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Dovre Group Oyj

Annual / Quarterly Financial Statement Feb 15, 2012

3309_er_2012-02-15_08d99c10-2a78-41c2-8bd1-239af9a4662b.pdf

Annual / Quarterly Financial Statement

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Dovre Group Plc Financial Statements February 15, 2012 at 08:45 a.m.

DOVRE GROUP FINANCIAL STATEMENTS (IFRS) JANUARY 1 – DECEMBER 31, 2011

Dovre Group's operating result continued improving in 2011

(Unless otherwise stated, last year's corresponding period in parentheses.)

SUMMARY

October – December 2011

  • Net sales EUR 18.8 (18.6) million growth 1.5%
  • Project Personnel: net sales EUR 15.8 (16.0) million change -1.2%
  • Consulting: net sales EUR 2.1 (1.8) million growth 16.1%
  • Software: net sales EUR 1.2 (0.9) million growth 41.9%
  • Operating result EUR 0.9 (0.2) million increase EUR 0.7 million
  • Comparable operating result EUR 0.9 (0.5) million increase EUR 0.4 million
  • Comparable operating result 4.9% (3.0%) of net sales
  • Result for the period EUR 0.7 (0.1) million increase EUR 0.6 million
  • Earnings per share EUR 0.01 (0.00)
  • Net cash flow from operating activities EUR 1.7 (1.5) million

January – December 2011

  • Net sales EUR 72.5 (70.8) million growth 2.4%
  • Project Personnel: net sales EUR 61.9 (61.4) million growth 0.8%
  • Consulting: net sales EUR 6.9 (6.1) million growth 13.3%
  • Software: net sales EUR 4.1 (3.5) million growth 15.5%
  • Operating result EUR 4.9 (3.4) million increase EUR 1.5 million
  • Comparable operating result EUR 3.2 (2.7) million increase EUR 0.5 million
  • Comparable operating result 4.5% (3.9%) of net sales
  • Result for the period EUR 3.2 (2.3) million increase EUR 0.9 million
  • Earnings per share EUR 0.05 (0.04)
  • Net cash flow from operating activities EUR 2.0 (3.4) million
  • Board of Directors proposes to the AGM a dividend of EUR 0.01 per share

In 2012, net sales are expected to grow from 2011. Comparable operating result is estimated to remain at the same level as in 2011.

The financial information presented in the financial statements is based on the company's audited financial statements. The auditor's report was issued on February 14, 2012.

KEY FIGURES

10-12 10-12 Change 1-12 1-12 Change
(EUR million) 2011 2010 % 2011 2010 %
Net sales 18.8 18.6 1.5 72.5 70.8 2.4
Operating result 0.9 0.2 327.9 4.9 3.4 45.5
% of Net sales 4.9% 1.2% 6.8% 4.8%
Result for the period 0.7 0.1 647.8 3.2 2.3 37.6
% of Net sales 3.9% 0.5% 4.4% 3.3%
Net cash flow from operations 1.7 1.5 13.3 2.0 3.4 -41.2
Debt-equity ratio (Gearing), %
Earnings per share. EUR
-34.6% -27.2% 27.2 -34.6% -27.2% 27.2
Basic 0.01 0.00 0.05 0.04
Diluted 0.01 0.00 0.05 0.04

JANNE MIELCK, CEO

Overall, Dovre Group performed well in 2011. Our operating result continued improving also in the fourth quarter. However, our net sales grew less than expected.

In the fourth quarter of 2011, the Group's net sales increased by approximately 2% compared to 2010. The Group's Project Personnel division did well in Norway, but did not manage to increase the number of consultants in North America and Asia. Both our Consulting and Software divisions significantly increased their net sales in the fourth quarter of 2011, by 16% and 42% respectively.

In the fourth quarter, the Group's operating result was EUR 0.9 million. The operating result increased by EUR 0.7 million and the comparable operating result by EUR 0.4 million compared to the fourth quarter in 2010. Both Consulting and Software divisions improved their operating result.

During the financial year, the Group's net sales grew by over 2% compared to 2010. All business divisions were ahead of their net sales compared to 2010. In North America, the end of two major projects caused a dip in overall outcome. Our net sales grew in the Asian and European markets.

The Group's operating result was EUR 4.9 million and comparable operating result EUR 3.2 million in 2011. The release of the liability from the defined benefit pension plan in Norway improved the operating result by EUR 1.7 million in the first quarter of 2011. The Group's comparable operating result increased by EUR 0.5 million from 2010.

In the fourth quarter of 2011, the Group's net cash flow from operating activities was EUR 1.7 million. At the end of the financial year, the Group's cash and cash equivalents were EUR 7.9 million, which was EUR 2.4 million more than in 2010.

The positive development of the Group's operating result and cash and cash equivalents in 2011 provides a good basis for investing in further growth in 2012.

FUTURE OUTLOOK

General economic insecurity has not affected investment levels in the Oil and Gas industry, including Project Personnel division's major customers. Thus, we expect demand for the division's services to remain stable in key market areas. In 2012, we expect to gain new customers in the Middle East.

Current market outlook in the Nordic countries, an important market for the Group's Consulting and Software divisions, is positive. However, economic instability in Europe may affect customers' investment levels in 2012.

