TALENTUM OYJ STOCK EXCHANGE RELEASE FEBRUARY 9, 2007 AT 8.30 AM
A YEAR OF RESTRUCTURING AT TALENTUM - DIVIDEND PROPOSAL OF EUR 0.18
TALENTUM'S OCTOBER-DECEMBER AND YEAR 2006 (IFRS)
October-December 2006
- Net sales: EUR 36.6 million (EUR 34.3 million)
- Operating profit (EBIT): EUR 1.6 million (EUR 3.9 million)
- A goodwill impairment charge of EUR 1.8 million in Talentum Premedia was booked
on the fourth quarter of 2006.
- The personnel arrangements generated costs of EUR 1.6 million which were booked
on the fourth quarter of 2006.
- Earnings per share: EUR 0.01 (EUR 0.08)
2006
- Net sales: EUR 121.1 million (EUR 103.3 million)
- Operating profit (EBIT): EUR 4.3 million (EUR 20.5 million)
- Profit for the financial year: EUR 2.7 million (EUR 18.7 million)
- Profit from ongoing operations: EUR 2.7 million (EUR 7.2 million)
- Earnings per share: EUR 0.05 (EUR 0.42)
- Earnings per share (ongoing operations): EUR 0.05 (EUR 0.16)
- Proposed dividend: EUR 0.18 per share (EUR 0.30 per share)
- Equity ratio 36.0% (48.8%)
Consolidated net sales reached EUR 121.1 million (EUR 103.3 million) in 2006, an
increase of 17% on the previous year. The operating profit (EBIT) fell to EUR 4.3
million (EUR 20.5 million), a 79% decrease on the previous year. Of the EUR 17.8
million increase in net sales on 2005, EUR 15.9 million is accounted for by the
publishing business in Sweden being part of the Talentum Group for the final
quarter of 2005 only. The 2006 and 2005 income statements include several
significant differences. As announced in a stock exchange release on December 18,
2006, on the basis of a test the Board of Talentum decided to make an impairment
charge of EUR 1.8 million on the goodwill in Talentum Premedia in the final
quarter of 2006. As announced in a stock exchange release on December 15, 2006,
personnel arrangements in the publishing activities of Talentum Finland and in
corporate administration generated non-recurring costs of approximately EUR 1.6
million, which were recorded for the fourth quarter of 2006. Unrealized projects
resulted in non-recurring costs of approximately EUR 1.0 million in the first
half of 2006, increasing Group items in particular. In comparison, in 2005 the
profit of EUR 10 million on the sale of the Satama Interactive shares was
recorded as income in the third quarter of the year.
CEO JUHA BLOMSTER REPORTS ON FINANCIAL STATEMENTS: SCOPE FOR GOOD DEVELOPMENT IN
IMPROVED COST STRUCTURE AND SALES
"We will focus more clearly on publishing in the sphere of economic and
professional media. During the final quarter the organizational structure was
streamlined, responsibilities clarified and operations made more efficient. The
matrix organization was replaced by a line management organization."
"The publishing business in Finland has improved sales and brought costs down.
The restructuring during the final quarter has reduced personnel expenditure by
about EUR 2.5 million at the annual level. The development of growth and
profitability at Talentum Sweden remained strong: the year's net sales grew by
about 20% and amounted to about EUR 21 million, with an operating profit
percentage of about 7%."
"The final quarter of the year was split in two: in Sweden, the publishing
business grew and in Finland it contracted until the very end of the year, when
net sales increased again, mainly because of the strong development in
recruitment advertising. In the fourth quarter the net sales of the publishing in
Finland went up by 3% over the previous year, and the comparable net sales figure
for the entire publishing operations for the quarter rose by 8% over the previous
year."
"The operating profit of Direct Marketing has continued to remain around the
level of the previous year. A charge of about EUR 1.8 million based on a goodwill
impairment test was recorded in Premedia's financial performance in the final
quarter of 2006. A steady improvement in TV operations since the autumn of 2005
has continued and the operating profit of TV Content Production has shown further
good development."
"With the major restructuring carried out in the final quarter of the year
Talentum's business operations moved into 2007 from a situation where there is
scope for good development in the improved cost structure and sales," says CEO
Juha Blomster.
IAS/IFRS reporting
Talentum transferred to financial reporting in accordance with the International
Financial Reporting Standards (IFRS) on January 1, 2005. In accordance with IFRS
terminology, discontinued business operations refer to Internet Consulting. In a
transaction announced on September 16, 2005, Talentum Oyj sold all its Satama
Interactive shares.
