Annual Report • Feb 22, 2018
Annual Report
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| Business |
3 |
|---|---|
| Suominen in brief | 4 |
| How we create value | 6 |
| Strategy 2017–2021 | 10 |
| From the President & CEO | 12 |
| Convenience business area | 15 |
| Care business area | 17 |
| Key figures | 19 |
| Sustainability |
20 |
| Non-Financial Statement | 21 |
| Sustainability strategy | 24 |
| Social responsibility | 27 |
| Environmental responsibility | 30 |
| Governance and economic responsibility | 33 |
| Sustainability data | 36 |
| Corporate Governance |
37 |
| Corporate Governance Statement | 38 |
| Letter from the Chair of Personnel and | |
| Remuneration Committee | 45 |
| Remuneration Statement | 46 |
| Board of Directors | 50 |
| Corporate Executive Team | 51 |
| Financial Information |
52 |
| Report by the Board of Directors | 54 |
| Financial statements | 65 |
| Consolidated financial statements |
65 |
| Key ratios per share | 116 |
| Parent company financial statements | 120 |
| Proposal by the Board of Directors | |
| for return of capital | 130 |
| Auditor's Report | 131 |
| Key ratios |
134 |
| Information for shareholders |
140 |
Suominen manufactures nonwovens as roll goods and employs over 650 people in Europe and in the Americas. In 2017, Suominen introduced its Changemaker strategy for period extending to 2021. Financially 2017 was a disappointment for Suominen.
Suominen manufactures nonwovens as roll goods for wipes, as well as for hygiene products and medical applications. Suominen is the global market leader in nonwovens for wipes. The company employs over 650 people in Europe and in the Americas. The Suominen share (SUY1V) is listed on the Nasdaq Helsinki Stock Exchange.
Suominen is the global market leader in nonwovens for wipes and supplies nonwovens also for hygiene products and medical applications.
Examples of wiping products made of Suominen's nonwovens include wipes for personal hygiene and baby care, as well as for home care and professional cleaning. The company's hygiene product applications include, for example, sanitary pads, diapers and adult incontinence products. Surgical drapes and swabs are examples of the medical applications.
Suominen creates value by taking fiber raw materials and turning them into nonwovens that our customers convert into both consumer and professional end products.
Suominen is a nonwovens manufacturer that operates in business markets. Even so, understanding the needs of both consumers and professionals using products made of nonwovens is at the heart of our strategy.
Information concerning year 2017 in brackets.
Best in business Creating nonwovens that others cannot
Community of changemakers
Emerging global middle class Aging population Population growth
Individualism
Rising healthcare expenditure Growing consciousness of health Legislation
• Nonwovens for wipes, hygiene products and medical applications
• Dividend paid (EUR 5.6 million)
Suominen's Value Creation Model depicts our whole value creation process: the resources we utilize in executing our strategy, and the outputs and, ultimately, the impacts of our business activities.
The Value Creation Model is basically our business model in a nutshell, which means that only the most essential matters are listed. Still, not all matters described bear equal importance, nor is their respective relevance presented in the model. That's why the model should be reviewed primarily as a whole.
In the Value Creation Model, Resources are what we utilize in our business activities. The Strategy section describes the heart of Suominen's business together with some of the external drivers, such as megatrends, that may have an impact on our operating environment.
Outputs are what comes out of our business activities. Impacts describe how our business activities and our outputs affect the world around us.
In spring 2017, Suominen introduced its Changemaker strategy for the period extending to 2021. The strategy builds on the determined work done in the past years to enhance our product development and production technology, among other things.
2017 was the final year of Suominen's product leadership strategy for 2015–2017. The new strategy was introduced in spring 2017 and it extends to 2021. The new Changemaker strategy builds on the competitive edge Suominen has built during the past years which includes, for example, massive investments in production technology and in product development capacity and capability.
Despite the change in strategy, the focus remains the same: Suominen aims at profitable growth by increasing the share of products with high added value in its portfolio. The Changemaker strategy also outlines a new means of pursuing growth, as we are examining opportunities to expand our business to new market regions, primarily to Asia.
Along with the strategy, we also updated our vision and purpose statement to better reflect our ambition. Suominen's vision, "We change the way people think about nonwovens", describes our aspiration not only to exceed our customers' expectations with our innovations, but also to elevate the overall perception of the role of nonwovens. This is because nonwovens are not all the same; instead, every square meter of Suominen nonwovens is packed with carefully selected features tailored to match the needs of the end user in a specific use.
Suominen's purpose statement was updated into a more condensed form: "Our purpose is to make life better". It reflects the fundamental role that the end products made of our nonwovens play in the daily life. By doing our job at Suominen better, we improve people's lives.
Best in business nonwovens that others cannot Community of changemakers
Suominen's Changemaker strategy has three cornerstones that depict how we plan to execute the strategy and what aspects we will improve in our operations in order to be successful.
In the first cornerstone, Suominen aims at being the best in its industry at turning end user needs into a commercial success that benefits both our customers and ourselves. That requires deepening our understanding about the needs of our customer's customer and cooperating with customers to create mutual value. Our supply chain must be demand-driven, and we want to make our product brands the most appealing in the industry. Also, we are looking for new growth opportunities.
The second cornerstone is about developing and producing unique nonwovens that other companies are not able to create. To an extent, this holds true already today, but we are not yet the technological and innovative force we want to be in the industry.
We are working to make our innovation machine even more powerful and quicker to react to changing end user needs. Our nonwovens will have smart functionalities. In addition, we want to offer the most sustainable nonwovens in the market.
The third cornerstone deals with Suominen as a group of people. We are a geographically dispersed company, but we want to overcome that by evolving into a true community on a global scale. To accomplish that, we are looking for a new means of interaction in order to feel more connected to each other. We also want to stir up our passion about creating change – whether inside the company or in the nonwovens industry. Internally that requires leading with trust, building management practices that support everyone's daily work and being more active and open in sharing information.
2017 marked the starting point for our next strategic period. We raised our bar higher with the launch of our new Changemaker strategy, alongside a revised purpose, vision and new sustainability agenda. The new manufacturing line at Bethune, SC, USA was started up.
It is obvious that in financial terms, 2017 was a disappointment for Suominen. We partly succeeded in our strategic goals as we achieved net sales growth, but our profitability remained at a very unsatisfactory level. The reasons for the poor performance are clear and we are taking firm actions to improve it. We are confident that we have already passed the deepest valley.
As indicated, our sales volumes increased in all regions and therefore our net sales grew to EUR 426.0 million (EUR 416.9 million). Unfortunately, the slow ramp-up of the new manufacturing line at the Bethune plant in SC, USA, as well as the unfavorable development of the product mix and gross profit burdened profitability. Our operating profit was a disappointment, declining to EUR 15.0 million (EUR 25.6 million). Despite the weaker result, Suominen's Board of Directors proposes to the Annual General Meeting a return of capital of EUR 6.3 million in total, or EUR 0.11 per share, from the financial year 2017. This corresponds to 41% of the profit and thus the proposal is in line with Suominen's dividend policy, which states that Suominen aims to distribute at least 30% of its profit for the period in annual dividends.
As the name indicates, our strategy states that we want to see ourselves as drivers of change in the industry – we want to be the Best in business; Create nonwovens others cannot; and make all this happen with our people, the Community of Changemakers. Considering the business targets, the key is still the portfolio transformation, and we are continuously taking measures to achieve growth especially in home, workplace, personal care and hygiene applications. We have all but completed the growth investment program, which lays the foundation for our success but have also focused on our people. Recent organizational changes are further measures to ensure the needed focus on the growth applications.
On top of the portfolio transformation, as our strategy indicates, we will seek growth from two new sources. First, in this strategy period, Suominen is going to explore new market regions. We are particularly interested in Asia, the largest market region for nonwovens. So far, Suominen has operated in Asia through sales agents, but we have always known that real success there requires local manufacturing. We also aim to fully leverage our presence in Brazil and grow our business in all of South America. Second, we are looking at new technologies that would support the growth of our current product applications.
The Changemaker strategy provides us with a growth plan and ambition. Moreover, the successful refinancing completed in October – the issue of a new EUR 85 million bond and agreement on a new credit facility worth EUR 100 million – will secure the financial latitude Suominen needs to execute the strategy and meet the embedded financial targets.
Suominen's revised purpose is to make life better. Our materials are inherently involved in making people's lives better through end products made of our nonwovens. Think about what the different kinds of wipes, hygiene products or medical nonwovens do – or even better, imagine life without them. Consumers' lives around the world become more convenient, easier, hygienic and healthier with nonwovens. This is why Suominen exists.
According to our new vision, we will change the way people think about nonwovens. Think about a roll of nonwoven. It may at first seem like a roll of "white stuff", but if you dig deeper, you will soon learn that every square meter of sub-
strate delivered from Suominen's plants is packed with carefully tailored features matching the needs of the end user. We want our stakeholders to recognize the role of nonwovens in their daily lives and to see that nonwovens contribute to making their lives better.
2017 also marked the completion of the company's largest-ever growth investment program, as the new state-of-theart manufacturing line at our Bethune, SC, USA, plant was started up. Even though its start-up took place a couple of months later than we had planned and we experienced technical challenges during the ramp-up phase, we could not be more proud today of the new line. I am particularly delighted to see our customers' excitement towards the new and unique capabilities. We look forward to fully leveraging the commercial opportunities that the new line brings.
On top of finalizing the investment program, which focused on machinery and was crowned by the completion of the Bethune investment, we also continued to invest in people in 2017. We further strengthened our organization, particularly our Operations. Sales and Marketing.
As with the Changemaker strategy, we also want to step up our efforts in sustainability, as a result of which we revised our Sustainability Agenda. The new Sustainability Agenda defines our approach to sustainability, sets priorities, includes longer-term goals for environmental and social responsibility and links our actions to the United Nations Sustainable Development Goals.
The Sustainability Agenda for 2018– 2021 includes three focus areas:
Suominen aims to improve the quality of life of its employees and aims at business free of social risks. We focus particularly on occupational safety, employee wellbeing and social responsibility in the supply chain.
Suominen wants to produce nonwovens with the smallest possible resource consumption and impact on the environment. Reducing relative energy and water consumption and greenhouse gas emissions as well as increasing the share of renewable energy are among our targets. The amount of landfill waste is to be reduced to zero by 2021.
We strive to offer the most sustainable nonwovens in the market. Our offering already includes some biodegradable products. Now we will create a new kind of measurement tool for evaluating and developing the sustainability of our product range and, ultimately, for supporting our customers in making sustainable choices.
Our new sustainability agenda is Suominen's response to the global challenges such as climate change, water scarcity and human rights issues. We want to be part of the solution.
Despite the financial setbacks, 2017 did bring us successes on many fronts. We launched five new branded products on the market and conducted several exclusive product development projects with selected key customers. An efficient product development process is a key to getting Suominen back on track. Therefore, I am delighted with the appointment of Markku Koivisto as our Chief Technology Officer with responsibility for product development in spring 2017. His strong experience in transforming industrial and technological innovations into business is exactly what Suominen needs right now.
Another point I want to highlight is our progress in Latin America. As promised in our strategy, we will leverage our presence in Brazil and have already been successful in growing our business across South America at a rate that exceeds the regional average. The market region is very lucrative and forecasted to grow in high single-digit numbers.
As I am writing this review, we are getting very close to an important milestone, a point in time when the new manufacturing line in Bethune begins to contribute positively to our gross profit. The line should reach its full potential by the end of 2018 and, in the longer term, the investment will play a significant role in both net sales and profitability generation as the modern line will add substantial capacity, focusing solely on products with high added value.
To our shareholders, customers and business partners: I am deeply thankful for your continuous support and trust. I also wish to warmly thank everyone at Suominen for your hard work in 2017. It was a bit of a rocky road for us, but I am confident that we can bring about a positive change. 2018 is going to be an exciting year for us and will also entail the celebration of Suominen's 120th anniversary.
President & CEO
Suominen's Convenience business area offers nonwovens for a wide range of wiping products: baby care, personal care, home care and workplace wipes. In 2017, Convenience accounted for 91% of our net sales and its customers include some of the world's best-known consumer brands.
Suominen is the global market leader in nonwovens for wipes, with a market share of approximately 20%. We want to be recognized as the world leader in wipes and be the preferred partner in superior nonwoven innovations.
The Convenience business area offers nonwovens for an extensive range of wiping applications. The main end use applications for our nonwovens for wipes are:
• Workplace applications, e.g., general purpose wipes, surface disinfecting wipes for healthcare and food service (9%).
The customers of Convenience include global consumer brands, manufacturers of private label products, retail chains and regional nonwoven converters. Our customer relationships are typically very long, on average more than ten years.
The main market areas for Convenience are North America and Europe, and we also operate in the South American market.
The net sales of the Convenience business area totaled EUR 388.6 million in 2017 (EUR 380.5 million in 2016). Growth
in net sales reflected the healthy development of sales volumes.
In 2017, we continued working on the growth investment in our plant in Bethune, SC, USA, where we started up a new state-of-the-art wetlaid production line. The first invoiced products were delivered to customers during the second quarter of the year. The ramp-up process continued throughout the year, at a somewhat slower pace than we had anticipated, due to certain technical challenges. When in full speed, the new production line will increase our capacity significantly, helping Suominen to meet the growing demand for nonwovens for home and workplace wiping, flushable wipes and personal care products.
The Convenience business area had three public product launches in 2017, the most notable being GENESIS® Pro All Purpose nonwoven, a full line of products with demonstrably superior strength and performance compared to any other substrate available on the market. In addition, we introduced AIRLACE™ for Workplace, a nonwoven for professional wiping that offers reliable performance and the best cost-in-use; and FIBRELLA® Ultrasoft, a nonwoven for baby wipes that delivers unmatched softness for consumers and easy convertibility for Suominen's customers.
One of the highlights of 2017 was the launch of the revolutionary Designer Series pattern selection for wipes.
The Designer Series contains unique high-resolution patterns designed exclusively for Suominen by professional designers and validated with consumers to convey softness and functionality in cleaning. In practice, the Designer Series offers customers a ready-made selection of patterns that have a distinctive look, tried-and-tested consumer preference and a quick time to market. Commercial production of these patterns would not be possible without the investments Suominen has made in production technology and consumer understanding in the recent years. The Designer Series is a prime example of Suominen's ability to create nonwovens others cannot – in line with our new Changemaker strategy.
In addition, we made many nonpublic product launches by introducing new nonwoven materials exclusively to our key customers. All the novelties launched are the result of our multiyear focus on both product development and product management, showing that our investments to reinforce the teams in question with new talents is starting to pay off.
Suominen's new Changemaker strategy, launched in 2017, entailed new ways of operating. Among other reforms, the Convenience business area strengthened and reorganized its commercial organization, including Sales and Key Account Management, to ensure sufficient resources, a strong focus on growth segments and a global approach. Moreover, the business area began to adopt a dual business model in baby wiping. In the dual model, Suominen categorizes its baby wiping markets into two areas:
In developing markets, Suominen seeks stronger growth and investments, and aims to leverage its foothold in Brazil to become a pre-eminent supplier of high-performing nonwovens in all of Latin America. In mature markets, Suominen seeks greater efficiencies through lean operations, a simplified product portfolio and a focus on cost efficiency or niches when it comes to baby wiping innovations.
In 2018, the Convenience business area continues to focus on increasing the share of products with high added value in its portfolio, and consequently, concentrates its efforts on increasing sales of nonwovens for workplace, home and personal care (including flushable) wipes.
Suominen has been a forerunner in flushable nonwovens and continues to strengthen its position through extensive product development. In 2018, thanks to the investment made in Bethune, SC, USA, Suominen aims to launch new branded flushable products in the market, offering customers and consumers their desired balance between performance, comfort and flushability.
The outlook for the Convenience business area continues to be auspicious, as demand for nonwovens used in wiping products is projected to increase in all market areas and applications as described in the table on this page. The conditions for growth are favorable, as the growth of the middle class, appreciation of a healthy lifestyle, well-being and a high level of personal hygiene, as well as efforts to increase everyday comfort and convenience are among the global megatrends that are gaining momentum and boosting demand for consumer products made of nonwovens.
| North America | EMEA | South America | |
|---|---|---|---|
| Baby wiping | 2% | 2% | 7% |
| Personal care products (incl. flushable) | 6% | 6% | 65% * |
| Home wiping | 7% | 2% | ** |
| Workplace wiping | 5% | 3% | ** |
* Emerging market. High growth rate is a result of small amounts supplied.
** At present, only commercially small amounts supplied.
> About Us / Business > About Us / Operating environment
Suominen's Care business area offers nonwovens for specialty hygiene and medical applications, such as products for feminine hygiene, baby and adult incontinence products, as well as wound care, specialty operating room and patient hygiene applications. In 2017, Care accounted for 9% of Suominen's net sales. Customers of the business area include global consumer brands, leading regional players, and manufacturers of medical components and devices.
Through its Care business area, Suominen makes people's lives better by offering high-quality nonwoven components for hygiene applications and for medical products serving acute, institutional and home care settings. We want to be best in class in fluid management in our chosen markets and are positioned to be a leading supplier of specialty components seeking to grow our currently small market share.
The main end use applications for Suominen's nonwovens for hygiene products are:
The main end use applications for medical products include:
In hygiene and medical applications, nonwovens most often serve as components of complex end products. For example, a feminine care product consists of several layers of different materials, with Suominen's nonwovens being one of them, providing critical functionality to the total performance of the finished article.
Customers of the Care business area include global consumer brands, manufacturers of medical devices and regional nonwoven converters. The main geographies for Care are North America, South America and Europe.
The net sales of the Care business area totaled EUR 37.5 million in 2017 (EUR 36.3 million in 2016), representing 9% of Suominen's net sales.
In 2017, the Care business area continued to expand its customer base and complemented its offering of high-performing specialty nonwovens with the introduction of a new branded product in the growing South American healthcare market: FIBRELLA® Wrap.
FIBRELLA® Wrap is a soft and safe material for undercast paddings and cushions used in wound care. Suominen's recent investments in upgraded production technology in its Paulínia, Brazil, plant enabled the product launch. Today, cotton wadding is the most typical material used in undercasts and wound care in South America, but it has two major weaknesses: it has no strength and it can be difficult for clinicians to apply.
Suominen's target for the Care business area is to achieve significant growth in the coming years. The business area aims to be recognized as a leader in fluid management in hygiene products and the number one supplier in selected niche areas in the medical sector.
As the Care business area is still relatively new in the hygiene and medical nonwovens market, there is room for expansion in its customer base and opportunities to leverage the company's manufacturing platform on three continents. Moreover, the business area develops new products and customer relationships while exploring new technologies and geographies to achieve growth. In new products, superiority in fluid management, skin wellness and patterning are key aspects of Care's strategy execution plan.
While Suominen's major investment in a new wetlaid production line in its Bethune plant in SC, USA, is initially targeted to mainly serve the customers of Suominen's Convenience business area, the new line will also help us meet the growing demand for nonwovens for medical and hygiene products.
Solid growth in product demand is forecasted to continue in both medical and hygiene markets. The main market regions for Care are the Americas and Europe.
In nonwovens for hygiene products, overall annual growth in the mature market regions, such as North America and Europe, is forecasted to remain close to 1%. However, the vast market of hygiene offers interesting opportunities also in developed markets, as demand for selected categories, such as adult incontinence, is growing at an attractive pace. In addition, the outlook in developing markets is very lucrative, as the forecasted growth in South America and Asia ranges from 4 to 6%. The prospects for hygiene applications are driven by demographic factors such as population growth and the increase in income in developing countries, and the aging of the population in developed countries.
In new products, superiority in fluid management, skin wellness and patterning are key aspects of Care's strategy execution plan.
In medical nonwovens, the annual growth rate in North America in the coming years is anticipated to be around 3%, while in Europe, demand may increase even a bit faster, at a rate of 4 to 9%. In the emerging markets, such as South America, market growth is projected to be 8%. The forecasted growth in medical nonwovens is supported by several megatrends, such as the aging population, increasing complexity of medical conditions and diseases, and ever-greater adoption of technology in healthcare. Moreover, the constant increase in the number of pandemics and hospital-acquired infections is further driving demand for disposable medical nonwovens.
Read more a w suominen.fi > About Us / Business > About Us / Operating environment
| 2017 | 2016 | 2015 | |
|---|---|---|---|
| Net sales, EUR million | 426.0 | 416.9 | 444.0 |
| Comparable operating profit, EUR million | 15.0 | 25.6 | 31.2 |
| Profit for the period, EUR million | 14.5 | 15.2 | 17.0 |
| Earnings per share, EUR | 0.27 | 0.29 | 0.32 |
| Dividend per share, EUR * | 0.11 | 0.11 | 0.10 |
| Cash flow from operations, EUR million | 22.2 | 28.5 | 27.3 |
| Cash flow per share, EUR | 0.39 | 0.56 | 0.54 |
| 2017 | 2016 | 2015 | |
|---|---|---|---|
| Capital expenditure, EUR million | 37.2 | 53.3 | 23.7 |
| Equity ratio, % | 41.8 | 45.3 | 43.2 |
| Equity per share, EUR | 2.37 | 2.81 | 2.50 |
| Gearing, % | 59.8 | 39.6 | 25.9 |
| Return on invested capital (ROI), % | 6.6 | 11.6 | 15.9 |
| Number of employees, average | 670 | 646 | 614 |
* Dividend or return of capital. In 2017, proposal by the Board of Directors.
per share (EUR)
50 – 40 – 30 – 20 – 10 – 0 –
Equity ratio (%) and equity
41.8 45.3 43.2
15 16 17
Equity per share, EUR
Gearing ratio %
Dividend per share, EUR*
0.10 0.11 0.11
0.12 – 0.10 – 0.08 – 0.06 – 0.04 – 0.02 –
Return on invested
During the five-year strategic period ending in 2021, Suominen aims to:
Reach an average return on investment (ROI) of 15% during the period
Reach an average annual net sales growth rate of 6% during the period
Operate with a gearing ratio principally in the range of 40-80%
Orange lines in graphs indicate the target level for 2017–2021.
Capital expenditure, EUR million
2017 was the final year of Suominen's first sustainability strategy and we worked throughout the year to create new, more demanding Sustainability Agenda that extends to 2021. Suominen also expanded its sustainability reporting with Non-Financial Statement and by starting to report on its tax footprint in this Annual Report.
Suominen's non-financial information required by Directive 2014/95/EU and the Finnish Accounting Act is disclosed in this Sustainability section of the Annual Report 2017.
Suominen's business model, policies and due diligence practices as well as risks and risk management are described below as part of this Non-Financial Statement. Information on thematic aspects of non-financial reporting, including environmental matters, social and employee matters, respect for human rights, and anti-corruption and bribery, can be found in the subsequent parts of the Sustainability section.
Information in the Sustainability section has been approved by the Board of Directors of Suominen Corporation. Sustainability data presented in the section has not been audited.
Suominen operates in business markets, mainly in the Americas and Europe. The company develops and manufactures nonwoven roll goods for wipes and hygiene and medical products and sells them mainly to consumer goods companies, private label manufacturers or regional converters. We source our raw materials from fiber producers in global markets.
More detailed information about Suominen's business model can be found in the How we create value subsection of this Annual Report, starting from page 6.
Suominen Corporation has two sets of sustainability-related policies: the Code of Conduct ("Code of Conduct") and the Supplier Code of Conduct ("Supplier Code"). The Code of Conduct is approved by the Board of Directors of Suominen Corporation. The Supplier Code was updated in 2017. Both the Code of Conduct and the Supplier Code are available at www.suominen.fi in the Sustainability section under Policies. The outcome of these policies and relevant key performance indicators are described in the subsequent parts of this Sustainability section.
The Code of Conduct describes the practices and principles adopted by Suominen Corporation and its subsidi-
aries. The Code of Conduct addresses issues such as business relationships, financial regulation, human rights and the environment.
Suominen's requirements for its suppliers are described in the Supplier Code, which addresses issues such as wages and working hours, child labor and forced labor, and the environment. All raw material suppliers must comply with the Supplier Code in order to become and remain suppliers to Suominen.
Suominen is a Finnish publicly listed company and observes the Finnish Companies Act, EU Regulation No. 596/2014 on Market Abuse ("MAR"), Securities Market Act and other regulations covering listed companies, the Finnish Corporate Governance Code 2015, and the requirements of its own Articles of Association in its decision-making and administration. Detailed information about governance at Suominen can be found in the Corporate Governance Statement of Suominen Corporation for 2017, on pages 38–44 of this Annual Report.
In 2017, Suominen had production plants and offices in Finland, Italy, Spain, France, Brazil and the United States, and employed in average 670 people. Suominen sources its raw materials from fiber producers globally, and its main market areas are North America and Europe. Moreover, Suominen has operations in South America.
Suominen's success in 2017 in managing risks related to human rights, social and employee matters, anti-corruption and bribery as well as environmental matters can be assessed based on key performance indicators presented in the following pages of this Sustainability section. More information about business risks and uncertainties can be found in the Report by the Board of Directors 2017 in this Annual Report.
During 2018, Suominen will conduct an in-depth review of and document all material risks and risk management procedures related to human rights, safety and other social aspects, corruption and bribery, and the environment.
There is a risk that human rights might be violated in Suominen's own operations and in the company's supply chain. Human rights violations could lead, for instance, to negative impacts on individuals and damage to Suominen's corporate reputation. Suominen respects the protection of human rights as defined in the United Nation's Universal Declaration on Human Rights.
In its Code of Conduct, Suominen commits to respecting human rights as an employer. According to the Code of Conduct, Suominen does not tolerate any kind of discrimination, including discrimination due to age, gender, religion, ethnic origin, race, disabilities, sexual orientation, political opinion or position within the company. Moreover, the company does not tolerate any form of forced or compulsory labor, or the use of child labor. Suominen upholds the freedom of association and the effective recognition of the right to collective bargaining. No employee is allowed to take any action that violates these human rights principles, either directly or indirectly. The company follows the so-called blind hiring principle in all new recruitment to mitigate discrimination in recruitment processes and monitors pay equity between men and women annually in order to identify potential discriminatory remuneration practices.
In its Supplier Code, Suominen requires its suppliers to commit to respecting human rights as set forth in internationally recognized standards and treaties. The company prohibits child labor and forced labor, including bonded, involuntary, prison or indentured labor, and expects its suppliers to refrain from any form of discrimination, including discrimination based on religion, disability, ethnic or national origin, gender, sexual orientation, marital status, age, political opinion, organizational position, political affiliation or union membership; or other characteristic protected by local law. Moreover, workers' rights to join labor unions, seek representation and/or join workers' councils should be acknowledged by Suominen's suppliers.
Suominen will expand the scope of its supplier audit process during 2018 by incorporating new audit items related to, e.g., human rights, in accordance with the Supplier Code.
Suominen is a manufacturing company with most of its employees working in production facilities, which exposes employees to certain safety risks. If realized, safety risks could cause negative impacts on individuals, damage Suominen's reputation or lead to other unfavorable outcomes. Suominen manages safety risks in its production facilities through, for instance, the implementation of a Behavior-Based Safety Program and Life Saving Rules. In the Code of Conduct, Suominen commits to offering its employees, contractors and others working at the company a safe and healthy work environment.
Suominen employees might experience harassment or discrimination at work, which could lead to negative impacts on individuals, legal ramifications and damage to Suominen's corporate reputation. In the Code of Conduct, Suominen prohibits any kind of discrimination within the company. The company's blind hiring principle helps in mitigating discrimination in recruitment processes. Suominen also monitors pay equity between men and women annually in order to identify potential discriminatory remuneration practices
Corruption and bribery might occur in Suominen's own operations or in the company's supply chain. Cases of corruption and bribery could potentially lead to legal ramifications and damage Suominen's corporate reputation. In the Code of Conduct, Suominen commits to refrain from all unfair business practices, such as fraud, corruption and bribery. In the Supplier Code, Suominen prohibits its suppliers from engaging in any form of corruption, extortion or embezzlement.
Suominen will amend its Code of Conduct during 2018 to better address corruption and bribery. The company will also incorporate new items related to corruption and bribery into the supplier audit process.
Suominen manufactures its products mainly of viscose, pulp, polypropylene and polyester fibers. Suominen's own operations and the operations of companies in Suominen's supply chain might cause harm to the environment. Such harm could lead, for instance, to legal ramifications and damage Suominen's corporate reputation. Suominen manages its environmental risks through quality and environmental systems. All Suominen plants have ISO 9001 certification for quality management and seven out of eight plants also have ISO 14001 for environmental management. In the Code of Conduct, Suominen commits to take into consideration the environmental impacts of its operations. In the Supplier Code, the company requires its suppliers to continuously improve the environmental responsibility of its operations, protect biodiversity and mitigate climate change.
Suominen has a whistleblowing practice established with an external lawyer and described in its Code of Conduct. This third-party whistleblowing system enables the reporting of any suspected illegal or unethical activity either in Suominen's own operations or in its supply chain.
2017 was the third and final year of Suominen's first sustainability strategy made public, which defined Suominen's sustainability targets, priorities and resources for years 2015–2017.
The focus areas in Suominen's first sustainability strategy, determined through a materiality analysis, were:
At Suominen, sustainable development concerns both improvements in our dayto-day work as well as distinct projects and programs. In 2017, the most important project-like activity was upgrading the Supplier Code of Conduct to better highlight Suominen's requirements towards its suppliers regarding, e.g., respecting human rights.
Suominen's Changemaker business strategy was launched in spring 2017, and Suominen worked throughout the year to create new Sustainability Agenda for the years 2018–2021 to support the targets set in the business strategy.
With the sustainability agenda 2018– 2021, Suominen continues where we left off with the previous sustainability strategy. We recognize that societies and natural environments are changing due to, for example, climate change, and people are increasingly aware of environmental and social issues. These changes also require Suominen as a company to evolve and raise the bar we set for ourselves in terms of sustainability.
Suominen aims to improve the quality of life of its employees and aims at business free of social risks. The strategic targets in this focus area address health and safety, employee wellbeing and responsible sourcing of raw materials.
Health & safety: We will have zero lost time accidents.
Employee wellbeing: Target to be defined after a pilot project for measuring wellbeing is completed in 2018.
Sourcing: 100% of our fiber suppliers are audited for compliance with the Supplier Code of Conduct by 2021.
Suominen wants to produce nonwovens with the smallest possible resource consumption and impact on the environment. The strategic targets deal with improving our water and energy efficiency, reducing carbon dioxide emissions and reducing the amount of production waste that ends up in landfills.
2.
Water efficiency: We will use 8% less water per ton of product compared to the level of 2016.
Energy efficiency: We will use 8.5% less energy per ton of product compared to the level of 2016.
CO2 emissions: Our carbon dioxide emissions per ton of product will be 7% lower compared to the level of 2016.
Waste to landfill: We will produce zero waste to landfill.
Suominen strives to offer the most sustainable nonwovens in the market. As there is no industry standard or other method available to measure the sustainability of nonwoven materials, Suominen has decided to create a method of its own, a so-called product sustainability index. Strategic targets will be set after the index is created in 2018.
Sustainable products: Target to be defined after a product sustainability index is created in 2018.
Suominen's new Sustainability Agenda for 2018–2021 is linked to the Sustainable Development Goals (SDGs) set out by the United Nations. Through the Sustainability Agenda, Suominen especially contributes to ten of 17 SDGs, which put our work into a larger context:
For more information about the link between our Sustainability Agenda and the SDGs, please visit www.suominen.fi.
Low-impact manufacturing
The most sustainable nonwovens
Suominen encourages its employees and other stakeholders to report any violation of the Code of Conduct. Suspected violations can be reported to a manager, the company's Human Resources function or to the external lawyer whose contact information is provided in the Code of Conduct.
Subject to applicable mandatory laws and regulations, Suominen does not tolerate any retaliation against anyone who reports, in good faith, a suspected violation of the Code. Further, no retaliation will be tolerated against anyone who participates or assists in the investigation of a report by Suominen. Any retaliations will be assessed as a breach of the Code.
Suominen's Annual Report 2017 examines sustainability from social, environmental, governance and economic perspectives. Non-financial information required by Directive 2014/95/EU and the Finnish Accounting Act is disclosed in the Sustainability section. We report on our progress in sustainability in the Annual Report.
Health, safety and environmental data is collected from Suominen's production units. In accordance with the materiality principle, locations that do not have production operations are not included in the data.
The graphics in the Sustainability section present historical data as of 2013 and reflect Suominen's continuing operations.
The Windsor Locks plant in CT, USA, is operated jointly by Suominen and Ahlstrom-Munksjö Corporation. Only the resources used by Suominen at the Windsor Locks plant are taken into account in the environmental figures. In the safety indicators, personnel who have worked on Suominen's production lines but are not on Suominen's payroll are excluded.
We continuously develop our sustainability reporting and strive for open, meaningful and equal stakeholder communications.
The basis of social responsibility at Suominen is to ensure employees a fair, safe, equal and healthy work environment and to adhere to high ethical standards as described in the company's Code of Conduct.
Suominen requires its raw material suppliers to commit to ethical conduct, full compliance with all applicable national laws and international treaties, and to respect human rights as set forth in internationally recognized standards and treaties, such as The Universal Declaration of Human Rights and the International Labor Organization (ILO) Declaration on the Fundamental Principles and Rights at Work. The requirements set for suppliers are presented in Suominen's Supplier Code of Conduct.
In 2017, Suominen spent EUR 254,167 (EUR 316,382 in 2016) on personnel training. The reduction in costs reflects the completion of major training programs, such as training related to the construction and start-up of the new manufacturing line at the Bethune plant.
Absences due to illness continued to decline for the fifth year in a row and amounted to 1.6% of total working hours (1.8% in 2016).
Suominen's global professional development process measures motivation, work load and career plans of its executive management, middle management and specialists, among other things. The process consists of a self-reflective questionnaire containing statements and open questions, and also of a structured employee-manager discussion. As an example, employees were asked to rate their devotion to achieving results on a scale of 1 (Rarely, seldom) to 4 (Consistently, always). In 2017, the average value calculated of all responses to the statement was 3.52, slightly down from 3.59 in 2016. The process covered 114 employees in total.
Suominen respects human and labor rights and treats all employees fairly and equally. We do not tolerate any kind of discrimination and we are committed
| Average salary, indexed |
Male | Female |
|---|---|---|
| Executive management | 266 | 213 |
| Middle management | 99 | 97 |
| Specialists | 57 | 49 |
| Total | 110 | 90 |
to the principle of equal pay for equal contribution. In addition, we follow the blind hiring principle in our recruiting to promote diversity and to ensure equal opportunities. In the blind hiring process, the hiring manager will receive and assess candidates' applications and resumes without any personal data on them. The masked data includes, for example, the applicant's full name, gender, ethnicity and age. This minimizes the possibility of unconscious biases affecting the recruitment process.
In 2017, Suominen continued to monitor pay equity between men and women for the third year in a row by analyzing the indexed salaries of all salaried employees globally, i.e. some 280 people in total. Employees with hourly wages, approximately 390 people, were excluded from the analysis because of the comparability issues between salaried and hourly employees.
Based on the pay equity analysis, on average, women's salaries at Suominen were 81% of men's salaries. Due to the relatively small size of the target groups in the pay equity analysis, organizational changes and exchange rate fluctuations may have a disproportional impact on the results of the analysis.
We concluded that, on average, the overall pay equity is not optimal and gender pay gaps still exist at Suominen. This is caused by a structural imbalance, i.e. women and men not being equally represented in all jobs and on all organizational levels, rather than men and women being paid unequally for the same work. Suominen will continue to monitor the gender pay gaps and is committed to taking corrective measures whenever necessary.
Suominen reports on the CEO pay ratio for the second year in a row for transparent remuneration. In practice, the ratio is a comparison between the salary of the President & CEO and the average salary of salaried employees. In 2017, the CEO pay ratio at Suominen was 6.02 (7.66 in 2016). Further information on compensation at Suominen can be found in the Remuneration Statement, starting from page 46 in this Annual Report.
22% of Suominen's total workforce, i.e. 663 employees at the end of the year, were women (22% in 2016) and 78% were men (78% in 2016). Of the 114
13 14 15 16 17
employees included in the Suominen Variable Remuneration System (a global short-term incentive plan for specialists, middle management and executive management), 38.6% were women and 61.4% were men. Of Suominen's top management, the Corporate Executive Team, 25% were women (28.6% in 2016) and 75% were men (71.4% in 2016).
96% of Suominen's total workforce were permanent employees (94% in 2016) and 4% had fixed-term contracts (6% in 2016). Suominen's employees in the USA are employed in a so-called atwill employment relationship and, in this statistic, are included in the permanent employee figure.
60% of Suominen's total workforce are hourly (63% in 2016) and 40% salaried employees (37% in 2016). Hourly employees are typically production line operators and other production workers, and salaried employees include specialists, middle management and executive management.
Suominen continued to target zero losttime accidents in 2017. In total, five losttime accidents (LTA) occurred at Suominen sites in 2017 (10 in 2016, restated). Five of eight sites were able to reach the zero LTA target in 2017. The Accident Frequency Rate (AFR) decreased to 4.06 in 2017 (9.18 in 2016, restated) and the accident severity rate (ASR) decreased to 0.15 (0.34 in 2016). While every single accident is to be avoided, the safety indicators developed favorably in 2017 thanks to the continuous efforts made to build and sustain strong safety culture at Suominen.
0.60 0.50 0.40 0.30 0.20 0.10 0
Accident severity rate (ASR)
13 14 15 16 17
Accident frequency rate (AFR)
Absences due to illness, % of total working hours
Suominen Corporation Annual Report 2017
The Behavior-Based Safety program kept rolling for the fourth year in 2017. The program emphasizes the individual's responsibility in safety and is implemented through Safety Walks. In a Safety Walk, a trained employee walks through the plant premises, identifying both safe and unsafe behaviors and conditions, and then engages in an open discussion with the employees. In 2017, the concept of safety walks was extended to be applied also in office environments.
At the end of 2017, 99% of Suominen employees had attended Safety Walk training. The 1% having not attended a training consists mainly of new employees, who are required to attend the Safety Walk training as part of their onboarding process. During 2017, a total of nearly 25,000 safety walks took place at Suominen's locations, allowing us to identify more than 4,500 unsafe actions and unsafe conditions that need to be rectified. That amounts to almost 3,000 hours of work fully dedicated to improving occupational safety.
