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Aspo Oyj — Annual Report 2006
Mar 20, 2007
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Annual Report
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Aspo Annual Report 2006
| Aspo in Brief | 2 |
|---|---|
| Business Concept | 3 |
| CEO's Review | 4 |
| Aspo Chemicals | 6 |
| Aspo Shipping | 12 |
| Aspo Systems | 18 |
| Personnel and Environment | 24 |
| Corporate Governance | 26 |
| Summary of 2006 Releases | 32 |
| Financial Statements | |
| Report of the Board of Directors | 33 |
| Consolidated Financial Statements, IFRS | |
| Consolidated Income Statement | 38 |
| Consolidated Balance Sheet | 39 |
| Consolidated Cash Flow Statement | 40 |
| Statement of Changes in Shareholders' Equity | 41 |
| Notes to the Consolidated Financial Statements | 42 |
| Key Figures | 66 |
| Parent Company's Financial Statements, FAS | |
| Parent Company's Income Statement | 68 |
| Parent Company's Balance Sheet | 69 |
| Parent Company's Cash Flow Statement | 70 |
| Notes to the Parent Company's Financial Statements | 71 |
| Shares and Shareholders | 76 |
| Proposal of the Board on the Distribution of Earnings | 78 |
| Auditors' Report | 79 |
| Information for Shareholders | 80 |
Aspo provides logistical support services for industry. We serve companies in the processing and energy sectors, both of which require extensive specialist knowledge and logistical competence.
Aspo's customer relations are long-term partnerships based on solid trust. We have concentrated our operations around the Baltic Sea area.
We operate in three divisions:
Aspo Chemicals
imports and markets industrial chemicals and plastic raw materials, and produces branded automotive chemicals.
Aspo Shipping
handles marine raw material transports for the energy and heavy industry sectors.
Aspo Systems
provides automation systems and maintenance services for service stations.
| Key Figures |
|---|
| 2006 | 2005 Change,% | ||
|---|---|---|---|
| Net Sales, MEUR | 225.9 | 204.9 | 10.2 |
| Operating Profi t after Depreciation, MEUR | 12.8 | 17.3 | –26.0 |
| Share of Net Sales, % | 5.7 | 8.4 | |
| Profi t before Taxes, MEUR | 11.1 | 15.8 | |
| Share of Net Sales, % | 4.9 | 7.7 | |
| Earnings / Share, EUR | 0.32 | 0.45 | |
| Earnings / Share, EUR (adjusted) | 0.31 | 0.43 | |
| Equity / Share, EUR | 2.26 | 2.30 | |
| Equity Ratio, % | 45.2 | 47.2 | |
| Gearing, % | 35.7 | 23.6 | |
| Personnel, December 31 | 694 | 681 |
Aspo's Financial Objectives:
- Operating profi t as a percentage of net sales closer to 10% than 5%
- Approximately 10–15% annual net sales growth
- Return on investment and on equity more than 20% on average
- Distribute approximately half of the year's profi t in dividends
Net Sales

Operating Profit
MEUR

Earnings and Dividend / Share

Our vision is to increase Aspo's value and competence over the long term, from one generation to the next.
Aspo provides logistical support services for industry. We serve companies in the processing and energy sectors, both of which require extensive specialist knowledge and logistical competence. We are responsible for an important part of our clients' supply chains.
Our vision is to increase Aspo's value and competence over the long term, from one generation to the next. Our goal is to establish enduring client relationships based on strong partnerships and accumulated know-how. We believe this is the best way to increase shareholder value. Aspo has been in the shipping business for more than 50 years, in the chemicals business for more than 40 years, and in the service station automation business for over 30 years.
All three of our divisions serve demanding B-to-B clients. Our logistics know-how is diversifi ed: we have a long history of managing a variety of value chains. This helps us to better understand the customer's logistics as a whole.
We have concentrated our operations around the Baltic Sea area, which also serves as the home market for our key customers. The Baltic Sea is an economic area with its own unique character that requires its own logistical infrastructure. The Baltic Sea also serves as a major import and export channel for Russia and other East European countries.
As a diversifi ed company we have a good overview of the evolving business environment. We can leverage experience gained in one sector and transfer what we have learned to other sectors and customer relationships. This allows us to serve our customers better.
Expansion into new market areas provides an excellent opportunity to capitalize on the benefi ts of diversifi cation. Our divisions can adopt best practices from one other and learn from each other's mistakes. This is a valuable asset, particularly in the Russian and East European markets.
Aspo Chemicals: Linking Producers & End Users
In industrial chemicals Aspo Chemicals' strategy is to link raw material producers and chemical end users. Superior logistical know-how has given Aspo Chemicals excellent credentials to assume responsibility for a part of both the producer and end user businesses. Our key strengths include product and product processing know-how and expert service.
In plastic raw materials our strategy revolves around effi ciently serving small and medium size subcontractors who manufacture plastic components. These fi rms have to react rapidly to the changing needs of their own customers, so a responsive local distributor is crucial to their competitiveness. Aspo Chemicals is able to supply its customers with plastic raw materials tailored exactly to their needs.
Aspo Shipping: Just-In-Time Delivery
Aspo Shipping's strategy is to ensure the effi cient transport of raw materials for energy producers and industry. Shipping takes particular care of vital transports for businesses that require reliable deliveries all year round and utilize Just-In-Time (JIT) delivery principles based on pinpoint scheduling. Just-In-Time requires a great deal of fl exibility and reliability from the shipping company. Customer relationships strengthened over many years, a good reputation, and a suffi ciently large and interchangeable fl eet provide a clear competitive advantage for Aspo Shipping.
Aspo Systems: Total Petrol Station Automation – Reliably
The Aspo Systems' strategy is to act as a long-term partner for the market's leading service station chains by providing reliable, cost-effective automation solutions. These chains require dependable suppliers with state-of-the-art automation systems and equipment and, most importantly, maintenance services that ensure uninterrupted operations. With its extensive maintenance services and technologically advanced systems, Aspo Systems can provide service stations with a reliable total service.
Shipping Division's increased expenses forced Aspo to revise its earnings forecast downwards. In the second half, performance returned to normal and Aspo is positioned to perform well this year.
Despite a favorable general market situation, 2006 produced many unhappy surprises for the Shipping and Systems Divisions. As a result, Aspo's earnings last year were disappointing. We have every reason to believe this was an exceptional year, and we intend to regain our normal level of performance without delay.
Chemicals was the star last year, as it was able to produce an excellent result in a highly competitive market. Prices showed a steady increase, and the demand for the unit's products was strong. The organizational changes made in the Eastern markets and the measures taken to enhance logistical effi ciency also contributed to the strong performance.
For Chemicals, the year saw a breakthrough in the Eastern markets. In the third quarter international units generated a better operating profi t than Finnish operations for the fi rst time. I believe this milestone will affect the dynamics in the Chemicals Division: It is easier to set out to conquer new markets when you have a proven track record. It is now evident that the future of Chemicals lies in the rapidly growing Eastern markets.
The Chemicals Division will continue to strive for powerful sales growth and, as a result, rising net earnings. With the margins in the industry gradually declining, the only way to succeed is to generate powerful growth in net sales. Being bigger also bolsters the Chemicals Division's market position. A larger clientele and a more extensive product portfolio will likewise boost competitiveness.
For Shipping, 2006 was a challenging year. We knew that emissions trading would stir up the energy markets, but due to unforeseen weather conditions and other factors the markets were in a deeper turmoil than was expected. Even though the demand for energy coal was up, there were availability problems that caused us to lose some coal shipments. Furthermore, the shipping line's expenses grew. For example, fuel prices rose more sharply than we anticipated, which affected our profitability. The shipping line's operational effi ciency declined as a consequence of all of these factors.
Although it was a diffi cult year for Shipping, the Division put in an excellent fi nal spurt. At the year-end, earnings had already returned to the targeted level. Another positive element was that its fl eet modernization program was very successful. The timing for acquiring the vessels from India was excellent, ensuring a competitive price. We were also able to exploit the increase in prices for used tonnage and sell the Ms Arkadia at a very good price.
Shipping has the prerequisites for success in 2007. As a result of our vessel divestiture, we will have to serve our customers with a slightly smaller capacity, which will require more effi cient operations. We will also pay attention to cost management and cost-cutting. Given the current positive market conditions, we are well positioned to succeed this year. As the most capital-intensive of Aspo's businesses, the Shipping Division also has the most pressure to generate earnings and cash fl ow. In that respect, it is clearly the Group's business engine.
For the Systems Division's Autotank, 2006 was a year of great expectations and some disappointments. New orders associated with the chip card introduction had already been secured, but due to industry consolidation all investments were frozen. Fortunately we were able to react quickly and managed to match costs to demand. After a challenging start, the second half of the year went well.
Mergers and acquisitions in the service station industry simplifi ed the market situation and investments are back on track again. In addition to technology investments, we expect to see demand for makeovers and harmonization projects pick up.
Autotank is now trimmed for a great performance. If it fails to strike now and live up to expectations, we will have to reconsider the unit's position. Autotank's earnings in the fi nal quarter are promising. The unit has every opportunity to improve its profi tability considerably from last year.
Aspo's Baltic Sea strategy has demonstrated its rationale. The Baltic Sea is clearly a gateway to new growth markets, which continue to be increasingly important for all of our business areas. Sustained success in the Eastern markets also requires careful risk management. We feel Aspo has succeeded very well in this area.
The structural changes implemented at Aspo in the past few years have permanently reduced the impact of foreign exchange rates on the company's performance. However, oil prices will continue to be a key factor. Oil prices affect several things: The business of Autotank's clientele, the Shipping Division's fuel costs and the price of coal, as well as the market price of chemicals. A relatively stable price level would be the most favorable trend from Aspo's perspective.
Aspo's new personnel fund got off to a good start. It refl ects Aspo's operational diversity: A bonus tied to overall performance works better than the previous, business-specifi c system. Similarly, the incentive system for key personnel tied to share performance, which closed at the end of last year, was successful: It enhanced key personnel's commitment and was rewarding.
Measures were taken in all business areas in 2006 that will provide us with good opportunities to succeed this year. I would like to thank our motivated personnel, our customers, other interest groups, and the almost 5,000 Aspo shareholders. We have started the year 2007 in high spirits and extremely hungry for success.



Aspokem's International Units Outperform Finnish Counterparts
Interim Report October 26, 2006


For the first time, Aspokem's international units' operating earnings were higher than in Finland, suggesting the company's focus has permanently shifted to the Eastern markets.
Over the past few years, Aspokem has made strong progress in Russia, Ukraine and the Baltic countries. All of these areas performed well in 2006.
The Industrial Chemicals unit in Russia generated Aspokem's best performance last year. The Plastics and Automotive Chemicals sectors also saw strong growth in Russia.
"The basic level of demand in Russia is strong, and we have been able to recruit good people. They know the local markets and have identifi ed new business opportunities for us. Also, the share of legitimate trade in Russia has increased as the authorities have clamped down on illegal imports and other misconduct. This has been a great help to companies like ours that run a legitimate business," says Jari Ranne, President of Aspokem.
Aspokem has a staff of 27 in Russia, most of whom work in St. Petersburg. The company has a large warehouse in St. Petersburg where the majority of products are shipped directly from Europe. In the warehouse, bulk products are dispensed into small containers or barrels and distributed to customers. In practice, all the operations existing in Finland are already running in Russia.
"The volume of goods passing through the warehouse in St. Petersburg represents almost half of the volume of goods transported through the Rauma terminal. The biggest difference is the lack of tanks. We are looking for a location for a larger terminal somewhere between St. Petersburg and Moscow, which would allow us to trade in considerably larger volumes."
Focus on More Complex Products
Chemicals distribution is an industry that features fi erce competition in Russia, too, and margins are largely the same as they are in Western countries. However, operations are much more profi table as fi xed costs remain signifi cantly lower. In some product groups illegal import continues to play a big role, and ethical companies are unable to compete in these areas.
The growth of the Russian markets benefi ts practically all industries using chemicals; for instance, the boom of the construction industry serves as a growth engine for the paint industry. Russia makes some basic chemicals and plastics locally, but the more complex products are imported. This higher end product segment is where Aspokem operates. But from time to time there is a good market for basic products, too.
"Chemical plants require scheduled maintenance, and they have to be shut down for the duration of the maintenance operation. When the local product is not available, the raw material is purchased at Western prices. We have very skilled salespeople who can anticipate and tap into these opportunities, allowing us to sell large quantities quickly," Ranne explains.
The Ukrainian markets follow the development that has already taken place in Russia, with a slight lag. The market area of 50 million people offers enormous potential. Ranne anticipates that in 2007, Aspokem will generate larger net sales in Ukraine than in Estonia, and that it will approach the net sales of the biggest Baltic market, namely Latvia.
Some strategic changes have been implemented in the Baltic operations that also contributed to the excellent performance of the international units. Automotive chemicals production has been partially outsourced, and the focus in raw materials was shifted from high-volume products to more technical products with higher margins. As a result, the Baltic business generates higher earnings with lower volumes.
Aspokem's business focus is being shifted to the Eastern markets, as indicated by the company's new unit that concentrates on identifying new business opportunities. The unit's personnel include one Polish, one Ukrainian and one Chinese specialist.
"The unit can, for example, fi nd suitable customers for our existing principals' products that were previously not included in our offerings. But our highest expectations relate to a business model where our customers send us signals concerning a product supplied by another distributor. This type of feedback is generally offered on products with quality problems or very little competition. This feedback offers us a starting point to start looking for alternative raw material manufacturers for the customers."
The new business model has already generated new business. For example, some raw materials identifi ed on the basis of customer feedback are being imported to Russia from China. In this model, seamless cooperation between salespeople and the new unit is essential. Communication has to be fast and open.
Aiming to Become a Bigger Player
Aspokem aims to increase its net sales to well over EUR 100 million in three years. To reach this objective, Aspokem is seeking organic growth as well as expansion through acquisitions. In April 2006, Aspokem acquired Sealco, a company importing automotive chemicals and products.
"The acquisition provided new opportunities in the Eastern markets, too. We have established relations with new principals that offer products with major growth potential in Russia and Ukraine. We are interested in items such as car makeover products that are in extremely high demand," Ranne says.
The chemicals industry is going through a major structural change. A number of raw material manufacturers are being sold and many have been acquired by investment banks, which suggests that corporate restructuring in the industry will continue. For a distributor such as Aspokem, this underlines the importance of healthy and open relationships. From Aspokem's perspective, investment banks make good owners for raw material manufacturers as they rarely have an existing distributor network.
The new European REACH regulation on chemicals is a much-debated issue in the chemicals industry. Many of the practical applications of the regulations remain unresolved. These include the distribution of costs resulting from the testing of chemicals. Furthermore, the regulations do not take a concrete position on products in which the chemicals in question have been used. The practical impact of REACH on Aspokem and the entire industry will only become apparent over the next few years.



