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Nordic Fibreboard

Annual Report Feb 18, 2022

2229_ir_2022-02-18_d697b34c-f064-4ab0-9866-82be21dee9e5.pdf

Annual Report

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Fourth quarter and 12 months Interim report 2021

NORDIC FIBREBOARD AS

Consolidated Interim Report for the Fourth quarter and 12 months of 2021 (unaudited)

Beginning of the Interim Report Period: 1.10.2021
End of the Interim Report Period: 31.12.2021
Beginning of the financial year: 1.01.2021
End of the financial year: 31.12.2021
Business name: Nordic Fibreboard AS
Registry code: 11421437
Address: Rääma 31, Pärnu 80044, Estonia
Telephone: +372 44 78 323
E-mail: [email protected]
Homepage: www.nordicfibreboard.com
Auditor: AS PricewaterhouseCoopers
Main activity: Production and wholesales of fibreboards
COMPANY PROFILE 3
MANAGEMENT REPORT 4
DECLARATION OF THE MANAGEMENT BOARD 9
INTERIM FINANCIAL STATEMENTS 10
CONSOLIDATED STATEMENT OF FINANCIAL POSITIONS 10
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 11
CONSOLIDATED STATEMENT OF CASH FLOWS 12
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 13
NOTES TO THE CONSOLIDATED INTERIM REPORT 14
NOTE 1 ACCOUNTING POLICIES AND MEASUREMENT BASES 14
NOTE 2 TRADE AND OTHER RECEIVABLES 14
NOTE 3 INVENTORIES 15
NOTE 4 INVESTMENT PROPERTY 15
NOTE 5 PROPERTY PLANT EQUIPMENT AND RIGHT-OF-USE ASSETS 16
NOTE 6 INTANGIBLE ASSETS 17
NOTE 7 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 17
NOTE 8 BORROWINGS 17
NOTE 9 TRADE AND OTHER PAYABLES 19
NOTE 10 PROVISIONS 19
NOTE 11 EQUITY 20
NOTE 12 EARNINGS PER SHARE 21
NOTE 13 SEGMENTS 21
NOTE 14 COST OF GOODS SOLD 23
NOTE 15 DISTRIBUTION COSTS 23
NOTE 16 ADMINISTRATIVE AND GENERAL EXPENSES 23
NOTE 17 LABOUR EXPENSES 23
NOTE 18 OTHER OPERATING INCOME AND EXPENSES 24
NOTE 19 FINANCIAL INCOME AND EXPENSES 24
NOTE 20 RELATED PARTIES 25

COMPANY PROFILE

Nordic Fibreboard AS main activity is production and sale of building materials. Nordic Fibreboard AS is a holding company with subsidiaries Nordic Fibreboard Ltd OÜ, Pärnu Riverside Development OÜ (was established by the demerger of subsidiary in 2019) and Skano Furniture OÜ, herewith in turn Nordic Fibreboard Ltd OÜ owns a subsidiary Suomen Tuulileijona OY.

The Group, as of 31.12.2021, therefore consists of the following companies, all 100% owned:

Subsidiary Location Activity
Nordic Fibreboard Ltd OÜ Estonia Production and sales
Suomen Tuulileijona OY Finland Marketing
Pärnu Riverside Development OÜ Estonia Rental and property development
Skano Furniture OÜ Estonia Retail

Nordic Fibreboard Ltd OÜ produces and distributes softboard products for use in many different applications, the main categories being within construction (insulation, soundproofing, and interior finishing panels for walls and ceilings) and industry (packaging, door cores, expansion joint filler, pin and notice boards, acoustic reduction, cake boards, firelighters). Suomen Tuulileijona OY is the marketing company of Nordic's Fibreboard products in Finland.

Pärnu Riverside Development OÜ owns and manages real estate located at Suur-Jõe street in Pärnu, the Company provides rental service to local companies.

Skano Furniture OÜ is a retail company, whose activity was the sale of home furnishing furniture. The company finished its activities on 31.01.2020, when it closed the last two furniture showrooms. Skano Furniture OÜ subsidiary Skano LT UAB was liquidated on 17.03.2021.

The principal markets of the company are the Nordic, Russia and Baltic region. Nordic Fibreboard`s customers and partners are well recognized parties within their field of expertise, and value long-term relations with Nordic Fibreboard.

The shares of Nordic Fibreboard AS are listed on the Nasdaq Tallinn Stock Exchange secondary list.

As at 31.12.2021 the Group employed 91 people (31.12.2020: 97 people).

MANAGEMENT REPORT

NORDIC FIBREBOARD AS UNAUDITED RESULTS FOR FOURTH QUARTER AND 12 MONTHS OF 2021

Consolidated net sales for Q4 2021 were € 2.34 million, which was 13% higher than in the same period of previous year (Q4 2020: € 2.07 million), of which the sales revenue of fibreboard was € 2.30 million and the sales revenue of real estate management was € 0.04 million.

Consolidated sales for the full year 2021 was € 10.10 million, a slight decline from 2020 full year sales of € 10.27 million. Main reason for such decline was due to the closure of the second fibreboard factory in March 2020 triggered by the COVID-19 pandemic, which led to a decline of fibreboard sales in year 2021 from year 2020 of € 0.16 million.

Fibreboard sales in Q4 2021 of € 2.31 million was ahead of Q4 2020 sales with € 0.29 million, which was due to fewer production maintenance days during Q4 2021 compared to Q4 2020. In the real estate management subsidiary Pärnu Riverside Development, sales in Q4 2021 of € 0.04 million was a decrease of € 0.03 million from Q4 2020, this being caused by the loss of the largest rental tenant in Q4 2021.

The consolidated EBITDA of Nordic Fibreboard AS was € 215 thousand for Q4 2021 (Q4 2020: EBITDA was € 137 thousand). The improvement in EBITDA was due to slightly improved gross margin as well as less overhead costs in the fibreboard division during Q4 2021 compared to Q4 2020. Overhead costs were lower due to the one-off expense incurred in Q4 2020 for the removal of the old unused office building located at the fibreboard site in Pärnu.

