ETTEPLAN OYJ: FINANCIAL STATEMENT BULLETIN 1 JANUARY – 31 DECEMBER 2004
Stock exchange release – Published: 17.02.2005 10:00:00
FINANCIAL STATEMENT BULLETIN 1 JANUARY-31 DECEMBER 2004 Consolidated turnover: EUR 61.6 million + 22% Operating profit: EUR 4.7 million + 98% Net profit: EUR 2.6 million + 167% Earnings per share: EUR 0.60 + 161% Proposed dividend: EUR 0.30 per share According to company's main object Etteplan continued to grow strongly and profitably in 2004. The turnover grew mainly organically in consequence of the design functions transferred to the Group, but also through acquisitions. During the year Etteplan carried out four outsourcing projects, in which the customer transferred its' design functions to Etteplan. Three of these outsourcings were carried out in Finland and one in Italy. In addition, the company acquired a 70 % majority stake in Swedish Timatec AB and increased its' holding in its' two Finnish and one Italian subsidiary companies. The number of the Group's personnel abroad grew to 278. The demand for industrial technology design services in 2004 normalized at the year-end. The demand situation improved in all market areas in both Etteplan's business segments Delivery Design and Product Development. The company made significant openings among others in automotive and processing industry. During the report period Etteplan invested further strongly in the development of internal functions. The main objectives were effective use of office network, work load balancing and management of international design assignments by training. Turnover and result The Etteplan Group's turnover grew significantly compared to the previous year. The turnover grew 21.5 % to EUR 61.6 million (50.7 million in 2003). Delivery Design represented 59 % and Product Development 41 % of Group turnover. The increase in turnover was attributable both to organic growth, mainly the outsourced units taken on, and the acquisitions of majority holdings in Swedish Timatec AB (in 2004) and J.A. Produktutveckling AB (in 2003). Operating profit was EUR 4.7 million (2.4 million), or 7.7% of turnover (4.7%). Operating profit increased by 98% on the previous year. Profit for the financial period before extraordinary items and taxes was EUR 4.8 million (2.4 million). The net profit was EUR 2.6 million (EUR 1.0 million). To result improvement effected in addition to the improvement in market situation the successful acquisitions and outsourcing takeovers as well as boosting of business operations. Earnings per share were EUR 0.60 (0.23). Equity per share was EUR 2.98 (EUR 2.89). The return on investment was 31.0% (16.1%) and the return on equity 22.0% (9.6%). Business operations Etteplan operates as a partner of large and medium-sized internationally operating industrial companies, providing industrial engineering design services. The Group's design services are divided in two segments: Delivery Design and Product Development. The Delivery Design segment provides services for the design of machinery, devices as well as production facilities. Mechanical, electrical, automation and plant design and commissioning services are provided for project and equipment suppliers as well as for plant owners and operators. The Product Development segment provides design services for product development. The services are based on long-term partnerships with customers and are aimed to ensure the customer's competitiveness in the future. In addition the company has an accredited laboratory which is specialized in electro-magnetic disturbance measurements. Etteplan's customer base comprises equipment manufacturers and end-users in the wood-processing industry as well as the process, automotive, lifting and hoisting equipment and electronics industries. The market situation for the Delivery Design segment improved in 2004 and the volume of orders increased. During 2004 also the number of assignments in the Product Development segment has been increasing. Achieving a good competitive situation has called for strong input into developing engineering design services as well as improving internal efficiency. The strengths of Etteplan's operations are efficient design process, high-quality operations in line with an ISO-9000 system and capable staff. Major events in 2004 In January the functions of Etteplan Oyj's EMC Laboratory were incorporated and the new company began operations on 1 January 2004 under the name NATLABS Oy. In March Etteplan Oyj's Annual General Meeting passed a resolution, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.55 per share for the 2003 financial year and Authorized the Board of Directors to increase the share capital through a rights