News Column

Financial statement release for the period 1 January – 31 December 2013

February 19, 2014

TOUGHER 2013 THAN EXPECTED, YEAR 2014 BUILDING ON NEW STRATEGY Helsinki, Finland, 2014-02-19 10:14 CET (GLOBE NEWSWIRE) -- Ixonos Plc Financial statement release 19 February 2014, 11.30. Financial statement release for the period 1 January – 31 December 2013 TOUGHER 2013 THAN EXPECTED, YEAR 2014 BUILDING ON NEW STRATEGY The financial period in brief (last year's reference figures inside brackets): -- Turnover for the financial period was EUR 33.4 million (2012: EUR 56.9 million), a change of - 41.3 per cent. -- Earnings before interest, taxes, depreciation and amortization (EBITDA) was EUR -9.0 million, -27.0 percent of turnover , (2012: EUR -7.5 million, -13.2 percent of turnover ). -- Operating profit before non-recurring items was EUR -11.0 million, -32.8 per cent of turnover (2012: EUR -9.3 million, - 16.4 per cent of turnover). -- Non-recurring items was EUR -2.4 million, including goodwill impairment of EUR -1.6 million, (2012: EUR -15.0 million, including goodwill impairment of EUR -11.2 M) -- Operating profit was EUR -13.4 million (2012: EUR -24.3 million, -42.8 per cent of turnover), -40.1 per cent of turnover. -- Net profit was EUR -12.5 million (2012: EUR -21.9 million, -38.6 per cent of turnover), -37.5 per cent of turnover. -- Earnings per share were EUR -0.65 (2012: EUR -2.13). -- Net cash flow from operating activities was EUR -9.7 million (2012: EUR -1.0 million). Q4/2013 in brief (last year's reference figures inside brackets): -- Turnover for the fourth quarter was EUR 7.0 million (2012: EUR 12.8 million), a change of -45.2 per cent. -- Earnings before interest, taxes, depreciation and amortization (EBITDA) was –1.9 MEUR, -27.0 percent of turnover, (2012: -2.1 MEUR, -16.4 percent of turnover). -- Operating profit before non-recurring items was EUR -1.7 million, -24.2 per cent of turnover (2012: EUR -2.1 million, -16.5 per cent of turnover). -- Operating profit was EUR -2.5 million, -36.1 per cent of turnover (2012: EUR -5.3 million, -41.2 per cent of turnover). -- Net profit was EUR -3.1 million, -43.9 per cent of turnover (2012: EUR -4.4 million, -34.5 per cent of turnover). -- Earnings per share were EUR -0.10 (2012: EUR -0.43). Future prospects in brief -- The turnover for the 2014 is expected to be in a range of EUR 26 – 34 million and EBITDA is expected to be positive. Esa Harju, President and CEO: ”The end of the year 2013 went as expected, and whilst our operations were still loss-making, our situation became more stable towards the year-end. In October we announced our new strategy, with future focus on those business areas where we have the best possibilities to succeed as a design-led technology partner for our clients. Our strategic focus is now on digital solutions for industrial Internet, media companies, retail and brands, as well as smart device manufacturers. Our solutions are based on our design and software capabilities, as well as our domestic cloud offering. We also continue to serve our customers in the public sector. In November-December we implemented a stock rights issue, which improved our cash situation and balance sheet. At the same time we implemented a broad cost saving programme in the company, which has brought our cost baseline at the beginning of 2014 to significantly lower level than before. We will continue to seek further efficiencies and cost savings in our operations during 2014. In November we signed an agreement with our Asian operator customer to terminate our fixed-price project, which was based on a contract signed in 2012. The project was consequently finished in December. This agreement removed the single biggest customer risk our company had. During 2013 we suffered significant losses due to the project. During 2013 our turnover was still declining compared to the previous year, but our revenue levels have started to stabilise towards the year-end. We are expecting our revenue to start to grow again during 2014. In 2014 our business focus will be in our strategic target markets, and geographically mainly in Finland and Nordics, UK and USA. We have been able to deepen our existing customer relationships and to build new ones. This gives us a good basis for 2014". OPERATIONS Ixonos is a design-led technology company that provides creative digital solutions and services for customer companies in selected target industries. We help our customer companies embrace digitalisation, Internet and mobility for productivity and unique user experiences for competitive advantage. Our core strength and unique differentiator is our ability to combine our world-class design capability with strong technical implementation skills, hence offering total end-to-end solutions that deliver strategic value to our customers. Ixonos’ design services cover digital, mobile, web design as well as service and industrial design. These holistic design services consist of design strategy, design and user research, design innovation and workshops, visual and interaction design, and prototyping for various connected devices and services and ranging to complete cross-platform design. We excel in creative software development, both in embedded SW as well as in online SW. We utilise open standard technologies (e.g. Linux, Android). We combine the SW development capabilities with our world-leading technology knowledge and our deep understanding of user interface design and usability and excellent project management capabilities. This enables us to provide solutions for our customers with quality and agility. Our technology competences cover e.g. wireless connectivity, RF, audio, imaging and video technologies. As per our sharpened strategy in October 2013 our focus business areas are: - Industrial Internet: Providing embedded and creative digital solutions for the Industrial Internet. We help industrial companies to transform from proprietary technologies into standard open source technologies enabling increased productivity and value for their customers. We provide digital innovations that help them in their transformation to new digitally connected service business. Ixonos partners with leading chipset manufacturers, providing state-of the art platforms for our solutions. Our clientele in this segment consists of companies such as Kone, Outotec, Cargotec, Grundfos and Metso. - Media: Helping TV broadcasters, studios, production companies and operators to offer increasingly interactive and personalised viewing experiences, as well as new business models, through innovations such as Ixonos TV Compass™ 2nd screen solution. Our clientele in this segment consists of companies such as Fox, ESPN, MBC Group, Warner Brothers and Turner Entertainment. - Retail & brands: Helping consumer-facing retail and service brands to embrace Internet-based digital and mobile solutions for excelling in omni-channel retailing, customer experience, productivity and service innovation. Our clientele in this segment consists of companies such as Stockmann and Iittala. - Enterprise IT and ISVs: Providing secure and robust cloud and managed hosting services with Ixonos Elastic Cloud™ solution. Ixonos virtual private cloud has been designed for demanding enterprise use. It combines the security of a private cloud with the scalability of the public clouds. Information is secured and stored in our machine rooms in Finland. Ixonos Elastic Cloud™ is also used as an operating platform for several end-to-end solutions. Our clientele in this segment consists of companies such as Fonecta, eZ Systems, Improlity, Efecte, Nokia and Propentus. We continue to serve our customers also in other market segments, including: - Smart Device OEMs, where our