Consolidated net loss for Q4 2021 was € 27 thousand (Q4 2020: net profit € 1,231 thousand). The main reasons for the change in net profit is the refinancing of loans and overdrafts at the end of 2020, which generated a one-off financial income of € 1,237 thousand in Q4 2020. In addition, the net loss for the Q4 2021 includes the loss from the revaluation of the Group's shareholding in the Nasdaq listed real estate company Trigon Property Development AS ("TPD") in the amount of € 89 thousand (TPD shareholding showed a profit of € 32 thousand during Q4 2020).

Net profit for full year 2021 was € 1.20 million (full year 2020: € 1.07 million, after adjusting for the one-off financial income of € 1.24 million from the refinancing at the end of year 2020).

DIVISIONAL REVIEW

REVENUE BY BUSINESS SEGMENTS

€ thousand Q4 2021 Q4 2020 12M 2021 12M 2020
Fibreboards production and sales 2,304 2,007 9,842 10,001
Real Estate Management 36 64 254 212
Furniture retail 0 1 0 56
Group transactions (0) 0 (0) (0)
TOTAL 2,339 2,072 10,096 10,269

€ thousand Q4 2021 Q4 2020 12M 2021 12M 2020
EBITDA by business units:
Fibreboards production and sales 218 139 1,555 597
Real Estate Management 5 3 15 0
Furniture retail 0 (1) 474 (40)
Group transactions (8) (4) (487) (18)
TOTAL EBITDA 215 137 1,557 540
Depreciation (118) (136) (498) (558)
TOTAL OPERATING PROFIT/ LOSS 97 0 1,059 (19)
Net financial costs (124) 1,231* 143 1,092*
NET PROFIT/ LOSS (27) 1,231 1,202 1,074

PROFIT BY BUSINESS SEGMENTS

* Net financial costs in Q4 2020 (also 12M 2020) include extraordinary income € 1,237 thousand from loan refinancing.

NORDIC FIBREBOARD LTD: FIBREBOARD

Fibreboard sales in Q4 2021 was € 2.30 million reflects full capacity utilisation of our Pärnu factory. Apart from having usual monthly one-day maintenance periods, we also had the usual year-end longer maintenance period of 14 days, allowing us to make more extensive production machinery maintenance and updates. Demand remained strong during Q4 2021 period, and main priority was given to our usual key customers in the local markets of Finland, Denmark, Estonia, Russia, Sweden, and Latvia. Customers in these key markets accounted for about 90% of our total sales in Q4 2021.

The EBITDA of the fibreboard division in Q4 2021 was € 218 thousand (Q4 2020: € 139 thousand), the EBITDA of fibreboard for the full year in 2021 was € 1,555 thousand (full year in 2020: € 597 thousand). The main reasons for such annual EBITDA improvement were due to an increase in gross margin and lower overhead costs. Gross margin improvement was due to higher capacity utilisation caused by focusing on fewer product thicknesses, which allowed for longer production runs for each produced thickness, which let to improved production profitability. Overhead costs was reduced in 2021 compared to 2020 mainly due to the March 2020 closure of the loss-making Püssi factory, as well as the one-off expense incurred when demolishing the old unused office building located on the Pärnu fibreboard site.

FIBREBOARD SALES BY GEOGRAPHICAL SEGMENTS

€ thousand € thousand
Q4 2021 Q4 2020 12M 2021 12M 2020
European Union 1,992 1,633 8,225 8,327
Russia 273 307 1,356 1,240
Asia 23 49 147 189
Africa 0 0 46 95
Middle East 0 10 13 65
Other 16 9 55 85
TOTAL 2,304 2,007 9,842 10,001

PÄRNU RIVERSIDE DEVELOPMENT: REAL ESTATE MANAGEMENT

Pärnu Riverside Development owns the property located at Suur-Jõe 48 in Pärnu. The property has some rental tenants and rental income from real estate management, including the resale of utilities. Sales in Q4 2021 was € 36 thousand (2020 Q4: € 64 thousand). The reason for the decrease in sales revenue was caused by the loss of the largest tenant.

The real estate management EBITDA for Q4 2021 were positive € 5 thousand (Q4 2020: positive € 3 thousand). The real estate management net profit for Q4 2021 was € 5 thousand (Q4 2020: net profit € 3 thousand).

SKANO FURNITURE: RETAIL SALES

Skano Furniture finished its activities on 31.01.2020, when it closed the last two furniture showrooms, thus the retail sale of furniture did not have any sales revenue in Q4 2021 (Q4 2020, the revenue was € 1 thousand). We are in the process of liquidating Skano Furniture OÜ.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND CASH-FLOW

As of 31.12.2021 the total assets of Nordic Fibreboard AS were € 8.1 million (31.12.2020: € 7.7 million). The liabilities of the company as of 31.12.2021 were € 4.2 million (31.12.2020: € 5.0 million), of which the Group has payables of € 0.4 million as at 31.012.2021 (31.12.2020: € 1.1 million) and borrowings of € 3.2 million as at 31.12.2021 (31.12.2020: also € 3.2 million).

Receivables and prepayments amounted to € 0.9 million as at 31.12.2021 (31.12.2020: € 0.8 million). Inventories were € 0.4 million as of 31.12.2021 (31.12.2020: € 0.5 million). Fixed assets were € 6.7 million as of 31.12.2021 (€ 6.3 million as of 31.12.2020).

During 2021 twelve months, the Group's cash flows from operating activities totalled € 730 thousand (2020 twelve months: € 150 thousand). Investment activities resulted in cash outflows in amount of € 587 thousand during 2021 twelve months, which was mainly due to improvements in production machinery (2020 twelve months: outflow € 56 thousand). Financing activities also resulted in cash outflows of € 112 thousand during twelve months 2021 (2020 twelve months: cash outflow € 75 thousand). Net cash effect during 2021 twelve months cash inflow of € 31 thousand, which compares to 2020 twelve months cash inflows of € 19 thousand.