issue as well as to purchase the company's own shares and to transfer them. In April Etteplan and MacGREGOR (FIN) Oy signed a framework agreement on engineering design services for ship lift shafts. In June Etteplan acquired a 70 % majority stake in the Swedish Timatec AB. The company, which operates in Karlstad, employs 15 people and provides mechanical and automation design services especially for machinery and device manufacturers in the wood processing industry. Etteplan increased in June its share of ownership in Konette Design Center Oy from 60 % to 81 %. The business acquisition is in line with the ownership strategy agreed when Konette Design Center Oy was established in 1999. Di&Esse Etteplan Srl in Italy and Metso Paper Como S.p.A, member of the Metso Corporation, signed in June a cooperation agreement. Eighteen design engineers from Metso Paper Como transferred to the service of Di&Esse Etteplan. Concurrently Etteplan Oyj increased its share of ownership in Di&Esse Etteplan to 70 %. Further in June Etteplan Oyj and Shanghai Nextrom Machinery Manufacturing Co., Ltd. agreed on establishing a joint venture in Shanghai, China. The Etteplan Group will have an 87.5 % controlling interest in the company and Shanghai Nextrom Machinery Manufacturing Co., Ltd. 12.5 %. Etteplan and Sulzer Pumps Finland Oy signed a cooperation agreement in June. According to the agreement Etteplan provides design services such as agitator related design to Sulzer Pumps Finland Oy. Also in June Etteplan agreed with Nokian Tyres plc and Lemcon Ltd, a subsidiary of Lemminkäinen Group, on providing design services for the tyre plant in Vsevolozhsk, near St. Petersburg. In July Etteplan Oyj raised its share capital in order to acquire the controlling interest in Timatec AB. Share capital after this increase amounted to EUR 434,245.00. The Etteplan and Nextrom joint venture in Shanghai, China, began operations in August. In September six design engineers from the Salo unit of Sulzer Pumps Finland Oy transferred to Etteplan. Also in September Etteplan and Oy Sisu Auto Ab signed a cooperation agreement for design and project management services. In October Etteplan established a regional office in Karjaa; eleven design engineers from the product development department at the Sisu Auto Karjaa plant transferred there. In December Etteplan made an agreement with Metso Paper Oy on the transfer to Etteplan of the mechanical head box engineering design business operations at the Metso Paper Karhula unit. Six design engineers from the Karhula unit transferred to Etteplan on 1 January 2005. Further in December Etteplan Oyj increased its holdings in Insinööritoimisto Keskilinja Oy from 60% to 100%. Keskilinja employs 46 people. Based in Vaajakoski and Lappeenranta, the company provides mechanical and automation design services especially for the machinery and device manufacturers in the wood processing industry. Personnel The operations and number of personnel of the Etteplan Group have grown steadily. During the financial year the Group employed an average of 965 people (876), an increase of 10%. At the end of the period (31 December 2004) the payroll numbered 1 049 employees (936). The increases in staff were mainly due to outsourcing-driven organic growth as well as acquisitions. Capital expenditures The Group's total capital expenditures amounted to EUR 2.4 million (2.8 million). The main part of capital expenditures were directed to increase of shareholding in subsidiary companies as well as for the expansion of business operations. Financial position Etteplan's financial position remained strong. Total assets at 31 December 2004 stood at EUR 28.1 million (EUR 26.1 million), of which cash and cash equivalents as well as securities held as financial fixed assets totalled EUR 6.6 million (EUR 6.6 million). The Group's interest-bearing liabilities at the end of the period totalled EUR 1.3 million (1.2 million). The equity ratio was 52.1% (57.2%). Liquidity was good throughout the report period. Shares, price trend and share buy-back The Group's share capital at 31 December 2004 was EUR 434,245 and the number of shares outstanding was 4,342,450. The number of Etteplan Oyj's shares traded during the financial year was 1,311,822, to a total value of EUR 8.9 million. The share price registered a low of EUR 5.50, a high of EUR 8.25 and the average price was EUR 6.31. The Group's market capitalization at 31 December 2004 was EUR 35.8 million and it had 1,363 shareholders. During the financial year the company has not bought back its own shares nor transferred them. At the end of the financial year the company held 100 of its own shares (treasury shares) to a total value