customers include Samsung, Huawei and Nokia. - Automotive and Transportation, where our customers include Marcopolo, Luminator, AvMap and tier 1 car manufacturers. - Finnish Public Sector, where our customers include Finland’s Ministry of Finance, Finland'sMinistry of Social Affairs and Health as well as Tiera. - Defence & Security, where our customers include Cassidian and Savox Communications. - Mobile Operators, where our customers include Orange, Vodafone and TeliaSonera. Organisation The new structure, which became effective on 1 November 2013, consists of: - Sales & Marketing function in charge of customer relationships, sales pipeline, order intake and profitable revenue generation. - Solution Creation function in charge of customer project management and profitable delivery, as well as offering portfolio management and R&D. - Design function in charge of the design capabilities that are a unique differentiator in our Dream Design Deliver approach. - The whole organisation’s operations are supported by support functions: Finance & Control and Human Resources. The former Connected Devices and Online Solutions business units were merged into the above new organisational units on 1 November 2013. Locations Our offices are in Finland, Denmark, Great Britain, Slovakia, and the United States. Additionally we have employees in Estonia, Germany and South Korea. - Our Solution Creation sites are located in Finland, Denmark and Slovakia. - Our Design Studios are located in Finland, Great Britain, the United States and Slovakia. - Our Sales offices are located in Finland, Great Britain, Germany, South Korea and the United States. SEGMENT REPORTING Ixonos reports its operations as a single segment. According to the new strategy and organisational structure, Ixonos is seen to be one cash generating unit and segment. Ixonos announced its new strategy on 22 October 2013. TURNOVER Turnover in the fourth quarter was EUR 7.0 million (2012: EUR 12.8 million), 45.2 per cent less than in the previous year. Consolidated turnover for the financial period was EUR 33.4 million (2012: EUR 56.9 million), which is 41.3 per cent less than in the previous year. During the review period, no single customer generated a dominating share of the turnover, or exceeded more than one fourth of the total turnover. FINANCIAL RESULT Operating profit for the fourth quarter was EUR -2.5 million (2012: EUR -5.3 million) and profit before tax was EUR -2.8 million (2012: EUR -5.6 million). Profit for the fourth quarter was EUR -3.1 million (2012: EUR -4.4 million) . Fourth-quarter earnings per share were EUR -0.10 (2012: EUR -0.43). Cash flow from operating activities per share in the fourth quarter was EUR -0.10 (2012: EUR 0.03). Consolidated operating profit for the financial period was EUR -13.4 million including goodwill impairment EUR -1.6 million (2012: EUR -24.3 million including goodwill impairment EUR -11.2 million) and profit before tax was EUR -14.3 million (2012: EUR -25.0 million) . Profit for the financial period was EUR -12.5 million (2012: EUR -21.9 million). Earnings per share were EUR -0.65 (2012: EUR -2.13). Cash flow from operating activities per share was EUR -0.51 (2012: EUR -0.10). RETURN ON CAPITAL Consolidated return on equity (ROE) was -231.6 per cent (2012: -119.0 per cent) and return on investment (ROI) was -70.2 per cent (2012: -81.6 per cent). INVESTMENTS Investments during the review period totalled EUR 0.5 million (2012: EUR 3.2 million). BALANCE SHEET AND FINANCING The balance sheet total was EUR 25.8 million (2012: EUR 33.3 million). Shareholders’ equity was EUR 3.7 million (2012: EUR 7.5 million). The equity ratio was 13.2 per cent (2012: 22.6 per cent). The group’s liquid assets at the end of the review period amounted to EUR 0.5 million (2012: EUR 0.5 million). At the end of the review period, the balance sheet showed EUR 9.6 million (2012: EUR 10.4 million) in bank loans. This amount includes overdraft in use. The bank loans have covenants attached to them. These covenants are based on the equity ratio and on the proportion of interest-bearing bank loans to the 12-month rolling operating profit. At 31 December 2013, the company did not meet the terms of the covenants. The company’s non-current borrowings are therefore presented as current liabilities, in accordance with IFRS. However, the company has received waivers from its lenders until 31 December 2014. Bank loans under the covenants were 31.12.2013 EUR 6.4 million (2012: EUR 7.6 million). The company has taken a short-term loan from Oy Turret Ab in the amount of EUR 3.5 million. Oy Turret Ab belongs to related party due to its ownership in Ixonos. GOODWILL On 31 December 2013, the consolidated balance sheet included EUR 10.8 million in goodwill. This is EUR 1.6 million less than at the same time in 2012. The amount of goodwill has been reduced due to impairment recognised in September. The following parameters were used in the goodwill impairment testing: -- The review period of 4 years (instead of former 5 years). -- WACC discount rate 12% (remained). -- 1% growth estimate used for terminal value calculation (remained). Due to the increased speed of development in technology the review period has been reduced to 4 years. The reduction of the review period led to the goodwill impairment recognized in September. The company made an impairment test on 31st December 2013. The present value of future cash flows exceeded the carrying value of assets by EUR 3.6 million and no impairment was recognized. CASH FLOW Consolidated cash flow from operating activities during the review period was EUR -9.7 million (2012: EUR -1.0 million). By 31 December 2013, the company had sold EUR 2.2 million (2012: EUR 2.3 million) in accounts receivable to reduce their turnaround time. PERSONNEL The number of personnel averaged 505 (2012: 824) during the review period. At the end of the period, the company had 442 (2012: 610) employees. Staff decreased in Finland as well as abroad. At the end of the review period, the Group had 312 employees (2012: 410) in Finnish companies, while Group companies in other countries employed 130 (2012: 200). During review period the number of employees decreased by 168. SHARES AND SHARE CAPITAL Share turnover and price During the financial period, the share issue adjusted highest price of the company’s share was EUR 0.54 (2012: EUR 0.82) and the lowest price was EUR 0.06 (2012: EUR 0.32). The closing price on 31 December 2013 was EUR 0.08 (2012: EUR 0.33). The weighted average time and de-split adjusted price was EUR 0.22 (2012: EUR 0.60). The number of shares traded during the review period was 32,326,570 (2012: 3,661,398), which corresponds to 42.6 percent (2012: 24.2 percent) of the total number of shares at the end of the review period. The number of shares has been affected by rights issue in February, de-split in November and second rights issue in November. According to the closing price on 31 December 2013, the market value of the company’s shares was EUR 6,068,669 (2012: EUR 7,249,192). The company decided on two rights issues in 2013. All rights, a total amount of 20,136,645 shares were subscribed, amounting EUR 4.23 million in February issue. In November, 68,810,534 shares were subscribed representing 88.8 percent of shares offered and amounting EUR 4.82 million. The shares were de-split from 5 to one (5/1) before the second rights issue. Share capital At the beginning of the review period, the company’s registered share capital was EUR 585,394.16 and the number of shares was 15,102,484. At the end of the review period, registered share capital was EUR 585,394.16 and the number of shares was 75,858,359. Option plan 2011 The Board of Directors of Ixonos Plc decided