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eQ Oyj — Earnings Release 2012
Feb 14, 2013
3263_er_2013-02-14_10edb1bc-c59e-4ee1-a4d6-fbc342d90489.pdf
Earnings Release
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eQ PLC STOCK EXCHANGE RELEASE
14 February 2013, at 2:00 p.m.
eQ PLC'S FINANCIAL STATEMENTS RELEASE 2012
October to December 2012 in brief
- In the last quarter of the year, the Group's net fee and commission income totalled EUR 3.6 million (EUR 2.5 million from 1 Oct. to 31 Dec. 2011).
- The Group's net investment income was EUR 0.0 million (EUR -0.3 million).
- The Group's operating profit was EUR -0.9 million (EUR -0.3 million).
- Earnings per share were EUR -0.03 (EUR -0.01).
- Through an acquisition closed on 19 November 2012, eQ Plc acquired the asset management business from ICECAPITAL Securities Ltd.
- The result of the last quarter includes one-off items of EUR 1.1 million arising from the corporate acquisition and termination of employment.
January to December 2012 in brief
- During the financial period, the Group's net fee and commission income totalled EUR 11.3 million (EUR 9.3 million from 1 Jan. to 31 Dec. 2011).
- The Group's net investment income was EUR 5.1 million (EUR 6.5 million).
- The Group's operating profit was EUR 4.7 million (EUR 7.2 million).
- Earnings per share were EUR 0.10 (EUR 0.16).
- The result for the financial year includes on-off costs of EUR 1.1 million booked to the last quarter of the year.
- Dividend proposal EUR 0.12 per share (EUR 0.12).
- The financial statements release for 1 Jan. to 31 Dec. 2012 comprises as comparison information eQ Asset Management Group and Advium Corporate Finance Ltd, which were acquired during the financial period 2011, from 1 April 2011. During the financial period 2012, eQ Plc acquired on 19 November 2012 ICECAPITAL Asset Management Ltd and its subsidiaries. The acquired companies have been consolidated with eQ Group from the acquisition date. Owing to the acquisitions, the comparison figures of the interim report are not comparable.
| Key ratios | 10-12/2012 | 10-12/2011 | 1-12/2012 | 1-12/2011 |
|---|---|---|---|---|
| Net sales, EUR million | 3.6 | 2.2 | 16.3 | 15.8 |
| Operating profit, EUR million | -0.9 | -0.3 | 4.7 | 7.2 |
| Profit before taxes, EUR million |
-1.0 | -0.3 | 4.6 | 6.9 |
| Profit for the period, EUR million |
-0.8 | -0.3 | 3.4 | 4.9 |
| Earnings per share, EUR | -0.03 | -0.01 | 0.10 | 0.16 |
| Dividend proposal, EUR | 0.12 | 0.12 | ||
| Equity per share, EUR | 2.03 | 2.08 | 2.03 | 2.08 |
| Equity to assets ratio, % | 87.3 | 94.1 | 87.3 | 94.1 |
|---|---|---|---|---|
| Interest-bearing liabilities, EUR million |
4.0 | 0.0 | 4.0 | 0.0 |
| Interest-bearing receivables and cash, EUR million |
10.8 | 10.6 | 10.8 | 10.6 |
Janne Larma, CEO – The assets under eQ's management increased to over EUR 6 billion
eQ acquired ICECAPITAL's asset management business in November 2012, which is well in line with our strategic will to grow. We are extremely pleased with the transaction, as a result of which the assets under eQ's management totalled EUR 6.3 billion at the year-end. Calculated with assets under management, eQ is now the largest assets manager in Finland that is independent of bank groups.
The integration was carried out rather briskly, and the asset management personnel moved to the same premises only four weeks after the acquisition. Our present asset management team is one of the most experienced in Finland, and we look forward to the first months of the year with confidence. We have also received a lot of positive feedback from our clients.
The Group's operating profit 2012 was EUR 4.7 million, including EUR 1.1 million in one-off costs. We have estimated that the cost synergies related to the integration of the asset management organisations of eQ and ICECAPITAL will exceed EUR 2.0 million in 2013. This gives us an excellent starting point for the year 2013.
The Group's balance sheet and financial position are in excellent shape even after the acquisition. At the turn of the year, the Group's net receivables totalled EUR 6.7 million. In addition, our balance sheet comprises investments in private equity funds totalling EUR 38.7 million. These factors together offer us a good opportunity to invest in growth even in future.
Outlook
Investors' trust in the fact that the debt crisis of public economies in the eurozone and the bank crisis will start calming down has increased in past months. We have seen this in the willingness of investors to take greater risks, which has lead to an increase in share prices. Investments in equity funds have also increased during the first weeks of 2013. Even rapid changes in the allocations of investors are possible, however. The changes in the assets under the Group's management and the development of the fee and commission income correlate with the development of the investment market.
***
According to the new Securities Market Act, which came into force in the beginning of 2013, the company is no longer liable to present outlook in its interim reports and financial statement releases. eQ changes its current practice to issues outlook in the interim reports. In the future, outlook is presented in the financial statement release and in the report by the Board of Directors according to the Accounting Act. eQ will update company's disclosure policy accordingly.
***
eQ's financial statements release for the period 1 January to 31 December 2012 is enclosed to this release and it will also be available on the company website at www.eQ.fi.
Additional information: Janne Larma, CEO, tel. +358 40 500 4366
Distribution: NASDAQ OMX Helsinki, www.eQ.fi
eQ Group is a Finnish listed company specialising in asset management and corporate finance business. eQ Asset Management offers a wide range of asset management services (including private equity funds) for institutions and individuals. The assets managed by the Group total approximately EUR 6.3 billion. Advium Corporate Finance Ltd, which is part of the Group, offers services related to mergers and acquisitions, real estate transactions and equity capital markets.
More information about the Group is available on our website at www.eQ.fi.
eQ PLC'S FINANCIAL STATEMENTS RELEASE 1 JANUARY TO 31 DECEMBER 2012
Result of operations from 1 October to 31 December 2012
- The Group's net fee and commission income totalled EUR 3.6 million (EUR 2.5 million).
- The Group's net investment income was EUR 0.0 million (EUR -0.3 million).
- The Group's operating profit was EUR -0.9 million (EUR -0.3 million).
- Consolidated earnings after taxes were EUR -0.8 million (EUR -0.3 million).
- Earnings per share were EUR -0.03 (EUR -0.01).
- Through an acquisition closed on 19 November 2012, eQ Plc acquired the asset management business from ICECAPITAL Securities Ltd.
- The result of the last quarter includes one-off items of EUR 1.1. million arising from the corporate acquisition and termination of employment.
Result of operations and financial position from 1 January to 31 December 2012
- The Group's net fee and commission income totalled EUR 11.3 million (EUR 9.3 million from 1 Jan. to 31 Dec. 2011).
- The Group's net investment income was EUR 5.1 million (EUR 6.5 million).
- The Group's operating profit was EUR 4.7 million (EUR 7.2 million).
- Consolidated earnings after taxes were EUR 3.4 million (EUR 4.9 million).
- Earnings per share were EUR 0.10 (EUR 0.16).
- The result for the financial year includes on-off costs of EUR 1.1 million booked to the last quarter of the year.
- Equity per share was EUR 2.03 (EUR 2.08).
- Equity to assets ratio was 87.3% (94.1%).
- Dividend proposal EUR 0.12 per share (EUR 0.12).
- The financial statements release 1 Jan. to 31 Dec. 2012 comprises as comparison information eQ Asset Management Group and Advium Corporate Finance Ltd, which were acquired during the financial period 2011, from 1 April 2011. During the financial period 2012, eQ Plc acquired on 19 November 2012 ICECAPITAL Asset Management Ltd and its subsidiaries. The acquired companies have been consolidated with eQ Group from the acquisition date. Due to the acquisitions, the comparison figures of the interim report are not comparable.