We will continue developing the Group in accordance with our strategy and long-term goals.

In 2012, net sales are expected to grow from 2011. Comparable operating result is estimated to remain at the same level as in 2011.

This future outlook is based on forecasts approved by Dovre Group's Board of Directors.

NET SALES

October – December 2011

In Q4, the Group's net sales grew by 1.5% totaling EUR 18.8 (18.6) million. Project Personnel accounted for 84 (86) %, Consulting for 10 (10) %, and Software for 6 (5) % of the Group's net sales. Net sales for Project Personnel decreased by 1.2% totaling EUR 15.8 (16.0) million. Net sales for Consulting grew by 16.1% totaling EUR 2.1 (1.8) million. Net sales for Software increased by 41.9% totaling EUR 1.2 (0.9) million. Net sales were not significantly affected by variations in exchange rates.

January – December 2011

During the financial year, the Group's net sales increased by 2.4% totaling EUR 72.5 (70.8) million. Project Personnel accounted for 85 (87) %, Consulting for 9 (9) %, and Software for 6 (5) % of the Group's net sales. Net sales for Project Personnel increased by 0.8% totaling EUR 61.9 (61.4) million. Net sales for Consulting grew by 13.3% totaling EUR 6.9 (6.1) million. Net sales for Software grew by 15.5% totaling EUR 4.1 (3.5) million. Net sales were not significantly affected by variations in exchange rates.

Net sales by reporting segment

10-12 10-12 Change 1-12 1-12 Change
(EUR million) 2011 2010 %
2011
2010 %
Project Personnel 15.8 16.0 -1.2 61.9 61.4 0.8
Consulting 2.1 1.8 16.1 6.9 6.1 13.3
Software 1.2 0.9 41.9 4.1 3.5 15.5
Group functions 0.4 0.3 52.3 1.3 0.6 120.2
Net sales between segments -0.6 -0.3 91.9
-1.8
-0.9
99.3
Group total 18.8 18.6 1.5 72.5 70.8 2.4
Net sales by market area
10-12 10-12 Change 1-12 1-12 Change
(EUR million) 2011 2010 % 2011 2010 %
EMEA 10.4 8.8 18.3 35.6 33.5 6.3
AMERICAS 7.8 9.0 -12.9 34.0 34.9 -2.5
APAC 0.9 1.0 -13.9 3.7 3.1 22.6
Net sales between market areas -0.3 -0.2 18.5 -0.9 -0.7 28.2
Group total 18.8 18.6 1.5 72.5 70.8 2.4
10-12 10-12 Change 1-12 1-12 Change
(% Net sales) 2011 2010 % 2011 2010 %
EMEA 55.4 % 47.5 % 16.5 49.1 % 47.3 % 3.8
AMERICAS 41.4 % 48.3 % -14.2 47.0 % 49.4 % -4.8
APAC 4.5 % 5.3 % -15.2 5.2 % 4.3 % 19.7
Net sales between market areas -1.3 % -1.1 % 16.7 -1.2 % -1.0 % 25.1
Group total 100.0 % 100.0 % 100.0 % 100.0 %

PROFITABILITY

Operating result October – December 2011

In Q4, the Group's operating result was EUR 0.9 (0.2) million. Project Personnel division's operating result was EUR 0.4 (0.2) million. Consulting division's operating result was EUR 0.4 (0.3) million. Software division's operating result was EUR 0.2 (0.0) million. Operating result for Group functions was EUR 0.0 (-0.2) million.

In Q4, the Group's comparable operating result was EUR 0.9 (0.5) million. In Q4/2010, Project Personnel division's operating result was negatively affected by a EUR 0.3 million increase of the liability for the defined benefit pension plan in Norway.

Operating result January – December 2011

The Group's operating result was EUR 4.9 (3.4) million. Project Personnel division's operating result was EUR 4.2 (2.2) million. Consulting division's operating result was EUR 0.8 (0.6) million. Software division's operating result was EUR 0.5 (0.4) million. Operating result for Group functions was EUR -0.6 (0.1) million.

The Group's comparable operating result was EUR 3.2 (2.7) million. The release of the liability from the defined benefit pension plan in Norway improved the Project Personnel division's operating result by EUR 1.7 million in Q1/2011. In Q3/2010, the gain on disposal of investment from the sale of Dovre Group's share in ProCountor improved the operating result for Group functions by EUR 1.0 million. In Q4/2010, Project Personnel division's operating result was negatively affected by a EUR 0.3 million increase of the liability for the defined benefit pension plan.

Operating result by reporting segment

10-12 10-12 Change 1-12 1-12 Change
(EUR million) 2011 2010 % 2011 2010 %
Project Personnel 0.4 0.2 132.4 4.2 2.2 87.5
Consulting 0.4 0.3 26.7 0.8 0.6 42.1
Software 0.2 0.0 691.4 0.5 0.4 24.2
Group functions 0.0 -0.2 81.3 -0.6 0.1 -549.7
Operating result between segments 0.0 0.0 -102.1 0.0 0.0 1 800.0
Group total 0.9 0.2 330.7 4.9 3.4 45.4

Result October – December 2011

In Q4, the Group's result before taxes was EUR 1.0 (0.2) million and after taxes EUR 0.7 (0.1) million. The tax expense includes EUR 0.2 million increase in deferred tax payable which is due to a with-holding tax on subsidiaries' accumulated earnings. In Q4/2010, Project Personnel division's operating result was negatively affected by a EUR 0.3 million increase of the liability for the defined benefit pension plan in Norway.

