Proha Plc Stock Exchange Bulletin March 14, 2002 11.25 am
PROHA PLC FINANCIAL STATEMENTS JANUARY 1 - DECEMBER 31, 2001
- Earnings before financial expenses, taxes, and depreciation
(EBITDA) excluding the effect of Opus360 Corporation transaction
was EUR 0.5 million, which is EUR 0.5 million more than
anticipated.
- Net sales were EUR 82.8 million, growth compared to the
financial year 2000 (EUR 36.1 million) was 129%.
- Group's cash assets on December 31, 2001 were EUR 7.0 million,
increase compared to the year 2000 (EUR 6.0 million) was EUR 1.0
million.
- Earnings before financial expenses, taxes, and depreciation
(EBITDA) was EUR -4.4 million, against EUR 3.8 million in 2000.
The result includes the negative effect of the Opus360
Corporation transaction, approximately EUR -4.9 million.
- Restructuring of Opus360 Corporation was concluded. The
process is not expected to generate more than EUR 2.0 million of
additional costs for the current financial year.
- Result before taxes was EUR -7.2 million, against EUR 1.5
million in 2000.
- Product development expenses of strategic products were EUR
11.6 million, of which EUR 11.2 million was entered as expense.
As a result of the product development, PortfolioDirector, a new
Artemis product for strategic management, was introduced
globally in the fall 2001.
- Due to uncertain general economic situation, Proha's budget
for the financial year 2002 is based on profitability without growth.
However, a 20% growth in net sales is set as a sales target.
- Result for the first quarter in 2002 (EBITDA) is expected to
exceed the budget and be slightly positive. Because of seasonal
fluctuations, the result is anticipated to improve during the
last quarter.
NET SALES AND RESULT
Proha is a global software company focusing on maximizing its
customers' business performance by providing management
solutions. The Proha Group's net sales in 2001 increased by 129%
to EUR 82.8 million (EUR 36.15 million in 2000). Earnings before
financial expenses, taxes, and depreciation (EBITDA) stood at
EUR -4.4 million (EUR 3.8 million in 2000).
Net sales include approximately EUR 1.0 million revenue
recognition from Germany and Italy that in accordance with the
Finnish and local accounting principles must be entered as
income. However, in accordance with the US accounting principles
revenue recognition cannot be entered as income until the sum is
paid into the company's account. The difference is due to
different contractual usage.
Operating loss was EUR -6.1 million, against operating profit of
EUR 1.9 million in 2000. Result before appropriations and taxes
was EUR -7.2 million (EUR 1.5 million in 2000), which is -8.7%
of net sales. Earnings per share amounted to EUR -0.20 (EUR 0.03
in 2000).
Net sales and EBITDA by business area, EUR 1000
Business Area Net sales EBITDA %
Artemis companies
(Project Management) 79,833.6 -1,263.3 -1.6
Accountor companies
(Financial Management) 5,091.3 -93.3 -1.8
Intellisoft companies
(Internet Technologies) 2,081.5 -186.5 -9.0
Other areas 2,261.8 -1,543.2 -73.8
Eliminations -6,425.2 -1,181.4
Total 82,843.0 -4,394.5 -5.3
FINANCING AND INVESTMENTS
At the end of the year, the balance sheet total was EUR 54.4
million, compared to EUR 55.7 million in 2000. Cash items and
short term investments stood at EUR 7.0 million, against EUR 6.0
million in 2000. The Quick Ratio was 0.91, compared to 1.12 in
2000.
The Group's gross investments were EUR 3,3 million. The product
development expenses of strategic products totaled EUR 11.6
million, of which EUR 11.2 million was entered as expense.
Interest-bearing liabilities were equivalent to 9.7% of the
Group's total capital at the end of the year (6.6% in 2000).
PRODUCT DEVELOPMENT
A total of 14.0% of the Group's net sales was invested in the
development of strategic products. In addition, tactical
products were developed regionally. The development of these
products was partly carried out as customer projects. The
development expenses of all tactical products were entered as
expense.
PortfolioDirector (TM), a new Artemis product for investment
portfolio management, was launched globally in the fall 2001.
This product expands Artemis' product offering to strategic
management. The first PortfolioDirector (TM) deal was made
earlier than expected, already in December 2001. Several pilot
projects were also launched.