TALENTUM GROUP OCTOBER-DECEMBER 2006
Business areas
Publishing
Net sales for Publishing in the October-December period amounted to EUR 23.5
million (EUR 21.6 million), an increase of 8% on the previous year. The operating
profit (EBIT) was EUR 2.9 million (EUR 4.5 million). The final quarter of the
publishing business in Finland was characterized by extensive restructuring; non-
recurring expenditure on personnel arrangements of about EUR 1.5 million was
recorded in this quarter. In Finland net sales grew by 3% in the final quarter
and in Sweden they continued to develop strongly, rising by more than 20% over
the previous year.
TV Content Production
Net sales for TV Content Production were EUR 7.8 million (EUR 6.2 million) in the
October-December period and the operating profit (EBIT) came to EUR 0.8 million
(EUR 0.3 million). TV Content Production´s net sales went up 25% in the final
quarter compared with corresponding period in the previous year. TV Content
Production continued to make inputs in the production of TV programmes, with
growth and profitability of both TV programmes and commercials developing well.
Premedia
Net sales in the Premedia business area came to EUR 4.5 million (5.3 million) in
the October-December period and the operating profit (EBIT) was EUR -1.8 million
(EUR -0.4 million). Net sales went down by 17% in the final quarter compared with
the corresponding period in the previous year.
On December 18, 2006 Talentum's Board of Directors decided to monitor the Group's
Premedia business area separately because of its poor profitability. For this
reason the performance of a separate impairment test on Premedia's goodwill was
thought justified. On the basis of the test the Board decided to make in the
final quarter of 2006 an impairment charge of EUR 1.8 million on the goodwill in
the Premedia operations. Measures will continue in order to improve the
business's processes, efficiency and profitability.
Direct Marketing
Net sales by Direct Marketing totalled EUR 2.0 million (EUR 1.8 million) in the
October-December period and the operating profit (EBIT) was EUR 0.3 million (EUR
0.3 million). Direct Marketing did well in the final quarter of 2006.
Timo Niemi was appointed Managing Director of Suoramarkkinointi Mega Oy, a
Talentum subsidiary, as of November 1, 2006. Previously he had been the company's
Deputy Managing Director. His predecessor, Mikko Saarela, transferred to Talentum
to become the director responsible for circulation, book and training sales and
content sales and also a member of the Executive Management Team.
FINANCIAL STATEMENTS JANUARY 1 - DECEMBER 31, 2006
PROSPECTS FOR SECTOR AND TALENTUM IN 2007
The growth in the media market continued in the final quarter of 2006. In
particular the continued good trend in recruitment advertising gives cause to
assume that the fairly favourable market situation will continue during the
beginning of 2007.
CONSOLIDATED NET SALES AND GROUP TARGETS
Talentum's consolidated net sales for 2006 came to EUR 121.1 million (EUR 103.3
million), an increase of 17.2%. The comparability of figures for the entire year
is adversely affected by the publishing business in Sweden being part of the
Talentum Group only during the final quarter of 2005. The comparable final-
quarter growth was 6.6%.
The 30% increase by Publishing, 15% by TV Content Production and 14% by Direct
Marketing had the most favourable impact on the growth in the consolidated net
sales for the entire year. Premedia's growth in net sales was -14%.
Publishing accounted for 61% of the consolidated net sales for the entire year,
TV Content Production for 20%, Premedia for 16%, Direct Marketing for 7% and
inter-group business for 4%.
The advertising revenue from Talentum's magazines for the year remained almost at
the level of the previous year in spite of a slight dip in the third quarter in
Finland, the most important factor being the more than 30 per cent increase in
job advertising. The trend in advertising sales is a significant variable in
terms of Publishing's financial performance. Magazines and online activities
account for about 85% of Publishing's net sales. Of this, advertising sales
account for about 60% and content sales around 40%. Internet advertising accounts
for a good 10% of the advertising net sales. Books and training bring in the
remaining 15% of Publishing's net sales.
Talentum has integrated its business operations portfolio with resolute
development work and the implementation of synergy. Talentum's objective is to
continue refining its business operations and synergy potential and to divest non-
core assets and operations in a way that will create economic value added for the
owners and support profitability and growth in the company's core business.
GROUP FINANCIAL PERFORMANCE
The consolidated operating profit was EUR 4.3 million (EUR 20.5 million). The
figure includes an impairment charge of EUR 1.8 million on the goodwill in
Premedia operations, non-recurring expenditure of about EUR 1.6 million on
personnel arrangements in the publishing business and corporate administration in
Finland and non-recurring expenses of some EUR 1.0 million arising from
unrealized projects. The operating profit for the comparative year of 2005
includes the recording of a profit of EUR 10.5 million from the sale of the
shares in Satama Interactive Oy.
Of the business areas Publishing, Direct Marketing and TV Content Production were
very successful; Premedia posted a loss.
The profit for the financial year was EUR 2.7 million (EUR 18.7 million).
Earnings per share were EUR 0.05 (EUR 0.42) and EUR 0.05 (EUR 0.16) for ongoing
operations. The consolidated return on investment (ROI) was 9.4% (37.6%) and
return on equity (ROE) 7.2% (49.0%).
