason for the company to do so. The authorization is,
however, not to be used for incentive schemes for the personnel.
The authorizations shall remain in force until 30 June 2008. The authorizations
had not been exercised on 31 December 2007.
The Annual General Meeting also authorized the Board of Directors to decide on
the repurchase of the company's own shares. The shares could be acquired for the
value decided by the Board of Directors, which value is based on the fair value
at the time of the acquisition as determined in public trading. Own shares may
be acquired only with non-restricted equity.
Under the authorization, whether on one or on several occasions, a maximum of
4,000,000 own shares, which corresponds to approximately 9.7% of the issued and
outstanding shares of the company before the merger, may be acquired.
The Board of Directors is otherwise authorized to decide on all conditions
related to the acquisition of own shares, including the manner of acquisition of
shares. The authorization does not exclude the right of the Board of Directors
to decide on a directed acquisition of own shares as well, if there is
significant financial reason for the company to do so.
The authorization shall remain in force until 30 June 2008. The authorization
had not been exercised on 31 December 2007.
PERSONNEL
At the end of the year, the Group employed 400 people (Trainers' House 56
people, Satama 313 people and Ignis 31 people), of whom 391 were located in
Finland.
BOARD OF DIRECTORS
Appointed by the previous Annual General Meeting, Satama's Board of Directors
has included the following persons: Aarne Aktan (Chairman), Manne Airaksinen,
Timo Everi, Jari Sarasvuo, Petteri Terho and Matti Vikkula. In connection with
the merger, the members of Satama's Board of Directors continued on the Board of
Trainers' House Plc except for Jari Sarasvuo, who was appointed as the combined
company's CEO. In accordance with the decision of the Extraordinary General
Meeting, Kai Seikku became an independent member of the company's Board of
Directors on 31 December 2007. Mr. Seikku had previously acted as a member of
the Board of TH Oy.
ACTING MANAGEMENT
As of 31 December 2007, Jari Sarasvuo has acted as the CEO of Trainers' House
Plc. In 2007, Jarmo Lönnfors acted as the CEO of Satama and Vesa Honkanen as the
CEO of TH Oy. Both continue as the company's Managing Directors.
SHARES AND SHARE CAPITAL
At the end of 2007, Trainer's House Plc had issued 74,577,375 shares including
7,217,171 own shares acquired in the merger. The company's registered share
capital amounted to EUR 866,941.67. Satama's share capital increased by a total
of EUR 7,883.81 during the period under review, as a result of subscriptions
made on account of the 2003B warrants issued under the personnel's option
programme. The total number of new shares subscribed for was 375,000.
The company's shares have been listed on the Nordic Stock Exchange (OMX,
Helsinki) since 2000. Until 28 December 2007, the company's shares were listed
under the name Satama Interactive Plc (SAI1V) and as of 31 December 2007 under
the name Trainers' House Plc (TRH1V).
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 26 March 2003 decided to commence an employee
option programme involving 2,000,000 warrants. Due to the resulting
subscriptions, the company's share capital can rise by a maximum of EUR
42,046.98 and the number of shares by a maximum of 2,000,000. One million of the
warrants are titled 2003B and the other million 2003C. The subscription price
for shares converted under the 2003B warrant is EUR 0.36. The share subscription
period ended on 1 February 2007. The subscription price for shares converted
under the 2003C warrant is EUR 1.11. The share subscription period ended on 1
February 2008.
The Annual General Meeting held on 29 March 2006 decided to commence an employee
option programme involving 2,000,000 warrants. Due to the resulting
subscriptions, the share capital of Trainers' House Plc may increase by a
maximum of EUR 42,046.98 and the number of shares by a maximum of 2,000,000.
Half of the warrants are titled 2006A and the other half 2006B. The subscription
period for shares converted under the 2006A warrant is to begin on a date
determined by the Board of Directors after publication of the interim report for
the second quarter of 2008, but not later than on 1 September 2008, and to end
on 28 February 2009. The subscription period for the shares converted under the
2006B warrant is to begin on a date determined by the Board of Directors after
publication of the interim report for the second quarter of 2009, but not later
than on 1 September 2009, and end on 28 February 2010.