Suominen develops occupational safety according to the principle of continuous improvement and constantly shares the best practices of individual plants to benefit the entire plant network. In improving safety, Suominen places particular emphasis on preventive measures, influencing attitudes, behaviors and operating models and on building a culture of work safety. Safety monitoring is part of the daily activities of our production plants.
Suominen refrains from all unfair business practices, such as fraud, corruption and bribery. The company has a whistleblowing practice established with an external lawyer. The practice is described in Suominen's Code of Conduct. In 2017, zero contacts were made through the whistleblowing system regarding suspected violations of the Code of Conduct.
Suominen strives to reduce the environmental load of its operations. The focus is on improving our energy and water efficiency and reducing the amount of landfill waste.
Suominen is committed to considering the environmental impacts of its operations in accordance with the International Chamber of Commerce's (ICC) principles of sustainable development. Moreover, we contribute to several UN's Sustainable Development Goals related to the protection of the environment. For more information, see Sustainability strategy subsection.
Wood-derived fibers account for nearly all of the renewable raw materials we use today.
We have identified that our environmental impacts are primarily related to the raw materials, energy and water used in production, and to the waste generated during the production process. We prioritize the continuous improvement and streamlining of our operations and foster the principle of reusing and recycling materials.
Raw materials play a vital role in Suominen's business since they constitute approximately 60–70% of our expenses. In 2017, Suominen consumed 139,514 tons of fiber raw material (136,387 tons in 2016), most of it being viscose, pulp, polypropylene and polyester. Renewable fibers accounted for 49.7% of the raw materials Suominen consumed in 2017 (50.6% in 2016).
Suominen supports responsible forest management and continues to improve its sourcing of wood-derived raw materials accordingly. This is critical to Suominen's operations, since woodderived fibers – viscose, fluff pulp and wood pulp – account for nearly all of the renewable raw materials we use today. Suominen also produces nonwovens made of certified raw materials, including FSC® (FSC-N002523) and PEFC certified materials. The up-to-date certification list of Suominen plants is available at www.suominen.fi.
Improving energy efficiency continued to be one of Suominen's top environmental priorities in 2017. The four-year positive trend in energy efficiency shifted as energy consumption per ton of product increased slightly, to 12.92 GJ/t from 12.69 GJ/t in 2016. The primary reason for the increase was the ramp-up of the
Energy consumption in 2017 (in total 1,738,424 GJ)
2017 (19.3% in 2016).
new manufacturing line at the Bethune plant. The new production line consumes energy in the ramp-up phase, although it does not yet produce significant volumes. Renewable energy sources accounted for 18.8% of the energy consumption in
Suominen has set the energy efficiency target of 13.38 GJ/t for 2018. Energy efficiency is expected to temporarily worsen due to the ramp-up phase of the new production line in Bethune. We aim to improve our energy efficiency by 8.5% by 2021 compared to the 2016 baseline, equivalent to 11.65 GJ/t.
Improving water efficiency was also among our environmental goals in 2017. The water efficiency target for 2017 was set at consumption of 36.80 m3 per ton of product (7.3% reduction from 2016). We were not able to reach the target, but still slightly improved our water efficiency, achieving efficiency of 39.60 m³/t (39.69 m3 /t in 2016). Suominen's total water consumption increased in 2017 due to the ramp-up of the new wetlaid production line in Bethune. The new production line consumes water in the ramp-up phase, although it does not yet produce significant volumes.
Water consumption is the highest at Suominen's plants in Windsor Locks, CT, USA and in Bethune, due to the wetlaid production technology utilized at the plants. While the wetlaid technology requires relatively large amounts of water, we have invested in it since the technology provides unique opportunities in terms of product offering and features. On average, Suominen's production plant in Windsor Locks, CT, USA, has represented over 60% of Suominen's total water consumption.
tons tons/ton of product
13 14 15 16 17
0,020 0,015 0,010 0,005
For 2018, Suominen has set a water efficiency target of 42.77 m3 /t, as we expect the new production line in Bethune to reach its full potential towards the end of the year, consequently increasing our water consumption. In coming years, Suominen aims to offset the waterconsuming effect of the new production line on a corporate level and improve its water efficiency by 8% by year 2021 compared to the 2016 baseline, equivalent to 36.59 m3 /t.
Thanks to our continuous efforts to improve our water-treatment systems, all the water discharged from Suominen's operations is as clean or cleaner than it was when taken into our process.
After several years of decline, in 2017 Suominen's total greenhouse gas emissions (scope 1 and scope 2) somewhat increased to 1.01 tons of CO2 equivalent per ton of product (0.99 t/t in 2016). Suominen aims at reducing emissions by setting energy-efficiency targets.
Whenever possible, Suominen purchases energy from companies that have lower greenhouse gas emissions. As a result, in 2017 we reduced our emissions to the atmosphere by more than 9,500 metric tons of CO2 equivalent when compared to the average for the region, which means a 9.47% reduction in greenhouse gas emissions when compared to location-based emissions.
For 2018, Suominen has set CO2 emission target of 1.06 t/t as we expect the emissions to temporarily increase as the ramp-up phase of the new manufacturing line at Bethune plant continues. However, Suominen aims for a 7% reduction in CO2 emissions by year 2021 compared to the 2016 baseline, equivalent to 0.92 t/t.
Suominen's target for landfill waste in 2017 was 13.5 kg per ton of product. The negative trend continued for the second year in a row, as waste volumes increased to 16.8 kg/t in 2017 (10.7 kg/t in 2016). The main reason for the negative development, in addition to the significantly increased waste volumes at Bethune plant due to the ramp-up phase of the new line, is the loss of waste outlets, or cooperation partners that can recycle Suominen's process waste, and the inability to find new ones.
We continue our efforts to reduce the amount of landfill waste from our operations, with the target for 2018 set at 39.0 kg/t and the long-term target for 2021 at 0.0 kg/t.
Suominen remains an economically vital company. Net sales growth, healthy profitability, strong cash flow and a solid financial position are prerequisites in the long term for meeting our financial obligations to our various stakeholders and contributing to increasing general economic well-being.
Suominen Group's ("Suominen") tax footprint represents the economic impact on society in the form of taxes and similar payments arising from Suominen's operations in the countries where it operates. As a result of Suominen's business operations Suominen has a liability to pay taxes and similar payments, as well as a liability to collect and remit taxes and similar payments that arise from the business activities of the group companies.
Suominen's tax footprint arises from the business operations in the countries where it operates. Suominen has not entered into any arrangements aiming to change or rearrange its tax burden from what arises from normal business operations. The trading of goods between Suominen group companies is extremely limited. The group companies receiving intra-group services are charged a service fee. The pricing of the service fee is in line with the arm's length principle.
| Stakeholder | Direct financial impact in 2017 | |
|---|---|---|
| Customers | Net sales EUR 426.0 million | Suominen's major customers include global consumer brands and private label manufacturers. |
| Employees | Wages and salaries EUR 35,6 million | Suominen employed some 670 people in Europe and in North and South America in 2017. |
| Partners | Materials and services EUR 314.1 million | Suominen purchases raw materials and other products and services from local and international business partners. |
| Society | Corporate income taxes were EUR 2.5 million positive due to changes in US corporate taxation. |
Suominen is a significant employer in the communities where we operate, which makes us a promoter of general well-being. |
| Financiers | Net financial expenses EUR -2.6 million | |
| Shareholders | Approximately EUR 5.6 million in total were paid as dividends in 2017 from the financial year 2016. |
On 31 December 2017, Suominen had 4,146 shareholders. |
Suominen has group companies only in those five countries – Brazil, Finland, Italy, Spain and the United States – where it has both production and sales operations. In addition, Suominen Corporation has had a small branch office in France. The office was closed in 2017, and in this report, its taxes and payments have been included in Suominen's tax footprint in Finland. In respect of taxes and similar payments, Suominen applies the laws and regulations of each country.
The main markets of the Finnish group companies are abroad. Due to this, the export sales of these companies significantly exceed their domestic sales. No value added tax is levied on export sales. This leads to a situation where the Finnish group companies' deductible value added tax on their purchases subject to value added tax is considerably higher than the value added tax they remit based on their taxable sales. As a result, Suominen receives a refund of value added tax in Finland.
Suominen's tax footprint includes not only the taxes and similar payments that are group companies' costs, but also the taxes and similar payments which the group companies collect and remit, such as indirect taxes. Deferred taxes which arise from the timing differences between taxation and accounting and are recognized in accounting are not included in the tax footprint.
In 2017, Suominen employed on average 670 people in its operations. As a result, Suominen generated a positive economic contribution to the surrounding society in the form of employees' income taxes, as well as social security contributions both by the company and the employees. Thus, Suominen's tax footprint includes also the collected and remitted employees' income taxes as well as social security contributions, but the employer's taxes are clearly separated from the employees' taxes and payments in the report.
Suominen's corporate income taxes are significantly affected by tax losses generated in the past in certain countries where Suominen operates. Based on local tax laws and regulations, tax losses are carried forward and deducted from the taxable profits generated in the future. At the moment, Suominen does not pay corporate income tax in Finland, as it has tax losses carried forward from past years. Suominen is subject to group tax consolidation methods in several countries based on each country's tax laws and regulations, which effectively means that Suominen's separate legal companies are taxed on the local consolidated taxable income. The tax laws in the United States allow also a carry back of tax losses, which means that tax losses can be allocated to taxable profits of the previous years. This may lead to corporate income tax refunds.
The corporate income taxes Suominen pays in the USA are impacted by local tax incentives, which allow companies to deduct up to 50 or 100% of
| EUR thousand | 2017 | 2016 | ||
|---|---|---|---|---|
| Taxes and similar payments borne | Finland | Other countries |
Finland | Other countries |
| Corporate income tax, tax on profit* | -13 | 6,335 | 8 | -6,884 |
| Corporate income tax, tax on turnover | – | -786 | – | -533 |
| Property taxes** | -67 | -591 | -67 | -611 |
| Employer contributions and taxes | -1,513 | -9,077 | -1,509 | -8,690 |
| VAT as expense | -34 | -7 | -34 | -4 |
| Custom duties on export*** | – | -53 | – | -32 |
| Custom duties on import*** | -598 | -1,706 | -576 | -1,132 |
| Excise duties | -110 | -229 | -91 | -236 |
| Other taxes and similar payments | -38 | -189 | -24 | -368 |
| Total | -2,374 | -6,302 | -2,293 | -18,489 |
| Taxes and similar payments collected and paid |
Finland | Other countries |
Finland | Other countries |
|---|---|---|---|---|
| Net VAT | 7,981 | -4,840 | 7,356 | -6,793 |
| Payroll taxes and similar payments collected and paid**** |
-2,652 | -7,761 | -2,583 | -7,561 |
| Withholding taxes on various payments | -272 | -119 | -355 | -111 |
| Total | 5,057 | -12,720 | 4,418 | -14,464 |
* Corporate income taxes do not include any deferred taxes. The corporate income taxes for 2017 are in total positive thanks to utilization of accelerated tax depreciations in the USA.
** Taxes on real estates.
*** Custom duties are borne by the company importing or exporting goods and not collected and/or paid on behalf of some other tax payer. For these reasons custom duties are reported as taxes borne.
**** Employer does not withhold employee withholding tax in Italy.
the acquisition cost of the investments taken into use during the year as accelerated tax depreciations. As Suominen made a large investment in the Bethune plant in South Carolina, the combined taxable result of the American subsidiaries decreased considerably in 2017. The use of the accelerated tax depreciations decreases the taxable result of the year in which they are utilized and defers the payment of corporate income taxes into the future. The utilization of the accelerated depreciations will decrease the tax-deductible expenses of subsequent years and concurrently increase the taxable result, as well as the paid corporate income of those years.
In the USA, Suominen has received state and county incentives in the form of direct grants, cost savings and tax credits, thanks to the investment made in Bethune and the new jobs created as a result of the investment. The group companies also pay property and real estate taxes based on the land and buildings they own, as well as different fiscal payments levied, for example, on manufacturing operations. In addition, there are some levied taxes, for example in Brazil, that are based on a percentage of the company's net sales. Suominen does not consider these as indirect taxes to be collected and remitted, but as taxes that are costs for the Group companies.
Social performance
| Absences due to illness, | |||||
|---|---|---|---|---|---|
| % of total working hours | 2013 | 2014 | 2015 | 2016 | 2017 |
| 2.8% | 2.4% | 2.2% | 1.8% | 1.6% | |
| CEO pay ratio* | 2013 | 2014 | 2015 | 2016 | 2017 |
| - | - | - | 7.66 | 6.02 | |
| * President & CEO's salary dividend by salaried employees' average salary. | |||||
| Personnel training costs, EUR | 2013 | 2014 | 2015 | 2016 | 2017 |
| 106,125 | 250,607 | 122,902 | 316,382 | 254,167 | |
| Proportional representation of women, % |
2013 | 2014 | 2015 | 2016 | 2017 |
| In total workforce | - | - | - | 22.0% | 22.0% |
| In top management | 14.3% | 28.6% | 28.6% | 28.6% | 25.0% |
| Safety indicators | 2013 | 2014 | 2015 | 2016 | 2017 |
| Lost time accidents (LTA) | 9 | 2 | 9 | 10** | 5 |
| Accident severity rate (ASR) | 0.48 | 0.04 | 0.37 | 0.34 | 0.15 |
| Accident frequency rate (AFR) | 9.00 | 1.83 | 8.29 | 9.18** | 4.06 |
| Total workforce | 2013 | 2014 | 2015 | 2016 | 2017 |
| Average employees | 550 | 591 | 614 | 646 | 670 |
| Permanent employees***, % | - | - | - | 94% | 96% |
| Fixed-term employees, % | - | - | - | 6% | 4% |
| Hourly employees, % | - | - | - | 63% | 60% |
| Salaried employees, % | - | - | - | 37% | 40% |
** Restated, *** Including at-will employees in the USA.
| Source | 2013 | 2014 | 2015 | 2016 | 2017 |
|---|---|---|---|---|---|
| Grid | 587,842.9 | 637,406.1 | 663,165.9 | 649,210.3 | 673,063.9 |
| Natural gas | 718,704.5 | 769,663.4 | 728,034.6 | 725,227.9 | 746,332.0 |
| Steam | 261,004.4 | 231,207.5 | 286,145.2 | 283,370.8 | 313,810.4 |
| Other | 4461.7 | 6,121.0 | 5,820.8 | 5,700.1 | 5,217.7 |
| Total | 1,572,013.5 | 1,644,398.1 | 1,683,166.4 | 1,663,509.1 | 1,738,424.0 |
| Energy efficiency, | |||||
|---|---|---|---|---|---|
| GJ per ton of product | 2013 | 2014 | 2015 | 2016 | 2017 |
| 13.02 | 13.02 | 12.78 | 12.69 | 12.92 | |
| Greenhouse gas emissions, | |||||
| tons of CO2 equivalent | 2013 | 2014 | 2015 | 2016 | 2017 |
| Direct (scope 1) | 41,207.00 | 44,115.10 | 42,201.96 | 41,563.76 | 44,867.26 |
| Indirect (scope 2) | 73,472.00 | 97,377.40 | 98,571.73 | 88,169.20 | 90,848.80 |
| Total | 114,679.00 | 141,492.50 | 140,773.69 | 129,732.96 | 135,716.06 |
| Greenhouse gas emissions, tons of CO2 equivalent per ton of product | |||||
| 2013 | 2014 | 2015 | 2016 | 2017 | |
| Direct (scope 1) | 0.34 | 0.35 | 0.32 | 0.32 | 0.33 |
| Indirect (scope 2) | 0.61 | 0.77 | 0.75 | 0.67 | 0.68 |
| Total | 0.95 | 1.12 | 1.07 | 0.99 | 1.01 |
| Raw material usage, tons | 2013 | 2014 | 2015 | 2016 | 2017 |
| - | 138,519 | 138,215 | 136,387 | 139,514 | |
| Waste to landfill | 2013 | 2014 | 2015 | 2016 | 2017 |
| Tons | 2,278.33 | 888.31 | 916.47 | 1,399.63 | 2,256.47 |
| Kg per ton of product | 18.87 | 7.03 | 6.96 | 10.68 | 16.77 |
| Water efficiency, | |||||
| m3 per ton of product | 2013 | 2014 | 2015 | 2016 | 2017 |
| 40.27 | 43.01 | 42.08 | 39.69 | 39.60 | |
| Water intake by source, m3 | |||||
| Source | 2013 | 2014 | 2015 | 2016 | 2017 |
| Surface water | 3,185,211 | 3,805,396 | 3,990,096 | 3,820,329 | 3,404,628 |
| Ground water | 626,840 | 557,605 | 480,743 | 436,014 | 1,137,453 |
| Municipal water supplies | 1,048,897 | 1,068,729 | 1,071,452 | 946,571 | 785,576 |
| Total | 4,860,948 | 5,431,730 | 5,542,291 | 5,202,914 | 5,327,657 |
All figures refer to continuing operations.
The Corporate Governance section presents the Corporate Governance Statement and Remuneration Statement for 2017. The section also includes a letter from the Chair of the Personnel & Remuneration Committee as well as information about the members of the Board and the management team.
Suominen Corporation (hereinafter "Suominen or "Company") complies with the Finnish Corporate Governance Code 2015 (hereinafter "Code") issued by the Securities Market Association. This Corporate Governance Statement (hereinafter "Statement") is prepared in accordance with the Code and is published as a separate statement in connection with the Report by the Board of Directors. The Statement has been published simultaneously with the Financial Statements and Report by the Board of Directors as a Stock Exchange Release, and it is available also on Suominen's website, www. suominen.fi.
The Audit Committee and the Board of Directors of Suominen Corporation have reviewed the Statement. The Statement will not be updated during the financial year, but up-to-date information on its various topics is available on Suominen's website.
The Finnish Corporate Governance Code 2015 is available on the website of the Securities Market Association, www.cgfinland.fi.
Responsibility for Suominen Group's business operations is held by the constitutional bodies required by the applicable laws and regulations. Suominen's decision-making bodies are the General Meeting of Shareholders, the Board of Directors with its two Committees, and the President & CEO, supported by the Corporate Executive Team and Corporate Leadership Team.
The Group's supreme decision-making body is the General Meeting of Shareholders, where shareholders exercise their decision-making power. The Board of Directors is responsible for the Company's management and its appropriate organization. As the Group's parent company, Suominen Corporation is responsible for the Group's management, accounting and financing, product development and management of intellectual property, human resources, ICT, as well as communications and investor relations.
While Suominen has two business areas, Convenience and Care, the Company has only one operating segment.
Suominen has a permanent Shareholders' Nomination Board established by the Annual General Meeting. The task of the Nomination Board is to prepare and present to the Annual General Meeting and, if necessary, to an Extraordinary General Meeting, a proposal on the remuneration of the members of the Board of Directors, a proposal on the number of members of the Board of Directors and a proposal on the members and the Chair of the Board of Directors. In addition, the task of the Nomination Board is to seek potential successors for the board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the Company's three largest shareholders, who shall appoint one member each. The Chair of the Company's Board of Directors shall serve as the fourth member. The Nomination Board is established to exist and serve until the General Meeting of the Company decides otherwise. The members shall be nominated annually, and their term of office shall end when new members are nominated to replace them. The members of the Nomination Board shall be independent of the Company, and a person belonging to the Company's operative management cannot be a member of the Nomination Board.
The shareholders entitled to appoint members to the Nomination Board during financial year 2017 were determined on the basis of the registered holdings in the Company's shareholder register on 1 September 2016 and on 1 September 2017.
During financial year 2017, the members of the Nomination Board were:
In financial year 2017, the Nomination Board convened 3 times. The attendance rate at the meetings was 100%.
The main duty of the Board of Directors of Suominen is to direct Suominen Group's strategy in a way that it, in the long run, enables the delivery of the financial targets set for Suominen Group and maximizes shareholder value while simultaneously taking into account the expectations of the key stakeholders.
The Board of Directors is responsible for the administration and appropriate organization of Suominen's operations. The Board is responsible for making decisions on matters that are likely to have a major impact on the Company's operations. The Board convenes according to an annual meeting plan. The main duties of the Board include:
deciding on strategically and financially significant investments, acquisitions, divestments, or other arrangements
deciding on obtaining credit and pledging securities
The members of the Board of Directors are elected by the General Meeting of Shareholders. Pursuant to the Articles of Association of the Company, the Board consists of at least three and at most seven members.
Until the Annual General Meeting of 2017, held on 15 March 2017, Mr. Jorma Eloranta (Chair), Mr. Risto Anttonen (Deputy Chair), Mr. Andreas Ahlström, Mr. Hannu Kasurinen, Ms. Laura Raitio and Ms. Jaana Tuominen formed the Board of Directors of Suominen.
On 15 March 2017, the Annual General Meeting re-elected Andreas Ahlström, Risto Anttonen, Hannu Kasurinen, Laura Raitio and Jaana Tuominen as members of the Board of Directors. Mr. Jan Johansson was elected as a new member and as Chair of the Board of Directors. The term of office of the members of the Board of Directors ends at the close of the Annual General Meeting 2018.
Chair of the Board as of 15 March 2017 b. 1954 Master of Laws Shareholding*: 4,814 Suominen shares
Chair of the Board until 15 March 2017 b. 1951 M. Sc. (Tech.), Dr. Sc. (Tech.) h.c.
Deputy Chair of the Board b. 1949 B. Sc. (Econ.) Shareholding*: 31,839 Suominen shares
b. 1976 M. Sc. (Econ. and Business Adm.) Investment Director, Ahlström Capital Oy Shareholding*: 7,606 Suominen shares
b. 1963 M. Sc. (Econ.) Senior Vice President, Head of Carton Board Business Unit, Stora Enso Corporation
Shareholding*: 21,456 Suominen shares
b. 1962 Licentiate of Technology (Forest Products) Shareholding*: 7,606 Suominen shares
b. 1960 M. Sc. (Chem. Eng.) President and CEO, Fiskars Corporation Shareholding*: 11,552 Suominen shares
* Shares and share-based rights of each Director and corporations over which he/she exercises control in the Company and its group companies on 31 December 2017.
The Board of Directors has evaluated the independence of its members. All members are independent of the Company. All members are also independent of its significant shareholders, with the exception of Andreas Ahlström, who acts as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen, AC Invest Two B.V., is a group company of Ahlström Capital.
The Board of Directors convenes under the direction of the Chair or, if the Chair is unable to attend, the Deputy Chair. Principally, the matters are presented by the President & CEO.
In 2017, the Board of Directors convened 20 times, of which four times per capsulam. The attendance rate at the meetings was 99%. The participation of each individual member is presented in the table below.
| Name | Participation | |
|---|---|---|
| Jan Johansson | Chair as of 15 Mar 2017 |
18/18 |
| Jorma Eloranta | Chair until 15 Mar 2017 |
2/2 |
| Risto Anttonen | Deputy Chair | 20/20 |
| Andreas Ahlström | Member | 20/20 |
| Hannu Kasurinen | Member | 20/20 |
| Laura Raitio | Member | 20/20 |
| Jaana Tuominen | Member | 19/20 |
In 2017, after most of its meetings, the Board assessed the preparations of the meeting, the course of the meeting, and its own operations, in line with the principle of continuous development.
The Board of Directors reviewed its operations and procedures in the financial year 2017 through an internal self-assessment. The results of the assessment were discussed confidentially also with the Nomination Board.
At Suominen, diversity has been recognized as an essential success factor in the long term. Also in considering the Board's composition, diversity is assessed through a number of viewpoints. Diversity in the Board's competencies, experience and opinions promotes openness to new ideas and helps the Board support and challenge the company's management. Furthermore, diversity promotes open discussion, integrity in decision making, good corporate governance, and effective supervision of both the Board and the management, and it also supports succession planning.
The Nomination Board of Suominen's shareholders evaluates the number of members on the Board, its composition and the competence requirements of the Board in the light of the present and future needs of the Company. When assessing the composition of the Board, the Nomination Board considers, among other things, whether the Board possesses a broad range of business knowledge and members representing both genders and various ages. It is Suominen's objective to have both men and women in its Board.
It is fundamental that the Nomination Board's final proposal to the Annual General Meeting is based on the qualifications and competencies of each candidate. In addition, candidates must also have the possibility to devote a sufficient amount of time to the Board work.
The essentials of the diversity principles are described in this Statement. They can be reviewed in their entirety at www.suominen.fi.
Fulfillment of the diversity principles in 2017
The Annual General Meeting of Suominen held on 15 March 2017 elected six members to the Board of Directors of the Company. Two of the six members are women. All members of the Board of Directors hold an academic degree either in law, business economics or technical sciences. Considering their experience, they represent international business in all its broadness and therefore bring diverse expertise and versatile perspectives to the board work. The youngest member of the Board of Directors turned 41 and the oldest 68 in 2017.
The main tasks of the Audit Committee relate to ensuring the Company's good governance, accounting and financial reporting, internal control systems and monitoring the activities of the external audit. The Audit Committee prepares for the Board matters that fall under its areas of responsibilities, but it does not have independent decision-making powers unless the Board resolves otherwise on certain matters.
The Chair and members of the committee are elected annually at the Board's constitutive meeting. At least three members are elected to the committee. The members of the Audit Committee must
be independent of the Company, and at least one member must be independent of the Company's significant shareholders.
From 1 January 2017 until 15 March 2017, until the constitutive meeting of the Board held after the Annual General Meeting, the Audit Committee consisted of Hannu Kasurinen as Chair and Andreas Ahlström and Jaana Tuominen as members. In its constitutive meeting on 15 March 2017, the Board of Directors re-elected Hannu Kasurinen as Chair and Andreas Ahlström and Jaana Tuominen as members of the Audit Committee.
In 2017, the Audit Committee convened four times. The attendance rate at the meetings was 92%. The participation of each individual member is presented in the table below.
| Name | Participation | |
|---|---|---|
| Hannu Kasurinen | Chair | 3/4 |
| Andreas Ahlström | 4/4 | |
| Jaana Tuominen | 4/4 |
The Personnel and Remuneration Committee prepares the remuneration and appointment matters concerning the Company's President & CEO and other senior management, as well as principles and procedures related to the remuneration of the Company's employees. The Committee prepares for the Board matters that fall under its areas of responsibilities, but it does not have independent decisionmaking powers unless the Board resolves otherwise on individual matters.
The Chair and members of the committee are elected annually at the Board's constitutive meeting. The majority of the members of the Personnel and Remuneration Committee must be independent of the Company. The President & CEO or a member of the Company's or Group's management may not be a member of the Personnel and Remuneration Committee.
From 1 January 2017 until the constitutive meeting of the Board of Directors held on 17 March 2017, the members of the Personnel and Remuneration Committee were Jorma Eloranta (Chair), Risto Anttonen and Laura Raitio. In its constitutive meeting held on 15 March 2017, the Board of Directors elected Jan Johansson as the Chair of the Personnel and Remuneration Committee and re-elected Risto Anttonen and Laura Raitio as members.
In 2017, the Personnel and Remuneration Committee convened five times. The attendance rate at the meetings was 93%. The participation of each individual member is presented in the table below.
| Name | Participation | |
|---|---|---|
| Jan Johansson | Chair as of 15 Mar 2017 |
4/5 |
| Jorma Eloranta | Chair until 15 Mar 2017 |
0/0 |
| Risto Anttonen | 5/5 | |
| Laura Raitio | 5/5 |
The President & CEO of Suominen is appointed by the Board of Directors. The President & CEO is responsible for day-to-day operations in accordance with the Companies Act and guidelines and instructions provided by the Board of Directors. The President & CEO is in charge of the day-to-day management of Suominen Group and is responsible for ensuring that the Company's accounting practices comply with the law and that its assets are reliably managed pursuant to the Companies Act. The President & CEO acts as the Chair of the Corporate Executive Team and the Corporate Leadership Team and as the immediate supervisor of the teams' members.
Ms. Nina Kopola, b. 1960, M.Sc. (Chemical Eng.), Technology Licentiate, acts as the President & CEO of Suominen. Nina Kopola held (directly and through corporations over which she exercises control in the Company and its group companies) on 31 December 2017 in total 85,172 Suominen shares.
The President & CEO is supported by the Corporate Executive Team and Corporate Leadership Team. In 2017 the Corporate Executive Team comprised, in addition to the President & CEO, the following executives:
Senior Vice President, Chief Financial Officer M.Sc. (Accounting) b. 1963 Shareholding*: 33,266 Suominen shares
Senior Vice President, Care B.Sc. (Business Administration/Marketing) b. 1964 Shareholding*: 10,000 Suominen shares
Senior Vice President, Operational Excellence (as of 1 April 2017) Senior Vice President, Operations Americas (until 1 April 2017) B.A. (Chemistry) b. 1957 Shareholding*: 6,348 Suominen shares
Senior Vice President, Chief Technology Officer (as of 27 March 2017) M.Sc. (Tech.) b. 1971 Shareholding*: 10,000 Suominen shares
Senior Vice President, Convenience BIE (Industrial Engineering), MBA (Marketing) b. 1969 Shareholding*: 12,000 Suominen shares
Senior Vice President, Global Operations (as of 1 April 2017) Senior Vice President, Operations EMEA (until 1 April 2017) ENSI Engineering b. 1964 Shareholding*: 21,525 Suominen shares
Senior Vice President, Human Resources M.Soc.Sc. b. 1966 Shareholding*: 29,345 Suominen shares
* Shares and share-based rights of each director and corporations over which he/she exercises control in the Company and its group companies on 31 December 2017.
In 2017, the Corporate Leadership Team comprised, in addition to the members of the Corporate Executive Team, the Vice President of R&D (until 1 April 2017), the Vice President of Investments & Technology, the CIO, the Vice President of Marketing & Product Management, the Vice President of Sourcing, and the Vice President of Corporate Communications & Investor Relations.
Control operations are embedded in the activities of Suominen's organization. Controlling is executed in connection with the steering of business processes, supported by comprehensive reporting.
Suominen's control environment is based on instructions, the business culture and the way of working adopted by the Company's managers and employees. The Group has established values or guiding principles, which encourage everyone at Suominen to adopt an active and ethical way of working both with various stakeholders and within the Group. In cascading the principles in the organization, honesty, transparency and working in teams are integral elements of establishing high ethical standards throughout the Company.
The foundation of the internal control process relating to activities is based on the Group's policies approved by the Board of Directors and other directives and instructions. The responsibility structure of the Group is based on authority inherent in the positions and work descriptions, segregation of duties and the "four-eyes" and "one-over" decision-making principles. Effective internal control requires that duties are properly allocated to employees and potential conflicts of interests are identified and eliminated. A satisfactory control environment is ensured through internal analyses and evaluations of key processes.
The Group Finance function supports the business units in analyzing their performance and profitability and in the decision-making concerning various business choices. Business Controllers at the unit level are responsible for ensuring that control procedures are in place and implemented in the units. It is the ICT function's task to ensure that the security checks of ICT systems throughout the Group companies are functioning and are conducted at a sufficient level.
Internal control activities are in place to, among other things, verify that the Company's financial reports provide a true and fair view of the Group's financial position. It is the duty of the Board of Directors and the President & CEO to organize the internal control activities. Each member of the Board of Directors receives a monthly report on the Group's financial position.
In practice, control activities are conducted in the meetings of the Board of Directors and the management groups, where the results of the activities are reviewed. Group Finance and the Company's controller network support and coordinate the financial management and control of the activities of the Group.
Internal control at Suominen has been decentralized across Group functions, who monitor compliance with the operating guidelines approved by the Board concerning their areas of responsibility. In addition to the Group-level guidance, control measures are also taken at the business unit and plant level. Control measures include both general and more detailed control procedures aimed at preventing, revealing and correcting errors and deviations.
In day-to-day business operations, several controls activities are exercised to prevent potential errors and deviations in financial reporting. Moreover, control activities are in place to help reveal and correct the identified errors. Suominen categorizes its control activities into three categories. Documented instructions help the organization to standardize the monitoring of tasks. Continuous and regular reporting conveying feedback on the performance of Group functions and entities ensures that instructions and defined processes are followed. In critical processes, specific authorizations are needed in the work flow, either for security or for verification needs.
The need for separate evaluations, as well as their scope and frequency, is defined by assessing risks and the effectiveness of ongoing monitoring procedures. Information security and related control activities play a key role when the features of ICT systems are being defined and applied.
The Group accounting manual, policies approved by the Board and other directives and instructions relating to financial reporting are updated and communicated on a regular basis by management to all affected employees and are also available in the intranet systems of Group companies. In addition, a standard reporting package is used by the units. Group management and business unit management conduct monthly reviews that include an analysis of performance metrics and indicators assisting management to better understand the underlying business performance.
Ongoing responsibility for follow-up rests with the business units' management and controller functions.
Regular inspections by quality auditors or customer audit personnel cover also the internal controls of supply chain processes.
The Group's Finance function monitors the operations and processes of the Group units and the accuracy of external and internal financial reporting.
Risk management is considered an integral part of running the business of Suominen, and the identification and assessment of risks is an essential element of internal control. The aim is to focus on the material risks that are significant from a business perspective. Risks are categorized into business risks caused by changes in the business environment and operational risks, caused by deficiencies in Suominen's processes.
Operational risks are considered to potentially have a material value in transactions with external parties. However, the Group's instructions, process check-ups, allocation of tasks and standards set up by total quality operating systems help to establish a prudent environment in which exposure to material risks can be mitigated.
Risks relating to financial reporting are evaluated and monitored by the Board, aiming to ensure that the financial reporting of the Group is reliable, supports decision-making and serves the needs of external stakeholders. The valuation of assets, liabilities and contingent liabilities based on various evaluation assumptions and criteria may constitute a risk.
Future estimates and assumptions on the reporting date involving a significant risk of causing material changes in the carrying amounts of assets and liabilities are continuously evaluated. Complex and evolving factors having an impact on business circumstances may add uncertainty to the assessment of the carrying amounts of assets. To avoid errors in stating the fair values of assets or liabilities, regular check-ups are made, e.g. by comparing material flows, values, and quantitative and qualitative data with the information in accounting. The risk of errors due to irregularities and discontinuities in information is reduced by using established and automated system-based audit trails.
Suominen does not have a separate internal auditing organization. The Company's auditor presents annually the external audit plan to the Audit Committee.
The Audit Committee considers annually is there a need to perform extended audit procedures. If the Audit Committee finds it necessary, it agrees separately with the Company's auditor of extended audit procedures. Findings related to extended audit procedures are reported to the Audit Committee, the President & CEO and the relevant management concerned.
Suominen complies with EU Regulation No. 596/2014 on market abuse ("MAR") and Nasdaq Helsinki Ltd's guidelines for insiders in force at any given time. In addition, the Board of Directors of the Company has confirmed specific insider guidelines for the Company to complement Nasdaq Helsinki Ltd's guidelines for insiders.
Based on the MAR Regulation, Suominen no longer maintains a public insider register. Instead, Suominen maintains a list of the Company's directors and persons closely associated with them. Persons on that list have an obligation to notify Suominen and the Finnish Financial Supervisory Authority of all transactions made with Suominen's financial instruments by them or on behalf of them. Suominen will disclose the notifications it has received as stock exchange releases as soon as possible.
At Suominen Corporation, the members of the Board of Directors and the President & CEO have been defined as subject to the requirement to report their transactions.
The information presented on the Management shareholdings page at www.suominen.fi has not been updated after 3 July 2016 due to the MAR regulation. Disclosed stock exchange releases on the transaction notifications of directors and persons closely associated with them can be viewed at www.suominen. fi (> Investors > Share and shareholdings > Management transactions).
Since the MAR regulation came into force, as of 3 July 2016, Suominen's defined directors are subject to comply with the so-called closed period. The closed
period applies prior to the disclosure of financial reports and lasts 30 calendar days, including the date of disclosure of a financial report. During the closed period, Suominen's defined directors may not trade with the share or another financial instrument of the Company. Core persons preparing financial reports, among others, are also subject to a similar 30-day closed period. The times of the closed periods are disclosed through a stock exchange release and in the event calendar available on the Company's website.
During a closed period, trading with Suominen's financial instruments by defined directors and core persons is possible only in certain very exceptional situations. An example of such an exceptional situation is a transaction conducted by a director or core person to participate in a share-saving scheme for Suominen employees which is a prerequisite of a director's or a core person's position. Any exceptions to the 30-day-long closed period requires the Company's approval of the transaction in question. The exception cannot be applied if a director or a core person has inside information.
Directors and core persons must, in addition to abiding by the closed period and other trade restrictions, time their trading so that it does not weaken the general trust in the securities market. Suominen recommends that directors and core persons make long-term investments in the Company's shares and other financial instruments. Further, it is also recommendable to time the trading to a point in time when the market has as complete knowledge of the factors affecting the value of the share or the financial instrument as possible.
The Insider Officer of Suominen is the Company's Chief Financial Officer. The Insider Officer is generally responsible for the administration of the Company's insider issues.
Without limiting the obligations arising from MAR, the Securities Marketing Act or Nasdaq's Insider Guidelines, the Company's insider administration assumes responsibility for the following:
closely associated persons, going through the notifications and forwarding them to the Financial Supervisory Authority (if the director/closely associated person has authorized the Company to do so) and publishing the related stock exchange release
The Annual General Meeting held on 15 March 2017 re-elected Ernst & Young Oy, Authorized Public Accountant firm, as auditor of the Company, with Kristina Sandin, Authorized Public Accountant, as the principal auditor.
The auditors and the Audit Committee of Suominen agree annually on an audit plan. In 2017, the fees paid to Ernst & Young for the statutory auditing of the Group companies totaled EUR 444 thousand. The fees paid to the auditing company and companies belonging to the same group for non-audit services such as tax, IFRS and other services, totaled EUR 55 thousand.
2017 marked the end of Suominen's 2015–2017 strategic period and beginning for the Changemaker strategy for years 2018–2021. The year was characterized by challenges but entailed certain successes as well.
2017 represented continuity in terms of remuneration. Suominen initiated in 2015 a share-based long-term incentive plan (LTI) for executives. The first earnings period of the plan covering years 2015–2017 came to an end. The earnings criteria in the long-term incentive plans are essential in creating sustainable competitiveness and performance. They take into account both Suominen's markets and its strategic development phase. Suominen operates in growing markets and applications and its strategy is geared to create growth. It is logical that growth is also a performance metric in the long-term incentive plan. Two other metrics – relative profitability measured by EBIT% and return on investment (ROI%) – are also key drivers in re-positioning Suominen as a high added value nonwovens company. The outcome of the incentive plan and its first earnings period mirrored Suominen's financial performance. The first incentives of the LTI 2015 plan will be paid in 2018. No payments were made in 2017.