Operating environment
In 2012, concerns for the stability of the economies in Southern Europe and the bank systems remained a central theme in the investment market. At the beginning of 2012, the European Central Bank launched more robust measures than before in order to alleviate the crisis, but political uncertainty in several of the countries struck by the crisis brought uncertainty back to the market already in the spring. Towards the end of the year, decisions and measures by the ECB, IMF and the leading politicians of the euro states once more calmed down the market.
Equity market
The equity market continued to rise even in the last quarter of the year, and 2012 turned out to be a good year for equity investors. Macroeconomic indicators have exceeded expectations, and above all the ECB's announcement of buying government bonds of the countries struck by the crisis and the stimulation package in the US increased the willingness of equity investors to take risks in the autumn. The MSCI World TR Net Index, which describes equities globally, rose by 13.6 per cent during the year. In Finland, equities rose rapidly in the last quarter of the year, and the rise of Helsinki Stock Exchange reached other western stock
exchanges when comparing the performance during the entire year. The OMX Hex Cap return index increased by 15.5 per cent in 2012, and the Stoxx 600 TR Net Index, which describes European shares, by 18.2 per cent. Even in the US, the equity market has risen rapidly. Calculated in euros, the S&P 500 TR Net Index rose by 13.0 per cent in 2012.
Emerging markets maintained strong growth during the entire year, and the feared slow-down in the Chinese market did not materialise. The prognoses for the first moths of 2013 continue to promise rapid growth in the Chinese market. In 2012, the MSCI EM TR Net Index describing the equity market of emerging economies rose by 15.9 per cent.
Bond market
The debt crisis of the eurozone was alleviated towards the end of 2012. The 10-year interest rates of the Spanish and Italian government bonds already fell to round 5 and 4.5 per cent, when the interest rate level in Spain had exceeded 7 per cent in the summer. German government bonds, which acted as a safe heaven throughout the year, kept their value during the last months of the years, however, and the 10-year interest rate in Germany ended up round 1.3 per cent. During the year, the European Central Bank lowered the steering rate once, from 1 per cent to 0.75 per cent. Short market rates are at a considerably lower level, however, and the 3-month Euribor rate, for instance, was 0.19 per cent at the close of the year. In the pricing of corporate loans, the lowest prices were seen when the euro crisis was at its worst in summer, but the market recovered rapidly in the second half of the year. The interest rate differences with government bonds were cut down in all classes of corporate loans.
As a whole, 2012 was a very good year for bond investors. The fall of long interest rates and more expensive corporate loans lead to excellent returns from fixed-income funds. The best return was obtained from high yield corporate loans with a low credit rating, about 20 per cent, but corporate loans with a good credit rating and government bonds also gave returns exceeding 10 per cent.
Finnish market for mutual funds
The assets managed by mutual funds operating in the Finnish market started to grow once more clearly in 2012, and net subscriptions totalled EUR 4.6 billion in 2012. The total assets under management by mutual funds rose to about EUR 66 billion at the close of the year (EUR 55 billion on 31 December 2011), which is at the same level as the previous high in 2007. In 2012, net subscriptions were above all made in equity and bond funds in emerging markets and in funds for corporate loans.
Private equity market
As a whole, the year was quieter for the European private equity market than the previous year. The number of transactions fell by 14 per cent and their value by 21 per cent. Buyouts formed the most popular transaction type, and altogether 95 buyouts were executed amounting to just under EUR 23 billion. Geographically, the UK was once more the biggest market for mergers and acquisitions, its share of all transactions being more than 30 per cent. The increase in the number of large transactions indicates a slight recovery of the debt market, and it also reflects the existing investment capacity in funds that were raised in 2008 and 2009. (Source: unquote Private Equity Barometer/Arle Partners).
Major events during the period under review
The Board of Directors appointed Group Legal Counsel Juha Surve to the Management Team on 21 February 2012. From 21 February 2012, the Group's Management Team consisted of the following persons: Janne Larma (chairman), Staffan Jåfs, Lauri Lundström, Annamaija Peltonen and Juha Surve.
eQ Plc's Annual General Meeting was held on 13 March 2012. The decisions of AGM are presented below in a separate chapter.
The eQ Emerging Markets Local Currency Credit fund was launched on 21 March 2012. The non-UCITS fund makes investments in loans issued by solid companies operating in emerging markets in local currencies. The fund is the first Finnish fund that makes investments in emerging market corporate loans in local currencies.
The Board of Directors of eQ Asset Management Ltd, which is a subsidiary of eQ Plc, appointed Mikko Koskimies, M.Sc. (Econ.), Managing Director of eQ Asset Management Ltd on 4 September 2012. Koskimies began his work on 1 October 2012. In addition, the Board of Directors of eQ Plc appointed Mikko Koskimies member of the eQ Group Management Team from the same date. As of 1 October 2012, eQ Asset Management Ltd's previous Managing Director Lauri Lundström began to work as eQ Plc's Administrative Director and he will continue as member of eQ Group's Management Team.
In connection with Mikko Koskimies appointment, eQ's Board decided on a new shareholding scheme for the eQ Group. The purpose of this scheme is to incentivise Mikko Koskimies by encouraging him to buy and hold shares in eQ Plc, and thus seek to increase the shareholder value of eQ in the long term. For this purpose, a share issue was directed to a company wholly owned by Mikko Koskimies on 4 September 2012. Through the issue, a total of 1 200 000 new shares were offered for subscription in deviation from the shareholders' pre-emptive subscription right. As a result of the share subscriptions, Mikko Koskimies owns approximately 3.31% of the shares of eQ through his company at the close of the financial period. The subscription of shares was financed with capital from Koskimies' company and through an interest-bearing loan of EUR 1 336 000 issued by eQ to the company.
eQ Asset Management Ltd, which is part of eQ Group, and Finnreit Fund Management Company Ltd agreed on 12 September 2012 that eQ Asset Management Ltd would subscribe for 50 per cent of Finnreit Fund Management Company Ltd's shares in a directed share issue. eQ Asset Management Ltd also has an option to buy the entire share capital. As a result of this agreement, a completely new type of property fund called eQ Care was launched. The fund is a non-UCITS fund, which is supervised by the Finnish Financial Supervisory Authority and acts according to the Act on Common Funds. eQ Care invests directly in care properties, which form a diversified portfolio for the fund. A share of the result of Finnreit Fund Management Company Ltd that corresponds to eQ Group's holding has been consolidated with eQ Group's income statement from 1 October 2012.
Through an acquisition closed on 19 November 2012, eQ Plc acquired the asset management business from ICECAPITAL Securities Ltd, excluding the real estate private equity fund business. The transaction was implemented as acquisition whereby eQ Plc acquired ICECAPITAL Asset Management Ltd and its fully owned subsidiaries ICECAPITAL Fund Management Company Ltd, ICECAPITAL Life Ltd and ICECAPITAL Asset Management (Norway) AS as well as the following subsidiaries, where the personnel owns the minority share: ICECAPITAL Financial Products Ltd, ICECAPITAL Asset Management AB (Sweden) and ICECAPITAL Asset Management (Denmark) A/S. The debt-free purchase price was EUR 11.0 million and the purchase price of the shares EUR 14.1 million. The Group financed the purchase with its existing cash reserves and long-term bank financing. In 2011, the net sales of the acquired companies totalled approximately EUR 7.3 million and the operating profit was about EUR 1.3 million. The figures for 2011 do not include operations that were discontinued during the financial year. The company estimates that the annual net synergy benefits resulting from the integration of the asset management organisations of eQ and ICECAPITAL will exceed EUR 2 million in 2013. The acquisition and the resulting integration of operations will support eQ's strategy of becoming the leading asset manager in Finland and improve its competitive edge.
