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Trainers´ House Oyj

Quarterly Report Apr 18, 2013

3346_10-q_2013-04-18_eb223ca0-859f-4790-bddb-23380f03e851.pdf

Quarterly Report

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TRAINERS' HOUSE GROUP'S INTERIM REPORT FOR 1 JANUARY – 31 MARCH 2013

Trainers' House posted a positive result for the first quarter of 2013

January – March 2013 in brief (the figures are figures for the company's continuing operations)

  • net sales amounted to EUR 2.9 million (EUR 3.9 million)
  • operating profit (EBIT) before non-recurring items and depreciation resulting from the allocation of acquisition cost was EUR 0.2 million (EUR 0.5 million), or 5.7% of net sales (14.1%)
  • operating result was EUR 0.04 million (EUR 0.1 million), or 1.4% of net sales (3.6%)
  • cash flow from operating activities was EUR 1.1 million (EUR 0.3 million)
  • earnings per share were EUR 0.00 (EUR 0.00)

Key figures at the end of the first quarter of 2013

  • liquid assets totalled EUR 2.6 million (EUR 3.5 million)
  • interest-bearing liabilities amounted to EUR 5.2 million (EUR 8.6 million), and interest-bearing net debt totalled EUR 2.6 million (EUR 5.1 million)
  • gearing was 15.6% (30.5%)
  • the equity ratio was 62.1% (54.4%)

OUTLOOK FOR 2013

Trainers' House estimates net sales for 2013 to remain lower than in 2012, and operating profit before non-recurring items and depreciation resulting from the allocation of acquisition cost to be at approximately the same level as in 2012.

REPORT OF ARTO HEIMONEN, CEO

As expected, the first quarter of 2013 was challenging as regards the operating result but the company posted a positive result. The company is increasing its focus on services related to customers' change projects and quantifiable results.

At the same time, the company reorganised and increased the efficiency of its operations after the codetermination negotiations that were concluded in early 2013. The result for the first quarter is burdened by a non-recurring cost of EUR 0.1 million related to the codetermination negotiations. The personnel reductions and other streamlining measures are expected to create annual savings totalling EUR 0.9 million. These cost-saving measures have been successfully launched. The savings will be realised in full during the third quarter.

For more information, please contact: Arto Heimonen, CEO, tel. +358 40 412 3456 Mirkka Vikström, CFO, tel. +358 50 376 1115

REVIEW OF OPERATIONS

Codetermination negotiations concerning the entire Trainers' House Group were initiated in January and concluded in February. As a result of the negotiations, a total of 9 employment contracts in the Group were terminated. The personnel reductions costs and estimated other non-recurring costs of the restructuring are EUR 0.1 million.

During the period, the company has focused on a change in its operating model, as well as the development of a product and service model that provides quantifiable results to customers.

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 starting point for each change projects 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 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 January, the company launched a new version of its Pulssi (Pulse) monitoring system. The service has been well received by the customers.

FINANCIAL PERFORMANCE

Net sales development in the first quarter was weaker than in 2012. Operating profit in the first quarter before non-recurring items and depreciation resulting from the allocation of acquisition cost was also lower year-on-year. As the depreciation resulting from the allocation of acquisition cost was completed during the last quarter of 2012, operating result before non-recurring items improved year-on-year. The result for the first quarter is burdened by the personnel reductions costs and other non-recurring costs related to the codetermination negotiations in January and February that amounted to EUR 0.1 million.

Net sales from continuing operations in the quarter came to EUR 2.9 million (EUR 3.9 million). Operating profit from continuing operations (operating profit before depreciation resulting from the allocation of the acquisition cost of Trainers' House Oy and non-recurring items) was EUR 0.2 million, or 5.7% of net sales (EUR 0.5 million, or 14.1%). Profit for the period was EUR 0.03 million, or 1.1% of net sales (EUR 0.1 million, or 2.6%).

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 cost related to the acquisition of Trainers' House Oy and non-recurring items (i.e., operating profit, EBIT). According to the company's

management, these figures provide a more accurate view of the company's productivity.

