Annual / Quarterly Financial Statement • Feb 15, 2012
Annual / Quarterly Financial Statement
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Dovre Group Plc Financial Statements February 15, 2012 at 08:45 a.m.
Dovre Group's operating result continued improving in 2011
(Unless otherwise stated, last year's corresponding period in parentheses.)
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.
| 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 |
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.
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.
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.
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.
| 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 % |
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.
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.
| 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 |
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) %.
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) %.
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.
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.
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.
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).
| 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.
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.
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.
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.
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.
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 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.
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).
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.
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.
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
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]
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:
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.
NASDAQ OMX Helsinki Ltd Major media www.dovregroup.com
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.
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.
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".
| 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 | ||
|---|---|---|
| 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 |
| (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 |
| 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.
| (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.
| 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 % |
| (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.
| Investments in associates | Dec. 31, 2011 | Dec. 31, 2010 |
|---|---|---|
| Carrying value, opening balance | 933 | 933 |
| At the end of the period | 933 | 933 |
| 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 |
| 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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