Suominen Corporation’s Financial Statements Release for January 1–December 31, 2020: Record year in both net sales and profitability
Suominen Corporation Financial Statements Release on February 4, 2021 at 9:30 a.m. (EET)
Suominen Corporation’s Financial Statements Release for January 1–December 31, 2020:
Record year in both net sales and profitabilityKey figures* 2020 proposal to the Annual General MeetingFinancial year 2020 in brief:Outlook:Board proposal on distribution of dividend: On February 3, 2021 the company had 57,568,341 issued shares, excluding treasury shares. With this number of shares, the total amount of dividends to be distributed would be EUR 5,756,834.10 and the total amount of the return of capital would be EUR 5,756,834.10, in total EUR 11,513,668.20.Petri Helsky, President and CEO:”The year 2020 was characterized by COVID-19. Our primary focus has been, and continues to be, to safeguard the health and safety of our employees, and secondarily to keep our operations running with as limited impacts as possible.Financially the year was a record year for Suominen as we achieved the highest ever net sales and operating profit. Net sales increased by 11.5% and amounted to EUR 458.9 million (411.4). Sales volumes increased with the pandemic-driven high demand for wipes, while sales prices decreased following lower raw material prices. Our operating profit improved significantly and amounted to EUR 39.5 million (8.1) thanks to higher production and sales volumes, favorable raw material prices, and improved production and raw material efficiency.We published our new strategy aiming for growth and improved profitability in the beginning of 2020. During the year, we announced three investments supporting our strategy, two in Italy and one in the USA, and a cooperation agreement with the Ahlstrom-Munksjö plant in Ställdalen, Sweden.The cornerstone of our strategy is sustainability and we are continuously developing our offering accordingly. In 2020, we introduced several new sustainable products to the markets. These nonwovens are made of biodegradable, compostable and renewable plant-based fibers. We also published our sustainability agenda, targets and KPIs during the year. Our agenda focuses on four themes: People and safety, Sustainable nonwovens, Low-impact manufacturing and Corporate citizenship. We have concrete action plans for each theme and are steadily progressing towards our targets.Our frontrunner status in nonwovens innovation was recognized by Rockline’s, one of our major customers, Supplier Innovation Award 2020, citing our novel sustainable product development. We were also the first nonwovens substrate manufacturer receiving Fine to Flush certification from Water UK with our HYDRASPUN® Royal, which is a dispersible nonwoven material especially designed for moist toilet tissues.Looking at the year ahead, we see a twofold development. The pandemic has increased consumption of nonwovens in all our markets and the demand is expected to continue on a high level. In the long term, COVID-19 may lead to a sustained increase in the use of nonwovens for cleaning and disinfection products. However, the risks related to the pandemic, such as possible shortages of raw materials, issues linked to logistics as well as potential closures of customers’ or our own plants due to virus infections or authority decisions remain relevant. We have already started to experience exceptional volatility in the cost and availability of raw materials and transportation.Finally, I would like to highlight the commitment of our personnel during the extraordinary year of 2020 and thank them for their efforts in delivering the record performance. We are in a good position to continue our journey forward in 2021.”NET SALESNet sales of the Americas business area amounted to EUR 66.8 million (62.2) and net sales of the Europe business area EUR 44.3 million (32.3).
Financial year 2020
In 2020, Suominen’s net sales increased by 11.5% from the comparison period to EUR 458.9 million (411.4). Sales volumes increased while sales prices decreased following lower raw material prices. Currencies impacted net sales negatively by EUR 11.7 million.Net sales of Americas business area were EUR 289.1 million (261.7) and net sales of Europe business area EUR 169.9 million (149.8).
OPERATING PROFIT AND RESULTResult before income taxes in the fourth quarter was EUR 8.5 million (-0.5) and profit for the period EUR 7.3 million (-1.2). The income taxes for the period were EUR -1.2 million (-0.7).Financial year 2020
Operating profit improved significantly and amounted to EUR 39.5 million (8.1) due to higher production and sales volumes, favorable raw material prices, and improved production and raw material efficiency.
Currencies impacted operating profit negatively by EUR 2.2 million.In 2020, profit before income taxes was EUR 33.9 million (2.1). Income taxes for the financial year, EUR -3.8 million (-1.9), were impacted by recognition of additional deferred tax assets from previous years’ losses as the possibility to utilize the losses has increased. The corporate income taxes were also positively impacted in the first quarter by the US tax reliefs enacted as a result of the COVID-19 pandemic.The profit for the period was EUR 30.1 million (0.2).