Aspokem is the leading distributor of chemicals and plastics in Finland and its neighboring areas, serving as a link between the raw material producers and end users.
The Division's strength lies in specialist know-how, acquired over many years, related to the raw materials required in its customers' processes. Aspokem has three business areas: Industrial Chemicals, Plastic Raw Materials and Automotive Chemicals. In addition to Finland, the Division has operations in Russia, Ukraine, Estonia, Latvia, Lithuania and Sweden. Finland accounts for approximately 60% of the net sales.
Customers and Added Value
Our industrial chemicals customers include companies working in the coatings and paints, inks, process, feed, chemicals and pharmaceutical industries. Our competitive advantage derives from the most versatile storage system in the business, effi cient logistics, a comprehensive product range and long-term cooperation with some of the leading international chemical manufacturers.
Our plastic raw material customers include both electrical and electronics companies, as well as fi rms producing various consumer goods. We supply these customers with engineering and volume plastics. In plastic raw materials our competitive strengths include the largest product range in the business, effi cient logistics and technical support service in combination with tailored deliveries, feeding material directly into the customer's production process.
The Automotive Chemicals unit manufactures branded products from our own raw materials. Zero and Polar are the leading coolant brands in Finland and the Baltic countries.
Fiscal 2006
Earnings in 2006 saw a clear improvement from the previous year. In Russia, demand picked up and legal trade signifi cantly increased its share in the country's markets. Furthermore, Aspokem was able to generate entirely new business in Russia. Other earnings factors included structural changes implemented in the Baltic countries, and the fact that business in Ukraine began to generate earnings. In Finland, however, total demand showed only modest growth and competition intensifi ed. The company's fi nancial performance in Sweden fell short of expectations.
Key Earnings Factors
The prices of raw materials change very quickly, which underlines the importance of accurately timed purchases. About a fi fth of the purchases are made in US dollars, which means the weakening of the dollar improves the Division's earnings. The impact of weather accounts for no more than a quarter of Automotive Chemicals earnings. In terms of demand, the optimal winter is mild and muddy.
In the EU countries, the new European chemical legislation REACH may, at worst, result in the chemicals industry relocating its operations outside the EU area. Aspokem expects the biggest growth in the next few years to take place in the major Eastern European countries such as Russia and Ukraine.
Aspo Chemicals
Net Sales

Share in Group Net Sales
| 39.4% | |||||
|---|---|---|---|---|---|
| 0 | 20 | 40 | 60 | 80 100 | |
Operating Profit

Net Sales Distribution

Net Sales Distribution by Country

ASPO ANNUAL REPORT 2006
ESL Shipping to Order New Vessels from India
Stock Exchange Bulletin January 16, 2006

Last year ESL Shipping made a major investment in two new ice-strengthened dry cargo vessels. These vessels will further enhance the efficiency of the company's fleet.
Correct timing of acquisitions and divestitures is a key element in ESL Shipping's strategy. Shipbuilding takes time and the order processes are lengthy, which means the shipping company must have a strong vision of customers' prospects.
"We are in a service business. Customer needs determine the type and size of the vessels in our fl eet," says Markus Karjalainen, President of ESL Shipping.
The vessels ordered from India will be commissioned in 2008 and 2009. The decision-making process preceding an order takes time, and is based on future capacity requirements. These needs determine the specifi cations of the vessel; after that, the next step is to fi nd a builder and negotiate the details of the order. Considering that the vessel is typically in service for 20 to 30 years, the investment decision requires a great deal of foresight.
"Close partnerships are vital when planning and timing vessel orders. We must have an accurate understanding of the direction our customers' and their customers' business environment is taking. This requires a high degree of trust and confi dence, as well as an open dialogue between partners."
Close partnerships also help the fl eet operate effi ciently. Planning the fl eet's operations requires matching a number of different needs – for instance, the schedules should have some room for fl exibility and fi ne-tuning when necessary. Therefore, it's important to have good personal relationships, not only with customers but also with shippers and key people in ports.
A State-of-the-Art Fleet
When ordered at the beginning of 2006, the two vessels cost approximately EUR 50 million. Shipyards have enjoyed a continued upward trend, which means the price of a similar order would be considerably higher today. Since the prices of used vessels are also high at the moment, ESL Shipping decided to divest the second oldest vessel in its fl eet, the Ms Arkadia built in 1983. The deal was closed in January 2007 and generated a gain of EUR 10 million.
The divestiture of the Arkadia will reduce transport capacity somewhat, but with effi cient operations the impact on cargo volumes should be relatively small. The fl eet is operating at full capacity at the moment. This is not an obstacle for growth as new vessels can be acquired quickly if necessary, even before the arrival of the fi rst vessel ordered from India. There is no need to buy or own the vessels, as transport capacity can be chartered in various ways.
"Our fl eet is in very effi cient use, and the Ms Credo, which was commissioned in the spring, has further enhanced its versatility. The commissioning of the new vessels will further boost our effi ciency," Karjalainen says.
The Ms Credo and the new vessels are so-called Eira class ships. Ms Eira was commissioned in 2001 and has proved its performance in terms of size and technology in demanding winter conditions as well. All vessels in the Eira-class are 20,000-dwt bulk carriers equipped with on-deck cranes and are built to the highest Finnish ice class. They have been specifi cally designed for the cargo volumes typically carried by ESL Shipping and the shipping line's preferred ports.
"What makes this business profi table is effective two-way traffi c. We have to minimize the time vessels sail without cargo. Consequently, it's important that we have replacement vessels that allow us to plan the fl eet operations with maximum fl exibility."
It is not unusual in this business for plans to change quickly for a variety of reasons beyond the shipping company's control. Weather conditions and congestion in harbors change shipping schedules, which means an interchangeable fl eet makes it easier to design an effective transport schedule.
The Booming Baltic Sea Region
The Baltic Sea, ESL Shipping's home market, is one of the fastest growing transport markets in the world. Transport to Russia serves as the growth engine. While there is a lot of potential in the transport sector, the bottlenecks in ports and on railways hold back growth.
Furthermore, Russian transport primarily works in just one direction: industrial goods and consumer goods are imported into the country, and raw materials are exported, but the same vessels do not carry the cargo. This is why ESL Shipping's close proximity produces a clear advantage.
"We have established good relationships in Russia, and we know how things work there. As the country's sizeable markets continue to develop, these relationships may become all the more valuable," Karjalainen points out.
ESL Shipping carries large amounts of energy coal from Russia. The fl uctuations in demand for coal have become more diffi cult to anticipate. The price fl uctuation range has grown and the price cycles have accelerated. Several factors affect the price of coal, including changes in oil prices, emission rights, taxation and weather conditions.
The steel industry offers more stability in terms of transport. The volume of transport serving the steel industry in the Gulf of Bothnia is growing. The company's Eira class vessels will play a major role in sea transport for the steel industry by the end of the decade, particularly once the Raahe port is deepened.


ESL Shipping is the leading dry bulk sea transport company operating on the Baltic Sea.
The Division's strengths include its customer relationships built on long-term trust: Important raw material deliveries make ESL Shipping an integral part of its customers' logistics chain.
ESL Shipping's operating range covers the entire Baltic Sea region. The shipping company's self-discharging vessels are designed specifi cally to operate in the demanding Baltic conditions. The icestrengthened and shallow draft ships are able to enter safely even the shallowest ports fully loaded. All vessels are also equipped with forward thrusters and on-deck cranes. This reduces the ships' dependence on port handling services. In addition, the vessels can also load and unload rapidly at sea.
The company ships concentrate on transporting iron ore and pellets (32% of all cargo), energy coal (36.8%), coking coal (10.9%) and limestone (10.3%). More detailed information regarding the fl eet is available at www.eslshipping.fi .
Customers and Added Value
ESL Shipping's customers include the steel and chemical industries as well as energy producers. The company derives its competitive advantage from a suffi ciently large modern fl eet comprising various-sized vessels, which enables fl exible and effi cient operations. Apart from two time-chartered vessels, all ships sail under the Finnish fl ag and have a Finnish crew.
Fiscal 2006
2006 was a year of challenges for ESL Shipping. Despite the increase in net sales, earnings took a signifi cant downward turn from the previous year. Irregular deliveries of coal to main ports required continuous changes in ship schedules. In addition, performance in the fi rst half was hampered by dockings, instability in the freight markets, and a dramatic increase in the price of vessel fuel. In the second half, strong winds complicated operations. Shipping capacity was increased in the spring with the commissioning of the Ms Credo. On September 1, 2006, Captain Markus Karjalainen assumed the position of ESL Shipping's President.
Key Earnings Factors
The Baltic Sea is a stable market: there's stability in raw material demand and in long-term customer relationships. Changes in ocean freights affect this market with a lag and on a smaller scale. Of all the products that ESL Shipping transports, the volumes of energy coal vary the most. However, the delicate balance between the production and consumption of electricity is expected to keep consumption at the current level at minimum. Despite hedging, changes in vessel fuel prices are signifi cant in terms of ESL Shipping's fi nancial performance: A change of one euro in the fuel price annually has an earnings impact of approximately EUR 40,000. Exchange rate fl uctuations have a smaller impact on earnings.
Aspo Shipping
Net Sales

Share in Group Net Sales

Operating Profit

Ship Age Distribution


Autotank and Gilbarco Sign Extensive Partnership Agreement
Bulletin August 24, 2006

In line with its business strategy, Autotank shifted its operational focus last year more clearly to service station maintenance.
One of the key drivers of the strategy is the extensive cooperation with Gilbarco Veeder-Root, one of the biggest equipment manufacturers in the industry.
Autotank and Gilbarco are joining forces in the production and marketing of fuel dispensing equipment. The cooperation will make the service station forecourt equipment development, manufacture and marketing more cost-effi cient.
What the cooperation means in practice is that Gilbarco's new dispensing equipment will include a model that has been customized to meet the needs of Autotank's customers and the special requirements of the arctic climate. The equipment is compatible with the payment systems developed by Autotank. Autotank will also be responsible for equipment installation, warranty servicing, maintenance and spare parts. With the introduction of the new models, Autotank will gradually transfer its already outsourced production operations to Gilbarco's production plant in Germany.
"The fuel dispenser primarily serves as a platform for the payment terminal. The production volumes should be very high in order to make operations cost-effective. We would have been too small a player in that segment by ourselves. Now we can focus more sharply on the product development work involving payment systems and on improving our maintenance services," says Autotank's President Peter Hutton.
The payment terminals deploying new RFID technology ordered by Esso Iceland at the end of last year represent the cuttingedge development in payment systems. It was the fi rst deal in the Nordic countries involving this new technology. RFID is a safe and easy payment method. To fuel the car, you simply show the RFID tag – no PIN code is required. The dispensers also feature a large color display, which provides an opportunity to inform customers of the oil company's special offers or, for example, the weather conditions.
Another area providing new growth potential is the automatic payment terminals that operate car wash equipment. An agreement has been made to deliver one thousand car wash payment terminals to Statoil.
"The payment systems industry is cyclical. We are constantly making small adjustments, but every now and then more exhaustive reforms are required, such as the switchover to the euro or the introduction of the EMV chip card. The schedule for chip card deployment has been further delayed; in practice, the majority of the alterations will be carried out over the next two to three years."
Most stations are broadband-connected. The Smartnet control system developed by Autotank provides fl exible control over the various functions at the service station, such as payment transactions and wetstock monitoring. The system also enables remote diagnostics for servicing and maintenance.
"In the end, every service station is an automated station. Oil companies want to obtain more detailed information on what happens at the station, they want to make sure logistics, payment transactions and maintenance needs are managed centrally and cost-effectively. And we provide the necessary equipment, systems and services," Hutton explains.
Focusing on Services
Autotank wants to gain a significant market position as a supplier of systems and equipment. But since performance in these business areas is highly cyclical, Autotank has deliberately focused more sharply on services. Services now account for approximately two-thirds of Autotank's net sales. However, over the next three years the EMV deliveries are likely to increase the relative share of systems and equipment sales.
"Services represent our bread-and-butter business: they have to offer suffi cient and steady revenue. Services comprise three business areas, each showing good growth potential: forecourt equipment and management systems maintenance, installation projects and property management. The majority of our net sales comes from maintenance, but project work is also showing growth," Hutton points out.
Autotank has fi xed long-term maintenance contracts with major service station chains in Finland, Sweden and Norway. Size is a signifi cant competitive element; if you are a big player, you can ensure costeffective service logistics.
The selected strategy places Autotank in a key position in terms of uninterrupted operations at service stations. This is becoming more important, as an increasingly large part of sales depends on smoothly running fuel dispensing operations. If there
are problems with fuel supply, sales in the store and restaurant of a major outlet will suffer. That is why more emphasis will be placed on maintenance.
Effective maintenance provides opportunities for a range of installation projects. The installation projects follow the general investment trends in the business. Typical projects include installation of hardware and station makeover projects.
Remote diagnostics with Smartnet provides growth potential in property management. It allows you to see when service work is required, such as snow removal or collecting cash from the payment terminals. In this area, another alternative is to work in closer cooperation with major property management companies.
Investments in the East Gaining Momentum
In 2006 the service station market in Finland saw some signifi cant mergers and acquisitions. According to Hutton, industry consolidation is a positive development from Autotank's perspective. In the short term it increases the demand for makeovers and system changes. In the longer term large companies buy larger system packages and more extensive maintenance solutions. This improves effi ciency for both Autotank and its oil company customers.
While the Nordic countries represent Autotank's home market, Russia offers the greatest growth potential. The operations of the joint venture established in St. Petersburg at the end of 2005 are moving ahead at full speed.
Russia is showing steady growth in payment terminal sales. The majority of the equipment is cash-operated terminals, and oil companies also have their own prepaid cards. Once Russia develops a uniform and consistent bank card system, sales of payment terminals may pick up quite dramatically.
"Russia, the Baltic countries and Poland are the most lucrative markets for Autotank at the moment. Our efforts to develop maintenance services in Russia involve starting up a joint venture with our business partners that will operate under the Autotank brand," Hutton says.
There is a lot of potential in Poland too, but the increase in investment volumes has been disappointing. The markets appear to be waiting for a major foreign player to set the wheels in motion.