CASH FLOW, FINANCIAL POSITION AND BALANCE SHEET
The balance sheet total stood at EUR 89.7 million at the end of December (EUR
90.5 million on December 31, 2005). Talentum Group's financial position was good
and the equity ratio was 36.0% at the end of the year (48.8% on December 31,
2005) and equity per share was EUR 0.69 (EUR 0.94 on December 31, 2005).
The cash flow from business operations was EUR 9.1 million (EUR 8.2 million).
Talentum Oyj distributed a dividend of EUR 13.2 million, i.e. EUR 0.30 per share.
Consolidated interest-bearing liabilities totalled EUR 25.5 million (EUR 15.6
million). The consolidated interest-bearing debts are denominated in euros and
thus not hedged against exchange-rate fluctuations. Net financial expenses came
to EUR 0.5 million (EUR 0.7 million).
The Group's liquid assets have been invested primarily in financial instruments
and a small amount in equities. There was a decrease of EUR 2.2 million (EUR 5.7
million) in cash assets in the January-December period.
As part of its overall financing scheme, Talentum has a EUR 30 million domestic
commercial paper programme issuing commercial papers for maturities under twelve
months. The purpose of the programme is to diversify Talentum's financing
structure. Commercial papers issued totalled EUR 20.0 million on December 31,
2006.
The parent company handled the financial arrangements of the Group companies
centrally.
DEPRECIATION, AMORTIZATION AND IMPAIRMENT
Consolidated depreciation, amortization and impairment amounted to 3.0% (3.6%) of
net sales i.e. EUR 3.4 million (EUR 3.7 million). In addition, an impairment of
EUR 1.8 million, i.e. 2% of net sales was recorded in 2006.
PERSONNEL
The Group employed an average of 1,064 persons during the year (1,202). Of the
employees, 304 (236) worked abroad.
The average number of staff broken down by business area is as follows:
1-12/ 2006 1-12/2005
Publishing 405 308
TV Content Production 98 102
Premedia 199 228
Direct Marketing 346 326
Internet Consulting * 0 222
Group Administration 16 16
Total 1,064 1,202
*) discontinued business
operations
Of the personnel, 44% were men and 56% women.
The biggest age group among the personnel was the 31-40 year bracket (29%). The
personnel was divided as follows in terms of age:
Age distribution:
< 20 y 10%
21-30 18%
31-40 29%
41-50 22%
51-60 18%
60> 3%
MANAGEMENT
Talentum Oyj's CEO Harri Roschier resigned on July 28, 2006. General Counsel
Lasse Rosengren acted as CEO between July 28, 2006 and September 30, 2006. CEO
Juha Blomster started in his new post on October 1, 2006. Juha Blomster resigned
from Talentum's Board of Directors on September 30, 2006.
A new Executive Management Team effective as of November 1, 2006 was appointed
for Talentum and at the same time the organization and management system were
reformed. The aim was to streamline the organization, clarify responsibilities
and increase efficiency. The Executive Management Team comprises CEO Juha
Blomster, Group General Counsel and Deputy CEO Lasse Rosengren, CFO Kai
Järvikare, Editor-in-Chief Pekka Seppänen, Director Jarl Michelsson, Director
Mikko Saarela and Director Mika Malin.
The new line organization replaced the previous matrix organization. The
responsibilities in the new organization are the following: Lasse Rosengren is
responsible for legal affairs as well as for the TV Content Production and
Premedia business areas; Kai Järvikare is responsible for financial management
and IT management; Editor-in-Chief Pekka Seppänen is the responsible chief for
journals in the business field; Editor-in-Chief Kauko Ollila is the responsible
chief for journals in the industry and IT fields; Jarl Michelsson is responsible
for media sales and marketing in magazine publishing; Mikko Saarela is
responsible for sales in circulation, book publishing, training and media content
sales; and Mika Malin is responsible for book publishing, training, events and
online business operations.
Talentum's Swedish subsidiary Talentum Sweden AB has its own Management Team and
its CEO Christer Björkin reports directly to CEO Juha Blomster.
INVESTMENT
Gross investment in fixed assets in January-December totalled EUR 3.6 million,
i.e. 3.0% of net sales. Gross investment comprised mainly normal replacement and
maintenance investment, such as procuring equipment, software and fixtures. Long-
term investment in shares totalled EUR 1.5 million.
STRUCTURAL CHANGES
The comparison figures for 2005 show Satama Interactive's figures under the
heading 'Discontinued operations' in the income statement. As announced on
September 16, 2005, Talentum sold for EUR 23.2 million its 60% majority holding
in Satama Interactive, a company that engages in Internet consulting and was
listed on the Helsinki Stock Exchange NM List in 2000. Satama Interactive's net
sales in accordance with IFRS came to EUR 23.6 million and the operating profit
to EUR 0.6 million in 2004. Talentum recorded a profit of about EUR 10.5 million
on the sale of its holding in Satama in the third quarter of 2005.