on 30 November 2011 to grant new options. This decision was based on the authorisation given by the Annual General Meeting on 29 March 2011. The options were issued by 31 December 2011, free of charge, to a subsidiary wholly owned by Ixonos Plc. This subsidiary will distribute the options, as the Board decides, to employees of Ixonos Plc and other companies in the Ixonos Group, to increase their commitment and motivation. Options will not be issued to members of the Board of Directors of Ixonos Plc or to the Ixonos Group’s senior management (Ixonos Management Invest Oy shareholders). The options will be marked IV/A, IV/B and IV/C. A total of 600,000 options will be issued. According to the terms of the options, the Board of Directors decides how the options will be divided between option series and, if needed, how undistributed options will be converted from one series to another. Each option entitles its holder to subscribe for one new or treasury share in Ixonos Plc. The shares that can be subscribed for with options comprise 3.82 per cent of all Ixonos Plc shares and votes on a fully diluted basis. The exercise period for the IV/A options will begin on 1 October 2014, for the IV/B options on 1 October 2015 and for the IV/C options on 1 October 2016. The exercise periods for all options will end on 31 December 2018. The exercise price for each option series is a trade volume weighted average price at NASDAQ OMX Helsinki. The exercise prices will be reduced by the amount of dividends, and they can also be adjusted under other circumstances specified in the option terms. In order to ensure the equal treatment of shareholders and the 2011 stock option holders and taking into account the adjustment made on 30 October 2013 following the consolidation of the company's shares, the Board of Directors of Ixonos has due to the Rights Offering adjusted the subscription ratio and the subscription price of the 2011 stock options in accordance with the terms and conditions of the 2011 stock options. As regards stock options IV/A, the subscription ratio shall be amended to 5.022 and the subscription price shall be amended to EUR 0.291 per share. As regards stock options IV/C, the subscription ratio shall be amended to 5.022 and the subscription price shall be amended to EUR 0.208 per share. The option plan's IV/B options have been cancelled. The total amount of shares is rounded down to full shares in connection with subscription of the shares and the total subscription price is calculated using the rounded amount of shares and rounded to the closest cent. Due to the above adjustments concerning stock options IV/A, the adjusted maximum total number of shares to be subscribed for based on the 2011 stock options shall be 3,013,313. Shareholders On 31 December 2013, the company had 3,983 shareholders (2012: 2,988). Private persons owned 51.6 per cent (2012: 55.5 per cent) and institutions 48.4 per cent (2012: 44.5 per cent) of the shares. Foreign ownership was 8.8 per cent (2012: 17.0 per cent) of all shares. Related-party transactions During the review period Ixonos has taken a short term loan of EUR 3.5 million from its largest shareholder, Oy Turret Ab. The debt falls due 31 December 2014. As collateral for the debt the company has put up corporate mortgage bonds. OTHER EVENTS DURING THE FINANCIAL PERIOD Market events in the review period Ixonos has announced new customer references during the review period, including MBC Group, Numpac, Marcopolo, National Geographic Society and Firstbeat Technologies. Ixonos and Sharp Europe reported that they would collaborate to create mobile devices for mutual customers. Ixonos also announced that Samsung Electronics had chosen the company as its innovation partner, to focus particularly on developing the Android user experience. In February, technology components for embedded systems, was launched. These components include a modern embedded Linux solution as well as a fast HD video streaming solution suitable e.g. for closed circuit TV. In the end of March, Ixonos reported that it was set to deliver the user experience design and software of the infotainment solution for the luxury coaches of Brazilian bus manufacturer Marcopolo. The solution is based on Ixonos IVI Connect ™ infotainment solution. In May Ixonos brought out a unique service package for testing of smart electronic devices. In August Ixonos announced that it has delivered a 2nd screen solution to MBC Group, based on the Ixonos TV Compass™, called MBC Now. The service, available to MBC viewers in the Middle East and Northern Africa, synchronizes smart devices with the TV set, converting tablets and smart phones into 2nd screen devices. Millions of downloads of the service have been made since. In August Ixonos also joined the 2nd Screen Society, which is collaborating to create simpler and seamless integration of services across devices and enabling increasingly social and stimulating experiences for consumers. In October Ixonos established a 2nd screen technology partnership with Gigya. In September Ixonos proved itself to be a pioneer as an innovative virtual private cloud solutions provider, by winning Red Hat’s European Cloud Partner of the Year award. In September and October Ixonos introduced its signature mobile device and user interface design languages consecutively. This was done to demonstrate Ixonos’ ability in designing the best device designs and user interfaces ahead of their time. We will continue to drive design and technology innovations to chosen target customer markets. Winning the top design award in App World London conference was another demonstration of Ixonos’ ability to combine design and technology implementation in a unique way. In December Ixonos joined the Tizen Association Partner Program, in order to support open-source Tizen software platform and operating system ecosystem. New registration document On 21 January 2013, Ixonos published its registration document, which the Financial Supervisory Authority had approved on 17 January 2013, as provided in the Securities Market Act. The registration document contains information about the company, its operations and its financial position. It is valid for 12 months from the date of approval. Rights issue in February Ixonos Plc’s rights issue ended on 7 February 2013. All 20,136,645 shares offered were subscribed for. The number of shares after the issue was 35,239,129. A total of 19,052,212 shares were subscribed for with subscription rights. This amount corresponded to approximately 94.6 per cent of the shares offered. In the secondary subscription, 5,358,879 shares were subscribed for without subscription rights, and subscriptions for 1,084,433 shares were accepted. The subscriptions thus corresponded to approximately 121.2 per cent of the shares offered. Ixonos raised approximately EUR 4.23 million gross through the issue. As all offered shares were subscribed for, the underwriting commitments that had been provided were not used. Financial arrangements On 22 July 2013 the company announced that its financiers had renewed a waiver for premature payback of loans which include covenants until 31.12.2013, and that it had secured a loan agreement for short term debt with Oy Turret Ab. The loan agreement enabled, if necessary, additional financing for a maximum of 2.5 million Euros until end of 2013. Ixonos announced on 24 October 2013 having secured a short term loan facility with Oy Turret Ab. The facility enabled additional financing for a maximum of 1.0 million Euros until November 30th, 2013. When disclosing the prospectus on 14 November 2013, Ixonos announced that in relation to Ixonos' debt financing, no securities interests outside the ordinary have been granted. The