On 20 November 2012, eQ Plc's Board appointed the following persons to eQ Group's Management Team: Janne Larma (chairman), Staffan Jåfs, Mikko Koskimies, Lauri Lundström and Juha Surve.
The Board of Directors of eQ Plc decided on a new share issue directed to the personnel based on the authorization by the Annual General Meeting held on 13 March 2012. In the share issue, new shares of eQ Plc were offered to the entire personnel of eQ Group. The intention of the share issue was to commit the entire personnel, especially after the combination of eQ and ICECAPITAL Asset Management, by encouraging them to acquire and hold shares of eQ Plc and thus seek to increase eQ Plc's shareholder value in the long term. A maximum of 1 800 000 new shares were issued in the personnel issue deviating
from the shareholders' pre-emptive right. The share subscription period began on 10 December 2012 and ended on 12 December 2012. The personnel issue was fully subscribed for.
On 22 November 2012 eQ Plc announced co-determination negotiations commenced by its subsidiaries eQ Asset Management Ltd, eQ Fund Management Company Ltd, ICECAPITAL Asset Management Ltd and ICECAPITAL Fund Management Company Ltd covering the entire personnel of said companies. On 28 November 2012, eQ Plc announced the completion of the co-determination negotiations. The aim of the plan handled during the negotiations was to remove overlapping functions generated through the acquisition of ICECAPITAL Asset Management Ltd and its subsidiaries and to improve the Group's competitiveness by adapting costs. The negotiations concerned the plan to integrate and reorganize operations and the possible impacts of these actions on the personnel, including possible personnel reductions. The company agreed with 18 persons on the termination of their employment at the beginning of 2013, and consequently no personnel reductions were necessary.
The private equity fund Amanda V East LP, which is managed by eQ, held its third close of EUR 44.5 million on 21 December 2012. The final close took place on 31 January 2013 on EUR 50 million.
Group net sales and result development
The comparison information of the financial statements release is not comparable, as Advium Corporate Finance Ltd and eQ Asset Management Group Ltd and its subsidiaries, which were acquired on 16 March 2011, have been consolidated with the eQ Group from 1 April 2011 and ICECAPITAL Asset Management Ltd and its subsidiaries, which were acquired on 19 November 2012, from the acquisition date.
The consolidated net sales totalled EUR 16.3 million (EUR 15.8 million from 1 Jan. to 31 Dec. 2011). Fee and commission income increased from the comparison period due to the acquisition of Advium Corporate Finance Ltd, eQ Asset Management Group Ltd and ICECAPITAL Asset Management Ltd. The Group's net fee and commission income rose to EUR 11.3 million (EUR 9.3 million). On the other hand, net investment income fell from the comparison period to EUR 5.1 million (EUR 6.5 million), including a write-down of EUR 1.0 million (EUR 0.4 million) with a result impact. The Group's expenses and depreciation totalled EUR 11.6 million (EUR 8.6 million). Personnel expenses were EUR 6.5 million (EUR 4.6 million) and depreciation was EUR 1.2 million (EUR 0.9 million). The depreciation includes EUR 0.9 million (EUR 0.6 million) in depreciations of customer agreements allocated to intangible assets in connection with corporate acquisitions. Other operating expenses were EUR 3.9 million (EUR 3.1 million).
The Group's operating profit was EUR 4.7 million (EUR 7.2 million). The fall from the comparison period is due to the decrease in the net income from investment operations by EUR 1.4 million and one-off items of EUR 1.1 booked for the period. The profit for the period was EUR 3.4 million (EUR 4.9 million). The profit for the period includes one-off items of EUR 1.1 million (EUR 0.3 million) resulting from the corporate acquisition and the termination of employment. The one-off items comprise EUR 0.3 million of legal and other expert fees and EUR 0.7 million of personnel expenses related to the termination of employment.
Business Areas
Asset Management
The operating environment of the Asset Management segment was divided in 2012. In the first half of the year, Finnish investors still concentrated their attention to the debt crisis of the eurozone and its impacts. Towards the end of the year, the macro-economic outlook of national economies and the fundamentals of investment objects gained more attention, which had a positive impact on both the equity and bond market. As a whole, the year was fairly good for investors in most markets, and above all emerging markets and corporate loans gave an exceptionally high return in 2012.
The joining of eQ and the asset management operations of ICECAPITAL in November 2012 increased the assets managed by eQ Asset Management considerably. In 2012, the total assets under management increased by 79 per cent and totalled EUR 6 294 million at the end of the year (EUR 3 519 million on 31 Dec.
2011). The assets in the mutual funds managed by eQ Fund Management Company and ICECAPITAL Fund Management Company totalled EUR 1 056 million at the close of the year. Mutual funds of partners and other assets covered by asset management operations totalled EUR 2 587 million. The assets managed under private equity funds and asset management totalled EUR 2 651 million. EUR 1 283 million of these assets were covered by the reporting service.
eQ Emerging Markets Dividend, which makes investments in dividend stock in emerging markets, gathered a considerable amount of new capital during the year. At the end of the year, the fund's assets totalled about EUR 70.5 million. A new fixed-income fund called eQ Emerging Market Local Currency Credit was launched in March. It follows an entirely new investment strategy in Finland, as it makes investments in emerging market corporate loans in local currencies.
In September, eQ Asset Management Ltd acquired 50 per cent of the share capital of Finnreit Fund Management Company Ltd, and as a result of this, the non-UCITS fund eQ Care was launched. This is the first opportunity in Finland to make investments in domestic care properties and, consequently, obtain annual income from rents through the fund's profit distribution. The operations of the fund have begun well.
During the entire year 2012, the portfolio management organisation of eQ Asset Management managed to assess changes in the market in advance and mostly weigh the right asset classes and sectors. The pace of allocation work was speeded up during the year, and we made changes in allocations more easily than before, but with smaller shares. The aim of this was to react to the exceptionally strong movements of the market. The joining of eQ and ICECAPITAL Asset Management in November consolidated the portfolio management organisation considerably, and in 2013 we will be able to offer our clients an even wider range of mutual funds and asset management services with a higher quality.
During the financial period 2012, eQ Private Equity continued active fundraising to the Amanda V Fund. The fund held its third closing of EUR 44.5 million on 21 December 2012, and the final close took place on 31 January 2013 on EUR 50 million.
The number of personnel in the Asset Management segment was 81 at the end of December. The company agreed with 18 persons on the termination of their employment at the beginning of 2013.
| Asset Management | 10-12/2012 | 10-12/2011 | 1-12/2012 | 1-12/2011 |
|---|---|---|---|---|
| Net sales, EUR million |
2.6 | 2.2 | 9.0 | 7.6 |
| Operating profit, EUR million |
-0.5 | 0.5 | 0.9 | 2.2 |
| Personnel | 81 | 44 | 81 | 44 |
The income statement of eQ Asset Management companies has been consolidated with the income statement of eQ Group and the Asset Management segment from 1 April 2011. The result of ICECAPITAL Asset Management companies has been consolidated with the income statement of eQ Group and the Asset Management segment from 20 November 2012.
Corporate Finance
In the Corporate Finance segment, Advium Corporate Finance acts as advisor in mergers and acquisitions, larger real estate transactions and equity capital markets.
For Advium, the year 2012 was in several respects similar to the previous year. As general economic uncertainty still prevails, the M&A market continued to be challenging. Acquisition and real estate transaction processes are long, and the likelihood that transactions will be executed has not returned to the same level as in the best years. During the calendar year, Advium acted as advisor in altogether 10 transactions that were executed.