OUTLOOK

NORDIC FIBREBOARD LTD

Demand for fibreboards continue to be strong, reflecting the growth in the building material market, as well as the growing awareness of the green credentials of soft density fibreboards, as produced by Nordic Fibreboard Ltd.

Management is working on preparing the Pärnu based factory's boiler house to meet the new emission requirements coming into force in 01.01.2025.

Preparations is also being undertaken in upgrading the company's second factory, located in Püssi, so that the factory's technical capabilities is adequate for possible restarting of the factory. The factory's main energy source is gas, and the current high gas prices is therefore making it untenable to consider restarting this factory in the near future.

REAL ESTATE MANAGEMENT

We will continue to manage and develop the property on Suur-Jõe Street 48, Pärnu.

PEOPLE

On the 31st of December 2021, the Group employed 91 people (compared to 97 people as of 31.12.2020). The average number of personnel in Q4 2021 was 96 (Q4 2020: 96).

For twelve months of 2021, wages and salaries with taxes amounted to € 2.0 million (twelve months 2019: also € 2.0 million). Payments made to management board members of all group companies including all subsidiaries with relevant taxes were € 245 thousand in twelve months 2021 and € 217 thousand in twelve months 2020.

FINANCIAL HIGHLIGHTS

€ thousand
Income statement Q4 2021 Q4 2020 12M 2021 12M 2020
Revenue 2,339 2,072 10,096 10,269
EBITDA 215 137 1,557 540
EBITDA margin 9% 7% 15% 5%
Operating profit 97 0 1,059 (19)
Operating margin 4% 0% 10% (0%)
Net profit (27) 1,231 1,202 1,074
Net margin (1%) 59% 12% 10%
Statement of financial position 31.12.2021 31.12.2020
Total assets 8,063 7,650
Return on assets 15% 14%
Equity 3,850 2,648
Return on equity 31% 41%
Debt-to-equity ratio 52% 65%
Share 31.12.2021 31.12.2020
Last Price* 1.95 0.45
Earnings per share 0.27 0.24
Price-earnings ratio 7.30 1.89
Book value of a share 0.86 0.59
Market to book ratio 2.28 0.76
Market capitalization, € thousand 8,773 2,025
Number of shares, piece 4,499,061 4,499,061

EBITDA = Earnings before interest, taxes, depreciation and amortization EBITDA margin = EBITDA / Revenue Operating margin = Operating profit / Revenue Net margin = Net profit / Revenue Return on assets = Net profit / Total assets Return on equity = Net profit / Equity Debt-to-equity ratio = Liabilities / Total assets Earnings per share = Trailing twelve months (TTM) net profit / Total shares Price-earnings ratio = Last price / Earnings per share Book value of a share = Equity / Total shares Market to book ratio = Last price / Book value of a share Market capitalization = Last price * Total shares \*http://www.nasdaqbaltic.com/

FINANCIAL RISKS

INTEREST RATE RISK

Nordic Fibreboard AS's interest rate risk relates to changes in EURIBOR (Euro Interbank Offered Rate) since our loans are linked to EURIBOR. At 31.12.2021 six months' EURIBOR rate was (0.546) % and at 31.12.2020 six months' EURIBOR rate was (0.526) %. As EURIBOR is negative and the negative interest in the loan agreement is equal to zero, the continued negative rate of EURIBOR does not have interest expense reducing effect. As the borrowing have a maturity of up to 6 years, management is of the opinion that the floating interest rate will not bear significant impact to Group's cash flows.

The dates for fixing interest rates on the basis of changes in EURIBOR are the 30th day of every six months for its bank loans.

The interest rate risk also depends on the overall economic situation in Estonia and in the euro zone. Nordic Fibreboard AS has a cash flow risk arising from the interest rate risk because its loans have a floating interest rate. Management believes that the cash flow risk is not significant, therefore no hedging instruments are used.

CURRENCY RISK

The foreign exchange risk is the risk that the company may have significant loss because of fluctuating foreign exchange rates. Nordic Fibreboard has no operations outside of the euro zone and most of our export-import contracts to customers outside of the euro zone are nominated in EUR. The production has been sold and raw materials for production has mainly been purchased in euros.

RISK OF THE ECONOMIC ENVIRONMENT

The risk of the economic environment for the fibreboard division depends on general developments in the construction and industrial segments. Over the past year, the risk of a possible deterioration in the economic environment has been exacerbated by the COVID-19 pandemic. Europe is still in the throes of a coronavirus pandemic, the impact of the pandemic on the economy is multi-layered and its duration is quite difficult to assess.

FAIR VALUE

The management estimates that the fair values of cash, accounts payable, short-term loans and borrowings do not materially differ from their carrying amounts. The fair values of long-term loans do not materially differ from their carrying amounts because their interest rates correspond to the interest rate risks prevailing on the market.

LIQUIDITY RISK

The liquidity risk is a potential loss arising from the existence of limited or insufficient financial resources that are necessary for performing the obligations related to the activities of the Group. The Management Board continuously monitors cash flow movements, using the existence and sufficiency of the Group's financial resources for performing the assumed obligations and financing the strategic objectives of the Group.

DECLARATION OF THE MANAGEMENT BOARD

The management board has prepared the management report and the consolidated financial interim statements of Nordic Fibreboard AS for the fourth quarter 2021.

The management board confirms that the management report on pages 4-8 provides a true and fair view of the business operations, financial results and financial condition of the parent company and the entities included in consolidation.

The management board confirms that according to their best knowledge the consolidated financial interim report on pages 10-25 presents a fair view of the assets, liabilities, financial position and profit or loss of the issuer and the entities involved in the consolidation as a whole according to the International Financial Reporting Standards as they are adopted by the European Union and contains a description of the main risks.

Torfinn Losvik

Chairman of the Management Board ............................................