most important financial covenants agreed with external financiers are to a certain extent the ratio between interest bearing net debs as well as earnings before interest, taxes, depreciations and amortizations (EBITDA). Depending on the financier and the calculation model, the above-mentioned ratio shall be 3.0 or 2.5. In addition, part of the debt financing contains a financial covenant according to which the Company's equity ratio must not fall below 35%. The Company has breached against financial covenants in its loan agreements, but has received waivers from financiers to exempt the Company from immediate payback of loans. The waivers are valid until 31 December 2014. Due to the waiver period, the Company has booked the relevant loans to current liabilities. Lowered revenue and profitability guidance and cost saving initiatives Ixonos announced on 16 September 2013 that the forecasted revenue for 2013 will be lower than the earlier guidance range of 40 - 50 MEUR. In the new guidance the Company estimated 2013 revenue to be in the range of 35 - 38 MEUR. As a result of the reduced revenue outlook, EBITDA for the full year was expected to be negative. The reasons for the changed forecast were the following: Project with an Asian operator (based on contract signed in 2012) being delayed and becoming loss-making, strategy changes amongst some other key customers, and weakening market outlook and demand. Ixonos booked a significant loss provision in its Q3 profit and loss statement due to the Asian operator project. Ixonos implemented a set of global cost saving initiatives during the second half of 2013, and as part of this commenced co-operation negotiations with its personnel in Finland on 16 September 2013 for reasons related to production and financial position. Ixonos announced 29 October 2013 that the co-operation negotiations have concluded. As the result of the negotiations it was decided that permanent dismissals and temporary layoffs would affect maximum of 85 persons. In addition it was decided that two-week fixed-term temporary lay-offs would affect up to 12 persons in administration. Decisions of Ixonos Plc's extraordinary general meeting on 30 October 2013 and consecutive decisions by board of directors and new subscription commitments Ixonos released announcement on 30 October about Decisions of Ixonos Plc's extraordinary general meeting and consecutive decisions by board of directors and new subscription commitments. Reverse share split The Extraordinary General Meeting of Ixonos Plc held on 30 October 2013 decided that the number of shares will be reduced without reducing the share capital by conducting a reverse share split where five (5) existing shares are combined into one (1) new share for the purposes laid down in Chapter 15 Section 9 of the Finnish Limited Liability Companies Act and in accordance with the procedure set out therein. Such procedure has been described in more detail in the Company's stock exchange release given on 30 October 2013. The new number of shares of the Company 7,047,825 was entered into the Trade Register. Trading with the consolidated shares begun on 4 November 2013. Ixonos lowered its 2013 revenue guidance on 6 November Ixonos forecasted its revenue for 2013 to be lower than the earlier guidance. The company now estimated 2013 revenue to be at around 34 MEUR level, with +/- 1.5 MEUR possible fluctuation. EBITDA for the full year was expected to be negative. Previous guidance for the 2013 turnover was in the range of EUR 35 - 38 million. EBITDA for the full year was expected to be negative. The main reason for the changed guidance was changes in the outlook for certain projects that the company is currently implementing for an existing Asian operator customer. The company has signed an agreement with the operator regarding potentially bringing an existing fixed-price project (based on contract signed in 2012) to a closure under certain new terms and conditions by the end of 2013. As a consequence, the project revenues were expected to be lower than earlier estimated, and the company also expects other business with the same operator to be at a lower level than earlier forecasted. The secondary reason for the changed guidance was a weakening outlook for the rest of year 2013 in certain other business segments. Ixonos’ securities note was approved The Finnish Financial Supervisory Authority approved on 14 November 2013Ixonos Plc's securities note prepared pursuant to the Finnish Securities Market Act in relation to the Company's rights issue announced on 11 November 2013. The prospectus relating to the Rights Issue comprised of the Securities Note and the registration document dated 17 January 2013. The Registration Document contains information on the Company, its business and its financial position, and the Securities Note contains information on the Rights Issue and a summary of the information contained in the Registration Document and the Securities Note. In addition, the Securities Note contains an update of certain information contained in the Registration Document. Final results of Ixonos' rights issue A total amount of 68,810,534 shares were subscribed for in Ixonos Plc's rights issue that ended on 3 December 2013. A total of 62,459,562 shares were subscribed for with subscription rights representing approximately 80.6 per cent of the maximum amount of shares offered in the Rights Issue. A total of 6,350,972 shares were subscribed for in the secondary subscription without subscription rights, of which subscriptions for 2,212,970 shares were made by Turret Oy Ab based upon an underwriting commitment. The subscriptions amounted thus to approximately 88.8 per cent of the maximum amount of shares offered in the Rights Issue. The gross proceeds raised by Ixonos in the Rights Issue were EUR 4.82 million. Following the registration of the new shares in the Finnish Trade Register, the number of Ixonos' shares amounted to 75,858,359 shares. All shares subscribed for in the Rights Issue were fully paid for. Changes in the Management Team During the review period the following changes have taken place: -- Esa Harju took up his duties as President and CEO on 1 January 2013. -- CFO Timo Leinonen left the company on 22 January 2013. -- New CFO Teppo Talvinko took up his duties on 1 February 2013. -- Vice President Pasi Iljin left the company on 11 April 2013. -- Bo LÖnnqvist was appointed as the new head of Connect Devices business unit, as of 1 July 2013. -- Satu Roininen was appointed head of Human Resources, as of 8 July 2013. -- Senior Vice President Timo Kaisla left the company on 31 December 2013. EVENTS AFTER THE FINANCIAL PERIOD Ixonos is making its operational structure more efficient by closing its Denmark office during spring 2014. Solution Creation organization will centralize its operations to its sites in Finland and Slovakia. Ixonos announced on 18 February a new option plan for the years 2014 – 2018. The aggregate number of stock options is 5,000,000. Each option entitles its holder to subscribe for one new or treasury share in Ixonos Plc. The stock options will be offered to the global management team and certain key personnel of Ixonos Plc and its subsidiaries for the purpose of improving commitment and motivation. RISK MANAGEMENT AND NEAR-FUTURE UNCERTAINTY FACTORS Ixonos Plc’s risk management aims to ensure undisturbed continuity and development of the company’s operations, support attainment of the commercial targets set by the company and promote increasing company value. Details on the risk management organisation and process as well as on recognised risks are presented on the company’s website at www.ixonos.com. Changes in key customer accounts may have adverse effects