Advium acted as advisor in the largest single real estate transaction in Finland, as Nokia Plc sold its head office in Keilaniemi, Espoo. The sales price was EUR 170 million. Advium also acted as advisor in transactions in which the Finnish company Produal, which manufactures measuring equipment for building automation, was sold to funds managed by Vaaka Partners, and as the majority share of the Finnish digital marketing agency Activeark was sold to the British JWT, which is part of the world leader in marketing communication WPP. In addition, Advium acted as advisor in a transaction through which Rettig bought the share capital of the German company Hewing GmbH from Uponor.
The number of personnel at Advium was 13 at the end of December.
It is typical of corporate finance business that success fees have a considerable impact on invoicing, due to which the result may vary considerably from quarter to quarter.
| Corporate Finance | 10-12/2012 | 10-12/2011 | 1-12/2012 | 1-12/2011 |
|---|---|---|---|---|
| Net sales, EUR million |
1.1 | 0.4 | 2.6 | 2.1 |
| Operating profit, EUR million |
0.4 | 0.1 | 0.7 | 0.7 |
| Personnel | 13 | 11 | 13 | 11 |
The income statement of Advium Corporate Finance Ltd has been consolidated with the income statement of eQ Group and the Corporate Finance segment from 1 April 2011.
Investments
The business operations of the Investments segment consist of private equity fund investments made from eQ Group's own balance sheet. Additional information on the investments of the Group can be found on the company website at www.eQ.fi.
During the financial period, the net income of the Investments segment totalled EUR 5.1 million (EUR 6.1 million from 1 Jan. to 31 Dec. 2011). At the end of the period, the fair value of the private equity funds was EUR 38.7 million (EUR 42.5 million on 31 Dec. 2011). As for private equity fund investments, the amount of the remaining investment commitments was EUR 10.8 million (EUR 14.7 million). The investment objects returned capital for EUR 5.7 million (EUR 8.3 million) and distributed a profit of EUR 6.2 million (EUR 6.8 million) during the financial period. Capital calls totalled EUR 4.3 million (EUR 6.1 million). The net cash flow from investments during the period was consequently EUR 7.6 million (EUR 9.0 million). The write-down with a result impact recorded in the last quarter of the year amounted to EUR 1.0 million (EUR 0.4 million).
The largest exits in 2012 were:
- The exit of the EQT IV and EQT V Funds from the German cable television company KBW, which was sold to an industrial buyer, Liberty Global. The exit generated a cash flow of about EUR 0.9 million for eQ.
- The exit of the EQT V Fund from the Danish cancer diagnostics company Dako. The company was sold to the American company Agilent Diagnostics and the exit generated a cash flow of about EUR 1.0 million for eQ.
- Montagu III made an exit from the European company BSN Medical, which manufactures medical and heath care products. The company was sold to another private equity investor EQT Partners. The cash flow generated for eQ from this exit was about EUR 1.4 million.
- The Triton II Fund made an exit from German Bravida, which offers technical installation and service for real properties. The company was sold to another private equity investor Bain Capital, and the cash flow generated for eQ was about EUR 1.9 million.
In the last quarter, eQ Plc sold an investment in the IK 2000 Fund in the secondary market. The original commitment of eQ was EUR 5.0 million, and its latest market value adjusted for cash flow on 30 September
2012 was EUR 0.7 million. As a result of the transaction, eQ's open commitments decreased by about EUR 0.3 million.
| Investments | 10-12/2012 | 10-12/2011 | 1-12/2012 | 1-12/2011 |
|---|---|---|---|---|
| Net sales, EUR million |
0,0 | -0,3 | 5,1 | 6,5 |
| Operating profit, EUR million |
-0,1 | -0,4 | 4,7 | 6,1 |
| Personnel | 1 | 1 | 1 | 1 |
eQ has made a decision that it will only make new investments in funds managed by eQ in future.
Balance sheet
At the end of the financial year, the consolidated balance sheet total was EUR 84.3 million (EUR 74.0 million on 31 Dec. 2011). At the end of the period, eQ Plc's shareholders' equity was EUR 73.6 million (EUR 69.7 million). During the period, the shareholders' equity was influenced by the profit for the period of EUR 3.4 million, the change in the fair value reserve of EUR -0.9 million, the dividend payout of EUR -4.0 million, the share issue of EUR 2.0 million directed to Mikko Koskimies, and the personnel issue of EUR 3.2 million. The changes are specified in detail in the tables attached to this release.
The subscription of the shares directed to Mikko Koskimies was financed with capital from Koskimies' company and through a loan that eQ Plc issued to Koskimies' company. As part of the arrangement, eQ Plc's Board decided to grant an interest-bearing loan of EUR 1.3 million at the most to the company wholly owned by Koskimies for financing the subscription of eQ Plc's shares.
At the end of the period, cash in hand and interest-bearing receivables totalled EUR 10.8 million (EUR 10.6 million). In order to safeguard the availability of financing, the Group has access to a credit limit of EUR 6.0 million. At the end of the period, the Group had interest-bearing liabilities of EUR 4.0 million. Of this sum, EUR 2.7 million was long-term debt and EUR 1.3 million short-term debt. All the interest-bearing liabilities were related to the acquisition of the ICECAPITAL Asset Management companies. During the comparison period, the company had no interest-bearing liabilities. At the end of the period, interest-free long-term debt was EUR 0.9 million (EUR 1.2 million) and interest-free short-term debt EUR 5.8 million (EUR 3.1 million). eQ's equity to assets ratio was 87.3% (94.1%).
Corporate acquisitions
On 19 November 2012, eQ Plc acquired ICECAPITAL Asset Management Ltd and its fully owned subsidiaries, ICECAPITAL Fund Management Company Ltd, ICECAPITAL Life Ltd and ICECAPITAL Asset Management (Norway) AS as well as the following subsidiaries, where the personnel owns the minority share: ICECAPITAL Financial Products Ltd, ICECAPITAL Asset Management AB (Sweden) and ICECAPITAL Asset Management (Denmark) A/S. The purchase price was EUR 14.1 million and the total acquisition cost EUR 14.3 million. The acquisition cost contains a transfer tax of EUR 0.2 million. The Group financed the purchase with its existing cash reserves and bank financing.
The acquisition price exceeded the acquired net assets by EUR 10.8 million. EUR 0.7 million of the purchase price was allocated to intangible assets by calculating a fair value for the acquired customer agreements. The remaining goodwill is EUR 10.3 million. The goodwill is based on the personnel and their expertise and offers eQ the opportunity to expand its operations to new business areas by widening the customer base and product range.
The acquired companies have been consolidated with eQ Group since the acquisition. If the acquired companies had been consolidated with eQ Group from the beginning of 2012, the Group's net sales would have been EUR 6.4 million higher and the profit EUR 0.9 million higher during the period under review.
Acquired net assets at fair value and goodwill, EUR million:
| Cash and investments Tangible assets Intangible assets Receivables |
3.7 0.0 0.0 2.2 |
|---|---|
| Liabilities | 2.4 |
| Acquired net assets | 3.6 |
| Acquisition cost (preliminary) | 14.3 |
| Share of non-controlling interests | |
| of the net assets | 0.1 |
| Unallocated purchase price | 10.8 |
| Customer agreements | 0.7 |
| Deferred tax | -0.2 |
| Goodwill | 10.3 |
Shares and share capital
On 9 May 2012, eQ Plc's Board of Directors decided to cancel 163 153 own shares held by the company. The number of shares in eQ Plc was altered on 7 June 2012, as the cancellation of the shares that the company had held was entered in the Trade Register. After the cancellation, the number of shares was 33 297 198. The cancellation did not have any impact on the company's share capital.