FINANCINGIn 2020, net financial expenses were EUR -5.6 million (-6.0), or 1.2% (1.5%) of net sales. Net effect of changes in foreign exchange rates in financial items were EUR -0.4 million (+0.2). The net financial expenses include a bad debt provision based on expected credit losses of loan receivables totaling EUR -0.7 million and a fair value change of assets of EUR +0.3 million.On July 13, 2020 Suominen announced that it had entered into a new single-currency syndicated revolving credit facility agreement of EUR 100 million with a maturity of three years with two one-year extension options. The lenders for the facility are Danske Bank A/S, Finland Branch and Nordea. The new credit facility includes leverage ratio and gearing as financial covenants. The margin of the facility will increase or decrease dependent on Suominen meeting two sustainability key performance indicators (“KPI”), namely:Increase in the sales of sustainable productsReduction of greenhouse gas emissionsThe new credit facility replaced the EUR 100 million syndicated revolving credit facility agreement provided by Nordea and Svenska Handelsbanken AB (publ), Branch Operation in Finland as the lenders.CAPITAL EXPENDITURESuominen announced in November that it increases its capabilities in the Americas by upgrading one of its production lines in Bethune, South Carolina, USA. The investment will widen Suominen’s offering to its customers in the US in line with the Suominen strategy targeting growth and profitability. The total value of the investment is approx. EUR 6 million and the investment project will be finalized during the second half of 2021.In 2020, the gross capital expenditure totaled EUR 10.4 million (11.2). The largest items in gross capital investments were mainly related to the investments in Cressa. The other investments were mainly for maintenance.Depreciations and amortizations were EUR -21.4 million (-25.5).IMPACTS OF THE COVID-19 PANDEMIC ON SUOMINENThe health and safety of Suominen’s employees is our key priority. Suominen aims to secure the health and safety of its employees through several measures and is closely monitoring the COVID-19 situation. Thanks to our proactive approach, so far there has been only limited impact on our ability to serve our customers and run our operations.As a nonwovens manufacturer Suominen is an integral part of the supply chain making disinfecting and cleaning products for fighting the coronavirus. The authorities have classified our nonwovens production as essential in the jurisdictions where other business activities have been shut down.The pandemic has increased the demand for our products in all our markets and the higher demand is expected to continue at least for the coming months. In the long term COVID-19 may lead to a sustained increase in the demand for nonwovens for cleaning and disinfection products.Both Suominen’s financial position and cash flow have remained strong throughout the pandemic.The key risks caused by COVID-19 are related to the health and safety of Suominen personnel and customers, possible shortages of raw materials, issues linked to logistics as well as potential closures of customers’ or our own plants due to virus infections or authority decisions. These risks remain valid in the beginning of 2021 as unfortunately the coronavirus situation has been deteriorating in many countries and so far vaccinations in many countries have not progressed as rapidly as could perhaps have been hoped. Some of these risks have materialized as some of our customers’ production facilities have been temporarily closed because of infections.We have implemented extensive precautions to protect the health and safety of our employees and to ensure business continuity and progress of our strategic projects during these unusual times. We continuously monitor the raw material situation closely and we have identified risk mitigation measures such as utilization of supplementary raw material sources. PROGRESS IN SUSTAINABILITYWe have strong focus on safety and accident prevention, and our long-term target is to have zero lost-time accidents. In 2020, Suominen had 1 (6) lost time accident.Increasing employee engagement is another of our key people-related targets. We conducted a global employee engagement survey in 2020 and based on the results our employee engagement index is 69%, which is on par with global manufacturing companies. The index is a combination of questions concerning our people’s retention, likelihood to recommend the company, organizational pride and commitment. Our target is that our engagement index will be 73% by 2025.We are committed to continuously improving our production efficiency and the efficient utilization of natural resources. Our target is to reduce our energy consumption, greenhouse gas emissions, water consumption and waste to landfill by 20% per ton of product by 2025 compared to the base year of 2019. In 2020, our energy consumption decreased by 8.0%, greenhouse gas emissions by 14.9%, water consumption by 12.2% and waste to landfill by 2.4% per ton of product compared to 2019. We have concrete action plans to continue the work towards the targets.Regarding sustainable products, our target is to increase their sales by 50% by 2025 and to have over 10 sustainable product launches per year. In 2020, we launched nine sustainable products and the sales of sustainable product sales increased by 22.5% compared to the base year of 2019.In the Corporate citizenship area, we renewed our Code of Conduct in 2020 and training of the Code will be held for all employees during 2021.The market capitalization (excluding treasury shares) was EUR 292.4 million on December 31, 2020.Treasury sharesIn accordance with the resolution by the Annual General Meeting, in total 29,121 shares were transferred in May to the members of the Board of Directors as their remuneration payable in shares.In accordance with the matching share-based payment program, 9,352 