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

1-3/2013 1-3/2012
Net sales 2,945 3,901
Expenses:
Personnel-related expenses -1,576 -1,803
Other expenses -1,132 -1,458
EBITDA 237 640
Depreciation of non-current assets -70 -91
Operating profit before depreciation
of acquisition cost 167 549
% of net sales 5.7 14.1
Depreciation of allocation of
acquisition cost *)
Operating profit before non-recurring
-410
items 167 140
Non-recurring items **) -125
EBIT 42 140
% of net sales 1.4 3.6
Financial income and expenses 1 -21
Profit/loss before tax 43 119
Tax ***) -11 -18
Profit/loss for the period 32 101
% of net sales 1.1 2.6

*) Of the purchase price of Trainers' House Oy in 2007, EUR 10.2 million has been allocated to intangible assets with a limited useful life. This item was depreciated in full during the period 2007-2012.

**) Non-recurring items in 2013 include a restructuring provision in the amount of EUR 0.1 million.

**) The tax included in the income statement is deferred. Taxes recognised in the income statement have no effect on cash flow. On 31 March 2013, the company's balance sheet included deferred tax assets from losses carried forward in the amount of EUR 0.4 million. Of the deferred tax assets, EUR 0.3 million will expire in 2019 and EUR 0.1 million in 2021.

The following table itemises the distribution of net sales from continuing operations and shows the quarterly profit/loss from the start of 2012, in thousands of euros.

Q112 Q212 Q312 Q412 2012 Q113
Net sales 3901 3536 2485 3381 13302 2945
Operating
profit
before
depreciation
of
acquisition
cost *) 549 200 -20 453 1182 167
Operating
profit 140 -210 -338 317 -91 42

*) 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 loan agreement negotiated in late 2011 in the amount of EUR 4.9 million.

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.

According to the terms of the hybrid bond, the company has the right to decide, subject to certain limitations specified in the terms, either to pay the interest on the hybrid bond annually or to postpone these payments. 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 nonrestricted equity and is not recognised as income.

In accordance with its stock exchange release dated 17 December 2012, Trainers' House has decided to defer interest payments on the hybrid loan for the time being. The purpose of the deferment of interest payments is to strengthen the company's financial position and to ensure that the company fulfils the terms of its loan agreement. According to the terms of the hybrid bond, the company must pay the deferred interest and any interest accrued on it by the latest if, for example, the company pays dividends in excess of the minimum dividend stipulated in the Companies Act, or otherwise distributes equity to its shareholders. The company aims to refinance the hybrid bond in its entirety in the medium term.

Cash flow and financing

Cash flow from operating activities before financial items totalled EUR 1.1 million (EUR 0.8 million), and after financial items EUR 1.1 million (EUR 0.3 million).

Cash flow from investments totalled EUR 0.02 million (no investments in 2012). Cash flow from financing came to EUR -0.1 million (EUR -0.1 million).

Total cash flow amounted to EUR 1.1 million (EUR 0.3 million).

On 31 March 2013, the Group's liquid assets totalled EUR 2.6 million (EUR 3.5 million). The equity ratio was 62.1% (54.4%). Gearing was 15.6% (30.5%). At the end of the reporting period, the company had interest-bearing liabilities in the amount of EUR 5.2 million (EUR 8.6 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 0.4 million. Of the deferred tax assets, EUR 0.3 million will expire in 2019 and EUR 0.1 million in 2021.

The company's new loan agreement, under which there were loans in the amount of EUR 4.9 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 March 2013, the Group employed 94 (119) people.

DECISIONS REACHED AT THE ANNUAL GENERAL MEETING

The Annual General Meeting of Trainers' House Plc was held in Espoo on 19 March 2013.

In accordance with the proposal of the Board of Directors, the Annual General Meeting decided that no dividend be paid.

In accordance with the proposal of the Board of Directors, the Annual General Meeting decided that the company's premium fund be decreased by EUR 823,478.02 to cover the parent company's losses. On 31 December 2012, before the offsetting of losses, the parent company's premium fund amounted to EUR 5,355,637.99. After the decrease, the premium fund amounts to EUR 4,532,159.97.