Pärnu, February 18, 2022

INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONS

€ thousand 31.12.2021 31.12.2020 31.12.2019
Cash and cash equivalents 57 26 7
Receivables and prepayments (Note 2) 902 794 1,394
Inventories (Note 3) 390 544 894
Total current assets 1,349 1,364 2,296
Investment property (Note 4) 1,152 1,134 1,121
Financial assets at fair value through profit or loss (Note 7) 644 451 397
Property, plant, equipment and right-of-use assets (Note 5) 4,915 4,695 5,212
Intangible assets (Note 6) 3 6 19
Total non-current assets 6,714 6,286 6,749
TOTAL ASSETS 8,063 7,650 9,045
Borrowings (Notes 8) 146 756 4,547
Payables and prepayments (Notes 9) 829 1,574 2,665
Short-term provisions (Note 10) 19 18 20
Total current liabilities 994 2,348 7,232
Long-term borrowings (Notes 8) 3,074 2,493 92
Long-term provisions (Note 10) 145 161 179
Total non-current liabilities 3,219 2,654 271
Total liabilities 4,213 5,002 7,503
Share capital (at nominal value) (Note 11) 450 450 2,699
Share premium 0 0 364
Statutory reserve capital 0 0 288
Other reserves 0 0 84
Retained earnings (loss) 3,400 2,198 (1,894)
Total equity 3,850 2,648 1,542
TOTAL LIABILITIES AND EQUITY 8,063 7,650 9,045

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

€ thousand Q4 2021 Q4 2020 12M 2021 12M 2020
Revenue (Note 13) 2,339 2,072 10,096 10,269
Cost of goods sold (Note 14) 1,843 1,591 7,294 8,099
Gross profit 496 481 2,802 2,170
Distribution costs (Note 15) 277 268 1,168 1,283
Administrative expenses (Note 16) 120 176 565 605
Other operating income (Note 18) 0 18 5 42
Other operating expenses (Note 18) 2 55 15 342
Operating profit (loss) 97 0 1,059 (19)
Finance income (Note 19) 0 1,269 265 1,291
Finance costs (Note 19) 124 38 122 199
Profit (Loss) before income tax (27) 1,231 1,202 1,074
NET PROFIT (LOSS) FOR THE PERIOD (27) 1,231 1,202 1,074
Basic earnings per share (Note 12) (0.01) 0.27 0.27 0.24
Diluted earnings per share (Note 12) (0.01) 0.27 0.27 0.24

CONSOLIDATED STATEMENT OF CASH FLOWS

€ thousand 12M 2021 12M 2020
Cash flows from operating activities
Operating profit (loss) 1,059 (19)
Adjustments:
Depreciation charge (Notes 5;6) 497 560
Profit/loss from revalution of real estate investment (Note 4) 0 (5)
Profit/loss from sale of non-current asset (Note18) (2) (28)
Profit/loss on non-current asset write-off (Note 18) 0 2
Profit/loss from revaluation financial assets (Notes 19) 0 (53)
Non-monetary transactions: reserve for share option 0 32
Change in trade and other receivables (Note 2) (108) 600
Change in inventories (Note 3) 154 350
Change in trade and other payables (Note 9) (745) (1,091)
Cash generated from operations 855 348
Interest payments (Note 19) (118) (192)
Net other financial income and expense (Note 19) (7) (6)
Net cash generated from operating activities 730 150
Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (Notes 6;7) (643) (78)
Disposal of property, plant and equipment and intangible assets 2 29
Purchase of real estate investment (18) (7)
Payout from TPD share capital reduction 72 0
Net cash used in investing activities (587) (56)
Cash flows from financing activities
Loans received (Note 8) 1,200 1,200
Repayment of loans received (Note 8) (1,266) (853)
Loans received from related parties (Note 8) 503 549
Repayment of loans received from related parties (Note 8) (503) (569)
Repayment of principal element of lease liabilities (Note 8) (46) (62)
Change in overdraft (Note 8) 0 (340)
Net cash (used in)/from financing activities (112) (75)
NET CHANGE IN CASH 31 19
OPENING BALANCE OF CASH 26 7
CLOSING BALANCE OF CASH 57 26

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

€ thousand Share
capital
Share
premium
Statutory
reserve
capital
Other
reserves
Retained
earnings
Total
Balance at 31.12.2019 2,699 364 288 84 (1,894) 1,542
Share options 2020 0 0 0 (84) 116 32
Other changes 0 (364) (288) 0 652 0
Change in share capital (2,250) 0 0 0 2,250 0
Net profit for 2020 0 0 0 0 1,074 1,074
Other comprehensive
income for 2020
0 0 0 0 0 0
Total comprehensive profit
for 2020
0 0 0 0 1,074 1,074
Balance at 31.12.2020 450 0 0 0 2,198 2,648
Net profit for 2021 0 0 0 0 1,202 1,202
Other comprehensive
income for 2021
0 0 0 0 0 0
Total comprehensive profit
for 2021
0 0 0 0 1,202 1,202
Balance at 31.12.2021 450 0 0 0 3,400 3,850

NOTES TO THE CONSOLIDATED INTERIM REPORT

NOTE 1 ACCOUNTING POLICIES AND MEASUREMENT BASES

GENERAL INFORMATION

Nordic Fibreboard AS (the Company) (registration number: 11421437; address: Rääma 31, Pärnu), is an entity registered in the Republic of Estonia, it operates in Estonia. On December 7, 2021, the legal address of Nordic Fibreboard AS changed, instead of the previous address, Suur-Jõe 48, Pärnu, the new legal address of the Company is Rääma 31, Pärnu.

The Group's main activities are production and sale of softboard, and to a minor extent, the Group also handles real estate management.

Nordic Fibreboard AS was established on 19 September 2007 in the demerger of the former Skano Group AS, currently AS Trigon Property Development, as a result of which the manufacturing units, i.e. the building materials division and furniture division were spun off and transferred to the new entity.

The Group's shares were listed in the Main List of the Tallinn Stock Exchange until 2nd of April 2018, when the shares were moved from the Main List to the Secondary List. The Group`s largest shareholder is Pärnu Holdings OÜ (owning 57.63%), and its largest owners as of 31 December 2021 are OÜ Stetind (49.75%) and Joakim Johan Helenius (49.75%).