shares were transferred to the participants of the program in September.Authorizations of the Board of DirectorsThe AGM held on March 19, 2020 also authorized the Board of Directors to decide on issuing new shares and/or conveying the company’s own shares held by the company and/or granting options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. New shares may be issued, and the company’s own shares may be conveyed to the company’s shareholders in proportion to their current shareholdings in the company; or by waiving the shareholder’s pre-emption right, through a directed share issue if the company has a weighty financial reason to do so, such as, for example, using the shares as consideration in possible acquisitions or other arrangements related to the company’s business, as financing for investments, using shares as part of the company’s incentive program or using the shares for disbursing the portion of the Board members’ remuneration that is to be paid in shares. The new shares may also be issued without payment to the company itself. New shares may be issued and/or company’s own shares held by the company or its group company may be conveyed at the maximum amount of 5,000,000 shares in aggregate.The Board of Directors may grant options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive against payment new shares or own shares held by the company. The right may also be granted to the company’s creditor in such a manner that the right is granted on condition that the creditor’s receivable is used to set off the subscription price (“Convertible Bond”). However, options and other special rights referred to in Chapter 10, Section 1 of the Companies Act cannot be granted as part of the company’s remuneration plan.On May 28, 2020 Suominen announced about the portion of the annual remuneration of the members of the Board of Directors which was paid in shares. The total number of the shares that were granted out of the treasury shares was 29,121 shares. On September 16, 2020, in accordance with the matching share-based payment program, 9,352 shares were transferred to the participants of the program.After these transactions, the maximum amount of the authorization is 4,961,527 shares in aggregate.Remuneration of the Board payable in sharesThe AGM held on March 19, 2020 confirmed the remuneration of the Board of Directors. The Chair will be paid an annual fee of EUR 66,000 and the Deputy Chair and other Board members an annual fee of EUR 31,000. Chair of the Audit Committee will be paid an additional fee of EUR 10,000. Further, the members of the Board will receive a fee for each Board and Committee meeting as follows: EUR 500 for each meeting held in the home country of the respective member, EUR 1,000 for each meeting held elsewhere than in the home country of the respective member and EUR 250 for each meeting held as telephone conference.
60% of the annual remuneration is paid in cash and 40% in Suominen Corporation’s shares.The number of shares forming the remuneration portion which is payable in shares was determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one month period immediately following the date on which the Interim Report of January‒March 2020 of the company was published. The shares were given out of the treasury shares held by the company by the decision of the Board of Directors on May 28, 2020.Since the decision taken by the Board of Directors was essentially an execution of a detailed resolution taken by the AGM, the Board did not exercise independent discretion when it decided on the transfer of the shares. The transferred shares are of the same class as the company’s other shares.On December 11, 2017 the Board of Directors approved a share-based incentive plan for the Group management and key employees. The aim of the plan is to combine the objectives of the shareholders and the persons participating in the plan in order to increase the value of the Company in long-term, to build loyalty to the company and to offer them competitive reward plans based on earning and accumulating the Company’s shares. The plan includes three 3-year performance periods, calendar years 2018–2020, 2019–2021 and 2020–2022.Performance Share Plan performance periods
The President & CEO of the Company must hold 50% of the net number of shares given on the basis of the plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. A member of the Executive Team must hold 50% of the net number of shares given on the basis of the plan, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. Such number of shares must be held as long as the participant’s employment or service in a group company continues.Matching Restricted Share Plan 2019–2021The Board of Directors of Suominen Corporation approved on June 4, 2019 a Matching Restricted Share Plan for selected key employees in the Suominen Group. The prerequisite for receiving a reward from the plan is that a participant acquires the company’s shares, amounting to the number resolved by the Board.If the prerequisites set for a participant have been fulfilled and his or her employment or service in a company belonging to the Suominen Group is in force at the time of the reward payment, he or she will receive matching shares as a reward.The plan includes vesting periods, the duration of which is resolved by the Board. The potential reward will be paid partly in shares and partly in cash after a vesting period. The cash proportion is intended to cover taxes and tax-related costs arising from the rewards to the plan participants.The prerequisite for reward payment is that a participant’s employment or service is in force upon reward payment. The plan rewards to be allocated in 2019–2021 will amount to a maximum total of 200,000 Suominen Corporation shares including also the proportion to be paid in cash.The first vesting period of the Matching Restricted Share Plan ended in September and in total 9,352 shares were transferred to the participants.