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 2012.

It was confirmed that the Board of Directors shall consist of five (5) members. Aarne Aktan, Jarmo Hyökyvaara, Tarja Jussila and Jari Sarasvuo were re-elected as members of the Board of Directors. Vesa Honkanen was elected a new member of the Board. In its assembly meeting held after the AGM, the Board of Directors elected Aarne Aktan as the Chairman of the Board.

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 held on 21 March 2012 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.

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, 2.6 million shares in total, or 3.9% of the average number of all company shares (1.6 million shares, or 2.4%), were traded on the Helsinki stock exchange, for a value of EUR 0.3 million (EUR 0.3 million). The period's highest share quotation was EUR 0.11 (EUR 0.22), the lowest EUR 0.09

(EUR 0.15) and the closing price EUR 0.09 (EUR 0.15). The weighted average price was EUR 0.10 (EUR 0.18). At the closing price on 31 March 2013, the company's market capitalisation was EUR 6.1 million (EUR 10.2 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 2,000,000, and the option rights shall entitle their holders to subscribe for no more than 2,000,000 new shares or treasury shares in total. The subscription price for the 2010B warrant is EUR 0.29. The subscription period for shares converted under the warrant 2010B is from 1 September 2012 to 31 December 2013. The total number of warrants granted to the personnel is 0.9 million. No shares have been subscribed under the warrants.

The Annual General Meeting held on 21 March 2012 decided to initiate 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 for no more than 5,000,000 new shares or treasury shares in total. Of the warrants, 3,000,000 will be titled 2012A and 2,000,000 will be titled 2012B. The subscription price for the warrants is EUR 0.16. The subscription period for shares converted under the 2012A warrant is from 1 September 2013 to 31 December 2014, and for shares converted under the 2012B warrant from 1 September 2014 to 31 December 2015. The options have not yet been offered.

CONDENSED FINANCIAL STATEMENTS AND NOTES

This report was compiled in accordance with the IAS 34 standard. This interim report has been prepared in accordance with the IFRS standards and interpretations adopted in the EU, valid on 31 December 2012.

In producing this interim report, Trainers' House has applied the same accounting principles for key figures as in its 2012 financial statements. The calculation of key figures is described on page 92 of the financial statements included in the Annual Report 2012.

The figures given in the interim report are unaudited.

INCOME STATEMENT, IFRS (kEUR)

Group Group Group
01/01- 01/01- 01/01-
31/03/13 31/03/12 31/12/12
CONTINUING OPERATIONS
NET SALES 2,945 3,901 13,302
Other income from operations 177 164 797
Costs:
Materials and services -323 -538 -1,562
Personnel-related expenses -1,691 -1,803 -6,696
Depreciation -70 -500 -1,689
Other operating expenses -996 -1,083 -4,244
Operating profit/loss 42 140 -91
Financial income and expenses 1 -21 -303
Profit/loss before tax 43 119 -394
Tax *) -11 -18 151
PROFIT/LOSS FOR THE PERIOD 32 101 -243
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR
32 101 -243
Profit/loss attributable to:
Owners of the parent company 32 101 -243
Total comprehensive income
attributable to:
Owners of the parent company 32 101 -243
Earnings per share, undiluted:
EPS result for the period from
continuing operations
0.00 0.00 -0.00
EPS attributable to hybrid
bond investors -0.00 -0.00
EPS continuing operations 0.00 0.00 -0.00
EPS attributable to equity
holders of the parent company 0.00 0.00 -0.00
EPS result for the period 0.00 0.00 -0.00

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

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

BALANCE SHEET IFRS (kEUR)

