TRAINERS’ HOUSE GROUP’S INTERIM REPORT FOR 1 JANUARY – 30 SEPTEMBER 2012

Espoo, 2012-10-25 07:30 CEST (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, INTERIM REPORT 25 OCTOBER 2012 AT 8:30

Net sales fell in the third quarter, operative profit increased slightly.

January–September 2012 in brief (the figures are figures for the company’s continuing operations)

• net sales amounted to EUR 9.9 million (EUR 11.9 million)
• operating profit (EBIT) before non-recurring items and depreciation resulting from the allocation of acquisition cost was EUR 0.7 million (EUR 1.4 million), or 7.3% of net sales (11.9%)
• operating result was EUR -0.4 million (EUR 0.2 million), or -4.1% of net sales (1.6%)
• cash flow from operating activities was EUR 0.3 million (EUR 0.6 million)
• earnings per share were EUR -0.01 (EUR -0.00)
   

July–September 2012 in brief (the figures are figures for the company’s continuing operations)

• net sales amounted to EUR 2.5 million (EUR 2.8 million)
• operating profit (EBIT) before non-recurring items and depreciation resulting from the allocation of acquisition cost was EUR -0.0 million (EUR -0.1 million), or -0.8% of net sales (-4.4%)
• operating result was EUR -0.3 million (EUR -0.5 million), or -13.6% of net sales (-19.0%)
• cash flow from operating activities was EUR -0.4 million (EUR 0.0 million)
• earnings per share were EUR -0.00 (EUR -0.01)
   

Key figures at the end of the third quarter of 2012

• liquid assets totalled EUR 2.3 million (EUR 4.0 million)
• interest-bearing liabilities amounted to EUR 6.3 million (EUR 9.7 million), and interest-bearing net debt totalled EUR 4.0 million (EUR 5.7 million)
• gearing was 24.3% (16.1%)
• the equity ratio was 59.4% (69.5%)

OUTLOOK FOR 2012

According to the revised outlook published on 20 June 2012, the company anticipates net sales for 2012 to remain lower than in 2011, and operating profit before depreciation resulting from the allocation of acquisition cost to be positive, yet lower than in 2011.


REPORT OF VESA HONKANEN, CEO

Due to seasonal reasons, the third quarter is typically the company’s weakest. In practice, the revenue for the third quarter is generated over two months, because most projects are paused in July and resume again in August-September.

The net sales for the third quarter were lower year-on-year, but due to the reduction of expenses, the operating result remained at a similar level.

Order intake developed positively in the third quarter of 2012.

The company transferred its SaaS solution business for CRM and web-based collaboration to Cloudriven in September 2012. After the business transaction, Trainers’ House owns 19.9% of Cloudriven Oy, while the rest is owned by employees of the company.

Trainers’ House considers systems that support our customers’ change projects important to ensure best results. To this end, the company continues to develop and deliver its Pulssi (Pulse) monitoring system and Lähde (Source) prospecting and contacting system.

The market is expected to remain challenging. However, the increase in the order intake shows that a demand exists for Trainers’ House's services also in the current market situation.


For more information, please contact:
Vesa Honkanen, CEO, tel. +358 500 432 993
Mirkka Vikström, CFO, tel. +358 50 376 1115



REVIEW OF OPERATIONS

Despite the challenging market conditions, Trainers’ House maintained its position as the largest training company in Finland.

Trainer’s House helps its customers grow by supporting their everyday leadership.

At the core of the company’s operations are training and consultancy operations, which focus on successful execution of various change projects in customer organisations.

The starting point for each change project is a situation prevailing in the customer organisation, which is used as a basis for setting realistic targets for the desired results and the changes in activities required by these. To support the change, an internal coach network is set up to continue to anchor the change in the organisation.

The change projects executed by Trainers’ House are usually connected with clarifying our customers’ business strategies; marketing the strategies; and implementing them by spurring sales, by enhancing customer service (for example, through service design), and by developing the work of leaders and supervisors along with the skills of their subordinates. Managing work capacity through physical and mental coaching holds an important role in an increasing number of customer projects.

The results of customer projects are verified by auditing customers’ everyday work and by bringing in management systems to help monitor the activities and results.