In the shorter term, Suominen's annual incentive plans are based on the philosophy of "pay for performance". Suominen's global short-term incentive plan creates a strong link between organizational performance and individual rewarding. As in 2016, the global short-term incentive plan delivered no results for the approximately 120 participants. The outcome is fully aligned with the financial performance and emphasizes conformity to the above mentioned philosophy.
As the name and charter imply, the Personnel and Remuneration Committee focuses on preparing remuneration and appointment matters concerning the company's President & CEO and other members of senior management, as well as principles and procedures related to the remuneration of the company's employees. A pivotal and ongoing theme in the Personnel and Remuneration Committee's work is to ensure that Suominen has the plans, processes and means to secure talented people at present and in the future. Future orientation refers to contingency planning and short-term succession planning, but most of all to the next generation of management and talent creating the capabilities on a longer term.
Suominen will closely follow the development in remuneration reporting in Finland and on the European level as well as globally. We will adopt them as required and provide all relevant target audiences with timely, open and transparent information concerning Suominen's remuneration. This Chair's letter, continuing the practice we started in Annual Report 2015, represents a concrete step towards new reporting standards.
Jan Johansson
Chair of the Personnel and Remuneration Committee
Suominen Corporation ("Suominen" or "Company") complies with the Finnish Corporate Governance Code 2015 ("Code") issued by the Securities Market Association. This Remuneration Statement has been prepared in accordance with the guidance provided in the Reporting section of the Code. The Code is available on the Association's website at www.cgfinland.fi.
The Annual General Meeting determines the remuneration paid to the members of the Board of Directors in advance, for one year at a time. Shareholders' Nomination Board prepares independently a proposal on the remuneration of the Board of Directors for the Annual General Meeting.
The Board of Directors of Suominen determines the salary, bonuses and other benefits paid to the President & CEO and to other executives (members of the Corporate Executive Team and the Corporate Leadership Team, reporting directly to the President & CEO). The remuneration of the President & CEO and other executives consists of a fixed monthly salary and benefits, a performance-based bonus (short-term remuneration), and share-based incentive plans (long-term remuneration).
The Personnel and Remuneration Committee of the Board of Directors of Suominen prepares the remuneration and appointment matters concerning the Company's President & CEO and other executives, as well as principles and procedures related to the remuneration of the Company's employees. The Committee does not have independent decisionmaking power unless the Board resolves otherwise on individual matters.
Suominen strives to have a remuneration system that is systematic, structured and predictable with strong performance orientation. The consistency and competitiveness of the rewards are ensured through systematic internal and external comparisons that also take into consideration local market conditions. Suominen's remuneration system aims to ensure that a fixed proportion of the total reward is individually targeted and actively examined. The goal of an active remuneration system is to ensure that the Company's employer image in the eyes of both current and potential key employees is attractive. Clear indicators that reflect performance, as well as a focus on the achieved results, ensure that the reward is justified, goal-oriented and offers incentive. By selecting goals for the variable rewards, the aim is to steer management towards implementing Suominen's strategy and achieving the financial targets. Short- and long-term performance-based remuneration is used to reward good performance and to contribute both to the Company's financial success and to the favorable development of its shareholder value.
The remuneration of Suominen's Board of Directors is based on fixed annual remuneration and meeting fees.
Suominen's Annual General Meeting held on 15 March 2017 decided that the remuneration payable to the members of the Board remains unchanged, with the exception of the remuneration of the Chair of the Board which was increased by EUR 10,000. Consequently, the Chair of the Board of Directors was paid an annual fee of EUR 60,000, Deputy Chair of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. 60% of the annual remuneration was paid in cash and 40% in Suominen Corporation's shares.
Of the remuneration payable in shares as described above, the number of shares transferred was determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume-weighted average quotation of the share during one month period immediately following the
date on which the interim report of January–March 2017 of the Company was published. The shares were given out of the treasury shares held by the Company on 2 June 2017.
Further, the members of the Board of Directors are paid a fee for attending meetings. Each member of the Board will receive EUR 500 for each meeting attended in the home country of the respective member and EUR 1,000 for each meeting attended elsewhere than in the home country of the respective member. Compensation for expenses is paid in accordance with the Company's valid travel policy. The participation to the Board's Committees is not compensated separately.
Members of Suominen's Board of Directors do not have an employment relationship with the Company. They are not included in the Company's share-based incentive plans and they do not have any pension contracts with the Company.
Suominen Corporation shares that have been received as remuneration for the Board membership are not subject to restrictions or ownership obligations.
The remuneration of the President & CEO consists of a fixed monthly salary and benefits, performance-based bonus (short-term remuneration), and sharebased incentive plans (long-term remuneration).
The Board of Directors of Suominen decided on 4 December 2014 on two sharebased incentive plans for the Group management and Group key employees. The plan is divided in two; to Performance Share Plan and Matching Share Plan. The aim of the new plans is to combine the objectives of the shareholders and the persons participating in the plans in order to increase the value of the Company in the long-term, to bind the participants to the Company, and to offer them competitive reward plans based on earning and accumulating the Company's shares.
The Performance Share Plan includes currently three earnings) periods, calendar years 2015–2017, 2016–2018 and 2017– 2019. The Performance Share Plan is directed to approximately 20 people, including President & CEO. The Plan includes share price cap mechanism which cuts the reward if the limits set by the Board of Directors for the share price are reached.
The potential reward of the Plan from the performance period 2015–2017 is based on the Suominen Group´s net sales growth, earnings before interest and taxes margin (EBIT%) and return on invested capital (ROI%). The potential rewards to be paid on the basis of the performance period 2015–2017 correspond to the value of an approximate maximum total of 460,000 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 84,000 shares (both including also the proportion to be paid in cash).
The potential reward of the Plan from the performance period 2016–2018 is based on the Suominen Group´s net sales growth, earnings before interest and taxes margin (EBIT%) and return on invested capital (ROI%). The potential rewards to be paid on the basis of the performance period 2016–2018 correspond to the value of an approximate maximum total of 245,000 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 53,000 shares (both including also the proportion to be paid in cash).
The potential reward of the Plan from the performance period 2017–2019 will be based on the Suominen Group´s net sales growth, earnings before interest and taxes margin (EBIT%) and return on invested capital (ROI%). The rewards to be paid on the basis of the performance period 2017–2019 correspond to the value of an approximate maximum total of 480,000 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 80,000 shares (both including also the proportion to be paid in cash).
The fulfilment of the performance criteria of each earnings period is monitored annually and the potential rewards from the earnings periods 2015–2017, 2016–2018 and 2017–2019 will be paid in 2018, 2019, and 2020, respectively. The potential rewards will be paid partly in the Company's shares and partly in cash. The cash proportion of the reward is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service ends before the reward payment.
The President & CEO of the Company must hold 50% of the net number of shares given on the basis of the Plan, as long as her shareholding in total corresponds to the value of her annual gross salary. Such number of shares must be held as long as her service in a group Company continues.
The Matching Share Plan includes one three-year vesting period, calendar years 2015–2017. The prerequisite for receiving reward on the basis of this plan is that a person participating in the plan owns or acquires the Company's shares up to the
number determined by the Board of Directors. Furthermore, receiving of reward is tied to the continuance of participant's employment or service upon reward payment.
The members of the Corporate Executive Team and the Corporate Leadership Team belong to the target group of the Matching Share Plan. The rewards to be paid on the basis of the Matching Share Plan correspond to the value of an approximate maximum total of 127,478 Suominen Corporation shares, of which the maximum portion of the President & CEO would be the value of 20,000 shares (both including also the proportion to be paid in cash).
In order to implement the Matching Share Plan, a share issue against payment was directed to the target group in the year-turn of 2014–2015. A maximum total of 110,000 new shares in the Company were offered in the share issue for subscription. The share subscription price for the new shares was EUR 3.35 per share, which equals with the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 1–30 November 2014 and with the fair value approved by the Finnish tax authorities. In total 101,477 new Suominen shares were subscribed.
The terms and conditions of the sharebased incentive plans were technically revised due to the reverse share split decided by the Annual General Meeting on 16 March 2016 and implemented on 21 March 2016. Moreover, also the figures concerning the value or amount of shares in this Statement have been revised to match with the number of shares and the share price after the reverse split.
On 11 December 2017, the Board of Directors of Suominen approved a new share-based incentive plan for the Group management and Group key employees. The aim of the new plan is to combine the objectives of the shareholders and the persons participating in the plan in order to increase the value of the Company in the long-term, to bind the participants to the Company, and to offer them competitive reward plans based on earning and accumulating the Company´s shares.
The new Performance Share Plan includes a three-year performance period, calendar years 2018–2020. The Performance Share Plan is directed to approximately 20 people, including President & CEO. The Plan includes share price cap mechanism which cuts the reward if the limits set by the Board of Directors for the share price are reached.
The potential reward of the Plan from the performance period 2018–2020 is based on the Relative Total Shareholder Return (TSR) and Earnings before Interest and Taxes margin (EBIT%). The potential rewards to be paid on the basis of the performance period 2018–2020 correspond to the value of an approximate maximum total of 502,000 Suominen shares, of which the maximum portion of the President & CEO would be the value of 88,000 shares (both including also the proportion to be paid in cash).
The potential rewards from the performance periods 2018–2020 will be paid partly in the Company's shares and partly in cash in 2021. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service ends before the reward payment.
The President & CEO of the Company must hold 50% of the net number of shares given on the basis of the plan, as long as her shareholding in total corresponds to the value of his or her annual gross salary. Such number of shares must be held as long as her employment or service in a group Company continues.
Suominen applies an annual bonus scheme based on the principles approved by the Board of Directors in advance for one year at a time.
For the financial year of 2017, President & CEO's, potential reward from the period was based on Suominen Group's profit before taxes and may not exceed 60% of the annual salary. For the financial year of 2018, the potential reward is based on net sales growth, return on invested capital and certain personal targets.
According to the written contract made with the President & CEO, the period of notice is six months should either the Company or the President & CEO terminate the contract. Should the Company terminate the President & CEO's contract, severance pay corresponding to 12 months' salary shall be paid. The President & CEO has no specific contract related to the termination of her contract due to a public tender offer.
In addition to the statutory pension arrangements, Suominen's President & CEO has a supplementary pension arrangement granting benefits for old-age, disability and survivor's pension at the age of 63. The supplementary pension is a defined-contribution pension scheme and corresponds to 11.5% of the President & CEO's annual salary (as defined in the
Finnish Employees Pensions Act) for the year in question. The supplementary pension premium is based on the calculated annual earnings (fixed monthly salary plus estimated bonus). Any possible difference between the actual and calculated payment is taken into account in the following year's payments.
The remuneration of the other executives (Corporate Executive Team and Corporate Leadership Team) consists of a fixed monthly salary and benefits, a performance-based bonus (short-term remuneration), and of a share-based incentive plans (long-term remuneration). The remuneration system described above concerning the President & CEO is applied also to the members of Corporate Executive Team and Corporate Leadership Team, with the following exceptions:
the annual salary and for Corporate Leadership Team members 40 % of the annual salary. In 2017 the performance-based bonus was based on the EBITDA (with actualization ranging from 0 to 100%) and personal performance (with actualization ranging from 0 to 100%). The payable bonus is calculated by multiplying the actualization of the personal performance by the actualization of the EBITDA.
• The other executives are not covered by any special supplementary pension schemes. Pension arrangements in countries without statutory pensions are arranged through Suominen's normal supplementary pension programs.
Remuneration of the Board of Directors
In financial year 2017, the salaries and benefits paid to the President & CEO totaled EUR 380,638 including a bonus of EUR 49,586. Additionally, the President & CEO has a health insurance, of which the costs for the Company were EUR 555 in 2017. Supplementary pension payments for the President & CEO were in total EUR 38,497. In financial year 2017, the President & CEO received no Suominen shares, stock options or other sharebased rights as remuneration.
The salaries and benefits paid to the other members of the Corporate Executive Team totaled EUR 1,394,124 including bonuses of EUR 31,960. In financial year 2017, the members of the Corporate Executive Team received no Suominen shares, stock options or other sharebased rights as remuneration.
| in financial year 2017 | Annual remuneration paid in cash, EUR |
Value of the annual remuneration paid in shares, EUR |
Annual remuneration paid in shares, nr of shares |
Meeting fees, EUR |
Total, EUR |
|
|---|---|---|---|---|---|---|
| Jan Johansson | Chair as of 15 Mar 2017 | 36,000 | 24,001 | 4,814 | - | 60,001 |
| Jorma Eloranta | Chair until 15 Mar 2017 | - | - | - | 5,500 | 5,500 |
| Risto Anttonen | Deputy Chair | 22,500 | 15,002 | 3,009 | 5,500 | 43,002 |
| Andreas Ahlström | Member | 16,800 | 11,198 | 2,246 | 5,500 | 33,498 |
| Hannu Kasurinen | Member | 16,800 | 11,198 | 2,246 | 5,500 | 33,498 |
| Laura Raitio | Member | 16,800 | 11,198 | 2,246 | 5,500 | 33,498 |
| Jaana Tuominen | Member | 16,800 | 11,198 | 2,246 | 5,500 | 33,498 |
Remuneration of the members of the Board of Directors, including the value of the remuneration paid in Suominen shares, totaled EUR 242,495 in financial year 2017.
b. 1954 Master of Laws
Member of the Board since 2017, Chair of the Board since 2017
Independent member Shareholding*: 4,814 Suominen shares
b. 1949 M.Sc. (Econ)
Member of the Board since 2011, Deputy Chair of the Board of Directors since 2012
Independent member Shareholding*: 31,839 Suominen shares
b. 1976
M. Sc. (Econ. and Business Adm.)
Investment Director, Ahlström Capital Oy Member of the Board since 2015 Non-independent member
Shareholding*: 7,606 Suominen shares
b. 1963 M.Sc. (Econ.) Senior Vice President, Head of Carton Board Business Unit, Stora Enso Corporation
Member of the Board since 2012 Independent member
Shareholding*: 21,456 Suominen shares
Laura Raitio
b. 1962 Licentiate of Technology (Forest Products Technology)
Member of the Board since 2015
Independent member Shareholding*: 7,606 Suominen shares
b. 1960
M.Sc. (Chem. Eng.)
President and CEO, Fiskars Corporation
Member of the Board since 2014
Independent member
Shareholding*: 11,552 Suominen shares
More detailed, up-to-date information on the principal working experience and positions of trust of the members of the Board is available at www.suominen.fi. Information on the Board's remuneration is included in Suominen's Remuneration Statement. *Shareholding refers to shares and share-based rights of each director and the corporations over which he/she exercises control in the company and its group companies on 31 December 2017
President & CEO b. 1960 M.Sc. (Chem. Eng.), Technology Licentiate Joined Suominen in 2011
Shareholding*: 85,172 Suominen shares
Senior Vice President, Chief Financial Officer
b. 1963 M.Sc. (Accounting)
Joined Suominen in 2012
Shareholding*: 33,266 Suominen shares
Lynda A. Kelly
Senior Vice President, Care
b. 1964
B.Sc. (Business Administration/Marketing) Joined Suominen in 2014 Shareholding*: 10,000 Suominen shares
Senior Vice President, Operational Excellence
b. 1957
B.A. (Chemistry)
Joined Suominen in 2011
Shareholding*: 6,348 Suominen shares
Senior Vice President and Chief Technology Officer
b. 1971 M.Sc. (Tech.) Joined Suominen in 2017
Shareholding*: 10,000 Suominen shares
Ernesto Levy
Senior Vice President, Convenience
b. 1969
BIE (Industrial Engineering), MBA (Marketing)
Joined Suominen in 2015 Shareholding*: 12,000
Suominen shares
Mimoun Saïm
Senior Vice President, Operations
b. 1964 ENSI Engineering
Joined Suominen in 2011 Shareholding*: 21,525 Suominen shares
Senior Vice President, Human Resources
b. 1966
M.Soc.Sc
Joined Suominen in 2012
Shareholding*: 29,345 Suominen shares
More detailed, up-to-date information on the principal working experience and positions of trust of the members of Suominen's Corporate Executive Team is available at suominen.fi. Information on their remuneration is included in the Suominen's Remuneration Statement.
*Shareholding refers to the shares and share-based rights of each executive and corporations over which he/she exercises control in the company and its group companies on 31 December 2017.
This section includes the Report by the Board of Directors, consolidated and parent company financial statements, Auditor's report, Proposal by the Board of Directors for return of capital and information on key figures.
| Report by the Board of Directors 54 |
|
|---|---|
| Financial statements 65 |
|
| Consolidated financial statements (IFRS) 65 |
|
| Consolidated statement of financial position 65 | |
| Consolidated statement of profit or loss 66 | |
| Consolidated statement of other comprehensive income 67 | |
| Consolidated statement of changes in equity 68 | |
| Consolidated statement of cash flows 69 | |
| Notes to the consolidated financial statements 70 |
|
| 1. Significant accounting policies | |
| - consolidated financial statements 70 | |
| 2. Critical accounting estimates and judgements | 74 |
| 3. Financial risk management | 74 |
| 4. Management of capital 79 | |
| 5. Goodwill 80 | |
| 6. Intangible assets 80 | |
| 7. Property, plant and equipment 82 | |
| 8. Group companies 84 | |
| 9. Inventories 85 | |
| 10. Available-for-sale assets 85 | |
| 11. Receivables 86 | |
| 12. Financial assets 87 | |
| 13. Fair value hierachy 89 | |
| 14. Other comprehensive income 90 | |
| 15. Information on Suominen share 91 | |
| 16. Hybrid bond 94 | |
| 17. Interest-bearing liabilities 95 | |
| 18. Classification of financial liabilities 98 | |
| 19. Derivative instruments 99 | |
| 20. Defined benefit plans 101 |
| 21. Trade payables and other liabilities 102 | |
|---|---|
| 22. Entity-wide disclosures 102 | |
| 23. Other operating income and expenses 102 | |
| 24. Fees paid to auditors 103 | |
| 25. Employee benefits 103 | |
| 26. Depreciation and amortization 104 | |
| 27. Financial income and expenses 105 | |
| 28. Income taxes 106 | |
| 29. Share-based payments 109 | |
| 30. Earnings per share 112 | |
| 31. Adjustments to statement of cash flows 113 | |
| 32. Related parties 113 | |
| 33. Contingent liabilities 115 | |
| Key ratios per share 116 |
|
| Calculation of key ratios per share 117 | |
| Parent company financial statements (FAS) 120 |
|
| Income statement 120 | |
| Balance sheet 121 | |
| Cash flow statement 122 | |
| Notes 123 | |
| Proposal by the Board of Directors for return of capital 130 |
|
| Auditor's report 131 |
|
| Key ratios 134 |
|
| Calculation of key ratios 135 | |
| Information for shareholders 140 |
|
In 2017, Suominen's net sales grew from the previous year by 2% to EUR 426.0 million (416.9) mainly thanks to improved sales volumes. Operating profit declined to EUR 15.0 million (25.6) due to the impacts of the costs related to the growth investments, unfavorable development of product mix and lower gross profit. There were no items affecting comparability of the operating profit during the reporting period. Profit before income taxes was EUR 12.4 million (22.4) and profit for the period EUR 14.5 million (15.2), thanks to the significant positive impact of the US tax reform on Suominen. The cash flow from operations remained healthy and amounted to EUR 22.2 million (28.5).
Earnings per share were EUR 0.27 (0.29) and cash flow from operations per share was EUR 0.39 (0.56).
Suominen's Board of Directors revised Suominen's mediumterm financial targets in connection with the launch of the company's new Changemaker strategy. During the five-year strategic period ending in 2021, Suominen aims to
In 2017, the targeted pace in net sales growth was not achieved and the return on investment, 6.6%, remained below the target level. The gearing was within the target range, at 59.8%.
The significant positive impact of the US tax reform, enacted in December 2017, turned Suominen's income taxes to positive and raised the company's profit for the period close to last year's level. On 28 December, the company announced its preliminary assessment on the impact of the tax reform and anticipated that the revaluation of Suominen's net deferred tax liabilities in the US will improve the profit for the period by approximately EUR 4 million. On top of that, the further analysis on the other impacts of the tax reform revealed that Suominen benefits also significantly from the revaluation of the deferred tax liabilities related to the accelerated tax depreciations of new investments. The total impact of the changes in US taxation in 2017 was EUR +8.3 million. In the future, the decrease of the federal corporate income tax rate from 35% to 21% in the USA will have a beneficial effect on Suominen's profit. Approximately half of Suominen's net sales is generated in the USA.
The new wetlaid production line at the Bethune plant in South Carolina, USA was started up in the second quarter of 2017. The start up of the line was delayed by one quarter and Suominen also faced certain technical challenges in the ramp up phase, slowing down the process. The total negative impact of the costs of the growth investments on Suominen's profitability was nearly EUR 5 million in 2017. The new line is expected to contribute positively to Suominen's gross profit as of the first quarter of 2018.
The new production line is unique in the industry, since it is partially tailored based on Suominen's own technological knowhow. Once in full speed, it will add Suominen's manufacturing capacity significantly, and will focus fully on meeting the growing demand of nonwovens with high added value. Therefore, the investment creates conditions to the future transformation of Suominen's product portfolio and, ultimately, to the improvement of both net sales and profitability.
Originally, the total value of the Bethune investment was estimated to be close to EUR 50 million. This estimate was exceeded.
Suominen's Board of Directors updated the company's dividend policy in April 2017, in connection with the launch of the new strategy and financial targets. Suominen's policy is to distribute at least 30% of its profit for the period in annual dividends. In assessing its proposal for the payment of dividends, the company's Board of Directors will also consider Suominen's future investment needs and the solidity of its financial position.
Suominen's Board of Directors proposes to the Annual General Meeting a EUR 0.11 per share return of capital from the financial year 2017. On 30 January 2018 the company had 57,382,939 issued shares, excluding treasury shares. With this number of shares, the total amount of return of capital would be EUR 6,312,123.29.
In 2017, Suominen's net sales increased by 2% from the comparison period to EUR 426.0 (416.9) million, mainly thanks to improved sales volumes. The weakening of the USD compared to euro, Suominen's reporting currency, decreased the net sales of 2017 by approximately EUR 4.8 million.
Suominen has two business areas, Convenience and Care. Convenience business area supplies nonwovens as roll goods for household, personal care, workplace and baby wiping products. Care business area manufactures nonwovens for hygiene products and medical applications.
Net sales of the Convenience business area were EUR 388.6 (380.5) million and net sales of the Care business area EUR 37.5 (36.3) million. The main application areas for nonwoven materials supplied by Suominen were baby wipes (accounting for 41% of the sales), personal care wipes (21%), household wipes (19%), wipes for workplace use (9%), and hygiene and medical products (9%). The shares of nonwovens for baby wipes, home care wipes and hygiene and medical products increased in the product portfolio. All wiping products belong to the Convenience business area and all medical and hygiene products belong to the Care business area. Due to the reclassification of a customer between applications, the figures for the comparison period have been restated.
Operating profit decreased by 42% and amounted to EUR 15.0 million (25.6). The costs related to the growth investments, unfavorable development of product mix and lower gross profit affected the operating profit. The weakening of the US dollar compared to euro, Suominen's reporting currency, decreased the operating profit by EUR 0.3 million. There were no items affecting comparability in 2017 or 2016.
In 2017, profit before income taxes was EUR 12.4 (22.4) million. Income taxes were positive by EUR 2.0 million, which increased the profit for the period to EUR 14.5 (15.2) million.
The impact of the revaluation of the net deferred tax liabilities in the USA with the lower tax rate, due to the US tax reform, was exceptionally large. It had no cash flow impact. In addition to the revaluation of the net deferred tax liabilities, Suominen was able to benefit from the opportunity to utilize accelerated tax depreciations of new investments in the USA. Utilizing accelerated tax depreciations postpones the payment of income taxes to subsequent years. The total positive impact of the changes in US taxation in 2017 was EUR +8.3 million, which turned Suominen's income taxes positive.
| EUR thousand | 2017 | 2016 | 2015 |
|---|---|---|---|
| Net sales | 425,996 | 416,862 | 444,042 |
| Operating profit | 15,000 | 25,622 | 31,778 |
| Comparable operating profit | 15,000 | 25,622 | 31,249 |
The Group's net interest-bearing liabilities, calculated with the nominal value of the interest-bearing liabilities at the end of the review period, 31 December 2017, amounted to EUR 81.4 million (56.6). Gearing was 59.8% (39.6%) and equity ratio 41.8% (45.3%).
In 2017, net financial expenses were EUR -2.6 million (-3.2), or 0.6% (0.8%) of net sales. In 2017, net financial expenses were decreased by EUR 2.2 million (1.3) due to the capitalization of borrowing costs in fixed assets as required by IAS 23 Borrowing costs standard. Net foreign exchange losses in financial items were EUR -0.6 million (-0.2).
Cash flow from operations was EUR 22.2 million (28.5). Cash flow from operations per share in 2017 was EUR 0.39 (0.56). The financial items in the cash flow from operations, in total EUR -5.6 million (-3.9), were principally impacted by the interests paid during the reporting period as well as transactions cost related to the refinancing. In total EUR 8.0 million was tied up in working capital (2016: tied up 6.3). Cash flow from financing improved due to repayments of loan receivables (EUR 1.6 million) granted in connection with the divestment of the Flexibles business area in July 2014. Cash flow from financing decreased by EUR 5.2 million due to the tender and transaction costs from the partial repurchase of the bond issued in 2014 and the costs of the issuance of the new bond.
Suominen renewed its financing in 2017. On September 25, Suominen announced it will issue a new bond and on 6 October the company disclosed its new syndicated EUR 100 million revolving credit facility.
Suominen's new senior unsecured bond of EUR 85 million will mature on 3 October 2022, carries a fixed annual interest at the rate of 2.50% and had an issue price of 100.00%. The bond was subscribed by total of 75 investors. Based on the application made by Suominen, the bond was admitted to trading on Nasdaq Helsinki Ltd on 10 October 2017. The proceeds from the bond offering were partially used for the partial repurchase (totaling EUR 59.3 million) of Suominen Corporation's previous unsecured EUR 75 million 4.375% fixed-rate notes due in 2019 (ISIN: FI4000108576). The remaining proceeds may be used for general corporate purposes. Nordea Bank AB (publ) and Svenska Handelsbanken AB (publ) acted as Joint Lead Managers for the issue of the new bond.
In connection with issuing the bond, Suominen entered into a syndicated credit facility agreement consisting of a singlecurrency revolving credit facility of EUR 100 million with a maturity of four years. The lenders for the facility are Nordea Bank AB (publ) and Svenska Handelsbanken AB (publ). The new bank facility includes leverage ratio and gearing as financial covenants.
The new credit facility replaced the syndicated credit facilities agreement of Suominen from 2014 totaling EUR 55 million with Nordea Bank AB (publ), Finnish Branch (former Nordea Bank Finland plc) and OP Corporate Bank plc (former Pohjola Bank plc) as the lenders.
In 2017, the gross capital expenditure totaled EUR 37.2 million (53.3). Gross investments were mainly related to the investment in a new wetlaid production line at the Bethune plant in SC, USA. In addition, Suominen runs currently a group-wide renewal of ICT systems. The first implementation of the ICT renewal program was conducted successfully at the Alicante plant in Spain in April without major issues. The other investments were mainly for maintenance.
Depreciation and amortization for the review period amounted to EUR -19.3 million (-18.5).
| EUR thousand | 2017 | 2016 | 2015 | |
|---|---|---|---|---|
| Gross capital expenditure | 37,210 | 53,320 | 23,660 | |
| % of net sales | 8.7 | 12.8 | 5.7 | |
| Depreciation and amortization | -19,349 | -18,520 | -17,975 | |
| Impairment losses and reversals of impairment losses, net |
− | − | 291 | |
| Key ratios | 2017 | 2016 | 2015 | |
| Return on equity (ROE), % | 10.6 | 11.6 | 14.4 | |
| Return on invested capital (ROI), % | 6.6 | 11.6 | 15.9 | |
| Equity ratio, % | 41.8 | 45.3 | 43.2 | |
| Interest-bearing net debt, EUR million(* |
81.4 | 56.6 | 32.5 | |
| Capital employed, EUR million | 246.6 | 237.3 | 222.6 |
Gearing, % 59.8 39.6 25.9
(*At nominal value
| Key ratios per share | 2017 | 2016 | 2015 |
|---|---|---|---|
| Earnings per share, EUR, total, basic (* | 0.27 | 0.29 | 0.32 |
| Earnings per share, EUR, total, diluted (* | 0.25 | 0.26 | 0.29 |
| Cash flow from operations per share, EUR (* | 0.39 | 0.56 | 0.54 |
| Equity per share, EUR (* | 2.37 | 2.81 | 2.50 |
| Price per earnings per share (P/E) ratio | 16.5 | 14.1 | 19.4 |
| Dividend or return of capital per share, EUR (** | 0.11 | 0.11 | 0.10 |
| Dividend payout ratio / payout ratio for return of capital, % | 41.0 | 37.6 | 31.3 |
| Dividend yield, % | 2.49 | 2.66 | 1.31 |
* Figures for 2015 have been adjusted with the effect of the reverse share split.
** 2017 the proposal of the Board of Directors to Annual General Meeting for return of capital.
Key ratios per share are share issue adjusted. Definition for key ratios per share is presented in the consolidated financial statements.
In 2017, Suominen reorganized its research and development function. The former R&D function was merged with Technology & Investments function into a new function named Technology. Mr. Markku Koivisto was appointed to the new position of Senior Vice President, Chief Technology Officer to lead the new Technology function.
The Technology function had 21 (20) employees at the end of the year. Research and development expenses amounted to EUR 4.7 million (4.3), corresponding to 1.1% (1.0%) of net sales.
Suominen's vision is to change the way people think about nonwovens. In addition, one of the three cornerstones of the company's strategy is to be able to create nonwovens others cannot. These aspirations drive the company to focus on research and development in order to be able to offer its customers materials and solutions that have unique or superior functionalities. The strategic target for Suominen is to increase the share of products with higher added value in its portfolio.
Suominen Corporation owns all business-related patents and related technologies, know-how, processes, recipes and all other solutions developed by Suominen Corporation. The company is targeting to have extensive industrial rights to the nonwoven-based solutions and technologies thereto as well as test and pilot equipment needed. This way it can offer best possible support to the group companies to satisfy the current and future customer needs.
Suominen employed during 2017 in average 670 persons (646), and 663 (650) persons at the end of 2017. The new employees were hired primarily to Operations, Sales and Marketing functions.
| EUR thousand | Q1 2017 | Q2 2017 | Q3 2017 | Q4 2017 | 2017 |
|---|---|---|---|---|---|
| Net sales | 112,920 | 112,002 | 102,380 | 98,694 | 425,996 |
| Comparable operating profit | 6,258 | 4,391 | 4,618 | -267 | 15,000 |
| % of net sales | 5.5 | 3.9 | 4.5 | -0.3 | 3.5 |
| Items affecting comparability | − | − | − | − | − |
| Operating profit | 6,258 | 4,391 | 4,618 | -267 | 15,000 |
| % of net sales | 5.5 | 3.9 | 4.5 | -0.3 | 3.5 |
| Net financial expenses | -157 | -285 | -1,139 | -988 | -2,570 |
| Profit before income taxes | 6,102 | 4,105 | 3,478 | -1,256 | 12,430 |
| % of net sales | 5.4 | 3.7 | 3.4 | -1.3 | 2.9 |
| 2017 | 2016 | 2015 | |
|---|---|---|---|
| Average number of personnel | 670 | 646 | 614 |
| Wages and salaries, EUR thousand |
35,577 | 32,482 | 33,910 |
Suominen's goal is to reduce the environmental load caused by its operations and to minimize the environmental impacts of its products throughout their life cycle. In addition to continuously improving and enhancing its operations, Suominen's environmental efforts are guided by the principles of reusing and recycling materials. Suominen is committed to taking into consideration the environmental impacts of its operations in accordance with the principles of sustainable development of the International Chamber of Commerce (ICC).
Suominen complies with the local legislation and official guidelines wherever it operates. Separate environmental permits are required for operations in some of the Group's units. Of Suominen's eight production units, seven plants – Alicante, Bethune, Cressa, Green Bay, Mozzate, Nakkila and Windsor Locks – operate an ISO 14001 environmental management system.
The environmental impacts of Suominen's operations primarily stem from the raw materials, energy and water used in production and from the waste generated during the production process. Environmental requirements are incorporated into product and process development projects from the very beginning, with the aim of using raw materials, energy, water and other resources, such as packaging materials and transport services, as efficiently as possible. The Group focuses on systematically lowering its waste volumes and making its use of energy and water more efficient. Currently, Suominen's product range includes certified products made of renewable raw materials. In addition, the company is constantly developing its product offering, taking into account not only the environmental performance but also the social aspects.
The materials used in the manufacture of products mainly consist of viscose, pulp, polypropylene and polyester. There is the risk that production plants might release hazardous substances into the environment. Suominen strives to control environmental risks by means of the quality and environmental systems used in production operations.
In 2017, Suominen's production plants used a total of 139,514 tons of raw materials (136,387 in 2016), 1,738,424 gigajoules (1,663,509) of energy and 5 327 657 m³ (5,202,914 m³) of water. Landfill waste generated at the production plants amounted to 2,256 tons (1,400 tons).
The environmental performance of Suominen is presented more extensively in the Non-financial report included in the company's Annual Report 2017.
The environmental expenditure of the Group was EUR 2.2 million (2.2). No material environment-related investments were made.
The number of Suominen's registered shares was 58,259,219 on 31 December 2017, equaling to a share capital of EUR 11,860,056.00. Suominen has one series of shares. Each share carries one vote in the Shareholders' Meeting and right to an equally-sized dividend. Suominen's shares are affiliated in a book-entry system.
The number of shares increased in 2017 in total by 6,593,577 shares due to the share conversions of the hybrid bond notes and accrued interests. The conversion of the hybrid bond to shares has been recorded into the reserve for invested unrestricted equity.
At the end of review period, on 31 December 2017, Suominen Corporation held 876,280 treasury shares. In accordance with the resolution by the Annual General Meeting, in total 16,807 shares were transferred on 2 June 2017 to the members of the Board of Directors as their remuneration payable in shares.
The number of Suominen Corporation shares (SUY1V) traded on Nasdaq Helsinki from 1 January to 31 December 2017 was 5,405,584 shares, accounting for 10.4% of the average number of shares (excluding treasury shares). The highest price was EUR 5.22, the lowest EUR 3.86 and the volume-weighted average price EUR 4.53. The closing price at the beginning of the review period, on 2 January 2017, was EUR 4.25 and the closing price at the end of review period, on 29 December 2017, was EUR 4.42.
The market capitalization (excluding treasury shares) was EUR 253.6 million on 31 December 2017.
The Annual General Meeting (AGM) held on 15 March 2017 authorized the Board of Directors to repurchase a maximum of 400,000 of the company's own shares. The shares shall be repurchased to be used in company's share-based incentive programs, in order to disburse the remuneration of the members of the Board of Directors, for use as consideration in acquisitions related to the company's business, or to be held by the company, to be conveyed by other means or to be cancelled. The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using
the non-restricted equity through trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition. The repurchase authorization is valid until 30 June 2018.
The AGM held on 16 March 2016 authorized the Board of Directors to decide on issuing new shares and/or conveying the company's own shares held by the company and/or granting special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. New shares may be issued and/or company's own shares held by the company or its group company may be conveyed at the maximum amount of 5,000,000 shares in aggregate. The maximum number of new shares that may be subscribed and own shares held by the company that may be conveyed by virtue of the options and other special rights granted by the company is 5,000,000 shares in total which number is included in the maximum number stated earlier. The authorization is valid until 30 June 2019.
Suominen's Annual General Meeting held on 15 March 2017 decided that the remuneration payable to the members of the Board remains unchanged, with the exception of the remuneration of the Chair of the Board which will be increased by EUR 10,000. The Chair of the Board of Directors will be paid an annual fee of EUR 60,000, Deputy Chair of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. Further, the members of the Board will receive a fee of EUR 500 for each meeting held in the home country of the respective member and a fee of EUR 1,000 per each meeting held elsewhere than in home country of the respective member. 60% of the annual remuneration is paid in cash and 40% in Suominen Corporation's shares. Compensation for expenses is paid in accordance with the company's valid travel policy.
Of the remuneration payable in shares as described above, the number of shares transferred was determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, and calculated as the trade volume-weighted average quotation of the share during the one month period immediately following the date on which the interim report of January–March 2017 of the company was published. Shares (in total 16,807 shares) were given out of the treasury shares held by the company by the decision of the Board of Directors on 2 June 2017. Since the decision taken by the Board of Directors was essentially an execution of a detailed resolution taken by the AGM, the Board did not exercise independent discretion when it decided on the transfer of the shares. The transferred shares are of the same class as the company's other shares.
In 2017, Suominen had a share-based incentive plan for the Group management and Group key employees, which is divided into Performance Share Plan and Matching Share Plan.
The Performance Share Plan includes three vesting periods, calendar years 2015–2017, 2016–2018 and 2017–2019. The Board of Directors will decide separately on new earnings periods. In addition, the Board of Directors will decide on the Plan's performance criteria and required performance levels for each criterion at the beginning of a vesting period. The Performance Share Plan is directed to approximately 15–20 people. The Board of Directors is entitled to reduce the rewards agreed in the Performance Share Plan if the limits set by the Board of Directors for the share price are reached.
The potential reward of the Plan from the period 2015–2017 will be based on the Suominen Group's net sales growth, earnings before interest and taxes (EBIT%) and return on invested capital (ROI%). The rewards to be paid on the basis of the performance period 2015–2017 correspond to the value of an approximate maximum total of 460,000 Suominen Corporation shares (including also the proportion to be paid in cash).
The potential reward of the Plan from the period 2016–2018 will be based on the Suominen Group´s net sales growth, earnings before interest and taxes (EBIT%) and return on invested capital (ROI%). The rewards to be paid on the basis of the performance period 2016–2018 correspond to the value of an approximate maximum total of 245,000 Suominen Corporation shares (including also the proportion to be paid in cash).
The potential reward of the Plan from the period 2017–2019 will be based on the Suominen Group´s net sales growth, earnings before interest and taxes (EBIT%) and return on invested capital (ROI %). The rewards to be paid on the basis of the performance period 2017–2019 correspond to the value of an approximate maximum total of 480,000 Suominen Corporation shares (including also the proportion to be paid in cash).