The Group's earnings per share was EUR 0.01 (0.00).

The Group's return on investment (ROI) was 20.1 (10.2) %.

Result January – December 2011

The Group's result before taxes was EUR 4.8 (3.4) million and after taxes EUR 3.2 (2.3) million. The release of the liability from the defined benefit pension plan in Norway improved the Project Personnel division's result by EUR 1.2 million. In 2010, the gain on disposal of investment from the sale of Dovre Group's share in ProCountor improved the result by EUR 1.0 million and the increase of the liability for the defined benefit pension plan in Norway decreased the result by EUR 0.3 million.

The Group's earnings per share was EUR 0.05 (0.04).

The Group's return on investment (ROI) was 26.3 (22.9) %.

CASH FLOW, FINANCING, AND INVESTMENTS

On December 31, 2011, the Group balance sheet total was EUR 33.7 (30.8) million.

The cash and cash equivalents for the Group totaled EUR 7.9 (5.5) million at the end of the financial year. In addition, the parent company and the subsidiaries have unused credit limits. The Group's cash and cash equivalents increased by EUR 2.4 (1.8) million during the financial year.

The equity ratio was 61.3 (55.4) %. The debt-equity ratio (gearing) was -34.6 (-27.2) %. On December 31, 2011, the interest-bearing liabilities amounted to EUR 0.9 (1.0) million, accounting for 2.6 (3.2) % of the Group's shareholders' equity and liabilities. Of interest-bearing liabilities, EUR 0.0 (0.4) million were noncurrent and EUR 0.9 (0.6) million current.

The net cash flow from operating activities was EUR 2.0 (3.4) million. This includes the EUR -0.6 (0.8) million change in working capital. EUR 1.0 (0.6) million were paid in taxes.

The net cash flow from investing activities was EUR 0.2 (0.4) million. Gross investments totaled EUR 0.1 (0.2) million.

The net cash flow from financing activities was EUR 0.2 (-2.3) million. The Group drew new loans worth of EUR 0.8 (0.3) million and paid back existing loans worth of EUR 1.0 (2.6) million. Stock options exercised during the financial year increased the net cash flow from financing activities by EUR 0.3 (0.0) million.

The balance sheet goodwill totaled EUR 7.5 (7.4) million at the end of the financial year. No indications of impairment of assets exist.

RESEARCH AND DEVELOPMENT

During the financial year, the Group's research and development (R&D) costs were EUR 0.5 (0.7) million, representing 0.7 (0.9) % of the Group's net sales. A total of EUR 0.1 (0.1) million of capitalized R&D costs were in the Group's balance sheet on December 31, 2011.

The Group's R&D costs consist of the R&D of Safran in the Software division and the R&D of Camako in the Consulting division. R&D activities in both business units proceed as planned. In Q4/2011, Safran realized an integration of its flagship product, Safran Project, and Cadmatic Oy's 3D plant and ship design software. The integrated solution provides a full 4D tool demonstrating the benefits and possibilities of a combined scheduling, time management, and 3D design software for large scale projects.

CHANGES IN DOVRE GROUP

The Group's CFO Sirpa Haavisto left the company on February 28, 2011. Heidi Karlsson, SVP Corporate Functions, took over the CFO's duties as of March 1, 2011.

The company changed its name to Dovre Group Plc in 2011. The new name was approved by the Annual General Meeting on March 17, 2011. The name change took effect on March 25, 2011. The name change is part of the Group's new growth strategy, which was announced in February 2011.

On August 17, 2011, Dovre Group's Board of Directors appointed Janne Mielck, a board member of the Group, as the new Chief Executive Officer of the Group. Mielck replaced Ilkka Toivola as the Group's CEO from October 1, 2011 onwards.

The plan to merge Camako Oy, the Finnish subsidiary of Dovre Group Plc, with its parent company was signed on December 20, 2011. The merger is planned to take place at the latest on May 31, 2012.

Intellisoft Oy, a Finnish subsidiary of Dovre Group Plc, was merged with the parent company on December 31, 2011.

PERSONNEL

The Group's personnel expenses were EUR 63.1 (63.8) million during the financial year.

The personnel expenses of the Project Personnel division were EUR 54.2 (56.1) million. The personnel expenses of the Consulting division were EUR 5.2 (4.6) million. The personnel expenses of the Software division were 2.7 (2.3) million. The personnel expenses of Group functions were EUR 1.0 (0.8) million.

During the financial year, the number of personnel averaged 406 (414).

Personnel by reporting segment (average)

10-12 10-12 Change 1-12
1-12
Change
2011 2010 % 2011 2010 %
Project Personnel 326 345 -5.5 331 341 -2.9
Consulting 48 44 9.1 47 45 4.4
Software 26 26 0.0 24 24 0.0
Group functions 4 5 -20.0 4 4 0.0
Total 404 420 -3.8 406 414 -1.9

On December 31, 2011, Dovre Group employed 407 (418) people worldwide. Of these, 329 (344) were employed by the Project Personnel division, 48 (44) by the Consulting division, 26 (25) by the Software division, and 4 (5) by the Group administration.