Group Group Group
31/03/13 31/03/12 31/12/12
ASSETS
Non-current assets
Property, plant and equipment 321 551 380
Goodwill 9,135 9,135 9,135
Other intangible assets 9,698 10,668 9,710
Other financial assets 202 202 202
Other receivables 1,475 1,607 1,490
Deferred tax receivables 371 484 382
Total non-current assets 21,202 22,646 21,299
Current assets
Inventories 10 11 10
Accounts receivables and
other receivables 2,760 4,540 3,776
Cash and cash equivalents 2,595 3,534 1,520
Total current assets 5,366 8,085 5,306
TOTAL ASSETS 26,568 30,731 26,605
SHAREHOLDERS' EQUITY AND
LIABILITIES
Equity attributable to equity
holders of the parent company
Share capital 881 881 881
Premium fund 4,253 5,077 5,077
Distributable non-restricted
equity fund 31,872 31,872 31,872
Other equity fund 4,962 4,962 4,962
Retained earnings -25,542 -26,074 -26,397
Total shareholders' equity 16,426 16,718 16,394
Long-term liabilities
Deferred tax liabilities 2,507 2,756 2,507
Other long-term liabilities 3,052 6,433 3,074
Accounts payable and other
liabilities 4,582 4,825 4,629
Total liabilities 10,142 14,013 10,211
TOTAL SHAREHOLDERS' EQUITY AND
LIABILITIES 26,568 30,731 26,605
CASH FLOW STATEMENT, IFRS (kEUR)
Group Group Group
01/01- 01/01- 01/01-
31/03/13 31/03/12 31/12/12
Profit/loss for the period 32 101 -243
Adjustments to profit/loss
for the period
150 559 1,726
Change in working capital 934 169 -100
Financial items -1 -519 -774
Cash flow from operations 1,114 309 608
Investments in tangible and
intangible assets
-49
Repayment of loan receivables 15 1,200
Cash flow from investments 15 1,152
Repayment of long-term loans -3,297
Repayment of finance lease
liabilities -55 -55 -223
Cash flow from financing -55 -55 -3,520
Change in cash and cash
equivalents 1,075 254 -1,760
Opening balance of cash and
cash equivalents 1,520 3,280 3,280
Closing balance of cash and
cash equivalents 2,595 3,534 1,520

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

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

A. B. C. D. E. F.
Equity
01/01/2012
881 13,943 31,872 4,962 -35,031 16,627
Other
comprehensive
income
101 101
Hybrid bond -23 -23
Sharebased
payments
13 13
Decrease of
share premium
fund to cover
losses -8,866 8,866 0
Equity
31/03/2012
881 5,077 31,872 4,962 -26,074 16,718
Equity
01/01/2013
881 5,077 31,872 4,962 -26,397 16,394
Other
comprehensive
income
32 32
Decrease of
share premium
fund to cover
losses -823 823 0
Equity
31/03/2013
881 4,253 31,872 4,962 -25,542 16,426
RESTRUCTURING PROVISION (kEUR) Group Group Group
01/01-
31/03/13
01/01-
31/03/12
01/01-
31/12/12
Provisions 1 January 240 258 258
Provisions increased 125
Provisions used -57 -19
Provisions 31 March/December 308 258 240
PERSONNEL Group
01/01-
Group
01/01-
Group
01/01-
31/03/13 31/03/12 31/12/12
Average number of personnel 101 119 115
Personnel at the end of
the period 94 119 108
COMMITMENTS AND CONTINGENT
LIABILITIES (kEUR) Group Group Group
31/03/13 31/03/12 31/12/12
Collaterals and contingent
liabilities given for
own commitments 10,317 11,510 10,716
Interest rate swaps:
Fair value 5,214
OTHER KEY FIGURES Group Group Group
31.03.13 31.03.12 31.12.12
Equity-to-assets ratio (%) 62.1 54.4 62.0
Net gearing (%) 15.6 30.5 22.5
Shareholders' equity/share (EUR) 0.24 0.25 0.24
Return on equity (%) -1.9 -70.5 -1.5
Return on investment (%) 0.3 -46.9 0.9

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

Helsinki 18 April 2013

TRAINERS' HOUSE PLC

BOARD OF DIRECTORS

For more information, please contact: Arto Heimonen, CEO, tel. +358 40 412 3456 Mirkka Vikström, CFO, tel. +358 50 376 1115

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

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