Artemis ViewPoint was introduced in November 2001. The first
deliveries will take place in April 2002.
During the spring 2002, Artemis ResourcePlanner will be
introduced.
All new Artemis products are based on Java technology and can be
used on the Internet via Web browsers.
The product development of the WorkForce Procurement and
WorkForce Management applications, received in the Opus360
transaction, was terminated due to a difficult market situation
in the fall 2001.
In the Financial Management business area, the Proha subsidiary
Accountor Oy continued to develop its services into Finance
Department, Personnel Department and Accounting Company concepts
as planned. The major development investments have now been
made.
The most significant application development initiative of
Accountor Oy was the launch of an electronic purchase invoicing
handling ASP service called IAP (Internet Accounting
Partner) Flow. IAP Flow is targeted at large companies which can
attain significant cost savings by automatizing the entire
invoice handling process.
Another Proha subsidiary in the Financial Management business
area, ProCountor International Oy, introduced ProCountor.com, a
Web-based management service in the summer 2001. The main target
group of ProCountor.com are small and medium-sized enterprises.
The number of ProCountor.com users has increased rapidly.
In the Internet Technologies business area, Proha subsidiary
Intellisoft Oy continued to integrate its own and licensed
software according to plan, enabling the rapid growth of the ASP
services in 2002.
BUSINESS ARRANGEMENTS AND CHANGES IN ASSOCIATED COMPANIES
Artemis operations in Asia
In January 2001, Proha acquired the entire share capital of JST
Investment (Asia) Pte Ltd and 25% of the share capital of PMsoft
Korea Ltd. These shares were transfered to Artemis International
Solutions Corporation (former Opus360 Corporation) as part of
the Opus360 transaction.
Holding in the Norwegian Dovre International AS
In February, Proha subsidiary Safran Software Solutions AS
acquired 40% of the share capital of Dovre International AS, a
subsidiary of Dovregruppen AS. Safran also received an option to
purchase the remaining 60% of Dovre's shares between 2003 and
2006. Dovre is a leading Norwegian consulting company
specializing in project management, which has offices in Oslo,
Stavanger, Houston, Baku and Aberdeen.
Opus360 Corporation transaction in the United States
Proha Plc and Opus360 Corporation, a US-based software company,
agreed on a transaction pursuant to which Proha received 80% of
the entire share capital of Opus360 Corporation in exchange for
the Artemis businesses and 19.9% of Proha subsidiaries
Intellisoft Oy and Accountor Oy. The transaction was implemented
in a two-step process on July 31, 2001 and November 20, 2001. As
a result of the transaction, Opus360 Corporation became the
parent company of Proha's Artemis Group. The combined business
operations continue to operate under the name Artemis
International Solutions Corporation. The combination of the
operations was completed during the year 2001.
Withdrawal from the Swiss investment agreement
In December, Proha Plc and the Swiss Sauter Training &
Simulation SA (STS) mutually agreed to withdraw from the
investment agreed upon on January 15, 2001. The withdrawal from
the investment agreement did not affect the global access or
distribution of STS Internet-based training technology as part
of the Proha Group's Artemis products.
Expansion of Accountor services in Finland
In March, Proha subsidiary Accountor Oy, acquired the entire
share capital of the Finnish-based accounting firm
Taloushallinta Oy Tilikolmio. The acquisition expanded the
Accountor IAP services with taxation expert services.
Divestment of LocalEyes Suomi Oy
In June, the Proha Plc sold the rest of its holding in LocalEyes
Suomi Oy to LocalEyes Ltd, a subgroup of the Italian-based Opera
Multimedia S.p.A, at the price of EUR 314,000. A year earlier,
Proha had spun off its localization business to LocalEyes Suomi
Oy, and Opera Multimedia had purchased a 51% holding in the new
company.
SIGNIFICANT AGREEMENTS
Project Management
In April 2001, Proha Group's Norwegian-based associated company,
Dovre International AS, signed an extensive framework agreement
with Norsk Hydro Produksjon Aa. Dovre was selected as Norsk
Hydro's most important supplier of consultants and competence
within Project Management and Supply Chain Management. The
validity of the agreement is 3 years, and it includes an option
to extend the agreement to 9 years.