SHAREHOLDERS
At the end of the review period, on December 31, 2020, Suominen Corporation had in total 6,219 shareholders. Suominen is not aware of any shareholder agreements related with the shareholding or use of voting rights. Detailed information on the management shareholding and a table presenting the largest shareholders is available in the notes of this Financial Statement Release.Suominen Corporation received on October 28, 2020 a notification referred to in Chapter 9, Section 5 and 6 of the Securities Market Act. According to the notification, the shareholding of Varma Mutual Pension Insurance Company in Suominen Corporation had fallen below the threshold of 5%.Suominen Corporation announced on December 29, 2020 a notification referred to in Chapter 9, Section 5 and 6 of the Securities Market Act. According to the notification, Ahlström Capital Oy, as a result of an intragroup merger in which AC Invest Two B.V. has been merged into its parent company Ahlstrom Capital B.V., Ahlstrom Capital B.V. has therefore as of December 28, 2020 become the direct shareholder in Suominen Corporation. Ahlstrom Capital B.V. is a 100% owned subsidiary of Ahlström Capital Oy.COMPOSITION OF THE NOMINATION BOARDLasse Heinonen, President & CEO of Ahlström Capital Oy, as a member appointed by Ahlstrom Capital B.V.;Erik Malmberg, Investment Advisory Professional, Triton Advisers AB, as a member appointed by Oy Etra Invest Ab;Hanna Kaskela, Director of Responsible Investments, Varma Mutual Pension Insurance CompanyJan Johansson, Chair of Suominen’s Board of DirectorsCHANGES IN THE EXECUTIVE TEAMSuominen announced on March 19, 2020, that Ernesto Levy, Senior Vice President, Americas business area and a member of Suominen’s Executive Team would leave Suominen on April 6, 2020. Lynda Kelly was nominated to act as the interim SVP, Americas business area in addition to her role as SVP, Business Development.On December 11, 2020, Suominen announced that Lynda Kelly (B.Sc.) has been appointed Senior Vice President, Americas business area as of January 1, 2021.ANNUAL GENERAL MEETINGThe AGM adopted the Financial Statements and the Consolidated Financial Statements for the financial year 2019 and discharged the members of the Board of Directors and the President & CEO from liability for the financial year 2019. The AGM approved the Remuneration Policy for the governing bodies.The AGM decided, in accordance with the proposal by the Board of Directors, that a dividend of EUR 0.05 per share will be paid.The AGM confirmed the remuneration of the Board of Directors. The Chair will be paid an annual fee of EUR 66,000 and the Deputy Chair and other Board members an annual fee of EUR 31,000. Chair of the Audit Committee will be paid an additional fee of EUR 10,000. Further, the members of the Board will receive a fee for each Board and Committee meeting as follows: EUR 500 for each meeting held in the home country of the respective member, EUR 1,000 for each meeting held elsewhere than in the home country of the respective member and EUR 250 for each meeting held as telephone conference. 60% of the remuneration is paid in cash and 40% in Suominen Corporation’s shares. Compensation for expenses is paid in accordance with the company’s valid travel policy.Ernst & Young Oy, Authorised Public Accountant firm, was re-elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy appointed Mr. Toni Halonen, Authorised Public Accountant, as the principally responsible auditor of the company.The AGM authorized the Board of Directors to decide on the repurchase of the company’s own shares and to resolve on the issuance of shares and granting of options and the issuance of special rights entitling to shares.Suominen published a stock exchange release on March 19, 2020 concerning the resolutions of the Annual General Meeting and the organizing meeting of the Board of Directors. The stock exchange release and the meeting materials can be viewed on Suominen’s website at www.suominen.fi.In compliance with the resolution of the Annual General Meeting, on April 3, 2020 Suominen paid out dividends of EUR 2.9 million for 2019, corresponding to EUR 0.05 per share.Organizing meeting and permanent committees of the Board of Directors
In its organizing meeting held after the AGM, the Board of Directors elected Andreas Ahlström as Deputy Chair of the Board.Suominen published a stock exchange release on March 19, 2020 concerning the resolutions of the Annual General Meeting and the organizing meeting of the Board of Directors. The stock exchange release and an introduction of the Board members can be viewed on Suominen’s website at www.suominen.fi.BUSINESS RISKS AND UNCERTAINTIES
Manufacturing risks
Suominen has production plants in several European countries, United States and Brazil. Interruptions at the plants caused for example by machinery breakdown can cause production losses and delivery problems. Ongoing maintenance and investments aiming to extend the lifetime of the assets are an essential part of ensuring the operational efficiency of the existing production lines.Suominen’s operations could be disrupted due to abrupt and unforeseen events beyond the company’s control, such as power outages or fire and water damage. Suominen may not be able to control such events through predictive actions, which could lead to interruptions in business. Risks of this type are insured in order to guarantee the continuity of operations. As Suominen has valid damage and business interruption insurance, it is expected that the damage would be compensated, and the financial losses caused by the interruption of business would be covered.Competition
Suominen has numerous regional, national and global competitors in its different product groups. Products based on new technologies and imports from countries of lower production costs may reduce Suominen’s competitive edge. If Suominen is not able to compete with an attractive product offering, it may lose some of its market share. Competition may lead to increased pricing pressure on the company’s products.