BUSINESS PERFORMANCE

Overall, Dovre Group performed well in 2011, with our operating result continuing its improvement also in the fourth quarter. Our Project Personnel business in Norway and our Consulting and Software businesses developed particularly well.

Demand for the services of the Project Personnel division has remained stable. In North America, the end of two major projects caused a dip in overall outcome. The short term challenge of recruiting top business development and administration personnel to manage our sales and operations is the division's top priority. We have continued investing in establishing a business unit in the Middle East, and we expect this work to bring results in 2012.

Our Project Personnel business in Norway has developed well and according to plan. Increased customer demand and focus on recruitment have resulted in higher growth, especially in the second half of the year. In 2011, we have signed several frame agreements with both old and new customers, thus further supporting the positive development.

Our Consulting business continued its growth in the fourth quarter of 2011. In Norway, customer demand has remained high and we have signed several long-term agreements with customers within the Norwegian public sector. In Finland and Sweden, we have successfully continued selling our services to, and signed new contracts with, major global companies based in the Nordic countries.

The Group's Software division increased its net sales and operating profit in the fourth quarter of 2011. Safran's success in the Norwegian market continued. Safran is moderately developing its business by continuing market expansion both in Norway and abroad.

The work to create a globally managed and driven group proceeds according to plan. The streamlining of the Group's legal structure begun in 2010 and is estimated to be completed during the first quarter of 2012. We have centralized the Group's financing and begun the harmonization of the Group's financial reporting processes and systems. The improvement of efficiency across all business units continues. However, due to various business development activities, we do not expect the Group's profitability to improve in the short term.

SHARES, SHARE HOLDERS, OPTION RIGHTS, AND AUTHORIZATION TO ISSUE SHARES

On January 1, 2011, the share capital of Dovre Group was EUR 15,916,854.20 and the total number of shares 61,961,751. On December 31, 2011, the share capital of Dovre Group was EUR 9,603,084.48. Dovre Group's Annual General Meeting, held on March 17, 2011, decided to reduce the share capital with the amount of EUR 6,313,769.72. The reduction of the share capital was registered in the Finnish Trade Register on March 25, 2011.

At the end of the financial year, the total number of shares was 62,895,751. The increase in the number of shares, 934,000, took place in Q3/2011 and was due to the registration of the new shares subscribed for with the company's 2007 stock option plan. The shares were registered on July 7, 2011.

Trading and market capitalization

In January – December, 2011, approximately 10.1 million Dovre Group shares were traded on the NASDAQ OMX Helsinki Ltd., corresponding to an exchange of approximately EUR 4.3 million.

From January 1 to December 31, 2011, the lowest quotation was EUR 0.28 and the highest quotation was EUR 0.51. On December 31, 2011, the closing quotation was EUR 0.34.

The period-end market capitalization was approximately EUR 21.4 million.

Shareholders

On December 31, 2011, the number of registered shareholders of Dovre Group totaled 2,864 including 8 nominee registers. 1.2% of the Group's shares are nominee-registered.

Option rights

Dovre Group's 2007 option plan expired on May 31, 2011. 934,000 shares were subscribed for with the option plan. The remaining 1,043,000 option rights expired as unused.

In Q2, the Group granted a total of 20,000 options under the 2010A option plan and a total of 740,000 options under the 2010B option plan to key personnel.

In Q3, no options were granted to the Group's key personnel. In Q3, a total of 420,000 options granted under the 2010A option plan and a total of 270,000 options granted under the 2010B option were returned to the company.

In Q4, a total of 75,000 options under the 2010A option plan and a total of 75,000 options under the 2010B option plan were granted to the Group's new CEO.

At the end of the financial year, a total of 2,450,000 options were outstanding under the 2010 option plan. The company has in reserve 1,350,000 of these.

The Authorization of the Board of Directors

The Board of Directors has the authorization to issue shares through issuance of shares or special rights entitling to shares until April 17, 2012.

On January 1, 2011, a total of 10,620,653 shares or special rights entitling to shares were remaining of the authorization. On December 31, 2011, a total of 10,400,653 shares or special rights entitling to shares were remaining of the authorization. The change was due to the number of option rights granted by and the number of option rights returned to the company in 2011.

CORPORATE GOVERNANCE

Dovre Group Plc Annual General Meeting, held on March 17, 2011, set the number of Board members to five. The following five members were elected as the members of the Board: Ilari Koskelo, Antti Manninen, Leena Mäkelä, Hannu Vaajoensuu, and Janne Mielck as a new member. In its first meeting held after the Annual General Meeting, the Board of Directors elected Hannu Vaajoensuu as the Chairman and Antti Manninen as the Vice Chairman of the Board. Janne Mielck resigned from the Board of Directors upon starting as the Group's CEO in October 2011.

Authorized public accountants Ernst & Young Oy continued as the Group's auditor, with APA Mikko Järventausta as the auditor in charge.

A separate stock exchange bulletin outlining the decisions of the Annual General Meeting was issued on March 17, 2011.