In May, Artemis International Solutions Corporation announced
four new customer partnerships on the implementation
of project and resource collaboration solutions. The US partners
include USAA (insurance and finance), LockHeed Martin
(aeronautics and defense), The Vermont Agency of Transportation
(transportation), and FuelCell Energy (electrical engineering).
In September, Artemis International Solutions Corporation signed
an agreement with the US-based Intraspect Software, Inc., under
which Artemis will embed Intraspect's collaboration platform in
the Artemis Views products.
In November, Dovre International AS signed a significant
agreement with the Norwegian state-owned oil company Statoil.
Statoil chose Dovre to perform commissioning assistance for the
Mikkel oilfield project. The agreement is valid for 2 years, and
the expected workload is over 10 man-years.
Financial Management
In January 2001, Proha Plc and BasWare Plc signed an agreement
on worldwide cooperation. Under the agreement, Proha offers
Basware's e-Flow PIP purchase invoice processing software and
Target products as an ASP service. Proha's ASP service and BREVe
electronic invoice handling service are combined with Basware's
myeflow.com electronic invoicing service. Proha is also entitled
to sell BasWare's e-Flow PIP and Target products in countries
where these products are available as ASP services.
In January, Proha Plc and Elma Oy Electronic Trading (Elma)
agreed on strategic cooperation under which Proha combines
Elma's electronic invoicing services with its ProCountor.com and
IAP (Internet Accounting Partner) services. Cooperation in the
electronic invoicing field covers Finland and other Nordic
countries. The agreement also includes Elma's automatic
electronic statement transfer service provided to the Finnish
authorities (TYVI).
In February, Proha Plc and SAP Finland Oy signed a strategic
partnership agreement. Pursuant to the agreement, Proha
subsidiary Accountor Oy is the first in Finland to offer
mySAP.com solution as an ASP service. The agreement covers
the entire European Economic Area and Switzerland. The
service is part of Accountor's IAP service.
In May, Proha Plc signed an agreement with Manufacturing Channel
Europe Oy on offering its business management system worldwide
as part of Proha's ProCountor.com and ASP services within the
Financial Management business area. Manufacturing Channel
business management system is an Internet service designed for
manufacturing companies.
OTHER GROUP EVENTS
Group structure
During the spring 2001, the business operations were rearranged
into companies operating within the Group's three business
areas.
Changes in the trading of Artemis shares
The shares of Artemis International Solutions Corporation
(former Opus360 Corporation) were delisted from the Nasdaq
National Market on June 28, 2001. The trading of the shares on
the OTC Bulletin Board (OTCBB) commenced on June 29, 2001.
The new trading symbol of Artemis International Solutions
Corporation on the Nasdag OTCBB markets, AISC, was taken into
use on November 29, 2001. Former trading symbol was OPUS.
PERSONNEL
During the last quarter of 2001, the number of personnel in the
Proha Group decreased worldwide by 79 employees, mostly in the
United States (42 employees) due to the combination of Opus360
Corporation and Artemis operations. At the end of 2001, the
number of employees in the Proha Group was 638, compared to 634
in 2000. Staff expenses were EUR 49.2 million (EUR 17.3 million
in 2000), 59.4% of net sales (41.7% in 2000). At the end of
2001, 507 people worked in the area of Project Management, 95 in
Financial Management, and 36 in Internet Technologies. The
number of employees in Finland was 231, while 407 worked abroad.
The average number of personnel in 2001 was 690.
CHANGES IN THE SHARE CAPITAL
On January 1, 2001 the Company share capital was EUR
13,702,032.50 and the number of Company shares was 52,700,125.
The number of shares and the share capital changed during the
year 2001 as follows:
Change (shares) Change (EUR) Reason
05.1. +278,275 +72,351.50 PMsoft Asia
18.1. +36,130 +9,393.80 PMsoft Korea
15.8. -1,960,180 -509,646.80 Cancellation of shares
On December 31, 2001 the number of shares was 51,054,350 and the
share capital was EUR 13,274,131.00.
On February 1, 2002 the share capital was increased by EUR
211,359.20 (812,920 shares) in the directed issues to the
shareholders of the German Artemis International GmbH and the
Norwegian Safran Software Solutions AS. The share capital after
the increases is EUR 13,485,490.20, and the number of shares is
51,867,270.