The potential rewards from the earnings periods 2015–2017, 2016–2018 and 2017–2019 will be paid partly in the company's shares and partly in cash in 2018, 2019 and 2020, respectively. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid if a participant´s employment or service ends before the reward payment.
The President & CEO of the company must hold 50% of the net number of shares given on the basis of the Plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. A member of the Corporate Executive Team must hold 50% of the net number of shares given on the basis of the Plan, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. Such number of shares must be held as long as the participant's employment or service in a group company continues.
The Matching Share Plan includes one three-year vesting period, calendar years 2015–2017. The prerequisite for receiving reward on the basis of this plan is that a person participating in the plan owns or acquires the company's shares up to the number determined by the Board of Directors. Furthermore, receiving of reward is tied to the continuance of participant´s employment or service upon reward payment.
The members of the Corporate Executive Team and the Corporate Leadership Team belong to the target group of the Matching Share Plan. The rewards to be paid on the basis of the
Matching Share Plan correspond to the value of an approximate maximum total of 127,478 Suominen Corporation shares (including also the proportion to be paid in cash).
The terms and conditions of the share-based incentive plans were technically revised due to the reverse share split implemented on 21 March 2016.
On 11 December 2017, the Board of Directors of Suominen approved a new share-based incentive plan for the Group management and Group key employees. The aim of the new plan is to combine the objectives of the shareholders and the persons participating in the plan in order to increase the value of the company in the long-term, to bind the participants to the company, and to offer them competitive reward plans based on earning and accumulating the company´s shares.
The new Performance Share Plan includes a three-year performance period, calendar years 2018–2020. The Performance Share Plan is directed to approximately 20 people, including President & CEO. The Plan includes share price cap mechanism which cuts the reward if the limits set by the Board of Directors for the share price are reached.
The potential reward of the Plan from the performance period 2018–2020 is based on the Relative Total Shareholder Return (TSR) and Earnings before Interest and Taxes margin (EBIT%). The potential rewards to be paid on the basis of the performance period 2018–2020 correspond to the value of an approximate maximum total of 502,000 Suominen shares (including also the proportion to be paid in cash).
The potential rewards from the performance periods 2018–2020 will be paid partly in the company's shares and partly in cash in 2021. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service ends before the reward payment.
A member of the Corporate Executive Team must hold 50% of the net number of shares given on the basis of the Plan, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. The President & CEO of the company must hold 50% of the net number of shares given on the basis of the plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of shares must be held as long as the participant's employment or service in a group company continues.
In February 2014, Suominen Corporation issued a EUR 17.5 million convertible hybrid bond. In accordance with the terms and conditions of the bond, the bondholders have a right to convert the bond notes and the accrued interest related to the notes into Suominen shares. The conversion period started on 11 February 2014 and will end on 10 February 2018. Conversion rate of the bond was EUR 2.50 per share.
In 2017, bond notes and the accrued interest related to the notes have been converted to total of 6,593,577 new shares in Suominen Corporation. The conversion rate was recorded under the reserve for invested unrestricted equity of Suominen. All notes of the hybrid bond are now converted into new shares in Suominen Corporation and the number of shares in Suominen will no longer increase due to the conversion of hybrid bond notes.
At the end of the review period, on 31 December 2017, Suominen Corporation had in total 4,146 shareholders. Suominen is not aware of any shareholder agreements related with the shareholding or use of voting rights. Detailed information on the management shareholding and a table presenting the largest shareholders is available in the notes of the consolidated statements.
On 13 December 2017, AC Invest Two BV (a group company of Ahlström Capital) notified Suominen that its shareholding in the company falls below the 25% flagging threshold. The shareholding of AC Invest Two BV in Suominen decreased from 25.92% to 23.95%. The decrease in the ownership was due to the increase in the number of Suominen shares to 58,259,219 shares in connection with the conversion of Suominen's hybrid bond notes into new shares. The number of shares owned by AC Invest Two BV remained unchanged.
On 2 June 2017, Oy Etra Invest Ab (a company under the controlling power of Mr Erkki Etola) notified Suominen that its shareholding in the company will cross the 10% flagging threshold due to the conversion of the bond notes and accrued interests of the hybrid bond issued by Suominen Corporation into Suominen shares.
There are no restrictions of transfer neither redemption or approval clauses related to the shares of Suominen Corporation or securities entitling to shares.
Suominen Corporation is not participating any arrangements where the financial rights related to a share or a security entitling to hold a share would have been separated.
In accordance with the Articles of Association of Suominen Corporation and the Limited Liability Companies Act, the Shareholders' Meeting elects the Board of Directors. In accordance with the Articles of Association, the Board of Directors decides on the nomination of the President & CEO. The Articles of Association includes no specific stipulation on altering the Articles of Association. Shareholders' Meeting decides on share issues and acquisition of own shares, in accordance with the Limited Liability Companies Act.
The members of the Board of Directors have no specific contracts with the company regarding compensation in case a member resigns, is dismissed or his/her task ceases to exist due to a public tender offer. The President & CEO has no separate contract to be applied if his/her contract would be terminated due to a public tender offer. In accordance with the employment contract made by the company and the President & CEO, should the company terminate the President & CEO's contract of employment, severance pay corresponding to 12 months' salary shall be paid. Other principal terms and conditions of the service contract of the President & CEO are presented in Note 32 of the consolidated financial statements and in the Remuneration Statement 2017 of Suominen Corporation.
In accordance with the decision taken by the Annual General Meeting of Suominen Corporation, the representatives notified by the company's three largest shareholders have been elected to Suominen Corporation's permanent Nomination Board. The shareholders entitled to appoint members to the Nomination Board during financial year 2017 were determined on the basis of the registered holdings in the Company's shareholder register on 1 September 2016 and on 1 September 2017.
During financial year of 2017, the members of the Nomination Board were:
Reima Rytsölä, Executive Vice-President of Varma Mutual Pension Insurance Company, nominated by Varma Mutual Pension Insurance Company;
Jorma Eloranta, Chair of Suominen's Board of Directors (until 15 March 2017) and
The Nomination Board shall submit its proposals to the Board of Directors no later than 1 February prior to the Annual General Meeting.
The Annual General Meeting (AGM) of Suominen Corporation was held on 15 March 2017. The AGM decided that a dividend or EUR 0.11 per share will be paid for the financial year 2016.
The AGM adopted the financial statements and the consolidated financial statements for the financial year 2016 and discharged the members of the Board of Directors and the President & CEO from liability.
The AGM decided that the number of Board members remains unchanged at six (6). Mr. Andreas Ahlström, Mr. Risto Anttonen, Mr. Hannu Kasurinen, Ms. Laura Raitio and Ms. Jaana Tuominen were re-elected as members of the Board of Directors. Mr. Jan Johansson was elected as a new member and as Chair of the Board of Directors. The decisions concerning the remuneration of the Board, the number of the members in the Board as well as the composition of the Board were in accordance with the proposals by the Shareholders' Nomination Board.
Ernst & Young Oy, Authorized Public Accountant Firm, was elected as auditor of Suominen Corporation, with Ms. Kristina Sandin, Authorized Public Accountant, as the principal auditor. The AGM decided that the auditor's fee would be paid according to the invoice accepted by the company. The decisions were in accordance with the proposal of the Board of Directors and the recommendation by the Audit Committee.
The AGM decided to authorize the Board of Directors to decide on the repurchase a maximum of 400,000 of the company's own shares. The shares shall be repurchased to be used in company's share-based incentive programs, in order to disburse the remuneration of the members of the Board of Directors, for use as consideration in acquisitions related to the company's business, or to be held by the company, to be conveyed by other means or to be cancelled. The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition. The repurchase authorization is valid until 30 June 2018.
In its constitutive meeting held after the AGM on 15 March 2017, the Board of Directors re-elected Risto Anttonen as Deputy Chair of the Board.
The Board of Directors elected from among its members the members for the Audit Committee and Personnel and Remuneration Committee. Hannu Kasurinen was re-elected as the Chair of the Audit Committee and Andreas Ahlström and Jaana Tuominen were re-elected as members. Jan Johansson was elected as the Chair of the Personnel and Remuneration Committee and Risto Anttonen and Laura Raitio were re-elected as members.
On 1 September 2017, Suominen Italy Holding S.r.l., a 100% owned subsidiary of Suominen Corporation, merged into its subsidiary Mozzate Nonwovens S.r.l.
The closing of Suominen Corporation's branch in Vaulx-Milieu, France was registered with the French authorities on 20 December 2017.
During 2017 and on 30 January 2018, the members of Suominen's Corporate Executive Team were:
Nina Kopola, President & CEO, Chair of the Corporate Executive Team
Tapio Engström, Senior Vice President, CFO
Lynda A. Kelly, Senior Vice President, Care business area
Larry Kinn, Senior Vice President, Operational Excellence (Senior Vice President, Operations Americas until 1 April 2017)
Markku Koivisto, Senior Vice President, Chief Technology Officer (as of 27 March 2017)
Ernesto Levy, Senior Vice President, Convenience business area
Mimoun Saïm, Senior Vice President, Global Operations (Senior Vice President, Operations EMEA until 1 April 2017)
Hannu Sivula, Senior Vice President, Human Resources
The estimate on the development of Suominen's net sales is partially based on forecasts and delivery plans received from the company's customers. Changes in these forecasts and plans, resulting from changes in the market conditions or in customers' inventory levels, may affect Suominen's net sales.
Suominen's customer base is fairly concentrated, which adds to the customer-specific risk. This may affect Suominen's financial result if customers' purchasing habits become more cautious as a result of a changes in consumption, or as a result of sales losses. The Group's ten largest customers currently account for 63% (63%) of the Group net sales. Longterm contracts are preferred with the largest customers. In practice the customer relationships are long-term and last for several years. Customer-related credit risks are managed in accordance with a risk policy approved by the Board of Directors. Credit limits are confirmed for customers on the basis of credit ratings and customer history. Suominen also uses export credit guarantees and insures against customer risks to a limited extent.
The relevance of the United States in Suominen's business operations increases the significance of the exchange rate risk related to USD in the Group's total exchange risk position. Suominen hedges this foreign exchange position in accordance with its hedging policy.
The risks that are characteristic to South American region, including significant changes in business environment or exchange rates, could have an impact on Suominen's operations in Brazil.
Suominen purchases significant amounts of pulp- and oilbased raw materials annually. Raw materials are the largest cost item for operations. Rapid changes in the global market prices of raw materials have an impact on the company's profitability. Suominen's stocks equal to two to four weeks' consumption and passing on the price changes of these raw materials to the prices Suominen charges its contract customers takes two to five months.
Extended interruptions in the supply of Suominen's main raw materials could disrupt production and have a negative impact on the Group's overall business operations. As Suominen sources its raw materials from a number of major international suppliers, significant interruptions are unlikely.
Suominen has numerous regional, national and international competitors in its different product groups. There is currently oversupply in some product groups in Suominen's both principal market regions. Products based on new technologies and imports from countries of lower production costs may reduce Suominen's competitive edge. If Suominen is not able to compete with an attractive product offering, it may lose some of its market share. Competition may lead to increased pricing pressure on the company's products.
Suominen continuously invests in its manufacturing facilities. The deployment of the investments may delay from what was planned, the costs of the investments may increase from what has been expected or the investments may create less business benefits than anticipated. The deployment phase of investments may cause temporary interruptions in operations.
Suominen's operations are dependent on the integrity, security and stable operation of its ICT systems and software as well as on the successful management of cyber risks. If Suominen's ICT systems and software were to become unusable or significantly impaired for an extended period of time, or the cyber risks are realized, Suominen's reputation as well as ability to deliver products at the appointed time, order raw materials and handle inventory could be adversely impacted.
There could be a risk of Suominen's business operations being interrupted due to abrupt and unforeseen events, such as power outages or fire and water damage. Suominen may not be able to control these events through predictive actions, which could lead to interruptions in business. Risks of this type are insured in order to guarantee the continuity of operations. As Suominen has valid damage and business interruption insurance, it is expected that the damage would be compensated and the financial losses caused by the interruption of business would be covered.
Suominen uses certain technologies in its production. In the management's view, the chosen technologies are competitive and there is no need to make major investments in new technologies. However, it cannot be excluded that the company's technology choices could prove wrong, and the development of new or substitute technologies would then require investments.
Suominen aims to protect its business against product liability risks through the use of systematic quality assurance processes and products liability insurance. Technology function of the
company is responsible for ensuring the underlying safety of the group´s products during their development. Continuous quality control is designed to guarantee product quality during production. Management considers it unlikely that the Group will face significant product liability related claims, and is unaware of any such claims.
Suominen is subject to corporate income taxes in numerous jurisdictions. Significant judgement is required to determine the total amount of corporate income tax at Group level. There are many transactions and calculations that leave room for uncertainty as to the final amount of the income tax. Tax risks relate also to changes in tax rates or tax legislation or misinterpretations, and materialization of the risks could result in increased payments or sanctions by the tax authorities, which in turn could lead to financial loss. Deferred tax assets included in the statement of financial position require that the deferred tax assets can be recovered against the future taxable income.
The Group is exposed to several financial risks, such as foreign exchange, interest rate, counterparty, liquidity and credit risks. The Group's financial risks are managed in line with a policy confirmed by the Board of Directors. The financial risks are described in Note 3 of the Financial Statements.
Suominen performs goodwill impairment testing annually. In impairment testing the recoverable amounts are determined as the value in use, which comprises of the discounted projected future cash flows. Actual cash flows can differ from the discounted projected future cash flows. Uncertainties related to the projected future cash flows include, among others, the long economic useful life of the assets and changes in the forecast sales prices of Suominen's products, production costs as well as discount rates used in testing. Due to the uncertainty inherent in the future, it is possible that Suominen's recoverable amounts will be insufficient to cover the carrying amounts of assets, particularly goodwill. If this happens, it will be necessary to recognize an impairment loss, which, when implemented, will weaken the result and equity. Goodwill impairment testing has been described in the consolidated financial statements.
Suominen's nonwovens are, for the most part, used in daily consumer goods, such as wet wipes as well as in hygiene and medical products. In these target markets of Suominen, the general economic situation determines the development of consumer demand, even though the demand for consumer goods is not very cyclical in nature. North America and Europe are the largest market areas for Suominen. In addition, we operate in the South American markets. The growth in the demand for nonwovens has typically exceeded the growth of gross domestic product by a couple of percentage points.
Throughout 2017, the consumer confidence continued strong both in euro area and in the United States. Consumers' optimism was reflected in the demand of nonwoven products.
Suominen assesses the trend in the demand for its products on the basis of both the general market situation and, above all, on the basis of the framework agreements drawn up with its customers. The new manufacturing capacity that has come on stream has somewhat saturated the markets, primarily in nonwovens for baby wipes and flushables.
At large, the growth in the demand in Suominen's target markets is expected to continue in 2018, on average, at the pace of 2017.
| EUR thousand | 2017 | 2016 | 2015 |
|---|---|---|---|
| Net sales | 21,574 | 19,729 | 22,594 |
| Operating profit / loss | -1,804 | -1,631 | 832 |
| % of net sales | -8.4 | -8.3 | 3.7 |
| Net financial expenses | 173 | 8,567 | 9,268 |
| Profit / loss before appropriations and income taxes |
-1,631 | 6,936 | 10,100 |
| Profit / loss for the period | -463 | 7,723 | 9,990 |
| Return on invested capital, % | 1.8 | 2.4 | 3.7 |
| Salaries | -2,880 | -2,299 | -3,921 |
| Average number of personnel | 30 | 27 | 27 |
Figures for 2015 have been adjusted to reflect the requirements of the amended Accounting Act.
The separate financial statements of Suominen Corporation have been prepared according to the Finnish Accounting Act, the Accounting Ordinance and other laws and regulations relating to financial statements (FAS). The consolidated financial statements of Suominen group have been prepared in compliance with the International Financial Reporting Standards (IFRS).
Net sales of Suominen Corporation were EUR 21.6 million (19.7) and operating loss EUR -1.8 million (-1.6). Net financial expenses were EUR +0.2 million (+8.6). Profit / loss for the period was EUR -0.5 million (7.7). There are no related party loans except loans to other Suominen group companies.
In financial year 2017, the parent company had on average 30 (27) employees and at the end of the year 28 (29) employees.
The parent company closed its French branch office in Vaulx-Milieu (reg. number 790118079) in 2017. The closing of the branch office was registered with the French authorities on 20 December 2017.
Suominen expects that in 2018, its net sales and comparable operating profit will improve from 2017. In 2017, Suominen's net sales amounted to EUR 426.0 million and operating profit to EUR 15.0 million. In financial years 2017 and 2016 Suominen had no items affecting the comparability of the operating profit.
The calculation of comparable operating profit is defined in the Calculation of key figures.
The loss of the financial year 2017 of Suominen Corporation, the parent company of the Group, was EUR 462,886.34. The funds distributable as dividends, including the loss for the period, of the parent company were EUR 6,592,975 and total distributable funds were EUR 94,016,127. There have been no significant changes in the company's financial position after the end of the review period.
The Board of Directors proposes that a return of capital of EUR 0.11 per share shall be distributed for the financial year 2017 from the reserve for invested unrestricted equity and that the loss shall be transferred to retained earnings. The record date is 19 March 2018 and the distribution of funds will be paid on 28 March 2018.
The Corporate Governance Statement 2017 of Suominen Corporation has been disclosed as a separate statement at www.suominen.fi > Investors > Corporate Governance. Also the Remuneration Statement of Suominen has been disclosed and can be retrieved from the same address. Both statements are included also in the company's Annual Report 2017.
Suominen's Non-Financial Report as required by Directive 2014/95/EU and the Finnish Accounting Act is disclosed as a separate statement at www.suominen.fi > Investors > Corporate Governance and it also forms the Sustainability section of the company's Annual Report 2017.
SUOMINEN CORPORATION Board of Directors
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 5 | 15,496 | 15,496 |
| Intangible assets | 6 | 17,470 | 14,133 |
| Property, plant and equipment | 7 | 136,649 | 135,510 |
| Loan receivables | 11 | 3,072 | 6,836 |
| Available-for-sale assets | 10 | 777 | 777 |
| Other non-current receivables | 11 | 1,744 | 2,524 |
| Deferred tax assets | 28 | 5,142 | 3,424 |
| Total non-current assets | 180,349 | 178,698 | |
| Current assets | |||
| Inventories | 9 | 44,241 | 42,631 |
| Trade receivables | 11 | 57,560 | 53,946 |
| Loan receivables | 11 | 4,337 | 1,550 |
| Other current receivables | 11 | 4,236 | 7,274 |
| Assets for current tax | 28 | 7,703 | 2,008 |
| Cash and cash equivalents | 27,240 | 29,522 | |
| Total current assets | 145,318 | 136,929 | |
| TOTAL ASSETS | 325,666 | 315,628 |
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 15 | 11,860 | 11,860 |
| Share premium account | 24,681 | 24,681 | |
| Reserve for invested unrestricted equity | 87,423 | 70,855 | |
| Treasury shares | -44 | -44 | |
| Fair value and other reserves | 264 | 10 | |
| Exchange differences | 14 | -3,151 | 12,613 |
| Retained earnings | 15,084 | 6,324 | |
| Total equity attributable to owners of the parent | 136,117 | 126,300 | |
| Hybrid bond | 16 | − | 16,525 |
| Total equity | 136,117 | 142,824 | |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred tax liabilities | 28 | 14,558 | 11,195 |
| Liabilities from defined benefit plans | 20 | 984 | 1,081 |
| Other non-current liabilities | 21 | 350 | 364 |
| Debenture bonds | 17 | 95,192 | 75,000 |
| Other non-current interest-bearing liabilities | 17 | 162 | 11,574 |
| Total non-current liabilities | 111,246 | 99,214 | |
| Current liabilities | |||
| Current interest-bearing liabilities | 17 | 15,118 | 7,923 |
| Liabilities for current tax | 28 | 32 | 280 |
| Trade payables and other current liabilities | 21 | 63,154 | 65,388 |
| Total current liabilities | 78,304 | 73,590 | |
| Total liabilities | 189,550 | 172,804 | |
| TOTAL EQUITY AND LIABILITIES | 325,666 | 315,628 |
| Note | 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|
|---|---|---|---|
| Net sales | 22 | 425,996 | 416,862 |
| Cost of goods sold | -383,839 | -364,636 | |
| Gross profit | 42,157 | 52,226 | |
| Other operating income | 23 | 1,764 | 1,909 |
| Sales and marketing expenses | -7,262 | -7,364 | |
| Research and development expenses | -4,739 | -4,330 | |
| Administration expenses | -16,861 | -16,191 | |
| Other operating expenses | 23 | -59 | -629 |
| Operating profit | 15,000 | 25,622 | |
| Net financial expenses | 27 | -2,570 | -3,190 |
| Profit before income taxes | 12,430 | 22,432 | |
| Income taxes | 28 | 2,048 | -7,199 |
| Profit for the period | 14,478 | 15,233 | |
| Earnings per share, EUR | |||
| Basic | 30 | 0.27 | 0.29 |
| Diluted | 0.25 | 0.26 |
| 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|
|---|---|---|
| Profit for the period | 14,478 | 15,233 |
| Other comprehensive income: | ||
| Other comprehensive income that will be subsequently reclassified to profit or loss: |
||
| Exchange differences | -17,083 | 7,881 |
| Fair value changes of cash flow hedges | 267 | 245 |
| Reclassified to profit or loss | 13 | 116 |
| Reclassified to property, plant and equipment | -35 | -188 |
| Income taxes related to other comprehensive income | 1,328 | -410 |
| Total | -15,510 | 7,644 |
| Other comprehensive income that will not be subsequently reclassified to profit or loss: |
||
| Remeasurements of defined benefit plans | 15 | -110 |
| Income taxes related to other comprehensive income | -4 | 16 |
| Total | 11 | -93 |
| Total other comprehensive income | -15,500 | 7,551 |
| Total comprehensive income for the period | -1,022 | 22,784 |
| Note | Share capital |
Share premium account |
Reserve for invested unrestricted equity |
Treasury shares |
Exchange differences |
Fair value and other reserves |
Retained earnings |
Total | Hybrid bond |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity 1 January 2017 | 11,860 | 24,681 | 70,855 | -44 | 12,613 | 10 | 6,324 | 126,300 | 16,525 | 142,824 | |
| Profit for the period | − | − | − | − | − | − | 14,478 | 14,478 | − | 14,478 | |
| Other comprehensive income | 14 | − | − | − | − | -15,764 | 254 | 11 | -15,500 | − | -15,500 |
| Total comprehensive income | − | − | − | − | -15,764 | 254 | 14,489 | -1,022 | − | -1,022 | |
| Share-based payments | − | − | − | − | − | − | 338 | 338 | − | 338 | |
| Distribution of dividend | − | − | − | − | − | − | -5,585 | -5,585 | − | -5,585 | |
| Conveyance of treasury shares | − | − | 84 | − | − | − | − | 84 | − | 84 | |
| Conversion of hybrid bond | − | − | 16,484 | − | − | − | − | 16,484 | -16,484 | − | |
| Hybrid bond | − | − | − | − | − | − | -481 | -481 | -41 | -522 | |
| Equity 31 December 2017 | 11,860 | 24,681 | 87,423 | -44 | -3,151 | 264 | 15,084 | 136,117 | − | 136,117 |
| Note | Share capital |
Share premium account |
Reserve for invested unrestricted equity |
Treasury shares |
Exchange differences |
Fair value and other reserves |
Retained earnings |
Total | Hybrid bond |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity 1 January 2016 | 11,860 | 24,681 | 69,652 | -44 | 5,097 | -118 | -3,076 | 108,052 | 17,664 | 125,716 | |
| Profit for the period | − | − | − | − | − | − | 15,233 | 15,233 | − | 15,233 | |
| Other comprehensive income | 14 | − | − | − | − | 7,516 | 128 | -93 | 7,551 | − | 7,551 |
| Total comprehensive income | − | − | − | − | 7,516 | 128 | 15,140 | 22,784 | − | 22,784 | |
| Share-based payments | − | − | − | − | − | − | 190 | 190 | − | 190 | |
| Distribution of dividend | − | − | − | − | − | − | -5,030 | -5,030 | − | -5,030 | |
| Conveyance of treasury shares | − | − | 80 | − | − | − | − | 80 | − | 80 | |
| Conversion of hybrid bond | − | − | 1,124 | − | − | − | − | 1,124 | -1,124 | − | |
| Hybrid bond | − | − | − | − | − | − | -899 | -899 | -16 | -915 | |
| Equity 31 December 2016 | 11,860 | 24,681 | 70,855 | -44 | 12,613 | 10 | 6,324 | 126,300 | 16,525 | 142,824 |
| Note | 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|
|---|---|---|---|
| Cash flow from operations | |||
| Profit for the period | 14,478 | 15,233 | |
| Total adjustments to profit for the period | 31 | 21,069 | 29,783 |
| Cash flow before changes in net working capital | 35,547 | 45,016 | |
| Change in net working capital | -8,028 | -6,277 | |
| Financial items | -5,575 | -3,895 | |
| Income taxes | 207 | -6,348 | |
| Cash flow from operations | 22,152 | 28,496 | |
| Cash flow from investments | |||
| Investments in property, plant and equipment and intangible assets | -33,839 | -49,553 | |
| Adjustments of purchase consideration | − | 161 | |
| Cash flow from disposed businesses | 287 | 313 | |
| Sales proceeds from property, plant and equipment and intangible assets | 5 | 8 | |
| Cash flow from investments | -33,548 | -49,072 | |
| Cash flow from financing | |||
| Drawdown of non-current interest-bearing liabilities | 17 | 25,730 | − |
| Drawdown of current interest-bearing liabilities | 17 | 25,000 | − |
| Repayment of current interest-bearing liabilities | 17 | -27,263 | -3,359 |
| Repayment of loan receivables | 1,550 | 1,000 | |
| Tender and issuance costs of the bonds | -5,190 | − | |
| Distribution of dividends | -5,585 | -5,030 | |
| Payment of hybrid bond interest | -642 | -624 | |
| Cash flow from financing | 13,599 | -8,013 | |
| Change in cash and cash equivalents | 2,203 | -28,588 | |
| Cash and cash equivalents at the beginning of the period | 29,522 | 55,570 | |
| Effect of changes in exchange rates | -4,485 | 2,540 | |
| Change in cash and cash equivalents | 2,203 | -28,588 | |
| Cash and cash equivalents at the end of the period | 27,240 | 29,522 |
Suominen Corporation is a public limited liability company organized under the laws of the Republic of Finland and domiciled in Helsinki, Finland (Itämerentori 2, 00180 Helsinki, Finland). Suominen's shares are publicly traded in the Nasdaq Helsinki Ltd. (Mid Cap) in Helsinki, Finland. Suominen Corporation is the parent of the Group. The Group manufactures nonwovens mainly for consumer goods companies.
The Board of Directors of Suominen Corporation has in its meeting on 30 January 2018 approved these financial statements to be published. According to the Finnish Limited Liability Companies Act, the shareholders have a possibility to approve or reject or make a decision on altering the financial statements in a General Meeting to be held after the publication of the financial statements.
The consolidated financial statements of Suominen Group are prepared in accordance with International Financial Reporting Standards (IFRS), including International Accounting Standards (IAS) and Interpretations issued by the International Financial Reporting Interpretations Committee (SIC and IFRIC). International Financial Reporting Standards are standards and their interpretations adopted in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the European Parliament and of the Council. The Notes to the Financial Statements are also in accordance with the Finnish Accounting Act and Ordinance and the Finnish Limited Liability Companies Act.
The consolidated financial statements include the financial statements of Suominen Corporation and its subsidiaries. The functional and reporting currency of the parent is euro, which is also the reporting currency of the consolidated financial statements. Functional currencies of subsidiaries are determined by the primary economic environment in which they operate.
The financial year of Suominen Group as well as of the parent and subsidiaries is the calendar year ending 31 December.
The financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies.
The figures in Suominen's consolidated financial statements are mainly presented in EUR thousands. Due to rounding differences the figures presented in tables do not necessarily add up to the totals of the tables.
Suominen has applied the following new or revised or amended standards and interpretations from 1 January 2017:
Amendments to IAS 7 Statement of Cash Flows, arising from the Disclosure Initiative, effective for reporting periods beginning on 1 January 2017 or later. The amendments require companies to provide disclosures about changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, such as foreign exchange gains and losses. The amendments have no material effect on Suominen as the changes in liabilities arising from financing activities, including the changes arising from foreign exchange, have been disclosed in Suominen's consolidated financial statements before the application of the amendment.
Other new or amended standards or interpretations applicable from 1 January 2017 are not material for Suominen Group.
Below are disclosed separately those new standards, amendments and interpretations which will have a material effect on Suominen. Other new or amended standards or interpretations applicable from 1 January 2018 or later are not material for Suominen Group.
IFRS 15 Revenue from Contracts with Customers is to be applied for the reporting periods beginning on or after 1 January 2018. The timing of the revenue recognition can take place over time or at a point of time, depending on the transfer of control. The new standard will have no material effect on revenue recognition in Suominen, but it will increase the disclosure information in the consolidated financial statements.
The goods Suominen sells are nonwoven rolls. The customer can benefit from each nonwoven roll either on its own or together with other resources readily available to the customer. The delivered goods have been identified in the contracts Suominen has made with the customer (for example the quality and measurements of the product have been defined). The contracts often define the target for quantities to be delivered, but the customer is not committed to the quantities. The supplied quantities are based on the customer's purchase orders and each supplied quantity is invoiced separately.
The performance obligation is satisfied when the goods have been delivered to the customer, ie. the performance obligation is satisfied at a point of time. In most cases the goods are handed over to the customer when the goods leave the production plant. If, in accordance with the terms of delivery, the risks and rewards of ownership of the goods as well as control over the goods are transferred to the customer only when the goods have been delivered to the customer, revenue is recognized only when the customer has received the goods. This does not change the current revenue recognition principles of Suominen.
The payment terms and times differ depending on the customer. The applied payment term and the length of the payment time are affected by, among other things, the credit risk and prior payment behavior of the customer. In addition, the geographical location of the invoicing production plant as well of the customer have an effect on the payment terms. Suominen has preferred payment terms defined in the credit policy, but for commercial reasons it is possible to deviate from these payment terms. For the most part trade receivables are due within 30–90 days from the invoicing date.
There are no significant financing components in the transaction prices and the considerations are paid in cash.
Some of the customer contracts include a definition of a rebate, which is granted to the customer if the delivered quantities exceed the predefined level, i.e. in these cases the transaction price includes a variable consideration. The effect of the variable consideration on the transaction price is taken into account in revenue recognition by estimating the probability of the realization of the rebate for each contract. The estimation is based on the most likely amount. When estimating the probability, Suominen takes into account the historical information of the customer (such as whether the deliveries in the past have reached the level which entitles the customer to receive the rebate), the current situation at the time of the delivery of the goods as well as forecasts on future deliveries. The uncertainty inherent in estimating the variable consideration is considered to be so immaterial that the variable consideration has not been constrained. The estimated transaction price is reassessed latest at the end of each reporting period. This does not change the current revenue recognition principles of Suominen.
The receivable from the customer is recognized at the transaction price. This means in practice that both the invoiced trade receivable from the customer and recognized revenue are adjusted in accounting with an accrual based on the estimated rebate amount. This will change the current practice in recognizing amounts in the statement of financial position, as currently the rebate accrual is recognized in accrued expenses.
In some of the customer contracts the transaction price of the goods is tied to the raw material costs of Suominen. The effect of the raw material prices on transaction prices is, however, applied only to future transaction prices and they do not affect the prices of already delivered goods. As the delivered quantities are distinct performance obligations, raw material clauses are not applied retrospectively.
Sales prices are defined in the customer contracts separately for each product. The price for each customer is based on, among other things, quantities, transaction currency and the geographical location of the customer. Variable considerations (rebates) are allocated to the performance obligations which are included in the contract, unless otherwise agreed in the contract. In these cases the variable considerations are allocated only to those performance obligations they relate to.
Suominen has no material incremental costs of obtaining a contract which would fulfill the capitalization criteria. Any incremental costs are recognized as expense when incurred, as the amortization period of such capitalized incremental costs would be one year or less. Suominen has no such costs to fulfill a contract which would fulfill the capitalization criteria of IFRS 15.95–97.
IFRS 9 Financial Instruments and its amendments are to be applied for the reporting period beginning on 1 January 2018 or later. IFRS 9 changes the classification and measurement of financial assets and includes a new model for assessing the impairment of the financial assets based on expected credit losses. The classification and measurement of financial liabilities do not materially change from IAS 39. Hedge accounting can be applied to a larger number of risk exposures than before and hedge accounting principles have been harmonized with those used in risk management.
IFRS 9 will change the classification and measurement of some financial assets of Suominen. Suominen has defined its business model for managing the financial assets and based on the model as well as the characteristics of the financial assets, determined the classification of the financial assets.
Certain loan receivables, which in accordance with IAS 39 have been classified as loans and other receivables and measured at amortized cost, will be under IFRS 9 financial assets at fair value through profit or loss, as they, among other things, include terms which are not basic terms for loan receivables. For these loan receivables the credit risk is taken into account when determining the fair value of the receivables. Some of the loan receivables will continue to be measured at amortized cost also under IFRS 9, as the their contractual cash flows consist solely of payments of principal and interest, and Suominen's aim is to hold the receivables until maturity in order to collect the contractual cash flows. For these loan receivables the credit risk and impairment losses are estimated based on 12-month expected credit losses, or if there has been an increase in the credit risk related to the receivable, based on lifetime expected credit losses. Based on the situation at the end of the reporting period, Suominen does not expect material negative fair value changes or credit losses arise from the loan receivables.
For investments in equity instruments, ie. shares, IFRS 9 enables the entity to make an irrevocable election of classification and measurement by equity instrument. Suominen classifies some of the investments in equity instruments at fair value through profit or loss. With the classification both the fair value changes and possible gains and losses on disposal are recognized in profit or loss. Some equity instruments are classified at fair value through other comprehensive income, and both fair value changes and possible gains and losses on disposal are recognized in other comprehensive income without subsequent recycling to profit or loss.
Cash and cash equivalents are measured under IFRS 9 at amortized cost. Under IFRS 9 also cash and cash equivalents are subject to credit loss assessment, and credit losses are recognized based on either 12-month expected credit losses, or if there has been a significant increase in the credit risk related to the receivable, based on lifetime expected credit losses. Based on the situation at the end of the reporting period and taking into account the counterparty credit risk related to deposits in banks, there are no credit losses from cash and cash equivalents.
Derivative instruments for which hedge accounting is not applied, are recognized also under IFRS 9 at fair value through profit or loss. During the reporting period Suominen has applied hedge accounting only to cash flow hedges, and applying IFRS 9 will not change the recognition or measurement of them.
Trade receivables are measured under IFRS 9 at amortized cost. Under IAS 39 they are classified as loans and other receivables and measured at amortized cost. The value of trade receivables depends on the transaction price of sold goods. Transaction price is measured in accordance with IFRS 15 Revenue from Contracts with Customers standard. In defining the transaction price, for example the variable considerations included in the contracts, such as volume rebates, are taken into account. This means that the transaction price can be lower than the sales amount invoiced from the customer. Suominen has recognized already before the application of IFRS 9 the estimated customer rebates and other potential variable considerations in profit or loss, so there are no result effects of applying IFRS 15 on transaction price. As the accruals for variable considerations are presented in the statement of financial position as accrued expenses before IFRS 9 is applied and under IFRS 9 as items decreasing trade receivables, the carrying amount of trade receivables will change under IFRS 9.
Suominen applies the practical expedient allowed by IFRS 9 for impairment losses arising from trade receivables and uses a provision matrix in estimating the impairment losses based on historical experience on realized credit losses. In accordance with the provision matrix, the impairment losses of trade receivables are based on lifetime expected credit losses. Trade receivables are categorized based on risk characteristics of the customers taking into account the customers' capability to pay all contractual amounts as agreed in the contracts. Risk characteristics include, among others, the geographical risk related to the customer.
In accordance with IFRS 9, the expected credit losses on trade receivables are a probability-weighted estimate of credit losses over the expected life. As historically Suominen's realized credit losses have mainly been immaterial and as approximately half of the trade receivables were at the end of the reporting period from international customers with high credit rating, Suominen estimates that recognizing credit losses from trade receivables in accordance with IFRS 9 will not have any material effect on profit or loss. The main change would be that credit losses will be recognized earlier than before.
Compared with IAS 39, IFRS 9 will not change the measurement or classification of financial liabilities.
The amendments to IFRS 2, effective for annual periods beginning on or after 1 January 2018, will change the recognition and measurement of share-based payment transactions which have net settlement features for withholding tax obligations. Under such transactions the entity withholds a number of shares that is equal to the monetary value of the employee's tax obligation from the total number of shares that would have otherwise been issued to the employee upon exercise or vesting, and transfers the amount in cash to tax authorities on behalf of the employee.
Currently the cash-settled share-based payment transactions are measured at fair value at the reporting date and recognized as a liability in the statement of financial position. After the application of the amendments of IFRS 2, the currently cash-settled portion of share-based payment transactions which have net settlement features for withholding tax obligations will be recognized and measured as equity-settled. At transition date, the cash-settled portion of any unvested share-based payment arrangement which has net settlement features will be remeasured and recognized as equity-settled at fair value and recognized in equity. The liability for the cash settled transaction will be derecognized from the statement of financial position, and any effect of the remeasurement will be recognized in equity.
As Suominen's share-based payment programs have net settlement features, the amendment will change Suominen's accounting and measurement for cash settled share-based payments. The change will increase consolidated equity by approximately EUR 0.7 million.
When a non-monetary asset or liability arises from the payment or receipt of a foreign currency advance consideration before the related asset, expense or income is recognized, the non-monetary items are recognized in the statement of financial position using the transaction date exchange rate. The interpretation clarifies that when the non-monetary item related to the advance consideration is derecognized and the related asset, expense or income is recognized, the the exchange rate used is the rate used in the initial recognition of the advance consideration, and no revaluation due to changes in foreign exchange rates is made.
The interpretation is effective for reporting periods beginning on 1 January 2018 or later, and Suominen will apply it prospectively to transactions taking place on or after 1 January 2018. Application of the interpretation has no material effect on Suominen's consolidated financial statements.
Annual Improvements 2014–2016, partly effective for reporting periods beginning on 1 January 2018 or later. The impacts of the standards vary but are not material for Suominen's consolidated financial statements.