Based on an authorisation by the Annual General Meeting held on 13 March 2012, eQ Plc's Board of Directors decided on 4 September 2012 to carry out a share issue against payment directed to a company wholly owned by Mikko Koskimies, new Managing Director of eQ Asset Management Ltd. Through the share issue, a total of 1 200 000 shares were offered for subscription in deviation from the shareholders' preemptive subscription right. eQ has a weighty financial reason to deviate from the shareholders' pre-emptive right, as the shares were issued to a company wholly owned by Koskimies in order to incentivise Koskimies and enhance his commitment as one of the Group's key persons.
The subscription price per share of the new shares was the volume-weighted average price of the company's share on NASDAQ OMX Helsinki Ltd for 20 consecutive trading days immediately preceding the meeting of the Board that decided on the issuance of the shares, i.e. EUR 1.67 per share. The company wholly owned by Mikko Koskimies has on 4 September 2012 subscribed for all the offered shares and paid the subscription price on 14 September 2012. An amount corresponding to the subscription price of the new shares, EUR 2.0 million, has been entered into eQ's invested unrestricted equity reserve. Rights to dividends and other shareholder rights commenced on the day when the new shares were entered in the Trade Register and the shareholders' register of the company. The new shares were entered in the Trade Register on 24 September 2012, and they became subject to public trading on NASDAQ OMX Helsinki Ltd on 27 September 2012.
Based on the share issue directed to Koskimies, the number of eQ shares grew from 33 297 198 to 34 497 198. Each share holds one vote. The share capital did not change as a result of the share issue.
The Board of Directors of eQ Plc decided on a new share issue directed to the personnel based on the authorization by the Annual General Meeting held on 13 March 2012. In the share issue, new shares of eQ Plc were offered to the entire personnel of eQ Group. The intention of the share issue was to commit the
entire personnel, especially after the combination of eQ and ICECAPITAL Asset Management, by encouraging them to acquire and hold shares of eQ Plc and thus seek to increase eQ Plc's shareholder value in the long term. A maximum of 1 800 000 new shares were issued in the personnel issue deviating from the shareholders' pre-emptive right. The share subscription period began on 10 December 2012 and ended on 12 December 2012. A subscriber has no right to dispose of or assign the subscribed shares before 18 December 2013, and if the subscription exceeds 20 000 shares, not before 18 December 2015. eQ has a weighty financial reason to deviate from the shareholders' pre-emptive right, as the shares are issued to the personnel in order to encourage personnel to acquire and hold shares of eQ and thus incentivise and enhance the personnel's commitment in the long term.
The subscription price of the shares was EUR 1.80 per share. The volume-weighted average price of the company's share on NASDAQ OMX Helsinki Ltd for the period of 20 consecutive trading days before the Board meeting that decided on the personnel issue was EUR 1.81 per share. Thus, the discount in the personnel issue was EUR 0.01 per share i.e. about 1 per cent. The full subscription price of the shares was entered into the invested unrestricted equity reserve. The new shares were entered in the Trade Register on 28 December 2012, and they became the object of public trading on NASDAQ OMX Helsinki Ltd on 2 January 2013.
Based on the share issue, the number of shares in eQ Plc increased from 34 497 198 to 36 297 198. Each share carries one vote. The share capital did not change as a result of the issue. On 31 December 2012, the share capital was EUR 11 383 873.
Own shares
eQ Plc held no own shares at the end of the financial period on 31 December 2012. eQ Plc's Board of Directors decided on 9 May 2012 to cancel altogether 163 153 own shares held by the company, which corresponded to about 0.5% of the registered number of shares. The cancellation became effective on 7 June 2012 as it was entered in the Trade Register.
Shareholders
On 6 March 2012, eQ Plc issued a flagging notification, according to which Janne Olavi Larma and Chilla Capital SA announced that they had acquired shares in an amount that exceeded the flagging threshold of 10%. In the second quarter of the year, on 16 May 2012, eQ Plc issued a flagging notification according to which Berling Capital Oy announced that it had transferred shares in such an amount that its holding had fallen below the flagging thresholds of 10% and 5%. In addition, eQ Plc issued a flagging notification on 16 May 2012 stating that Fennogens Investments S.A. announced that it had acquired shares in such an amount that the flagging threshold of 15% had been exceeded. On 16 October 2012, eQ Plc issued a flagging notification stating that Ulkomarkkinat Oy had announced that its holding had fallen under the flagging threshold of 10% as a result of the change in eQ Plc's number of shares that took place on 24 September 2012. On 6 November 2012, eQ Plc issued a flagging notification stating that Ulkomarkkinat Oy had announced that it had acquired shares in such an amount that the 10% flagging threshold has been exceeded. On 28 December 2012, eQ Plc issued a flagging notification stating that Ulkomarkkinat Oy had announced a change in its holding so that the holding had fallen under the 10% flagging threshold as a result of the change in the number of eQ Plc's shares that took place on 28 December 2012.
Shares in eQ Plc, which were deposited on the joint account set up by the company, in total of 6 709 shares representing approximately 0.02 per cent of all shares in the company, have been sold between 1 June and 29 June 2012 on behalf and for the benefit of their owners and the proceeds of the sale, after deducting costs incurred in connection with the sale and notification thereof, have been deposited on 5 July 2012 for the benefit of the owners with the Southern Finland's Regional State Administrative Agency (in Finnish: Etelä-Suomen aluehallintovirasto). The shareholders have the right to receive an amount from the deposited funds equalling their proportion of the shares against the delivery of relevant share certificates and other possible documents of title from the Southern Finland's Regional State Administrative Agency. A stock exchange release regarding the arrangement was published on 5 July 2012.
Ten major shareholders on 31 December 2012
| Share of shares | |
|---|---|
| and votes, % | |
| Fennogens Investments S.A. | 15.87 |
| Chilla Capital S.A. | 12.10 |
| Veikko Laine Oy | 10.07 |
| Ulkomarkkinat Oy | 9.52 |
| Oy Hermitage Ab | 6.52 |
| Mandatum Life Insurance Company | 5.66 |
| Oy Cevante Ab | 3.91 |
| Teamet Oy | 3.31 |
| Fazer Jan Peter | 2.93 |
| Linnalex Ab | 2.43 |
On 31 December 2012, eQ Plc had 3 194 shareholders.
Option scheme 2010
At the end of the period, eQ Plc had one option scheme. The option scheme is intended as part of the incentive and commitment system of the Group's key employees.
On 4 September 2012, eQ Plc's Board of Directors decided to issue to Mikko Koskimies, who had been appointed Managing Director of eQ Asset Management Ltd and member of eQ Group's Management Team, 200 000 option rights in accordance with eQ Plc's Option Scheme 2010 (50 000 2010B options, 50 000 2010C options, 50 000 2010D options and 50 000 2010E options).
On 20 November 2012, the Board of Directors of eQ Plc decided to issue to Kirsi Hokka, Matti Mononen and Jyri Viskari 200 000 option rights each in accordance with the company's Option Scheme 2010 (50 000 2010B options, 50 000 2010C options, 50 000 2010D options and 50 000 2010E options each). On 20 November 2012, Kirsi Hokka was appointed Head of customer relations at eQ Asset Management. Matti Mononen and Jyri Viskari are key employees of ICECAPITAL Asset Management, which was acquired on 19 November 2012.
At the end of the financial period, altogether 1 500 000 options had been allocated. Based on the authorisation given to the Board on 14 April 2010 by the Annual General Meeting, there were 240 000 unallocated options at the end of the financial period. The terms and conditions of the option scheme have been published in a stock exchange release of 18 August 2010, and they can be found in their entirety on the company website at www.eQ.fi.
Decisions by the Annual General Meeting
The Annual General Meeting (AGM) of eQ Plc held on 13 March 2012 in Helsinki made the following decisions.