Dovre Group complies with the Finnish Corporate Governance Code with the following exceptions:

Recommendation 14: The majority of the Board is not independent of the company. Of the four Board members, the Board's Chair Hannu Vaajoensuu and the Vice-Chair Antti Manninen are independent of the company and its significant shareholders.

The company's Board does not have any designated board committees. The establishment of committees has not been deemed necessary due to the size of the company and the Board.

The Corporate Governance Statement for 2011 has been composed in accordance with Recommendation 54 of the Corporate Governance Code of the Finnish Securities Market Association and Chapter 2, Section 6 of the Finnish Securities Market Act. The Corporate Governance Statement has been issued separately from the Annual Review by Dovre Group Plc Board of Directors.

Dovre Group's corporate governance principles are available on the company's website at www.dovregroup.com.

The Group's executive team consists of Janne Mielck (CEO), Heidi Karlsson (SVP, Corporate Functions), Petri Karlsson (Director, Strategy), Mike Critch (EVP, Project Personnel), Arve Jensen (EVP, Project Personnel), and Juha Pennanen (Managing Director, Software).

SHORT-TERM RISKS AND UNCERTAINTIES

The success of the Project Personnel division is influenced by the energy sector market as well as investment levels in the Oil and Gas industry. The division expands its business to new markets. Growth in new markets requires investment and includes operational risks. In addition, the division is facing challenges in maintaining both its overall competitiveness and its key resources in an ever more competitive market environment.

The Oil and Gas industry in general involves risks, and single projects may experience delays or accidents. Such situations may affect the net sales of the Project Personnel division. However, Dovre Group is not responsible for project delivery, as the company's responsibility is limited to the work performed by its consultants.

Current market outlook in the Nordic countries, an important market for the Group's Consulting and Software divisions, is positive. However, economic instability in Europe may affect customers' investment levels in 2012. Risks involved in project delivery are due to both customers and the Group's own personnel.

Dovre Group has two major customers, each of which accounts for more than 10% of the Group's net sales. The Group has extensive global delivery agreements with these clients and is thus dependent on its key customers and the long-term frame agreements signed with them.

The most important currencies for the Group are the euro, the Canadian dollar, the Norwegian crown, and the US dollar. Currency fluctuations can affect the company's net sales. Receivables and payables in foreign currencies can also result in foreign exchange gains or losses. The Group has started hedging its currency positions.

EVENTS AFTER THE FINANCIAL PERIOD

The Group is currently investigating the possibility of expanding the Group's business in the renewable energy sector, including also the adoption of new business models. We also aim to work closer together with project developers in the renewable energy sector.

In its meeting on February 14, 2012, Dovre Group's Board of Directors approved the company's dividend policy. The company seeks growth and follows a conservative dividend policy. The company pays dividend to its shareholders based on the company's financial performance. The needs to finance the company's growth will be considered when deciding on dividend pay-out.

BOARD OF DIRECTORS' PROPOSAL FOR THE USE OF PROFITS

The parent company's distributable funds are EUR 4,423,430.82, including EUR 4,077,850.82 of profit for the financial year.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.01 per share to be paid, corresponding to EUR 628,957.51 based on the total number of shares (62,895,751), and that the remaining profit for the financial year is entered into shareholder's equity.

The Company having decided to dissolve the unrestricted equity fund and to reduce the share capital of the Company in order to set off losses from prior financial years at the Annual General Meeting held on March 17, 2011, the payment of the dividend is conditional on the creditor protection procedure in accordance with Chapter 14, Sections 3-5 of the Finnish Companies Act/requires public notice and registration procedure in accordance with Chapter 14, Sections 3-5 of the Finnish Companies Act. The procedure is estimated to take four (4) months.

The Board of Directors further proposes that the dividend, conditional on the creditor protection procedure as noted in the previous paragraph, is paid to a shareholder who on the record date March 20, 2012, is registered as a shareholder in the Company's shareholders' register maintained by Euroclear Finland Ltd. The dividend is paid on August 15, 2012.

No significant changes have occurred in the company's financial position after the end of the financial year. The company's liquidity is good, and the proposed distribution of dividend poses no risk on the company's financial standing.

Espoo, February 14, 2012

Dovre Group Plc Board of Directors

For additional information, please contact

DOVRE GROUP PLC

Janne Mielck, CEO tel. +358-20-436 2000 [email protected]

Heidi Karlsson, SVP, Corporate Functions tel. +358-20-436 2000 [email protected]

www.dovregroup.com

Dovre Group's Financial Reporting in 2012

Dovre Group Plc's Annual Report 2011, including the Group's financial statements for January 1 – December 31, 2011, will be available on the company website by March 2, 2012.

Dovre Group releases its 2012 interim reports as follows:

  • Interim report for January 1 March 31, 2012 on Thursday, April 26, 2012
  • Interim report for January 1 June 30, 2012 on Thursday, July 26, 2012
  • Interim report for January 1 September 30, 2012 on Thursday, October 25, 2012.

Annual General Meeting

Dovre Group Plc's Annual General Meeting has been planned to be held at Suomalainen Klubi in Helsinki (address: Kansakoulukuja 3) on Thursday, March 15, 2012, starting at 3:30pm.