on Ixonos’ operations, earning power and financial position. Should a major customer switch its purchases from Ixonos to its competitors or make forceful changes to its own operating model, Ixonos would have limited ability to acquire, in the short term, new customer volume to compensate for such changes. Part of the company’s business operations is based on fixed-price project deliveries. Fixed-price projects may include risks related to their duration and content. These risks are being managed by means of contract management as well as project management. The reduction and rationalisation of the company’s operations causes one-time expenses, such as redundancy payments in various countries. This increases the company’s need for short-term financing. The company manages this need by creating, together with financiers, adequate buffers to ensure sufficient funds as well as by facilitating the circulation of working capital. The company’s balance sheet also includes a significant amount of goodwill, which may still be impaired should internal or external factors reduce the profit expectations of the company’s cash flow. Goodwill is tested during the final quarter of each year and, if necessary, at other times. The company’s financial agreements have covenants attached to them. A covenant breach may increase the company’s financial expenses or lead to a call for swift partial or full repayment of non-equity loans. The main risks related to covenant breaches are associated with operating profit fluctuation due to the market situation and with a potential need to increase the company’s working capital through non-equity funding. The company manages these risks by negotiating with financiers and by maintaining readiness for various financing methods. The company’s working capital is not sufficient to fund the company’s operations over the next twelve months. Although the company considers that it will be able to cover its need for working capital over the next twelve months through various means, there is no guarantee that the company will be able to ensure sufficient working capital under all circumstances. A shortage of working capital may have a substantial adverse effect on the company’s operations, result and financial position. LONG-TERM GOALS AND STRATEGY In the long term, Ixonos aims to achieve an operating profit of at least 10 per cent. To reach its long-term goals, Ixonos focuses its strategy on deepening the company’s product, solution and service operations as well as on new accounts in selected industries. In accordance with its strategy, Ixonos continues to strengthen and expand its customer base by focusing on offering products, solutions and services in particular for industrial companies, media companies, retailers and brands, organisation IT and ISVs, and to other customers in Finland as well as internationally. FUTURE PROSPECTS - The turnover for the 2014 is expected to be in a range of EUR 26 – 34 million and EBITDA is expected to be positive. NEXT REPORTS The interim report for the period 1 January – 31 March 2014 will be published on 25 April 2014. IXONOS PLC Board of Directors For more information, please contact: Ixonos Plc - Esa Harju, President and CEO, tel. +358 40 844 3367, esa.harju@ixonos.com - Teppo Talvinko, CFO, tel. +358 40 715 3660, teppo.talvinko@ixonos.com Distribution: NASDAQ OMX Helsinki Main media THE IXONOS GROUP ABBREVIATED FINANCIAL STATEMENTS 1 January – 31 December 2013 Accounting policies This financial statement bulletin has been prepared in accordance with IAS 34 (Interim Financial Reporting) and the accounting policies for the annual financial statement of 31 December 2012. The IFRS amendments and interpretations that entered into force on 1 January 2013 have not affected the consolidated financial statements. Preparing the financial statements in accordance with IFRS requires Ixonos’ management to make estimates and assumptions that affect the amounts of assets and liabilities on the balance sheet date as well as the amounts of income and expenses for the financial period. In addition, judgment must be used in applying the accounting policies. As the estimates and assumptions are based on views prevailing at the time of releasing the interim report, they involve risks and uncertainty factors. Actual results may differ from estimates and assumptions. The figures in the income statement and balance sheet are consolidated. The consolidated balance sheet includes all group companies as well as Ixonos Management Invest Oy, a company owned by members of Ixonos’ management. The original interim report is in Finnish. The interim report in English is a translation of the original report. As the figures in the report have been rounded, sums of individual figures may differ from the sums presented. The financial statement bulletin is unaudited. Going Concern This interim report has been made according to the going concern principle taking into account the planned financial arrangements, new strategy and financial estimations made up to the end of year 2014. The estimations take into consideration probable or foreseeable changes in future expectations in revenues as well as costs. There have been significant challenges after the company's most significant client changed its strategy during years 2011-2012. The profitability has been negative, even though the company has adopted its operations to meet significantly lower cost level and gained new customers. The company has further re-scoped its costs and this will continue. The company has taken and takes also further actions to reduce the level of fixed costs like site and office related costs. The ongoing cost saving actions will improve the cost structure and profitability during the Q4 2013 and 2014. The company has renewed its strategy during the 2013 and selected the customer focus segments where mobile internet technology is seen to change the earning fundamentals of Ixonos' target customer segments. The company views, that Ixonos' core competence has a great growth potential in the selected segments. The company views, that it must ensure additional financing in order to be able to finance its operations and to repay its debts over the next 12 months. Ixonos takes further actions to strengthen its balance sheet and to assure sufficient amount of working capital. The sufficient level of working capital and ability to continue as going concern is subject to realization of sufficient equity type financing or loan financing as well as realization of the company's estimations concerning the financial performance in 2014. If the above measures do not occur as planned, this may result a shortage of working capital, premature payback of loans with covenants and difficulties to continue company's operations during the following 12 months. Deferred tax assets The company has deferred tax assets MEUR 4.5 of which MEUR 3.9 arises from Finnish companies from year 2012. According to the current tax regulations in Finland, Ixonos has time to utilize tax assets up to 2022. The company views that it is going concern and it has sufficient possibilities with normal business assumptions to utilize the tax assets in the future. The subsidiary in United Kingdom carries MEUR 0.5 deferred tax assets. The subsidiary was established in October 2011. Ramping up the company, customer base and its operations causes additional costs compared to the normal operating mode which is considered to be achieved at the end of 2013. The subsidiary in UK is part of Ixonos' new, design oriented strategy. The validity of deferred tax assets in UK has no time limit. Ixonos views that the subsidiary has probable possibilities to utilize tax assets during the time. CONSOLIDATED INCOME STATEMENT, EUR 1,000 1.1.