MARTELA OYJ STOCK EXCHANGE RELEASE 15 February, 2007 1 (12) MARTELA OYJ'S FINANCIAL STATEMENTS FOR 1 JANUARY - 31 DECEMBER, 2006 The market situation improved and the revenue for 2006 increased by 17.1 per cent to EUR 119.7 million (102.2). The profit before taxes rose, thanks to a strong final quarter, to EUR 3.7 million (1.0). Other operating income of EUR 1.4 million (1.0) also contributed to the improved result. The financial situation remained good and the equity-to-assets ratio rose to 42.4 per cent (40.8). It is estimated that this growth will continue in 2007 and that the result will improve. Market situation The demand for office furniture started to increase for the first time for years. The market situation improved in all of the Group's main market areas. Group structure No changes took place in the Group structure in 2006. As this was the case also in 2005, the Group structure and financial statements figures are comparable. Segment reporting Martela has one primary segment, namely the furnishing of offices and public spaces. The revenue and result are as reported in the consolidated financial statements. The Group's secondary segment consists of customers according to geographic location. Revenue Revenue for 2006 rose to EUR 119.7 million (102.2), an increase of 17.1 per cent. Revenue increased in all of the Group's main market areas. The growth is primarily due to the improved market situation, more efficient sales and successful product launches. Invoicing by main market areas, January-December 2006 Percentage 2005 Percentage Change, % Finland 83.0 69.3% 71.0 69.2% +16.9% Scandinavia 22.3 18.6% 19.5 19.0% +14.3% Other regions *) 14.5 12.1% 12.1 11.8% +19.1% Total 119.8 100.0% 102.7 100.0% +16.7% *) includes the invoicing of Profit Centre Poland, which in 2006 was EUR 8.5 million (6,2) and growth 37 %. The invoicing of the Polish unit also includes its export to Central Eastern Europe. 2 (12) Quarterly invoicing by main market areas 1/05 2/05 3/05 4/05 1/06 2/06 3/06 4/06 Finland 16.3 17.0 17.0 20.6 19.0 18.4 19.5 26.1 Scandinavia 4.5 4.3 5.5 5.3 5.1 4.6 6.2 6.4 Other areas 3.2 2.9 2.5 3.5 2.8 4.3 3.0 4.3 Total 24.0 24.2 25.0 29.5 26.9 27.3 28.8 36.8 As in the previous years, revenue for the final quarter was the highest. Growth was particularly strong on the Finnish market. Group result The profit before taxes of the final quarter rose to EUR 2.7 million (1.2), thanks to a substantial increase in revenue. The profit before taxes for 2006 was EUR 3.7 million (1.0). The key factors behind the improved result were the strong growth in revenue, and proceeds from the sale of assets. Proceeds from the sale of real estate and shares totalled EUR 1.0 million (0.3). The comparability of the 2006 and 2005 figures is also affected by the fact that the 2005 result was improved by a reversal, in the final quarter of 2005, of a EUR 0.7 million impairment made in the 2004 opening IFRS balance sheet. The increase in financial items resulted from a decrease in financial income and foreign exchange gains. The majority of the year's profit was made in the final quarter. Improved results were recorded in all of the Group's units. The taxes in the income statement derive mainly from a decrease in deferred tax assets recognised earlier. They are not cash-based. Result by quarter-year 1/05 2/05 3/05 4/05 1/06 2/06 3/06 4/06 Revenue 23.9 24.1 25.0 29.3 26.9 27.2 28.8 36.8 Other income 0.3 0.1 0.1 0.5 0.2 0.6 0.1 0.5 Operating profit -0.2 -0.9 1.3 1.4 -0.1 0.9 0.8 2.8 Operating profit, % -1.0% -3.7% 5.1% 4.6% -0.2% 3.2% 2.9% 7.7% Profit before -0.4 -0.9 +1.1 +1.2 -0.3 +0.6 +0.7 +2.7 taxes 3 (12) Key figures 2006 2005 2004 Revenue 119.7 102.2 100.7 Change in revenue, % 17.1 1.5 -1.4 Operating profit 4.5 1.5 -1.6 Operating profit, % 3.8 1.5 -1.5 Return on investment, % 11.0 4.3 -2.2 Return on equity, % 11.4 -0.5 -8.1 Equity to assets ratio, % 42.4 40.8 39.3 Gearing, % 53.0 62.8 56.4 Average staff 626 610 662 Revenue/employee 191.3 167.6 152.2 Capital expenditure The Group's gross capital expenditure totalled EUR 1.8 million (1.6). Capital expenditure mainly concerned production line automation at the Nummela and Kitee plants, other production equipment replacements and IT expenditure. A contract was signed in December 2006 on the sale and partial leasing back of the Martela AB's Bodafors plant in Sweden. The property's sales price was EUR 1.7 million and the right of possession was to be transferred at the turn of March/April 2007. Martela AB has leased about 40 per cent of the plant's area for its own use on a 10-year lease. Proceeds of EUR 0.8 million will be realised on the property sale at the turn of March/April 2007. Organisation The Group's operational organisation was renewed on 1 April, 2006. The main objective was to increase the focus on surroundings furniture collections and collections for other public premises, and on their competitiveness. Martela's target is to become a major international player in this area, as well as in workstation furniture. To reach this target, it was decided to divide the Group's product and product development resources into two business units responsible for the collection and for product development respectively. The "Office" business unit is responsible for workstation furniture, while "Surroundings" is responsible for furniture for lobbies and other public premises. At the same time, the Nummela logistics centre, which mainly serves the Finnish market, was integrated in the operational organisation for Finland. The logistics centres in Bodafors, Sweden and Warsaw, Poland were already part of their respective local organisations. The logistics centres' operating concept and technology development and Group acquisitions were reorganised into a Group production and logistics process, which is also responsible for the Kidex Oy and P.O.Korhonen Oy production companies. 4 (12) Staff The Group employed 626 (610) people on average, up by 2.6 per cent. There were 632 (604) employees at work at the end of 2006. Staff 2006 2005 2004 Average staff 626 610 662 - change, % +2.6 -7.9 -13.7 Staff at end of review period 632 604 613 Revenue/employee (EUR 1,000) 191.3 167.6 152.2 - change, % +14.1 +10.1 +14.3 Pay and bonuses during the financial year 21.9 19.4 19.9 Average staff by region 2006 2005 2004 Finland 501 489 514 Scandinavia 75 70 98 Poland 50 51 50 Group total 626 610 662 Staff by quarter-year 1/05 2/05 3/05 4/05 1/06 2/06 3/06 4/06 Average staff 611 627 613 593 611 632 636 632 Staff at end of review period 610 641 600 604 600 660 629 632 Revenue/employee (EUR 1,000) 39.1 38.4 40.8 49.5 44.0 43.0 45.3 58.3 5 (12) Product development Product development and collection management is the responsibility of two Group organisations: the "Office" business unit takes care of workstation furniture, while "Surroundings" takes care of furniture for lobbies and other public premises. During 2006, product development employed 21 (20) people and product development expenses accounted for 2.1 (2.0) per cent of the revenue. During the year, the product range was renewed and supplemented with task chairs and other workstation furniture, furniture for schools and other teaching facilities, and auditorium furniture. At the beginning of the year, loudspeakers and air purifiers that can be integrated in the workstation were launched at the Stockholm Furniture Fair. In response to the positive feedback, they were developed into saleable products and presented in the autumn at numerous work wellbeing events. Lobby furniture by several designers was presented last autumn at the Design Partners Exhibition in Helsinki. The development of the Pinta desk collection into a saleable product family