On October 6, 2005, Talentum purchased the entire stock of the Swedish magazine
publishing company Ekonomi & Teknik Förlag AB, and on December 15, 2005 the
company was renamed Talentum Sweden. The total purchase price was EUR 17.4
million (SEK 162 million), of which EUR 11.0 million (SEK 102 million) was in
cash and EUR 6.4 million (SEK 60 million) in Talentum Oyj shares. Talentum Sweden
had net sales of some EUR 18 million in 2005, of which EUR 5.8 million went to
Talentum in the final quarter of 2005.
BUSINESS OPERATIONS AND SEASONAL VARIATION IN THE MEDIA MARKET
The general economic situation remained fairly good during the year. There is a
seasonal fluctuation in the media and media services markets, and business is at
its briskest during the final quarter of the year. Not all Talentum's personnel
resources are available during the summer holidays, and generally no magazines or
books are put out in the summer. Customers typically make a considerable part of
their purchases in the final quarter of the year. These characteristics of the
business may cause considerable variation in Talentum's quarterly net sales and
particularly in the profit: the figures are at their highest in the final
quarter, and correspondingly lower in the third quarter than in the first and
second quarters. As a result of the heavy seasonal fluctuation in publishing and
particularly in the book business, the main part of net sales and an even greater
part of the profit in publishing accrue in the latter half of the year. This is
the most significant reason for most of Talentum's profit being made in the
latter half of the year and the profit trend looking better towards the end of
the year.
The annual quarterly-based seasonal fluctuation in Publishing's operating profit
is increased from earlier periods by the seasonal fluctuation in Sweden being
greater than in Finland because of the one-dimensional structure of the
operations and the predominance of magazines.
ORDER BACKLOG
The order backlog is not detailed here, since this information is not relevant
due to the nature of the business of the Talentum Group. As none of the Talentum
business areas have orders extending forward for further than about one month, an
order backlog in the conventional sense does not really exist. While customers
and the company have signed commercial agreements for periods of several years
ahead, the company management does not consider that these agreements constitute
an order backlog as such.
BUSINESS RISKS
Talentum takes controlled risks that are integrally linked with its corporate
strategy and objectives. Risks relating to strategy and objectives are controlled
and reduced in various ways. 40% of the consolidated net sales are linked with
advertising, specifically with the b-to-b sector, which is susceptible to
cyclical fluctuation. We try to control this market risk by increasing revenue
from circulation sales and content-sales services. All our products and services
aim at being market leaders in their own field, which makes it possible to
succeed even during a low cycle. The company is not prepared to take risks that
jeopardize the continuation of operations or are difficult to control and cause
substantial harm to the company's operations.
Risk management does not have a separate organization of its own; its
responsibilities follow the division of responsibilities in business operations
and the organization. The most important perceived risks are reported to the
Board of Directors annually when operations are being planned, and the Board then
analyses risks from the shareholder value perspective. In addition, internal
auditing is outsourced by a Board decision to Tuokko Tilintarkastus Oy (PKF
International), a professional and independent external service provider with
sufficient resources. The aim of internal auditing is to promote and improve risk
management in Talentum's various operating areas.
Talentum keeps an active eye on the market situation in order to be able to
prepare for changes in the competition situation in advance. Competition has
remained unchanged for a long time, but it is possible that the major media
companies will increase their input in Talentum's product areas significantly.
The Talentum Group's currency risks comprise risks concerning foreign currency
flows and, in the case of Talentum Sweden, risks involved with translating
shareholders' equity denominated in foreign currency. The majority of the Group's
direct income and costs are generated in the euro zone. The basic principle for
controlling risks concerning foreign currency flows is by matching income and
costs. The basic principle for risks associated with translating shareholders'
equity is to try to hedge against large currency movements.
Talentum tries to hedge against finance risks relating to its business operations
by ensuring that stable financial conditions are created for developing them.
Customers' payment behaviour is monitored constantly. Attempts are made to invest
liquid funds in liquid money market instruments that have good credit standing.
Liquid funds do not contain a major interest rate risk because of the short
duration of the investments.
BUSINESS AREAS
Publishing
Publishing's net sales increased by 30% to EUR 74.7 million (EUR 57.5 million).
Most of the growth is explained by the publishing business in Sweden being part
of the Talentum Group only during the final quarter of 2005. The comparable net
sales in the final quarter of 2006 went up by 8% compared with the corresponding
quarter in the previous year. The operating profit (EBIT) for the entire year
2006 was EUR 7.1 million (EUR 9.8 million). Personnel arrangements in publishing
in Finland generated non-recurring costs of approximately EUR 1.5 million, which
were recorded for the fourth quarter of 2006. The effect of these arrangements
will be to reduce personnel costs by about EUR 2.5 million annually.