–31.1 1.1.–31.1 Change, 1.10.–31.1 1.10.–31.1 2.2013 2.2012 per cent 2.2013 2.2012 -------------------------------------------------------------------------------- Turnover 33 397 56 852 -41,3 7 009 12 786 -------------------------------------------------------------------------------- Operating expenses -45 197 -69 696 -35,4 -9 537 -16 060 -------------------------------------------------------------------------------- OPERATING PROFIT BEFORE -11 799 -13 117 -10,0 -2 528 -3 273 GOODWILL IMPAIRMENT -------------------------------------------------------------------------------- Goodwill impairment -1 600 -11 200 -85,7 -2 000 -------------------------------------------------------------------------------- OPERATING PROFIT -13 399 -24 317 -44,9 -2 528 -5 273 -------------------------------------------------------------------------------- Financial income and -890 -700 27,1 -286 -309 expenses -------------------------------------------------------------------------------- Profit before tax -14 289 -25 018 -42,9 -2 814 -5 582 -------------------------------------------------------------------------------- Income tax 1 854 3 043 -39,1 -265 1 162 -------------------------------------------------------------------------------- PROFIT FOR THE PERIOD -12 435 -21 975 -43,4 -3 080 -4 420 -------------------------------------------------------------------------------- Attributable to: -------------------------------------------------------------------------------- Equity holders of the -12 511 -21 948 -43,0 -3 079 -4 415 parent -------------------------------------------------------------------------------- Non-controlling 75 -27 375.4 -1 -5 interests -------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, EUR 1,000 Profit for the period -12 435 -21 975 -43.4 -3 080 -4 420 ---------------------------------------------------------------------------- Other comprehensive income ---------------------------------------------------------------------------- Change in translation difference -5 -11 -15 5 ---------------------------------------------------------------------------- COMPREHENSIVE INCOME FOR THE PERIOD -12 441 -21 986 -3 095 -4 415 ---------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF FINANCIAL POSITION, EUR 1,000 ASSETS 31.12.2013 31.12.2012 --------------------------------------------------------------------------- NON-CURRENT ASSETS --------------------------------------------------------------------------- Goodwill 10 847 12 447 --------------------------------------------------------------------------- Other intangible assets 1 584 2 646 --------------------------------------------------------------------------- Property, plant and equipment 2 106 3 410 --------------------------------------------------------------------------- Deferred tax assets 4 517 2 780 --------------------------------------------------------------------------- Available-for-sale investments 14 19 --------------------------------------------------------------------------- TOTAL NON-CURRENT ASSETS 19 069 21 303 --------------------------------------------------------------------------- CURRENT ASSETS --------------------------------------------------------------------------- Trade and other receivables 6 278 11 551 --------------------------------------------------------------------------- Cash and cash equivalents 496 477 --------------------------------------------------------------------------- TOTAL CURRENT ASSETS 6 774 12 028 --------------------------------------------------------------------------- TOTAL ASSETS 25 843 33 331 --------------------------------------------------------------------------- --------------------------------------------------------------------------- EQUITY AND LIABILITIES 31.12.2013 31.12.2012 --------------------------------------------------------------------------- SHAREHOLDERS’ EQUITY --------------------------------------------------------------------------- Share capital 585 585 --------------------------------------------------------------------------- Share premium reserve 219 219 --------------------------------------------------------------------------- Invested non-restricted equity fund 28 794 20 247 --------------------------------------------------------------------------- Retained earnings -13 664 8 214 --------------------------------------------------------------------------- Profit for the period -12 511 -21 948 --------------------------------------------------------------------------- Equity attributable to equity holders of the parent 3 423 7 317 --------------------------------------------------------------------------- Non-controlling interests 247 172 --------------------------------------------------------------------------- TOTAL SHAREHOLDERS’ EQUITY 3 670 7 489 --------------------------------------------------------------------------- LIABILITIES --------------------------------------------------------------------------- Non-current liabilities 546 1 521 --------------------------------------------------------------------------- Current liabilities 21 626 24 320 --------------------------------------------------------------------------- TOTAL LIABILITIES 22 173 25 841 --------------------------------------------------------------------------- TOTAL EQUITY AND LIABILITIES 25 843 33 331 --------------------------------------------------------------------------- STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY, EUR 1,000 A: Share capital B: Share premium reserve C: Share Issue D: Invested non-restricted equity fund E: Translation difference F: Retained earnings G: Total equity attributable to equity holders of the parent H: Non-controlling interests I: Total equity A B C D E F G H I -------------------------------------------------------------------------------- Shareholders’ equity 585 219 0 20 313 86 8 045 29 248 200 29 448 at 1 January 2012 -------------------------------------------------------------------------------- Profit for the period -21 948 -21 959 -28 21 986 -------------------------------------------------------------------------------- Other comprehensive income: -------------------------------------------------------------------------------- Change in translation -11 -11 -11 difference -------------------------------------------------------------------------------- Transactions with shareholders: -------------------------------------------------------------------------------- Share issue -------------------------------------------------------------------------------- Expenses for equity -66 -66 -66 procurement -------------------------------------------------------------------------------- Share-based 93 93 93 remuneration -------------------------------------------------------------------------------- Shareholders’ equity 585 219 0 20 247 75 -13 810 7 317 172 7 489 at 31 December 2012 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Shareholders’ equity 585 219 0 20 247 75 -13 810 7 317 172 7 489 at 1 January 2013 -------------------------------------------------------------------------------- Profit for the period -12 511 -12 511 75 -12 436 -------------------------------------------------------------------------------- Other comprehensive income: -------------------------------------------------------------------------------- Change in translation -5 -5 -5 difference -------------------------------------------------------------------------------- Transactions with shareholders: -------------------------------------------------------------------------------- Share issue 9 045 9 045 9 045 -------------------------------------------------------------------------------- Expenses for equity -498 -498 -498 procurement -------------------------------------------------------------------------------- Share-based 75 75 75 remuneration -------------------------------------------------------------------------------- Shareholders’ equity 585 219 0 28 794 70 -26 246 3 423 247 3 670 at 31 December 2013 -------------------------------------------------------------------------------- CONSOLIDATED CASH FLOW STATEMENT, EUR 1,000 1.1.