AUTHORIZATION TO ISSUE SHARES
On December 17, 2001, the Proha Board of Directors was
authorized by the Extraordinary General Meeting to decide on
increasing the share capital through one or more new
subscriptions having a total combined value of a maximum of
10,000,000 new shares, each share having a book parity of EUR
0.26. On the basis of this authorization, the Company's share
capital can be increased by a maximum of EUR 2,600,000.
After the directed issues to the shareholders of the Norwegian
Safran Software Solutions AS and the German Artemis
International GmbH in January 2002 (a total of 812,920 new
shares), the number of unused shares is 9,187,080 (EUR
2,388,640.80). The authorization is valid until December 16,
2002.
INCENTIVE SYSTEM FOR PERSONNEL
At the beginning of 2001, the incentive system for personnel
consisted of two valid option programs. The option program for
1999 entitles to subscribe a total of 303,050 Proha Plc shares
with a subscription period of January 2, 2001 - January 2, 2003.
The subscription price is EUR 1.60. The option program for 2000
entitles to subscribe a total of 975,000 Proha Plc shares with a
subscription period of December 1, 2001 - December 1, 2004. The
subscription price is EUR 2.94.
In 2001, stock options were offered to the personnel of the
Proha Group and the members of the Proha Board of Directors in
two steps. A total of 19,441,000 stock options were issued,
entitling to a total of 1,944,100 Proha Plc shares with a
subscription period of February 4, 2002 - February 4, 2006. The
subscription price is EUR 1.35.
The option issue was based on the authorization of the
Extraordinary General Meeting to the Board of Directors on
December 13, 2000 to increase the Company share capital by a
maximum of EUR 520,000 by issuing a maximum of 20,000,000 stock
options that entitle to a subscription of 2,000,000 shares in
accordance with the terms and conditions of the option issue.
The authorization is no longer valid.
TRADING ON THE HELSINKI STOCK EXCHANGE
The number of registered shareholders of Proha Plc totaled 3,793
at the end of the financial year 2001. During the year 2001, the
share price was EUR 0.27 at its lowest and EUR 3.15 at its
highest. Market capitalization was approximately EUR 19.9
million at the end of 2001.
CORPORATE GOVERNANCE
Proha Plc is managed by the CEO and the Board of Directors. The
President and CEO is Pekka Pere and the Chairman of the Board is
Olof Ödman. The other members of the Board of Directors are
James A. Cannavino (as of July 30, 2001), Klaus Cawén, Alec
Gores, Ari Horowitz (as of July 30, 2001), Peter Schwartz (as of
July 30, 2001), and Steven Yager. Mr. Pekka Mäkelä resigned from
the Board on July 30, 2001.
The Company's ordinary auditor is KPMG Wideri Oy Ab, with Mr.
Reino Tikkanen, APA, as the auditor in charge.
The President and CEO of Artemis International Solutions
Corporation in the United States is in charge of the Project
Management business area worldwide. In 2001, the President and
CEO was Steven Yager. As of January 25, 2002 the President and
CEO is Michael J. Rusert. Proha Plc owns 80% Artemis shares and
votes.
The Managing Director of Accountor Oy, Juha Tommila, is in
charge of the Financial Management business area. The Managing
Director of Intellisoft Oy, Raimo Vaalasranta, is in charge of
the Internet Technologies business area. Mr. Tommila and Mr.
Vaalasranta report to Mr. Pekka Pere.
Proha Plc follows the insider guidelines of the Helsinki Stock
Exchange.
DECISIONS OF THE GENERAL MEETINGS
The Annual General Meeting held on April 4, 2001
- confirmed the 2000 Financial Statements and discharged the
members of the Board of Directors and the CEO from liability for
2000
- approved the Board of Directors' proposal according to which
no dividend is paid from the distributable earnings
- decided to amend Sections 12 and 13 of the Articles of
Association in accordance with the proposal of the Board of
Directors.
"12§ Advance Registration
In order to participate in the general meeting, a shareholder
must register at the company before the registration date and
time specified in the notice of the meeting. Registration can be
determined to end not earlier than ten (10) days before the
meeting."