of EUR 481.00. Stock options and share issue authorizations The Annual General Meeting, held on 30 March 2004, authorized the Board of Directors to decide within one year from the Annual General Meeting on the floating of one or more issues of convertible bonds and/or the granting of stock options and/or to decide on increasing the share capital by offering in one or more instalments a maximum of 854,921 shares with an accounting counter value of EUR 0.10 at a price determined by the Board of Directors and otherwise on the terms and conditions decided by the Board of Directors. The Annual General Meeting further authorized the Board of Directors to decide on buying back the company's own shares in one or more instalments such that the company can buy back a maximum of 213,730 of the company's shares, having an accounting counter value of EUR 0.10, with distributable funds in a proportion other than shareholders' existing holdings and to decide, on the basis of the authorization according to the resolution, on transferring the company's own shares thus bought back in one or several instalments. The authorization granted to the Board of Directors comprises the right to transfer a maximum of 213,730 shares with an accounting counter value of EUR 0.10 such that the aggregate accounting counter value of the shares to be transferred and the votes conferred by them is a maximum of five (5) per cent of the company's share capital and the total voting rights conferred by the shares. Etteplan Oyj increased its' share capital as a consequence of the agreement made on 10 June 2004 to acquire a majority stake in the Timatec AB. The new shares were entered into Trade Register on 20 July 2004. The amount of share capital increase is 6.784,20 euros and the total amount of the new share capital after the increase is 434.245,00 euros. In the direct share issue the total number 67.842 of new shares were tradable from 21 July 2004 onwards. All the company's permanently employed staff were covered by Etteplan's stock option programme until 31 January 2005. Board of Directors, CEO and Auditors The members of Etteplan Oyj's Board of Directors during the report period were Tapani Mönkkönen, Chairman, the other members being Tapio Hakakari, Heikki Hornborg, Tapani Tuori and Matti Virtaala. The company's CEO has been Heikki Hornborg, M. Sc. (Eng.). The company's auditor was the firm of independent public accountants PricewaterhouseCoopers Oy, with Mika Kaarisalo, Authorized Public Accountant, acting as chief auditor. Board of Directors proposal for the disposal of profits The Group's distributable shareholders' equity according to the balance sheet at 31 December 2004 is EUR 6,7 million and the parent company's distributable shareholders' equity is EUR 5,9 million. The Board of Directors is proposing to the Annual General Meeting on 23 March 2005 that on the dividend payout date a dividend of EUR 0.30 per share be paid on the company's externally owned shares and that the remainder be transferred to retained earnings. In accordance with the Board of Directors' proposal, the record date for the dividend payout is 30 March 2005 and the dividend will be paid on 6 April 2005. Adoption of the IFRS Standards Preparations to adopt the International Financial Reporting Standards (IFRS) have proceeded according to plan. Etteplan has adopted the IFRS Standards from the beginning of 2005. The company will publish the opening balance on 1 January 2004 with a separate bulletin on 23 February 2005. The IFRS profit and loss account and balance sheet for 2004 are published in April 2005. Adoption of the IFRS Standards has minor effect on shareholders' equity. Major events after the close of the financial year Etteplan Oyj's stock option programme came to an end on 31 January 2005. 24,130 option rights were subscribed in the framework of the stock option programme. During January 2005 three of Etteplan's subsidiary companies carried out a name change to facilitate marketing efforts. In Finland Konette Design Center Oy changed name to Etteplan Design Center Oy and in Sweden J.A. Produktutveckling AB was changed to Etteplan Technical Systems AB and Timatec AB to Etteplan Industriteknik AB. In February Etteplan Oyj acquired a majority stake in Swedish Protang AB. In 1995 established Protang provides mechanical and equipment design services and plant design especially for the mechanical engineering industry as well as maintenance and rationalization design for nuclear power plants. The annual net sales of the company amount to more than EUR 12 million and it currently employs 165 persons in Västerås, Malmö, Örebro and Uppsala in Sweden. The Board of Directors will within the