was a significant achievement. This extensive range of desks enables more individual, efficient and modifiable workstation solutions which can also be adapted to changing needs in the future. The range was launched at the Stockholm Furniture Fair in February 2007. The Environment The aim of Martela's environmental management policy is to provide customers with durable, long lasting products that promote safety and high quality in the working environment, and whose production harms the natural environment as little as possible. Martela Oyj applies the ISO 14001:2004 standard in environmental management. The aim of the environmental management programs is to reduce the environmental load of Martela's products throughout their life cycles, and to increase the reuse and recycling of materials. Martela has paid particular attention to the recycling and potential re-use of discarded furniture by offering recycling services to customers. Martela Oyj's environmental system certification will be valid until the end of 2008 and also includes Kidex Oy's operations. P.O. Korhonen Oy also has its own certified environmental system. Finance The net cash from operating activities of EUR 0.9 million (1.0) was affected by a working capital increase of EUR 7.8 million accumulated from the beginning of the year. The change in working capital was mainly due to an increase in trade receivables as revenue rose sharply at the end of the year. The net cash from investing activities was positive at EUR +1.2 million (-1.1) as a result of the disposal of fixed assets. Net interest-bearing debt decreased by EUR 2.2 million to EUR 17.1 million (19.3) at the end of the year. Liquid assets at the end of the year amounted to EUR 3.9 million (5.0). The key figures related to solvency improved. The equity-to-assets ratio was 42.4 (40.8) per cent and gearing was 53.0 (62.8) per cent. Shares 6 (12) During the financial year, 1,076,693 (966,453) of the company's A shares were traded on the Helsinki Stock Exchange, corresponding to 30.3 (27.2) per cent of the entire stock. The value of trading turnover was EUR 7.3 million (6.8). The value of a share was EUR 7.26 at the beginning of the year and EUR 6.50 at the end of the year. During the financial year the share price was EUR 8.16 at its highest and EUR 5.99 at its lowest. At the end of 2006, equity per share was EUR 6.1. 2006 Annual General Meeting The Annual General Meeting held on 21 March 2006 decided to distribute a dividend of EUR 0.15 per share. The AGM elected Heikki Ala-Ilkka, Tapio Hakakari, Heikki Martela, Pekka Martela, Jori Keckman and Jaakko Palsanen to the Board of Directors for the next term. Matti Lindström was elected as the staff representative and Raimo Santala as his deputy. The Board chose Heikki Ala-Ilkka as Chairman and Pekka Martela as Deputy Chairman. Reino Tikkanen, Authorised Public Accountant, was elected as the auditor of the company, with KPMG Oy Ab as the deputy auditor. The AGM renewed the authorisation of the Board to decide for the following year on raising the share capital, issuing convertible bonds and acquiring and/or disposing of the company's shares in deviation from the pre-emptive rights of shareholders. Treasury shares Martela did not purchase any of its own shares for the Treasury in 2006. On 31 December, 2006, Martela owned 67,700 of its own A shares, which had been purchased at an average price of EUR 10.65. Martela's holding of Treasury shares amounts to 1.6 per cent of all shares and 0.4 per cent of all votes. Outlook for the future Demand for office furniture increased in 2006. The consolidated revenue increased, by Martela's estimate, at a faster rate than the market, and the profit was much improved. Demand will probably continue to rise in 2007, but not as sharply as in 2006. As a result of the revenue increase and cost structure efficiency