In the third quarter, Trainers’ House Growth System Corporation, a subsidiary of Trainers’ House Plc, signed an agreement concerning a transaction in which Trainers’ House transferred its SaaS solution business for CRM and web-based collaboration to a new company. Trainers’ House owns 19.9% of the new company, while the rest is owned by key personnel of the company.

The new company will operate under the name Cloudriven. As part of the transaction, five employees of Trainers’ House Growth System Corporation transferred to Cloudriven as existing employees. SaaS products related to training services will remain with Trainers’ House and will be developed in co-operation with Cloudriven and other companies.

Trainers’ House and Cloudriven have also entered into a partnership agreement concerning the implementation services and sales co-operation of the transferred products and will co-operate to ensure that the service levels of the current and new customers will be further enhanced as both companies focus on their core competencies.

Trainers’ House estimates that the transaction will not have an effect on the company’s profitability. Trainers’ House will not receive or pay cash consideration in connection with the completion of the transaction. As a result of the transaction, the company’s net sales for the fourth quarter will decrease by approximately EUR 0.4 to 0.5 million. The transferred business operations have been slightly loss-making.


FINANCIAL PERFORMANCE

Due to seasonal reasons, the third quarter of the year is typically the company’s weakest. In practice, the revenue for the third quarter is generated over two months, because most projects are paused in July and resume again in August-September.

Operating profit in the third quarter before non-recurring items and depreciation resulting from the allocation of acquisition cost remained at the same level year-on-year.

Net sales from continuing operations in the period under review came to EUR 9.9 million (EUR 11.9 million). Operating profit from continuing operations (operating profit before depreciation resulting from the allocation of the acquisition cost of Trainers’ House Oy) was EUR 0.7 million, or 7.3% of net sales (EUR 1.4 million, or 11.9% of net sales). Profit for the period was EUR -0.3 million, or -3.5% of net sales (EUR -0.2 million, or -1.4%).

Result

The comparative figures used for reporting on operating profit include the operating profit reported as well as operating profit before depreciation of allocated acquisition costs related to the acquisition of Trainers’ House Oy and non-recurring items (i.e., operating profit, EBIT). According to the company’s management, these figures provide a more accurate view of the company’s productivity.

The following table itemises the Group’s key figures (in thousands of euros unless otherwise noted):

*) Of the purchase price for Trainers’ House Oy in 2007, EUR 10.2 million has been allocated to intangible assets with a limited useful life. This item is depreciated over five years. The total remaining portion of this item to be depreciated in 2012 is EUR 1.4 million.

**) The tax included in the income statement is deferred. Taxes recognised in the income statement have no effect on cash flow. On 30 September 2012, the company’s balance sheet included deferred tax assets from losses carried forward in the amount of EUR 0.5 million. Of the deferred tax assets, EUR 0.1 million will expire in 2012 and the remaining EUR 0.4 million in 2019.


The following table itemises distribution of net sales from continuing operations and shows the quarterly profit/loss from the start of 2011, in thousands of euros.
 

*) excluding non-recurring items


LONG-TERM OBJECTIVES

The company’s long-term objective is profitable growth.


FINANCING, INVESTMENTS AND SOLVENCY

In connection with the merger of Trainers’ House Oy and Satama Interactive Plc, the company concluded a loan agreement in the amount of EUR 40 million. At the end of the reporting period, the company had loans related to this new loan agreement negotiated in late 2011 in the amount of EUR 5.9 million.

In May 2012, AtBusiness Oy paid off the EUR 1.2 million loan invested by Trainers’ House Growth System Corporation into the new company that was established in 2010 in connection with the sales of Trainers' House’s IT project business.

Hybrid bond

On 15 January 2010, Trainers' House Plc issued a EUR 5.0 million domestic hybrid bond. Interest of EUR 1.0 million related to the hybrid bond was recognised in shareholders' equity. Interest in the amount of EUR 0.5 million has been paid to the subscribers on 21 January 2011 and EUR 0.5 million on 20 January 2012. The interest paid reduces the non-restricted equity and is not recognised as income.