Magazine publishing's net sales in 2006 totalled EUR 62.3 million, book
publishing's net sales were EUR 10.0 million and the net sales for training
activities were EUR 2.4 million. Advertising revenue accounted for about 60% of
all the magazine revenue.
Talentum, together with its subsidiaries and associated companies publishes 15
magazines aimed at those working in a professional capacity, ten in Finland and
five in Sweden. The advertising revenue from Talentum's magazines rose by 6%. The
most significant factor in the development of advertising sales was the strong
annual growth of over 30% in recruitment advertising.
Circulation revenue from Talentum's magazines grew by 6%. Cooperation between
Talentum's magazines and professional organizations continued to work well. The
Finnish organizations of engineers and economists have made group subscription
agreements for the magazines Tekniikka & Talous and Talouselämä, and the Finnish
Marketing Association has a similar agreement for Markkinointi & Mainonta. The
Swedish Association of Graduate Engineers and the Swedish Society of Engineers
have group subscription agreements for Ny Teknik, Affärsvärlden also has a group
subscription agreement covering some 20,000 members in supervisory and management
positions in Sweden's private sector trade union (Sif).
Talentum's publishing in the legal field is a firmly based profitable and long-
term business resting on a solid foundation and not as susceptible to cyclical
fluctuation as magazine publishing. Talentum has also consolidated its status as
a publisher of business books.
TV Content Production
The net sales in January-September of Varesvuo Partners Oy, which concentrates on
TV content production, increased by 15% to EUR 24.6 million (EUR 21.5 million).
The operating profit rose to EUR 1.8 million (EUR 0.6 million).
TV Content Production's production companies invested in TV programme production,
with growth and profitability improving for both TV programmes and commercials.
The group's companies produced programmes for all the Finnish TV channels and two
full-length feature films.
Premedia
Premedia's net sales decreased by 14% to EUR 18.0 million (EUR 21.0 million). The
operating profit went down and was EUR -2.5 million (EUR 0.0 million). The
business area's operating profit included an impairment charge of EUR 1.8 million
on the goodwill contained in Premedia's operations. Measures will continue in
order to improve the business's processes, efficiency and profitability.
Direct Marketing
Direct Marketing's net sales increased by 14% to EUR 8.2 million (EUR 7.2
million). The operating profit (EBIT) was EUR 1.1 million (EUR 1.2 million).
Direct Marketing succeeded as planned in Finland and the Baltic States.
AGM, BOARD AND AUDITOR
Talentum's Annual General Meeting was held on March 28, 2006.
The AGM re-elected Manne Airaksinen and Juha Blomster as members of the Board of
Directors. Harri Kainulainen, Eero Lehti, Kai Mäkelä and Tuomo Saarinen were
elected new members of the Board.
Tuomo Saarinen was elected Chairman of the Board and Manne Airaksinen continued
as Vice Chairman.
Juha Blomster resigned from Talentum's Board of Directors on September 30, 2006,
taking up the position of Talentum Oyj's CEO on October 1, 2006.
Authorized Public Accountants PricewaterhouseCoopers Oy with APA Kari Miettinen
as the accountable auditor were re-elected auditors. APA Juha Wahlroos started as
the accountable auditor on June 22, 2006 with the departure of his predecessor,
APA Kari Miettinen, from the employ of PriceWaterhouseCoopers Oy.
The Board met altogether 16 times during the financial period. The average
participation by Board members was 91%.
SHARES AND SHARE CAPITAL
At the end of the period under review, Talentum Oyj's share capital totalled EUR
18,593,518.79, and the company has 44,220,817 fully paid-up shares. The shares
are listed on the OMX Nordic List (on the Helsinki Stock Exchange Main List until
October 2, 2006)
At the end of the period under review, the company held 181,000 company shares,
0.41% of Talentum's total stock and votes.
A total of 26,957,486 shares were traded during the financial period, 61.2% of
the total average stock during the financial period.
Shareholdings of the Board of Directors and Managing Director
On December 31, 2006, the number of Talentum Oyj shares and options owned by
members of the Board of Directors and the CEO personally and through companies in
which they have a controlling interest was 4,470,162, representing 10.1% of the
company's total shares and votes.