measures, the Group's result is expected to be a further improvement on that of 2006. In 2006, the consolidated revenue increased towards the end of the year, as is usual. This is expected to happen also in 2007, and the result of the first quarter of 2007 is expected to fall clearly below that of the final quarter of 2006. The areas of focus for operational development will be: - further sales development and introduction of new operating concepts - expansion and strengthening of sales channels - increasing the efficiency of the order-delivery chain by utilising more comprehensive Group IT solutions - The "Office" business unit will present new key products and services, which are expected to increase competitiveness in the basic business of workstation furniture and in the equipping of workstations - In accordance with its strategy, the "Surroundings" business unit will increase sales in all its sectors, with the aim of turning Martela into a significant supplier of furniture for lobbies and other public premises - Kidex Oy, which is a component contract manufacturer, will strive to become profitable by further increasing volumes to customers outside the Group. Their proportion has been increasing. 7 (12) Risks It is estimated that the greatest risks to the improvement of profit performance relate to the continuation of general economic growth and the consequent overall demand for office furniture. Another risk is posed by the above-mentioned challenging development projects and the timetables and implementation of objectives. Any delays would affect growth, competitiveness and development of the cost structure. 2007 Annual General Meeting and the Board's proposal for distribution of profit Martela Oyj's AGM will be held on Tuesday, 20 March, 2007. The Board of Directors proposes that the AGM decides to authorize the Board of Directors to decide on acquisition and disposal of own shares as in the previous years. The Board of Directors will further propose that a dividend of EUR 0.25 per share be distributed for 2006. Shareholders register in the shareholder register maintained at the Finnish Central Securities Depository Ltd on the record date for dividend payment, Friday, 23 March, 2007, will be entitled to the dividend declared by the Company. Dividend payments will be made on Friday, 30 March, 2007. A separate Stock Announcement will be published. Board members and auditors Shareholders representing a total of over 50 per cent of the company's votes have informed the company of their intention to propose that the following members be re-elected to the Board: Heikki Ala-Ilkka, Tapio Hakakari, Jori Keckman, Heikki Martela, Pekka Martela and Jaakko Palsanen. They will also propose that Matti Lindström be elected as staff representative, with Raimo Santala as deputy. The above shareholders have also announced that they will propose that Reino Tikkanen, Authorised Public Accountant, be elected as the company's auditor, with KPMG Oy, Authorised Public Accountants, as deputy, until the end of the following AGM. Events after the end of the financial year Non-business-related assets were sold in early 2007, and this will improve the result of the first quarter by EUR 0.5 million. Moreover, proceeds of EUR 0.8 million from the sale of the Bodafors plant in Sweden will be realised at the turn of March/April. Martela's Board of Directors decided on 14 February, 2007 on a share-based incentive scheme for key personnel for 2007-2009. The key personnel will be eligible to receive Martela's A shares if the targets set for specified earnings periods are achieved. These periods are the calendar years 2007, 2008 and 2009. Any incentives paid on the basis of the above scheme will be paid in both shares and cash at the end of each earnings period. The maximum incentive for the whole scheme is 153,000 Martela Oyj