The subscription price for shares converted under the 2006A warrant is EUR 1.02,
and for shares converted under the 2006B warrant EUR 1.17.
CHANGES IN OWNERSHIP
In 2007, the company became aware of 15 notices of change in ownership exceeding
the disclosure threshold. The company's share capital changed considerably in
connection with the merger with Trainers' House and Satama on 31 December 2007.
Notices of change in ownership exceeding the disclosure threshold and an
up-to-date list of owners are available on the company's website at
www.trainershouse.fi.
Jari Sarasvuo and Isildur Oy, a company controlled by Mr. Sarasvuo own a total
of 32.3% of the outstanding shares and votes in the combined company. The
Finnish Financial Supervision Authority has granted an exemption to Jari
Sarasvuo and Isildur Oy regarding the obligation to present a mandatory
redemption offer concerning Satama. The terms and conditions of the exemption
require that the combined shareholding of Mr. Sarasvuo and Isildur Oy in Satama
will decline to 30% or under within one (1) year from the date that the new
shares have been registered.
BOARD'S PROPOSAL CONCERNING DISTRIBUTABLE ASSETS
At the end of 2007, the parent company's distributable assets amount to EUR 39.4
million. The Board of Directors proposes to the Annual General Meeting that a
dividend of EUR 0.04 per share be paid for 2007, total EUR 2.7 million with the
share capital of the time of the Annual General Meeting.
NOTES REGARDING THE FIGURES
The financial statements bulletin was compiled in accordance with the revenue
recognition and valuation principles of the International Financial Reporting
Standards. Financial information for 2006 has been adjusted to comply with the
new accounting principles applied to media services as explained above.
Trainers' House Group divested the Dutch operations during 2007. The figures for
2006 have been adjusted to correspond with the continuing and discontinued
operations. The financial statement bulletin does not include all the
requirements of IAS 34 due to the short table format.
Amendments to and interpretations of published standards, as well as the new
standards effective as of 1 January 2007 are presented in detail in the
Financial Statements for 2006. Adoption of the standards did not cause any such
impact on the accounting principles applied to the financial statements that
would have called for retroactive changes to previous years' figures.
In producing these Financial Statements, Trainers' House has applied the same
accounting principles for key figures as in its Financial Statements for 2006.
The calculation of key figures is described on page 76 of the Annual Report
2006.
The figures given in the financial statements bulletin are unaudited.
INCOME STATEMENT, IFRS (kEUR)
Group Group Group Group
01.10.- 01.10.- 01.01.- 01.01.-
31.12.07 31.12.06 31.12.07 31.12.06
CONTINUING OPERATIONS
Net sales 8,161 8,583 29,989 28,395
Other income from operations 50 11 61 175
Costs:
Materials and services 957 1,202 3,437 3,582
Personnel-related
expenses 4,814 5,353 18,663 18,729
Depreciation 186 154 713 643
Other operating expenses 1,530 1,258 5,116 5,429
Operating profit/loss 724 628 2,119 187
Financial income and expenses -268 8 -259 15
Share from profit/loss of
associated companies -103 -6 -103 -4
Profit/loss before tax 353 630 1,758 198
Tax 3,593*) -237*) 3,082*) -147*)
Profit/loss for the period
Continuing operations 3,947 392 4,839 51
Discontinued operations 3,352 153 3,822 32
Profit/loss for the period 7,299 546 8,661 83
Attributable to equity holders
of the parent company 7,299 546 8,661 83
Earnings per share as calculated from the profit
attributable to shareholders of the parent company:
Undiluted earnings/share (EUR),
Continuing operations 0.10 0.01 0.12 0.00
Diluted earnings/share (EUR),
Continuing operations 0.09 0.01 0.12 0.00
*) The tax included in the income statement is deferred.