Confirmation of the financial statements
eQ Plc's AGM confirmed the financial statement of the company, which included the consolidated financial statements, report by the Board of Directors and the auditor's report for the financial year 2011.
Decision in respect of the result shown on the balance sheet
The AGM confirmed the proposal by the Board of Directors that a dividend of EUR 0.12 per share be paid. The dividend was paid to shareholders who on the record date for dividend payment, 16 March 2012, were recorded in the shareholder register held by Euroclear Finland Ltd. The dividend payment date was 26 March 2012.
Discharge from liability to the Board of Directors, CEOs and substitutes for the CEO
The AGM decided to grant discharge from liability to the Board of Directors, CEOs and substitutes for the CEO.
Number of Board members, election of Board members and remuneration of Board members
According to the decision of the AGM, five members were elected to the Board. The following members were re-elected: Ole Johansson, Georg Ehrnrooth, Eero Heliövaara and Jussi Seppälä. Christina Dahlblom was elected as new member. The term of the Board members will end at the close of the following AGM. The AGM decided that the members of the Board would receive remuneration as follows: the Chairman of the Board will receive EUR 3 300 and the Board members EUR 1 800 per month. Travel and lodging costs will be compensated in accordance with the company's expense policy. The Board appointed Ole Johansson Chairman of the Board at its constituting meeting held immediately after the AGM.
Auditors and auditors' fees
Ernst & Young Oy, a firm of authorized public accountants, will continue as auditor of the company, and Ulla Nykky, APA, will act as auditor with main responsibility. The meeting decided to compensate the auditors based on invoice.
Authorising the Board of Directors to decide on the repurchase of the company's own shares
The AGM authorised the Board of Directors to decide on the repurchase of no more than 500 000 company shares, which can be repurchased otherwise than in proportion to the shareholdings of the shareholders with assets from the company's unrestricted equity. Shares will be purchased at the market price in public trading on the NASDAQ OMX Helsinki at the time of purchase. The number of shares corresponds to approximately 1.49 per cent of all shares in the company. Own shares may be repurchased in order to develop the company's capital structure, to finance or carry out corporate acquisitions or other business transactions, or as part of the company's incentive scheme. The repurchased shares may be held by the company, annulled or transferred further. The Board of Directors shall decide on all other matters related to the repurchase of own shares. The authorisation cancels all previous authorisations to repurchase the company's own shares and is effective until the following Annual General Meeting.
Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The AGM authorised the Board of Directors to decide on a share issue or share issues and/or the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Limited Liability Companies' Act, comprising a maximum of 5 000 000 shares. The amount of the authorisation corresponds to approximately 14.94 per cent of all company shares. The authorisation is to be used in order to finance or carry out potential corporate acquisitions or other business transactions, to consolidate the balance sheet and financial position of the company, to carry out the company's incentive schemes or for any other purposes decided by the Board. Based on the authorisation, the Board shall decide on the terms of the issuance of shares and special rights entitling to shares referred to in chapter 10 section 1 of the Limited Liability Companies' Act, including the recipients of the shares or special rights entitling to shares and the amount of
the consideration to be paid. Therefore, based on the authorisation, shares or special rights entitling to shares may also be issued in a manner that deviates from the shareholders' pre-emptive rights, as described in the Limited Liability Companies' Act. A share issue may also be executed without consideration, in accordance with the preconditions set out in the Limited Liability Companies' Act. The authorisation cancels all previous authorisations to decide on share issues, and it will be effective until the following AGM.
Personnel and organisation
At the end of the financial year, the number of Group personnel was 103 (62 on 31 Dec. 2011). The number of personnel increased after the acquisition of ICECAPITAL Asset Management companies by about 30. The Asset Management segment had 81 (44) employees, the Corporate Finance segment 13 (11) employees and the Investments segment 1 (1) employee. Group administration had 8 (6) employees. The personnel of the Asset Management segment comprises ten persons with fixed-term employment. Of the personnel, 99 persons (62) worked in Finland and 4 persons (0) in other Scandinavian countries.
As a result of the co-determination negotiations concerning the entire personnel conducted by eQ Plc's subsidiaries eQ Asset Management Ltd, eQ Fund Management Company Ltd, ICECAPITAL Asset Management Ltd and ICECAPITAL Fund Management Company Ltd in November 2012, the company agreed with 18 persons on the termination of their employment at the beginning of 2013. The aim of the plan handled during the negotiations was to remove overlapping functions generated through the acquisition of ICECAPITAL Asset Management Ltd and its subsidiaries and to improve the Group's competitiveness by adapting costs.
The overall salaries paid to the employees of eQ Group during the financial period totalled EUR 6.5 million (EUR 4.6 million from 1 Jan. to 31 Dec. 2011). The salaries of the financial period comprise personnel expenses of EUR 0.7 million related to the termination of employment. The comparison figure comprises the salaries of Advium Corporate Finance Ltd and the eQ Asset Management Group from 1 April 2011 and the salaries of eQ Plc and Amanda Advisors Ltd from 1 January 2011. The profit for 2012 includes the salaries of the acquired ICECAPITAL Asset Management companies from 20 November 2012. The figures are, therefore, not comparable.
Major risks and short-term uncertainties
The result of the Asset Management segment depends on the development of the assets under management, which is highly dependent of the development of the capital market. On the other hand, the management fees of private equity funds are based on long-term agreements that produce a stable cash flow.
Success fees, which depend on the number of mergers and acquisitions and real estate transactions, have a considerable impact on the result of the Corporate Finance segment. These vary considerably within one year and are dependent on economic trends.
The risks associated with eQ Group's investment operations are the market risk, currency risk and liquidity risk. Among these, the market risk has the greatest impact on investments. The company's own investments are well diversified, which means that the impact of one investment in a company, made by one individual fund, on the yield of the investments is often small.
Proposal for the distribution of profit
The distributable means of the parent company on 31 December 2012 totalled EUR 56.1 million. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.12 per share be paid out on the record date 2 April 2013. The proposal corresponds to a dividend totalling EUR 4 355 663.76 calculated with the number of shares at the end of the financial year. The Board proposes that the dividend payment date is 9 April 2013.
After the end of the financial period, no essential changes have taken place in the financial position of the company. The Board of Directors feel that the proposed distribution of profit does not endanger the liquidity of the company.
Events after the financial period
In the Investments segment, private equity funds in which eQ has made investments have announced exits that have not been realised during the financial period. If the announced exits will be carried out according to plan, the cash flow from the exits that eQ will receive after the financial period, in the first or second quarter of 2013, is estimated to be about EUR 4.6 million, of which the estimated distribution of profits accounts for about EUR 3.0 million.
Related to the acquisition of the asset management business of ICECAPITAL in 2012, eQ plans to integrate the acquired business into the eQ Group as rapidly as possible. At the beginning of 2013, eQ executed business transfers in which the business operations of ICECAPITAL Asset Management Ltd were transferred to eQ Asset Management Ltd and the business of ICECAPITAL Fund Management Company Ltd to eQ Fund Management Company Ltd. In future, the asset management business of eQ Group will be carried out through eQ Asset Management Ltd and its subsidiaries and, correspondingly, the mutual fund business of eQ Group through eQ Fund Management Company Ltd. After the now executed transfers of business, ICECAPITAL Asset Management Ltd will be merged with eQ Asset Management Ltd and ICECAPITAL Fund Management Company Ltd with eQ Fund Management Company Ltd in the spring of 2013.
As a result of the co-determination negotiations carried out by eQ Plc's subsidiaries eQ Asset Management Ltd, eQ Fund Management Company Ltd, ICECAPITAL Asset Management Ltd and ICECAPITAL Fund Management company Ltd in November 2012 covering the entire personnel of said companies the company agreed with 18 persons on the termination of their employment at the beginning of 2013.