Autotank is the leading Nordic provider of automation systems and maintenance services for service stations.
The Division's strength is an overall service package for service station chains that includes customized systems as well as effi cient maintenance operations.
Autotank has operations in the Nordic and Baltic countries, Poland and Russia. Autotank's product portfolio includes outdoor payment terminals with an online verifi cation feature, site controllers, point of sale systems, dispensers, wet stock management systems as well as a wide range of installation and maintenance services. Maintenance services generate two-thirds of Autotank's net sales. Sweden and Norway account for 70% of net sales.
Customers and Added Value
Autotank's customers are both international and local fuel retailers. Operations are planned with consumer needs in mind. Autotank runs a "Fuel, Pay & Go" concept, which stands for quick, easy and safe fueling services 24/7. Autotank's products and services help ensure that customer service stations are always in good working order. This service is provided to unmanned stations, large retail stations, and traditional service stations alike. This business concept has allowed Autotank to take a leading market position in its sector.
Fiscal 2006
Thanks to good sales of maintenance services and dispensers, earnings in 2006 improved considerably. Sales of automated payment systems fell below targets due to delays in the investments required by the introduction of the chip cards. The 2006 performance was taxed by the rationalization program associated with the Malte acquisition, which caused heavy non-recurring costs in Sweden. Meanwhile in Norway, earnings had already begun to pick up thanks to the acquisition.
Polish and Baltic operations showed a profi t. In Russia, new products were introduced to the markets in the fi nal quarter, and business is expected to start generating earnings in 2007. In August 2006, the company signed a partnership agreement with Gilbarco Veeder-Root. This agreement will ensure effective development and production of dispensers and partly also payment terminals.
Key Earnings Factors
The winter months of the fi rst half of the year affect performance in the form of more sluggish demand for maintenance and installation projects. The majority of Autotank's net sales is generated outside the euro zone while costs are primarily euro-based, which means that the strengthening of the euro tends to weaken earnings to some extent. However, the biggest earnings factor for 2007 and beyond will be the progress made in chip card reform: All payment terminals must be replaced by 2010.
Aspo Systems
Net Sales
MEUR

Share in Group Net Sales

Operating Profit
%

Proportion of Unmanned Stations of All Service Stations

Sweden Finland Norway
Net Sales Distribution

Aspo's long-term vision is to increase the company value and level of competence. Other value-adding elements include the company's human resources and a solid environmental reputation.
At the end of 2006, the Aspo Group employed 694 (681 at the end of 2005) people and an average of 693 (688) during the year. The average number of offi ce staff was 312 (307) and non-offi ce workers 381 (381). At the year-end, the parent company employed 9 (9) offi ce staff.
Of the Aspo Group's total personnel 60% work in Finland, 28% in other Nordic countries, 5% in the Baltic countries, and 7% in Russia. Men represented 82% and women 18% of personnel. Employees with permanent employment contracts accounted for 98% of total personnel.
Aspo makes every effort to promote the professional growth and development of its employees and to create a motivating working environment. Management is based on open communication, which supports commitment and understanding of company goals and objectives, and which encourages personnel to strive for a better performance. Key human resource management tools include regular performance reviews. Every level of the organization invests in training and professional skills development.
In 2005, Aspo set up a personnel fund for motivational purposes. It covers all employees working for the Aspo Group's Finnish subsidiaries. The goal is for the personnel of international units to be able to join the fund as well.
A portion of Aspo Group earnings is placed in the personnel fund as a bonus. The amount of the bonus depends on Aspo's performance and profi tability. The idea is to use the majority of the bonuses placed in the fund to buy Aspo shares. The objective is for personnel to become a key owner.
Continued Improvement in Environmental Matters
The key principle in Aspo's environmental policy is ongoing operational improvement. Aspo has also undertaken to comply with the International Chamber of Commerce Business Charter to ensure sustainable development.
Measures taken to predict and prevent harmful effects on the environment include environmental impact assessment, product life cycle analysis, and risk assessment. We want to address critical environmental issues beyond the minimum requirements of laws and regulations. The voluntary soil testing carried out by Aspo Chemicals at its Rauma terminal is one example of Aspo's proactive environmental work.
For Aspo Chemicals' principals, a solid environmental reputation is a necessary prerequisite for doing business. Some of the principals are not satisfi ed with just certifi cation, but want to personally audit the distributor's quality and environmental systems.
Aspo Chemicals strives for zero accidents on all operational levels in environmental, health and safety affairs. In the past eleven years, there have been no major accidents.
Aspo Chemicals is also involved in a version of the Responsible Care program that concentrates on the chemicals trade. One element of the program is commitment to the continued voluntary improvement of environmental, health and safety affairs. Aspo Chemicals has also been awarded the ISO 9001 quality certifi cate.
Aspo Chemicals monitors the emissions of volatile organic compounds (VOC) and the amount of chemical packages and hazardous waste. The VOC emissions from the Rauma terminal have decreased from eight tons in the late 1990s to fi ve tons.
The operations of Aspo Shipping have been certifi ed in accordance with the requirements of the International Safety Management (ISM) Code of the International Maritime Organization IMO. The purpose of the ISM Code is to provide an international standard for the safe operation of ships, and for pollution prevention. The certifi cate involves annual audits. All vessels have also been certifi ed for compliance with the requirements of the ISM Code.
Another safety-boosting element is that all vessels are ice-strengthened. What's more, personnel are familiar with the ports, channels and conditions of the Baltic Sea. Apart from two time-chartered vessels, all ships sail under the Finnish fl ag and have Finnish crews.
In response to a barge accident Aspo Shipping experienced in 2004, a program aiming at boosting safety and security was introduced.
For Aspo Systems, environmental considerations represent a key value that guides product development and maintenance services planning. Service station safety is an important corporate image factor for major international oil companies, which is why there are stringent demands on service station equipment and systems. As a result, the latest technology in the fi eld is being exploited in the manufacture of each piece of equipment.
Aspo Systems assumes responsibility for the critical technologies employed at service stations over its entire lifecycle. Services include environmentally friendly high technology products, remote diagnostics to enable leakage alarms, and a preventive maintenance service that reduces service disruptions and the risk of accidents.

Other Nordic Countries Baltic Countries Russia

Aspo Board of Directors Authorized the Sale of Ms Arkadia
December 21, 2006
Corporate Governance
Aspo Plc's decision-making and administration are based on the Finnish Companies Act and the company's Articles of Association. Aspo Plc's shares are listed on the Helsinki Stock Exchange, and the company follows the rules and regulations for listed companies issued by the Helsinki Stock Exchange. Aspo also complies with the Corporate Governance Recommendation for listed companies issued by the Helsinki Stock Exchange with the exception that the Board of Directors has not deemed it necessary to set up committees; instead, the entire Board participates in the preparation of matters.
Group Structure
Aspo Group's parent company Aspo Plc is a Finnish public company domiciled in Helsinki. The highest authority for the management and operations in the Aspo Group is held by the statutory bodies of Aspo Plc, which are the Annual Shareholders' Meeting, the Board of Directors and the Chief Executive Offi cer.
It is the task of Aspo Plc to own and control assets, control the operations of subsidiaries and other business units, and centrally manage issues relating to the administration, fi nancing and strategic planning of all Group companies, as well as to plan and implement fi nancially viable investments.
The operations of Aspo are carried out by its subsidiaries. The operational organization is divided into three divisions and Group headquarters operations. The three divisions are Aspo Chemicals, Aspo Shipping and Aspo Systems
Aspo Plc

Annual Shareholders' Meeting
The Annual Shareholders' Meeting is called by the Board of Directors and it is held, as a rule, once a year. Notice of the Annual Shareholders' Meeting shall be published in national newspapers not earlier than two (2) months and not later than seventeen (17) days prior to the meeting. In addition, the notice and the Board of Directors' proposals to the Annual Shareholders' Meeting will be published in a stock exchange bulletin and posted on the company's website.
A shareholder is entitled to bring matters pertaining to the company for discussion at the Annual Shareholders' Meeting if he or she makes this request to the Board in writing and in suffi cient time to have the matter included in the Notice to the Annual Shareholders' Meeting.
At the Annual Shareholders' Meeting, the fi nancial statements are approved, a decision is made regarding the distribution of earnings and the members of the Board and the auditor are elected. Any decisions made at the meeting will be disclosed in a stock exchange bulletin after the meeting.
Board of Directors
According to the Articles of Association, the Board of Directors of Aspo Plc is to comprise not less than four and not more than eight members. The number of members of the Board is determined at the Annual Shareholders' Meeting, where its members are also elected. The members of the Board of Directors elect a chairman and a vice-chairman from amongst themselves. In the Annual Shareholders' Meeting of 2006, fi ve Board members were elected. The members' term of offi ce ends at the end of the Annual Shareholders' Meeting following the election.
More than half of the members present, including either the chairman or the vice-chairman of the Board, constitute a quorum.
The duties and responsibilities of the Board of Directors are set out in the Articles of Association, the Finnish Companies Act and other applicable legislation. Aspo Plc's Board of Directors has confi rmed a written agenda, which states that the matters to be handled by the Board include:
- Group strategic policies and divisional strategies
- Group structure
- Group fi nancial reports and fi nancial statements
- Group business plans, budgets and investments
- Expansions and reductions of operations, acquisitions/divestitures of companies or operations
- Group risk management, insurance and fi nancial policies
- Group environmental policy
- Management remuneration and
- incentive systems – Appointment of the CEO
The Board will perform an annual selfassessment of its activity and working methods.
In 2006, the Board of Directors held 13 meetings, fi ve of which were teleconferences. All Board members were present in each meeting.