Price and availability of raw materials
Suominen purchases significant amounts of pulp- and oil-based raw materials. Raw materials are the largest cost item for operations. Changes in the global market prices of raw materials can have an impact on the company’s profitability. Suominen’s stocks equal two to four weeks’ consumption and it generally takes two to five months for raw material price changes to be reflected in Suominen’s customer pricing either through automatic pricing mechanisms or negotiated price changes.Extended interruptions in the supply of Suominen’s main raw materials could disrupt production and have a negative impact on the Group’s overall business operations. As Suominen sources most of its raw materials from a number of major international suppliers, significant interruptions in the production of the majority of Suominen’s products are unlikely.Market and customer risks
Suominen’s customer base is fairly concentrated, which increases the potential impact of changes in customer specific sales volumes. In 2020, the Group’s ten largest customers accounted for 67% (65%) of the Group net sales. Long-term contracts are preferred with the largest customers. In practice the customer relationships are long-term and last for several years. Customer-related credit risks are managed in accordance with a credit policy approved by the Board of Directors. Credit limits are confirmed for customers on the basis of credit ratings and customer history.The demand for Suominen’s products depends on possible changes in consumer preferences. Historically, such changes have had mainly a positive impact on Suominen, as they have resulted in the growing demand for products made of nonwovens. This was clearly visible in 2020 as the COVID-19 pandemic increased the demand for nonwovens for cleaning and disinfecting wipes. However, certain factors, including consumers’ attitude towards the use of products made even partially of oil-based raw materials, or their perception on the sustainability of disposable products in general, might change the consumers’ buying habits. Suominen monitors the consumer trends proactively and develops its product offering accordingly. The company has had biodegradable, 100% plant-based nonwovens in its portfolio for over 10 years and hence is well positioned to respond to changes in customer preferences related to sustainability and climate change.Changes in legislation, political environment or economic conditions
Suominen’s business and products can be affected directly or indirectly by political decisions and changes in government regulations for example in areas such as environmental policy or waste legislation. An example of such legislation is the EU’s Single-Use Plastics Directive that focuses on reducing marine litter. The potential exists for similar regulations to expand worldwide. This creates demand for more sustainable products, and Suominen is well placed to respond to this increasing demand.Global political developments could have an adverse effect on Suominen. For instance, a political decision that constrains the global free trade may significantly impact the availability and price of certain raw materials, which would in turn affect Suominen’s business and profitability. Suominen’s geographical and customer-industry diversity provide partial protection against this risk.The relevance of the United States in Suominen’s business operations increases the significance of the exchange rate risk related to USD in the Group’s total exchange risk position. Suominen hedges this foreign exchange position in accordance with its hedging policy.Investments
Suominen continuously invests in its manufacturing facilities. The deployment of the investments may delay from what was planned, the costs of the investments may increase from what has been expected or the investments may create less business benefits than anticipated. The deployment phase of investments may cause temporary interruptions in operations.Suominen is subject to corporate income taxes in numerous jurisdictions. Significant judgment is required to determine the total amount of corporate income tax at Group level. There are many transactions and calculations that leave room for uncertainty as to the final amount of the income tax. Tax risks relate also to changes in tax rates or tax legislation or misinterpretations, and materialization of the risks could result in increased payments or sanctions by the tax authorities, which in turn could lead to financial loss. Deferred tax assets included in the statement of financial position require that the deferred tax assets can be recovered against the future taxable income.Suominen performs goodwill impairment testing annually. In impairment testing the recoverable amounts are determined as the value in use, which comprises of the discounted projected future cash flows. Actual cash flows can differ from the discounted projected future cash flows. Uncertainties related to the projected future cash flows include, among others, the long economic useful life of the assets and changes in the forecast sales prices of Suominen’s products, production costs as well as discount rates used in testing. Due to the uncertainty inherent in the future, it is possible that Suominen’s recoverable amounts will be insufficient to cover the carrying amounts of assets, particularly goodwill. If this happens, it will be necessary to recognize an impairment loss, which, when implemented, will weaken the result and equity. Goodwill impairment testing has been described in the consolidated financial statements.
OUTLOOK
Suominen expects that its comparable EBITDA (earnings before interest, taxes, depreciation and amortization) in 2021 will be in line with 2020. The demand for nonwovens is expected to remain strong, however the rising volatility in the raw material and transportation markets increases uncertainty and may impact the result negatively. In 2020, Suominen’s comparable EBITDA was EUR 60.9 million.The Board of Directors proposes that a dividend of EUR 0.10 per share shall be distributed for the financial year 2020 and that the profit shall be transferred to retained earnings. In addition, the Board of Directors proposes, that in addition to the dividend, a return of capital of EUR 0.10 per share shall be distributed for the financial year 2020 from the reserve for invested unrestricted equity. On February 3, 2021 the company had 57,568,341 issued shares, excluding treasury shares. With this number of shares, the total amount of dividends to be distributed would be EUR 5,756,834.10 and the total amount of the return of capital would be EUR 5,756,834.10, in total EUR 11,513,668.20.There have been no significant changes in the company’s financial position after the end of the review period.