The Amanda V East private equity fund managed by eQ held its final close on 31 January 2013 on EUR 50.0 million.
The Board of Directors of eQ Plc has on 14 February 2013 received a letter of resignation from Eero Heliövaara. His resignation from the Board of Directors becomes effective as of 14 February 2013. The reason for Heliövaara's resignation is that he was appointed as Director General of the Government Ownership Steering Department as of 1 March 2013, and relating to his new position he has committed to resign e.g. from the Board of Directors of eQ Plc.
The Board of Directors of eQ Plc decided on 14 February 2013 that the company will not have substitute for the CEO in the future.
Outlook
Investors' trust in the fact that the debt crisis of public economies in the eurozone and the bank crisis will start calming down has increased in past months. We have seen this in the willingness of investors to take greater risks, which has lead to an increase in share prices. Investments in equity funds have also increased during the first weeks of 2013. Even rapid changes in the allocations of investors are possible, however. The changes in the assets under the Group's management and the development of the fee and commission income correlate with the development of the investment market.
eQ Plc Board of Directors
TABLES
Principles for drawing up the report
This financial statements release has been prepared in accordance with the IAS 34 Interim Financial Reporting standard. From the beginning of the financial period, the Group has adopted certain new or amended IFRS standards and IFRIC interpretations in the manner described in the financial statements for 2011. The introduction of these new and amended standards has not had any major impact on the reported figures, however. For other parts, the Group has applied the same principles as in the financial statements for the year 2011. The calculation principles and formulas of the key ratios remain unaltered, and they have been presented in the financial statements for 2011.
The financial statements figures presented in this release are based on the company's audited financial statements. The Auditors' Report has been issued on 14 February 2013.
CONSOLIDATED INCOME STATEMENT, EUR 1 000
| 10–12/12 | 10–12/11 | 1–12/12 | 1–12/11 | |
|---|---|---|---|---|
| NET SALES | ||||
| Fee and commission income, net | 3 613 | 2 511 | 11 260 | 9 327 |
| Net investment income | 20 | -337 | 5 080 | 6 482 |
| Total | 3 634 | 2 174 | 16 339 | 15 808 |
| Operating expenses | -4 208 | -2 257 | -10 381 | -7 709 |
| Depreciation | -336 | -237 | -1 246 | -865 |
| Operating profit | -911 | -321 | 4 712 | 7 234 |
| Financial income | 16 | 31 | 30 | 52 |
| Financial expenses | -51 | 30 | -74 | -354 |
| Share of associated companies' result | -35 | - | -35 | - |
| Profit before taxes | -981 | -260 | 4 632 | 6 932 |
| Income taxes | 157 | -20 | -1 247 | -1 988 |
| PROFIT (LOSS) FOR THE PERIOD | -825 | -280 | 3 386 | 4 944 |
| Other comprehensive income: | ||||
| Available for sale financial assets, net | 214 | -760 | -938 | 3 432 |
| Translation differences | -5 | - | -5 | - |
| Other comprehensive income after taxes | 209 | -760 | -943 | 3 432 |
| TOTAL COMPREHENSIVE INCOME FOR THE | ||||
| PERIOD | -615 | -1 040 | 2 443 | 8 377 |
| Distribution of the profit for the period: Equity holders of the parent company |
-847 | -280 | 3 364 | 4 942 |
| Non-controlling interest | 22 | - | 22 | 3 |
| Distribution of the total comprehensive income for the period: |
||||
|---|---|---|---|---|
| Equity holders of the parent company | -637 | -1 040 | 2 421 | 8 377 |
| Non-controlling interest | 22 | - | 22 | - |
| Earnings per share calculated from the profit of equity holders of the parent company: |
||||
| Earnings per average share, EUR Diluted earnings per average |
-0.03 | -0.01 | 0.10 | 0.16 |
| share, EUR | -0.03 | -0.01 | 0.10 | 0.16 |
CONSOLIDATED BALANCE SHEET, EUR 1 000
| 31 Dec. 2012 |
31 Dec. 2011 |
|
|---|---|---|
| ASSETS | ||
| LONG-TERM ASSETS | ||
| Tangible fixed assets | 138 | 151 |
| Intangible assets | 29 174 | 19 318 |
| Shares in associated companies | 365 | - |
| Investments available for sale | ||
| Financial securities | 5 | 49 |
| Private equity investments | 38 691 | 42 539 |
| Receivables | 1 336 | - |
| Deferred tax assets | 57 | 79 |
| CURRENT ASSETS | ||
| Sales receivables and other receivables | 4 830 | 1 257 |
| Income tax receivable | 289 | 42 |
| Investments available for sale | ||
| Financial securities | 45 | 45 |
| Cash | 9 389 | 10 540 |
| TOTAL ASSETS | 84 319 | 74 020 |
| SHAREHOLDERS' EQUITY AND LIABILITIES |
| SHAREHOLDERS' EQUITY | 73 604 | 69 684 |
|---|---|---|
LIABILITIES
| NON-CURRENT LIABILITIES Deferred tax liability Financial liabilities Other liabilities |
875 2 700 38 |
1 230 - - |
|---|---|---|
| CURRENT LIABILITIES Accounts payable and other liabilities Income tax liabilities Current financial liabilities |
5 718 84 1 300 |
2 034 1 073 - |
| TOTAL LIABILITIES | 10 715 | 4 336 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES |
84 319 | 74 020 |
| CONSOLIDATED CASH FLOW STATEMENT, EUR 1 000 |
||
| 2012 | 2011 | |
| CASH FLOW FROM OPERATIONS Operating profit Depreciation and write-downs Transactions with no related payment transactions Investment available for sale, change |
4 712 1 246 126 2 825 |
7 234 865 102 2 643 |
| Change in working capital Business receivables, increase (-) / decrease (+) Interest-free debt , increase (+) / decrease (-) Total change in working capital |
-2 520 369 -2 151 |
-809 1 525 717 |
| Cash flow from operations before financial items and taxes Interests received Interests paid Taxes |
6 759 30 -74 -2 058 |
11 561 52 -354 -336 |
| CASH FLOW FROM OPERATIONS | 4 657 | 10 922 |
| CASH FLOW FROM INVESTMENTS Acquisition of shares in associated companies Acquisition of subsidiaries excluding acquired cash Investments to intangible and tangible assets |
-400 -10 649 -6 |
- - 669 |
| Investing activities in investments | -11 055 | 669 |
| CASH FLOW FROM FINANCING Dividends paid Income from share issues |
-3 996 5 244 |
- 636 |
| Loans obtained | 4 000 | - |
|---|---|---|
| Repayments of loans | - | -5 800 |
| Purchase of own shares | - | 0 |
| CASH FLOW FROM FINANCING | 5 248 | -5 164 |
| INCREASE/DECREASE IN LIQUID ASSETS | -1 150 | 6 428 |
| Liquid assets on 1 Jan. | 10 540 | 4 112 |
| Liquid assets on 31 Dec. | 9 389 | 10 540 |
CHANGE IN CONSOLIDATED SHAREHOLDERS' EQUITY, EUR 1 000
Equity attributable to equity holders of the parent company
| Share capital |
Reserve for invested unrestricted equity |
Fair value reserve |
Translation Retained differences |
earnings | Total | Share of non- controlling interest |
Total shareholders' equity |
|
|---|---|---|---|---|---|---|---|---|
| Shareholders' equity on 1 Jan. 2011 |
11 384 | 29 614 | -6 819 | - | 10 051 | 44 229 | - | 44 229 |
| Comprehensive income Profit (loss) for the period Other comprehensive income |