"13§ Notice of Meeting
The notice of the general meeting must be sent to the
shareholders not earlier than two (2) months and not later than
seventeen (17) days before the meeting by publishing an
announcement of the meeting in at least one Finnish newspaper
designated by the Board of Directors or by sending the notice to
the shareholders by registered mail to the address registered in
the shareholders' register."
Extraordinary General Meeting held on July 30, 2001
The Extraordinary General Meeting of Proha Plc approved the
Board of Directors' proposal for
- the share exchange agreement between Proha Plc and Opus360
Corporation, a US-based software company,
- the cancellation of Proha Plc shares owned by Proha Plc's
subsidiary Artemis Acquisition Corporation,
- amending the Articles of Association,
"6§ Board of Directors
The Board of Directors of the company is composed of no less
than three (3) and no more than eight (8) members. Their term
ends at the end of the first Annual General Meeting following
the election. In the first meeting after the election of the
Board of Directors, the Board appoints one member to be the
Chairman of the Board and another member to be the Vice Chairman
of the Board, whose term lasts until the end of the Annual
General Meeting following the election."
- increasing the number of members in the Board to eight
ordinary members instead of the previous six,
- Mr. Pekka Mäkelä's resignation from the Board of Directors.
The members of the Opus360 Corporation Board of Directors, Ari
Horowitz and James A. Cannavino, as well as Chief Financial
Officer Peter Schwartz were elected as the new members of the
Proha Board of Directors.
Extraordinary General Meeting held on December 17, 2001
The Extraordinary General Meeting of Proha Plc held on December
17, 2001 resolved
- to accept the Board of Directors' proposal for issuing a
maximum of 1,500,000 stock options.
As a result of the subscriptions, the share capital of Proha Plc
can increase by a maximum of 1,500,000 new shares and at the
most by EUR 390,000.
- to authorize the Board to decide on increasing the share
capital with one or more new subscriptions in such a manner that
a maximum of 10,000,000 new shares with a book parity of EUR
0.26 can be subscribed for in the new subscription. On the basis
of this authorization, the share capital can be increased by a
maximum of EUR 2,600,000.
- to approve the special conditions of the stock option plan for
2001 in respect to US employees.
ACCOUNTING PRINCIPLES FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements were prepared in
accordance with the Finnish Accounting Act.
The Group structure was simplified by transfering
Proha's partly-owned Artemis companies to the subsidiaries of
Artemis International Solutions Corporation in line with the
operative structure.
The financial statements of the foreign subsidiaries were
consolidated into the Group in accordance with the Finnish
Accounting Act.
All subsidiaries acquired during the financial year 2001 were
consolidated from the date the responsibility for their
operations was transfered to the Group. Opus360 Corporation, now
Artemis International Solutions Corporation, was consolidated as
of August 1, 2001, although the transaction was completed in a
two-step process. In the participating interests not
consolidated, the Group's holding is less than 20% or the Group
has no significant influence within the company.
Internal shareholdings were eliminated by using the pooling
method, if the conditions for the use of pooling were fulfilled.
JST Investments Ltd and PMsoft Korea, acquired in January 2001,
as well as Opus360 Corporation were consolidated using the
acquisition cost method in accordance with the Statement of the
Finnish Accounting Board, October 1999, by entering the amount
of the issue as acquisition cost. Other internal shareholdings
were eliminated by using the acquisition cost method.
Goodwill is depreciated in 3 years except the goodwill from the
Artemis companies, which is depreciated in 10 years. The
negative goodwill originating from the Opus360 transaction will
be depreciated during 11 months from the date of acquisition.
Amortization of negative goodwill
The negative goodwill of EUR 6.15 million originating from the
Opus360 Corporation transaction will be amortized during 11
months starting from August 1, 2001. In 2001, the amortization
of negative goodwill was EUR 2.8 million.
Depreciation of goodwill
Goodwill for Artemis companies will be depreciated in 10 years
and for other companies in 3 years. In 2001, the depreciation of
goodwill was EUR 1.9 million.
Minority interest of Opus360 Corporation
For the minority shareholders of Opus, a minority interest of
20% is presented separately from the capital and reserves at the
time of the purchase and the result for the period, a total of
EUR 0.6 million.
Fixed assets assessment
The depreciation plan of machinery and equipment was altered
from the previous year. According to plan, the depreciation
period is 3-10 years. Straight-line depreciation is used as a
depreciation method.