The record date is March 29, 2021 and the dividend and return of capital would be paid on April 8, 2021.Suominen Corporation has received a notification on January 15, 2021 referred to Chapter 9, Section 5 and 6 of the Securities Market Act. According to the notification, the shareholding of companies controlled by Mr. Erkki Etola in Suominen Corporation has crossed the 15% flagging threshold.Suominen Corporation has received a notification on January 18, 2021 referred to Chapter 9, Section 5 and 6 of the Securities Market Act. According to the notification, the shareholding of Elo Mutual Pension Insurance Company in Suominen Corporation has fallen under the 5% flagging threshold.Proposals by the Nomination Board to the Annual General Meeting 2021 of SuominenProposal on the number of the members, on the composition, and on the Chair of the Board of DirectorsThe Nomination Board of Suominen Corporation’s shareholders proposes to the Annual General Meeting that the number of Board members remains unchanged and would be six (6).The Nomination Board proposes to the Annual General Meeting that Andreas Ahlström, Björn Borgman, Nina Linander, Sari Pajari-Sederholm and Laura Raitio would be re-elected as members of Suominen Corporation’s Board of Directors.Out of the current Board members, the Chair of the Board Jan Johansson has informed that he is not available as a candidate for the Board of Directors.In addition, the Nomination Board proposes that Jaakko Eskola would be elected as a new member of the Board of Directors.Mr. Jaakko Eskola (born 1958, M.Sc. (Eng.), Finnish citizen) currently works as Senior Advisor to the Board and Executive Team of Wärtsilä Corporation. He has held a number of senior positions at Wärtsilä since 1998. Mr. Eskola is the outgoing Chair of the Board at Ahlstrom-Munksjö Oyj, Deputy Chair of the Board at Varma Mutual Pension Insurance Company, and a member of the Board at the Finnish Foundation for Share Promotion.All candidates have given their consent to the election. All candidates are independent of the company. The candidates are also independent of Suominen’s significant shareholders, with the exception of Andreas Ahlström who acts currently as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen Corporation, Ahlstrom Capital B.V. is a group company of Ahlström Capital Oy. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi.The Nomination Board proposes to the Annual General Meeting that Mr. Jaakko Eskola would be elected as the Chair of the Board of Directors.Proposal on the Board remunerationThe Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the Board of Directors remains unchanged and would be as follows: the Chair would be paid an annual fee of EUR 66,000 and the Deputy Chair and other Board members an annual fee of EUR 31,000. The Nomination Board also proposes that the Chair of the Audit Committee would be paid an additional fee of EUR 10,000.Further, the Nomination Board proposes that the fees payable for each Board and Committee meeting would be as follows: EUR 500 for each meeting held in the home country of the respective member, EUR 1,000 for each meeting held elsewhere than in the home country of the respective member and EUR 500 for each meeting attended by telephone or other electronic means. No fee is paid for decisions made without convening a meeting. In 2020 the fee for meetings held as a telephone conference was EUR 250. Otherwise the meeting fees are proposed to remain unchanged.60% of the annual fees is paid in cash and 40% in Suominen Corporation’s shares. The number of shares to be transferred will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2021 of the company is published. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors by May 31, 2021 at the latest.Compensation for expenses will be paid in accordance with the company’s valid travel policy.The composition of the Nomination BoardThe members of the Nomination Board are, as of September 2, 2020, Lasse Heinonen, Managing Director, Ahlström Capital Oy, nominated by Ahlstrom Capital B.V., Erik Malmberg, Investment Advisory Professional, Triton Advisers AB, nominated by Oy Etra Invest Ab, and Hanna Kaskela, Director of Responsible Investments, Varma Mutual Pension Insurance Company, nominated by Varma. Jan Johansson, Chair of Suominen’s Board of Directors, serves as the fourth member of the Nomination Board. Lasse Heinonen acts as the Chair of the Nomination Board.All of the proposals made by the Nomination Board were unanimous.The Board of Directors of Suominen Corporation resolved on a new share-based Long-Term Incentive Plan for management and key employeesThe Board of Directors of Suominen Corporation has resolved on February 3, 2021 on a new share-based Long-Term Incentive Plan for the management and key employees. The aim of the new plan is to combine the objectives of the shareholders and the persons participating in the plan in order to increase the value of the Company in the long-term, to bind the participants to the Company, and to offer them competitive reward plans based on earning and accumulating the Company’s shares.Performance Share Plan 2021–2023The new long-term Performance Share Plan has one three-year Performance Period, which includes calendar years 2021–2023. The Performance Share Plan is directed to approximately 20 people including the President & CEO of Suominen.The Board of Directors resolved that the potential reward for the Performance Period 2021–2023 will be based on the Relative Total Shareholder Return (TSR). The maximum total amount of potential share rewards to be paid on the basis of the Performance Period 2021–2023 is approximately 470,000 shares of Suominen Corporation, representing the gross reward before the deduction of taxes and tax-related costs arising from the reward.The Board of Directors will be entitled to reduce the rewards agreed in the Performance Share Plan if the limits set by the Board of Directors for the share price are reached.Reward payment and ownership obligation for the managementIf the targets of the Plan are reached, rewards will be paid to participants in spring 2024 after the end of the Performance Period. The potential rewards from the Performance Period 2021–2023 will be paid partly in the Company’s shares and partly in cash. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. The Company also has the right to pay the reward fully in cash under certain circumstances. As a rule, no reward will be paid, if a participant’s employment or service ends before the reward payment.A member of the Executive Team must hold 50% of the net number of shares given on the basis of the Plan, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. The President & CEO of the Company must hold 50% of the net number of shares given on the basis of the Plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of shares must be held as long as the participant’s employment or service in a group company continues.