BASIS FOR PREPARATION

The Condensed Consolidated Interim Accounts of Nordic Fibreboard AS has been prepared in accordance with the International Financial Reporting Standard (IFRS) Interim Financial Reporting as adopted by the European Union. The same accounting policies were applied for both the Interim Report and the Consolidated Annual Report for the financial year that ended on 31.12.2020. The consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34: Interim Financial Reporting. The Condensed Interim Financial Statements do not contain all the information presented in the annual financial statements and should be read in conjunction with the Group`s latest published annual financial statements as at and for the year ended 31 December 2020.

The functional and presentation currency of Nordic Fibreboard AS is euro. All amounts disclosed in the financial statements have been rounded to the nearest thousand unless referred to otherwise.

According to the assessment of the Management Board Nordic Fibreboard AS is a going concern and the Interim Report for the 4nd quarter of 2021 gives a true and fair view of the financial position of Nordic Fibreboard AS and the results of its operations. This Condensed Consolidated Interim Report has not been audited or otherwise reviewed by auditors.

€ thousand 31.12.2021 31.12.2020 31.12.2019
Customer receivables 729 677 1,186
Prepaid taxes 151 92 185
Prepaid services 21 16 16
Other receivables 1 9 7
TOTAL 902 794 1,394

NOTE 2 TRADE AND OTHER RECEIVABLES

Impairment losses of receivables and their reversal are included in the income statement lines Other Operating income and Other Operating expenses, see also Note 18.

ANALYSIS OF TRADE RECEIVABLES BY AGING:

thousand € 31.12.2021 31.12.2020 31.12.2019
Not past due 678 650 1,034
incl receivables from customers who also have
receivables past due
95 75 551
incl receivables from customers who have no
receivables past due
583 575 483
Past due but not impaired 51 27 152
Overdue up to 90 days 51 20 140
Overdue more than 90 days 0 7 12
TOTAL 729 677 1,186

NOTE 3 INVENTORIES

€ thousand 31.12.2021 31.12.2020 31.12.2019
Raw materials and other materials 303 181 218
Work-in-progress 41 91 130
Finished goods 32 264 568
Goods purchased for resale 0 0 59
Goods in transit 11 0 0
Prepayments to suppliers 43 48 18
Write-off reserve for inventories (40) (41) (100)
TOTAL 390 544 894

NOTE 4 INVESTMENT PROPERTY

thousand €
Carrying amount 31.12.2019 1,121
Capitalized cost 8
Fair value revaluation 5
Carrying amount 31.12.2020 1,134
Capitalized cost 18
Carrying amount 31.12.2021 1,152

The investment properties consist of the real estate owned by Pärnu Riverside OÜ in Pärnu, Suur-Jõe street 48 and the part of the real estate owned by Nordic Fibreboard Ltd OÜ, Rääma street 31.

The amount of expenses related to the management of investments properties with resold expenses during the 12M 2021 were € 210 thousand and € 205 thousand in 12M 2020. Rental income from investment properties, including utilities, for 12M 2021 was € 254 thousand and € 212 thousand in 12M 2020. Capitalized cost of investment property during 2021 and 2020 are related to expenses of Suur-Jõe 48, Pärnu detail plan.

Nordic Fibreboard AS Consolidated Interim Report (unaudited) Fourth quarter and 12 months 2021

thousand €
31.12.2019
Share of registered immovable property at Suur-Jõe 48, Pärnu 951
Share of registered immovable property at Rääma Street 31, Pärnu 170
31.12.2020
Share of registered immovable property at Suur-Jõe 48, Pärnu 959
Share of registered immovable property at Rääma Street 31, Pärnu 175
31.12.2021
Share of registered immovable property at Suur-Jõe 48, Pärnu 977
Share of registered immovable property at Rääma Street 31, Pärnu 175

NOTE 5 PROPERTY PLANT EQUIPMENT AND RIGHT-OF-USE ASSETS

thousand € Land Buildings
and
facilities
Machinery
and
equipment
Other
fixtures
Construc
tion-in
progress
Right-of
use asset
TOTAL
Cost at 31.12.2019 191 2,573 10,773 95 70 267 13,969
Accumulated depreciation at
31.12.2019
0 (1,649) (6,938) (91) 0 (79) (8,757)
Carrying amount at 31.12.2019 191 924 3,835 4 70 188 5,212
Additions 0 0 33 0 77 0 110
Reclassification 0 0 116 0 (116) 0 0
Disposals and write-offs (Note 18) 0 (32) (176) (6) 0 (137) (351)
Accumulated depreciation of fixed
assets written off
0 31 175 6 0 60 271
Depreciation (Notes 14;16) 0 (83) (401) (2) 0 (62) (548)
Cost at 31.12.2020 191 2,541 10,747 89 31 130 13,728
Accumulated depreciation at
31.12.2020
0 (1,701) (7,165) (87) 0 (81) (9,034)
Carrying amount at 31.12.2020 191 840 3,582 3 31 49 4,694
Additions 0 0 48 0 580 104 732
Reclassification 0 15 123 0 (138) 0 0
Disposals and write-offs (Note 18) 0 0 (72) 0 0 (120) (192)
Accumulated depreciation of fixed
assets written off
0 0 72 0 0 100 172
Depreciation (Notes 14;16) 0 (78) (365) (1) 0 (47) (491)
Cost at 31.12.2021 191 2,556 10,845 89 473 114 14,268
Accumulated depreciation at
31.12.2021
0 (1,779) (7,459) (88) 0 (28) (9,353)
Carrying amount at 31.12.2021 191 777 3,387 1 473 86 4,915

NOTE 6 INTANGIBLE ASSETS

thousand € Computer software
Cost at 31.12.2019 87
Accumulated amortisation at 31.12.2019 (69)
Carrying amount 31.12.2019 18
Additions 2020 0
Disposals and write-offs (Note 18) (10)
Accumulated depreciation of fixed assets written off 10
Amortisation charge (Notes 14;16) (12)
Cost at 31.12.2020 77
Accumulated amortisation at 31.12.2020 (71)
Carrying amount 31.12.2020 6
Additions 2021 2
Disposals and write-offs (Note 18) (66)
Accumulated depreciation of fixed assets written off 66
Amortisation charge (Notes 14;16) (6)
Cost at 31.12.2021 14
Accumulated amortisation at 31.12.2021 (11)
Carrying amount 31.12.2021 3

NOTE 7 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

thousand € 31.12.2021 Change 12M 2021 31.12.2020 31.12.2019
Non-current assets
Listed securities - Equity securities - cost at 338 (72) 410 410
Revaluation 306 265 40 (13)
Fair value as at 644 193 451 397

In June 2021, Trigon Property development AS decided to reduce the share capital by reducing the book value of the shares by making equity payments to shareholders of € 0.089 per share, as a result of which the acquisition cost of financial assets decreased by € 72 thousand. The disbursement of equity was received on 13.12.2021.