Board Members
Kari Stadigh
born 1955, Chairman M.Sc. (Eng.), BBA Deputy CEO, Sampo Plc, 2001– Chairman of the Board since 2000, member of the Board since 1999
Key work experience
President, Sampo Life Insurance Company Limited, 1999–2000 President, Nova Life Insurance Company, 1996–1998 President and COO, Jaakko Pöyry Group,
1991–1996
President, JP-Finance Oy, 1985–1991
Key positions of trust
Chairman of the Board: Alma Media Corporation, If Skadeförsäkring Holding AB (publ), Sampo Life Insurance Company Ltd and Kaleva Mutual Insurance Company
Holdings and Fees
Shareholdings in Aspo on December 31, 2006: 1,000,000 or 3.84% of the total number of shares
No holdings or rights based on a share pricerelated compensation system Fees in 2006: EUR 27,600
Matti Arteva
born 1945, Vice-Chairman, independent member of the Board Engineer
Vice-Chairman of the Board since 2000, member of the Board since 1999
Key work experience
Senior Adviser, Rautaruukki Oyj, 2005 President, Rautaruukki Oyj Metal Products, 2003–2004
Chief Executive Offi cer, Asva Ltd, 1993–2003 Management positions, Aspo Ltd, 1975–1993 Manager, Oy Telko Ab, 1970–1975
Key positions of trust
Board member: Komas Oy, Constructor Finland Oy and Europress Group Oy
Holdings and Fees
Shareholdings in Aspo on December 31, 2006: 216,924 or 0.83% of the total number of shares
Aspo's convertible capital loan: EUR 50,000 No holdings or rights based on a share pricerelated compensation system Fees in 2006: EUR 15,600
Kari Haavisto
born 1941, independent member of the Board Lic. Sc. (Econ.) Member of the Board since 1999
Key work experience
Chief Financial Offi cer, Metsäliitto Group, 1992–2003
Executive Vice President, Metsä-Serla, 1987–1992
Management positions, Nokia, 1976–1987
Key positions of trust Member of the Board: Exel Oyj and Evli Bank Plc
Holdings and Fees
Shareholdings in Aspo on December 31, 2006: 4,000 or 0.02% of the total number of shares; Fundum Oy 161,000 or 0.62% of the total number of shares No holdings or rights based on a share pricerelated system Fees in 2006: EUR 15,600
Roberto Lencioni
born 1961, independent member of the Board LL.B.
Managing Director, Oy Gard (Baltic) Ab, 2003– Member of the Board since 1999
Key work experience
Management positions, Oy Baltic Protection Alandia Ab, 1990–2002 Managing Director, Oy Baltic Insurance Brokers Ab, 1994–2001 Sales Manager, Aspocomp Oy, 1988–1990 Group Lawyer, Aspo Group, 1986–1987
Key positions of trust
Vice-Chairman of the Board: ESL Shipping Ltd
Holdings and Fees
Shareholdings in Aspo on December 31, 2006: 9,288 or 0.04% of the total number of shares Aspo's convertible capital loan: EUR 155,000 No holdings or rights based on a share pricerelated system
Fees in 2006: EUR 15,600
Esa Karppinen
born 1952, independent member of the Board LL.B.
President and CEO, Berling Capital Oy, 1986– Member of the Board since 2005
Key work experience
Vice President and CFO, Oy Expaco Ab, 1983–1986
Key positions of trust
Chairman of the Board: Amanda Capital Plc Member of the Board: Exel Oyj
Holdings and Fees
Shareholdings in Aspo on December 31, 2006: 794,850 (Berling Capital Oy) or 3.05% of the total number of shares No holdings or rights based on a share pricerelated system Fees in 2006: EUR 15,600
Executive Board
Gustav Nyberg
born 1956 M.Sc. (Econ.), eMBA CEO, Aspo Plc, 1999–
Key work experience
Management positions, Elfa International Ab, 1985–1995 and Finnboard, 1979–1984
Key positions of trust
Chairman of the Board: Aspokem Ltd, ESL Shipping Ltd and Autotank Ltd Member of the Board: Foundation for Economic Education
Holdings
Shareholdings in Aspo on December 31, 2006: 736,085 or 2.83% of the total number of shares
Dick Blomqvist
born 1949 M. Sc. (Econ.) CFO, Aspo Plc, 1999–
Key work experience
Group Controller, Aspo Plc, 1994–1999 Finance Director, Aspo Plc, 1990–1994 Finance Manager, Aspo Electronics,
1985–1990 Chief Accountant, A Ahlström Osakeyhtiö, 1975–1985
Key positions of trust
Member of the Economic Committee: Association of Finnish Technical Traders
Holdings
Shareholdings in Aspo on December 31, 2006: 21,420 or 0.08% of the total number of shares Aspo's convertible capital loan: EUR 100,000
Pekka Piiroinen
born 1969 M.Sc. (Econ.), MBA Project Manager, Aspo Plc, 2001–
Key work experience
Management Consultant, Manager, KPMG Consulting Oy Ab, 1995–2001 Strategic Planning Analyst, AT&T Microelectronics, USA, 1991
Holdings
Shareholdings in Aspo on December 31, 2006: 16,250 or 0.06% of the total number of shares
Board Membership Fees
The Annual Shareholders' Meeting approves Board membership fees and reimbursement guidelines annually. Board membership fees are paid in cash.
The 2006 Annual Shareholders' Meeting approved the chairman's monthly fee of EUR 2,300 and EUR 1,300 for other members. Board members with a fulltime position in an Aspo Group company are not paid a fee. Travel expenses will be reimbursed in accordance with Aspo's general travel guidelines.
In 2006, Aspo Plc Board members were paid a total of EUR 90,000 in fees.
Chief Executive Offi cer
The Board of Directors appoints the Chief Executive Offi cer of Aspo Plc. The Chief Executive Offi cer is responsible for the management and development of the company's business and for operational management in accordance with the instructions of the Board of Directors.
The terms and conditions of employment are written into an executive employment contract. Gustav Nyberg (50), M.Sc (Econ.), eMBA, has served as Aspo's Chief Executive Offi cer since October 1999. The CEO is assisted by the company's Executive Board consisting of the CEO, CFO Dick Blomqvist and Project Manager Pekka Piiroinen.
In 2006, the CEO was paid a total of EUR 640,973 in salary, bonuses and fringe benefi ts. Bonuses accounted for EUR 460,517 and fringe benefi ts for EUR 18,480.
The CEO's retirement age is 60 years and the full pension is 60% of the retirement salary.
The period of notice applied to the CEO's term of employment is six months. If the company terminates the employment contract, the CEO is entitled to salary for the notice period and a severance payment corresponding to 18 months' salary.
Management Incentive System
Aspo Plc's Board of Directors has approved a share performance based management incentive system, in which any bonus paid is based on the yield of the company share. Aspo does not have a separate stock option program.
Auditors
According to the Articles of Association, the Annual Shareholders' Meeting elects an auditor approved by the Central Chamber of Commerce. The elected auditor is also responsible for internal audits, where applicable. The auditor's term of offi ce ends at the end of the Annual Shareholders' Meeting following the election.
The auditor elected at the Annual Shareholders' Meeting is responsible for the guidelines and coordination of the auditing for the whole Group. The auditor gives the company shareholders the statutory auditing report with the annual fi nancial statements. Members of the Board will also receive interim auditing reports.
The Annual Shareholders' Meeting of 2006 elected PricewaterhouseCoopers Oy as company auditor. Jouko Malinen, M.Sc. (Econ.), Authorized Public Accountant, has been the principal auditor. In 2006, PricewaterhouseCoopers companies in Finland and abroad were paid a total of EUR 222,375 in audit fees for the audit of Aspo Group companies. Other services purchased amounted to EUR 69,350.
Internal Control, Internal Audit and Risk Management
The Group has the reporting systems required for internal control. An operative reporting system that covers the whole Group is used to monthly monitor whether the objectives are met. In addition to actual and comparison fi gures, it provides up-to-date forecasts. The reports are provided to the Board of Directors monthly.
Internal auditing is part of the Group's fi nancial management. The controller of each Group company is responsible for ensuring compliance with legislation and the Group's policies and procedures. They report to the CFO. The CFO reports the fi ndings of the internal audit to the CEO and the Board of Directors.
When necessary, the internal audit can be enhanced with externally purchased services.
Risk management is part of the Aspo Group's control system the objective of which is to identify, analyze and contain any operational threats and risks. Any required action is determined on the basis of risk identifi cation, classifi cation and systematic assessment.
Risks have been classifi ed into different categories based on the probability and impact of exposure. This classifi cation offers guidelines for prioritizing risk management action and creates a consistent approach for risk assessment within the entire Group.
Signifi cant, major and moderate risks represent ordinary business risk at the Aspo Group level. The operational management is responsible for risk management in accordance with their specifi ed areas of responsibility. Management is responsible for determining and implementing suffi cient measures and for supervising the implementation as a part of ordinary operational management.
For certain risks, the risk management principles and key contents are defi ned in Group level policies and instructions. Liability risks are covered by the appropriate insurance policies. Risk management is coordinated by Aspo Plc's CFO, who reports to the CEO.
Insider Regulations
Aspo Plc follows the insider guidelines issued by the Helsinki Stock Exchange. Aspo Plc's public insiders based on their position include the members of the Board, the CEO and the auditors. In addition, Aspo Plc's permanent insiders include members of the Executive Board, the Presidents and Vice Presidents of subsidiaries, and certain other persons separately named by the Board of Directors. The company also maintains registers of project-specifi c insiders.
Permanent insiders are not allowed to trade in securities issued by the company in the 14 days preceding the publication of an interim report or fi nancial statements.
The Group's CFO is in charge of the management and supervision of insider issues. Public insiders' holdings and any changes therein are disclosed on the company website at www.aspo.fi . Aspo Plc's insider register is maintained by the Finnish Central Securities Depository.
Summary of 2006 Releases
Stock Exchange Bulletins
January 13, 2006 Aspo Board approves management incentive program
The Board of Aspo Plc has approved a new management shareholding program where the potential gain is based on the three-year yield on the company's share.
January 16, 2006 Aspo's ESL Shipping to order two new vessels from India
ESL Shipping Oy, a subsidiary of Aspo Plc, has secured a contract to order two new ice-strengthened dry cargo vessels from the Indian ABG Shipyard Ltd. Expanding ESL Shipping's so-called Eira class, the vessels will be approximately 18,800 dwt bulk carriers equipped with on-deck cranes, and they will be designed to meet the highest Finnish ice class (1A Super).
March 7, 2006 Aspo Group fi nancial performance for 2005
Aspo Group's net sales amounted to EUR 204.9 million (EUR 184.3 million). Operating profi t amounted to EUR 16.2 million (EUR 21.6 million) and the profi t before taxes was EUR 14.7 million (EUR 19.7 million). Earnings per share totaled EUR 0.42 (EUR 0.61). The proposed dividend is EUR 0.40 per share (EUR 0.40).
March 7, 2006 Aspo Board's proposals to the Annual Shareholders' Meeting
Aspo Plc Board will propose the following to the Annual Shareholders' Meeting to be held on April 4, 2006: 1. Authorizing the Board of Directors to decide on the acquisition of company-held shares 2. Authorizing the Board of Directors to decide on the disposal of companyheld shares 3. Dividend proposal
March 13, 2006 Invitation to the Aspo Annual Shareholders' Meeting
The shareholders of Aspo Plc are invited to attend the Annual Shareholders' Meeting to be held on Tuesday, April 4, 2006 at 2:00 p.m.
March 24, 2006 Aspo Annual Report 2005
Aspo's Annual Report has been published in Finnish, English and Swedish.
April 4, 2006 Decisions of the Aspo Annual Shareholders' Meeting
The Annual Shareholders' Meeting of Aspo Plc on April 4, 2006, approved the parent and consolidated fi nancial statements and discharged the Board members and the CEO from liability. The shareholders approved the payment of a dividend totaling EUR 0.40 per share. A profi t-related payment scheme, in accordance with the Act on Personnel Funds, will be implemented in the Aspo Group pursuant to which a proportion of the Aspo Group's profi t will be paid to the personnel fund as a profi t-related payment.
April 27, 2006 Aspo Interim Report January 1–March 31, 2006
The net sales of the Aspo Group totaled EUR 49.0 million (EUR 44.5 million). The operating profi t for the period was EUR 1.8 million (EUR 2.7 million) and the profi t before taxes EUR 1.5 million (EUR 2.4 million). Earnings per share were EUR 0.04 (EUR 0.07).
May 4, 2006 Increase in Aspo's share capital
An increase in the share capital of Aspo Plc totaling EUR 1,125.60 was registered today. The increase resulted from the exercising of subscription rights on 1,680 shares from the convertible capital notes issued in 2004.
May 17, 2006 Disposal of company-held shares
Based on the authorization of the Annual Shareholders' Meeting, the Board of Directors of Aspo Plc has today decided to sell 7,700 of the company's own shares to certain key employees in accordance with the company's management incentive program.
June 14, 2006 Change of leadership at ESL Shipping
Mr. Markus Karjalainen, Captain, has been appointed new president of ESL Shipping Oy, a subsidiary of Aspo Plc, effective September 1,
- He succeeds Eerik Yrjölä, who resigns from the service of ESL Shipping at his own request.
July 12, 2006 Aspo revises its earnings forecast for 2006
Aspo's comparable operating profi t for the January to June period fell short of last year's corresponding performance. According to current estimates, the Group is unlikely to exceed its 2005 operating earnings this year. However, the Group's net sales are expected to continue growing as forecasted.
August 24, 2006 Action plan for Aspo Systems Division
Aspo's Board of Directors has approved an action plan for the Systems Division, which failed to meet its earnings targets in the fi rst half of the year. The aim of the plan is to improve effi ciency, cut the costs of the Autotank Group and ensure positive earnings development. The planned actions concern Autotank's operations in Finland and Sweden.
August 24, 2006 Aspo Interim Report January 1–june 30, 2006
The net sales of the Aspo Group in January-June totaled EUR 102.5 million (EUR 94.9 million). The operating profi t for the period was EUR 4.0 million (EUR 7.7 million) and the profi t before taxes was EUR 3.1 million (EUR 7.1 million). Earnings per share were EUR 0.09 (EUR 0.21).
August 31, 2006 Increase in Aspo's share capital
An increase in the share capital of Aspo Plc totaling EUR 6,753.60 was registered today. The increase resulted from the exercising of subscription rights on 10,080 shares from the convertible capital notes issued in 2004.
September 22, 2006 Aspo's ESL Shipping sells
newbuilding to SEB Leasing ESL Shipping Oy, a subsidiary of Aspo Plc, has signed an agreement with SEB Leasing Oy concerning one of the two vessels currently being built by ABG Shipyard Ltd in India. Under the agreement, ESL Shipping
will assume responsibility for the supervision of the building works on behalf of SEB Leasing. At the same time, the company and SEB leasing entered into a bareboat charter agreement under which ESL Shipping will lease the vessel for ten years. The agreement is worth about EUR 25 million.
October 24, 2006 Action plan for Aspo Systems Division
Aspo Systems Division has completed the statutory negotiations, as required under the Act on Co-Operation Within Undertakings, conducted as part of the action plan launched in August. In order to streamline the Autotank Group, certain operations will be discontinued and others will be merged.
October 26, 2006 Aspo Interim Report January 1– September 30, 2006
The net sales of the Aspo Group in January–September totaled EUR 159.5 million (EUR 146.0 million). The operating profi t for the period was EUR 7.5 million (EUR 12.3 million). The profi t before taxes was EUR 6.1 million (EUR 11.2 million). Earnings per share totaled EUR 0.18 (EUR 0.33).
November 6, 2006 Increase in Aspo's share capital
An increase in the share capital of Aspo Plc totaling EUR 168,840.00 was registered today. The increase resulted from the exercising of subscription rights on 252,000 shares from the convertible capital notes issued in 2004.
December 1, 2006 Aspo fi nancial information in 2007
The Aspo Group Annual Accounts Bulletin for 2006 will be released on Tuesday, February 13, 2007. The Annual Report will be published latest in week 12. Aspo will publish three Interim Reports in 2007.
December 21, 2006 Aspo's ESL Shipping to sell the Ms Arkadia
The Board of Directors of Aspo Plc has today authorized the company's management to prepare the sale of Ms Arkadia, owned by ESL Shipping Oy, a subsidiary
of Aspo Plc. Arkadia's value has been entirely written off, and the sale will therefore bring in a signifi cant profi t. The sale is likely to be realized in the fi rst half of 2007.
December 22, 2006 Increase in Aspo's share
capital An increase in the share capital of Aspo Plc totaling EUR 67,203.36 was registered today. The increase resulted from the exercising of subscription rights on 100,800 shares from the convertible capital notes
issued in 2004. Other releases:
April 4, 2006 Aspokem acquires Sealco operations
Aspokem Ltd, an Aspo Group company, has acquired the operations of the Nummela-based Sealco Oy. Sealco imports automotive and industrial chemicals and products. In 2005, Sealco's net sales totaled approximately three million euros. Sealco has a strong position as an importer of anti-corrosive agents for automotive applications.
May 5, 2006 ESL Shipping's newbuilding commissioned
Ms Credo, the latest newbuilding in the fl eet of ESL Shipping was commissioned in late March. On May 4, Ms Credo arrived on her maiden voyage in Tallinn Muuga to discharge her steel cargo. Credo was built in China.
August 24, 2006 Autotank and Gilbarco Veeder-Root to deepen co-operation
Autotank Group, from which the Aspo Systems Division is comprised, and Gilbarco Veeder-Root have concluded an agreement of a comprehensive co-operation in the marketing and production of fuel dispensing equipment. The companies are joining forces to develop and manufacture a range of products adapted to the Nordic market, where there ís a need for robust performance in sub-zero temperatures, coupled with global cost effi ciencies and forecourt marketing capability.
Report of the Board of Directors
Operational Overview
In early 2006, the prevailing favorable market conditions were expected to persist, foreshadowing growth for all of Aspo's three divisions. The ongoing globalization of operations resulted in an expected strong sales growth, especially in Russia and Ukraine. Meanwhile in the Nordic and Baltic countries there was moderate or no growth in net sales. The Group's total net sales continued to show double-digit growth.