IFRS 16 Leases will be effective for the reporting periods beginning on 1 January 2019 or later, if approved by European Union. In accordance with the new standard, the lessee will recognize assets and liabilities for the rights and obligations created by leases. The new standard will increase interestbearing liabilities and property, plant and equipment as well as intangible assets in the consolidated financial statements of Suominen. In addition, the rental expenses recognized in profit or loss will decrease and depreciation and amortization as well as interest expenses will increase. This will affect operating profit.
Suominen owns the majority of its production facilities (ie. buildings and land) as well as all of its production lines. The most significant leasing agreements Suominen has consist of the leased production facilities in Italy and Windsor Locks, USA. Other leasing agreements are mainly leasing agreements on offices and smaller machinery and equipment.
The carrying amounts of the lease liabilities and right-of-use assets depend on, among other things, the length of the leasing contracts as well as the potential options and possibilities to lengthen or shorten the lease term. The carrying amounts are especially affected with the estimates made of the lease terms and possible renewals of the lease agreements of the production facilities. At the end of the reporting period Suominen estimates that the carrying amounts of lease liabilities and right-of-use assets arising from application of IFRS 16 will be approximately EUR 15–20 million.
IFRIC 23 Interpretation clarifies the accounting of uncertainty in accounting for income taxes. Under IFRIC 23 the key test is whether it is probable the tax authority will accept the company's chosen tax treatment. If it is probable that the tax authority accepts the company's chosen tax treatment in the tax return, there is no uncertainty which would have to be recognized in the financial statements. If it is not probable, then the uncertainty is reflected in the measurement of current or deferred tax. The uncertainty is reflected in the measurement by using either the most likely amount of the expected value, which ever predicts the outcome better.
The judgements and estimates applied in estimating the uncertainty over an income tax treatment are reassessed if facts and circumstances change.
In accordance with the interpretation, the company has to determine, whether to consider each tax treatment separately or
together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty in tax treatments has to be followed.
The interpretation is effective for reporting periods beginning on 1 January 2019 or later. The application is made either retrospectively by restating comparative information if possible without the use of hindsight or by adjusting equity on initial application without restating comparative information.
The consolidated financial statements include the parent and its subsidiaries. Subsidiaries are companies in which the parent has, based on its holding, more than half of the voting rights directly or via its subsidiaries or over which it otherwise has control. The Group has control over an entity when it has a participation in the entity and is exposed to or has right to its variable revenues and can influence the revenues by using its control over the entity.
Divested subsidiaries are included in the consolidated financial statements until the control is lost, and companies acquired during the reporting period are included from the date when the control has been transferred to Suominen. Acquisitions of subsidiaries are accounted for under the acquisition method under which the purchase consideration is allocated to the acquired identifiable assets and liabilities assumed, which are measured at fair value at the acquisition, and the residual is recognized as goodwill. The transaction costs related to a business combination are recognized in profit or loss.
All intra-group transactions are eliminated as part of the consolidation process. Unrealized losses are eliminated only to the extent that there is no evidence of impairment.
In the consolidated financial statements, the statements of profit or loss, statements of comprehensive income and statements of cash flows of foreign subsidiaries have been translated into euros using the average exchange rates of the reporting period and the statements of financial positions have been translated using the closing exchange rates at the end of the reporting period.
The exchange difference arising from translating the statements of profit or loss, statements of comprehensive income and statements of financial position using the different exchange rates is recognized as other comprehensive income and included in equity as cumulative exchange difference. Exchange differences arising from the translation of the net investments in foreign subsidiaries in non-euro area are also recognized in other comprehensive income and included in equity as cumulative exchange difference (Note 14).
On the disposal of all or part of a foreign subsidiary, the cumulative amount or proportionate share of the exchange difference is reclassified from equity to profit or loss as a reclassification item in the same period in which the gain or loss on disposal is recognized.
In their own day-to-day accounting the Group companies translate transactions in foreign currencies into their own reporting or functional currency at the exchange rates prevailing on the dates of the transactions. At the end of the reporting period, the unsettled balances of foreign currency transactions are measured at the exchange rates prevailing at the end of the reporting period. Foreign exchange gains and losses arising from trade receivables are entered as adjustments of net sales and foreign exchange gains and losses related to trade payables are recorded as adjustments of costs of goods sold. Foreign exchange gains and losses arising from financial items are recorded as financial income and expenses.
Suominen has no reportable segments.
The business of Suominen consists of one operating segment, Nonwovens. The net sales of Suominen consist entirely of net sales of the Nonwovens operating segment. All the products Suominen produces and sells are nonwoven products, and the production process and technology of all the products are similar, as they are produced using the same production lines. Also other resources, such as raw materials and production management, are common to all products. The customers are mainly converters of nonwovens, and the risks or profitability related to products or customers do not differ from each other. Also distribution of the products is similar.
The sales organization of Suominen is organized not only geographically but also as Convenience and Care business areas based on customers or end products of the customers. Account management of major customers ("Global Accounts") is, however, centralized and independent of the business areas. Suominen reports net sales not only by business areas but also by geographical areas.
As the resources are not dedicated to either Convenience or Care business areas, the allocation of production capacity or other resources either to Convenience or Care products depends at each moment of the orders received and unutilized production capacity.
The chief operating decision maker of Suominen is the President & CEO, who is assisted by the Corporate Executive Team. The President & CEO makes decisions on allocating the resources of the Group. However, material items, such as major investments, as well as items which are required by governing law to be decided by the Board of Directors, are presented to the Board for approval.
Entity-wide disclosures are presented in Note 22.
Expenditure on research and development is recognized in profit or loss. Expenditure on product and process development is not capitalized as no separate assets are developed in the research and development activities or future economic benefits arising from the assets cannot be reliably assessed.
Government or other grants are recognized in profit or loss in the same periods in which the corresponding expenses are incurred. The grants received are recognized as offsetting items of the expenses incurred. Government grants received to acquire property, plant and equipment or other assets are deducted from the acquisition cost of the assets in question.
A provision is recognized when there is a present legal or constructive obligation arising from past events and it is probable, that the fulfillment of the obligation requires payment and generates outflow of economic benefits from the company,
and when the amount of the obligation can be measured reliably. Provisions are recognized as liabilities in the statement of financial position. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the time value of money is material, provisions are discounted.
A restructuring provision is recognized only when a detailed and fully compliant plan has been prepared for it and the implementation of the plan has been started or notification of it has been made known to those whom the arrangement concerns.
Dividends or other distribution of funds proposed by the Board of Directors are not recognized in the financial statements until they have been approved by the shareholders at the Annual General Meeting.
Quarterly information as well as interim reports are not audited.
Accounting principles related to assets, liabilities and line items in the statement of profit or loss are presented in the disclosure information related to each item.
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the end of the reporting period and the recognized amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates.
The following items include critical accounting estimates: impairment testing of assets, especially of goodwill; estimated fair values of property, plant and equipment and intangible assets acquired in an acquisition and their estimated useful lives; useful lives of other intangible assets and property, plant and equipment; measurement of inventories and trade and loan receivables; recognition and measurement of deferred taxes and estimates of the amount and probability of provisions.
Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events, that are believed to be reasonable under the circumstances.
Critical accounting estimates and judgements are presented in the disclosure information related to each item.
Suominen is exposed to customary financial risks relating to its global businesses such as foreign exchange and interest rate risks, counterparty risk, funding and liquidity risks, credit risk and commodity risk. The treasury policy approved by Suominen Corporation's Board of Directors defines the authorities, responsibilities and principles to be followed in the Group. Financial risk management is centralized within Suominen Group Treasury which acts as an in-house bank providing financial services for subsidiaries within the Group. In accordance with the treasury policy the President & CEO approves all major funding operations and the main principles to be followed when hedging financial risks. The CFO is responsible for ensuring that the policy is observed throughout the Group, and for individual financial operations concerning funding, managing liquidity and financial risks.
Suominen Group operates internationally and is therefore exposed to transaction and translation risks arising from fluctuations in foreign exchange rates which may have an effect on profit or loss and financial position of the Group. Transaction risks mainly arise from cash flows generated by purchase and sales activities while translation risks arise from converting items in the statements of profit or loss and the statements of financial position of noneuro subsidiaries as well as other currency-denominated assets and liabilities into the Group's functional currency euro. The aim of the Group's foreign exchange risk management is to hedge earnings from operations and to avoid exchange rate volatility in cash flows, profit or loss and in financial position.
In addition to US dollar, which generates the most significant currency impacts to Suominen, also Brazilian real affects the Group's foreign exchange risk.
The foreign exchange transaction exposure comprises of already known and estimated currency cash flows for the next 12 months. The transaction risks arise mainly from the USD transactions in the euro area and in Brazil and from EUR transactions in the USA and Brazil. The USD risk arises both from USD business and treasury transactions. The exchange rate risk related to the Brazilian unit is hedged case by case. In accordance with the hedging policy, the foreign currency hedging should hedge the cash flows arising from sales, purchases and interest payments in foreign currencies of the following 3 and 9 months.
Common derivative contracts are used in hedging to some extent, as their pricing can be verified on the markets. Suominen does not apply hedge accounting in currency hedging for the transaction risks. Changes in fair values of currency hedging instruments are recognized in profit or loss.
Suominen has applied hedge accounting for currency derivatives hedging foreign exchange risk arising from acquisition of property, plant and equipment. The amount arising from the foreign exchange hedge recognized in property, plant and equipment was EUR -35 thousand (EUR -188 thousand) during the reporting period.
The consolidated transaction exposure at the end of the reporting period is presented in the table below:
| Transaction exposure 2017 | Transaction exposure 2016 | |||||
|---|---|---|---|---|---|---|
| EUR thousand | 12 months cash flow |
Hedged with currency forwards |
12 months cash flow |
Hedged with currency forwards |
||
| USD/EUR | -5,317 | -1,334 | -6,646 | 3,927 | ||
| EUR/BRL | -1,218 | − | -1,406 | − | ||
| USD/BRL | -8,409 | − | -5,401 | − |
Correspondingly, the translation exposure at the end of the reporting period was as follows:
| EUR thousand | Granted loans | Cash and cash equivalents and internal loans taken |
External loans taken |
Equity of foreign subsidiaries |
Hedged with currency derivatives |
Open exposure |
|---|---|---|---|---|---|---|
| BRL | − | 4,938 | − | 18,341 | − | 23,279 |
| USD | 47,883 | 7,632 | − | 84,237 | − | 139,752 |
| EUR thousand | Granted loans | Cash and cash equivalents and internal loans taken |
External loans taken |
Equity of foreign subsidiaries |
Hedged with currency derivatives |
Open exposure |
|---|---|---|---|---|---|---|
| BRL | − | 3,897 | − | 19,533 | − | 23,430 |
| USD | 54,479 | 15,383 | -19,110 | 71,874 | − | 122,626 |
Granted loans consist of intra-group loans granted to the foreign subsidiaries (+). The loans granted to subsidiaries in USD are in substance equity as the repayment is not anticipated in foreseeable future. These loans amounted to USD 57.4 million, equaling to EUR 47.9 million at the end of the reporting period. The exchange differences from these loans are recognized in exchange differences in other comprehensive income as they are in substance exchange differences arising from equity. Exchange rate differences arising from both internal and external loans taken are recognized in profit or loss.
The translation exposure arising from the US dollar was hedged in 2016 and also partly during 2017 with external USD loans amounting to USD 20.1 million, equaling to EUR 19.1 million at the end of 2016. These USD loans were repaid during 2017.
The international reporting standards require disclosing sensitivity analysis of financial instruments. The table in the following page summarizes the sensitivity of financial instruments on foreign exchange risk at the end of the reporting period. In the sensitivity analysis, the financial instruments include currency forward contracts, intra-group short-term and long-term currency denominated receivables and liabilities and external currency denominated borrowings. Sensitivities of the currency rates at the end of the reporting period are estimated based on the actual volatility of the currencies over the past 12 months. The exchange rate sensitivity is calculated for the following 12 months by using the rates at the end of the reporting period. The change in the exchange rate is the change of euro rate against US dollar rate.
2017
| EUR thousand | Currency strengthens % |
A. Effect on profit after tax |
B. Effect on equity after tax (excluding A) |
Currency weakens % |
A. Effect on profit after tax |
B. Effect on equity after tax (excluding A) |
|---|---|---|---|---|---|---|
| USD/EUR | 7 | -76 | 2,693 | -7 | 76 | -2,693 |
| 2016 | ||||||
| EUR thousand | Currency strengthens % |
A. Effect on profit after tax |
B. Effect on equity after tax (excluding A) |
Currency weakens % |
A. Effect on profit after tax |
B. Effect on equity after tax (excluding A) |
| USD/EUR | 10 | -1,767 | 3,907 | -10 | 1,767 | -3,907 |
The management has assessed the effectiveness of hedging by combining the estimated net cash flow for 12 months in foreign currencies with the compensating effect of the hedging instruments. The net effect from the change in exchange rates as described above on profit after taxes in 2017 is estimated to be EUR - / + 374 thousand (EUR - / + 179 thousand). Sensitivities of exchange rates at the end of the reporting period are estimated based on of the actual volatility of the currencies over the past 12 months. The exchange rate sensitivity is calculated for the following 12 months by using the currency rates at the end of the reporting period.
| Effect on | ||||
|---|---|---|---|---|
| Currency | 12 months' | Effect on | ||
| EUR | strengthens / | currency | hedging | Net effect |
| thousand | weakens % | cash flow | instruments | after tax |
| USD/EUR | +7 / -7 | -374 / +374 | -94 / +94 | -374 / +374 |
Suominen is exposed to interest rate risk when it funds its operations with euro or currency denominated debt. The risk arises from the reprising of floating rate debt and with the raising of new floating rate debt. A fixed rate debt is subject to fair value risk. The aim of interest rate risk management is to bring predictability to interest expenses by keeping the duration within the agreed limits with an optimal mix of fixed and floating rate debt. The interest rate risk associated with Suominen's loan portfolio is diversified to ensure that the portfolio comprises both floating and fixed interest rate loans spread over a range of interest periods. Suominen's Board of Directors has determined the interest rate structure of the loan portfolio and the range in which it can vary. The average interest duration can vary between 12 and 48 months. At the end of 2017 it was 45 months (27 months in 2016).
At the end of the reporting period the carrying amount of the Group's loans with fixed interest rates was EUR 95.5 million (EUR 75.4 million) and with floating interest rates EUR 15.0 million (EUR 19.1 million). At the end of the reporting period the Group did not have any interest rate swaps.
The sensitivity of interest rate risk is calculated based on a 0.5 percentage point shift in the interest rate curve. The table below illustrates the sensitivity of floating interest rate loans and Suominen's result to a change of 0.5 percentage point in interest rates during a one year period:
| 2017 | 2016 | |||
|---|---|---|---|---|
| EUR thousand |
Change in interest rate, percentage points |
Effect on profit after tax |
Change in interest rate, percentage points |
Effect on profit after tax |
| Floating rate loans |
+ /- 0,5 | - /+60 | + /- 0,5 | - /+78 |
At the end of the reporting period the cash and cash equivalents of the Group were EUR 27.2 (EUR 29.5 million). Cash and cash equivalents have not been included in the sensitivity analysis.
Suominen's operational policy on electricity procurement covers purchases of electricity of the Group's Finnish unit and the principles to be followed in managing electricity price risks. Increases in the market price of electricity are managed through the use of fixed-price contracts and some immaterial electricity derivatives. At the end of 2017 reporting period Suominen had no electricity derivatives.
Hedge accounting was applied in accounting for electricity derivatives. Electricity derivatives were used in order to neutralize fluctuations in the price of electricity over specific periods. Hedging must have been effective both prospectively and retrospectively. The effectiveness of the hedges was documented at the beginning of hedging and tested for effectiveness during the hedging period. The effectiveness of hedging was tested based on an established regression. The changes in fair values of the effective hedging instruments were recognized in profit or loss when the hedged item is affecting profit or loss.
The most significant individual credit risks relate to trade receivables from international companies with high credit ratings. The credit risk policy approved by the Board of Directors governs the principles to be followed when granting credit to customers and the responsibilities of the organization in this area. Credit is granted to customers after a credit approval process has been completed. The credit exposure of customers is reported at least once a month to the persons responsible for sales. Impairment losses from trade receivables recognized in profit or loss totaled EUR 110 thousand in 2017 (EUR 318 thousand). The ageing structure of the trade receivables is disclosed in Note 12 to the consolidated financial statements. The maximum credit risk arising from trade receivables equals the carrying amount of the trade receivables. The Group has agreed on a supply chain financing program which covers one fourth of the sales at the end of the reporting period. In accordance with the supply chain financing agreement, the Group has transferred the rights and responsibilities of these receivables to the counterparty of the agreement.
In addition to trade receivables Suominen has credit risk arising from loan receivables granted in 2014 in connection with the sale of the Flexibles business unit. The collaterals securing the loan receivables are disclosed in Note 11 of the consolidated financial statements.
The Board of Directors of Suominen has approved a counterpart list of companies and financial institutions with good credit ratings. These companies are allowed counterparts in investment activities and derivative contracts. The amount which can be invested in a single counterpart is capped. Liquid funds can be invested with reputable banks with sufficient credit ratings or in commercial papers offering high liquidity and credit ratings. The Group's maximum exposure to credit risk equals to carrying amount of financial assets at the end of the reporting period.
Suominen aims to use different sources of funding. With its house banks Suominen has long and trustworthy relations and acquires advisory and other services from them. Refinancing risk is managed by diversifying loan maturities.
Suominen entered in September 2017 into a syndicated credit facility agreement consisting of a single-currency revolving credit facility of EUR 100 million with a maturity of four years. The lenders for the facility are Nordea Bank AB (publ), Finnish Branch and Svenska Handelsbanken AB (publ), Branch Operation in Finland. The new bank facility includes leverage ratio and gearing as financial covenants. The new credit facility replaced the syndicated credit facilities agreement of Suominen totalling EUR 55 million with Nordea Bank AB (publ), Finnish Branch (former Nordea Bank Finland plc) and OP Corporate Bank plc (former Pohjola Bank plc) as the lenders.
In September 2017, Suominen Corporation announced issuance of a EUR 85 million unsecured bond which carries a fixed annual interest at the rate of 2.50 percent and matures on 3 October 2022. The bond has been listed on Nasdaq Helsinki Ltd. since 10 October 2017.
In September 2017 Suominen Corporation announced a voluntary tender offer for its EUR 75 million bond issued in 2014. As a result of the tender offer, in total EUR 59,270,000 of the bond notes were repurchased.
The average maturity of drawn loans within the committed facility agreements was 3.7 years (2.4 years) at the end of the reporting period. At the end of the reporting period the unused revolving credit facility was EUR 81 million.
Suominen Group Treasury has established several cash pooling structures with Group's house banks in order to manage the liquidity of the Group.
The maturity of financial liabilities and derivatives is presented as undiscounted cash flows in the following table. The table includes both interest payments and repayments of capital.
| EUR thousand | Falling due | |||||
|---|---|---|---|---|---|---|
| Financial liabilities | Carrying amount |
Contractual cash flows |
Less than 6 months |
6–12 months | 1–2 years | 2–5 years |
| Debentures | 95,192 | 112,731 | 344 | 2,469 | 18,543 | 91,375 |
| Loans from financial institutions | 15,000 | 15,044 | 15,044 | − | − | − |
| Finance lease liabilities | 280 | 305 | 66 | 66 | 85 | 87 |
| Other financial liabilities | 301 | 301 | 301 | − | − | − |
| Trade payables | 52,145 | 52,145 | 52,047 | 98 | − | − |
| Total | 162,918 | 180,526 | 67,802 | 2,633 | 18,629 | 91,462 |
Maturity analysis of leasing obligations is disclosed in Note 33.
| Falling due | ||||||
|---|---|---|---|---|---|---|
| Contingent liabilities | Total | Less than 6 months |
6–12 months | 1–2 years | 2–5 years | |
| Guarantees | 9,865 | 3,000 | 1,500 | 163 | 5,202 | |
| Contractual commitments to acquire property, plant and equipment |
86 | 86 | − | − | − | |
| Total | 9,951 | 3,086 | 1,500 | 163 | 5,202 |
| EUR thousand | Falling due | ||||||
|---|---|---|---|---|---|---|---|
| Financial liabilities | Carrying amount |
Contractual cash flows |
Less than 6 months |
6–12 months | 1–2 years | 2–5 years | |
| Debentures | 75,000 | 84,844 | 1,641 | 1,641 | 3,281 | 78,281 | |
| Loans from financial institutions | 19,106 | 19,688 | 2,575 | 5,629 | 11,484 | − | |
| Finance lease liabilities | 391 | 437 | 66 | 66 | 132 | 173 | |
| Other financial liabilities | 283 | 283 | 283 | − | − | − | |
| Trade payables | 50,248 | 50,248 | 50,248 | − | − | − | |
| Total | 145,028 | 155,500 | 54,812 | 7,336 | 14,897 | 78,454 |
| Falling due | |||||||
|---|---|---|---|---|---|---|---|
| Derivative instruments | Carrying amount |
Contractual cash flows |
Less than 6 months |
6–12 months | 1–2 years | 2–5 years | |
| Currency forward contracts | 327 | ||||||
| Cash inflows (-) | -5,240 | -5,240 | − | − | − | ||
| Cash outflows (+) | 5,540 | 5,540 | − | − | − | ||
| Total | 327 | 300 | 300 | − | − | − |
| Falling due | |||||
|---|---|---|---|---|---|
| Contingent liabilities | Total | Less than 6 months |
6–12 months | 1–2 years | 2–5 years |
| Guarantees | 17,773 | 6,785 | 200 | 163 | 10,625 |
| Contractual commitments to acquire property, plant and equipment |
5,517 | 5,517 | − | − | − |
| Total | 23,290 | 12,302 | 200 | 163 | 10,625 |
Suominen's management of capital aims to support business activities by ensuring the conditions to operate by means of the Group's financial position and capital structure. In addition, the aim is to increase the shareholder value by targeting at a competitive return on invested capital. The capital structure must ensure debt financing of the Group. In the capital management planning process both current and future needs of the business are taken into consideration together with securing the competitive pricing of financing.
The Board of Directors of Suominen monitors the equity ratio and gearing. Gearing is calculated as the ratio between interestbearing net debt to equity. Equity ratio is calculated as the ratio between equity to the total assets adjusted with advance payments received.
The capital structure can be influenced by distributing dividends or other funds and share issues. If there is a need, the Group can buy back own shares or issue new shares as authorized by the general meetings, or decide to sell assets or businesses to reduce liabilities.
The Group's equity ratio was 41.8% (45.3%) percent and gearing was 59.8% (39.6%) on 31 December 2017. Suominen has as a selected supplier -status a Supply Chain Financing program with certain customers. Under the program the trade receivables are sold on a non-recourse basis. The program releases capital employed.
The funding is managed by maintaining good relations with the financial institutions. The cooperation with the banks is built on long-lasting relationships.
Suominen plans to cover the loan amortization needs with its cash flow from operations and if needed, by disposal of noncore business operations and assets.
The Group's loan agreements include covenant terms which are linked to consolidated key figures. If the covenant terms are not fulfilled, negotiations with the lenders will be initiated.
Interest-bearing liabilities of Suominen are presented in Note 17 of the consolidated financial statements.
| Reference | EUR million | 2017 | 2016 |
|---|---|---|---|
| Note 17 | Nominal value of interest-bearing liabilities | 116.0 | 94.5 |
| Note 11 | Interest-bearing receivables | -7.4 | -8.4 |
| Consolidated statement of financial position | Cash and cash equivalents | -27.2 | -29.5 |
| Interest-bearing net debt | 81.4 | 56.6 | |
| Equity | 136.1 | 142.8 | |
| Assets total - advances received | 325.7 | 315.6 | |
| Gearing, % | 59.8 | 39.6 | |
| Equity ratio, % | 41.8 | 45.3 |
EUR thousand
In impairment testing the recoverable amount for the cash generating unit is determined as the value in use. Value in use comprises of the discounted projected future cash flows. Projected cash flows are based on actual performance, annual plans as well as five-year forecasts based on the Group's strategy. The main assumptions of forecasts are always reviewed during the impairment testing. Cash flows in the period beyond the five-year forecasted period are extrapolated using the growth rates for Suominen's business. The key assumptions used in the value in use are sales trend of the cash-generating unit, expense levels and the discount rate used.
The replacement investments needed for maintaining the existing production capacity have been estimated based on the planned depreciation during the useful lives of each asset in the cash-generating unit.
The annual growth rate for Suominen's net sales during the period covered by the forecast (2017–2021) has been estimated at 8.4%. In 2017, Suominen announced of a new strategy covering five years. The new strategy is building on the foundation that was built during the 2012–2014 and 2015–2017 strategy periods. The theme for the 2012–2014 period was to stabilize the company and for the 2015–2017 period to lay foundation for growth. This was supported with the growth investment program, particularly at Alicante, Paulinia and Bethune sites. These investments enable Suominen to produce more products with higher value add at these sites and the new line in Bethune increased also the capacity of the Suominen production platform.
The discount rate has been derived by using targeted capital structure at the time of impairment test. Gearing, or ratio of net debt to equity, is 70%. Cost of capital has been calculated as a weighted average pre-tax rate for equity and debt and taking into the consideration the risk-free rate and risk margins of equity and debt respectively. Discount rate used in the calculation is the weighted average of the risk-free 10-year government bond rates in the countries where Suominen operates.
Impairment testing is based on present estimates of future development at the time of impairment testing. The uncertainty in measuring the values in use is captured by analyzing variations in the amount or timing of cash flows. The element of uncertainty and risk has been accounted for in the discount rates and by taking into consideration experience from previous impairment tests.
The management does not foresee that any eventual changes in the critical assumptions would lead into impairment of goodwill.
| 2017 | 2016 | |
|---|---|---|
| Discount rate | 13.4% | 11.6% |
| Growth in net sales 2018−2021 (2017−2020) | 8.4% | 4.4% |
| Annual terminal growth rate | 1.0% | 1.0% |
| Annual terminal operating profit percentage | 11.0% | 10.9% |
Goodwill represents the excess of the purchase consideration over the fair value of acquired net assets. Goodwill is allocated to those cash generating units which benefit from the acquired net assets as well as from synergies arising from the acquisition. The carrying amount of goodwill is tested at least annually for impairment. If the impairment testing indicates, that the recoverable amount of the cash generating unit which includes goodwill is lower than its carrying amount, an impairment loss of goodwill and of other assets, if applicable, is recognized in the statement of profit or loss. The impairment loss of goodwill will not be reversed during subsequent reporting periods.
Suominen has recognized goodwill from the acquisition of the business operations of Home and Personal business from Ahlstrom in 2011. At the end of the reporting period, the carrying amount of goodwill was EUR 15,495 thousand (EUR 15,495 thousand in 2016). The Group has one operating segment (Nonwovens), which is also a cash generating unit to which goodwill has been allocated in its entirety.
Goodwill is tested annually for possible impairment. The recoverable amounts have been determined based on the assets' value in use which require the use of estimates. The actual cash flows can differ from estimated discounted future cash flows. Uncertainties related to the projected future cash flows include, among others, the long economic useful lives of the assets, the estimated sales prices, production costs and changes in discount rate used in testing.
EUR thousand
Intangible rights include patents, trademarks, software licences as well as customer relations which were identifiable assets at the business combination and are measured at fair value at the acquisition date. Other intangible assets are development and other costs which are directly attributable to the design and testing of identifiable and unique software or similar intangible assets. If an intangible asset is a qualifying asset as defined in IAS 23, i.e. an asset that necessarily takes a substantial period of time to get ready, the borrowing costs are capitalized into the initial acquisition cost of the asset.
Subsequent expenditure on intangible assets is capitalized only if the future economic benefits from the asset exceed the initially planned level. Otherwise the expenditure is recognized as an expense in the statement of profit or loss.
Intangible rights and other intangible assets are recognized in the statement of financial position at their initial acquisition cost less cumulative amortization and impairment losses, if any. They are amortized using planned straight-line amortization during of their estimated useful lives. Intangible assets from acquisition of a subsidiary are stated at their fair values at the date of the acquisition.
Suominen has no other intangible assets than goodwill which have indefinite useful life. Goodwill and intangible assets not yet available for use are tested annually for impairment. Disclosure information of goodwill is presented in Note 5 of the consolidated financial statements.
Other intangible assets are tested for impairment if there are indications that the asset may be impaired. Impairment testing is described in Note 26 of the consolidated financial statements.
Goodwill |
no amortization |
|---|---|
| Intangible rights | 3–13 years |
| Customer relations | 13 years |
| Other intangible assets | 5–10 years |
| Advance payments and | |
| assets under construction | no amortization |
If there is indication of impairment, the carrying amounts of intangible assets are compared with their recoverable amounts. The recoverable amount is the higher of fair value and value in use. Value in use is calculated by discounting the future cash flows arising from the the asset. If the recoverable amount of an asset is lower than the carrying amount, an impairment loss is recognized. Both the amounts and timing of the cash flows are based on management estimates.
Useful lives of intangible assets are based on management's best estimate of the period the asset is expected to be available for use by Suominen. The actual useful life can, however, differ from the expected useful life resulting in adjustment of annual amortization of the asset or in recognizing of an impairment loss.
| Other | Advance payments and |
||||
|---|---|---|---|---|---|
| Intangible | intangible | assets under | |||
| rights | Goodwill | assets | construction | Total 2017 | |
| Acquisition cost 1 January | 13,724 | 15,496 | 7,546 | 3,212 | 39,978 |
| Exchange difference | -43 | − | -159 | 0 | -202 |
| Additions | 139 | − | − | 5,823 | 5,962 |
| Capitalized borrowing costs | − | − | − | 65 | 65 |
| Decreases and disposals | -90 | − | − | -36 | -126 |
| Reclassifications | 1,280 | − | − | -1,350 | -70 |
| Acquisition cost 31 December | 15,010 | 15,496 | 7,386 | 7,714 | 45,606 |
| Accumulated amortization and impairment losses 1 January | -7,348 | − | -2,945 | -56 | -10,349 |
| Exchange difference | 34 | − | 77 | − | 111 |
| Amortization for the reporting period | -1,871 | − | -622 | − | -2,493 |
| Decreases and disposals | 90 | − | − | − | 90 |
| Accumulated amortization and impairment | |||||
| losses 31 December | -9,095 | − | -3,490 | -56 | -12,640 |
| Carrying amount 31 December | 5,915 | 15,496 | 3,896 | 7,660 | 32,966 |
| Advance | |||||
| Other | payments and | ||||
| Intangible | intangible | assets under | |||
| rights | Goodwill | assets | construction | Total 2016 | |
| Acquisition cost 1 January | 11,643 | 15,496 | 7,533 | 1,996 | 36,667 |
| Exchange difference | 46 | − | 90 | 4 | 139 |
| Additions | 158 | − | 12 | 3,016 | 3,185 |
| Capitalized borrowing costs | − | − | − | 115 | 115 |
| Decreases and disposals | − | − | -89 | − | -89 |
| Reclassifications | 1,878 | − | − | -1,918 | -40 |
| Acquisition cost 31 December | 13,724 | 15,496 | 7,546 | 3,212 | 39,978 |
| Accumulated amortization and impairment losses 1 January | -5,587 | − | -2,253 | -56 | -7,896 |
| -30 | − | -65 | − | ||
| Exchange difference | -95 | ||||
| Amortization for the reporting period | -1,731 | − | -627 | − | -2,358 |
| Accumulated amortization and impairment | |||||
| losses 31 December | -7,348 | − | -2,945 | -56 | -10,349 |
| Carrying amount 31 December | 6,375 | 15,496 | 4,600 | 3,158 | 29,629 |
In 2011, EUR 5,979 thousand of the purchase consideration related to the acquisition of Ahlstrom's Home and Personal business was allocated to customer relations. At the end of the reporting period, the carrying amount of these customer relations was EUR 3,143 thousand.
Intangible rights included assets under finance lease. The carrying amount of the leased asset was EUR 0 thousand at the end of the reporting period (EUR 36 thousand) and amortization of the assets during the reporting period was EUR 36 thousand (EUR 31 thousand).
EUR thousand
Property, plant and equipment consist mainly of land, buildings and structures and machinery and equipment. They are recognized in the statement of financial position at their acquisition cost less cumulative depreciation and impairment losses, if any. When an asset consists of major components with different useful lives, they are accounted for as separate items. Assets from acquisition of a subsidiary are stated at their fair values at the date of the acquisition.
When part of an asset in property, plant and equipment is replaced, the cost of the replacement is capitalized and the eventual remaining carrying amount of the replaced asset is derecognized. Other subsequent expenditure is capitalized only if the future economic benefits to the company from the asset are enhanced. Ordinary maintenance and repair charges are expensed as incurred.
Borrowing costs are capitalized as part of the acquisition cost of property, plant and equipment if the assets are qualifying assets as defined in IAS 23 Borrowing Costs.
Depreciation is recognized on a straight-line basis over expected useful lives. Depreciation begins when the asset is available for its intended use. Land is not depreciated since it is deemed to have indefinite useful life.
Gains and losses from the sales and disposals of property, plant and equipment are determined as a difference between the sales price and the carrying amount of the asset and they are recognized as other operating income or expenses.
| no deprecation Land |
|
|---|---|
| Building and constructions | 10–40 years |
| Machinery and equipment | 4–20 years |
| Other intangible assets | 3–5 years |
| Advance payments and assets under construction no deprecation |
If there is indication of impairment, the carrying amounts of property, plant and equipment are compared with their recoverable amounts. The recoverable amount is the higher of fair value and value in use. Value in use is calculated by discounting the future cash flows arising from the the asset. If the recoverable amount of an asset is lower than the carrying amount, an impairment loss is recognized. Both the amounts and timing of the cash flows are based on management estimates.
Useful lives of property, plant and equipment are based on management's best estimate of the period the asset is expected to be available for use by Suominen. The actual useful life can, however, differ from the expected useful life resulting in adjustment of annual depreciation of the asset or in recognizing of an impairment loss.
| Land | Buildings and constructions |
Machinery and equipment |
Other tangible assets | Advance payments and assets under construction |
Total 2017 | |
|---|---|---|---|---|---|---|
| Acquisition cost 1 January | 3,993 | 46,810 | 173,026 | 470 | 57,252 | 281,552 |
| Exchange difference | -469 | -2,310 | -11,883 | -2 | -6,760 | -21,423 |
| Additions | − | − | 694 | − | 28,361 | 29,054 |
| Capitalized borrowing costs | − | − | − | − | 2,164 | 2,164 |
| Capitalized cash flow hedges | − | − | − | − | -35 | -35 |
| Decreases and disposals | − | -33 | -217 | − | − | -250 |
| Reclassifications | − | 14,832 | 62,607 | 20 | -77,388 | 70 |
| Acquisition cost 31 December | 3,524 | 59,298 | 224,227 | 487 | 3,594 | 291,132 |
| Accumulated depreciation and impairment losses 1 January | − | -29,953 | -115,451 | -445 | -193 | -146,042 |
| Exchange difference | − | 734 | 7,407 | 1 | 23 | 8,166 |
| Decreases and disposals | − | 33 | 217 | − | − | 250 |
| Depreciation for the reporting period | − | -1,918 | -14,935 | -4 | − | -16,857 |
| Accumulated depreciation and impairment losses 31 December | − | -31,104 | -122,762 | -448 | -170 | -154,483 |
| Carrying amount 31 December | 3,524 | 28,194 | 101,465 | 41 | 3,424 | 136,649 |
| Land | Buildings and constructions |
Machinery and equipment |
Other tangible assets | Advance payments and assets under construction |
Total 2016 | |
| Acquisition cost 1 January | 3,479 | 44,819 | 159,327 | 467 | 16,581 | 224,674 |
| Exchange difference | 513 | 1,288 | 4,464 | 3 | 754 | 7,022 |
| Additions | − | 53 | 1,215 | − | 47,801 | 49,069 |
| Capitalized borrowing costs | − | − | − | − | 1,139 | 1,139 |
| Capitalized cash flow hedges | − | − | − | − | -188 | -188 |
| Decreases and disposals | − | − | -36 | − | − | -36 |
| Reclassifications | − | 649 | 8,056 | − | -8,834 | -129 |
| Acquisition cost 31 December | 3,993 | 46,810 | 173,026 | 470 | 57,252 | 281,552 |
| Carrying amount of production machinery and equipment 54,221 99,463 |
||
|---|---|---|
Contractual commitments to acquire property, plant and equipment are presented in Note 33.
Machinery and equipment include assets under finance lease acquired during the reporting period. The carrying amount of the leased assets was EUR 266 thousand (EUR 383 thousand) at
2017 2016
Accumulated depreciation and impairment losses 1 January − -27,822 -98,297 -437 -187 -126,744 Exchange difference − -442 -2,877 -1 -6 -3,327 Decreases and disposals − − 36 − − 36 Reclassifications − -1 154 − − 154 Depreciation for the reporting period − -1,689 -14,467 -6 − -16,162 Accumulated depreciation and impairment losses 31 December − -29,953 -115,451 -445 -193 -146,042 Carrying amount 31 December 3,993 16,857 57,574 26 57,059 135,510
the end of the reporting period and depreciation of the assets during the reporting period was EUR 117 thousand (EUR 88 thousand).
| Company | Domicile | Ownership, % | Owned by parent company |
|---|---|---|---|
| Suominen Corporation | Helsinki, Finland | ||
| Suominen Nonwovens Ltd. | Nakkila, Finland | 100% | x |
| Mozzate Nonwovens S.r.l. | Mozzate, Italy | 100% | x |
| Cressa Nonwovens S.r.l. | Mozzate, Italy | 100% | |
| Suominen Spain Holding, S.A.U. | Alicante, Spain | 100% | x |
| Alicante Nonwovens S.A.U. | Alicante, Spain | 100% | |
| Suominen US Holding, Inc. | Delaware, USA | 100% | x |
| Bethune Nonwovens, Inc. | Bethune, South Carolina, USA | 100% | |
| Green Bay Nonwovens, Inc. | Green Bay, Wisconsin, USA | 100% | |
| Windsor Locks Nonwovens, Inc. | Windsor Locks, Connecticut, USA | 100% | |
| Suominen Brasil Indústria e Comercio de Não-Tecidos Ltda. | Paulínia, Brazil | 100% | x |
Suominen Italy Holding S.r.l. merged into its subsidiary Mozzate Nonwovens S.r.l. on 1 September 2017.