Board of Directors' authorizations
An Annual General Meeting on March 28, 2006 authorized the Board of Directors to
decide, within one year of the meeting, on taking out one or several convertible
bonds and/or issuing options and/or on increasing the share capital by a rights
issue in one or several instalments, provided that the increase is no more than
EUR 1,859,351.88 and that no more than 4,422,081 new shares are subscribed. The
maximum increase in the share capital and the combined number of votes of the
shares issued correspond to less than 10% of the company's registered share
capital and of the combined number of votes conferred by the shares. The Board of
Directors has the right to decide on the subscription price, the grounds for
determining the subscription price, other terms and conditions of the
subscription, and the other terms and factors relating to the rights issue,
issuing of options and taking out of a convertible loan. The authorization
includes the right to overrule the shareholders' right of pre-emption. The
authorization can be exercised only for financing mergers and acquisitions. As of
December 31, 2006, the authorization had not been exercised.
The Annual General Meeting on March 28, 2006 authorized the Board of Directors to
decide, within one year of the meeting, on the acquisition of the company's own
shares using the company's disposable funds in one or several instalments, but
placed a limit of 4,422,081 on the maximum number of shares to be acquired,
including the 181,000 shares acquired on the basis of previous acquisition
authorizations. The limit is equivalent to less than 10% of the company's
registered share capital and combined votes conferred by the shares. The
authorization includes the right to acquire shares in a manner other than in
proportion to the shareholders' holdings. As of December 31, 2006, the
authorization had not been exercised.
The Annual General Meeting on March 28, 2006 authorized the Board of Directors to
decide, within one year of the meeting, on the relinquishment in one or several
instalments of the company's own shares acquired for the company, but placed a
limit of 4,422,081 on the maximum number of shares to be relinquished. The limit
is equivalent to less than 10% of the company's registered share capital and
combined votes conferred by the shares. The authorization includes the right to
relinquish shares in a manner other than in the proportion to the shareholders'
pre-emptive rights to acquire the company's own shares. As of December 31, 2006,
the authorization had not been exercised.
Notifications
On January 4, 2006 Nordea Bank AB reported that its subsidiary, Nordea Bank Plc,
had acquired 600,000 Talentum shares on January 3, 2006, as a result of which the
Nordea Group's share of Talentum's ownership and votes exceeded 1/20. At the same
time, Nordea Bank AB reported that, as a result of derivative deals made on
January 3, 2006, the Nordea Group's and Nordea Bank Finland Plc's share of
Talentum's ownership and shares would fall below 1/20 when the forwards matured
on March 17, 2006.
On January 4, 2006 Oy Herttakuutonen Ab reported that its share of Talentum's
ownership and votes would reach 1/10 through a forward trade made on January 4,
2006 and maturing on March 17, 2006.
On February 13, 2006 Franklin Resources Inc. informed Talentum Oyj that the
holding by Franklin Mutual Advisers, LLC had exceeded the 5% proportion of the
ownership and voting rights and was 5.57%.
On March 10, 2006 Oy Herttakuutonen Ab informed Talentum Oyj that its proportion
of votes and share capital in Talentum Oyj (10.04%) had reached one tenth (1/10)
on trades that settled the forward trades of Oy Herttakuutonen Ab maturing on
March 17, 2006, announced by a stock exchange release on January 4, 2006,
resulting in the purchase of the linked shares.
Nordea Bank AB (publ.) informed Talentum Oyj on March 13, 2006 that on March 10,
2006 its Finnish subsidiary Nordea Bank Finland Plc had sold 1,692,700 Talentum
Oyj shares, due to which its proportion of Talentum's share capital and voting
rights as of March 10, 2006 was 0.00%. The Finnish subsidiary Nordea Life
Assurance Finland Ltd of the Nordea Bank AB (publ.) Group, owned in addition
1,049,050 Talentum Oyj shares, corresponding to 2.37% of the share capital and
voting rights. The holding of Nordea Bank AB (publ.) and its subsidiaries in
Talentum Oyj's share capital and voting rights was consequently 2.37%, and had
thus fallen below one-twentieth (1/20).
On May 22, 2006, Oy Herttakuutonen Ab reported that its share of Talentum's share
capital and voting rights had fallen below one tenth (1/10) through a transaction
conducted on May 19, 2006.
On May 22, 2006, Oy Herttaässä Ab reported that its share of Talentum's share
capital and voting rights had reached one tenth (1/10) through a transaction
conducted on May 19, 2006.
Voting at shareholders' meetings
Talentum Oyj's Articles of Association provide that no shareholder may exercise
more than 1/6 of the total votes carried by the company shares at a shareholders'
meeting. If subsidiaries or companies within the same group and/or pensions
foundations or pension funds of such companies together own shares carrying more
than 1/6 of the total votes, only 1/6 of the total votes can be exercised at
shareholders' meetings on the basis of these shares.
Shareholder agreements
The company is not aware of any mutual shareholder agreements between its
shareholders relating to the operations or ownership of the company.
Redemption clause
Talentum Oyj's Articles of Association include a clause stating that if the
number of shares controlled by a single owner exceeds 1/3 or 1/2 of the total
stock, the shareholder must make a redemption offer to all shareholders.