Distribution

NASDAQ OMX Helsinki Ltd Major media www.dovregroup.com

SUMMARY OF FINANCIAL STATEMENTS AND NOTES

The financial statements have been prepared in line with IAS 34 and the same accounting principles have been applied as in the 2010 financial statements. Key indicator calculations remain unchanged and have been presented in the 2011 financial statements.

Reporting segments

As of January 1, 2011, the Group's reporting structure has been changed so that Project Personnel, Consulting, Software, and Group functions constitute separate reporting segments. Information for the financial year January 1 – December 31, 2011 as well as the comparative figures for 2010 have been presented according to this segment division.

Correction to comparatives for 2010

Dovre Group has corrected the comparatives for 2010 on the consolidated statement of cash flows pertaining to the effect of translation differences on the Group's cash and cash equivalents. The comparatives affected are "Cash flow from investing activities" and "Translation differences".

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

10-12 10-12 Change 1-12 1-12 Change
(EUR thousand) 2011 2010 % 2011 2010 %
NET SALES 18 829 18 551 1.5 72 497 70 776 2.4
Other operating income 32 -57 -155.3 82 1 062 -92.3
Material and services -76 -23 225.4 -180 -85 110.7
Employee benefits expense -16 806 -17 042 -1.1 -63 147 -63 798 -1.0
Depreciation and amortization -110 -113 -3.8 -446 -532 -16.2
Other operating expenses -947 -1 100 -17.1 -3 904 -4 052 -3.6
OPERATING RESULT 921 215 323.2 4 902 3 370 45.4
Financing income 170 231 -63.6 450 917 -50.9
Financing expenses -73 -257 -74.2 -564 -898 -37.2
RESULT BEFORE TAX 1 018 190 388.8 4 788 3 389 41.3
Tax on income from operations -276 -91 401.9 -1 586 -1 063 49.2
RESULT FOR THE PERIOD 742 99 376.8 3 202 2 326 37.6
Other comprehensive income:
Translation differences 476 266 128 647
Other comprehensive income for the
period, net of tax
TOTAL COMPREHENSIVE INCOME
476 266 128 647
FOR THE PERIOD 1 218 365 3 330 2 973
ALLOCATION OF RESULT FOR THE
PERIOD
Result attributable to shareholders of
the parent
Result attributable to non-controlling
742 143 3 202 2 373
interest 0 -43 0 -47
Total 742 99 3 202 2 326
ALLOCATION OF COMPREHENSIVE
RESULT FOR THE PERIOD
Result attributable to shareholders of 1 218 406 3 330 3 013
the parent
Result attributable to non-controlling
interest 0 -41 0 -40
Total 1 218 365 3 330 2 973
Earnings/share EUR
Basic 0.01 0.00 0.05 0.04
Diluted 0.01 0.00 0.05 0.04
Comprehensive earnings/share EUR
Basic 0.02 0.01 0.05 0.05
Diluted 0.02 0.01 0.05 0.05

AVERAGE NUMBER OF SHARES

Average number of shares
1-12 1-12
2011 2010
Undiluted 62,428,751 61,961,751
Diluted 62,859,985 62,004,184

Number of shares at the end of the period

Dec. 31, 2011 Dec. 31, 2010
Undiluted 62,895,751 61,961,751
Diluted 63,086,371 62,046,387

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(EUR thousand) Dec. 31
2011
Dec. 31
2010
Change
%
ASSETS
Non-current assets
Intangible assets 1 119 1 462 -23.5
Goodwill 7 491 7 446 0.6
Tangible assets 83 198 -58.0
Investments in associates 933 933 0.0
Available-for-sale investments 75 76 -1.0
Trade receivables and other receivables 242 279 -13.2
Deferred tax asset 102 699 -85.4
Non-current assets 10 045 11 092 -9.4
Current assets
Trade receivables and other receivables 15 724 14 027 12.1
Tax receivable, income tax 19 135 -85.9
Cash and cash equivalents 7 941 5 520 43.9
Current assets 23 684 19 682 20.3
TOTAL ASSETS 33 729 30 774 9.6
EQUITY AND LIABILITIES
Shareholders' equity
Share capital 9 603 15 917 -39.7
Reserve for invested non-restricted equity 346 4 976 -93.0
Revaluation reserve 127 179 -29.0
Translation differences 818 690 18.6
Retained earnings 9 524 -5 197 283.2
Equity attributable to shareholders of the parent 20 418 16 564 23.3
Non-controlling interest 0 155 -100.0
Shareholders' equity 20 418 16 718 22.1
Non-current liabilities
Deferred tax liability
989 814 21.5
Long-term liabilities, interest-bearing 0 410 -100.0
Long-term liabilities, interest-free 23 15 49.6
Liabilities from defined benefit plan 0 1 718 -100.0
Non-current liabilities 1 012 2 958 -65.8
Current liabilities
Short-term interest-bearing liabilities 870 563 54.5
Trade payables and other liabilities 11 028 9 929 11.1
Tax liability, income tax 362 465 -22.1
Current provisions 39 141 -72.3
Current liabilities 12 299 11 098 10.8
TOTAL EQUITY AND LIABILITIES 33 729 30 774 9.6