Research and development expenses
Research and development expenses were EUR 11.6 million of which
EUR 0.4 million was activated in the balance sheet and EUR 11.2
million was entered as expense.
Company shares
The Group has no Proha Plc shares. The 1,960,180 Proha Plc
shares owned by Artemis Acquisition Corporation at the beginning
of the financial year 2001 were cancelled.
EVENTS AFTER THE FINANCIAL YEAR 2001
The development of the Group structure
At the end of year 2001, Proha began to examine the possibility
to demerge the Group into global Artemis software business and
Nordic software and service business.
The Proha Board of Directors decided to continue to study
various alternatives to develop the Group structure. The study
continues to explore to increase the free float of Artemis
shares in the US-markets and to strengthen the Nordic business
operations. The demerger is not considered the most probable
alternative, and no demerger actions should be expected in the
near future.
Increases in the share capital
In January 2002, Proha acquired the remaining 43.2% share in the
German Artemis International GmbH. In the directed issue, the
shareholders of the German Artemis were offered a total of
312,920 new Proha Plc shares, with a book parity of EUR
81.359,20. This directed issue was in accordance with the
purchase agreement made on September 1, 2000, according to which
Proha acquired 30.8% of the shares of the German Artemis. A
total of 500,370 Proha Plc shares, with a book parity of EUR
130,096.20, were offered in the purchase. The shares were
transfered to Artemis International Solutions Corporation as the
final payment of the share exchange agreement signed between
Proha Plc and Opus360 Corporation on April 11, 2001.
In January 2002, the Proha Board of Directors used the option to
acquire the remaining 40% of the Norwegian Safran Software
Solutions AS (Safran) shares as per purchase agreement of April
6, 2000. In the directed issue, the shareholders of Safran were
offered a total of 500,000 new Proha Plc shares, with a book
parity of EUR 130,000.00. A total of 2,000,000 Proha Plc shares,
with a book parity of EUR 520,000.00, were offered in the
purchase.
Proha sold its investment in Widene Oy
In January 2002, Proha Plc sold its share in Widene Oy, an IT
growth company, in which Proha made a capital investment in
November 2000. The price corresponded to the original investment
and it was not disclosed, since it was such a small part of
Proha's business.
Intellisoft outsourced the server maintenance
In January 2002, Intellisoft decided to subcontract the hosting
and network services to Xenetic Oy. Intellisoft focuses on its
core know-how, the offering of service entities.
Artemis' new President and CEO and Board of Directors
The AISC Board of Directors named Michael J. Rusert as President
and CEO of Artemis International Solutions Corporation as of
January 25, 2002. At the same time, Mr. Rusert was elected as a
Board member. The former President and CEO Steven Yager
continues as a member of the Board. He was also elected as Vice
Chairman of the Board.
Mr. James Cannavino, an Artemis Board member since January 1999,
was elected as Chairman of the AISC Board of Directors. The
other members of the AISC Board of Directors are Klaus Cawén,
Alec Gores, Ari Horowitz, Pekka Pere, Bryan Plug, and Olof
Ödman.
Artemis' partnership agreement with Severn
In February 2002, Artemis International Solutions Corporation
and Severn Consultancy, an international management consultancy,
signed a strategic partnership agreement to sell and implement
Artemis PortfolioDirector into Severn's client base in Europe.
PROSPECTS FOR THE NEAR FUTURE
Due to unceratain general economic situation, Proha's budget for the
financial year 2002 is based on profitability without growth.
However, a 20% growth in net sales is set as a sales target.
Result for the first quarter in 2002 (EBITDA) is expected to exceed
the budget and be slightly positive. Because of seasonal fluctuations,
the result is anticipated to improve during the last quarter.
Espoo
The Board of Directors of Proha Plc
For more information please contact:
PROHA PLC
President and CEO Pekka Pere, tel. +358 (0)20 4362 000
pekka.pere@proha.com
www.proha.com
DISTRIBUTION:
Helsinki Stock Exchange
Major Media
PRESS CONFERENCE
Proha Plc will hold a press conference for the media and
financial analysts at 12.00 am on March 14, 2002 at World Trade
Center, Marskin sali, second floor, address: Aleksanterinkatu
17, Helsinki. Welcome
PROHA GROUP CONSOLIDATED PROFIT AND LOSS ACCOUNT
AND BALANCE SHEET JANUARY 1 - DECEMBER 31, 2001
The figures are unaudited. The audit of Artemis International
Solutions Corporation is not yet completed.