authorization given by the Annual General Meeting decide to increase Etteplan's' share capital as a consequence of the agreement made on 7 February 2005 to acquire a majority stake in the Protang AB. The amount of share capital increase is 18.144,30 euros. In the direct share issue the total number 181.443 of new shares will be available for trading together with the former shares. The total amount of the new share capital after both these increases is 454.802,30 euros. Outlook for the future Etteplan's management believes that company's primary object, profitable growth continues. The principal means of accomplishing this are increasing of market share in present operations and on the other hand expansion to new markets through acquisitions. Market outlook for Etteplan's clientele is expected to remain positive especially in the Nordic Countries. The work load situation for individual customers may, however, fluctuate shortly. The company has started the actions to transfer the company's share trading to the main list of Helsinki Exchanges. The transfer is estimated to take place in the second quarter of 2005. Hollola, 17 February, 2005 Etteplan Oyj Board of Directors For additional information, contact: CEO Heikki Hornborg, tel. +358 3 872 9011, GSM +358 400 873 063. No auditor's report on the financial statement bulletin has been submitted. DISTRIBUTION: Helsinki Exchanges Principal media www.etteplan.com CONSOLIDATED PROFIT AND LOSS ACCOUNT (EUR 1 000) 1.1.-31.12.04 1.1.-31.12.03 TURNOVER 61 550 50 662 Variation in work in progress 222 110 Other operating income 121 134 Materials and services -1 857 -1 087 Staff expenses -44 157 -38 312 Depreciation and amortisation according to plan -2 066 -1 791 Other operating expenses -9 072 -7 193 Share of losses from Participating interests 0 -128 OPERATING PROFIT 4 742 2 395 " % 7,7 4,7 Financial income and expenses 43 49 PROFIT BEFORE APPROPRIATIONS AND TAXES 4 784 2 444 Income taxes -1 662 -1 054 Change in deferred tax liability 39 -11 Minority interest -588 -416 NET PROFIT FOR THE FINANCIAL YEAR 2 574 964 " % 4,2 1,9 CONSOLIDATED BALANCE SHEET (EUR 1 000) 31.12.2004 31.12.2003 ASSETS NON-CURRENT ASSETS Intangible assets 4 859 4 308 Tangible assets 3 230 3 361 Own shares 0 0 Other investments 464 443 NON-CURRENT ASSETS, TOTAL 8 553 8 112 CURRENT ASSETS Stocks 1 134 843 Current receivables 11 784 10 518 Marketable securities 0 796 Cash and cash equivalent 6 601 5 810 CURRENT ASSETS, TOTAL 19 520 17 968 ASSETS, TOTAL 28 073 26 080 SHAREHOLDERS' EQUITY AND LIABILITIES SHAREHOLDERS' EQUITY Share capital 434 427 Share premium account 5 434 5 058 Reserve for own shares 0 0 Retained earnings 4 514 5 923 Net profit for the financial year 2 574 964 SHAREHOLDERS' EQUITY, TOTAL 12 957 12 372 MINORITY INTERESTS 1 208 2 194 LIABILITIES Deferred tax liabilities 159 198 Long-term liabilities 1 295 1 065 Current liabilities 12 454 10 249 LIABILITIES, TOTAL 13 909 11 513 SHAREHOLDERS' EQUITY AND LIABILITIES, TOTAL 28 073 26 080 KEY FIGURES FOR ETTEPLAN GROUP (EUR 1 000) 1.1.-31.12.04 1.1.-31.12.03 Change for prev. year Turnover 61 550 50 662 21,5 % Operating profit 4 742 2 395 98,0 % % of turnover 7,7 % 4,7 % Profit before extra- ordinary items 4 784 2 444 95,7 % Net profit for the period 2 574 964 166,9 % Return on investment, % 31,0 16,1 Return on equity, % 22,0 9,6 Equity ratio, % 52,1 57,2 Gross interest-bearing loans 1 323 1 197 10,5 % Dept-equity ratio, % -37,3 -37,1 Total balance 28 073 26 080 7,6 % Gross investments 2 384 2 772 -14,0 % Earnings per share 0,60 0,23 160,9 % Equity per share 2,98 2,89 3,1 % Personnel at end of period 1 049 936 12,1 % Personnel, average 965 876 10,2 % CONSOLIDATED CASH FLOW STATEMENT (EUR 1 000) 1.1.-31.12.04 1.1.-31.12.03 OPERATING CASH FLOW Cash receipts from customers 60 675 48 063 Other operating income 121 109 Operating expenses paid 54 944 44 117 OPERATING CASH FLOW BEFORE FINANCIAL ITEMS AND TAXES 5 852 4 055 Interest and payment paid for financial expenses 53 59 Interest received 90 98 Dividend received 6 11 Income taxes paid 1 662 1 054 OPERATING CASH FLOW (A) 4 234 3 051 INVESTMENT CASH FLOW Investment in tangible and intangible assets 2 363 2 759 Sales of tangible and intangible assets 371 203 Investments to other investments 21 13 INVESTMENT CASH FLOW (B) -2 013 -2 569 FINANCING CASH FLOW Purchase of own shares 0 0 Short-term loans, decrease 105 78 Long-term loans, increase 230 269 Dividends paid and other profit distribution 2 351 1 227 FINANCING CASH FLOW (C) -2 225 -1 036 VARIATION IN WORKING CAPITAL (A + B + C) INCREASE (+)/ DECREASE (-) -5 -554 ASSETS IN THE BEGINNING OF THE FINANCIAL YEAR 6 606 7 160 ASSETS AT THE END OFTHE FINANCIAL YEAR 6 601 6 606