THE NEXT FINANCIAL REPORT
Suominen Corporation will publish its Interim Report for January–March 2021 on Wednesday, April 28, 2021.The audiocast can be followed at https://suominen.videosync.fi/2020-q4/register. Recording of the audiocast and the presentation material will be available after the event at suominen.fi.Conference call participants are requested to dial on:
Sweden: +46 856 642 651
United Kingdom: +44 333 300 0804
United States: +1 631 913 1422The confirmation code for joining the conference call is 70949470#.The event cannot be attended on the spot.
SUOMINEN GROUP JANUARY 1 – DECEMBER 31, 2020
The consolidated financial statements of Suominen have been audited. The Auditor’s report has been signed on February 3, 2021. Quarterly information, half-year report and interim reports have not been audited.New or amended standard, annual improvements or interpretations applicable from 1.1.2020:– Definition of Material – Amendments to IAS 1 and IAS 8. According to the amendment, information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of the financial statements make on the basis of those financial statements. The amendment has no material effect on Suominen’s consolidated financial statements.Other new or amended standard, annual improvements or interpretations applicable from 1.1.2020 were not material for Suominen Group.New and amended IFRS standards and IFRIC interpretations published but mandatory from 1.1.2021 or later:– Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, applicable from 1.1.2021. The amendment has no effect on Suominen due to the structure of Suominen’s debt portfolio as well as due to having EURIBOR as the benchmark interest rate. In addition, at the end of the reporting period 2020 Suominen was not applying hedge accounting.– Improvements to IFRS (2018–2020 cycle): Improvement to IFRS 9 – Fees in the “10 percent” Test for Derecognition of Financial Liabilities, applicable 1.1.2022. The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. The fees include only fees paid or received between the borrower and the lender.– Amendments to IAS 37: Onerous Contracts – Costs of Fulfilling a Contract, applicable from 1.1.2022. The amendment specifies which costs need to be included and which cannot be included in the provision when assessing whether a contract is onerous or loss-making. The amendment applies a directly related cost approach, which means that general and administrative are in most cases excluded from the provisions made of onerous contracts. The amendments must be applied prospectively. The amendment does not change the accounting for onerous contracts in Suominen’s financial statements.– Amendments to IAS 1 – Classification of Liabilities as Current or Non-current, applicable from 1.1.2023. The amendment specifies the requirements for classifying liabilities as current or non-current, by clarifying for example what is meant by a right to defer settlement, that a right to defer must exist at the end of the reporting period and that classification is unaffected by the likelihood that an entity will exercise its deferral right. The amendment will be applied retrospectively.Other new or amended standards, improvements or annual improvements applicable from 1.1.2021 or later are not material for Suominen Group.
STATEMENT OF FINANCIAL POSITION
STATEMENT OF PROFIT OR LOSSSTATEMENT OF COMPREHENSIVE INCOMESTATEMENT OF CHANGES IN EQUITY
STATEMENT OF CASH FLOWSKEY RATIOS
CALCULATION OF KEY RATIOSKey ratios per share are either IFRS key ratios (earnings per share) or required by Ordinance of the Ministry of Finance in Finland or alternative performance measures (cash flow from operations per share).Earnings per shareBasic earnings per share are calculated by dividing the net result attributable to owners of the parent by the weighted share-issue adjusted average number of shares outstanding during the reporting period, excluding shares acquired by the Group and held as treasury shares.