Cash flow and financing

Cash flow from operating activities before financial items totalled EUR 1.0 million (EUR 1.4 million), and after financial items EUR 0.3 million (EUR 0.6 million).

Cash flow from investments totalled EUR 1.2 million (no investments in 2011). Cash flow from financing came to EUR -2.5 million (EUR -0.2 million).

Total cash flow amounted to EUR -1.0 million (EUR 0.4 million).

On 30 September 2012, the Group’s liquid assets totalled EUR 2.3 million (EUR 4.0 million). The equity ratio was 59.4% (69.5%). Gearing was 24.3% (16.1%). At the end of the reporting period, the company had interest-bearing liabilities in the amount of EUR 6.3 million (EUR 9.7 million).

Financial risks

Interest rate risk is managed by covering some of the risk with hedging agreements. A bad-debt provision, which is booked on the basis of ageing and case-specific risk analyses, covers risks to accounts receivable.


SHORT-TERM BUSINESS RISKS AND FACTORS OF UNCERTAINTY

Risks in the company’s operating environment have remained unchanged. On account of the project-based nature of the company’s operations, the order life cycle is short, which makes it more difficult to estimate future developments. Long-term visibility remains limited due to the general economic situation.

Short-term risks

The Group’s goodwill and deferred tax assets recognised in the balance sheet were re-tested for impairment at the end of the quarter. No goodwill write-downs were judged necessary from the results of this impairment testing.

If the company’s profitability should fail to develop as predicted, or if external factors beyond the company’s control, such as interest rates, should change significantly, there is a risk that some of the Group’s goodwill may have to be written down. Such a write-down would not affect the company’s cash flow.

At the end of the period under review, Trainers’ House Plc’s balance sheet included deferred tax assets form losses carried forward in the amount of EUR 0.5 million. Of the deferred tax assets, EUR 0.1 million will expire in 2012 and the remaining EUR 0.4 million in 2019.

If the Group’s taxable income does not reach approximately EUR 0.4 million for 2012, there is a risk that some of the deferred tax assets recognised in the consolidated balance sheet cannot be utilised and therefore will have to be written down.

The company’s new loan agreement, under which there were loans in the amount of EUR 5.9 million at the end of the reporting period, includes standard covenants, including one concerning the ratio of net debt to EBITDA.

If the company’s profitability should fail to develop as expected, there would be a risk of the company being unable to fulfil the covenants, which would increase financial expenses.

Risks are discussed in more detail in the annual report and on the company’s website, at www.trainershouse.fi > Investors.


PERSONNEL

At the end of September 2012, the Group employed 112 (130) people.


DECISIONS REACHED AT THE ANNUAL GENERAL MEETING

The Annual General Meeting of Trainers’ House Plc was held in Espoo on 21 March 2012.

The Annual General Meeting adopted the company’s Financial Statements and discharged the CEO and the members of the Board of Directors from liability for the period 1 January to 31 December 2011.

In accordance with the proposal of the Board of Directors, the Annual General Meeting decided that no dividend be paid and that the company’s premium fund be decreased by EUR 8,865,877.29 to cover the parent company’s losses.

It was confirmed that the Board of Directors shall consist of five (5) members. Aarne Aktan, Jarmo Hyökyvaara, Tarja Jussila, Jari Sarasvuo and Kai Seikku were re-elected as members of the Board of Directors. The Annual General Meeting decided on a monthly emolument for a Board member of EUR 1,500 and of EUR 3,500 for the Chairman of the Board.

Authorised Public Accountants Ernst & Young Oy were elected as the company’s auditors.

In accordance with the proposal of the Board of Directors, the Annual General Meeting decided on the granting of option rights to the key employees of the company and its subsidiaries. The number of option rights granted shall not exceed 5,000,000, and the option rights shall entitle their holders to subscribe no more than 5,000,000 new shares or treasury shares in total.

In accordance with the proposal of the Board of Directors, the Annual General Meeting decided to authorise the Board of Directors to decide on a share issue, on transfer of own shares and on the granting of special rights entitling to shares, on one or several occasions. The number of shares to be granted or transferred on the basis of the authorisation may not exceed 13,000,000 shares. A share issue, transfer of own shares and the granting of other special rights entitling to shares may take place in deviation of the shareholders' pre-emptive subscription rights (a private placement). The authorisation is valid until 30 June 2015.