A shares and the amount of cash needed to cover taxes and similar charges, which amounts to approximately the value of the shares to be paid. The achievement of the targets set for an earnings period determines the percentage of the maximum bonus to be paid to a key person. The company is planning to outsource the administration of this incentive plan to Alexander Management Oy which will, for this purpose, acquire the Company's A- shares from the Helsinki Stock Exchange to be used for hedging and implementation of the incentive plan. GROUP INCOME STATEMENT (EUR 1000) 8 (12) 2006 2005 2006 2005 1-12 1-12 10-12 10-12 Revenue 119.727 102.246 36.845 29.337 Other operating income 1.429 0.987 0.568 0.487 Employee benefits expenses -27.562 -24.617 -8.373 -6.742 Operating expenses -85.763 -74.344 -25.335 -21.562 Depreciation and impairment -3.332 -2.756 -0.868 -0.157 Operating profit/loss 4.499 1.516 2.837 1.363 % of turnover 3.8 1.5 7.7 4.7 Financial income and expenses -0.798 -0.544 -0.143 -0.195 Profit/loss before taxes 3.701 0.972 2.694 1.168 % of turnover 3.1 1.0 7.3 4.0 Income tax -0.977 -1.085 -0.484 -1.203 Profit/loss for the period 2.723 -0.112 2.209 -0.034 % of turnover 2.3 -0.1 6.0 -0.1 Basic earnings per share, eur 0.7 0.0 0.5 0.0 Diluted earnings per share, eur 0.7 0.0 0.5 0.0 GROUP BALANCE SHEET (EUR 1000) 31.12.2006 31.12.2005 ASSETS Non-current assets Intangible assets 0.662 0.517 Tangible assets 15.784 18.991 Investments 0.062 0.078 Deferred tax assets 0.776 1.819 Pension obligations 0.018 0.000 Investment properties 1.166 1.161 Total 18.468 22.566 Current assets Inventories 11.938 10.057 Receivables 24.792 18.512 Financial assets at fair value through profit and loss 1.943 2.875 Cash and cash equivalents 1.968 2.088 Total 40.641 33.532 Total assets 59.109 56.098 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Share capital 7.000 7.000 Share premium account 1.116 1.116 Other reserves 0.121 0.117 Translation differences -0.133 -0.108 Retained earnings 17.542 15.432 Treasury shares -0.721 -0.721 Total 24.925 22.836 Non-current liabilities 9 (12) Interest-bearing liabilities 12.844 15.605 Deferred tax liability 0.175 0.297 Other non-current liabilities - - Pension obligations 0.000 0.001 Total 13.019 15.902 Current liabilities Interest-bearing 4.271 3.707 Non-interest bearing 16.894 13.653 Total 21.165 17.360 Total liabilities 34.184 33.262 Equity and liabilities, total 59.109 56.098 STATEMENT OF CHANGES IN EQUITY (EUR 1000) Equity attributable to equity holders of the parent Share Share Other Trans. Retained Treasury Total capital premium reserves diff. earnings shares account 01.01.2005 7.000 1.116 0.122 -0.165 16.157 -0.721 23.509 Dividends paid -0.613 -0.613 Translation diff. -0.005 0.057 0.052 Profit/loss for the period -0.112 -0.112 31.12.2005 7.000 1.116 0.117 -0.108 15.432 -0.721 22.836 1.1.2006 7.000 1.116 0.117 -0.108 15.432 -0.721 22.836 Dividends paid -0.613 -0.613 Translation diff. 0.004 -0.025 -0.021 Profit/loss for the period 2.723 2.723 31.12.2006 7.000 1.116 0.121 -0.133 17.542 -0.721 24.925 CONSOLIDATED CASH FLOW STATEMENT (EUR 1000) 2006 2005 1-12 1-12 Cash flows from operating activities Cash flow from sales 114.537 100.325 Cash flow from other operating income 0.364 0.635 Payments on operating costs -113.292 -99.364 Net cash from operating activities before financial items and taxes 1.609 1.596 Interest paid -0.691 -0.734 Interest received 0.048 0.043 Other financial items -0.084 0.123 Dividends received 0.003 0.002 Taxes paid -0.018 -0.076 Net cash from operating activities (A) 0.867 0.954 Cash flows from investing activities 2006 2005 10 (12) 1-12 1-12 Capital expenditure on tangible and intangible assets -1.840 -1.664 Proceeds from sale of tangible and intangible assets 2.992 0.580 Loans granted - - Repayments of loans receivables 0.006 - Net cash used in investing