Financial assets at fair value through profit or loss (Trigon Property Development AS shares) have been revaluated to reflect fair value based on last price at 31.2.2021, 31.12.2020 and 31.12.2019 as shown on Nasdaq Tallinn Stock Exchange.

NOTE 8 BORROWINGS

In the second quarter of 2021, Nordic Fibreboard AS and its subsidiary Nordic Fibreboard Ltd entered into loan agreements with Coop Bank for the full refinancing of Swedbank AS Group loan. The loan provided by Coop Bank AS has a duration of 5 years with 10 year amortisation schedule, and carry an interest rate of 4.5% per annum. There is also a one-year overdraft agreement with Coop Bank AS entered into in the second quarter of 2021 with a limit of € 200 thousand. The interest rate on the overdraft is 4% per annum.

Nordic Fibreboard AS Consolidated Interim Report (unaudited) Fourth quarter and 12 months 2021

thousand € Interest rate 31.12.2021 31.12.2020 31.12.2019
Current borrowings
Current portion of long-term loan
(Swedbank)
6 month EURIBOR+5% 0 717 4,090
Current portion of long-term loan
(Coop Bank)
6 month EURIBOR+4.5% 100 0 0
Current portion of long-term lease
liabilities
6 month EURIBOR+2.49% 46 39 97
Short term loan from related parties 5% 0 0 20
Bank overdrafts (Swedbank) 5% 0 0 340
Total 146 756 4,547
Non-current borrowings
Non-current portion of long-term
loan (Swedbank)
6 month EURIBOR+5% 0 483 0
Non-current portion of long-term
loan (Coop Pank)
6 month EURIBOR+4.5% 1,034 0 0
Non-current portion of long-term
loan (MES)
Until 30.12.2022 2%,
later 4%
2,000 2,000 0
Non-current portion of long-term
lease liabilities
6 month EURIBOR+2.49% 40 10 92
Total 3,074 2,493 92
Total borrowings 3,220 3,249 4,639

CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES IN 2021

Changes in liabilities arising
from financing activities
thousand €
31.12.2020 Cash
flows
Non
monetary
settlements
Interest
accrued
Interest
paid
Reclassi
fication
31.12.2021
Current portion of long-term
loan (Swedbank)
717 (717) 0 26 (26) 0 0
Current portion of long-term
loan (Coop Bank)
0 (66) 0 49 (49) 166 100
Current portion of long-term
lease liabilities
39 (46) (12) 2 (2) 65 46
Bank overdrafts (Coop Pank) 0 0 0 1 (1) 0 0
Non-current portion of long
term loan (Swedbank)
483 (483) 0 0 0 0 0
Non-current portion of long
term loan (Coop Pank)
0 1,200 0 0 0 (166) 1,034
Non-current portion of long
term loan (MES)
2,000 0 0 40 (40) 0 2,000
Non-current portion of long
term lease liabilities
10 0 95 0 0 (65) 40
Total liabilities from
financing activities
3,249 (112) 83 118 (118) 0 3,220

Changes in liabilities arising
from financing activities
thousand €
31.12.2019 Cash
flows
Non
monetary
settlements
Interest
accrued
Interest
paid
Reclassi
fication
31.12.2020
Current portion of long-term
loan (Swedbank)
4,090 (853) (2,000) 173 (173) (520) 717
Current portion of long-term
lease liabilities
97 (62) (33) 3 (3) 37 39
Short term loan from related
parties
20 (20) 0 1 0 0 0
Bank overdrafts (Swedbank) 340 (340) 0 16 (16) 0 0
Non-current portion of long
term loan (Swedbank)
0 1,200 0 0 0 (717) 483
Non-current portion of long
term loan (MES)
0 0 2,000 0 0 0 2,000
Non-current portion of long
term lease liabilities
92 0 (45) 0 0 (37) 10
Total liabilities from
financing activities
4,639 (75) (78) 192 (192) (1,237) 3,249

NOTE 9 TRADE AND OTHER PAYABLES

thousand € 31.12.2021 31.12.2020 31.12.2019
Trade payables 367 1,110 2,226
Payables to employees 149 138 163
incl. accrued holiday pay reserve 46 33 36
Tax liabilities 137 128 162
incl. social security and unemployment insurance 87 82 101
personal income tax 40 35 42
contribution to mandatory funded pension 2 3 4
value added tax 0 0 5
other taxes 8 8 10
Prepayments received 152 162 82
Other payables 24 36 32
TOTAL 829 1,574 2,665

NOTE 10 PROVISIONS

Provisions are made in relation to the compensations for loss of working capacity of former employees after work accidents. The total amount of the provision has been estimated considering the number of persons receiving the compensation, extent of their disability, their former level of salary, level of pension payments and estimations of the remaining period of payments. As of 31.12.2021 the provisions for former employees was increased by € 3 thousand due to the extension of the accounting period of one beneficiary.