EUR thousand
| Inventories | 2017 | 2016 |
|---|---|---|
| Raw materials and consumables | 24,866 | 20,126 |
| Work in progress | 3,168 | 3,400 |
| Finished goods | 15,884 | 19,104 |
| Advance payments for inventory | 323 | − |
| Total inventories | 44,241 | 42,631 |
| Write-down of inventory Reversals of write-down of inventory |
-1,044 196 |
-675 221 |
| Inventories recognized as expense during the period |
-319,590 | -306,318 |
EUR thousand
| 2017 | 2016 | |
|---|---|---|
| Carrying amount 1 January | 777 | 777 |
| Carrying amount 31 December | 777 | 777 |
Available-for-sale assets consist of unlisted shares. At the disposal of its Flexibles business unit Suominen acquired shares in Bright Maze Oy. The ownership represents 19.9% of shares and votes in Bright Maze Oy.
Definition of available-for-sale assets is disclosed in Note 12 of the consolidated financial statements.
Cost of inventories is measured using the FIFO (first-in-firstout) principle or weighted average cost. The value of inventory includes all direct and indirect costs associated with purchase. The cost of manufactured products includes the cost of materials, direct labour and other direct costs, including general manufacturing overheads. The cost of inventories excludes sales, administration and financing costs. Borrowing costs are not capitalized in inventory.
Inventories are valued at lower of cost or the probable net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale.
Obsolete items in inventories are written down.
Inventories recognized as expense during the period are included in cost of goods sold in the statement of profit or loss.
Measurement of inventories includes some management estimates. Inventories are measured at lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Net realizable value is used in testing the recoverable amount of inventories in order to avoid the inventories being carried in excess of the amount expected to be realized from their sale or use.
EUR thousand
| Non-current receivables | 2017 | 2016 |
|---|---|---|
| Loan receivables | 3,072 | 6,836 |
| Other non-current receivables | 1,744 | 2,524 |
| Total non-current receivables | 4,815 | 9,360 |
| Current receivables | ||
| Trade receivables | 57,560 | 53,946 |
| Loan receivables | 4,337 | 1,550 |
| Other current receivables | 1,535 | 1,662 |
| Prepaid expenses and accrued income | 2,701 | 5,612 |
| Total current receivables | 66,134 | 62,770 |
Prepaid expenses and accrued income consist mainly of accruals of financial items, accruals related to sales and other accruals. Other receivables, both non-current and current, include, among others, receivables related to indirect taxes.
Prepaid expenses and accrued income related to derivative instruments are disclosed in more detail in Note 19 of the consolidated financial statements.
Credit quality of other receivables is based on the debtors' payment history. Other receivables are not past due nor impaired.
At the disposal of the Flexibles business in 2014 it was agreed, that part of the consideration depends on the result of the sold business incurred after the disposal. This receivable is presented in other non-current receivables and it is measured at fair value through profit or loss.
At the disposal of the Flexibles business in 2014 Suominen Corporation granted two loans to Bright Maze Oy, the acquiree: Vendor Loan Note and Subordinated Loan Note. The accrued interests of both loans are capitalized annually in December.
The interest rate of the Vendor Loan Note is 6% p.a. and it is has been repaid semiannually as from June 2015. The loan matures on 31 December 2018. The security for the loan includes some receivables of Bright Maze Oy, shares in Amerplast Oy as well as a mortgage over Bright Maze Oy.
The interest rate ot the Subordinated Loan Note is 9% p.a. and it is fully repaid at its maturity on 31 July 2024. The Subordinated Loan is not secured and it is the last in the ranking order. Prior to the maturity, Suominen has the right to convert the loan into equity at its sole discretion.
Should the ownership structure of Bright Maze Group change materially, both loan receivables with the accrued and capitalized interest will be repaid prematurely. The debtor may repay the loans at any time.
Each loan receivable is individually analyzed for a possible impairment loss. These analyses are based on the financial position and future cash flows of the debtor. Debtors have no external credit rating.
These loan receivables are measured at amortized cost, and at the end of the reporting period the carrying amounts of both loan receivables equal their fair values.
Measurement of trade receivables is described in Note 12 of the consolidated financial statements.
Suominen has with a "selected supplier" status a Supply Chain Financing Program with certain customers. In accordance with the program, trade receivables are sold so that the contractual rights to receive the cash flows from the trade receivables cease.
Historically Suominen has had minimal realized credit losses. During the reporting period 2017 Suominen updated its recognition principles for impairment losses of trade recevaibles, which led into a larger bad debt provision than in the previous years. During the reporting period 2016 Suominen recognized an unexceptionally large bad debt provision arising from trade receivables from Venezuelan customers.
| Ageing analysis of trade receivables | 2017 | 2016 |
|---|---|---|
| Not due | 50,844 | 48,148 |
| Overdue | ||
| Less than 5 days | 2,388 | 2,371 |
| 5–30 days | 3,024 | 2,939 |
| 31–120 days | 1,243 | 329 |
| More than 120 days | 485 | 516 |
| Total overdue | 7,140 | 6,156 |
| Total | 57,985 | 54,304 |
| Allowance account | -424 | -358 |
| Carrying amount of trade receivables | 57,560 | 53,946 |
| Allowance account 31 December | -424 | -358 |
|---|---|---|
| Charge for the year | -111 | -318 |
| Utilized | 0 | 85 |
| Exchange difference | 44 | -40 |
| Allowance account 1 January | -358 | -85 |
| Impairment losses of trade receivables | ||
|---|---|---|
| during the period, net | -110 | -318 |
| Total | 57,560 | 53,946 |
|---|---|---|
| Other currencies | 199 | 648 |
| BRL | 3,347 | 3,350 |
| USD | 18,424 | 20,941 |
| EUR | 35,590 | 29,007 |
Measurement of trade and loan receivables includes some management estimates. If the management estimates that the carrying amount of a trade or loan receivable exceeds its fair value, an impairment loss is recognized. For example payment defaults or late payments can be considered as indications of impairment of the receivable.
EUR thousand
| Fair value through profit or loss |
Loans and receivables |
Available-for sale assets |
Derivatives, hedge accounting applied |
Carrying amount |
Fair value | |
|---|---|---|---|---|---|---|
| Available-for-sale assets | − | − | 777 | − | 777 | 777 |
| Other non-current receivables | 214 | − | − | − | 214 | 214 |
| Loan receivables | − | 7,409 | − | − | 7,409 | 7,409 |
| Trade receivables | − | 57,560 | − | − | 57,560 | 57,560 |
| Interest and other financial receivables |
− | 670 | − | − | 670 | 670 |
| Derivative receivables | 24 | − | − | − | 24 | 24 |
| Cash and cash equivalents | − | 27,240 | − | − | 27,240 | 27,240 |
| Total 31 December 2017 | 238 | 92,880 | 777 | − | 93,894 | 93,894 |
Other non-current receivables include a contingent consideration of EUR 214 thousand (EUR 501 thousand) arising from the disposal of the Flexibles business in 2014.
| Fair value through profit or loss |
Loans and receivables |
Available-for sale assets |
Derivatives, hedge accounting applied |
Carrying amount |
Fair value | |
|---|---|---|---|---|---|---|
| Available-for-sale assets | − | − | 777 | − | 777 | 777 |
| Other non-current receivables | 501 | − | − | − | 501 | 501 |
| Loan receivables | − | 8,386 | − | − | 8,386 | 8,386 |
| Trade receivables | − | 53,946 | − | − | 53,946 | 53,946 |
| Interest and other financial receivables |
− | 869 | − | − | 869 | 869 |
| Derivative receivables | 30 | − | − | 43 | 73 | 73 |
| Cash and cash equivalents | − | 29,522 | − | − | 29,522 | 29,522 |
| Total 31 December 2016 | 530 | 92,723 | 777 | 43 | 94,072 | 94,072 |
Financial assets have been classified as financial assets at fair value through profit or loss, loans and receivables and availablefor-sale assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of the financial assets at initial recognition of the asset.
Trade day accounting is applied to regular purchases and sales of financial assets. Financial assets, which are not measured at fair value through profit or loss are initially recognized at fair value with transaction costs. Financial assets at fair value through profit or loss are initially recognized at fair value and transaction costs are recognized as expenses in the statement of profit or loss. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred to an external party and the Group has transferred substantially all the risks and rewards related to the ownership of the assets to an external party. Available-for-sale assets and assets at fair value through profit or loss are subsequently measured at fair value. Loans and receivables are measured at amortized cost using the effective interest method.
Financial assets at fair value through profit or loss are financial assets held for trading or assets which are initially classified as assets at fair value through profit of loss. A financial asset is classified at fair value through profit or loss if it has been acquired principally for the purpose of selling it in the near future. Derivatives for which hedge accounting is not applied are classified as held for trading.
Other non-current receivables measured at fair value through profit or loss are contingent sales considerations. The fair value of the receivables is based on estimated repayments in accordance with the terms of the agreement.
Gains or losses arising from changes in the fair value of assets at fair value through profit or loss are recognized in the statement of profit or loss either in other operative income and expenses or in financial items, depending on the nature of the asset.
Loans and receivables are non-derivative financial assets with fixed or determinable payments and which are not quoted in an active market. They are included in current assets, except if they mature after more than 12 months after the end of the reporting period, in which case they are classified as non-current assets. The Group's loans and receivables include loan receivables, trade and other receivables and cash and cash equivalents.
Each loan receivable is individually analyzed for a possible impairment loss. These analyses are based on the financial position and future cash flows of the debtor. Loan receivables are measured at amortized cost, and at the end of the reporting period the carrying amounts of loan receivables equal their fair values.
Trade receivables are carried at the original invoice amount less an estimate made for doubtful receivables. Estimate made for doubtful receivables is based on a periodic review of all outstanding amounts. For example payment defaults or late payments are considered as indications of impairment of the receivable. Impairment losses of trade receivables are recorded in a separate allowance account within trade receivables, and the impairment losses are recognized in profit or loss as other
operating expenses. If the impairment loss is final, the trade receivable is derecognized from the allowance account. If a payment is later received from the impaired receivable, the received amount is recognized in profit or loss as a deduction of other operating expenses. If no impairment loss has been recognized in the allowance account and the impairment loss of the trade receivable is found to be final, impairment loss is recognized directly as deduction of trade receivables. The maximum credit risk arising from trade receivables equals the carrying amount of the trade receivables. Due to the short maturity the trade receivables are not discounted.
Cash and cash equivalents comprise cash and other financial assets, if any. Other financial assets are highly liquid investments with remaining maturities at the date of acquisition of three months or less. Bank overdrafts are included in current interestbearing liabilities.
The carrying amounts of other receivables and cash and cash equivalents equal their fair values.
Available-for-sale assets are non-derivatives which are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose them within 12 months from the end of the reporting period. At the end of the reporting period Suominen held only non-current available-for-sale assets.
Changes in the fair value of available-for-sale assets, net of tax, are recognized in other comprehensive income. When available-for-sale assets are sold or an impairment loss is recognized, the cumulative fair value changes recognized in other comprehensive income are reclassified from equity to statement of profit or loss. Interest income on available-forsale assets, calculated with the effective interest method, is recognized in financial items in the statement of profit or loss.
The Group assesses at the end of the reporting period whether there is objective evidence that an asset or a group of assets classified as available-for-sale is impaired. If the fair value of equity instruments classified as available-for-sale is significantly or has been for a prolonged period lower than the acquisition cost, it is considered as an indicator of impairment. The impairment loss is measured as the difference between the acquisition cost and the fair value, less any impairment loss on the asset previously recognized in profit or loss. The impairment loss is recognized in the statement of profit or loss.
The fair values of quoted securities are based on closing prices of the securities at the end of the reporting period. If there is no active market for the asset or if the securities are unlisted, the Group measures fair value with valuation techniques. If there is no asset-specific data available from transactions between independent parties, the fair values used for the asset are either the present value of discounted cash flows arising from the asset or fair values other instruments which are substantially identical than the asset. Some unlisted equity instruments are presented in the statement of financial position at acquisition cost less impairment losses, if any.
Disclosure information on derivative instruments is presented in Note 19 of the consolidated financial statements.
EUR thousand
| Financial assets at fair value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| Other non-current receivables | − | − | 214 |
| Available-for-sale assets | − | − | 777 |
| Currency derivatives | − | 24 | − |
| Total in 2017 | − | 24 | 990 |
| Fair value hierarchy in 2016 | |||
| Financial assets at fair value | |||
| Other non-current receivables | − | − | 501 |
| Available-for-sale assets | − | − | 777 |
| Currency derivatives | − | 43 | − |
| Electricity derivatives | − | 30 | − |
| Total in 2016 | − | 73 | 1,277 |
| Financial liabilities at fair value | |||
| Other current liabilities | − | − | 253 |
| Currency derivatives | − | 327 | − |
| Total in 2016 | − | 327 | 253 |
| Financial assets at fair value | |
|---|---|
| Total 1 January 2016 | 1,590 |
| Settlements | -313 |
| Total 31 December 2016 | 1,277 |
| Settlements | -287 |
| Total 31 December 2017 | 990 |
| Total 1 January 2016 | 630 |
|---|---|
| Settlements | -362 |
| Recognized in profit or loss | -15 |
| Total 31 December 2016 | 253 |
| Settlements | -253 |
| Total 31 December 2017 | − |
Items recognized in profit or loss have been recognized in financial items.
There were no transfers in the fair value measurement hierachy levels during the reporting periods.
Fair values in Level 1 are based on quoted prices (unadjusted) in active markets for identifical assets or liabilities.
The fair value for financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is applicable and rely as little as possible on entity specific estimates. If all significant inputs required to measure the fair value of an instrument are observable, the instrument is included in Level 2.
Fair values for electricity forward contracts were determined by using the quoted forward prices in Nordpool for the same period and discounting them with relevant interest rates to the end of the reporting period.
Fair values for currency forward contracts are determined by using the spot rates and relevant swap points based on interest rate differences at the end of the reporting period.
The fair values of financial instruments on Level 3 are based on related inputs, which are not based on observable market information but significantly on management estimates which are used in generally accepted valuation methods.
The fair value of the shares in Bright Maze Oy on Level 3 is measured using an EBITDA multiplier and a comparable data analysis. The fair valued of other available-for-sale assets is the acquisition cost less impairment losses, if any.
EUR thousand
| 2017 | Exchange differences |
Fair value and other reserves |
Retained earnings |
Total |
|---|---|---|---|---|
| Profit for the period | − | − | 14,478 | 14,478 |
| Exchange differences | -17,083 | − | − | -17,083 |
| Income tax on exchange differences | 1,319 | − | − | 1,319 |
| Fair value changes, cash flow hedges | − | 267 | − | 267 |
| Fair value changes, cash flow hedges, income taxes | − | 11 | − | 11 |
| Cash flow hedges, reclassified to profit or loss | − | 13 | − | 13 |
| Cash flow hedges, reclassified to profit or loss, income taxes | − | -3 | − | -3 |
| Cash flow hedges, reclassified to property, plant and equipment | − | -35 | − | -35 |
| Defined benefit plans, remeasurements | − | − | 15 | 15 |
| Defined benefit plans, remeasurement, income taxes | − | − | -4 | -4 |
| Total comprehensive income | -15,764 | 254 | 14,489 | -1,022 |
The exchange differences arising from translating the statements of profit or loss, statements of comprehensive income and statements of financial position into euro using the different exchange rates are recognized as other comprehensive income and included in equity as cumulative exchange difference. Exchange differences arising from the translation of the net investments in foreign subsidiaries in non-euro area are also recognized in other comprehensive income and included in equity as cumulative exchange difference.
Some loans granted to the subsidiaries are in substance part of a net investment in the subsidiary, as settlement of the loan is not likely to occur in the foreseeable future. The exchange differences arising from those loans are recognized in other comprehensive income and exchange differences in equity.
| 2016 | Exchange differences |
Fair value and other reserves |
Retained earnings |
Total |
|---|---|---|---|---|
| Profit for the period | − | − | 15,233 | 15,233 |
| Exchange differences | 7,881 | − | − | 7,881 |
| Income tax on exchange differences | -365 | − | − | -365 |
| Fair value changes, cash flow hedges | − | 245 | − | 245 |
| Fair value changes, cash flow hedges, income taxes | − | -22 | − | -22 |
| Cash flow hedges, reclassified to profit or loss | − | 116 | − | 116 |
| Cash flow hedges, reclassified to profit or loss, income taxes | − | -23 | − | -23 |
| Cash flow hedges, reclassified to property, plant and equipment | − | -188 | − | -188 |
| Defined benefit plans, remeasurements | − | − | -110 | -110 |
| Defined benefit plans, remeasurement, income taxes | − | − | 16 | 16 |
| Total comprehensive income | 7,516 | 128 | 15,140 | 22,784 |
The registered share capital of Suominen Corporation totals EUR 11,860,056. The number of Suominen's registered shares on 31 December 2017 was 58,259,219 shares. The number of shares increased in the reporting period in total by 6,593,577 shares, due to the share conversions of the hybrid bond notes and accrued interests. The conversion of the hybrid bond into shares has been recorded into the reserve for invested unrestricted equity.
The Annual General Meeting of Suominen Corporation held on 16 March 2016 decided to reduce the number of shares in the company without reducing share capital in a reverse share split procedure pursuant to the Chapter 15, Section 9 of the Limited Liability Companies Act (624/2005) so that each five shares shall be merged as one share.
Before the reverse share split in 2016, Suominen Corporation had in total 252,425,616 shares. After the reverse share split, the total number of shares in Suominen Corporation was 51,216,232. The new number of shares was registered with the Trade Register on 22 March 2016 and trading with the merged shares commenced on the same day. The reverse split did not have an impact on the treasury shares held by Suominen (913,886 shares at the date of the reverse split).
Suominen has one series of shares. Each share has one vote in the General Meeting of the shareholders and all the shares have equal rights to dividend or other distribution of equity. Suominen share has no nominal value. Suominen Corporation shares are listed on Nasdaq Helsinki Ltd.
The treasury shares acquired by Suominen and the related costs are presented as deductions of equity. At disposal of acquired treasury shares the consideration received is recognized in equity. In accordance with the Limited Liability Companies Act, treasury shares do not entitle to shareholder rights, such as right to receive dividend or other distribution of funds, or right to attend General Meeting.
At the end of the reporting period Suominen held 876,280 treasury shares. In accordance with the resolution by the Annual General Meeting, 16,807 shares were transferred on 2 June 2017 to the members of the Board of Directors as their remuneration payable in shares.
The share ownership of related parties in Suominen is disclosed in Note 32 of the consolidated financial statements.
The share-based incentive plans are described in Note 29 of the consolidated financial statements.
Suominen has no option plans.
The number of Suominen Corporation shares traded on Nasdaq Helsinki from 1 January to 31 December 2017 was 5,405,584 shares (13,611,634 shares), accounting for 10.4% (27.0%) of the average number of shares (excluding treasury shares). The highest price was EUR 5.22 (EUR 6.20), the lowest EUR 3.86 (EUR 3.49) and the volume-weighted average price EUR 4.53 (EUR 4.24). The closing price at the end of reporting period was EUR 4.42 (EUR 4.14). The market capitalization (excluding treasury shares) was EUR 253.6 million on 31 December 2017 (EUR 210.2 million).
Changes in number of shares
| Number of shares 1 January 2016 (* | 51,216,232 |
|---|---|
| Conversions of the hybrid bond | 449,410 |
| Number of shares 31 December 2016 | 51,665,642 |
| Conversions of the hybrid bond | 6,593,577 |
| Number of shares 31 December 2017 | 58,259,219 |
| Number of shares 1 January 2016 (* | 913,886 |
|---|---|
| Conveyance of treasury shares, reward for the Board of Directors | -20,799 |
| Number of treasury shares 31 December 2016 | 893,087 |
| Conveyance of treasury shares, reward for the Board of Directors | -16,807 |
| Number of shares 31 December 2017 | 876,280 |
(* Adjusted to reflect the effect of the reverse share split.
| Number of shares | 31 December 2017 | 31 December 2016 |
|---|---|---|
| Number of shares excluding treasury shares | 57,382,939 | 50,772,555 |
| Share-issue adjusted number of shares excluding treasury shares | 57,382,939 | 50,772,555 |
| Average number of shares excluding treasury shares | 52,145,416 | 50,343,806 |
| Average share-issue adjusted number of shares excluding treasury shares | 52,145,416 | 50,343,806 |
| Average diluted share-issue adjusted number of shares excluding treasury shares | 57,798,395 | 58,024,756 |
On 2 June 2017, Oy Etra Invest Ab (a company under the controlling power of Mr. Erkki Etola) notified Suominen that its shareholding in the company will cross the 10% flagging threshold due to the conversion of the bond notes and accrued interests of the hybrid bond issued by Suominen Corporation into Suominen shares.
Suominen Corporation received on 12 December 2017 a notification referred to in Chapter 9, Section 5 of the Securities Market Act. According to the notification, the shareholding of AC Invest Two BV (a group company of Ahlström Capital) in Suominen Corporation fell below the 25% flagging threshold. The shareholding of AC Invest Two BV in Suominen decreased from 25.92% to 23.95%. The decrease in the ownership was due to the increase in the number of Suominen share in connection with the conversion of Suominen's hybrid bond notes into new Suominen shares. Due to the conversion, the number of shares and votes in Suominen Corporation increased to 58,259,219. The number of shares owned by AC Invest Two BV remained unchanged.
| Shareholder | Number of shares | % of shares and votes |
|---|---|---|
| AC Invest Two BV | 13,953,357 | 23.95% |
| Oy Etra Invest Ab | 5,909,167 | 10.14% |
| Varma Mutual Pension Insurance Company | 4,500,000 | 7.72% |
| Ilmarinen Mutual Pension Insurance Company | 4,071,892 | 6.99% |
| Nordea Bank Finland Plc | 3,219,884 | 5.53% |
| Pension Insurance Company Elo | 3,024,651 | 5.19% |
| OP-Suomi Arvo Investment Fund | 1,976,760 | 3.39% |
| Nissi Evald and Hilda | 1,000,000 | 1.72% |
| Heikki Bergholm | 998,417 | 1.71% |
| Mandatum Life Insurance Company | 963,475 | 1.65% |
| Nordea Nordic Small Cap Fund | 937,152 | 1.61% |
| H.Kuningas & Co. Ltd | 920,081 | 1.58% |
| Nordea Life Assurance Finland Ltd | 837,000 | 1.44% |
| Mikko Maijala | 829,098 | 1.42% |
| Juhani Maijala | 794,026 | 1.36% |
| 15 largest total | 43,934,960 | 75.41% |
| Other shareholders | 9,589,312 | 16.46% |
| Nominee registered | 3,854,618 | 6.62% |
| Treasury shares | 876,280 | 1.50% |
| In joint account (not in the book-entry securities system) | 4,049 | 0.01% |
| Total | 58,259,219 | 100.00% |
| Number of shareholders | % of total | Number of shares | % of shares and votes | |
|---|---|---|---|---|
| Corporations | 168 | 4.1% | 11,290,183 | 19.38% |
| Financial and insurance corporations | 11 | 0.3% | 5,846,598 | 10.04% |
| General government | 6 | 0.1% | 12,986,881 | 22.29% |
| Non-profit institutions | 18 | 0.4% | 1,505,211 | 2.58% |
| Households | 3,913 | 94.6% | 7,732,727 | 13.27% |
| Foreign countries | 20 | 0.5% | 14,162,672 | 24.31% |
| Total | 4,136 | 100.0% | 53,524,272 | 91.87% |
| Nominee registered | 9 | 3,854,618 | 6.62% | |
| In joint account (not in the book-entry securities system) | 4,049 | 0.01% | ||
| Treasury shares | 1 | 876,280 | 1.50% | |
| Total | 4,146 | 58,259,219 | 100.00% |
| Number of shares | Number of shareholders | % of total | Number of shares | % of shares and votes |
|---|---|---|---|---|
| 1–100 | 1,201 | 29.0% | 56,445 | 0.10% |
| 101–500 | 1,493 | 36.0% | 401,950 | 0.69% |
| 501–1,000 | 590 | 14.2% | 456,738 | 0.78% |
| 1,001–5,000 | 633 | 15.3% | 1,387,909 | 2.38% |
| 5,001–10,000 | 99 | 2.4% | 725,331 | 1.25% |
| 10,001–50,000 | 76 | 1.8% | 1,666,096 | 2.86% |
| 50,001–100,000 | 14 | 0.3% | 1,100,822 | 1.89% |
| 100,001–500,000 | 19 | 0.5% | 4,511,252 | 7.74% |
| more than 500,000 | 20 | 0.5% | 47,072,347 | 80.80% |
| Total | 4,145 | 100.0% | 57,378,890 | 98.49% |
| In joint account (not in the book-entry securities system) | 4,049 | 0.01% | ||
| Treasury shares | 1 | 876,280 | 1.50% | |
| Total | 4,146 | 58,259,219 | 100.00% |
Suominen issued on 10 February 2014 a convertible hybrid bond of EUR 17,500,000 to finance the acquisition of the nonwovens operations in Brazil. The bond consisted of 175 bond notes, each having the nominal value of EUR 100,000. The bond did not have a guarantee or other collateral.
A bond note entitled the bondholder to convert the bond note and the potential accrued interest for shares in Suominen at the conversion rate of EUR 2.50 per share (conversion rate changed due to the reverse share split in 2016). The period for converting started on 11 February 2014 and would have ended on 10 February 2018. In 2017 in total EUR 16.5 million of the bond principal and accrued interests were converted into shares. The number of shares in Suominen increased through the conversion by 6,593,577 shares. At the end of the reporting period, the hybrid bond was in its entirety converted into shares.
The value of the shares issued through conversion of the hybrid bond was recognized in the reserve for invested unrestricted equity, which increased in 2017 thanks to the conversion by EUR 16.5 million.
In accordance with the terms of the hybrid bond, if Suominen distributes dividend before 10 February 2018, the bondholders are entitled to a compensation equaling to the dividend. The compensation will be paid the same date as the dividend, and the paid compensation will be deducted from the interests accrued or to be accrued. The compensation deducted from interests accrued or to be accrued will decrease the amount of interests capitalized as principal of the bond and thus the number of shares to be converted with the bond. In 2017, interests totaling EUR 0.6 million were paid due to dividend distribution.
| Hybrid bond 1 January 2016 | 16,840 |
|---|---|
| Capitalization of interests | 616 |
| Conversion into shares | -1,119 |
| Hybrid bond 31 December 2016 | 16,337 |
| Capitalization of interests | 285 |
| Conversion into shares | -16,622 |
| Hybrid bond 31 December 2017 | − |
In accordance with IAS 32, the hybrid bond of Suominen was classified as an equity instrument instead of a financial liability as the interest and loan payments were fully controlled by the company and payments were not connected to any other loans. The hybrid bond was initially recognized at amortized cost. The accrued interests were capitalized and recognized in the retained earnings in the consolidated financial statements.
EUR thousand
In September 2017, Suominen Corporation announced issuance of an unsecured bond with a nominal value of EUR 85 million and which carries a fixed annual interest of 2.50% and matures on 3 October 2022. The bond has been listed on Nasdaq Helsinki Ltd. since 10 October 2017. The bond constitutes a direct and unsecured obligation of Suominen and it is guaranteed as for own debt by certain subsidiaries of Suominen Corporation.
In September 2017, Suominen Corporation also announced a voluntary tender offer for its EUR 75 million bond. As a result of the tender offer, in total EUR 59,270,000 of the bond notes were repurchased. In addition, some of the terms and conditions of the remaining bonds were changed in the Noteholders' meeting.
In connection with issuing the bond, Suominen entered into a syndicated credit facility agreement consisting of a singlecurrency revolving credit facility of EUR 100 million with a maturity of four years. The new bank facility includes leverage ratio and gearing as financial covenants. The credit facility has floating interest rates and it replaced previous syndicated credit facilities agreement of Suominen totalling EUR 55 million.
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| Carrying amount |
Fair value |
Nominal value |
Carrying amount |
Fair value |
Nominal value |
||
| Non-current interest-bearing liabilities | |||||||
| Loans from financial institutions | − | − | − | 11,294 | 11,294 | 11,294 | |
| Finance lease liabilities | 162 | 162 | 162 | 280 | 280 | 280 | |
| Debentures | 95,192 | 102,647 | 100,730 | 75,000 | 78,503 | 75,000 | |
| Total | 95,354 | 102,809 | 100,892 | 86,574 | 90,076 | 86,574 | |
| Current interest-bearing liabilities | |||||||
| Current part of non-current loans from financial institutions |
− | − | − | 7,812 | 7,812 | 7,812 | |
| Current loans from financial institutions | 15,000 | 15,000 | 15,000 | − | − | − | |
| Finance lease liabilities | 118 | 118 | 118 | 111 | 111 | 111 | |
| Total | 15,118 | 15,118 | 15,118 | 7,923 | 7,923 | 7,923 | |
| Total | 110,472 | 117,927 | 116,010 | 94,497 | 97,999 | 94,497 |
It is the opinion of Suominen that presenting interest-bearing liabilities not only at amortized cost but also at nominal value gives relevant additional information to the investors.
| Total interest-bearing liabilities at the beginning of the period 94,497 96,862 Current liabilities at the beginning of the period 7,923 3,363 Repayment of current liabilities, cash flow items -27,264 -3,359 Drawdown of current liabilities, cash flow items 25,000 − Drawdown of current liabilities, non-cash flow items − 102 Reclassification from non-current liabilities 11,412 7,899 Exchange rate difference -1,953 -84 Current liabilities at the end of the period 15,118 7,923 Non-current liabilities at the beginning of the period 11,574 18,498 Drawdown of non-current liabilities, non-cash flow items − 368 Reclassification to current liabilities -11,412 -7,899 Exchange rate difference − 607 Non-current liabilities at the end of the period 162 11,574 Debentures at the beginning of the period 75,000 75,000 Issuance of the new debenture bond, cash flow items 25,730 − Periodization of debenture to amortized cost, non-cash flow items -348 − Tender and issuance costs of the debentures, cash flow items -5,190 − Debentures at the end of the period 95,192 75,000 Total interest-bearing liabilities at the end of the period 110,472 94,497 Maturity of interest-bearing liabilities 2018 (2017) 15,118 7,923 2019 (2018) 15,708 11,412 2020 (2019) 67 75,078 2021 (2020) 17 67 2022− (2021−) 79,563 17 Total 110,472 94,497 Interest-bearing liabilities by currency EUR 110,472 75,391 USD − 19,106 Total 110,472 94,497 |
2017 | 2016 |
|---|---|---|
| Future minimum lease payments, maturing in | 2017 | 2016 |
|---|---|---|
| Not later than 1 year | 132 | 132 |
| Later than 1 year and not later than 5 years | 173 | 305 |
| Later than 5 years | − | − |
| Total future minimum lease payments | 305 | 437 |
| Future finance expense | -25 | -46 |
| Present value of future minimum lease payments | 280 | 391 |
| Present value of future minimum lease payments, maturing in | ||
| Not later than 1 year | 118 | 111 |
| Later than 1 year and not later than 5 years | 162 | 280 |
| Later than 5 years | − | − |
| Present value of future minimum lease payments | 280 | 391 |
Interest-bearing financial liabilities are recognized initially at fair value. Interest-bearing financial liabilities are subsequently recognized at amortized cost using the effective interest method.
Fees paid on loan facilities are recognized as transaction costs of the loan to the extent that it is probable that the facility will be drawn down. In this case, the fee is recognized in the statement of financial position until the draw-down of the loan occurs, and it is recognized in profit or loss over the loan period. If it is not probable that the loan facility will be utilized, the fee will be immediately recognized in profit or loss.
Listed debentures are initially recognized at fair value, net of transaction costs. Debentures are subsequently recognized at amortized cost using the effective interest method. The fair value of a listed debenture is measured using the market price at the end of the reporting period.
EUR thousand
| Fair value through profit or loss |
At amortized cost |
Derivatives, hedge accounting applied |
Carrying amount |
Fair value Nominal value | ||
|---|---|---|---|---|---|---|
| Loans from financial institutions | − | 15,000 | − | 15,000 | 15,000 | 15,000 |
| Debentures | − | 95,192 | − | 95,192 | 102,647 | 100,730 |
| Finance lease liabilities | − | 280 | − | 280 | 280 | 280 |
| Interest accruals | − | 736 | − | 736 | 736 | 736 |
| Other current liabilities | − | 301 | − | 301 | 301 | 301 |
| Trade payables | − | 52,145 | − | 52,145 | 52,145 | 52,145 |
| Total 31 December 2017 | − | 163,654 | − | 163,654 | 171,109 | 169,192 |
Financial liabilities are classified as current liabilities if they mature within 12 months from the end of the reporting period.
A financial liability or a part of a financial liability is removed from the statement of financial position when the liability is extinguished, i.e. when the obligation specified in the contract is discharged or cancelled or expired.
Derivative instruments are presented in Note 19 of the consolidated financial statements.
Interest-bearing liabilities are presented in Note 17 of the consolidated financial statements.
| Fair value through profit or loss |
At amortized cost |
Derivatives, hedge accounting applied |
Carrying amount |
Fair value Nominal value | ||
|---|---|---|---|---|---|---|
| Loans from financial institutions | − | 19,106 | − | 19,106 | 19,106 | 19,106 |
| Debentures | − | 75,000 | − | 75,000 | 78,503 | 75,000 |
| Finance lease liabilities | − | 391 | − | 391 | 391 | 391 |
| Derivatives, hedge accounting applied | − | − | 327 | 327 | 327 | 327 |
| Interest accruals | − | 912 | − | 912 | 912 | 912 |
| Other current liabilities | 253 | 30 | − | 283 | 283 | 283 |
| Trade payables | − | 50,248 | − | 50,248 | 50,248 | 50,248 |
| Total 31 December 2016 | 253 | 145,686 | 327 | 146,266 | 149,769 | 146,266 |
Trade payables are measured at amortized cost. The carrying amount of trade payables equals to fair value based on their short maturity.
Financial liabilities at fair value through profit or loss were liabilities which arose from acquisition of certain intangible assets. Their fair values were calculated by discounting the probable future cash flows to the end of the reporting period.
EUR thousand
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, on the nature of the item being hedged. Suominen designates derivatives as hedges of a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction (cash flow hedge). The full fair value of a hedging derivative is classified as a current asset or liability. Trading derivatives are classified as a current assets or liabilities.
Fair values for electricity forward contracts are determined by using the quoted forward prices in Nordpool for the same period and discounting them with relevant interest rates to the end of the reporting period.
Fair values for currency forward contracts are determined by using the spot rates and relevant swap points based on interest rate differences at the end of the reporting period.
The effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges is recognized in other comprehensive income and presented in fair value reserve in equity.
Both the realized gain or loss as well as the ineffective portion of the hedging arising from electricity derivatives for which hedge accounting has been applied have been recognized through profit or loss as an adjustment of electricity expenses. At the end of the reporting period Suominen no longer had electricity derivatives for which hedge accounting is applied.
Currency forward contracts designated to hedge forecasted cash flows related to acquisition of certain assets in property, plant and equipment are classified as hedging instruments and thus hedge accounting is applied. The effective portion of changes in the fair value of these derivatives is recognized in other comprehensive income and presented in fair value reserve in equity until the liabilility related to acquisition of the asset is recognized in the statement of financial position. When the liability is recognized in the statement of financial position, the portion of the fair value of the derivative recognized in fair value reserve is reclassified to adjust the acquisition cost of the asset, and future changes in fair value of the derivative are recognized in profit or loss in financial items.
When a hedging instrument expires or is sold, or when a hedge no longer meets the hedge accounting criteria, any cumulative gain or loss existing in equity at that time remains in equity and is recognized in profit or loss when the forecasted transaction is ultimately recognized in profit or loss. If a forecast transaction is no longer expected to incur, the cumulative gain or loss recognized in equity is immediately recognized in profit or loss in the same line item in statement of profit or loss where the forecasted transaction would have been recognized.
At the inception of hedge accounting, Suominen documents the relationship between the hedged item and the hedging instrument as well as the aim for the risk management and the hedging strategy. At the inception of the hedge the Group tests and documents the effectiveness of the hedging relationship by assessing the ability of the hedging instrument to offset the fair value changes arising from the hedged item. The Group tests effectiveness retrospectively also at the end of each reporting period.
Some of the Group's derivative transactions, while providing economic hedges, do not qualify for hedge accounting under IAS 39, and therefore changes in the fair values of these derivative instruments are recognized immediately in profit or loss.
| 2017 | 2016 | |
|---|---|---|
| Receivables | ||
| Derivatives, hedge accounting applied | − | 43 |
| Derivatives, hedge accounting not applied |
24 | 30 |
| Liabilities | ||
| Derivatives, hedge accounting applied | − | 327 |
The fair values of derivatives are recognized in the statement of financial position as gross amounts and they can be offset with each other only in case of breach of contractual terms or bankruptcy. If offset, the derivative receivables from counterparty would be EUR 24 thousand.
| Nominal and fair values of derivative contracts | 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| Nominal value | Fair value, net |
Fair value, positive |
Fair value, negative |
Nominal value | Fair value, net |
Fair value, positive |
Fair value, negative |
|
| Currency forward contracts | ||||||||
| Hedge accounting applied | − | − | − | − | 5,240 | -327 | − | -327 |
| Hedge accounting not applied | 1,334 | 24 | 24 | − | 2,396 | 30 | 30 | − |
| Electricity forward contracts | ||||||||
| Hedge accounting applied | − | − | − | − | 594 | 43 | 43 | − |
| Derivative instruments in profit or loss | 2017 | 2016 |
|---|---|---|
| Cost of goods sold | ||
| Currency derivatives, hedge accounting not applied | -68 | 88 |
| Ineffective part of cash flow hedging, electricity derivatives | -39 | 59 |
| Cash flow hedging, electricity derivatives, realized | -13 | -116 |
| Other operating expenses | ||
| Currency derivatives, hedge accounting not applied | 192 | -73 |
| Net financial expenses | ||
| Currency derivatives, ineffective part of cash flow hedging | − | -34 |
| Interest rate differences of currency derivatives | -61 | -146 |
| Interest rate swaps, hedge accounting not applied | -14 | − |
| Derivative instruments in other comprehensive income | ||
| Fair value changes of cash flow hedges, electricity derivatives | -56 | 108 |
| Fair value changes of cash flow hedges, currency derivatives | 323 | 137 |
| Cash flow hedges, electricity derivatives, amounts reclassified to profit or loss | 13 | 116 |
| Cash flow hedges, currency derivatives, amounts reclassified to property, plant and equipment | -35 | -188 |
| Total | 245 | 173 |
Suominen has a defined benefit termination plan in Italy (TFR, Trattamento di Fine Rapporto). The plan is unfunded and closed for new entrants. The benefits paid are based, among other things, on service years and end salary of the participants. The obligation is determined based on calculation made by independent actuaries.