activities (B) 1.158 -1.084 Cash flows from financing activities Proceeds from short-term loans 1.783 - Repayments of short-term loans -1.546 -1.443 Proceeds from long-term loans - 0.170 Repayments of long-term loans -2.689 -0.818 Dividends -0.613 -0.613 Net cash used in financing activities (C) -3.065 -2.704 Change in cash and cash equivalents (A+B+C) -1.041 -2.834 (+ increase, - decrease) Cash and cash equivalents at the beginning of period 4.963 7.812 Translation differences -0.010 -0.015 Cash and cash equivalents at the end of period 3.911 4.963 KEY FIGURES/RATIOS 2006 2005 1-12 1-12 Revenue EUR million 119.7 102.2 Change in revenue, % 17.1 1.5 Exports and international operations, 36.7 31.6 EUR million In relation to revenue, % 30.7 30.9 Gross capital expenditure on fixed 1.8 1.6 assets, EUR million In relation to revenue, % 1.5 1.6 Research and development expenses, 2.5 2.0 EUR million In relation to revenue, % 2.1 2.0 Average personnel 626 610 Change in personnel, % 2.6 -7.9 Personnel at year end 632 604 Turnover / employee, EUR thousand 191.3 167.6 Return on equity, % 11.4 -0.5 Return on investment, % 11.0 4.3 Equity ratio, % 42.4 40.8 Interest-bearing net-debt, EUR million 13.2 14.3 Gearing ratio, % 53.0 62.8 Key share-related figures 11 (12) Number of shares, at the end of period (1000) 4155.6 4155.6 Basic earnings per share, EUR 0.7 0.0 Diluted earnings per share, EUR 0.7 0.0 Price/earnings ratio (PE) 9.8 -265.2 Equity per share, EUR 6.1 5.6 Dividend/share, EUR 0.25* 0.15 Dividend/earnings, EUR 37.5 -547.9 Effective dividend yield, % 3.8 2.1 Price of A-share 31.12. EUR 6.50 7.26 *) Proposal of the Board of Directors The largest shareholders, 31.12.2006 No.of shares % of total (A+K-series) votes Marfort Oy 524 574 38.8 Ilmarinen Mutual Pension Insurance Company 335 400 2.1 Odin Förvaltnings AS 228 400 1.5 Mutual Fund Nordea Nordic Small Cap 200 247 1.3 Palsanen Leena 199 634 9.6 FIM Fenno Mutual Fund 193 900 1.2 OP-Suomi arvo-Mutual Fund 178 700 1.1 Pohjola P & C Insurance company 170 000 1.1 Martela Heikki 158 356 7.3 Suomen Argentor Oy 154 600 1.0 Martela Matti 115 238 7.8 Lindholm Tuija 112 546 6.0 Mutual Fund Aktia Capital 106 500 0.7 Palsanen Jaakko 85 868 0.8 Ålandsbanken Nordic Value 77 500 0.5 Martela Pekka 75 667 8.9 Other shareholders 1 238 470 10.3 Total 4 155 600 100.0 The number of registered Martela Oyj shares on 31.12.2006 was 4.155,600. The shares are divided into A and K shares. Each A share carries 1 vote and each K share 20 votes in a general shareholders' meeting. The company's board of directors and CEO together hold 8.5% of the shares and 17.2% of the votes. Segments 2006 (EUR 1,000) Geographical segments Finland Scandinavia Other Elim. Unalloc. Total areas Turnover 82.920 22.364 14.414 0.029 119.727 Segment assets 49.215 10.003 4.377 -8.684 4.198 59.109 Capital expenditure 1.598 0.078 0.148 1.824 12 (12) 2005 (EUR 1,000) Geographical segments Finland Scandinavia Other Elim. Unalloc. Total areas Turnover 70.680 19.450 12.115 102.246 Segment assets 42.895 7.191 4.286 -3.538 5.264 56.098 Capital expenditure 1.290 0.113 0.207 1.610 CONTINGENT LIABILITIES 31.12.2006 31.12.2005 Mortgages and shares pledged 20.739 20.560 Guarantees 0.115 0.113 Other commitments 0.323 0.315 Rental commitments 9.753 11.621 DEVELOPMENT OF SHARE PRICE 2006 2005 1-12 1-12 Share price at the end of period, EUR 6.50 7.26 Highest price, EUR 8.16 8.99 Lowest price, EUR 5.99 6.08 Average price, EUR 6.82 7.01 Annual Reports in Finnish and English will be published during the week 10. The first Interim Report for the period January 1 - March 31, 2007 will be published on April 24, 2007. Helsinki, February 14, 2007 Martela Oyj Board of Directors Heikki Martela CEO For more information, please contact Heikki Martela, CEO, tel. +358 50 502 4711 Distribution Helsinki Exchanges Main news media www.martela.com