The high price of crude oil had both positive and negative impacts on operations: Although the prices of chemicals rose, fuel costs in sea transport increased signifi cantly. In the fuel distribution business, the high price of oil resulted in new fuel mixtures fl owing into the markets. Emissions trading and the dry summer caused rapid changes in the demand for sea transports, which undermined productivity. The Group's operational profi tability was disappointing despite improvements towards the year-end. During the year, exceptionally large investments were made in new tonnage and operational effi ciency, and one acquisition was carried out.
Aspo Chemicals
Petrochemical prices varied much less than a year ago. Furthermore, product availability was good and there were no problems with material fl ows. In Finland and Scandinavia, sales performance was modest and profi tability was disappointing. In the Baltic countries, the organizational changes implemented last year and the decision to place the handling of liquid chemicals in Latvia produced results: profitability improved even though net sales showed fairly modest growth. In Russia and Ukraine net sales remained on a strong growth track and profi ts were up.
Fiscal 2006 marked the fi rst time that total earnings from foreign operations exceeded domestic earnings. Net sales of the Chemicals Division were up and profi tability picked up slightly.
In April, the Division acquired the operations of the Finnish Sealco Oy, which specializes mainly in automotive anti-corrosion products. The deal creates synergies for the Division's Automotive Chemicals unit since it expands Sealco's business and product range.
Aspo Shipping
In early 2006, the demand for sea transports on the Baltic Sea was weaker than usual. Due to the EU emissions trading system, energy companies reduced the use of coal. At the same time, the commissioning of the Shipping Division's newest vessel increased shipping capacity. Some of the capacity had to be sold on spot markets.
During the course of the year, global markets picked up and the dry summer caused a spike in the demand for energy coal in the Baltic Sea region. Higher costs and continued availability problems in shipping ports taxed operational earnings compared with the previous year. The Shipping Division recorded moderate sales growth.
Transports for the steel industry, which represented roughly 53% (60%) of the total transport volume, continued at a steady pace throughout the year. Transports for the energy industry picked up towards the year-end and accounted for some 37% (34%) of the shipping company's total transport volume of 14.6 million tons (13.9). Although operational profi tability improved in the second half, earnings fell short of last year and were unsatisfactory.
At the beginning of the year, an important decision in view of the future was made to order two new Eira-class vessels. The vessels, to be built in India, will raise the number of the company's Eira-class vessels to four. The vessels are scheduled for completion in 2008 and 2009. The effect of the total investment on cash fl ow was cut in half to approximately EUR 25 million, because one of the newbuildings was resold to SEB Leasing Oy. As the prices of used vessels began to rise sharply towards the year-end, a decision was made to sell one of the oldest vessels in the fl eet, the Ms Arkadia built in 1983. The sale of the vessel was part of the company's fl eet modernization strategy.
Aspo Systems
Higher than average activity continued in the service station markets, boosting the Systems Division's net sales. Towards the year-end, the market featured several mergers and acquisitions. Customer investments in equipment and maintenance services were, for the most part, carried out as planned, but orders linked to the new chip card technology were postponed partly because of lack of components and partly owing to the type approval schedules for new products.
An action plan to streamline and rationalize operations was implemented in the second half. It is expected to produce annual savings of EUR 1.5 million starting 2007. The approximately EUR 0.7 million non-recurring costs of the program hampered the Division's performance. Without non-recurring costs, the comparable earnings picked up from the previous year.
The Systems Division signed an extensive agreement with the international Gilbarco Veeder-Root organization covering fuel dispensing equipment for service stations and a number of other products, as well as their maintenance.
The operations of a joint venture in St. Petersburg that makes payment terminals for the Russian markets proceeded as planned. An IT investment designed to improve the effi ciency of maintenance and servicing was completed at the end of the year.
Net Sales
The Aspo Group's net sales were up by EUR 21.0 million (10.2%) to EUR 225.9 million. The Group's direct exports combined with the net sales of foreign subsidiaries totaled EUR 88.5 million (76.5).
The net sales of the Chemicals Division increased by 21.1% to EUR 89.1 million (73.6), with Russia and Ukraine generating the strongest growth. The net sales of the Shipping Division were up by 4.4% to EUR 82.7 million (79.2). Meanwhile the Systems Division saw an increase of 3.8% in its net sales, totaling EUR 54.1 million (52.1).
Earnings
The Aspo Group posted an operating profi t of EUR 12.8 million (17.3) for the fi scal year.
The Chemicals Division's operating profi t rose by EUR 0.5 million to EUR 2.7 million (2.2). More than half of the operating profi t was generated by international subsidiaries. The operating profi t of the Shipping Division fell to EUR 12.6 million (17.9). The Systems Division saw earnings growth of EUR 0.2 million but it recorded an operating loss of EUR 1.0 million (-1.2).
The Group's depreciation grew by a million euro to EUR 9.3 million. Chemicals Division depreciation amounted to EUR 0.5 million, the Shipping Division's to EUR 8.4 million, and the Systems Division's to EUR 0.4 million.
The Group's net fi nancial expenses totaled 0.8% of net sales or EUR 1.8 million (1.5).
Earnings before taxes amounted to EUR 11.1 million (15.8). Earnings for the fi scal year totaled EUR 8.2 million (10.8). The Group's direct taxes and the change in deferred tax liabilities amounted to EUR 2.8 million (3.9).
Aspo has adjusted its accounting policies for tangible assets with regard to dockage costs. The reference data for 2005 has been adjusted accordingly.
Investments
The Group's investments during the year totaled EUR 10.2 million (5.8). The majority of the investments involved advances on the vessel acquisitions and the business acquisition.
Net Sales by Division
| 2006 MEUR |
2005 MEUR |
Change MEUR |
Change % |
|
|---|---|---|---|---|
| Chemicals | 89.1 | 73.6 | 15.5 | 21.1 |
| Shipping | 82.7 | 79.2 | 3.5 | 4.4 |
| Systems | 54.1 | 52.1 | 2.0 | 3.8 |
| Total Net Sales | 225.9 | 204.9 | 21.0 | 10.2 |
Operating Profi t by Division
| 2006 MEUR |
2005 MEUR |
Change MEUR |
Change % |
|
|---|---|---|---|---|
| Chemicals | 2.7 | 2.2 | 0.5 | 22.7 |
| Shipping | 12.6 | 17.9 | -5.3 | -29.6 |
| Systems | -1.0 | -1.2 | 0.2 | 16.7 |
| Other operations | -1.5 | -1.6 | 0.1 | 6.3 |
| Total Operating Profi t | 12.8 | 17.3 | -4.5 | -26.0 |
Investments by Division
| 2006 MEUR |
2005 MEUR |
|
|---|---|---|
| Chemicals | 1.3 | 0.4 |
| Shipping | 7.3 | 0.6 |
| Systems | 1.4 | 4.7 |
| Other operations | 0.2 | 0.1 |
| Total Investments | 10.2 | 5.8 |
Financing
The Group's liquidity was good throughout the year with liquid funds standing at EUR 9.1 million (12.5) on the balance sheet date. Interest-bearing liabilities in the consolidated balance sheet totaled EUR 29.9 million (26.3) on the balance sheet date while interest-free liabilities amounted to EUR 31.9 million (26.7).
The Aspo Group's net gearing was 35.7% (23.6%), the return on equity was 14.1% (19.9 %), and the equity ratio adjusted for deferred tax liabilities was 45.2% (47.2%).
Risks and Risk Management
Risk management is a part of Aspo Group's management control system. Its objective is to identify, analyze and contain possible operational threats and risks. Risks are considered to include all internal and external factors affecting Aspo's ability to reach its business objectives and to generate earnings.
Risks are surveyed, classifi ed and assessed systematically, and decisions on necessary measures are then taken. For certain risks, the principles and the essential contents of risk management are defi ned in Group level policies and instructions. Liability risks are covered with appropriate insurance.
Business Risks
The most important business risks in terms of probability and impact have to do with operations and especially customer loyalty, adequacy of equipment, the protection of margins and retaining key personnel. Consequently, for Aspo, risk management does not involve just securing suffi cient insurance coverage, but it is an essential part of daily operations and is included in day-to-day processes.
Aspo Chemicals
The earnings of Aspo Chemicals are particularly sensitive to fl uctuations in raw material prices. Other essential business risks with a potential impact on operations include mergers and acquisitions between raw material suppliers, reorganization of distribution channels, and changes in the chemical industry and legislation.
Aspo Shipping
The main business risks for Aspo Shipping are unfavorable changes in demand and competitive position, loss of customer confi dence, labor confl icts, optimizing capacity and shipments, and an emergency or accident at sea. With long-term customer contracts and the constant monitoring and development of operations, Aspo Shipping has been able to manage its risks successfully.
Aspo Systems
For Aspo Systems, changes in the competitive environment or customer purchasing behavior and the loss of key customers are risks that have been systematically addressed by building close partnerships with customers and by expanding the market area.
Financial Risks
Aspo Group's fi nancing and fi nancial risk management are handled centrally by the parent company in accordance with the fi nancial policy approved by the Board of Directors.
Interest Rate Risks
Aspo uses interest rate options and interest rate swaps to hedge the interest rate of Aspo Shipping's long-term loans.
Credit Risks
The Group uses terms of payment based on advance payments and bank guarantees to hedge against credit risks.
Exchange Rate Risks
Aspo Group's hedging measures include forwards and intra-Group currency transactions. Approximately a third of ESL Shipping's invoicing is currently in US dollars, and about a fi fth of Aspokem's purchases are priced in dollars.
Personnel
At the year-end, Aspo Group employed 694 (681) personnel and an average of 693 (688) during the year. Offi ce staff represented 312 (307) and non-offi ce workers 381 (381) of the total. The parent company employed 9 (9) offi ce staff at the year-end and 9 (9) on average during the year.
Average Personnel by Division
| 2006 | 2005 | |
|---|---|---|
| Chemicals | ||
| Offi ce staff | 90 | 82 |
| Non-offi ce workers | 14 | 9 |
| 104 | 91 | |
| Shipping | ||
| Offi ce staff | 30 | 30 |
| Crew members | 227 | 231 |
| 257 | 261 | |
| Systems | ||
| Offi ce staff | 183 | 186 |
| Non-offi ce workers | 140 | 141 |
| 323 | 327 | |
| Group Management | 9 | 9 |
| Total | 693 | 688 |
Of Aspo Group personnel, 60% (63%) work in Finland, 28% (28%) in other Nordic countries, 5% (5%) in the Baltic countries, and 7% (4%) in Russia. Men represented 82% (83%) and women 18% (17%) of total personnel. In the Aspo Group, 98% (98%) of employment contracts were full-time. During the year, 47 (38) new employment contracts were signed. Total wages and salaries paid to personnel in 2006 amounted to EUR 26,493,996 (25,480,462).
Rewards and Incentives
The Aspo Group has introduced a profi tsharing scheme and a personnel fund, which at this point cover all Aspo Group personnel working in Finnish subsidiaries.
Part of the Group's earnings is placed in the personnel fund as a profi t bonus. The objective is for the fund to use the majority of the profi t bonuses to acquire Aspo Plc shares. The long-term objective is to make the personnel one of the company's key shareholder groups.
In January 2006, Aspo Plc's Board of Directors decided to introduce a new share price linked incentive scheme for key personnel, in which any bonus is based on the performance of the company's share in the next three years. The scheme covers approximately 30 Aspo Group executives and key employees. Each of them purchased an agreed number of Aspo shares in May. The bonus, which is linked to the share price performance, will be paid out in cash when the scheme matures in 2009.
Research and Development
The Aspo Group's research and development activities are organized according to the nature of each Division. In the Chemicals and Shipping Divisions R&D is mainly focused on the development of operations, methods and production technology without a dedicated organization, which is why these development investments are recorded under normal operating expenses without an itemized breakdown.
The Autotank Group representing the Systems Division invests heavily in R&D with a special focus on the development of new payment solutions. In Finland and Sweden, a total of 20 (28) people have participated in research and development. During fi scal 2006, investments amounted to EUR 1.1 million (1.1), accounting for 2.1% (2.1) of the Autotank Group's net sales.
Environment
The Aspo Group's ordinary activities do not cause any signifi cant harm to the environment. Group companies follow Aspo's environmental policy in their environmental affairs management, the key principle being sustainable development. The Aspo Group has also undertaken to comply with the International Chamber of Commerce Business Charter to ensure sustainable development.
Aspo Chemicals
Aspo Chemicals strives for zero accidents on all operational levels in environmental, health and safety affairs. In the past eleven years, there have been no major accidents. Aspo Chemicals is also involved in a version of the Responsible Care program that concentrates on chemicals trade. One element of the program is commitment to the continued voluntary improvement of environmental, health and safety affairs. Aspo Chemicals has also been awarded the ISO 9001 quality certifi cate.
Aspo Shipping
The operations of Aspo Shipping have been certifi ed in accordance with the requirements of the International Safety Management (ISM) Code of the International Maritime Organization IMO. The purpose of the ISM Code is to provide an international standard for the safe operation of ships and for pollution prevention. The certifi cate involves annual audits. All vessels have also been certifi ed for compliance with the requirements of the ISM Code. During the year, the fl eet switched over to low-sulfur fuels.
Aspo Systems
For Aspo Systems, environmental considerations represent a key value that guides product development and maintenance services planning. Because there are stringent demands on service station equipment and systems, the latest technology in the fi eld is being exploited in the manufacture of each piece of equipment. Aspo Systems' services include environmentally friendly high technology products, remote diagnostics to enable leakage alarms, and a preventive maintenance service that reduces service disruptions and the risk of accidents.
Shares
Aspo Plc has one share series. Each share entitles its holder to one vote at the Annual Shareholders' Meeting. The company share is quoted on the Helsinki Stock Exchange OMX list under medium-sized companies and under the GICS classifi cation 'Industrials'.
During 2006, a total of 6,043,932 Aspo Plc shares were traded on the Helsinki Stock Exchange with a value of EUR 41.9 million, or 23.2 percent of the shares changed owners. The shares reached a high during the period of EUR 8.62 and a low of EUR 5.75. The average price was EUR 6.96 and the closing price EUR 6.80. The market value of the share capital at the year-end, less treasury shares, was 174.7 million.
On December 31, 2006, Aspo Plc's registered share capital was EUR 17,451,695.37 divided into 26,047,803 shares, of which the company held 358,250 shares or 1.38% of the share capital.
At Aspo Plc's Annual Shareholders' Meeting held on April 4, 2006, the Board of Directors was authorized to repurchase a maximum of 400,000 company shares and to dispose of a maximum of 765,950 repurchased shares. The authorizations are valid for one year from the decision of the Shareholders' Meeting.
Under the authorization granted at the Shareholders' Meeting the Board of Directors decided on May 17, 2006 to dispose of 7,700 company shares within the context of an incentive scheme targeted at key personnel. The disposal price of the shares was the fair value at the point of disposal based on public trading. During the year, the Board of Directors did not exercise its authorization to repurchase company shares.
Convertible Capital Notes
Aspo Plc has issued Convertible Capital Notes worth EUR 17,645,000. The period for the notes is from June 4, 2004 to June 4, 2009. The notes will be repaid in a single installment on June 4, 2009 provided that the repayment conditions specifi ed in chapter 5 of the Companies
Return on Investment (ROI)
| % | 25.0 | |
|---|---|---|
| 25 | 20.6 | |
| 20 | 16.5 | |
| 15 | 11.9 | 14.9 |
| 10 | ||
| 5 | ||
| 0 | ||
| 02 03 |
04 05 06 |
Act and in the terms and conditions of the Convertible Capital Notes are met. The notes carry a fi xed 5% interest rate.
The terms and conditions of the Convertible Capital Notes state that as of January 2, 2005, Aspo is entitled to early repayment of the principal in its entirety at a rate of hundred (100) percent, plus the interest accumulated by the payment date. If the loan is not repaid on the due date, interest will be paid on the unpaid principal totaling two (2) percentage points above the confi rmed annual interest rate.
The capital notes can be converted into Aspo stock. Each EUR 500 note entitles the holder to convert the note into 84 Aspo Plc shares. The conversion rate is EUR 5.95.
During the year, the convertible capital notes were used to subscribe for 364,560 shares, and the share capital was correspondingly raised by EUR 243,922.56.
Management and Auditors
At Aspo Plc's Annual Shareholders' Meeting held on April 4, 2006, Mr. Matti Arteva, Mr. Kari Haavisto, Mr. Esa Karppinen, Mr. Roberto Lencioni, and Mr. Kari Stadigh were re-elected to the Board for a term of one year. Kari Stadigh has served as the Chairman and Matti Arteva as Vice-Chairman of the Board.
In 2006, the Board met 13 times, fi ve of which were teleconferences. All Board members were present at each meeting.
Since October 1999, Gustav Nyberg has been the CEO of the company.
The company auditor is PricewaterhouseCoopers Oy, an authorized public accountant fi rm with Jouko Malinen as the auditor in charge.
Equity Ratio
%