–31.12.2 1.1.–31.12.2 013 012 -------------------------------------------------------------------------------- Cash flow from operating activities -------------------------------------------------------------------------------- Profit for the period -12 435 -21 975 -------------------------------------------------------------------------------- Adjustments to cash flow from operating activities -------------------------------------------------------------------------------- Income tax -1 854 -3 043 -------------------------------------------------------------------------------- Depreciation and impairment 4 385 16 823 -------------------------------------------------------------------------------- Financial income and expenses 890 700 -------------------------------------------------------------------------------- Other adjustments -78 -13 -------------------------------------------------------------------------------- Change in provisions -979 1 066 -------------------------------------------------------------------------------- Cash flow from operating activities before change in -10 071 -6 441 working capital -------------------------------------------------------------------------------- Change in working capital 782 6 491 -------------------------------------------------------------------------------- Interest received 288 79 -------------------------------------------------------------------------------- Interest paid -1 004 -796 -------------------------------------------------------------------------------- Tax paid 326 -372 -------------------------------------------------------------------------------- Net cash flow from operating activities -9 680 -1 039 -------------------------------------------------------------------------------- Cash flow from investing activities -------------------------------------------------------------------------------- Investments in tangible and intangible assets -461 -1 275 -------------------------------------------------------------------------------- Dividends received 0 4 -------------------------------------------------------------------------------- Net cash flow from investing activities -461 -1 271 -------------------------------------------------------------------------------- Net cash flow before financing -10 141 -2 310 -------------------------------------------------------------------------------- Cash flow from financing activities -------------------------------------------------------------------------------- Increase in long-term borrowings 0 4 415 -------------------------------------------------------------------------------- Repayment of long-term borrowings -800 -1 920 -------------------------------------------------------------------------------- Increase in short-term borrowings 5 500 588 -------------------------------------------------------------------------------- Repayment of short-term borrowings -3 002 -1 740 -------------------------------------------------------------------------------- Proceeds from share issue 9 045 0 -------------------------------------------------------------------------------- Expenses for equity procurement -584 -18 -------------------------------------------------------------------------------- Net cash flow from financing activities 10 160 1 325 -------------------------------------------------------------------------------- Change in cash and cash equivalents 19 -989 -------------------------------------------------------------------------------- Liquid assets at the beginning of the period 477 1 466 -------------------------------------------------------------------------------- Liquid assets at the end of the period 496 477 -------------------------------------------------------------------------------- Notes Goodwill impairment Ixonos made impairment test for goodwill as at 31 December and 30 September 2013. Impairment test carried out on 31 December showed surplus of EUR 3.6 million in discounted cash flow compared to tested amount. The carrying amount of goodwill is EUR 10.8 million. In the impairment test carried out in September, the company recognized an impairment loss of EUR 1.6 million. The company has shortened the forecasting period used in value in use calculation from five to four years. This is due to a point of view that the space of change has increased in the business environment of Ixonos. The company has initiated a strategy process during the year 2013 to re-evaluate its business model. In the old business model use in 31 December 2012 there were two cash generating units, Online Solutions and Connected Devices. The old business model was based on services provided. In the new business model implemented in 2013 the Company has been reorganised into on cash generating unit. Based on new strategy the Company has one common Sales & Marketing function and common production and product development functions. These functions will serve all chosen customers. The company prepares its budgets and forecasts as one cash generating unit. The impairment test of the Company is based on value in use. The forecasting period used in impairment testing as at 31 December 2013 included forecasted years 2014-2017. The impairment test is done by comparing the carrying value of assets to present value of future cash flow taking into consideration forecasted cash flows during the forecast period, discount factor and growth rate used in calculating terminal value. The discount factor used is 12 per cent p.a. and growth rate use in calculating terminal value is 1 per cent p.a. These are the same as use in goodwill impairment testing for year-end 2012. The impairment test is the most sensitive to growth rate used when calculating the terminal value and discount factor. If the growth rate had been lowered to 0.0 per cent instead of 1 per cent, the discounted cash flows have shoved surplus of EUR 2.6 million. If the discount factor had been 15 per cent instead of 12 per cent, it would have resulted in equal value of discounted cash flows and tested amount. Loan covenants Loans granted by the company's financiers have covenants attached. Should the company not be within the limits of a covenant, the financiers are entitled to call in the loans to which that covenant applies. The covenant levels are adjusted semi-annually on a rolling twelve-month basis. Depending on the point in time, the equity ratio must be at least 35 per cent. For some loans, the ratio of interest-bearing liabilities (i.e. interest-bearing liabilities in the balance sheet, including leasing liabilities) to operating profit may not exceed 2.5 on 30 June 2013 onward. The ratios of interest-bearing liabilities to operating profit as well as the ratio of interest-bearing net liabilities to operating profit are calculated based on IFRS principles. The amount of those financing loans that included covenants had a capital of EUR 6.4 million on 31 December 2013 (31 December 2012: EUR 7.6 million). On 31 December 2013 the company's equity ratio was 13.2 percent (2012: 22.5 percent) and the ratio of interest-bearing liabilities and the operating profit was negative (2012: negative). Thus, the company does not fulfil the covenant terms on 31 December 2013 and the loans under convent agreements are presented as short-term current liabilities. However, the company has received releasing covenant statements from its financiers until 31 December 2014. Instalment scheme for borrowings under covenants Period Amount of instalment EUR 1,000 01.01. - 31.12.2014 1,974 01.01. - 31.12.2015 1,621 01.01. - 31.12.2016 1,621 01.01. - 31.12.2017 1,229 CONSOLIDATED INCOME STATEMENT, QUARTERLY, EUR 1,000 Q4/2013 Q3/2013 Q2/2013 Q1/2013 Q4/2012 1.10.