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

  • a) Share capital
  • b) Fair value reserve
  • c) Reserve for invested non-restricted equity
  • d) Translation differences
  • e) Retained earnings
  • f) Equity attributable to shareholders of the parent
  • g) Non-controlling interest
  • h) Shareholders' equity total
EUR thousand a) b) c) d) e) f) g) h)
SHAREHOLDERS' EQUITY
January 1, 2010 15 917 217 4 976 -140 -7 449 13 520 195 13 714
Transfers between items 0 -52 0 0 52 0 0 0
Comprehensive income
Profit/loss for the period 0 0 0 0 2 373 2 373 -47 2 326
Other comprehensive income
Translation differences 0 14 0 830 -204 640 7 647
Total comprehensive income 0 14 0 830 2 170 3 013 -40 2 973
Transactions with shareholders
Share based compensation 0 0 0 0 30 30 0 30
Total transactions with
shareholders 0 0 0 0 30 30 0 30
SHAREHOLDERS' EQUITY
December 31, 2010 15 917 179 4 976 690 -5 197 16 564 155 16 718
a) b) c) d) e) f) g) h)
15 917 179 4 976 690 -5 197 16 564 155 16 718
0 -52 0 0 52 0 0 0
0 0 0 0 3 202 3 202 0 3 202
0 0 0 128 0 128 0 128
0 0 0 128 3 202 3 330 0 3 330
-6 314 0 -4 976 0 11 290 0 0 0
0 0 0 0 51 51 0 51
0 0 346 0 0 346 0 346
0 0 0 0 127 127 -155 -28
-6 314 0 -4 630 0 11 468 524 -155 369
20 418
9 603 127 346 818 9 524 20 418 0

*) Dovre Group recognized the non-controlling interest due to a call option that gives present access to benefits associated with the ownership interest.

CONSOLIDATED STATEMENT OF CASH FLOWS

(EUR thousand) 10-12 10-12 1-12 1-12
2011 2010 2011 2010
Cash flow from operating activities
Operating result 921 215 4 902 3 370
Adjustments:
Gain on disposal of investment -1 -6 -1 -971
Depreciation/Amortization 110 113 446 532
Loss on disposal of fixed assets 19 0 19 0
Personnel expenses 242 284 -1 628 311
Non-cash transactions 0 262 0 262
Adjustments, total 370 654 -1 164 135
Changes in working capital:
Trade and other receivables 487 1 990 -1 839 1 209
Trade and other payables 446 -1 121 1 202 -447
Changes in working capital, total 933 869 -637 762
Interest paid -26 -117 -101 -235
Interest received 23 49 68 76
Other financial expenses paid -148 -497 -372 -579
Other financial expenses received 163 387 233 476
Income taxes paid -542 -108 -958 -629
Net cash generated by operating activities 1 694 1 453 1 971 3 376
Cash flow from investing activities
Acquisition of subsidiaries net cash acquired *) 0 -115 0 -329
Investments in tangible and intangible assets -15 21 -57 -229
Investments in available-for-sale financial assets 55 0 55 0
Proceeds from available-for-sale financial assets 2 145 188 937
Dividends received 1 0 1 23
Net cash generated by investing activities 43 51 187 402
Cash flow from financing activities
Stock options exercised 0 0 346 0
Proceeds from short-term loans 0 0 776 300
Repayments of short-term loans -33 -1 311 -550 -2 596
Repayments of long-term loans -52 0 -408 0
Net cash generated by financing activities -85 -1 311 164 -2 296
Change in cash and cash equivalents 1 652 193 2 322 1 481
Translation differences 226 156 99 281 **)
Cash and cash equivalents at beginning of the period 6 063 5 171 5 520 3 758
Cash and cash equivalents at end of the period 7 941 5 520 7 941 5 520

*) Additional purchase price for earlier acquisitions

**) Comparatives for 2010 changed. In 2010, translation differences reported as part of repayments of shortterm loans.

GROUP INCOME STATEMENT QUARTERLY

2011 2010 2011 2010 2011 2010 2011 2010
(EUR thousand) 1-3 1-3 4-6 4-6 7-9 7-9 10-12 10-12
NET SALES 18 559 16 295 17 444 18 554 17 664 17 376 18 829 18 551
Other operating income 20 13 16 36 14 1 070 32 -57
Material and services -47 -41 -21 -11 -35 -10 -76 -23
Employee benefits expense -15 008 -14 626 -15 586 -16 321 -15 746 -15 809 -16 806 -17 042
Depreciation and amortization -103 -125 -128 -136 -104 -158 -110 -113
Other operating expenses -959 -991 -1 144 -1 255 -854 -706 -947 -1 100
OPERATING RESULT 2 462 526 580 867 938 1 762 921 215
% of Net sales 13.3 % 3.2 % 3.3 % 4.7 % 5.3 % 10.1 % 4.9 % 1.2 %
Financing income 39 234 140 220 101 232 170 231
Financing expenses -244 -38 -251 -102 4 -502 -73 -257
RESULT BEFORE TAX 2 257 721 470 985 1 044 1 493 1 018 190
% of Net sales 12.2 % 4.4 % 2.7 % 5.3 % 5.9 % 8.6 % 5.4 % 1.0 %
Tax on income from
operations -822 -265 -207 -437 -281 -269 -276 -91
RESULT FOR THE PERIOD 1 435 456 262 548 762 1 224 742 99
% of Net sales 7.7 % 2.8 % 1.5 % 3.0 % 4.3 % 7.0 % 3.9 % 0.5 %

