Financial Risk Management

Under all circumstances, the Group seeks to maintain adequate liquidity, which depends on a number of factors. The Group’s liquidity risk relates to servicing debt, financing investments and retaining adequate working capital. Sanoma aims to minimise its liquidity risks by ensuring sufficient revenues, maintaining adequate committed credit limits, using several financing institutions and forms of financing, and spreading loan repayment programmes over a number of calendar years. The Group’s Treasury Policy sets minimum requirements for liquidity reserves.

There can be no assurance that the Group will be able to maintain a sufficient level of liquidity or that the Group will be able to obtain, on a timely basis or at all, sufficient funds on acceptable terms to provide adequate liquidity in the event that cash flows from operations, unused committed credit line and cash reserves prove to be insufficient. Negative changes in the economic environment could affect the Group’s profitability and cash flow in a manner that could adversely impact the Group’s ability to comply with financial covenants in loan agreements. Failure to comply with the financial covenants could lead to mandatory prepayment of loans. Failure to generate additional funds, whether from operations or additional debt or equity financings, may, for example, require the Group to delay or abandon some or all of its strategy initiatives, including its strategic aim of acquisition-based growth, which could have a material adverse effect on the Group’s business, financial condition or results of operations. In addition, any future adverse developments, such as a deterioration in the financial markets and a worsening of general economic conditions, may adversely affect Sanoma’s ability to borrow additional funds as well as the cost and other terms of the funding. For example, global financial markets have experienced, and may continue to experience, significant volatility and liquidity disruption, for example, due to high inflation, the impacts of the war in Ukraine or other geopolitical unrest, which may adversely affect Sanoma’s funding costs and access to funding and ultimately affect Sanoma’s ability to finance its operations.

The Group’s interest rate risk is mainly related to changes in the reference rates and loan margins of floating rate loans in the Group’s loan portfolio. The Group manages its exposure to interest rate risk by ensuring that the interest duration of the gross debt of the Group is within a certain time range approved by the Board of Directors as part of the Group’s Treasury Policy. The Group may also manage its exposure to interest rate risk by using a mix of fixed rate and floating rate loans or by utilising interest rate derivatives.

As a result of the floating rate loans, a significant rise in interest rates would lead to an increase in financial expenses limiting for example the Group’s ability to pay dividends. For example, one percentage point increase in interest rates would cause a EUR 3 million (2022: 4) increase in net financing costs. A failure to manage interest rate risk may have an adverse effect on the Group’s financial condition.

The majority of the Group’s cash flow from operations is denominated in euros. However, the Group is exposed to  some transaction risk resulting from cash flows generated from sales and expenses denominated in other currencies. Group companies are responsible for monitoring and hedging material transaction risks related to their business operations in accordance with the Group’s Treasury Policy. The majority of the Group’s transaction risk in 2023 was related to the procurement of IT services and TV programming rights, both denominated in U.S. dollars, the strengthening of which could significantly increase the Group’s operating costs. The Group has selectively entered into forward contracts as a means of hedging against significant transaction risks. Internal funding transactions within the Group are mainly carried out in the functional currency of the subsidiary. Group Treasury is responsible for monitoring and hedging the currency risks related to intragroup loans. Derivative instruments are used to hedge future cash flows, hence changes in their value will offset changes in the value of cash flows at the time they are paid or received. The materialisation of any of these risks could have a materially adverse effect on the Group’s earnings and cash flow directly, and there can be no assurance that the hedging of these risks is sufficient.

The Group is also exposed to translation risk resulting from converting the income statement and balance sheet items of foreign subsidiaries into euros. A significant change in exchange rates may also have an effect on the value of the businesses in Poland, Norway and Sweden. The Group did not hedge against translation risk in 2023, in accordance with the Group’s Treasury Policy approved by the Board of Directors.

The Group’s credit risks are related to its business operations, that is, the risk of the Group not being able to collect the payments for its receivables. The possible weakening of the economy, for example due to high inflation, the impacts of the war in Ukraine or other geopolitical unrest, may increase the Group’s credit risk, although potential concentrations of credit risk are offset by the Group’s diversified operations and the fact that no individual customer or group of customers is material to the Group. As part of the quarterly reporting, Sanoma reviews the potential changes on the expected credit losses and adjusts provisions accordingly if needed. In Learning, credit risk of certain customers with a high-risk profile is partially covered by credit insurance. The Group’s operational units are responsible for managing credit risks related to their businesses.

Agreements that Sanoma has entered into with financial institutions contain an element of risk of the counterparties being unable to meet their obligations, which could have a material adverse effect on Sanoma’s business and financial condition. The Group’s Treasury Policy specifies that financing, deposits and derivative transactions are carried out with counterparties of good credit standing and divided between a sufficient number of counterparties in order to protect financial assets. The Group has spread its credit risks efficiently by dealing with several financing institutions. Sanoma’s ability to manage its financial counterparty-related risks depends on a number of factors, including market conditions affecting its financial counterparties, and there can be no assurance that Sanoma’s measures will be successful in preventing the realisation of financial counterparty-related risks, which could have a material adverse effect on Sanoma’s business and financial condition.