PROHA GROUP CONSOLIDATED PROFIT AND LOSS ACCOUNT,
JANUARY 1 - DECEMBER 31, 2001
PROFIT AND LOSS ACCOUNT 1/01-12/01 1/00-12/00
(EUR 1 000) (EUR 1 000)
Net sales 82 845 36 149
Variation in stock -16 1
Share of results
of associated companies -900 -56
Other operating income 547 2 226
Raw materials and services -13 548 -5 777
Staff expenses -49 188 -17 324
Depreciation and reduction
in value
Depreciation according to plan -2 399 -1 163
Reduction in value of goods
held as non-current assets -167 -1
Depreciation of goodwill -1 965 -711
Amortization of
negative goodwill 2 828 0
Depreciation and reduction
in value total -1 704 -1 874
Other operating charges -24 135 -11 402
Operating profit/loss -6 098 1 943
Financial income and expenses -1 147 -407
Profit/loss before
extraordinary items -7 246 1 537
Extraordinary items 0 0
Profit/loss before
appropriations and taxes -7 246 1 537
Appropriations 0 0
Income taxes -620 -486
Change in deferred
tax liabilities -2 999 0
Profit/loss before
minority interest - 1 051
Minority interest
of the result 781 -126
Other operating charges -1 0
Profit/loss for the financial year -10 085 925
CONSOLIDATED BALANCE SHEET 31.12.2001 31.12.2000
ASSETS
Non-current assets
Intangible assets 17 330 17 520
Tangible assets 3 069 2 885
Investments 2 657 2 706
Non-current assets total 23 056 23 111
Current assets
Stocks 0 145
Non-current debtors 0 361
Current debtors 24 254 26 001
Short-term investments 93 270
Cash in hand and at bank 6 954 5 787
Current assets total 31 301 32 564
ASSETS TOTAL 54 357 55 675
LIABILITIES
Capital and reserves
Share capital 13 274 13 702
Share premium account 3 816 3 107
Retained earnings (loss) 2 522 1 606
Translation difference 2 887 1 301
Profit/loss
for the financial year -10 085 925
Capital loan 187 187
Capital and reserves total 12 601 20 828
Minority interest 1 125 325
Provisions 824 468
Appropriations 1 0
Negative goodwill 3 544 0
Creditors
Non-current creditors 1 901 5 173
Current creditors 34 362 28 880
Creditors total 36 263 34 053
LIABILITIES TOTAL 54 357 55 675
KEY RATIOS OF THE PROHA GROUP 1/01-12/01
1/01-12/01 1/00-12/00
Net sales (EUR 1000) 82 845 36 149
EBITDA* -4 394 3 817
% of net sales -5.3 10.6
Operating profit/loss (EUR 1000) -6 098 1 943
% of net sales -7.4 5.4
EBIT** -6 098 1 943
% of net sales -7.4 5.4
Result before appropriations
and taxes -7 246 1 537
% of net sales -8.7 4.3
Result for the financial year -10 085 925
% of net sales -12.2 2.6
1) Weighted number of
shares (split adjusted) 51 049 618 31 707 249
1) Earnings per share, EUR -0.20 0.03
2) Number of shares 51 054 350 50 739 945
at the end of period
2) Equity per share, EUR 0.24 0.41
3) Number of shares diluted by
stock options 51 049 618 32 057 323
3) Earnings per share, EUR -0.20 0.03
Personnel at the end of the year 638 634
Average personnel 690 249
*Earning before financial expenses, taxes and depreciation
**Earnings before financial expenses and taxes
NET SALES BY COUNTRY IN 2001
United States 33.2%
Finland 19.2%
Great Britain 12.1%
France 9.9%
Japan 9.2%
Italy 8.1%
Germany 4.3%
Singapore 1.9%
Norway 1.1%
Korea 0.9%
Hong Kong 0.1%
NET SALES BY PRODUCT TYPE IN 2001
One time licence 21.3%
Recurring licence 23.5%
Services 52.2%
Other 3.0%
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