–31. 1.7.–30.9 1.4.-30.6 1.1.–31.3 1.10.– 12.13 .13 .13 .13 31.12.1 2 -------------------------------------------------------------------------------- Turnover 7 009 5 477 10 112 10 799 12 786 -------------------------------------------------------------------------------- Operating expenses -9 537 -11 972 -10 973 -12 715 -16 060 -------------------------------------------------------------------------------- OPERATING PROFIT BEFORE -2 528 -6 494 -861 -1 916 -3 273 GOODWILL IMPAIRMENT -------------------------------------------------------------------------------- Goodwill impairment 0 -1 600 0 0 -2 000 -------------------------------------------------------------------------------- OPERATING PROFIT -2 528 -8 094 -861 -1 916 -5 273 -------------------------------------------------------------------------------- Financial income and -286 -248 -257 -99 -309 expenses -------------------------------------------------------------------------------- Profit before tax -2 814 -8 343 -1 117 -2 015 -5 582 -------------------------------------------------------------------------------- Income tax -266 1 550 183 386 1 162 -------------------------------------------------------------------------------- PROFIT FOR THE PERIOD -3 080 -6 793 -934 -1 629 -4 420 -------------------------------------------------------------------------------- CHANGES IN FIXED ASSETS, EUR 1,000 Goodwil Intangibl Property, plant Available-for-s Total l e assets and equipment ale investments -------------------------------------------------------------------------------- Carrying amount 23 647 5 138 3 391 110 32 286 at 1 January 2012 -------------------------------------------------------------------------------- Additions 1 074 2 083 3 157 -------------------------------------------------------------------------------- Changes in -1 -1 exchange rates -------------------------------------------------------------------------------- Disposals and -5 -91 -96 transfers -------------------------------------------------------------------------------- Impairment -11 200 -11 200 -------------------------------------------------------------------------------- Depreciation for -3 566 -2 057 -5 623 the period -------------------------------------------------------------------------------- Carrying amount 12 447 2 647 3 411 19 18 523 at 31 December 2012 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Carrying amount 12 447 2 647 3 411 19 18 523 at 1 January 2013 -------------------------------------------------------------------------------- Additions 63 395 458 -------------------------------------------------------------------------------- Changes in -2 -2 exchange rates -------------------------------------------------------------------------------- Disposals and -38 -5 -43 transfers -------------------------------------------------------------------------------- Impairment -1 600 -1 600 -------------------------------------------------------------------------------- Depreciation for -1 125 -1 660 -2 785 the period -------------------------------------------------------------------------------- Carrying amount 10 847 1 585 2 106 14 14 551 at 31 December 2013 -------------------------------------------------------------------------------- FINANCIAL RATIOS 1.1.–31.12.2013 1.1.–31.12.2012 ----------------------------------------------------------------------------- Earnings per share, diluted, EUR -0.65 -2.13 ----------------------------------------------------------------------------- Earnings per share, EUR -0.65 -2.13 ----------------------------------------------------------------------------- Equity per share, EUR 0.05 0.48 ----------------------------------------------------------------------------- Operating cash flow per share, diluted, EUR -0.51 -0.10 ----------------------------------------------------------------------------- Return on investment, per cent -70.2 -81.6 ----------------------------------------------------------------------------- Return on equity, per cent -231.6 -119.0 ----------------------------------------------------------------------------- Operating profit / turnover, per cent -40.1 -42.8 ----------------------------------------------------------------------------- Net gearing, per cent 402.2 162.0 ----------------------------------------------------------------------------- Equity ratio, per cent 13.2 22.5 ----------------------------------------------------------------------------- EBITDA, 1000 EUR -9 014 -7 494 ----------------------------------------------------------------------------- OTHER INFORMATION 1.1.– 1.1.– 31.12.2013 31.12.2012 --------------------------------------------------------------------- PERSONNEL 505 824 Employees, average --------------------------------------------------------------------- Employees, at the end of the period 442 610 --------------------------------------------------------------------- --------------------------------------------------------------------- COMMITMENTS, EUR 1,000 31.12.2013 31.12.2012 --------------------------------------------------------------------- Collateral for own commitments --------------------------------------------------------------------- Corporate mortgages 23 300 19 800 --------------------------------------------------------------------- --------------------------------------------------------------------- Leasing and other rental commitments --------------------------------------------------------------------- Falling due within 1 year 2 277 2 726 --------------------------------------------------------------------- Falling due within 1–5 years 3 293 3 408 --------------------------------------------------------------------- Falling due after 5 years 0 243 --------------------------------------------------------------------- Total 5 570 6 377 --------------------------------------------------------------------- --------------------------------------------------------------------- Nominal value of interest rate swap agreement --------------------------------------------------------------------- Falling due within 1 year 0 0 --------------------------------------------------------------------- Falling due within 1–5 years 4 941 5 270 --------------------------------------------------------------------- Falling due after 5 years 0 0 --------------------------------------------------------------------- Total 4 941 5 270 --------------------------------------------------------------------- Fair value -47 -87 --------------------------------------------------------------------- CALCULATION OF KEY FIGURES Diluted earnings per share = profit for the period / number of shares, adjusted for issues and dilution, average Earnings per share = profit for the period / number of shares, adjusted for issues, average Shareholders’ equity per share = shareholders’ equity / number of shares, undiluted, on the closing date Cash flow from operating activities, per share, diluted = net cash flow from operating activities / number of shares, adjusted for issues and dilution, average Return on investment = (profit before taxes + interest expenses + other financial expenses) / (balance sheet total - non-interest-bearing liabilities, average) × 100 Return on equity = net profit / shareholders’ equity, average × 100 Gearing = (interest-bearing liabilities – liquid assets) / shareholders’ equity × 100 Copyright © 2014 OMX AB (publ).


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