As of 31 December 2023, the Group’s consolidated balance sheet included EUR 1,533 million (2022: 1,551) in goodwill, immaterial rights and other intangible assets compared to consolidated equity of EUR 799 million (2022: 702), respectively. The majority of the balance of goodwill, immaterial rights and other intangible assets are related to Learning. In accordance with the International Financial Reporting Standards (IFRS), instead of goodwill being amortised regularly, it is tested for impairment on an annual basis or more frequently if there is any indication of impairment. The impairment losses on goodwill, immaterial rights and other intangible assets for the year ended 31 December 2023 totalled EUR 11 million (2022: 8). Changes in business fundamentals could lead to further impairment, thus negatively impacting Sanoma’s equity and equity-related ratios. Furthermore, as Sanoma’s strategic aim is to grow through acquisitions, material amounts of goodwill, immaterial rights and other intangible assets might be recorded on Sanoma’s balance sheet and may be impaired in the future in connection with the completions of acquisitions.

The Group’s businesses are exposed to seasonal fluctuation. For example, the Group’s learning business has, by its nature, an annual cycle with strong seasonality. Most net sales and earnings are accrued during the second and third quarters, while the first and fourth quarters are typically loss-making. The acquisitions in Italy and Spain, completed in 2020–2022, have further increased the overall seasonality and the importance of the third quarter, when the new school year starts, for the business. Shifts of single orders between quarters may have a material impact when comparing quarterly net sales and earnings on a year-on-year basis, and thus year-to-date figures typically provide a more comprehensive picture of Learning’s business performance and development.

In the media business, net sales and earnings are particularly affected by the development of advertising. Advertising sales are influenced, for example, by the number of newspaper and magazine issues published each quarter, which varies annually. TV advertising in Finland is usually strongest in the second and fourth quarters. The events business in Finland is typically focused on the second and third quarters.

Such seasonal fluctuations influence the Group’s net sales, EBIT and free cash flow and, thus, could have a material adverse effect on Sanoma’s business, financial condition or results of operations and impact the comparability of the quarterly financial information of the Group.

Sanoma’s tax burden depends on tax laws and regulations and their application and interpretation. Changes in tax laws and regulations or their interpretation and application may increase Sanoma’s tax costs to a significant degree, which could have an adverse effect on Sanoma’s financial condition and/or results of operations. In addition, Sanoma may, at times, be subject to tax audits conducted by national tax authorities. Tax audits or other auditing measures carried out by tax or other authorities could result in an imposition of additional taxes (such as income taxes, value added taxes (VAT) and withholding taxes), which could lead to an increase in Sanoma’s tax liability.

For example, the Finnish tax administration has performed tax audits in Sanoma Media Finland Oy covering the years 2015–2021. In April 2021, the Finnish Tax Adjustment Board accepted a claim based on tax audits at Media Finland in years 2015–2018 about the treatment of VAT of certain magazines that were printed in multiple locations in Europe and distributed through a centralised logistics centre in Norway. The decision was appealed to the Administrative Court, which rejected Sanoma’s appeal in June 2023. Sanoma considers the claims unjustified and has applied for permission to appeal the 2015–2018 decision to the Supreme Administrative Court, where the permission is pending. Sanoma paid the required VAT, the related penalty and interests of EUR 25 million in 2021 in order to avoid further interest accumulation. The tax authorities have made an ex officio decision on a corporate income tax adjustment as a consequence of value-added tax adjustment and refunded EUR 3 million of corporate income tax to Sanoma in 2021. In December 2022, Sanoma received a similar payment decision from the Finnish Tax Administration regarding the tax audits at Sanoma Media Finland Oy for the years 2019–2021, concerning the same business model and a similar distribution arrangement as described above. The decision was in line with the earlier decision concerning the years 2015–2018 by the Finnish Tax Adjustment Board. Sanoma has appealed the decision to the Finnish Tax Adjustment Board, but paid EUR 11 million of VAT, penalties and interests in December 2022 based on the decision in order to avoid further interest accumulation. The tax authorities have made an ex officio decision on a corporate income tax adjustment as a consequence of value-added tax adjustment and refunded EUR 2 million of corporate income tax to Sanoma in March 2023. Based on the Administrative Court’s decision received in June 2023, the VAT claims for years the 2015–2018 and 2019–2021 with a total net amount of approx. EUR 30 million, were booked as items affecting comparability (IAC) in Media Finland’s Q2 2023 result. The court decision had no impact on Sanoma’s free cash flow. The VAT regulations have changed as of 1 July 2021 and thus further tax audits related to the matter are not expected.