In its assembly meeting held after the AGM, the Board of Directors elected Aarne Aktan as the Chairman of the Board.


SHARES AND SHARE CAPITAL

The shares of Trainers’ House Plc are listed on NASDAQ OMX Helsinki Ltd under the symbol TRH1V.

At the end of the period under review, Trainers’ House Plc had issued 68,016,704 shares and the company’s registered share capital amounted to EUR 880,743.59. No changes took place in the number of shares or share capital during the period under review.

Share performance and trading

In the period under review, 4.9 million shares in total, or 7.2% of the average number of all company shares (8.1 million shares, or 12.0%), were traded on the Helsinki stock exchange, for a value of EUR 0.7 million (EUR 2.3 million). The period’s highest share quotation was EUR 0.22 (EUR 0.36), the lowest EUR 0.09 (EUR 0.19) and the closing price EUR 0.12 (EUR 0.22). The weighted average price was EUR 0.14 (EUR 0.29). At the closing price on 30 September 2012, the company’s market capitalisation was EUR 8.2 million (EUR 15.0 million).


PERSONNEL OPTION PROGRAMMES

Trainers’ House Plc has two option programmes for its personnel, included in the personnel’s commitment and incentive scheme.

The Annual General Meeting held on 25 March 2010 decided to initiate an employee option programme for key employees at Trainers’ House and its subsidiaries.

The number of option rights granted shall not exceed 5,000,000, and the option rights shall entitle their holders to subscribe no more than 5,000,000 new shares or treasury shares in total. The subscription price for the 2010A warrant is EUR 0.46 and for the 2010B warrant EUR 0.29. The subscription period for shares converted under the warrant 2010A is from 1 September 2011 to 31 December 2012, and for shares converted under the warrant 2010B from 1 September 2012 to 31 December 2013. No shares have been subscribed under the warrants. The total number of warrants granted to the personnel is 1.8 million. A total cost of EUR 0.03 million has been expensed for the 2012 financial year.

The Annual General Meeting held on 21 March 2012 decided to commence an employee option programme for key employees in Trainers’ House and its subsidiaries.

The number of option rights granted shall not exceed 5,000,000, and the option rights shall entitle their holders to subscribe no more than 5,000,000 new shares or treasury shares in total. Of the warrants, 3,000,000 will be titled 2012A and 2,000,0000 will be titled 2012B. The subscription price for the warrants is EUR 0.16. The subscription period for shares converted under the warrant 2012A is from 1 September 2013 to 31 December 2014, and for shares converted under the warrant 2012B from 1 September 2014 to 31 December 2015. The options have not yet been offered.


CONDENSED FINANCIAL STATEMENTS AND NOTES

This report was compiled in accordance with the IAS 34 standard. This interim report has been prepared in accordance with the IFRS standards and interpretations adopted in the EU, valid on 31 December 2011.

In producing this interim report, Trainers’ House has applied the same accounting principles for key figures as in its 2011 financial statements. The calculation of key figures is described on page 94 of the financial statements included in the Annual Report 2011.

The figures given in the interim report are unaudited.


INCOME STATEMENT, IFRS (kEUR)

Diluted earnings per share are the same as undiluted earning per share.

*) The tax included in the income statement is deferred.


BALANCE SHEET IFRS (kEUR)

CASH FLOW STATEMENT, IFRS (kEUR)

CHANGE IN SHAREHOLDERS’ EQUITY (kEUR)
Equity attributable to equity holders of the parent company

A. Share capital
B. Premium fund
C. Hedging reserve
D. Distributable non-restricted equity
E. Other equity fund
F. Retained earnings
G. Total

 

Return on equity and return on investment have been calculated for the previous 12 months.


Helsinki 25 October 2012

TRAINERS’ HOUSE PLC

BOARD OF DIRECTORS


For more information, please contact:
Vesa Honkanen, CEO, tel. +358 500 432 993
Mirkka Vikström, CFO, tel. +358 50 376 1115


DISTRIBUTION
OMX Nordic Exchange, Helsinki
Main mediawww.trainershouse.fi > Investors