Dividend for 2005
The Annual General Meeting held on March 28, 2006 decided that a dividend of EUR
0.30 per share (adjusted for share issues) be paid for the 2005 financial year.
Market guarantee
An agreement with Nordea Securities Oyj on a market guarantee for Talentum Oyj
shares became effective on June 21, 2004. Under the agreement, Nordea Securities
will submit a purchase and sale offer so that the maximum permitted differential
between them is 3% of the purchase offer. The offers will include a minimum of
2,500 shares.
Corporate governance
Talentum Group observes the Companies Act, the legislation regulating the
securities markets and all other legislation relating to the management of public
limited companies. Talentum also observes the Corporate Governance Recommendation
issued in December 2003 by the Helsinki Stock Exchange, the Central Chamber of
Commerce and the Confederation of Finnish Industries, which became effective on
July 1, 2004. Talentum's corporate governance principles are accessible on
Talentum's web pages at www.talentum.fi.
Insider instructions
Talentum Group applies the Guidelines for Insiders by the Helsinki Stock
Exchange. In the Group, the period during which insiders do not trade in company
shares prior to the issue of financial information is 21 days.
Pension Foundation
Talentum's pension foundation began operations on April 1, 2004. It handles the
pension liabilities of Talentum Oyj, Talentum Media Oy and Suoramarkkinointi Mega
Oy, covering a total of some 600 employees.
DIVIDEND PROPOSAL
The Board of Directors has decided to propose to the Annual General Meeting on
March 27, 2007, the payment of a dividend of EUR 0.18 per share for 2006. The
dividend will be paid to shareholders registered in the shareholders' register on
the dividend payment record date i.e. March 30, 2007. It will be proposed that
the dividend be paid on April 11, 2007.
INCOME STATEMENT
1000 EUR 10-12/ 10-12/ 1-12/ 1-12/
2006 2005 2006 2005
Net sales 36 567 34 291 121 062 103 289
Operating profit (adjusted) *) 1 608 3 922 4 275 20 447
Financial income and expenses -175 -83 -524 -741
Share of profit of associates 169 108 464 239
Adjusted profit before tax *) 1 603 3 947 4 216 19 945
Operating profit on discontinued 0 0 0 -11 231
operations
Profit before tax 1 603 3 947 4 216 8 715
Income tax expense -1 059 -293 -1 497 -1 556
Profit after tax - ongoing activities 543 3 654 2 718 7 158
Discontinued operations 0 0 0 11 500
Profit for the period 543 3 654 2 718 18 658
Attributable to:
Equity holders of the parent 545 3 438 2 179 17 868
Minority interest -1 216 539 789
Earnings per share (EUR) 0.01 0.08 0.05 0.42
Earnings per share, ongoing operations 0.01 0.08 0.05 0.16
(EUR)
Earnings per share, discontinued 0.00 0.00 0.00 0.26
operations (EUR)
*) Including discontinued operations
BALANCE SHEET 31.12.2006 31.12.2005
1000 EUR
ASSETS
Non-current assets
Intangible assets 12 196 12 135
Goodwill 23 686 24 792
Tangible assets 7 854 7 754
Investments in associates 2 750 1 389
Deferred income taxes 3 514 3 458
Other long term receivables and 1 445 1 375
investments
Total non-current assets 51 444 50 903
Current assets
Inventories 3 326 3 469
Trade receivables and other receivables 14 448 13 407
Cash and cash equivalents 20 468 22 677
Total current assets 38 242 39 553
TOTAL ASSETS 89 686 90 456
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity
Share capital 18 594 18 594
Share premium reserve 5 896 5 896
Own shares -1 314 -1 314
Fair value reserve and other reserves 4 4
Exchange differences 543 -44
Retained earnings 4 562 254
Net income 2 179 17 868
Total 30 464 41 259
Minority interest 1 689 2 043
Total equity 32 153 43 302
Long term debt 8 224 8 522
Short term debt 49 310 38 632
SHAREHOLDERS' EQUITY AND LIABILITIES 89 686 90 456
Interest bearing debt 25 529 15 555
CASH FLOW STATEMENT 1-12/2006 1-12/2005
1000 EUR
Profit for the period 2 718 18 658
Adjustments 6 893 -5 309
Change in working capital 999 -3 392
Net financial items and taxes -1 537 -1 727
Net cash from operating activities 9 073 8 230
Aquisitions of subsidiaries and associates -3 907 -11 903
Purchase of other non-current assets -3 615 -3 225
Other investments -29 -1 772
Sales of subsidiaries 0 17 770
Sales of other non-current assets 541 461