When calculating diluted earnings per share the number of shares is adjusted with the effects of the share-based incentive plans. Cash flow from operations per share
Equity per share
Dividend and return of capital per share
Dividend payout ratio, %
Dividend yield, %
Price per earnings per share (P/E)
Market capitalization
Share turnover
Alternative performance measuresSome of Suominen’s key ratios are alternative performance measures. An alternative performance measure is a key ratio which has not been defined in IFRS standards. Suominen believes that the use of alternative performance measures provides useful information for example to investors regarding the Group’s financial and operating performance and makes it easier to make comparison between the reporting periods.Operating profit and comparable operating profitOperating profit, or earnings before interest and taxes (EBIT) is an important measure of profitability as by ignoring income taxes and financial items it focuses solely on the company’s ability to generate profit from operations. Operating profit is presented as a separate line item in the consolidated statement of profit or loss.In order to improve the comparability of result between reporting periods, Suominen presents comparable operating profit as an alternative performance measure. Operating profit is adjusted with material items that are considered to affect comparability between reporting periods. These items include, among others, impairment losses or reversals of impairment losses, gains or losses from the sales of property, plant and equipment or intangible assets or other assets and restructuring costs. Suominen did not have any items affecting comparability in 2020 or 2019.EBITDAEBITDA is an important measure that focuses on the operating performance excluding the effect of depreciation and amortization, financial items and income taxes, in other words what is the margin on net sales after deducting operating expenses.
Gross capital expenditureSuominen considers gross capital expenditure as a relevant measure in order to understand for example how the Group maintains and renews its production machinery and facilities. Gross capital expenditure includes also capitalized borrowing costs and capitalized cash flow hedges. Gross capital expenditure (gross investments) does not include increases in right-of-use assets.Interest-bearing net debtSuominen considers interest-bearing net debt to be an important measure for investors to be able to understand the Group’s indebtedness. It is the opinion of Suominen that presenting interest-bearing liabilities not only at amortized cost but also at nominal value gives relevant additional information to the investors.
Return on equity (ROE), %The return on equity is one of the most important profitability ratios used by owners and investors. The ratio measures the ability of a company to generate profits from its shareholders’ investments in the company and it defines the yield on the company’s equity during the reporting period.
Invested capital Return on invested capital (ROI), %Return on invested capital is one of the most important key ratios. It measures the relative profitability of the company, ie. the yield on the capital invested in the company.
Financial income does not include fair value changes.Equity ratio, %Equity ratio is an important key ratio as it measures the solidity of the company, the company’s tolerance for losses and ability to cover its long-term commitments. The performance measure shows how much of the company’s assets are financed with equity. The equity creates a buffer against potential losses, and equity ratio represents the level of this buffer. Gearing, %Gearing represents the ratio between the equity invested by the owners of the company and the interest-bearing liabilities borrowed from financiers. Gearing is an important performance measure in assessing the financial position of a company. A high gearing is a risk factor which might limit the possibilities for growth of a company and narrow its financial freedom.
NET SALES BY GEOGRAPHICAL MARKET AREAQUARTERLY DEVELOPMENTQUARTERLY SALES BY BUSINESS AREAINFORMATION ON RELATED PARTIES
Suominen Group’s related parties include the parent of the Group (Suominen Corporation) and subsidiaries. In addition, the related parties of Suominen include the members of the Board of Directors, President & CEO and the members of the Executive Team as well as their family members and their controlled companies. In addition, shareholders who have a significant influence in Suominen through share ownership are included in related parties. Suominen has no associated companies.Management remunerationThe Annual General Meeting held on March 19, 2020 resolved that 40% of the annual remuneration for the Board of Directors is paid in Suominen Corporation’s shares. The number of shares transferred to the members of the Board of Directors as their remuneration payable in shares for 2020 was 29,121 shares. The shares were transferred on May 28, 2020 and the value of the transferred shares totaled EUR 92,400, or approximately EUR 3.17 per share.Other salaries paid to the related parties, including fringe benefits during January-December 2020 amounted to EUR 1,966 thousand, of which EUR 100 thousand was the value of the vested share-based payments. Obligatory pension payments were EUR 234 thousand and voluntary pension payments EUR 91 thousand. The accruals based on the non-vested share-based incentive plans were EUR 1,068 thousand.
Management share ownership
Number of shares THE LARGEST SHAREHOLDERS ON DECEMBER 31, 2020CHANGES IN PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND RIGHT-OF-USE ASSETSIntangible assets excluding goodwill.CONTINGENT LIABILITIESNOMINAL AND FAIR VALUES OF DERIVATIVE INSTRUMENTSFINANCIAL ASSETS BY CATEGORY
Principles in estimating fair value for financial assets for 2020 are the same as those used in consolidated financial statements for 2019.CHANGES IN INTEREST-BEARING LIABILITIESFINANCIAL LIABILITIESThe financial liabilities in the table above are measured at amortized cost.Principles in estimating fair value for financial liabilities for 2020 are the same as those used in consolidated financial statements for 2019.FAIR VALUE MEASUREMENT HIERARCHYEUR thousand
Principles in estimating fair value for financial assets for 2020 are the same as those used in consolidated financial statements for 2019.RESTATEMENT OF PREVIOUSLY PUBLISHED FIGURESSuominen has reclassified some overhead expenses from cost of goods sold to sales, marketing and administration expenses.SUOMINEN CORPORATION
Board of DirectorsAttachmentSuominen Corporation Financial Statement Release 2020