4 942 | 4 942 | 4 942 | |||||
| Available for sale financial assets | 6 274 | -2 841 | 3 432 | 3 432 | ||||
| Total comprehensive income | 6 274 | 2 101 | 8 374 | 8 374 | ||||
| Acquisition of own shares | 0 | 0 | ||||||
| Share issue | 17 017 | 17 017 | 17 017 | |||||
| Issued/returned options | 64 | 64 | 64 | |||||
| Shareholders' equity on 31 Dec. 2011 |
11 384 | 46 631 | -546 | - | 12 215 | 69 684 | - | 69 684 |
| Shareholders' equity on 1 Jan. 2012 |
11 384 | 46 631 | -546 | - | 12 215 | 69 684 | - | 69 684 |
| Comprehensive income | ||||||||
| Profit (loss) for the period | 3 364 | 3 364 | 22 | 3 386 | ||||
| Other comprehensive income | ||||||||
| Available for sale financial assets | -938 | -938 | -938 | |||||
| Translation differences | -5 | -5 | -5 | |||||
| Total comprehensive income | -938 | -5 | 3 364 | 2 421 | 22 | 2 443 | ||
| Dividend distribution | -3 996 | -3 996 | -3 996 | |||||
| Share issue | 5 244 | 5 244 | 5 244 | |||||
| Options granted | 140 | 140 | 140 | |||||
| Other changes | 35 | 35 | 35 | |||||
| Changes in subsidiary | ||||||||
| holdings | 55 | 55 | ||||||
| Shareholders' equity on 31 Dec. 2012 |
11 384 | 51 875 | -1 484 | -5 | 11 758 | 73 528 | 77 | 73 604 |
SEGMENT INFORMATION, EUR 1 000
| 10-12/12 | Asset | Corporate | Group | |||
|---|---|---|---|---|---|---|
| Management | Finance | Investments | Other Eliminations | total | ||
| External income | 2 525 | 1 088 | 20 | - | 3 634 | |
| Income from | ||||||
| other segments | 100 | - | - | 18 | -118 | - |
| Net sales | 2 625 | 1 088 | 20 | 18 | -118 | 3 634 |
| Operating profit | -535 | 366 | -80 | -662 | -911 | |
| Share of associated companies' result |
-35 | - | - | - | -35 | |
| Profit for the period | -571 | 366 | -80 | -540 | -825 | |
| 10-12/11 | Asset | Corporate | Group | |||
| Management | Finance | Investments | Other Eliminations | total | ||
| External income | 2 106 | 405 | -337 | - | 2 174 | |
| Income from other segments |
100 | - | - | - | -100 | - |
| Net sales | 2 206 | 405 | -337 | - | -100 | 2 174 |
| Operating profit | 548 | 79 | -437 | -511 | -321 | |
| Profit for the period | 548 | 79 | -437 | -471 | -280 | |
| 1-12/12 | Asset | Corporate | Group | |||
| Management | Finance | Investments | Other | Elimination | total | |
| External income Income from |
8 625 | 2 635 | 5 080 | - | 16 339 | |
| other segments | 400 | - | - | 73 | -473 | - |
| Net sales | 9 025 | 2 635 | 5 080 | 73 | -473 | 16 340 |
| Operating profit | 912 | 725 | 4 679 | -1 604 | 4 712 | |
| Share of associated | ||||||
| companies' result | -35 | |||||
| Profit for the period | 876 | 725 | 4 679 | -2 895 | 3 386 | |
| Long-term assets of which shares in |
20 230 | 9 369 | 38 748 | 1 418 | 69 766 | |
| associated companies |
365 | - | - | - | 365 |
| 1-12/11 | Asset Management |
Corporate Finance |
Investment | Other Eliminations | Group total |
|
|---|---|---|---|---|---|---|
| External income | 7 226 | 2 101 | 6 482 | - | 15 808 | |
| Income from | ||||||
| other segments | 400 | - | - | - | -400 | - |
| Net sales | 7 626 | 2 101 | 6 482 | -400 | 15 808 | |
| Operating profit | 2 179 | 707 | 6 082 | -1 734 | 7 234 | |
| Profit for the period | 2 179 | 707 | 6 082 | -4 024 | 4 944 | |
| Long-term assets |
10 063 | 9 384 | 42 618 | 71 | 62 137 |
The income of the Asset Management segment from other segments comprises the management fee income from eQ Group's own investments in private equity funds. The corresponding expenses are allocated to the Investments segment. Under the item Other, income from other segments comprises the administrative services produced by Group administration to other segments. The line operating profit under item Other presents the undivided personnel, administration and other expenses allocated to Group administration as well as the one-off items related to the acquisition of the ICECAPITAL Asset Management companies during the financial period 2012. The legal and other expert fees related to the acquisition total EUR 0.3 million. In addition to the above, undivided financial income and expenses as well as taxes have been presented on line profit for the period, under the item Other. For the Asset Management segment, the profit for the year 2012 comprises one-off personnel expenses of EUR 0.7 million related to the termination of employment.
CONSOLIDATED KEY RATIOS
| 31 Dec. | 31 Dec. | |
|---|---|---|
| 2012 | 2011 | |
| Profit (loss) for the period (EUR 1 000) | 3 386 | 4 944 |
| Earnings per average share, EUR | 0.10 | 0.16 |
| Diluted earnings per | ||
| average share, EUR | 0.10 | 0.16 |
| Equity per share, EUR | 2.03 | 2.08 |
| Equity per average share, EUR *) | 2.21 | 2.25 |
| Return on investment, ROI % p.a. | 4.7 | 8.8 |
| Return on equity, ROE % p.a. | 4.7 | 8.7 |
| Equity to assets ratio, % | 87.3 | 94.1 |
| Share price at the end of the period, EUR | 2.00 | 1.56 |
| Number of personnel at the end of the period | 103 | 62 |
| Private equity investments to equity | ||
| ratio, % | 52.6 | 61.0 |
| Private equity investments and remaining commitments | ||
| to equity ratio, % | 67.1 | 82.1 |
*) Weighted average number of shares outstanding.
CHANGE IN BOOK VALUE OF PRIVATE EQUITY FUNDS, EUR 1 000
| Book value of private equity funds on 1 Jan. 2012 | 42 539 |
|---|---|
| Capital calls to private equity funds | 4 256 |
| Return of capital from private equity funds | -5 701 |
| Changes in the value of private equity funds in fair value reserve | -1 243 |
| Permanent impairment | -988 |
| Sales loss | -173 |
| Book value of private equity funds on 31 Dec. 2012 | 38 691 |
RELATED PARTY TRANSACTIONS
Open balances with key persons belonging to the company management
On 4 September 2012, eQ Plc's Board of Directors decide to grant an interest-bearing loan in the amount of EUR 1.3 million to a company wholly owned by Mikko Koskimies, who had been appointed Managing Director of eQ Asset Management Ltd and member of eQ Group's Management Team for financing a purchase of shares in eQ Plc as part of the management's long-term incentive scheme. On 31 December 2012, EUR 1.3 million of this loan was an open receivable.
The acquired shares in eQ Plc function as security for the loan. The interest rate of the loan is market-based. The entire loan will be repaid within five years at the latest. The company wholly owned by Koskimies has the right to repay the loan prematurely at any time. The transfer of the eQ shares owned by the company is restricted for three years during the duration of the scheme.
Transactions with related parties and receivables from related parties, EUR 1 000
Associated companies
| 2012 | 2011 | |
|---|---|---|
| Sales | 43 | - |
| Receivables | 16 | - |
REMAINING COMMITMENTS
On 31 December 2012, eQ's remaining commitments in private equity funds totalled EUR 10.8 million (EUR 14.7 million on 31 Dec. 2011). Other liabilities at the end of the period under review totalled EUR 1.2 million (EUR 1.5 million on 31 Dec. 2011).