Net cash used in investing activities -7 010 1 331
Change in short term loans 12 000 -2 000
Change in long term loans -1 815 -4 710
Payment of finance lease liabilities -127 -174
Dividends paid -13 734 -6 620
Other financing items -596 -74
Share repurchases 0 -1 724
Net cash used in financing activities -4 272 -15 302
Net change in cash and cash equivalents -2 209 -5 741
Cash and cash equivalents at beginning of 22 677 28 418
period
Cash and cash equivalents at end of period 20 468 22 677
Including discontinued operations:
Cash flow from operating activities 628
Cash flow from investing activities 15 289
Cash flow from financing activities -1 400
INVESTMENTS 1-12/2006 1-12/2005
1000 EUR
Investments in non-current assets, ongoing 5 087 25 672
activities
Investments in non-current assets, 0 2 876
discontinued activities
Total 5 087 28 548
% of net sales 4,2 23,3
AVERAGE NUMBER OF EMPLOYEES
1-12/2006 1-12/2005
Talentum Group **) 767 923
Part-time telemarketing staff 297 279
Total 1 064 1 202
**) Including employees of discontinued 222
operations
CONTINGENT LIABILITIES 31.12.2006 31.12.2005
1000 EUR
Given as security 5 903 5 903
loans with securities as collateral 3 107 3 801
Rental and other commitments ***) 17 083 18 845
Leasing commitments ***) 3 344 2 492
***) Including the commitments of
discontinued operations
NUMBER OF SHARES
Adjusted average number 44039817 42720075
Number at the end of period 44039817 44039817
KEY FIGURES
Earnings per share, adjusted (EUR) 0.05 0.42
Earnings per share, ongoing activities 0.05 0.16
(EUR)
Earnings per share, discontinued 0.00 0.26
operations (EUR)
Equity per share (EUR) 0.69 0.94
Equity ratio, % 36.07 48.84
STATEMENT OF CHANGES IN EQUITY
1000 EUR Equity Share Fair Exch Retaine Minorit Total
premiu value ange d y equity
m reser diff earning interes
reserv ve eren s t
e and ces
othe
reser
ves
Equity 31.12.2006 18 594 5 896 4 543 5 427 1 689 32 153
TALENTUM GROUP / SUB-SEGMENTS
1000 EUR 10-12/ 10-12/ 1-12/ 1-12/
2006 2005 2006 2005
Net sales
Publishing 23 459 21 624 74 674 57 447
TV content production 7 783 6 158 24 641 21 499
Premedia 4 449 5 346 18 021 20 975
Direct marketing 2 014 1 794 8 177 7 163
Internet consulting ****) 0 0 0 19 717
Sales within group -1 138 -631 -4 451 -4 027
Total 36 567 34 291 121 062 122 774
-Discontinued operations 0 0 0 -19 717
Adjustments and eliminations 0 0 0 232
Total 36 567 34 291 121 062 103 289
Operating profit
Publishing 2 876 4 518 7 143 9 823
TV content production 762 343 1 769 628
Premedia -1 813 -394 -2 510 31
Direct marketing 263 295 1 122 1 157
Internet consulting ****) 0 0 0 743
Parent company and group items -480 -840 -3 249 -2 422
Capital gain on discontinued 0 0 10 488
operations
Total 1 608 3 922 4 275 20 447
PUBLISHING BY GEOGRAPHICAL AREA
1000 EUR 10-12/ 10-12/ 1-12/ 1-12/
2006 2005 2006 2005
Net sales
Finland 16 157 15 698 52 645 51 241
Other 7 302 5 926 22 029 6 206
Total 23 459 21 624 74 674 57 447
Operating profit
Finland 1 637 3 591 5 525 8 888
Other 1 239 927 1 618 935
Total 2 876 4 518 7 143 9 823
AVERAGE NUMBER OF EMPLOYEES
1-12/2006 1-12/2005
Publishing 405 308
TV content production 98 102
Premedia 199 228
Direct marketing 346 326
Internet consulting ****) 0 222
Group administration 16 16
Total 1 064 1 202
****) Discontinued operations, gross
This interim report is unaudited
The figures in this information have not been audited.
The forecasts and estimates presented here are based on the management's current
view of the trend in the economy, and the actual results may significantly differ
from what is expected at the moment.
- Talentum will issue an interim report for January-March on April 27, 2007; for
April-June on Friday July 20, 2007 and for July-September on Friday October 26,
2007.
- The Annual General Meeting will be held on Tuesday, March 27, 2007.
TALENTUM OYJ
Juha Blomster
CEO
FURTHER INFORMATION
Juha Blomster, CEO, tel +358 (0)40 342 4444
Kai Järvikare, CFO, tel +358 (0)40 342 4210
www.talentum.com
COPIES TO
Helsinki Stock Exchange
Key Media
BRIEFING
A briefing for analysts and the media will be held today February 9, 2007 at 9.30
a.m. at the Talentum head office in Annankatu 34-36 B, Kamppi, Helsinki. The
financial performance will be presented by CEO Juha Blomster and CFO Kai
Järvikare will also be present.