The defined benefit obligations are measured as the present value of the estimated future cash flows using interest rates of government securities that have maturity terms approximating the terms of related liabilities or similar long-term interests. Plan assets, if any, are recognized at fair value at the end of the reporting period.
For the defined benefit plans, costs are assessed using the projected unit credit method. Under this method the cost is charged to profit or loss so as to spread over the service lives of employees. However, there are normally no other costs than the net interest arising from the defined benefit plan of Suominen in Italy.
Only past service costs due to plan amendments as well as net interest on net defined benefit liability can be recognized in profit or loss. Service costs, if any, are recognized in profit or loss as employee benefits and net interest in financial items. Remeasurements of net defined benefit liability, such as actuarial gains and losses, are recognized in other comprehensive income in the period in which they occur with no subsequent recycling to profit or loss.
| 2017 | 2016 | |
|---|---|---|
| Defined benefit liabilities in the statement of financial position | ||
| Present value of unfunded obligations | 984 | 1,081 |
| Deficit | 984 | 1,081 |
| Change in defined benefit obligation | ||
| Present value of defined benefit obligation 1 January | 1,081 | 1,105 |
| Charged to profit or loss: | ||
| Interest expenses | 15 | 22 |
| Total recognized in profit or loss (gain - / loss +) | 15 | 22 |
| Remeasurements: | ||
| Actuarial gain (-) / loss (+) from change in financial assumptions | -15 | 110 |
| Total remeasurments | -15 | 110 |
| Benefits paid | -97 | -155 |
| Present value of defined benefit obligation 31 December | 984 | 1,081 |
| Changes in plan assets | ||
| Plan assets 1 January | − | − |
| Employer contributions | 97 | 155 |
| Benefits paid | -97 | -155 |
| Plan assets 31 December | − | − |
| Remeasurements recognized in other comprehensive income | ||
| Recognized in other comprehensive income 1 January (gain - / loss +) | 516 | 405 |
| Actuarial gain (-) / loss (+) on defined benefit obligation during the reporting period | -15 | 110 |
| Recognized in other comprehensive income 31 December (gain - / loss +) | 501 | 516 |
| Significant actuarial assumptions | ||
| Discount rate (%) | 1.30 | 1.50 |
| Rate of future price inflation (%) | 1.80 | 1.80 |
| Average remaining service period (years) | 15.2 | 15.7 |
| Sensitivity analysis of actuarial assumptions | ||
| Decrease in discount rate by 0.25 percentage points | ||
| Effect on defined benefit obligation | 36 | 37 |
| Increase in discount rate by 0.25 percentage points | ||
| Effect on defined benefit obligation | -35 | -36 |
| Expected payments to plan participants in the future years from the defined benefit obligation | ||
| Within 1 year | 9 | 30 |
| Between 1–2 years | 57 | 51 |
| Between 3–5 years | 121 | 112 |
| Between 6–10 years | 424 | 378 |
| Total | 611 | 572 |
EUR thousand
| Other non-current liabilities | 2017 | 2016 |
|---|---|---|
| Accrued expenses and deferred income | 350 | 364 |
| Total other non-current liabilities | 350 | 364 |
| Current liabilities | ||
|---|---|---|
| Trade payables | 52,145 | 50,248 |
| Advances received | 8 | 3 |
| Other liabilities | 1,750 | 1,674 |
| Accrued expenses and deferred income | 9,252 | 13,463 |
| Total trade payables and other current | ||
| liabilities | 63,154 | 65,388 |
Accrued expenses and deferred income include, among others, accrued interest expenses, accruals for annual and other discounts, accrued personnel expenses and other accruals.
Other liabilities include, among others, liabilities from indirect taxes.
| Total | 52,145 | 50,248 |
|---|---|---|
| Other currencies | 39 | 44 |
| BRL | 285 | 569 |
| USD | 22,371 | 25,777 |
| EUR | 29,449 | 23,859 |
EUR thousand
The net sales of Suominen Group consist entirely of sales of nonwovens. Sales to two customers exceed each 10% of total net sales. Net sales to one of these customers amounted to EUR 85.5 million (82.1) and to the other EUR 57.7 million (54.5).
| Net sales by geographical destination | 2017 | 2016 |
|---|---|---|
| Finland | 2,510 | 2,386 |
| Rest of Europe | 160,817 | 158,118 |
| USA | 216,565 | 211,481 |
| Rest of North and South America | 35,610 | 34,807 |
| Rest of the world | 10,494 | 10,071 |
| Total | 425,996 | 416,862 |
| Total | 425,996 | 416,862 |
|---|---|---|
| Unallocated exchange differences of sales | -47 | 52 |
| Care | 37,482 | 36,271 |
| Convenience | 388,562 | 380,539 |
Due to the reclassification of a customer between business areas, the figures for the comparison period have been restated.
| Finland | 19,750 | 15,531 |
|---|---|---|
| Rest of Europe | 22,879 | 24,969 |
| USA | 119,355 | 114,910 |
| Brazil | 7,629 | 9,728 |
| Total | 169,614 | 165,139 |
Net sales include the total invoicing value of products less sales tax, discounts and rebates. Foreign exchange differences arising from trade receivables are recognized as sales adjustments.
Revenue is recognized after the risks and rewards of ownership of the goods have been transferred to the buyer. Normally, revenue recognition takes place at the date of the delivery in accordance with the delivery terms.
EUR thousand
| Other operating income | 2017 | 2016 |
|---|---|---|
| Gains from disposal of intangible assets and property, plant and equipment |
5 | 8 |
| Indemnities | 26 | 14 |
| Rental income | 252 | 256 |
| Sales of recycled products | 1,221 | 1,377 |
| Other operating income | 259 | 255 |
| Total | 1,764 | 1,909 |
Recycled products consist of waste generated in the manufacturing process as well as products which do not fulfill quality requirments. These products are sold for recycling.
The future non-cancellable minimum lease payments (rental income) are disclosed in Note 33 of the consolidated financial statements.
| Impairment losses of trade receivables during the period, net |
-110 | -318 |
|---|---|---|
| Currency derivatives, hedge accounting not applied |
192 | -73 |
| Other operating expenses | -141 | -238 |
| Total | -59 | -629 |
Gains from the disposal of property, plant and equipment and intangible assets, insurance compensations and revenues other than from product sales, such as rental income and proceeds from sale of recycled products, are recognized as other operating income.
Losses from the sales of assets as well other expenses not associated with ordinary operations are recognized as other operating expenses.
EUR thousand
Fees paid to auditors are included in administration expenses.
Ernst & Young Oy has been acting as the principal auditor of the Group and the parent company since the Annual General Meeting of 2015.
| Fees paid to auditors | 2017 | 2016 |
|---|---|---|
| Fees for statutory audit | -444 | -459 |
| Other services | -55 | -24 |
| Total | -498 | -484 |
The fees paid by the parent company of the Group, Suominen Corporation, are presented below.
| Fees paid to auditors, Suominen Corporation |
2017 | 2016 |
|---|---|---|
| Fees for statutory audit | -116 | -145 |
| Other services | -55 | -24 |
| Total | -171 | -169 |
EUR thousand
| 2017 | 2016 | |
|---|---|---|
| Wages and salaries | -34,898 | -32,217 |
| Share-based payments | -680 | -265 |
| Pensions, defined contribution plans | -2,677 | -2,298 |
| Other personnel expenses | -16,594 | -17,644 |
| Total | -54,849 | -52,424 |
| Average number of personnel | 670 | 646 |
| Number of personnel, end of reporting period in Finland |
663 127 |
650 128 |
Management remuneration is disclosed in detail in Note 32 of the consolidated financial statements.
Share-based payments are disclosed in more detail in Note 29 of the consolidated financial statements.
Defined benefit plans are disclosed in more detail in Note 20 of the consolidated financial statements.
The Group has several pension plans in accordance with local conditions and practices in the countries where it operates. The plans are generally funded through premium payments to insurance companies or similar entities. The pension schemes are in accordance with local legislation and based on established local practice. Pension schemes may include additional pension benefits, options for early retirement, or compensation for disability.
Pension schemes are classified either as defined contribution pension plans or defined benefit pension plans. A defined contribution pension plan is a plan under which the Group pays fixed contributions into a separate entity and has no obligation to pay further contributions if the separate entity has no sufficient assets to pay all employee benefits. The contributions to defined contribution plans are charged to profit or loss in the period to which the contributions relate.
Suominen has a defined benefit termination plan in Italy (TFR) (Note 20). In other countries Suominen has defined contribution pension plans.
EUR thousand
| Depreciation, amortization and impairment losses by function | 2017 | 2017 |
|---|---|---|
| Cost of goods sold | -16,603 | -15,872 |
| Sales and marketing expenses | -755 | -688 |
| Research and development | -828 | -945 |
| Administration expenses | -1,163 | -1,016 |
| Total | -19,349 | -18,520 |
| Depreciation and amortization by asset category | ||
| Intangible rights | -1,871 | -1,731 |
| Other intangible assets | -622 | -627 |
| Buildings and constructions | -1,918 | -1,689 |
| Machinery and equipment | -14,935 | -14,467 |
| Other tangible assets | -4 | -6 |
| Total | -19,349 | -18,520 |
The amortization of intangible assets is described in Note 6 and the depreciation of property, plant and equipment in Note 7.
The carrying amounts of property, plant and equipment as well as of intangible assets are assessed to determine whether there are any indications that the carrying amounts of the assets exceed their recoverable amounts and an impairment loss should be recognized. Indications of the assets' possible impairment can be a significant decline in an asset's market value, adverse changes in the business environment, adverse changes in the extent to which or manner in which an asset is used or expected to be used, or a deterioration in financial performance below what was expected.
If such indications of impairment exist, the recoverable amounts are measured for those assets for which there are indications of impairment. Recoverable amount is the higher of fair value of the asset less costs of disposal and value in use. When measuring an asset's value in use, the future cash flows derived from the asset are discounted by using discount rates which reflect the average cost of capital before taxes of the asset or, if the asset belongs to a cash generating unit, of that cash generating unit. The risk inherent in the value in use is captured by analyzing variations in the amount or timing of cash flows.
An impairment loss of an asset can be reversed if a positive change in the estimates of the recoverable amount has occured. The impairment loss made in prior years is reversed no more than up to the value which would have been determined for the asset, net of amortization or depreciation, had no impairment loss been recognized in prior years.
Impairment testing of goodwill is presented in Note 5.
EUR thousand
| Financial income | 2017 | 2016 |
|---|---|---|
| Interest income from loans and receivables | 749 | 717 |
| Other interest income | 9 | 10 |
| Currency derivatives, interest rate difference | 8 | − |
| Fair value changes of liabilities at fair value through profit or loss | − | 15 |
| Total | 767 | 743 |
| Financial expenses | ||
| Interest expenses on liabilities at amortized cost | -1,634 | -2,493 |
| Interest expenses on defined benefit plans | -15 | -22 |
| Other interest expenses | 0 | -3 |
| Interest rate swaps | -14 | − |
| Currency derivatives, interest rate difference | -70 | -146 |
| Financial expenses on sale of trade receivables | -372 | -169 |
| Other financial expenses | -629 | -877 |
| Total | -2,735 | -3,710 |
| Net exchange rate differences | -602 | -222 |
| Total financial income and expenses | -2,570 | -3,190 |
| Net sales | -214 | -46 |
|---|---|---|
| Cost of goods sold | 339 | -87 |
| Other operating expenses | -2 | 20 |
Interest expenses are accrued for and mainly recognized in profit or loss for each period. If an asset is a qualifying asset as defined in IAS 23 Borrowing Costs, the borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized to the acquisition cost of the asset. The capitalization applies mainly to property, plant and equipment and intangible assets.
Capitalized borrowing costs during the reporting period were EUR 2,228 thousand (1,254 thousand). The capitalization rate used was 5.12%.
EUR thousand
| Income tax charge in statement of profit or loss | 2017 | 2016 |
|---|---|---|
| Current income tax charge | 6,475 | -5,664 |
| Adjustments in respect of current income tax of previous years | -45 | -117 |
| Change in deferred tax assets | 701 | -536 |
| Change in deferred tax liabilities | -4,969 | -108 |
| Other income taxes | -114 | -775 |
| Total income tax charge | 2,048 | -7,199 |
| Income taxes recognized in other comprehensive income | ||
| Exchange differences | 1,319 | -365 |
| Cash flow hedges, fair value changes | 11 | -22 |
| Cash flow hedges, reclassified to profit or loss | -3 | -23 |
| Defined benefit plans, remeasurements | -4 | 16 |
| Total taxes recognized in other comprehensive income | 1,324 | -394 |
| Income taxes recognized in other equity | ||
| Retained earnings, adjustment of interest expense on hybrid bond | 120 | -291 |
| Total recognized in other equity | 120 | -291 |
The decrease in the federal corporate income tax rate in the USA from 35% to 21% had a significant positive effect on the Group's income taxes in 2017. The impact of the decrease in the US federal tax rate on the Group's income taxes was approximately EUR +8.3 million. Less than half of the total effect arose from the revaluation of net deferred tax liabilities with the new 21% tax rate and more than half from accelerated tax depreciations, as the related deferred tax liability is recognized with the lower tax rate.
Suominen was able to utilize in the 2017 income taxes in the USA the accelerated tax depreciations as allowed by the US federal tax laws. The accelerated tax depreciations were applied mainly to the Bethune production line investment but also to other investments. In accordance with the US federal tax laws, tax losses can be carried back against taxable profits of the previous years. The tax carry back has been recognized with the 35% tax rate which was applicable in 2017 and earlier.
The utilization of the accelerated tax depreciations postpones the payment of income taxes to subsequent years as tax depreciations which can utilized in the future decrease.
The Group companies have tax losses, totalling EUR 26.5 (20.6) million, which can be applied against future taxable income. A deferred tax asset has not been recognized for all tax losses, due to the uncertainty regarding the extent to which they can be used. When preparing the 2017 financial statements, the management has estimated that Suominen is able to utilize the unused tax losses for which deferred tax asset has been recognized. In addition, it will take several years before the tax losses expire or there is no expiry date for the losses.
Deferred tax liability has not been recognized in 2017 or 2016 of the undistributed earnings of Finnish or foreign subsidiaries, as the majority of such earnings can be transferred to the owner without any tax consequences.
The consolidated financial statements include current taxes, which are based on the taxable results of the group companies for the reporting period together with tax adjustments for previous reporting periods, calculated in accordance with the local tax rules, and the change in deferred tax liabilities and assets.
Income taxes which relate to items recognized in other comprehensive income are also recognized in other comprehensive income.
Suominen has some uncertain tax positions due to local tax audits as the tax authorities have challenged the tax deductible expenses Suominen has declared in the income tax returns. Suominen has assessed for each tax audit whether the interpretations of the tax authorities are justified and adjusted the recognized amounts, if needed, in order to correspond the expected future payments. Even though the management estimates that the end results of the tax audits will not result in material additional costs exceeding the already recognized amounts, the actual results can differ from the estimates.
The Group's deferred tax liabilities and assets have been calculated for temporary differences, which have been obtained by comparing the carrying amount of each asset or liability item with their tax bases. Deferred tax assets are recognized for deductible temporary differences and tax losses to the extent that it is probable that taxable profit will be available, against which tax credits and deductible temporary differences can be utilized. In calculating deferred tax liabilities and assets, the tax rate used is the tax rate in force at the time of preparing the financial statements or which has been enacted by end of the reporting period. Changes in tax rates have been taken into account when calculating deferred taxes. Corporate income tax rate in Finland is 20% (20%).
Principal temporary differences arise from depreciation and amortization of property, plant and equipment and intangible assets, defined benefit plans, recognition of net assets of acquired companies at fair value, measuring available-for-sale assets at fair value, share-based payments and confirmed tax losses.
| 2017 | 2016 | |
|---|---|---|
| Profit before income taxes | 12,430 | 22,432 |
| Income taxes at the tax rate applicable to the parent | -2,486 | -4,486 |
| Difference due to different tax rates of foreign subsidiaries | -2,182 | -2,469 |
| Tax exempt income and non-deductible expenses | -177 | 364 |
| Effect of changes in tax rates and tax laws | 8,244 | -1 |
| Losses, for which no deferred tax asset is recognized | -1,430 | -133 |
| Deferred taxes recognized during the reporting period in respect of previous years' temporary differences | 930 | 441 |
| Deferred taxes reversed during the reporting period | -76 | -74 |
| Adjustments in respect of current income tax of previous periods and witholding and other income taxes | -159 | -892 |
| Use of losses, for which no deferred tax asset has been recognized | 87 | 51 |
| Minimum income tax | -702 | − |
| Income taxes in the statement of profit or loss | 2,048 | -7,199 |
| Effective tax rate, % | N/A | 32.1 |
| Tax assets and liabilities in the statement of financial position | ||
| Deferred tax assets | 5,142 | 3,424 |
| Assets for current tax | 7,703 | 2,008 |
| Deferred tax liabilities | 14,558 | 11,195 |
| Liabilities for current tax | 32 | 280 |
Recognition and measurement of deferred tax liabilities and assets include management estimates, especially deferred tax assets arising from confirmed tax losses of group companies or from other temporary differences. Deferred tax assets are recognized for deductible temporary differences and tax losses to the extent that it is probable that taxable profit will be available against which tax credits and deductible temporary differences can be utilized. All tax liabilities and assets are reviewed at the end of the reporting period and changes are recognized in comprehensive income.
Group companies can be subjects of tax audits. In these tax audits the tax authorities can challenge Suominen's view of the taxable income and not fully accept it. In these cases the recognized amounts are adjusted, if needed, in order to correspond the expected future payments. The possible adjustments as well as the recognized income tax liability are based on estimates of the outcome of the tax audit.
| Reconciliation of deferred tax assets | 1 January 2017 | Exchange difference |
Recognized in profit or loss |
Recognized in other comprehensive income or in equity |
31 December 2017 |
|---|---|---|---|---|---|
| Employee benefits | 204 | − | 144 | -4 | 344 |
| Property, plant and equipment and intangible assets | 1,188 | -134 | 237 | − | 1,290 |
| Tax losses | 1,241 | − | 751 | − | 1,992 |
| Other temporary differences | 791 | -163 | -430 | 1,319 | 1,517 |
| Total | 3,424 | -298 | 701 | 1,315 | 5,142 |
| 1 January 2016 | Exchange difference |
Recognized in profit or loss |
Recognized in other comprehensive income or in equity |
31 December 2016 | |
|---|---|---|---|---|---|
| Employee benefits | 235 | − | -47 | 16 | 204 |
| Cash flow hedging | 47 | − | -11 | -36 | − |
| Property, plant and equipment and intangible assets | 1,252 | 193 | -257 | − | 1,188 |
| Tax losses | 1,988 | − | -747 | − | 1,241 |
| Other temporary differences | 970 | 73 | 527 | -778 | 791 |
| Total | 4,491 | 266 | -536 | -798 | 3,424 |
| Reconciliation of deferred tax liabilities | 1 January 2017 | Exchange difference |
Recognized in profit or loss |
Recognized in other comprehensive income or in equity |
31 December 2017 |
|---|---|---|---|---|---|
| Property, plant and equipment and intangible assets | 8,902 | -1,284 | -5,509 | − | 13,127 |
| Other temporary differences | 2,219 | -193 | 540 | -120 | 1,365 |
| Available-for-sale assets | 65 | − | − | − | 65 |
| Cash flow hedging | 9 | − | − | -9 | − |
| Total | 11,195 | -1,477 | -4,969 | -129 | 14,558 |
| 1 January 2016 | Exchange difference |
Recognized in profit or loss |
Recognized in other comprehensive income or in equity |
31 December 2016 | |
|---|---|---|---|---|---|
| Property, plant and equipment and intangible assets | 8,821 | 247 | 166 | − | 8,902 |
| Other temporary differences | 2,004 | 63 | -273 | -122 | 2,219 |
| Available-for-sale assets | 65 | − | − | − | 65 |
| Cash flow hedging | − | − | − | 9 | 9 |
| Total | 10,890 | 310 | -108 | -113 | 11,195 |
Suominen has share-based incentive plans targeted to the key employees of the Group. In accordance with the terms of the plans, shares of Suominen Corporation are granted to the participants if vesting conditions are met. The rewards are partly settled in cash. The cash portion is intended to cover income taxes and tax-related costs arising from the reward to the participant. No reward will be paid, if a participant´s employment or service ends before the reward payment.
The Board of Directors is entitled to reduce the rewards agreed in the performance share plans if the limits set by the Board of Directors for the share price are reached.
The aim of the plans is to combine the objectives of the shareholders and the persons participating in the plans in order to increase the value of the company in the long-term, to bind the participants to the company, and to offer them competitive reward plans based on earning and accumulating the company´s shares.
A member of the Corporate Executive Team must hold 50% of the net number of shares given on the basis of the plans, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. The President & CEO must hold 50% of the net number of shares given on the basis of the plans until his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of shares must be held as long as the participant's employment or service in a group company continues
The Board of Directors of Suominen Corporation approved on 4 December 2014 two new share-based incentive plans for the Group management and key employees.
The performance share plan includes one vesting period, calendar years 2015–2017. The Board of Directors of Suominen Corporation will decide on further vesting periods. The Board of Directors will decide on the plan's vesting conditions and required performance levels for each condition at the beginning of a vesting period. The rewards to be paid on the basis of the vesting period 2015–2017 correspond to the value of an approximate maximum total of 460,000 Suominen Corporation shares (including also the portion to be settled in cash).
The matching share plan includes one three-year vesting period, calendar years 2015–2017. The prerequisite for receiving reward on the basis of this plan is that a person participating in the plan owns or acquires the company´s shares up to the number determined by the Board of Directors. Furthermore, receiving of reward is tied to the continuance of participant´s employment or service upon reward payment.
The members of the Corporate Executive Team and the Corporate Leadership Team belong to the target group of the matching share plan. The rewards to be paid on the basis of the matching share plan correspond to the value of an approximate maximum total of 127,478 Suominen Corporation shares (including also the portion to be settled in cash).
The potential rewards from the vesting periods 2015–2017 will be settled partly in the company's shares and partly in cash in 2018.
The Board of Directors of Suominen Corporation approved on 8 December 2015 a new vesting period in the sharebased incentive plan (performance share plan) for the Group management and key employees. The vesting period includes calendar years 2016–2018.
The rewards to be paid on the basis of the vesting period 2016– 2018 correspond to the value of an approximate maximum total of 245,000 Suominen Corporation shares (including also the portion to be settled in cash). The Board of Directors will decide separately on new vesting periods. The Board of Directors will decide on the plan's vesting conditions and required performance levels for each condition at the beginning of a vesting period.
The potential rewards from the vesting periods 2016–2018 will be settled partly in the company's shares and partly in cash in 2019.
The Board of Directors of Suominen Corporation approved on 9 December 2016 a new vesting period in the sharebased incentive plan (performance share plan) for the Group management and key employees. The vesting period includes calendar years 2017–2019. The plan is directed to approximately 20 people.
The rewards to be paid on the basis of the vesting period 2017– 2019 correspond to the value of an approximate maximum total of 480,000 Suominen Corporation shares (including also the portion to be settled in cash). The Board of Directors will decide separately on new vesting periods. The Board of Directors will decide on the plan's vesting conditions and required performance levels for each condition at the beginning of a vesting period.
The potential rewards from the vesting period 2017–2019 will be settled partly in the company's shares and partly in cash in 2020.
The Board of Directors of Suominen Corporation approved on 11 December 2017 a new share-based incentive plan (performance share plan) for the Group management and key employees. The vesting period includes calendar years 2018–2020. The plan is directed to approximately 20 people.
The rewards to be paid on the basis of the vesting period 2018– 2020 correspond to the value of an approximate maximum total of 502,000 Suominen Corporation shares (including also the portion to be settled in cash). The Board of Directors will decide separately on new vesting periods. The Board of Directors will decide on the plan's vesting conditions and required performance levels for each condition at the beginning of a vesting period.
The potential rewards from the vesting period 2018–2020 will be settled partly in the company's shares and partly in cash in 2021.
| Share price at grant date, EUR | 4.60 |
|---|---|
| Expected annual dividends, EUR | 0.10 |
| Share price at the end of the reporting period, EUR | 4.42 |
The granted amount of the incentive plans settled in shares is measured at fair value at the grant date, and the cash-settled part of the plans is measured at fair value at the reporting or payment date.
The expenses arising from the incentive plans have been recognized in profit or loss during the vesting period. The cashsettled portion of the incentive plans is recorded as a liability in the statement of financial position, if it has not been paid, and the portion settled in shares has been recorded in retained earnings in equity. Suominen has recognized other personnel costs arising from the share-based incentive plans to the extent it is liable to pay them.
Amendments to IFRS 2 Classification and Measurement of Sharebased Payment Transactions, which Suominen will apply from 1 January 2018, will change the measurement and recognition of the cash-settled part. The amendment is described in Note 1 of the consolidated financial statements.
| EUR thousand | Share-based incentive plans 2015−2017 |
Share-based incentive plan 2016−2018 |
Share-based incentive plan 2017−2019 |
Share-based incentive plan 2018−2020 |
Total | |
|---|---|---|---|---|---|---|
| Expense for the reporting period | 254 | 173 | 273 | 20 | 721 | |
| Recognized in equity in 2017 | 110 | 97 | 122 | 10 | 338 | |
| Recognized as liability | 413 | 162 | 161 | 11 | 747 | |
| Information on share-based incentive plans | Matching share plan 2015−2017 |
Share-based incentive plan 2015−2017 |
Share-based incentive plan 2016−2018 |
Share-based incentive plan 2017−2019 |
Share-based incentive plan 2018−2020 |
Total / weighted average |
| Maximum number of shares, including the portion | ||||||
| to be settled in cash | 127,478 | 460,000 | 245,000 | 480,000 | 502,000 | 1,814,478 |
| Initial grant date | 30 January 2015 | 30 January 2015 | 8 December 2015 | 9 December 2016 | 11 December 2017 | |
| Vesting date | 31 May 2018 | 31 May 2018 | 31 May 2019 | 31 May 2020 | 31 May 2021 | |
| Vesting conditions | Share ownership |
Net sales growth, EBIT%, ROI% |
Net sales growth, EBIT%, ROI% |
Net sales growth, EBIT%, ROI% |
EBIT%, total shareholder return (TSR) |
|
| Employment precondition until reward payment |
Employment precondition until reward payment |
Employment precondition until reward payment |
Employment precondition until reward payment |
Employment precondition until reward payment |
||
| Maximum contractual life, years | 3.3 | 3.3 | 3.5 | 3.5 | 3.5 | |
| Remaining contractual life, years | 0.4 | 0.4 | 1.4 | 2.4 | 3.4 | 1.9 |
| Number or persons at the end of reporting period | 14 | 13 | 10 | 18 | 21 | |
| Payment method | Shares and cash | Shares and cash | Shares and cash | Shares and cash | Shares and cash |
| Matching share plan | Share-based incentive | Share-based incentive | Share-based incentive | Share-based incentive | ||
|---|---|---|---|---|---|---|
| Changes in 2017 | 2015−2017 | plan 2015−2017 | plan 2016−2018 | plan 2017−2019 | plan 2018−2020 | Total |
| Outstanding at the beginning of the period | 105,478 | 428,500 | 245,000 | 466,000 | − | 1,244,978 |
| Granted | 22,000 | − | − | − | 502,000 | 524,000 |
| Forfeited | − | − | -27,000 | -45,000 | − | -72,000 |
| Outstanding at the end of the period | 127,478 | 428,500 | 218,000 | 421,000 | 502,000 | 1,696,978 |
Basic earnings per share are calculated by dividing the net result attributable to owners of the parent (adjusted with interest on hybrid bond, net of tax) by the weighted share-issue adjusted average number of shares outstanding during the reporting period, excluding shares acquired by the Group and held as treasury shares.
When calculating diluted earnings per share, the weighted share-issue adjusted average number of shares outstanding during the year is adjusted by the effect of the hybrid bond on the number of shares.
The dilutive effect of the hybrid bond on the number of shares has been calculated by assuming that the remaining amount of the bond is fully converted into shares at the issuance date. In addition, the cumulative accrued interest during the whole loan period on the remaining loan amount is assumed to have been converted into shares at the issuance date. At the end of the 2017 reporting period, the hybrid bond in its entirety was converted into shares.
When calculating diluted earnings per share the number of shares is adjusted also with the effects of the share-based incentive plans.
| EUR thousand | 2017 | 2016 |
|---|---|---|
| Profit for the period | 14,478 | 15,233 |
| Interest on hybrid bond net of tax | -481 | -486 |
| Total | 13,997 | 14,747 |
| Average share-issue adjusted number of shares | 52,145,416 | 50,343,806 |
|---|---|---|
| Average diluted share-issue adjusted number of shares excluding treasury shares | 57,798,395 | 58,024,756 |
| EUR | ||
|---|---|---|
| Basic | 0.27 | 0.29 |
| Diluted | 0.25 | 0.26 |
EUR thousand
| Adjustments to cash flow from operations | 2017 | 2016 |
|---|---|---|
| Adjustments to profit for the period | ||
| Income taxes | -2,048 | 7,199 |
| Financial income and expenses | 2,570 | 3,190 |
| Depreciation, amortization and impairment losses |
19,349 | 18,520 |
| Gains and losses from disposal of property, plant and equipment and intangible assets |
5 | 8 |
| Other non-cash flow items in profit | ||
| for the period | 1,193 | 865 |
| Total | 21,069 | 29,783 |
Accounting principles
Parties are considered to be related parties if a party is able to exercise control over the other or substantially influence its decision-making concerning its finances and business operations.
Suominen Group's related parties include the parent of the Group (Suominen Corporation) and subsidiaries. In addition, the related parties of Suominen include the members of the Board of Directors, President & CEO and the members of the Corporate Executive Team as well as their family members and their controlled companies. In addition, shareholders who have a significant influence in Suominen through share ownership are included in related parties. Suominen has no associated companies.
In its transactions with related parties Suominen follows the same commercial terms as in transactions with third parties.
No loans, guarantees or other collaterals have been given on behalf of related parties, with the exception of subsidiaries.
| 2017 | 2016 | |||
|---|---|---|---|---|
| EUR | annual fee | meeting fee | annual fee | meeting fee |
| Jan Johansson, Chair of the Board of Directors (from 15 March 2017) | 60,001 | − | − | − |
| Jorma Eloranta, Chair of the Board of Directors (until 15 March 2017) | − | 5,500 | 50,319 | 4,500 |
| Risto Anttonen, Deputy Chair of the Board | 37,502 | 5,500 | 37,740 | 4,500 |
| Hannu Kasurinen | 27,998 | 5,500 | 28,178 | 4,500 |
| Jaana Tuominen | 27,998 | 5,500 | 28,178 | 4,500 |
| Andreas Ahlström | 27,998 | 5,500 | 28,178 | 4,500 |
| Laura Raitio | 27,998 | 5,500 | 28,178 | 4,000 |
| Total | 209,495 | 33,000 | 200,771 | 26,500 |
The Annual General Meeting held on 15 March 2017 resolved that 40% of the annual remuneration for the Board of Directors is paid in Suominen Corporation's shares. The number of shares transferred to the members of the Board of Directors as their remuneration payable in shares for 2017 was 16,807 shares. The shares were transferred on 2 June 2017 and the value of the transferred shares totaled EUR 83,795, or approximately EUR 4.98574 per share.
The members of the Board of Directors have no pension arrangements with Suominen.
The members of the Board of Directors have no specific agreements related to termination of the membership in the Board due to a public tender offer.
as paid
| EUR | 2017 | 2016 |
|---|---|---|
| Salaries | 312,392 | 312,280 |
| Bonuses | 49,586 | 94,473 |
| Total salaries | 361,978 | 406,753 |
| Fringe benefits | 18,660 | 18,840 |
| Total | 380,638 | 425,593 |
| Statutory pensions | 55,497 | 30,643 |
| Supplementary pensions | 38,497 | 45,892 |
A written contract has been made with the President & CEO, under which she has a six-month period of notice. Should the company terminate the contract, additional compensation corresponding to the 12 months' salary will also be paid. The President & CEO has a supplementary pension plan, with a cost of 11.5% of her annual salary as defined in the Finnish Pension Law. The supplementary pension arrangement grants pension benefits at the age of 63. The President & CEO has no specific agreement related to termination of contract due to a public tender offer.
| EUR | ||
|---|---|---|
| Salaries | 1,301,474 | 1,190,889 |
| Bonuses | 31,960 | 188,119 |
| Total salaries | 1,333,434 | 1,379,008 |
| Fringe benefits | 60,690 | 43,618 |
| Total | 1,394,124 | 1,422,626 |
| Statutory pensions | 172,177 | 118,205 |
| Supplementary pensions | 58,497 | 73,102 |
The members of the Corporate Executive Team have normally no other pension arrangements than statutory pensions. Supplementary pension arrangements are arrangements in countries without statutory pensions. The retirement age of other members of the Corporate Executive Team is according to the normal local legislation.
Share-based incentives plans are disclosed in Note 29 of the consolidated financial statements. The accrual based on the new share-based incentive plan for the related parties was EUR 621 thousand at the end of the reporting period.
number of shares
| Board of Directors | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Jan Johansson, Chair of the Board of Directors (from 15 March 2017) | 4,814 | − |
| Jorma Eloranta, Chair of the Board of Directors (until 15 March 2017) | − | 40,030 |
| Risto Anttonen, Deputy Chair of the Board | 31,839 | 28,830 |
| Hannu Kasurinen | 21,456 | 19,210 |
| Jaana Tuominen | 11,552 | 9,306 |
| Andreas Ahlström | 7,606 | 5,360 |
| Laura Raitio | 7,606 | 5,360 |
| Total | 84,873 | 108,096 |
| Total % of shares and votes | 0,15% | 0,21% |
| Nina Kopola, President & CEO | 85,172 | 85,172 |
|---|---|---|
| Tapio Engström | 33,266 | 33,266 |
| Larry L. Kinn | 6,348 | 6,348 |
| Lynda A. Kelly | 10,000 | 10,000 |
| Ernesto Levy | 12,000 | 12,000 |
| Mimoun Saïm | 21,525 | 21,525 |
| Hannu Sivula | 29,345 | 29,345 |
| Markku Koivisto | 10,000 | − |
| Total | 207,656 | 197,656 |
| Total % of shares and votes | 0.36% | 0.39% |
EUR thousand
| Guarantees and other commitments | 2017 | 2016 |
|---|---|---|
| On own committments | 9,865 | 16,810 |
| Other own commitments | 3,484 | 4,069 |
| On behalf of others | − | 963 |
| Total | 13,349 | 21,841 |
| Contractual commitments to acquire property, plant and equipment | 86 | 5,517 |
|---|---|---|
| Total | 86 | 5,517 |
Guarantees on own commitments are guarantees given to suppliers. Guarantees on behalf of others were guarantees given on behalf of the Flexibles business unit disposed in 2014.
Some subsidiaries of Suominen have guaranteed the external loans of Suominen Corporation. The maximum guaranteed amount is the unpaid principal of the loans and unpaid accrued interest expenses at the end of the reporting period.
| Total rental and leasing expenses | -4,305 | -3,988 |
|---|---|---|
| Minimum lease payments under non-cancellable operating leases in future periods | ||
| Within one year | 3,756 | 3,808 |
| Between 1–5 years | 3,113 | 3,853 |
| After 5 years | 1,745 | 5,427 |
| Total | 8,614 | 13,088 |
| Minimum non-cancellable lease payments (rental income) in future periods | ||
| Within one year | 183 | 204 |
| Between 1−5 years | 52 | 59 |
| After 5 years | − | − |
Total 235 262
A contingent liability is a possible obligation which is not recognized as a liability in the statement of financial position as, for example, its existence is not yet confirmed and is not in control of the company. The management uses estimates to assess the amount of contingent liabilities.
Suominen Group has entered into various operating leases, the payments under which are treated as rentals and charged to profit or loss over the lease term.
Leases of property, plant and equipment where Suominen has substantially all the rewards and risks of ownership, are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased asset or the present value of the minimum lease payments. Lease payments are allocated between liability and finance charges. The lease liabilities net of finance charges are included in interest-bearing liabilities with the interest element charged to profit or loss over the lease period.
Property, plant and equipment acquired under finance lease contracts are depreciated over the shorter of the useful life of the asset or the lease period.
IFRIC 4 Determining Whether an Arrangement Contains a Lease is applied to such agreements, which are not leases in legal form, but which in substance convey the right to use an asset for an agreed period of time in return for a payment. If an arrangement or part of it is determined to be a lease, it or part of it is classified as finance or operating lease and accounted for under the guidance in IAS 17 Leases.
Long-term leasing contracts on premises are classified as an operating leases as the risks and benefits related to ownership have not been transferred to the lessee and Suominen has no major obligations at the end of the lease period.
Rental income is recognized in accordance with the lease agreement during the lease period. Rental income is recognized as other operating income (Note 23).
| 2017 | 2016 | 2015 | |
|---|---|---|---|
| Earnings per share, EUR | 0.27 | 0.29 | 0.32 |
| Earnings per share, EUR, total, diluted | 0.25 | 0.26 | 0.29 |
| Cash flow from operations per share, EUR | 0.39 | 0.56 | 0.54 |
| Equity per share, EUR | 2.37 | 2.81 | 2.50 |
| Price per earnings per share (P/E) ratio | 16.47 | 14.13 | 19.41 |
| Dividend or return of capital per share, EUR (* | 0.11 | 0.11 | 0.10 |
| Dividend payout ratio / payout ratio for return of capital, % | 41.0 | 37.6 | 31.3 |
| Dividend yield, % | 2.49 | 2.66 | 1.61 |
| Number of shares, end of period, excluding treasury shares | 57,382,939 | 50,772,555 | 50,302,346 |
| Average number of shares excluding treasury shares | 52,145,416 | 50,343,806 | 50,119,433 |
| Average share-issue adjusted number of shares excluding treasury shares | 52,145,416 | 50,343,806 | 50,183,437 |
| Share price, end of period, EUR | 4.42 | 4.14 | 6.20 |
| Share price, period low, EUR | 3.86 | 3.49 | 3.75 |
| Share price, period high, EUR | 5.22 | 6.20 | 6.65 |
| Volume weighted average price during the period, EUR | 4.53 | 4.24 | 5.05 |
| Market capitalization, EUR million | 253.6 | 210.2 | 311.9 |
| Number of traded shares during the period | 5,405,584 | 13,611,634 | 19,502,550 |
| Number of traded shares during the period, % of average number of shares (share turnover) | 10.4 | 27.0 | 38.9 |
Key ratios per share are share-issue adjusted.