02 03 04 05 06
0.6
5.8
10.2
24.6
7.4
Post-Fiscal Events
At the beginning of 2007, ESL Shipping Ltd's second oldest vessel, the Ms Arkadia, built in 1983, was sold in accordance with a decision made earlier. The vessel had been written off in full, which means the deal will result in a EUR 10 million gain before taxes. The gain will be recognized in the second quarter. The vessel will be handed over to the buyer as agreed by the end of April.
Prospects for 2007
The prospects for all Aspo's Divisions for 2007 appear positive at the moment. The Group is expected to further increase its net sales, and earnings are expected to improve over the previous year.
The Group's international units account for the majority of Aspo's growth and for an increasingly large part of its consolidated net sales. In terms of fi nancial performance, the countries with the greatest potential are those with a geographic or logistical connection to the Baltic Sea area. Growth opportunities for the next few years in this area appear promising.
Aspo Chemicals
The dramatic price fl uctuations experienced in the international chemicals markets in the past few years appear to be continuing. Manufacturers are heavily cutting the production capacity for low-profi t products. As demand exceeds supply, prices tend to rise quickly. There's growing uncertainty regarding the price of crude oil. A major long-term price reduction is not, however, on the horizon.
In 2006, the Chemicals Division came close to its best ever performance, largely thanks to strong market conditions in the East. The positive trend is expected to continue. The Division is expected to generate growing net sales, although the growth is likely to slow down from the 20% level exceeded last year. The Chemicals Division's objective is to outperform market growth. According to our current estimate, Chemicals will perform well this year, too.
The biggest risks affecting the Chemicals Division have to do with the potential negative impact of the European Union's chemical legislation (REACH). In the worst-case scenario, the legislation would restrict the manufacture and use of chemicals in the European Union. Other risks include political and fi nancial instability in Russia and Ukraine.
Aspo Shipping
The year-end was very dynamic on international bulk freight markets, but the situation is expected to normalize during this year. However, global trends are not expected to have a signifi cant impact on market conditions in the Baltic Sea region. The demand for energy coal transport is expected to stabilize while demand for steel industry shipments is likely to pick up from last year.
The transport capacity of the Shipping Division will decline somewhat after the handover of the Ms Arkadia in spring 2007. The new vessel commissioned last year has now been fully integrated with the fl eet, and the shipping company is expected to improve its operational effi ciency this year. The Shipping Division is well positioned to boost earnings provided it does not experience the same availability problems as it did last year. No major changes are expected in terms of net sales.
Foreign exchange risks associated with Shipping Division's business have been hedged primarily using forwards. The risks related to fuel price fl uctuation have been hedged using bunker clauses in customer contracts.
Aspo Systems
Dynamic market conditions in fuel distribution are expected to persist in 2007. Supporting this view are technology investments as well as the increasing distribution of new fuel mixtures and the consolidation of the industry.
Equipment orders associated with chip card introduction are already in the order book, which suggests that technology investments will be launched in 2007. The new all-Nordic product generation completed last year as well as organizational streamlining and rationalization will provide a solid foundation for improved effi ciency.
The Systems Division's objective is to increase its net sales moderately. The Division is expected to generate a profi table performance on the year.
Proposal of the Board for the Distribution of Earnings
The parent company's distributable earnings totaled EUR 17,018,304.86 with the fi scal year's earnings totaling EUR 13,980,574.96. The company's registered share capital on December 31, 2006 was 26,047,803 shares, of which the company held 358,250.
The Board proposes that the company's earnings be distributed as follows: A dividend of EUR 0.41 per share to be paid out on 25,689,553 shares, totaling EUR 10,532,716.73 and EUR 6,485,588.13 to be held in shareholders' equity.
Helsinki, February 13, 2007 Aspo Plc Board of Directors
Consolidated Income Statement
| 1 000 EUR | Note | 2006 | 2005 |
|---|---|---|---|
| Net Sales | 1 | 225 897 | 204 896 |
| Change in the inventory of fi nished goods and work in progress +/- | 3 100 | -841 | |
| Other operating income | 3 | 778 | 1 118 |
| Share of associated companies' profi t or loss | 123 | -1 | |
| Materials and services | 6 | -124 680 | -101 303 |
| Personnel costs | 4 | -32 985 | -32 351 |
| Depreciation | 5 | -9 333 | -8 666 |
| Other operating expenses | 6 | -50 076 | -45 587 |
| Operating Profi t | 12 824 | 17 264 | |
| Financial income and expenses | 7 | -1 762 | -1 504 |
| Profi t Before Taxes | 11 062 | 15 760 | |
| Income taxes from operational activities | 8 | -2 843 | -4 171 |
| Net Profi t for the Period | 8 219 | 11 589 | |
| Profi t to parent company shareholders | 8 174 | 11 524 | |
| Minority interest | 46 | 65 | |
| Earnings per share to parent company shareholders: | |||
| Earnings per share, EUR | 9 | 0.32 | 0.45 |
| Earnings per share (diluted), EUR | 9 | 0.31 | 0.43 |
Consolidated Balance Sheet
Assets
| 1 000 EUR | Note | 2006 | 2005 |
|---|---|---|---|
| Non-Current Assets | |||
| Intangible assets | 10 | 1 170 | 490 |
| Goodwill | 11 | 8 212 | 7 243 |
| Tangible assets | 12 | 54 445 | 55 289 |
| Investments held for trading | 13 | 160 | 858 |
| Long-term receivables | 14 | 217 | 174 |
| Shares in associated companies | 15 | 1 368 | 1 236 |
| Deferred tax receivables | 16 | 2 092 | 1 630 |
| Total Non-Current Assets | 67 663 | 66 919 | |
| Current Assets | |||
| Inventories | 17 | 17 674 | 15 357 |
| Accounts receivable and other receivables | 18 | 34 055 | 28 363 |
| Income tax receivables | 867 | 275 | |
| Cash and cash equivalents | 19 | 9 123 | 12 545 |
| Total Current Assets | 61 719 | 56 540 | |
| Total Assets | 129 382 | 123 459 | |
| Shareholders' Equity and Liabilities | |||
| 1 000 EUR | Note | 2006 | 2005 |
| Shareholders' Equity | |||
| Share capital | 20 | 17 452 | 17 208 |
| Premium fund | 20 | 2 459 | 518 |
| Repurchased shares | 20 | -1 828 | -1 861 |
| Revaluation fund and other funds | 20 | -42 | 320 |
| Retained earnings | 20 | 31 622 | 30 246 |
| Net profi t for the period | 20 | 8 174 | 11 524 |
| Equity portion of the convertible bond | 20 | 220 | 220 |
| Total shareholders' equity belonging to shareholders | 58 056 | 58 175 | |
| Minority interest | 113 | 85 | |
| Total Shareholders' Equity | 58 169 | 58 260 | |
| Long-Term Liabilities | |||
| Long-term provisions | 248 | 99 | |
| Deferred taxes | 16 | 8 375 | 9 535 |
| Long-term interest-bearing liabilities | 21 | 19 531 | 23 189 |
| Long-term interest-free liabilities | 22 | 71 | 215 |
| Pension liabilities | 23 | 482 | 925 |
| Total Long-Term Liabilities | 28 707 | 33 963 | |
| Short-Term Liabilities | |||
| Short-term provisions | 24 | 319 | 95 |
| Short-term interest-bearing liabilities | 21 | 10 360 | 3 115 |
| Short-term interest-free liabilities | 22 | 31 245 | 27 572 |
| Income tax liabilities | 583 | 454 | |
| Total Short-Term Liabilities | 42 507 | 31 236 | |
Total Shareholders' Equity and Liabilities 129 382 123 459
Consolidated Cash Flow Statement
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Operational Cash Flow | ||
| Operating profi t | 12 824 | 17 264 |
| Adjustments to operating profi t 1) | 6 826 | 8 990 |
| Change in working capital 2) | -641 | 2 122 |
| Interest paid | -3 198 | -2 432 |
| Interest received | 969 | 683 |
| Dividends received | 12 | 37 |
| Taxes paid | -4 492 | -4 626 |
| Operational Cash Flow | 12 300 | 22 038 |
| Cash Flow from Investments | ||
| Investments in tangible and intangible assets | -5 018 | -2 758 |
| Advance payments for vessels | -5 183 | |
| Gains on the sale of tangible and intangible assets | 62 | 95 |
| Gains on the sale of other investments | 918 | |
| Subsidiaries acquired | -3 205 | |
| Associated companies acquired | -12 | -449 |
| Cash Flow from Investments | -9 233 | -6 317 |
| Cash Flow from Financing | ||
| Repurchase of shares | -858 | |
| Disposal of shares | 53 | |
| Change in long-term receivables | -74 | -8 |
| Repayments of short-term loans | -750 | -472 |
| Repayments of long-term loans | -3 508 | -3 870 |
| New short-term loans | 8 000 | |
| Profi t distribution to minorities | -82 | -67 |
| Dividends paid | -10 127 | -10 102 |
| Cash Flow from Financing | -6 488 | -15 376 |
| Change in Liquid Funds | -3 422 | 344 |
| Liquid funds Jan. 1 | 12 545 | 12 201 |
| Liquid Funds at the Year End | 9 123 | 12 545 |
| Notes to the consolidated cash fl ow statement | 2006 | 2005 |
| 1) Adjustments to operating profi t | ||
| Depreciation and write-downs | 9 333 | 8 561 |
| Gains from the disposal of fi xed assets and investments | -613 | -1 683 |
| Accrued personnel costs | -1 771 | 2 112 |
| Share of affi liate profi t or loss | -123 | |
| Total | 6 826 | 8 990 |
| 2) Change in working capital | ||
| Inventories | -2 316 | 602 |
| Short-term receivables | -5 702 | -701 |
| Short-term interest-free liabilities | 7 387 | 2 624 |
| Other changes | -10 | -403 |
| Total | -641 | 2 122 |
Statement of Changes in Shareholders' Equity
Shareholders' Equity Belonging to Parent Company Shareholders
| 1 000 EUR | Capital | Share Premium Fund |
Fair Value Fund |
Other Funds |
Repur- chased |
Trans- lation Shares Difference |
Retained Earnings |
Total | Minority Interest |
Total Share holders' Equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Shareholders' Equity on | ||||||||||
| January 1, 2006 | 17 208 | 518 | 320 | 220 | -1 861 | 44 | 41 726 | 58 175 | 85 | 58 260 |
| Translation differences | 50 | -6 | ||||||||
| Investments held for trading | ||||||||||
| Amount carried to income statement | -432 | |||||||||
| Share of deferred taxes | 112 | |||||||||
| Net profi t for the period | 8 174 | 46 | ||||||||
| Increase in hedging reserve | -57 | |||||||||
| Share of deferred taxes | 15 | |||||||||
| Dividend payment | -10 127 | -82 | ||||||||
| Sale of repurchased shares | 15 | 33 | ||||||||
| Conversion of convertible bond | ||||||||||
| to shares | 244 | 1 926 | ||||||||
| Change in minority interests | -71 | 71 | ||||||||
| Shareholders' Equity on December 31, 2006 |
17 452 | 2 459 | 178 | -1 828 | 94 | 39 702 | 58 056 | 113 | 58 170 | |
| Shareholders' Equity on | ||||||||||
| January 1, 2005 | 17 101 | 439 | 212 | 220 | -1 003 | -20 | 40 283 | 57 232 | 98 | 57 330 |
| Translation differences | 64 | -2 | ||||||||
| Investments held for trading | ||||||||||
| Change resulting from measurement at fair value | 146 | |||||||||
| Share of deferred taxes | -38 | |||||||||
| Net profi t for the period | 10 710 | 65 | ||||||||
| Increase in share capital | 86 | -86 | ||||||||
| Dividend payment | -10 081 | -66 | ||||||||
| Share repurchase | -858 | |||||||||
| Conversion of convertible bond | ||||||||||
| to shares | 21 | 164 | ||||||||
| Change in minority interests | -11 | |||||||||
| 17 208 | 518 | 320 | 220 | -1 861 | 44 | 40 912 | 57 361 | 85 | 57 446 | |
| IAS 8 compliant change in accounting principles | 814 | |||||||||
| Shareholders' Equity on December 31, 2005 |
17 208 | 518 | 320 | 220 | -1 861 | 44 | 41 726 | 58 175 | 85 | 58 260 |
Notes to the Consolidated Financial Statements
Basic Information
Aspo Plc is a Finnish public corporation domiciled in Helsinki. Aspo Plc's shares are listed on the Helsinki Stock Exchange.
Aspo provides logistical services for industrial customers in the energy and process industry sectors. The Group operates in three Divisions: Aspo Chemicals, Aspo Shipping and Aspo Systems. We have concentrated our operations around the Baltic Sea.
The Aspo Plc Board of Directors has approved the fi nancial statements for issue on February 13, 2007.
Accounting Principles
Basis of Presentation
The consolidated fi nancial statements have been drawn up in line with International Financial Reporting Standards (IFRS) approved in the EU, applying the standards and interpretations valid on December 31, 2006.
All the fi gures in these fi nancial statements are in EUR thousands and they are based on original acquisition costs if not otherwise stated in the Accounting Principles.
As of January 1, 2006, the Group has adopted renewed standards:
– IAS 19, Employee Benefi ts amendment. The adoption of the amended standards affects only the notes to the consolidated fi nancial statements as the Group has not amended its actuarial profi t and loss recording principles.
The following standards or interpretations have no impact on the Aspo Group:
– The IAS 21, Amendment on the Effects of Changes in Foreign Exchange Rates that allows the treatment of intra-Group loans between affi liated companies as part of the Group's net investment in a foreign entity that are not expected to be repaid. During fi scal 2005 and 2006, the Aspo Group has not had any intra-Group loans between affi liated companies that are treated as net investments.
– IAS 39 (amendment) on Financial Instruments: Recognition and Measurement. The amendment concerns the defi nition of anticipated intra-Group business transactions in foreign currencies as hedge targets in the consolidated fi nancial statements. Hedgerelated accounting has not been applied in Aspo's intra-Group business transactions in the 2005 and 2006 fi scal periods.
- IAS 39 (amendment), Recognition and Measurement – Fair Value Option
- IFRS 1 (amendment), First-time adoption of International Financial Reporting Standards
- IFRS 4 (amendment), Insurance Contracts – Financial Guarantee Contracts and Credit Insurance
- IFRS 6 (amendment), Exploration for and Evaluation of Mineral Resources
- IFRIC 4, Determining whether an Arrangement contains a Lease IFRIC 4 clarifi es how arrangements that do not take the legal form of a lease should nevertheless be accounted for as IAS 17, Leases.
- IFRIC 5, Rights to Interests Arising from Decommissioning, Restoration and Environmental Funds
- IFRIC 6, Liabilities Arising from Participating in certain Markets – Waste Electrical and Electronic Equipment markets
- IFRIC 7, Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinfl ationary Economies
- IFRIC 8, Scope of IFRS 2
- IFRIC 9, Reassessment of Embedded Derivatives
Principles of Consolidation
The consolidated fi nancial statements include the parent company Aspo Plc and all of its subsidiaries. Subsidiaries mean companies in which the parent company owns, directly or indirectly, more than 50% of the voting rights or in which the parent company otherwise exercises control. Associated companies in which the Group has 20 to 50% of the voting rights and at least a 20% holding or in which it otherwise exercises signifi cant control have been consolidated using the equity method. If the Group's share of the associated company's losses exceeds the carrying amount, losses in excess of the carrying amount will not be consolidated unless the Group has undertaken to fulfi ll the associated companies' obligations. Unrealized profi ts between the Group and an associated company have been eliminated in accordance with the Group's ownership.
Subsidiaries acquired during the year have been consolidated from the time Aspo gained control. Divested operations are included up to the time Aspo surrendered control. Acquired subsidiaries have been consolidated using the acquisition cost method, which involves measuring the acquired company's assets and liabilities at fair value at the time of acquisition. The goodwill acquisition cost is the amount by which the subsidiary acquisition cost exceeds the net fair value of the acquired identifi able assets, liabilities and conditional liabilities. As allowed by the IFRS 1, acquisitions made before the adoption of IFRS have not been adjusted to comply with IFRS principles; instead, they remain at the FAS compliant values.