GROUP COMMITMENTS AND CONTINGENT LIABILITIES *)

(EUR thousand) Dec. 31, Dec. 31,
2011 2010
Collateral for own commitments
Tangible assets 0 81
Trade receivables pledged as collateral 3 224 5 605
Pledged shares 1 484 1 482
Future minimum lease payments under non-cancellable operating
leases
Not later than one year 181 259
Later than one year and not later than five years 218 800
Total 399 1 060

*) Presentation of information and classification of items changed. Comparatives for 2010 corrected.

RELATED PARTY TRANSACTIONS

Investments in associates Dec. 31, 2011 Dec. 31, 2010
Carrying value, opening balance 933 933
At the end of the period 933 933

GROUP KEY FINANCIAL PERFORMANCE INDICATORS

10-12 10-12 1-12 1-12
(EUR million) 2011 2010 2011 2010
Net sales 18.8 18.6 72.5 70.8
Operating result 0.9 0.2 4.9 3.4
% of Net sales 4.9 % 1.2 % 6.8 % 4.8 %
Result before taxes 1.0 0.2 4.8 3.4
% of Net sales 5.4 %
1.0 %
6.6 %
4.8 %
Result for the period 0.7 0.1 3.2 2.3
% of Net sales 3.9 % 0.5 % 4.4 % 3.3 %
Return on equity, % 15.0 % 2.4 % 17.2 % 15.3 %
Return on investment, % 20.1 % 10.2 % 26.3 % 22.9 %
Interest-bearing liabilities 0.9 1.0 0.9 1.0
Cash and cash equivalents 7.9 5.5 7.9 5.5
Debt-equity ratio (Gearing), % -34.6 % -27.2 % -34.6 % -27.2 %
Equity-ratio, % 61.3 % 55.4 % 61.3 % 55.4 %
Balance sheet total 33.7 30.8 33.7 30.8
Gross investments 0.0
0.0
0.1
0.2
% of Net sales 0.0 % -0.1 % 0.1 % 0.3 %
Research and development costs 0.1 0.1 0.5 0.7
% of Net sales 0.7 % 0.4 % 0.7 % 0.9 %
Personnel average for the period 404 420 406 414
Personnel at the end of the period 407 418 407 418
Earnings per share, EUR
Basic 0.01 0.00 0.05 0.04
Diluted 0.01 0.00 0.05 0.04
Equity per share, EUR 0.32 0.27 0.32 0.27

LARGEST SHAREHOLDERS AS OF DECEMBER 31, 2011

Shareholder Shares % Holding
1 Etola Erkki 16 900 000 26.9 %
Etra Capital Oy *) 15 000 000 23.8 %
Etola Erkki 1 900 000 3.0 %
2 Koskelo Ilari 4 390 205 7.0 %
Koskelo Ilari 3 090 205 4.9 %
Navdata Oy **) 1 300 000 2.1 %
3 Sijoitusrahasto Evli Suomi 2 685 246 4.3 %
4 Mäkelä Pekka 1 982 375 3.2 %
5 Siik Rauni 1 221 950 1.9 %
6 Hinkka Petri 1 000 000 1.6 %
7 Siik Seppo Sakari 791 400 1.3 %
8 Paasi Kari 731 200 1.2 %
9 Kefura Ab 730 000 1.2 %
10 Oy Etsmo Ab 700 000 1.1 %
11 Ruokostenpohja Ismo 677 783 1.1 %
12 Thominvest Oy 600 000 1.0 %
Virkki Risto 600 000 1.0 %
14 Hinkka Invest Oy 583 390 0.9 %
15 Vaajoensuu Hannu 545 000 0.9 %
Havacment Oy ***) 215 000 0.3 %
Vaajoensuu Henri ***) 165 000 0.3 %
Vaajoensuu Petra ***) 165 000 0.3 %
16 Schütt Christian 540 000 0.9 %
17 Manninen Antti 500 500 0.8 %
Manninen Antti 300 000 0.5 %
Amlax Oy ****) 200 500 0.3 %
18 Jokinen Reino 434 050 0.7 %
19 Olsson Vesa 433 000 0.7 %
20 Saikko Risto 385 065 0.6 %
20 largest shareholders (total) 36 431 164 57.9 %
Nominee registered shares (total) 750 287 1.2 %
Total remaining 25 714 300 40.9 %
TOTAL 62 895 751 100.0 %

*) Erkki Etola holds control in Etra Capital Oy.

**) Ilari Koskelo, member of Dovre Group's Board of Directors, holds control in Navdata Oy.

***) Hannu Vaajoensuu, Chairman of Dovre Group's Board of Directors, holds control in Havacment Oy. Henri and Petra Vaajoensuu are Hannu Vaajoensuu's family members living in the same household with him. ****) Antti Manninen, Vice-Chairman of Dovre Group's Board of Directors, holds control in Amlax Oy.

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