Nordic Fibreboard AS Consolidated Interim Report (unaudited) Fourth quarter and 12 months 2021

thousand €
Balance at 31.12.2019 199
incl. current portion of provision 20
incl. non-current portion of provision 179
Movements 2020:
Use of provision (24)
Interest cost (Note 19) 3
Balance at 31.12.2020 179
incl. current portion of provision 18
incl. non-current portion of provision 161
Movements 2021:
Use of provision (25)
Interest cost (Note 19) 7
Increase of reserve 3
Balance at 31.12.2021 164
incl. current portion of provision 19
incl. non-current portion of provision 145

NOTE 11 EQUITY

Nominal value Number of shares Share capital
pcs thousand €
Balance at 31.12.2021 0.10 4,499,061 450
Balance at 31.12.2020 0.10 4,499,061 450
Balance at 31.12.2019 0.60 4,499,061 2,699

As of 31.12.2021 the share capital of Nordic Fibreboard AS totalled 449,906.10 euros which consisted of 4,449,061 no par value registered shares with a book value of 0.10 euros per share. Each ordinary share grants its owner one vote in the General Meeting of Shareholders and the right to receive dividends. The minimum share capital outlined in the Articles of Association is 250,000 euros and the maximum share capital is 1,000,000 euros.

As at 31.12.2021 the Group had 1,048 shareholders (31.12.2020: 485 shareholders) of which with more than 5% ownership interest were:

  • Pärnu Holdings OÜ with 2,592,775 shares or 57.63% (31.12.2020: 2,682,192 shares or 59.62%)
  • Gamma Holding Investment OÜ with 605,300 shares or 13.45% (31.12.2019: 374,968 shares or 8.06%

The number of Nordic Fibreboard AS shares owned by the members of the Management Board and Supervisory Board of Nordic Fibreboard AS was as follows:

  • Joakim Johan Helenius 20,000 shares (31.12.2020: 20,000 shares)
  • Trond Brekke 0 shares (31.12.2020: 0 shares)
  • Sakari Wallin 0 shares (31.12.2020: 0 shares)
  • Torfinn Losvik 0 shares (31.12.2020: 0 shares)

Both Joakim Johan Helenius and Torfinn Losvik have indirect ownership through parent company Pärnu Holdings OÜ. Torfinn Losvik owns shares through Stetind OÜ in the amount of 44,206 shares (2020: 44,206 shares).

Until 31.12.2020, Torfinn Losvik had a share option agreement for a total of 300,000 share options, such share option agreement was signed 11 October 2017. Strike price was higher (€ 0.506) compared to the market price (€ 0.45 as of 31.12.2020) and the option agreement was not used, thus the option reserve was released and accounted in retained earnings.

NOTE 12 EARNINGS PER SHARE

31.12.2021 31.12.2020 31.12.2019
Net profit (-loss) (in thousands of euros) 1,202 1,074 (1,398)
Weighted average number of shares (units) 4,499 4,499 4,499
Basic earnings per share 0.27 0.24 (0.31)
Weighted average number of shares used for calculating the diluted
earnings per shares (units)
4,499 4,499 4,630
Diluted earnings per share 0.27 0.24 (0.30)
Book value of share 0.86 0.59 0.34
Price/earnings ratio (P/E) 7.30 1.89 (1.32)
Last price of the share of Nordic Fibreboard AS on Tallinn
Stock Exchange at 31.12.2021, 31.12.2020, 31.12.2019.
1.95 0.45 0.41
Weighted average number of shares used as the denominator (units)
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share (th pc)
4,499 4,499 4,499
Adjustments for calculation of diluted earnings per share:
Share options (2017 program) 0 0 131
Weighted average number of ordinary shares and potential ordinary
shares used as the denominator in calculating diluted earnings per
share (th pc)
4,499 4,499 4,630

Diluted earnings (loss) per share is calculated based on the net profit (loss) and the number of shares plus contingent shares corresponding with the Group`s option programs. Nordic Fibreboard share price on average has been lower than the exercise price of options granted to Torfinn Losvik. The share options where valid until 31.12.2020 with strike price of € 0.506. Since the Strike price was higher compared to the market price the option agreement was not used, thus the option reserve was released and accounted in retained earnings.

The share of Nordic Fibreboard AS has been listed on Tallinn Stock Exchange starting from 25.09.2007.

NOTE 13 SEGMENTS

Operating segments have been determined based on the reports reviewed by the Management Board that are used to make strategic decision. The Management Board considers the current business based on the types of products and services as follows:

  • Fibreboard manufacturing and sale (Nordic Fibreboard Ltd OÜ and Suomen Tuulileijona Oy) manufacture general construction boards based on soft wood fibre boards and interior finishing boards in the Pärnu factory and wholesale of those boards.
  • Real Estate Management (Pärnu Riverside Development OÜ) real estate management and development on Suur-Jõe 48, Pärnu.
  • Furniture retail sale (Skano Furniture OÜ) retail sales of furniture in Estonia, ceased active operations in the first quarter of 2020.

The Management Board assesses the performance of operating segments based on operating profit and EBITDA as a primary measure. As a secondary measure, the Management Board also reviews net revenue.

All amounts provided to the Management Board are measured in a manner consistent with that of the financial statements. Inter-segment sales are carried out at arm's length.

BUSINESS SEGMENTS:

12 months 2021
thousand €
Fibreboard
manufacturing
and wholesale
Real Estate
Management
Furniture
retail sale
Group's
general
expenses and
eliminations
SEGMENTS
TOTAL
Revenue from external
customers
9,842 254 0 0 10,096
Inter-segment revenue 0 0 0 (0) 0
Operating profit/-loss 1,057 15 474 (487) 1,059
Amortisation/ depreciation
(Notes 5; 6)
496 0 0 1 497
Segment assets 7,209 994 1 (141) 8,063
Non-current assets of the
segment (Note 4; 5; 6; 7)
5,736 977 0 1 6,714
Segment liabilities 4,049 14 0 151 4,213
Additions to non-current
assets (Note 5;6)
734 18 0 0 752
Interest expenses (Note 19) 117 0 0 5 122
12 months 2020
thousand €
Fibreboard
manufacturing
and wholesale
Rental Estate
Management
Furniture
retail sale
Group's
general
expenses and
eliminations
SEGMENTS
TOTAL
Revenue from external 10,001 212 56 0 10,269
customers
Inter-segment revenue 0 0 0 (0) 0
Operating profit/-loss 39 0 (40) (18) (19)
Amortisation/ depreciation
(Notes 5; 6)
558 0 0 1 558
Segment assets 6,751 1,011 11 (122) 7,650
Non-current assets of the
segment (Note 4; 5; 6; 7)
5,325 959 0 1 6,286
Segment liabilities 4,795 45 483 (322) 5,002
Additions to non-current
assets (Note 5; 6)
110 8 0 0 118
Interest expenses (Note 19) 178 0 0 17 194