Key ratios for 2015 have been adjusted with the effect of the reverse share split made in 2016.
(* 2017 the proposal of the Board of Directors to Annual General Meeting for return of capital.
Key ratios per share are either IFRS key ratios (earnings per share) or required by Ordinance of the Ministry of Finance in Finland or alternative performance measures (cash flow from operations per share).
| Profit for the period adjusted with interest on hybrid bond, net of tax | |||||
|---|---|---|---|---|---|
| Basic earnings per share (EPS) | = | Share-issue adjusted average number of shares excluding treasury shares | |||
| Profit for the period | |||||
| Diluted earnings per share (EPS) | = | Average diluted share-issue adjusted number of shares excluding treasury shares |
|||
| Calculation of earnings per share is disclosed in Note 30. | |||||
| Cash flow from operations per share | |||||
| Cash flow from operations | |||||
| Cash flow from operations per share | = | Share-issue adjusted number of shares excluding treasury shares, end of reporting period |
|||
| Reference | 2017 | 2016 | |||
| Consolidated statement of cash flows | Cash flow from operations, EUR thousand | 22,152 | 28,496 | ||
| Note 15 | Share-issue adjusted number of shares excluding treasury shares, end of reporting period | 57,382,939 | 50,772,555 | ||
| Cash flow from operations per share, EUR | 0.39 | 0.56 |
Equity per share =
Share-issue adjusted number of shares excluding treasury shares, end of reporting period
| Consolidated statement of financial position | Total ed |
|---|---|
| Note 15 | Share-i |
| 2017 | 2016 | |
|---|---|---|
| Total equity, EUR thousand | 136,117 | 142,824 |
| Share-issue adjusted number of shares excluding treasury shares, end of reporting period | 57,382,939 | 50,772,555 |
| Equity per share, EUR | 2.37 | 2.81 |
| Dividend paid / return of capital for the reporting period | ||
|---|---|---|
| Dividend / return of capital per share | = | Number of issued shares at end of the period excluding treasury shares |
| Reference | 2017 | 2016 | |
|---|---|---|---|
| The proposal by the Board for return of capital | Dividend paid / return of capital for the reporting period, EUR thousand | 6,312 | 5,585 |
| Note 15 | Number of issued shares at end of the period excluding treasury shares | 57,382,939 | 50,772,555 |
| Dividend / return of capital per share, EUR | 0.11 | 0.11 | |
| Dividend payout ratio / payout ratio for | Dividend / return of capital per share x 100 | |
|---|---|---|
| return of capital, % | = | Basic earnings per share |
| Reference | 2017 | 2016 | |
|---|---|---|---|
| Dividend / return of capital per share x 100 | 11.00 | 11.00 | |
| Note 30 | Basic earnings per share, EUR | 0.27 | 0.29 |
| Dividend payout ratio / payout ratio for return of capital, % | 41.0 | 37.6 |
Dividend yield, % = Dividend / return of capital per share x 100 Share price at end of the period
| Reference | 2017 | 2016 | |
|---|---|---|---|
| Dividend / return of capital per share x 100 | 11.00 | 11.00 | |
| Note 15 | Share price at end of the period, EUR | 4.42 | 4.14 |
| Dividend yield, % | 2.49 | 2.66 |
Suominen Corporation Annual Report 2017
| Price per earnings per share (P/E) | |||
|---|---|---|---|
| Share price at end of the period Price per earnings per share (P/E) = Basic earnings per share |
|||
| Reference | 2017 | 2016 | |
| Note 15 | Share price at end of the period, EUR | 4.42 | 4.14 |
| Note 30 | Basic earnings per share, EUR | 0.27 | 0.29 |
| Price per earnings per share (P/E) | 16.47 | 14.13 | |
| Market capitalization | |||
| Market capitalization = |
Number of shares at the end of reporting period excluding treasury shares | ||
| x share price at the end of period | |||
| Reference | 2017 | 2016 | |
| Note 15 Note 15 |
Number of shares at the end of reporting period excluding treasury shares Share price at end of the period, EUR |
57,382,939 4.42 |
50,772,555 4.14 |
| Market capitalization, EUR million | 253.6 | 210.2 |
| Reference | 2017 | 2016 | |
|---|---|---|---|
| Note 15 | Number of shares traded during the period | 5,405,584 | 13,611,634 |
| Note 15 | Average number of shares excluding treasury shares | 52,145,416 | 50,343,806 |
| Share turnover, % | 10.4 | 27.0 |
| Keterenc | |
|---|---|
| Note 1 | 5 |
| Note 1' |
| EUR | Note | 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|---|---|---|---|
| Net sales | 21,573,935.06 | 19,729,199.83 | |
| Cost of goods sold | -1,791,147.75 | -909,309.26 | |
| Gross profit | 19,782,787.31 | 18,819,890.57 | |
| Other operating income | 2 | 215,554.78 | 216,060.82 |
| Sales and marketing expenses | -1,628,136.59 | -1,359,124.38 | |
| Research and development | -2,603,629.41 | -2,570,894.24 | |
| Administration expenses | -7,970,353.16 | -8,759,412.87 | |
| Other operating expenses | 2 | -9,600,500.36 | -7,977,953.34 |
| Operating profit / loss | -1,804,277.43 | -1,631,433.44 | |
| Financial income | 6 | 12,663,887.68 | 13,749,791.41 |
| Financial expenses | 6 | -12,490,660.91 | -5,182,830.65 |
| Total financial income and expenses | 173,226.77 | 8,566,960.76 | |
| Profit / loss before changes in untaxed reserves and income taxes |
-1,631,050.66 | 6,935,527.32 | |
| Change in depreciation difference | 7 | 1,223,080.72 | -36,670.79 |
| Group contributions | 7 | − | 1,150,000.00 |
| Income taxes | 8 | -54,916.40 | -326,046.03 |
| Profit / loss for the period | -462,886.34 | 7,722,810.50 |
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 268,220,058.71 285,984,826.65
| EUR | Note | 31 December 2017 |
31 December 2016 |
EUR | Note | 31 December 2017 |
31 December 2016 |
|---|---|---|---|---|---|---|---|
| ASSETS | SHAREHOLDERS' EQUITY AND LIABILITIES | ||||||
| Non-current assets | Shareholders' equity | ||||||
| Intangible assets | 5,9 | 12,026,782.06 | 8,602,156.93 | Share capital | 14 | 11,860,056.00 | 11,860,056.00 |
| Tangible assets | 5,10 | 117,977.93 | 157,299.00 | Share premium account | 24,680,587.83 | 24,680,587.83 | |
| Investments | Reserve for invested unrestricted equity | 87,423,152.11 | 70,855,390.30 | ||||
| Shares in subsidiaries | 11 | 107,869,783.56 | 107,869,783.56 | Fair value reserve | − | 42,885.00 | |
| Other investments | 11 | 28,500.46 | 28,500.46 | Other equity | 7,055,861.65 | 4,918,032.20 | |
| Loan receivables | Profit / loss for the period | -462,886.34 | 7,722,810.50 | ||||
| Loan receivables from group companies | 77,149,424.47 | 54,479,146.19 | Total shareholders' equity | 13 | 130,556,771.25 | 120,079,761.83 | |
| Loan receivables from others | 3,071,859.89 | 6,835,828.18 | |||||
| Total non-current assets | 200,264,328.37 | 177,972,714.32 | Untaxed reserves | ||||
| Current assets | Depreciation difference | 155,402.07 | 1,378,482.79 | ||||
| Loan receivables | 4,337,383.76 | 1,550,000.00 | Liabilities | ||||
| Trade receivables | 12 | − | 6,830.61 | ||||
| Other current receivables | 12 | 44,727,899.80 | 82,208,873.29 | Non-current liabilities | |||
| Cash and cash equivalents | 18,890,446.78 | 24,246,408.43 | Interest-bearing liabilities | ||||
| Total current assets | 67,955,730.34 | 108,012,112.33 | Debentures | 15 | 100,730,000.00 | 75,000,000.00 | |
| Hybrid bond | 15 | − | 16,337,133.39 | ||||
| TOTAL ASSETS | 268,220,058.71 | 285,984,826.65 | Loans from financial institutions | 15 | − | 11,293,988.95 | |
| Other non-current liabilities | 16 | − | 187,386.61 | ||||
| Total non-current liabilities | 100,730,000.00 | 102,818,508.95 | |||||
| Current liabilities | |||||||
| Interest-bearing liabilities | |||||||
| Loans from financial institutions | 15 | 15,000,000.00 | 7,811,567.31 | ||||
| Current loans from group companies | 15 | 18,724,132.58 | 51,666,116.54 | ||||
| Trade payables and other non-current liabilities | 16 | 3,053,752.81 | 2,230,389.23 | ||||
| Total current liabilities | 36,777,885.39 | 61,708,073.08 | |||||
| Total liabilities | 137,507,885.39 | 164,526,582.03 |
| EUR thousand | Note | 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|---|---|---|---|
| Cash flow from operations | |||
| Profit / loss for the period | -463 | 7,723 | |
| Adjustments to profit / loss for the period | 19 | 1,293 | -6,885 |
| Cash flow from operations before change in net working capital |
830 | 838 | |
| Increase (-) or decrease (+) in trade and other receivables |
1,460 | 739 | |
| Increase (+) or decrease (-) in interest-free current liabilities |
-203 | -572 | |
| Cash flow from operations before payments of financial items and income taxes |
2,087 | 1,005 | |
| Paid and received interests and other financial items | 1,222 | 3,313 | |
| Paid income taxes | -43 | -600 | |
| Cash flow from operations | 3,267 | 3,718 | |
| Cash flow from investments | |||
| Capital expenditure | 9,10 | -4,823 | -3,546 |
| Proceeds from disposal of tangible and intangible assets |
70 | − | |
| Investments in subsidiaries, previous years | − | 76 | |
| Dividend income from subsidiaries | 5,921 | 4,046 | |
| Cash flow from investments | 1,167 | 575 | |
| EUR thousand | Note | 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|---|---|---|---|
| Cash flow from financing | |||
| Change in non-current interest-bearing liabilities | 15 | 25,730 | − |
| Change in current interest-bearing liabilities | 15 | -29,535 | 5,685 |
| Change in non-current loan receivables | -937 | 4,122 | |
| Change in current loan receivables | 8,393 | -37,153 | |
| Issuance and tender costs of the bonds | -5,190 | − | |
| Distribution of dividends | 13 | -5,585 | -5,030 |
| Cash flow from financing | -7,124 | -32,377 | |
| Change in cash and cash equivalents | -2,690 | -28,083 | |
| Cash and cash equivalents 1 January | 24,246 | 51,112 | |
| Exchange difference on cash and cash equivalents | -2,666 | 1,218 | |
| Change in cash and cash equivalents | -2,690 | -28,083 | |
| Cash and cash equivalents 31 December | 18,890 | 24,246 |
Suominen Corporation is a public limited liability company organized under the laws of the Republic of Finland and domiciled in Helsinki, Finland (Itämerentori 2, 00180 Helsinki, Finland). Suominen's shares are publicly traded on Nasdaq Helsinki Ltd. (Mid Cap) in Helsinki, Finland. Suominen Corporation is the parent company of the Group.
The financial statements of Suominen Corporation are prepared in accordance with Finnish Accounting Standards (FAS). The consolidated financial statements of Suominen Group are prepared in accordance with International Financial Reporting Standards (IFRS), and Suominen Corporation applies in its separate financial statements the same accounting principles as Suominen Group to the extent it is possible within the framework of Finnish accounting practice. The accounting principles of Suominen Group are presented in the notes to the consolidated financial statements (Note 1).
The main differences in the accounting principles between Suominen Corporation's separate financial statements and Suominen Group's consolidated financial statements are presented below.
Net sales consist of sales of services to group companies and of royalty income.
Financial assets and liabilities with the exception of derivative instruments are recognized at cost or at cost less impairment losses. Derivatives are recognized at fair value. Currency derivatives, if not hedging financial items, are recognized in other operating income and expenses. If hedge accounting as defined in IAS 39 is applied, the effective portion of changes in the fair value of derivatives is recognized in fair value reserve in equity. Both fair value measurement of derivatives as well as hedge accounting are presented in Note 19 of the consolidated financial statements.
Lease payments are recognized as lease expenses. Leasing obligations are presented as contingent liabilities.
Untaxed reserves consist of a depreciation difference. This difference between scheduled depreciation and amortization and the depreciation and amortization deducted in arriving to taxable profit is presented as a separate item in the income statement and in the balance sheet.
Hybrid bond was presented as a liability in the separate financial statements of the parent company.
| 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|
|---|---|---|
| Other operating income | ||
| Gains from currency derivatives | 206 | 122 |
| Other operating income | 9 | 94 |
| Total | 216 | 216 |
| Total | -9,601 | -7,978 |
|---|---|---|
| Other operating expenses | -41 | -1 |
| Losses from currency derivatives | -15 | -196 |
| companies | -9,545 | -7,781 |
| Services purchased from group |
EUR thousand
| Salaries | -2,880 | -2,299 |
|---|---|---|
| Pension expenses | -485 | -479 |
| Other personnel costs | -143 | -89 |
| Total | -3,508 | -2,866 |
| Average number of personnel | 30 | 27 |
| Number of personnel, end of period | 28 | 29 |
Management remuneration is presented in Note 32 of the consolidated financial statements.
EUR thousand
EUR thousand
Meeting of 2015.
Depreciation, amortization and impairment by function
Depreciation, amortization and impairment by asset category
Statutory audit -116 -145 Tax consulting -22 -7 Other services -33 -17 Total -171 - 169
Ernst & Young Oy has been acting as the principal auditor of the Group and the parent company since the Annual General
1 January– 31 December 2017
1 January– 31 December 2016
Cost of goods sold -360 -205 Sales and marketing expenses -197 -116 Research and development -1,416 -1,650 Administration expenses -537 -473 Total -2,510 -2,444
Machinery and equipment -79 -59 Intangible rights -2,432 -2,385 Total -2,510 -2,444
EUR thousand
| 1 January– 31 December 2017 |
1 January– 31 December 2016 |
|
|---|---|---|
| Interest income from | ||
| group companies | 6,088 | 7,539 |
| Interest income from others | 606 | 595 |
| Dividend income from group companies |
5,921 | 4,046 |
| Other financial income from group companies |
48 | 175 |
| Other financial income from others | − | 44 |
| Net currency exchange differences | -6,839 | 1,351 |
| Interest expenses to group companies | -88 | -258 |
| Interest expenses to others | -4,285 | -4,361 |
| Other financial expenses to others | -1,278 | -564 |
| Total | 173 | 8,567 |
EUR thousand
| Received group contributions Total |
− 1,223 |
1,150 1,113 |
|---|---|---|
| cumulative accelerated depreciation | 1,223 | -37 |
| Increase (-) or decrease (+) in |
| Total | -55 | -326 |
|---|---|---|
| Income taxes from previous years | − | 15 |
| taxes | -55 | -341 |
| Withholding taxes and other direct |
EUR thousand
| Advance payments | ||||
|---|---|---|---|---|
| Intangible rights | and construction in progress |
Total 2017 | Total 2016 | |
| Acquisition cost 1 January | 15,040 | 3,066 | 18,106 | 14,973 |
| Additions | 139 | 5,823 | 5,962 | 3,173 |
| Decreases and disposals | -90 | -105 | -196 | − |
| Reclassifications | 1,261 | -1,261 | − | -40 |
| Acquisition cost 31 December | 16,349 | 7,523 | 23,872 | 18,106 |
| Accumulated amortization 1 January | -9,504 | − | -9,504 | -7,118 |
| Amortization for the period | -2,432 | − | -2,432 | -2,385 |
| Decreases and disposals | 90 | − | 90 | − |
| Accumulated amortization 31 December | -11,845 | − | -11,845 | -9,504 |
| Carrying amount 31 December | 4,504 | 7,523 | 12,027 | 8,602 |
| Advance payments | |||||
|---|---|---|---|---|---|
| Machinery and equipment |
Other tangible assets |
and construction in progress |
Total 2017 | Total 2016 | |
| Acquisition cost 1 January | 542 | 18 | − | 560 | 478 |
| Additions | 1 | − | 38 | 39 | 41 |
| Decreases and disposals | -137 | − | − | -137 | − |
| Reclassifications | 38 | − | -38 | − | 40 |
| Acquisition cost 31 December | 444 | 18 | − | 462 | 560 |
| Accumulated depreciation 1 January | -402 | − | − | -402 | -343 |
| Depreciation for the period | -79 | − | − | -79 | -59 |
| Decreases and disposals | 137 | − | − | 137 | − |
| Accumulated depreciation 31 December | -344 | − | − | -344 | -402 |
| Carrying amount 31 December | 100 | 18 | − | 118 | 157 |
EUR thousand
| Shares in group companies |
Other investments | Total 2017 | Total 2016 | |
|---|---|---|---|---|
| Carrying amount 1 January | 107,870 | 29 | 107,898 | 107,974 |
| Additions | 22,730 | − | 22,730 | − |
| Decreases and disposals | -22,730 | − | -22,730 | -76 |
| Carrying amount 31 December | 107,870 | 29 | 107,898 | 107,898 |
Group companies are presented in Note 8 of the consolidated financial statements.
The fully owned subsidiary Suominen Italy Holding S.r.l. merged into its subsidiary Mozzate Nonwovens S.r.l. on 1 September 2017. Due to the merger Suominen Corporation now owns directly the shares in Mozzate Nonwovens S.r.l.
In 2016, in accordance with the purchase agreement, the purchase price of the Brazilian subsidiary, Suominen Brasil Indústria e Comercio de Não-Tecidos Ltda. (acquired in 2014) was adjusted.
| Share of shares and votes, % |
Number of shares |
Nominal value of shares, EUR thousand |
Carrying amount of shares, EUR thousand |
Equity of the company, EUR thousand |
Profit/loss in the latest financial state ments, EUR thousand |
|
|---|---|---|---|---|---|---|
| Kiinteistö Oy Killinpolku, Virrat, Finland | 25.0 | 1 | 8 | 8 | – | – |
| Bright Maze Oy, Helsinki, Finland | 19.9 | 19,900 | 20 | 20 | -2,514 | -745 |
EUR thousand
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Trade receivables | − | 7 |
| Other receivables | 390 | 212 |
| Prepaid expenses and accrued income | ||
| Indirect taxes | − | 127 |
| Income taxes | 397 | 402 |
| Receivables from sale of subsidiary shares |
214 | 501 |
| Transaction costs of loans | 5,600 | 869 |
| Unrealized gain from currency derivatives |
24 | − |
| Other | 6 | 91 |
| Total prepaid expenses and accrued income |
6,241 | 1,990 |
| Receivables from group companies | ||
| Trade receivables | 320 | − |
| Interest-bearing receivables | 36,957 | 77,248 |
| Interest-free receivables | 820 | 2,759 |
| Total | 38,097 | 80,007 |
Total other current receivables 44,728 82,209
EUR thousand
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Share capital 1 January and 31 December | 11,860 | 11,860 |
| Share premium account 1 January and 31 December | 24,681 | 24,681 |
| Treasury shares 1 January and 31 December | -44 | -44 |
| Reserve for invested unrestricted equity 1 January | 70,855 | 69,652 |
| Conveyance of treasury shares | 84 | 80 |
| Conversion of hybrid bond | 16,484 | 1,124 |
| Reserve for invested unrestricted equity 31 December | 87,423 | 70,855 |
| Fair value reserve 1 January | 43 | − |
| Fair value changes | -43 | 43 |
| Fair value reserve 31 December | − | 43 |
| Retained earnings 1 January | 12,684 | 9 992 |
| Dividend distribution | -5,585 | -5,030 |
| Retained earnings 31 December | 7,099 | 4,962 |
| Profit / loss for the period | -463 | 7,723 |
| Shareholders' equity 31 December | 130,557 | 120,080 |
| Distributable funds EUR |
31 December 2017 |
|---|---|
| Retained earnings 31 December | 7,099,481 |
| Reserve for invested unrestricted equity 31 December | 87,423,152 |
| Treasury shares 31 December | -43,619 |
| Profit / loss for the period | -462,886 |
| Distributable funds | 94,016,127 |
EUR
| Funds available for dividend distribution | 6,592,975 |
|---|---|
| Profit / loss for the period | -462,886 |
| Treasury shares 31 December | -43,619 |
| Retained earnings 31 December | 7,099,481 |
Share capital and shares are presented in Note 15 of the consolidated financial statements.
EUR thousand
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Non-current interest-bearing liabilities | ||
| Debentures | 100,730 | 75,000 |
| Loans from financial institutions | − | 11,294 |
| Hybrid bond | − | 16,337 |
| Total non-current interest-bearing | ||
| liabilities | 100,730 | 102 631 |
| Loans from financial institutions | 15,000 | 7,812 |
|---|---|---|
| Loans from group companies | 18,724 | 51 666 |
| Total current interest-bearing liabilities | 33,724 | 59 478 |
| Total interest-bearing liabilities | 134,454 | 162 109 |
Hybrid bond is presented in Note 16 of the consolidated financial statements.
| 2018 | 2019 | 2020 | 2021 | 2022 | |
|---|---|---|---|---|---|
| Loans from financial institutions | 15,000 | − | − | − | − |
| Debentures | − | 15,730 | − | − | 85,000 |
| Total | 15,000 | 15,730 | − | − | 85,000 |
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Non-current interest-free liabilities | ||
| Accrued interest on hybrid bond | − | 187 |
| Total non-current interest-free liabilities | − | 187 |
| Current interest-free liabilities | ||
| Trade payables | 1,692 | 549 |
| Other current liabilities | 134 | 357 |
| Accrued expenses | ||
| Accrued interest expenses | 736 | 912 |
| Accrued personnel expenses | 484 | 411 |
| Other accrued expenses | 8 | 1 |
| Total accrued expenses | 1,228 | 1,324 |
| Total current interest-free liabilities | 3,054 | 2,230 |
| Total interest-free liabilities | 3,054 | 2,417 |
EUR thousand
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Guarantees | ||
| On behalf of group companies | 12,490 | 18,385 |
| On behalf of others | − | 963 |
| On own behalf | 61 | 61 |
| Total | 12,551 | 19,409 |
Guarantees on behalf of group companies are guarantees given to suppliers. Guarantees on behalf of others were guarantees given on behalf of the Flexibles business which was disposed in 2014.
| Rental and leasing obligations | |||
|---|---|---|---|
| -- | -- | -------------------------------- | -- |
| 365 | 516 |
|---|---|
| 239 | 216 |
Electricity derivatives
EUR thousand
EUR thousand
Electricity forward contracts 594 43
| Nominal and fair values of derivative instruments |
31 December 2017 | 1 January– 31 December 2017 |
1 January– 31 December 2016 |
||
|---|---|---|---|---|---|
| Nominal value |
Fair value |
Adjustment to profit / loss for the period |
|||
| Currency forward contracts | Change in depreciation difference | -1,223 | 37 | ||
| External | 1,334 | 24 | Group contributions | − | -1,150 |
| Financial income and expenses | -173 | -8,567 | |||
| Income taxes | 55 | 326 | |||
| Nominal and fair values of | Depreciation and amortization | 2,510 | 2,444 | ||
| derivative instruments | 31 December 2016 | Other non-cash items in profit | |||
| Nominal | Fair | for the period | 124 | 25 | |
| value | value | Total adjustments to profit / loss | |||
| Currency forward contracts | for the period | 1,293 | -6,885 | ||
| External | 2,396 | 30 |
The loss of the financial year 2017 of Suominen Corporation, the parent company of Suominen Group, was EUR 462,886.34. The funds distributable as dividends, including the loss for the period, were EUR 6,592,975 and total distributable funds were EUR 94,016,127.
The Board of Directors proposes that a return of capital of EUR 0.11 per share shall be distributed for the financial year 2017 from the reserve for invested unrestricted equity and that the loss shall be transferred to retained earnings. On 30 January 2018 the company had 57,382,939 issued shares, excluding treasury shares. With this number of shares, the total amount of the return of capital would be EUR 6,312,129.29.
There have been no significant changes in the company's financial position after the end of the review period.
Helsinki 30 January 2018
Jan Johansson Chair of the Board Risto Anttonen Andreas Ahlström Hannu Kasurinen Laura Raitio Jaana Tuominen
Nina Kopola President & CEO
To the Annual General Meeting of Suominen Corporation
We have audited the financial statements of Suominen Corporation (business identity code 1680141-9) for the year ended 31 December, 2017. The financial statements comprise the consolidated balance sheet, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including a summary of significant accounting policies, as well as the parent company's balance sheet, income statement, statement of cash flows and notes.
• the consolidated financial statements give a true and fair view of the Group's financial position as well as its financial performance and its cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
• the financial statements give a true and fair view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.
Our opinion is consistent with the additional report submitted to the Audit Committee.
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor's Responsibilities for the Audit of Financial Statements section of our report.
We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 24 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud.
We refer to the Group's accounting policies and Note 22
Revenue is recognised when the risks and rewards of the underlying products have been transferred to the customer.
The management of the Group focuses on sales as a key performance measure which could create an incentive for sales to be recognized before the risks and rewards have been transferred.
Revenue recognition was determined to be a key audit matter and a significant risk of material misstatement referred to in EU Regulation No 537/2014, point (c) of Article 10(2) due to the identified risk of material misstatement in timely revenue recognition.
Our audit procedures to address the risk of material misstatement relating to revenue recognition, included, among others:
• assessing the Group's accounting policies over revenue recognition and comparing them with applicable accounting standards;
Refer to the Significant accounting policies, the Critical accounting estimates and judgements and Note 7
The Group has multiple production facilities located in several countries requiring significant investments. Property, plant and equipment were significant to our audit as a consequence of significant production line investment. Carrying value of tangible fixed assets in the financial statements is EUR 136,7 million (42 % of total assets). The production line has been completed during the year and taken into production.
As part of the accounting for investments management judgement impacts the carrying value of property, plant and equipment and their respective depreciation profiles. These judgments include:
• the timeliness of the transfer from assets under construction to completed assets and booking of depreciations is started
Refer to the Critical accounting estimates and judgements and Note 28
The Group operates in a number of jurisdictions around the world, with differing tax regimes, resulting in different subjective interpretation of local tax laws especially relating to complex tax matters. The Group has extensive international operations, which requires judgements and estimates in relation to tax matters and exposures resulting in the recognition of tax assets and liabilities. These judgements and estimates are open to assessment from multiple tax authorities. The future actual outcome of the decisions concerning these tax exposures may result in materially higher or lower realized taxes than what has been preliminary included in the accompanying financial statements.
We included in our audit team local and international tax specialists to analyse and assess the assumptions used to determine tax positions and corroborating the assumptions with supporting evidence. We tested the amounts recognized as current and deferred tax, including the assessment of other judgemental tax positions. This area of our audit procedures included, among others, assessment of the impact of the Group's correspondence with relevant tax authorities and the evaluation of tax exposures. In addition with respect to deferred tax assets we assessed management's assumptions to determine the probability that deferred tax assets recognised in the statement of financial position will be recovered through taxable income in future years and available tax planning strategies. We also assessed the Group's disclosures in the consolidated financial statements.
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company's and the Group's ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company's or the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We were first appointed as auditors by the Annual General Meeting on 19.3.2015, and our appointment represents a total period of uninterrupted engagement of 3 years.
The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report, but does not include the financial statements and our auditor's report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor's report, and the Annual Report is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Helsinki January 30, 2018
Ernst & Young Oy Authorized Public Accountant Firm
Kristina Sandin Authorized Public Accountant
| 2017 | 2016 | 2015 | |
|---|---|---|---|
| Net sales, EUR million | 426.0 | 416.9 | 444.0 |
| Comparable operating profit, EUR million % of net sales |
15.0 3.5 |
25.6 6.1 |
31.2 7.0 |
| Operating profit, EUR million, % of net sales |
15.0 3.5 |
25.6 6.1 |
31.8 7.2 |
| Profit before income taxes, EUR million % of net sales |
12.4 2.9 |
22.4 5.4 |
26.5 6.0 |
| Profit for the period, EUR million % of net sales |
14.5 3.4 |
15.2 3.7 |
17.0 3.8 |
| Cash flow from operations, EUR million | 22.2 | 28.5 | 27.3 |
| Total assets, EUR million | 325.7 | 315.6 | 291.7 |
| Return on equity (ROE), % | 10.6 | 11.6 | 14.4 |
| Return on invested capital (ROI), % | 6.6 | 11.6 | 15.9 |
| Equity ratio, % | 41.8 | 45.3 | 43.2 |
| Interest-bearing net debt, EUR million | 81.4 | 56.6 | 32.5 |
| Capital employed, EUR million | 246.6 | 237.3 | 222.6 |
| Gearing, % | 59.8 | 39.6 | 25.9 |
| Gross capital expenditure, EUR million % of net sales |
37.2 8.7 |
53.3 12.8 |
23.7 5.3 |
| Depreciation, amortization, impairment losses and reversals of impairment losses, EUR million |
-19.3 | -18.5 | -17.7 |
| Expenditure on research and development, EUR million as % of net sales |
4.7 1.1 |
4.3 1.0 |
3.5 0.8 |
| Average number of personnel | 670 | 646 | 614 |
Some of Suominen's key ratios are alternative performance measures. An alternative performance measure is a key ratio which has not been defined in IFRS standards. Suominen believes that the use of alternative performance measures provides useful information for example to investors regarding the Group's financial and operating performance and makes
Operating profit, or earnings before interest and taxes (EBIT) is an important measure of profitability as by ignoring income taxes and financial items it focuses solely on the company's ability to generate profit from operations. Operating profit is presented as a separate line item in the consolidated statement of profit or loss.
| it easier to make comparisons between the reporting periods. | Operating profit (EBIT) | = | Profit before income taxes + net financial expenses |
|---|---|---|---|
| Comparable operating profit (EBIT) | = | Profit before income taxes + net financial expenses, adjusted with items affecting comparability |
In order to improve the comparability of result between reporting periods, Suominen presents comparable operating profit as an alternative performance measure. Operating profit is adjusted with material items that are considered to affect comparability between reporting periods. These items include, among others, impairment losses or reversals of impairment losses, gains or losses from the sales of property, plant and equipment or intangible assets or other assets and restructuring costs. Suominen did not have any items affecting comparability in 2017 or 2016.
EBITDA is an important measure that focuses on the operating performance excluding the effect of depreciation and amortization, financial items and income taxes, in other words what is the margin on net sales after deducting operating expenses.
| Reference | EUR thousand | 2017 | 2016 |
|---|---|---|---|
| Consolidated statement of profit or loss | Operating profit | 15,000 | 25,622 |
| Note 26 | + Depreciation, amortization and impairment losses | 19,349 | 18,520 |
| EBITDA | 34,349 | 44,142 |
Suominen considers gross capital expenditure as a relevant measure in order to understand for example how the Group maintains and renews its production machinery and facilities.
Gross capital expenditure includes also capitalized borrowing costs and capitalized cash flow hedges.
| Reference | EUR thousand | 2017 | 2016 |
|---|---|---|---|
| Note 6 | Increases in intangible assets | 6,027 | 3,300 |
| Note 7 | Increases in property, plant and equipment | 31,183 | 50,020 |
| Gross capital expenditure | 37,210 | 53,320 | |
Cash and cash equivalents = Cash + other financial assets
Suominen considers interest-bearing net debt to be an important measure for investors to be able to understand the Group's indebtedness. It is the opinion of Suominen that presenting interest-bearing liabilities not only at amortized cost but also at nominal value gives relevant additional information to the investors.
Interest-bearing net debt = Interest-bearing liabilities at nominal value – interest-bearing receivables – cash and cash equivalents
| Reference | EUR thousand | 2017 | 2016 |
|---|---|---|---|
| Note 17 | Interest-bearing liabilities | 110,472 | 94,497 |
| Tender and issuance costs of the debentures | 5,538 | − | |
| Note 11 | Interest bearing receivables | -7,409 | -8,386 |
| Consolidated statement of financial position | Cash and cash equivalents | -27,240 | -29,522 |
| Interest-bearing net debt | 81,360 | 56,589 | |
| Note 17 | Interest-bearing liabilities | 110,472 | 94,497 |
| Tender and issuance costs of the debentures | 5,538 | − | |
| Note 17 | Nominal value of interest-bearing liabilities | 116,010 | 94,497 |
The return on equity is one of the most important profitability ratios used by owners and investors. The ratio measures the ability of a company to generate profits from its shareholders' investments in the company and it defines the yield on the company's equity during the reporting period.
| Return on equity (ROE), % = |
Profit for the reporting period (rolling 12 months) x 100 Total equity (quarterly average) |
|||
|---|---|---|---|---|
| Reference | EUR thousand | 2017 | 2016 | |
| Consolidated statement of profit or loss | Profit for the reporting period (rolling 12 months) | 14,478 | 15,233 | |
| Total equity 31 December 2016 / 2015 | 142,824 | 125,716 | ||
| Total equity 31 March 2017 / 2016 | 139,902 | 120,806 | ||
| Total equity 30 June 2017 / 2016 | 134,074 | 130,712 | ||
| Total equity 30 September 2017 / 2016 | 132,564 | 135,186 | ||
| Consolidated statement of financial position | Total equity 31 December 2017 / 2016 | 136,117 | 142,824 | |
| Average | 137,096 | 131,049 | ||
| Return on equity (ROE), % | 10.6 | 11.6 |
| Reference | EUR thousand | 2017 | 2016 |
|---|---|---|---|
| Consolidated statement of financial position | Total equity | 136,117 | 142,824 |
| Note 17 | Interest-bearing liabilities | 110,472 | 94,497 |
| Invested capital | 246,589 | 237,321 |
Return on invested capital is one of the most important key ratios.It measures the relative profitability of the company, ie. the yield on the capital invested in the company.
| 2016 |
|---|
| 25,622 |
| 727 |
| 26,349 |
| 222,578 |
| 217,181 |
| 227,594 |
| 228,648 |
| 237,321 |
| 226,664 |
| 11.6 |
Financial income does not include fair value changes of liabilities at fair value through profit or loss.
Equity ratio is an important key ratio as it measures the solidity of the company, the company's tolerance for losses and ability to cover its long-term commitments. The performance measure shows how much of the company's assets are financed with equity. The equity creates a buffer against potential losses, and equity ratio represents the level of this buffer.
| Total equity x 100 | ||||
|---|---|---|---|---|
| Equity ratio, % = Total assets - advances received |
||||
| Reference | EUR thousand | 2017 | 2016 | |
| Consolidated statement of financial position | Total equity | 136,117 | 142,824 | |
| Consolidated statement of financial position | Total assets | 325,666 | 315,628 | |
| Note 21 | Advances received | -8 | -3 | |
| 325,659 | 315,625 | |||
| Equity ratio, % | 41.8 | 45.3 |
Gearing represents the ratio between the equity invested by the owners of the company and the interest-bearing liabilities borrowed from financiers. Gearing is an important performance measure in assessing the financial position of a company. A high gearing is a risk factor which might limit the possibilities for growth of a company and narrow its financial freedom.
| Reference | EUR thousand | 2017 | 2016 |
|---|---|---|---|
| Consolidated statement of financial position | Interest-bearing net debt | 81,360 | 56,589 |
| Total equity | 136,117 | 142,824 | |
| Gearing, % | 59.8 | 39.6 |
In 2018, Suominen Corporation discloses financial information on quarterly basis and will publish the following financial releases:
Interim Report January–March on Thursday 26 April approximately at 8.00 am
Half Year Report January–June on Friday 3 August approximately at 8.00 am
Interim Report January–September on Thursday 25 October approximately at 8.00 am.
Suominen's Financial Statement Release of 2017 was published on 30 January 2018.
All times are Eastern European Time (EET/EEST).
Financial reports and other Stock Exchange Releases are published in Finnish and English and are available on the company's website www.suominen.fi immediately after their publication. The English editions are translations of the Finnish originals, which will prevail in the event of any dispute.
Notice is given to the shareholders of Suominen Corporation to the Annual General Meeting to be held on Wednesday 15 March 2018 at 10.00 am at Finlandia Hall (Mannerheimintie 13 e, 00100 Helsinki). The reception of persons registered for the meeting will commence at 9.00 am. During the coffee service after the Annual General Meeting, shareholders will have the opportunity to meet the management of the company.
Notice of the Annual General Meeting has been announced as stock exchange release on 30 January 2018. All materials to the Annual General Meeting are available on the company's website www.suominen.fi > Investors > Corporate Governance > General Meetings of Shareholders > AGM 2018.
Each shareholder who is registered on 5 March 2018 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder, who wishes to participate in the Annual General Meeting, shall register for the meeting no later than 9 March 2018 before 4.00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date and time. Such notice can be given:
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative.
The Board of Directors proposes that a return of capital corresponding to 0.11 euros per share shall be distributed regarding the financial year of 2017. The record date for the payment is 19 March 2018 and the return of capital shall be paid on 28 March 2018.
For investors, the primary point of contact at Suominen is Anu Heinonen, Vice President, Corporate Communications & IR, tel. +358 10 214 3555.
Requests for management appointments shall be addressed to Eeva Oinonen, Executive Assistant, PA to President & CEO, tel. +358 (0)10 214 3551.
E-mail addresses follow the format [email protected].
Suominen applies the principle of closed period before the publications of its financial reports. The time frame of the closed period is 30 calendar days. During the closed period, defined Directors and Core persons of Suominen may not trade or conduct other transactions relating to the share or another financial instrument of the company. In 2018, the closed periods are scheduled as follows:
28 March–26 April
5 July–3 August
26 September–25 October.
Additionally, Suominen applies the principle on silent period. It commences 30 days prior to the publishing of a financial report and ends on the date publishing thereof. No investor meetings are organized during the silent period nor are the Group's financial results or development commented.
Head Office Itämerentori 2 FI-00180 Helsinki Finland Tel. +358 10 214 300 [email protected]
Detailed contact information to Suominen locations worldwide is available at www.suominen.fi
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