In the IFRS, goodwill is not amortized; instead, it is tested annually for impairment.
Intra-Group business transactions, receivables, liabilities and intra-Group profi t distribution have been eliminated in the consolidation.
Distribution of the fi scal year's profi t between the parent company shareholders and minorities is shown in the income statement. Minority interest is presented as a separate item under the Group's shareholders' equity.
Foreign Currency Items and Their Measurement
Business transactions in foreign currencies are recorded at the exchange rates of the transaction date. Foreign currency receivables and liabilities open at the end of the fi scal year have been measured using the closing rates on balance sheet date. Foreign exchange gains and losses related to business operations have been recognized as sales or purchases adjustment items. Aspo does not apply hedge accounting in accordance with IAS 39. Changes in the values of currency derivatives associated with operations have been recorded under other operating income or expenses. Exchange gains and losses are recognized in the income statement as fi nancial gains and losses.
Foreign Subsidiaries
Figures for the performance and fi nancial position of the Group's units are measured in the main currency of the unit's business environment (operational currency). The consolidated fi nancial statements are presented in euros, the parent company's operational and reporting currency. In the consolidated fi nancial statements, the income statements of foreign subsidiaries have been translated into euros using the average rate of the fi scal year. Balance sheet items have been translated into euros using the closing rates. Translation differences have been shown as a separate item under shareholders' equity.
Segment Reporting
The business divisions represent primary segments and geographic areas represent secondary segments. The products and services of each business segment involve different risks and profi tability elements. Business segments are based on the Group's internal organizational structure and its fi nancial reporting. Secondary segments are key market areas in which the risks and profi tability related to products and services differ from the risks and profi tability inherent in the fi nancial environment of other geographic segments.
Sales are shown according to the customer's geographic location while assets and investments are shown according to their own geographic location.
Inter-segment transactions are carried out at market prices.
Tangible Assets
Fixed assets have been recorded at the original acquisition cost net of cumulative depreciation less impairment. Planned depreciation is calculated on a straightline basis based on the estimated useful economic life as follows:
| Buildings and structures | 15–30 years |
|---|---|
| Vessels | 16–20 years |
| Pushers | 8–10 years |
| Machinery and equipment | 3–8 years |
| Piping | 5–20 years |
| Other tangible assets | 5–40 years |
Land and water is not depreciated. Tangible assets are measured at the fair value at the time of acquisition.
A previously recorded write-down on tangible assets will be reversed if the estimates used to determine recoverable amount change. The post-reversal value may not, however, exceed the value the asset had before write-down in previous years.
Goodwill and Other Intangible Assets
The acquired subsidiaries have been consolidated using the acquisition cost method. The acquisition cost is matched against assets and liabilities based on their fair value at the time of acquisition. The remaining part of the acquisition cost is goodwill. Goodwill is not amortized; instead, its fair value is tested at least annually using the Goodwilll impairment test based on fair market value (see Goodwill impairment test on page 53).
Other intangible assets are measured at original acquisition cost and depreciated on a straight-line basis during their economic life. Other intangible assets include software and software licenses.
Research and Development Costs
Research and development costs are recognized mainly as expenses at the time of occurrence. However, development costs arising from the design of new products are capitalized in the balance sheet as intangible assets from the point when the product is technically and commercially feasible. Capitalized research and development costs will be depreciated over their economic life.
Inventories
Inventories are measured at the acquisition cost or the net realizable value, whichever is lower. Acquisition cost is determined using the FIFO (fi rst in, fi rst out) method. The acquisition cost of fi nished goods and work in progress includes raw material purchase costs, direct manufacturing wages, other direct manufacturing costs, and a share of manufacturing overheads (based on regular operating capacity), borrowing costs excluded. Net realizable value is the estimated sales price in ordinary activities less the costs associated with the completion of the product and sales costs.
Leasing Agreements
Fixed asset leasing agreements that involve the Group assuming an essential part of the risks and benefi ts inherent in ownership are classifi ed as fi nancial leasing agreements. Assets acquired through fi nancial leasing agreements have been recorded in the balance sheet in the amount equaling the fair value of the asset at the start of the agreement, or a lower current value of minimum leases. The leasing fees are divided into fi nancial expenses and loan repayment. The corresponding leasing liabilities less fi nancial expenses are included in other long-term interest-bearing liabilities. The interest of fi nance is recorded in the income statement during the leasing period so that the interest rate for the remaining debt will be the same for each fi nancial period. Assets leased under fi nancial leasing agreements will be depreciated over their economic life or over the term of the leasing agreement, if shorter.
Fixed asset leasing agreement in which the material part of risks and benefi ts inherent in ownership remain with the lessor are classifi ed as other leases (operational leasing) the rents of which are recorded as expenses in equal amounts over the leasing period.
Employee Benefi ts
The Group's pension arrangements representing defi ned benefi t plans comply with the local legislation and practices of the country in question. Defi ned benefi t plans are fi nanced through payments to pension insurance companies or pension insurance funds based on actuarial pension liability calculations. The Group's payments towards contribution plans are recorded as expenses in the relevant fi scal year.
In defi ned benefi t plans, the pension liability is calculated by subtracting the fair value on balance sheet date of funds included in the plan from the current value on balance sheet date of future pension contributions, adjusted with the non-recorded actuarial gains or losses. Pension costs are recognized as expenses in the income statement and the costs are allocated over the employees' service time based on annual actuarial calculations. Pension liabilities involved in the defi ned benefi t plan are determined using the projected unit credit method.
Share-Based Payments
In December 2002, the Board of Directors of Aspo Plc decided to introduce a management incentive scheme tied to the share price development. In accordance with its terms and conditions, the scheme ended in November 2006. The scheme covered 15 Aspo Plc and subsidiary executives and key employees chosen by the Board of Directors. The bonus, which was tied to the share price performance, was paid in December 2006 to the persons included in the scheme. The bonus has been recognized in the income statement as expenditure during the period in which the benefi t was generated.
Share-Based Incentive Scheme 2006
In January 2006 the Board of Directors decided to set up a share-based Incentive Scheme based on the share price performance for approximately 30 Aspo Plc and subsidiary executives and key employees selected by the Board of Directors. Costs arising from the scheme are measured at fair value and expensed in equal installments in the income statement over the incentive earning period. Fair value is determined on the basis of the Black-Scholes model. The expenditure determined on the granting date is based on a Group estimate as to the number of options rights existing at the end of the period in which the benefi t was generated. The Group will update the estimate on the fi nal amount of options on each closing date. Arrangements paid in cash will be recognized at fair market value in the fi nancial statements, and changes in the debt's fair value are recognized in the income statement.
Treasury Shares
The acquisition cost of Aspo Plc's own shares is recorded as a reduction of shareholder's equity.
Provisions
A provision is entered into the balance sheet if the Group has, as a result of a previous incident, a legal or a factual obligation that will likely have to be fulfi lled and the amount of the obligation can be reliably estimated. Warranty provisions include the cost of product repair or replacement, if the warranty period is still effective on the balance sheet date. Warranty provisions are determined on the basis of historical experience.
Environmental provisions are recorded when the Group has an obligation under environmental legislation or the Group's environmental responsibility principles that involves the decommissioning of a production plant, environmental rehabilitation and restoration, or relocating equipment.
A provision for restructuring is recognized when the Group has prepared a detailed restructuring plan and restructuring has either commenced or the plan has been announced publicly.
Income Taxes
The Group's taxes include taxes based on the Group companies profi t or loss for the fi scal year, adjustment of taxes from previous fi scal years, and change in deferred taxes. Income taxes have been recorded in accordance with the tax rate of each country. Deferred tax liabilities or receivables are calculated from the temporary differences between accounting and taxation in accordance with the tax rate in force on the balance sheet date or the estimated tax payment date. Elements resulting in temporary differences include defi ned benefi t pension plans, provisions, depreciation differences and confi rmed losses. Temporary differences between confi rmed losses and other temporary differences are recognized as deferred tax receivables if it is likely that they can be used in the future. Share of associated companies' profi ts or losses shown in the income statement have been calculated from net profi t or loss, and they include the impact of taxes.
Income Recognition Principles
Revenue from the sale of products is recognized when the material risks and benefi ts associated with the ownership of the goods have been transferred to the buyer. Revenue from services is recognized once the services have been performed. Income and costs from longterm projects are recognized as revenue and expenses based on the percentage of completion when the outcome of the project can be reliably assessed. Percentage of completion is determined as the share of costs of the work completed by the time of review of the project's estimated total costs. When it is likely that the project will generate losses, losses will be expensed immediately. During the fi scal year, Aspo had no long-term projects under way.
Accounts Receivable
Accounts receivable are recognized at their acquisition cost. The Group writes down receivables if there is objective evidence that the receivable cannot be collected in full.
Financial Assets and Liabilities
Classifi cation, measurement of fi nancial assets and liabilities and recognition of derivatives have been performed in accordance with IAS 32 (Financial Instruments: Disclosure and Presentation) and IAS 39 (Financial Instruments: Recognition and Measurement).
Financial assets are derecognized when the Group has lost the contractual right to cash fl ows or when it has materially moved risks and revenue away from the Group.
Aspo's equity-based convertible capital loan has been divided into a loan portion and an equity portion. To calculate the share of equity, capital and interest measured at current value was subtracted from the cash received. The market interest for a corresponding non-convertible bond was used for calculation purposes. The transaction costs of the bond have been amortized using the effective interest rate method.
Financial Assets
Financial assets have been classifi ed into loans and other receivables, investments held to maturity, fi nancial assets available for sale, and fi nancial assets recognized at fair value through profi t or loss. The classifi cation takes place upon initial recognition.
Loans and other receivables have been recorded on the settlement date and presented in the balance sheet at amortized cost using the effective interest rate method. Transaction costs have been included in the original acquisition cost. Financial assets and liabilities recognized at fair value through profi t or loss are recorded on the settlement date and measured at fair value.
Financial assets available for sale and fi nancial assets and liabilities measured at fair value through profi t or loss are measured at fair value using quoted market prices and rates or an imputed current value. Unlisted shares for which fair value cannot be reliably determined are recorded at acquisition cost less impairment. Changes in the fair value of fi nancial assets available for sale are recorded in the fair value fund under shareholders' equity taking the tax impact into account. When such an asset is sold, otherwise realized or it has generated an impairment loss, the accumulated changes in fair value are moved from shareholders' equity to profi t or loss. Acquisitions and disposals of fi nancial assets available for sale are recorded on the settlement date.
Investments in shares, interest securities and convertible bonds have been classifi ed as fi nancial assets available for sale.
"Held-to-maturity investments" are valued at their allocated acquisition cost and are included in long-term investments. During the fi scal period, the Group had no held-to-maturity fi nancial assets or liabilities.
Financial Liabilities
Financial liabilities are recorded on the settlement date and recognized in the balance sheet at acquisition cost less transaction costs. Interest is allocated in the income statement on the loan maturity using the effective interest method.
The fair value of convertible bonds has been determined on the basis of the market rate of interest of an equivalent loan at the point of issue of the convertible bond. Share in debt is included in periodic acquisition cost until it is amortized completely by converting the loan into stock. The remainder of the money received, the share of equity, less associated taxes, has been recorded under equity.
Cash and Cash Equivalents
Cash includes cash funds, bank deposits and other highly liquid short-term (no more than three months) investments. Bank overdrafts have been presented under other short-term liabilities.
Derivatives
Derivatives are originally booked at their fair value on the day the Group becomes a contracting party, and are later assessed at their fair value. For the most part Aspo does not apply IFRS-compliant hedge accounting. Changes in fair value are recorded through profi t or loss. Changes in the fair value of derivatives associated with fi nancial items have been recorded in fi nancial income and expenses. Changes in the fair value of other derivatives have been recorded under other operating income and expenses.
Aspo has applied hedge accounting to protect predicted foreign currency cash fl ow in the acquisition of fi xed assets. The change in the fair value of the effective share of derivatives that meet the criteria for hedge accounting is recorded directly in the hedge fund included in the fair value reserve under equity. Profi ts and losses recorded under equity are transferred to the acquisition cost of the asset in question during the fi scal period the hedged item is capitalized.
Fair value is determined on the basis of quoted market prices and rates, the discounting of cash fl ows and option measurement models.