BALANCE SHEET, IFRS (kEUR)
Group Group
31.12.07 31.12.06
ASSETS
Non-current assets
Tangible assets 1,706 1,591
Goodwill 52,467 9,953
Other intangible assets 20,162 148
Other financial assets 230 43
Other receivables 24 160
Deferred tax receivables 9,149 5,689
Total non-current assets 83,738 17,583
Current assets
Inventories 15
Accounts receivable and other receivables 11,690 12,150
Cash and cash equivalents 17,120 547
Total current assets 28,824 12,697
Total assets 112,562 30,280
SHAREHOLDERS' EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent company
Share capital 867 859
Share issue 256
Premium fund 13,228 13,101
Translation differences -2 -1
Distributable non-restricted equity fund 31,348
Retained earnings 16,551 7,704
Total shareholders' equity 62,247 21,663
Long-term liabilities
Deferred tax liabilities 5,739
Other long-term liabilities 34,012 373
Accounts payable and other liabilities 10,563 8,245
Total liabilities 50,314 8,618
Total shareholders' equity and liabilities 112,562 30,280
Group Group
01.01.- 01.01.-
31.12.07 31.12.06
Profit/loss for the period 8,661 83
Adjustments to profit/loss for the period -5,854 1,151
Change in working capital -366 -1,918
Financial items -315 43
Cash flow from operations 2,127 -640
Investments in subsidiaries -26,858
Divestment of subsidiaries 7,857
Investments in tangible and
intangible assets -751 -2,368
Capital gains on other investments -187
Change in the additional trade price -424
Cash flow from investments -19,939 -2,792
Share issue subject to charges 391 345
Repurchase of own shares -103
Own shares used in purchase of shares 103
Increase/decrease in long-term loans 33,639 298
Increase/decreas in short-term loans 219 62
Increase/decrease in long-term receivables 136 -3
Cash flow from financing 34,385 703
Change in cash and cash equivalents 16,573 -2,729
Opening balance of cash and cash equivalents 547 3,276
Closing balance of cash and cash equivalents 17,120 547
CHANGE IN SHAREHOLDERS' EQUITY (kEUR)
Equity attributable to equity holders of the parent company
Distribu-
Trans- table
lation non-re-
Share Share Premium diffe- stricted Retained
capital issue fund rence equity earnings Total
Equity 01/01/2006 843 14 12,792 -1 7,545 21,193
Stock options used 16 -14 308 310
Share-based
Payments 40 40
Repurchase of own shares -67 -67
Use of own shares 103 103
Profit/loss for the period 83 83
Equity 31/12/2006 859 13,101 -1 7,704 21,663
Equity 01/01/2007 859 13,101 -1 7,704 21,663
Translation differences -1 -1
Stock options used 8 256 127 391
Share-based
Payments 185 185
Acquisition/merger
of Trainers' House 31,348 31,348
Profit/loss for the period 8,661 8,661
Equity 31/12/2007 867 256 13,228 -2 31,348 16,551 62,247
PERSONNEL Group Group
01.01- 01.01-
31.12.07 31.12.06
Average number of personnel 369 370
Personnel at the end of the period 400 366
COMMITMENTS AND CONTINGENT LIABILITIES (kEUR) Group Group
31.12.07 31.12.06
Collaterals and contingent liabilities
given for own commitments 4,144 5,752
OTHER KEY FIGURES Group Group
31.12.07 31.12.06
Equity-to-assets ratio (%) 56.0 71.9
Shareholders' equity/share (EUR) 0.92 0.53
Helsinki, 26 February 2008
TRAINERS' HOUSE PLC
BOARD OF DIRECTORS
For more information, please contact:
Jari Sarasvuo, CEO, tel. +358 (0)500 665 666
Mirkka Vikström, CFO, tel. +358 (0)050 376 1115
DISTRIBUTION:
OMX Nordic Exchange Helsinki
Prominent media sources
www.trainershouse.fi - Investors
TRAINERS' HOUSE'S FINANCIAL STATEMENTS BULLETIN FOR 1 JANUARY - 31 DECEMBER 2007
| Source: Trainers' House Oyj