BUSINESS SEGMENT BY THE GEOGRAPHICAL LOCATION OF CUSTOMERS:
-------------------------------------------------------------
thousand € 12M 2021 12M 2020
Fibreboard
manu
facturing
and
wholesale
Real Estate
Manage
ment
Furniture
retail sale
SEGMENTS
TOTAL
Fibreboard
manu
facturing
and
wholesale
Real Estate
Manage
ment
Furniture
retail sale
SEGMENTS
TOTAL
European
Union
8,225 254 0 8,478 8,327 212 56 8,594
Russia 1,356 0 0 1,356 1,240 0 0 1,240
Asia 147 0 0 147 189 0 0 189
Africa 46 0 0 46 96 0 0 96
Middle East 13 0 0 13 65 0 0 65
Other 55 0 0 55 85 0 0 85
TOTAL 9,842 254 0 10,096 10,001 212 56 10,269

NOTE 14 COST OF GOODS SOLD

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Raw materials and main materials 608 566 2,483 2,689
Electricity, heat and water 590 555 2,329 2,705
Labour expenses (Note 18) 387 356 1,532 1,600
Depreciation (Note 6;7) 118 136 497 557
Purchased goods 0 0 0 68
Change in balances of finished goods and
work in progress
75 (56) 269 257
Other expenses 65 34 184 223
TOTAL 1,843 1,591 7,294 8,099

NOTE 15 DISTRIBUTION COSTS

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Transportation expenses 181 182 837 921
Labour expenses (Note 18) 68 47 199 192
Commission fees 24 37 107 146
Marketing expense 1 0 1 3
Other expenses 3 2 24 21
TOTAL 277 268 1,168 1,283

NOTE 16 ADMINISTRATIVE AND GENERAL EXPENSES

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Labour expenses (Note 18) 60 56 220 248
Purchased services 31 92 266 285
Office supplies 5 3 13 10
Depreciation (Note 6;7) 0 0 1 1
Other expenses 24 24 65 60
TOTAL 120 176 565 605

NOTE 17 LABOUR EXPENSES

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Wages and salaries 392 348 1,478 1,551
Social security and unemployment insurance 123 111 473 490
Fringe benefits paid to employees 8 7 19 18
TOTAL 523 466 1,970 2,059

NOTE 18 OTHER OPERATING INCOME AND EXPENSES

OTHER OPERATING INCOME

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Compensation from insurance 0 5 0 5
Profit from sale of fixed assets 0 6 2 28
Other operating income 0 7 3 9
TOTAL 0 18 5 42

OTHER OPERATING EXPENSES

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Reclamations 0 0 1 19
Contract and factoring fees 0 2 8 3
Membership fees 0 0 1 3
Doubtful receivables 0 12 0 12
Penalties paid 2 1 5 72
Loss from sales of fixed assets 0 1 0 2
Other costs 0 39* 0 231*
TOTAL 2 55 15 342

* Other operating expenses in the 2020 include the closure cost of the Püssi factory in the Q1 of € 187 thousand and in the Q4 a one-time cost of € 38 thousand for the demolition of the building that was not used.

NOTE 19 FINANCIAL INCOME AND EXPENSES

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Financial income:
Interests received 0 0 0 1
Revaluation of TPD shares 0 32 265 53
Loans and overdrafts refinancing 0 1,237 0 1,237
TOTAL 0 1,269 265 1,291
thousand €
Financial cost:
Interest expenses 35 38 122 194
including interest expenses related to
provisions (Note 13)
2 0 7 3
Revaluation of TPD shares 89 0 0 0
Other finance cost 0 0 0 5
TOTAL 124 38 122 199

NOTE 20 RELATED PARTIES

The following parties are considered to be related parties:

  • Parent company Pärnu Holdings OÜ and owners of the parent company;
  • Other entities in the same consolidation group;
  • Members of the Management, the Management Board and the Supervisory Board of Nordic Fibreboard AS and their close relatives;
  • Entities under the control of the members of the Management Board and Supervisory Board;

• Individuals with significant ownership unless these individuals lack the opportunity to exert significant influence over the business decisions of the Group.

As of 31 December 2021, the largest shareholder of Pärnu Holdings OÜ and the entities with significant influence over the Group are: Joakim Johan Helenius (50%) and Stetind OÜ (50%), as of 31 December 2020 Joakim Johan Helenius (46%) and Stetind OÜ (47%). The owner of Stetind OÜ is Torfinn Losvik.

BENEFITS (INCL. TAX EXPENSES) TO THE MEMBERS OF THE MANAGEMENT ALL CONSOLIDATION GROUP ENTITIES:

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Membership fees 59 45 184 163
Social tax 20 15 61 54
Total 79 59 245 217

Benefits (incl. tax expenses) include payments of parent and subsidiary company Management Board and Supervisory Board fees paid within the period. The member of the Management Board of Nordic Fibreboard AS will receive severance pay to three months' remuneration according to the contract. No payments were made to members of Supervisory Board.

SALES AND PURCHASES FROM RELATED PARTIES:

Nordic Fibreboard AS has sold goods and purchased mainly consultation services from related parties. Transactions with related parties are based on market terms.

thousand € Q4 2021 Q4 2020 12M 2021 12M 2020
Goods sold 0 0 0 9
Purchased services 5 7 17 20
Total 5 7 17 29

BALANCES WITH RELATED PARTIES AS OF:

thousand € 31.12.2021 31.12.2020
Purchased services 1 17
Short-term loan interest 0 1
Total 1 18

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