The fair value of currency derivatives is calculated by discounting the predicted cash fl ows from agreements according to the interest rates of sold currencies and by converting the discounted cash fl ows using the exchange rate of the balance sheet date to calculate the difference between the discounted values. Fair values of interest rate options are determined with generally used option measurement models.
Estimates
When preparing fi nancial statements in compliance with the international fi nancial reporting standards, assumptions and estimates have to be made that affect the assets and liabilities on the balance sheet at the time of preparation, the reporting of conditional assets and liabilities and the income and expenses during the fi scal year. Estimates have been used e.g. to determine the amount of items reported in the fi nancial statements, to determine goodwill and the useful life of tangible and intangible assets. Since the estimates are based on the best current assessments of the management, the fi nal fi gures may deviate from those used in the fi nancial statements.
Goodwill Impairment Test
The Group tests the balance sheet value of goodwill annually or more often if there are any indications of potential impairment. The goodwill impairment loss is not reversed under any circumstances. Goodwill has been allocated to cash fl ow generating units the identifi cation of which depends on which business unit's management monitors goodwill in their internal reporting. The unit's recoverable amount is calculated using value in use calculations. Cash fl ow based value in use is determined by calculating the discounted current value of predicted cash fl ows. The discount rate used in the calculations is based on the weighted average cost of the capital tied to the Group's business operations that is applied in the currency area in which the cash fl ow generating unit is considered to be located (business area). The weighted average cost of capital refl ects the Group's average long-term fi nancial structure.
An impairment loss is recognized immediately in the income statement if the asset's carrying amount is higher than its recoverable amount.
Central Factors Used when Calculating the Use Value of Systems Division:
-
- Sales margin The previous years' realized sales margins have served as a basis, and they have been adjusted to better correspond to the near-future cost structure and prevailing competitive situation. According to the forecast, the shares of different product groups/ sectors of total sales will change in the future for the benefi t of more profi table product groups when, as a whole, a slight increase is expected in the sales margin.
-
- Fixed costs As a result of several cost-savings programs, fi xed costs are at a moderate level, and their proportion to the net sales is estimated to remain relatively stable or even to decrease in the future.
-
- Market share Defi ned on the basis of the previous years' realized market share. Market share is not expected to essentially change in the coming years, considering continuous product development, close cooperation with a global equipment manufacturer and the anticipated tightening of competition.
-
- Discount rate Defi ned with the help of a weighted average cost of capital that refl ects the total cost of equity and liabilities.
More on the management's forecasts and the related uncertainties are explained in the sections "Prospects for 2007" and "Risk Management" in the Report of the Board of Directors.
Application of New or Amended IFRS Standards and IFRIC Interpretations
The Group will adopt the following new IASB standards and interpretations effective 2007–2009.
- IAS 1 (amendment), Presentation of Financial Statements
- IFRS 7, Financial Instruments: Disclosures (2007)
- IFRIC 10, Interim Financial Reporting and Impairment
- IFRIC 11, IFRS 2 Group and Treasury Shares (2007)
- IFRIC 12, Service Concession Arrangements (2008)
- IFRS 8, Operating Segments (2009)
The Group estimates that the adoption of these standards and interpretations in 2007 will primarily infl uence only the notes to the fi nancial statements.
1. Net Sales and Segment Information
Aspo's primary reporting segments include the business segments, namely Aspo Chemicals, Aspo Shipping and Aspo Systems. Other operations mainly involve Group administration costs.
Secondary reporting covers geographic segments based on key market areas. Net sales are shown according to the customer's geographic location while assets and investments are shown according to their own geographic location.
1.1. Business Segments
| 2006 | |||||
|---|---|---|---|---|---|
| 1 000 EUR | Chemicals | Shipping | Systems | Other | Elim. Group |
| Sales outside the Group | 89 127 | 82 665 | 54 105 | 225 897 | |
| Intra-Group sales | |||||
| Net sales | 89 127 | 82 665 | 54 105 | 225 897 | |
| Operating profi t | 2 729 | 12 624 | -957 | -1 573 | 12 824 |
| Net fi nancial expenses | -1 762 | ||||
| Profi t before taxes | 11 062 | ||||
| Income taxes | -2 843 | ||||
| Net profi t for the period | 8 219 | ||||
| Depreciation on tangible assets | 378 | 8 324 | 365 | 22 | 9 089 |
| Depreciation on intangible assets | 74 | 67 | 38 | 47 | 226 |
| Segment's assets | 28 057 | 58 611 | 28 336 | 712 | 115 716 |
| Shares in associated companies | 1 368 | 1 368 | |||
| Non-allocated funds | 12 299 | ||||
| Total funds | 129 382 | ||||
| Segment's liabilities | 11 245 | 7 818 | 11 538 | 1 196 | 31 798 |
| Non-allocated liabilities | 39 416 | ||||
| Total liabilities | 71 213 | ||||
| Investments | 1 314 | 7 355 | 1 365 | 167 | 10 201 |
The segment's assets and liabilities are items that the segment uses in its business operations or that can be reasonably allocated to the segments.
Non-allocated items include taxes and fi nancial items and Group items. Investments consist of increases in tangible assets, intangible assets and goodwill used in more than one fi scal year.
1 000 EUR Chemicals Shipping Systems Other Elim. Group Sales outside the Group 73 583 79 167 52 146 204 896 Intra-Group sales 7 490 431 3 976 -11 897 Net sales 81 073 79 598 56 121 -11 897 204 896 Operating profi t 2 221 17 869 -1 255 -1 571 17 264 Net fi nancial expenses -1 504 Profi t before taxes 15 760 Income taxes -4 171 Net profi t for the period 11 589 Depreciation on tangible assets 366 7 529 510 23 8 428 Depreciation on intangible assets 102 55 65 16 238 Segment's assets 22 416 58 623 25 236 899 107 174 Shares in associated companies 1 236 1 236 Non-allocated funds 15 049 Total funds 123 459 Segment's liabilities 8 271 7 467 10 159 801 26 698 Non-allocated liabilities 38 501 Total liabilities 65 199 Investments 375 1 726 4 735 103 6 940
1.2. Geographic Segments
2005
| Net Sales | Investments | Assets | ||||
|---|---|---|---|---|---|---|
| 1 000 EUR | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 |
| Finland | 137 357 | 128 357 | 8 893 | 2 151 | 83 209 | 81 506 |
| Nordic countries | 47 795 | 47 327 | 984 | 4 627 | 21 074 | 18 737 |
| Baltic countries | 15 625 | 16 659 | 72 | 39 | 5 966 | 4 926 |
| Russia and others | 25 120 | 12 552 | 253 | 123 | 6 834 | 3 242 |
| Total | 225 897 | 204 896 | 10 201 | 6 940 | 117 083 | 108 410 |
2. Acquired and Discontinued Operations and Divestments
In April 2006, Aspokem Ltd acquired the business operations of Sealco Oy, which resulted in a substantial growth in the clientele and range of products of the Automotive Chemicals unit. The total purchase price was approximately EUR 1.4 million. The effect of the purchase price on cash fl ow was about EUR 1.4 million. The fi gures of Sealco operations have been consolidated as of the beginning of April, 2006. The Group net sales would not have changed signifi cantly even if Sealco had been consolidated at the beginning of the year. The EUR 0.9 million goodwill of the acquired business operations was infl uenced by the market position of anti-corrosion products, client relationships and the chance to exploit distribution channels.
3. Other Operating Income
| 1 000 EUR | Fair Values Recorded in Combination |
Book Value Before Combination |
|---|---|---|
| Tangible fi xed assets | 84 | 84 |
| Intangible assets | 5 | 5 |
| Inventories | 473 | 473 |
| Total assets | 563 | 563 |
| Total liabilities | -50 | -50 |
| Net assets | 513 | 513 |
| Acquisition cost | 1 400 | 1 400 |
| Goodwill | 888 | 888 |
| Purchase price paid in cash | 1 400 | |
| Cash fl ow effect | 1 400 |
Other operating income
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Total gains from the sale of fi xed assets | 620 | 84 |
| Total rents and related remuneration | 32 | 17 |
| Disposal of the Aspo Building purchase option | 850 | |
| Other income | 127 | 167 |
| Total other income | 778 | 1 118 |
4. Employee Benefi ts and Personnel Information
Aspo Group employed 694 personnel at the year-end (681) and an average of 693 during the year (688). The average number of offi ce personnel during the year was 312 (307) and of non-offi ce workers 381 (381). The parent company personnel at the year-end totaled 9 (9) and averaged at 9 (9). All of these were offi ce personnel.
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Wages and salaries | 26 139 | 24 716 |
| Pension costs, contribution plans | 2 656 | 2 420 |
| Pension costs, defi ned benefi t plans | -438 | 33 |
| Option arrangements paid for in cash | 355 | 764 |
| Other indirect personnel costs | 4 273 | 4 417 |
| Total | 32 985 | 32 351 |
Information regarding the employee benefi ts of senior management is given in the Inner Circle section.
Personnel by division at the end of period
| 2006 | 2005 | |
|---|---|---|
| Chemicals | 109 | 90 |
| Shipping | 257 | 255 |
| Systems | 319 | 327 |
| Aspo Plc | 9 | 9 |
| Total | 694 | 681 |
Personnel by geographic area at the end of period
| 2006 | 2005 | |
|---|---|---|
| Finland | 418 | 425 |
| Nordic countries | 191 | 193 |
| Baltic countries | 35 | 33 |
| Russia and others | 50 | 30 |
| Total | 694 | 681 |
| 5. Depreciation | 1 000 EUR | 2006 | 2005 |
|---|---|---|---|
| Intangible assets | 226 | 238 | |
| Buildings | 202 | 221 | |
| Vessels | 8 307 | 7 497 | |
| Machinery and equipment | 581 | 711 | |
| Depreciation on land and water, fi nance lease | 17 | ||
| Total | 9 333 | 8 666 |
6. Operating Expenses
Items above operating profit include exchange rate losses in the amount of EUR 63,000 in 2006 and gains of EUR
257,000 in 2005.
Materials and services
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Purchases during the period | ||
| Chemicals | 79 209 | 61 840 |
| Shipping | 14 807 | 9 823 |
| Systems | 19 294 | 19 829 |
| Total | 113 310 | 91 492 |
| Change in inventories | 267 | 693 |
| Outsourced services | ||
| Chemicals | 1 761 | 1 860 |
| Systems | 9 342 | 7 258 |
| Total | 11 103 | 9 118 |
| Total materials and services | 124 680 | 101 303 |
Other operating expenses
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Rents | 4 007 | 3 815 |
| Chemicals | 2 458 | 1 976 |
| Shipping | 36 007 | 32 185 |
| Systems | 6 317 | 5 958 |
| Non-allocated costs | 1 352 | 1 268 |
| Foreign exchange losses | -71 | 386 |
| Loss on disposal of non-current assets | 7 | |
| Total | 50 076 | 45 587 |
Product development costs
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Systems | 1 135 | 1 119 |
| % of net sales | 2.1 | 2.1 |
7. Financial Income and Expenses
| 1 000 EUR | 2006 | 2005 | |
|---|---|---|---|
| Dividend income | 12 | 37 | |
| Financial income | 270 | 365 | |
| Interest rate derivatives | 89 | ||
| Foreign exchange gains | 597 | 318 | |
| Total fi nancial income | 969 | 720 | |
| Financial expenses | -1 786 | -1 581 | |
| Interest rate derivatives | 19 | -59 | |
| Foreign exchange losses | -964 | -584 | |
| Total fi nancial expenses | -2 730 | -2 224 | |
| Total fi nancial income and expenses | -1 762 | -1 504 |
8. Income Taxes
Income statement taxes
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Taxes for the fi scal year | -3 968 | -4 984 |
| Change in deferred taxes and tax receivables | 1 130 | 813 |
| Taxes from previous fi scal years | -5 | |
| Total | -2 843 | -4 171 |
Reconciliation of tax expenses in the income statement and taxes calculated using the parent company's tax rate (26%).
| 2006 | 2005 |
|---|---|
| 11 062 | 15 760 |
| -4 098 | |
| 94 | |
| -66 | |
| 40 | -101 |
| -2 843 | -4 171 |
| 26% | 26% |
| -2 876 121 -5 -123 |
9. Earnings Per Share
Earnings per share are calculated by dividing the profi t or loss for the year by the weighted average number of shares outstanding during the fi scal year. When calculating the diluted earnings per share, the average number of shares was adjusted with the dilutive effect of the equity-based convertible bond.
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Profi t before taxes and minority interest | 11 062 | 15 760 |
| – Income taxes on ordinary activities | -2 843 | -4 171 |
| – Minority interest | -46 | -65 |
| Total | 8 174 | 11 524 |
| Average number of shares during the fi scal | ||
| period (in 1,000) | 25 368 | 25 391 |
| Earnings per share, EUR | 0.32 | 0.45 |
| Profi t before taxes and minority interest | 11 062 | 15 760 |
| – Income taxes on ordinary activities | -2 843 | -4 171 |
| – Minority interest | -46 | -65 |
| Interest on convertible bond (adjusted with tax impact) | 646 | 704 |
| Total | 8 820 | 12 228 |
| Average number of shares during the fi scal period | ||
| adjusted for dilution of convertible bond (in 1,000) | 28 332 | 28 720 |
| Diluted earnings per share, EUR | 0.31 | 0.43 |
10. Intangible Assets
Intangible assets mainly include computer software and their licenses; these are depreciated on a straight-line basis in fi ve years. The refurbishment costs of premises have been recorded under other intangible assets. Advance payments are mainly connected with the operational management system of the Autotank Group.
Intangible assets 2006
| 1 000 EUR | Rights | Other Intangible Intangible |
Advance Assets Payments |
Total |
|---|---|---|---|---|
| Acquisition cost January 1 | 1 188 | 463 | 48 | 1 699 |
| Translation difference | 1 | 1 | ||
| Increases | 165 | 2 | 1 126 | 1 293 |
| Increases, acquisition | 5 | 5 | ||
| Decreases | -4 | -18 | -665 | -687 |
| Transfers between items | 11 | 268 | 279 | |
| Acquisition cost December 31 | 1 354 | 459 | 777 | 2 591 |
| Accumulated depreciation January 1 | -841 | -369 | -1 210 | |
| Translation difference | -1 | -1 | ||
| Accumulated depreciation from | ||||
| decreases and transfers | 4 | 12 | 16 | |
| Depreciation during the period | -189 | -38 | -226 | |
| Accumulated depreciation December 31 | -1 026 | -395 | -1 421 | |
| Book value December 31 | 328 | 64 | 777 | 1 170 |
Intangible assets 2005
| 1 000 EUR | Rights | Other Intangible Intangible |
Advance Assets Payments |
Total |
|---|---|---|---|---|
| Acquisition cost January 1 | 1 356 | 373 | 88 | 1 817 |
| Translation difference | 29 | 29 | ||
| Increases | 255 | 62 | 48 | 365 |
| Decreases | -478 | -1 | -33 | -512 |
| Transfers between items | 55 | -55 | ||
| Acquisition cost December 31 | 1 188 | 463 | 48 | 1 699 |
| Accumulated depreciation January 1 | -1 120 | -308 | -1 429 | |
| Translation difference | -22 | -22 | ||
| Accumulated depreciation from | ||||
| decreases and transfers | 478 | 1 | 479 | |
| Depreciation during the period | -198 | -39 | -238 | |
| Accumulated depreciation December 31 | -841 | -369 | -1 210 | |
| Book value December 31 | 347 | 94 | 48 | 490 |
11. Goodwill
Goodwill has been allocated to cash fl ow generating units by country or by business unit on the basis of the unit's location and depending on the status of goodwill monitoring in internal reporting. Goodwill is divided into the segments as follows: Chemicals EUR 0.9 million, Shipping EUR 0.6 million and Systems EUR 6.5 million.
Future cash flows from impairment calculations are based on the four-year economic plans approved by the Group Management. Estimates regarding cash fl ow in subsequent years are cautious with 1% growth as default. No writedown was made for the fi scal year as the measures taken and decided on are believed to have a positive impact on fi nancial performance.
If the Systems Division's future cash fl ow at the operating profi t level were 10% lower than the fi gures now used in estimates, the fair value of net assets would be EUR 3.4 million less, but there would be no need to make any write-downs of goodwill. Accordingly, if the Weighted Average Cost of Capital (WACC) were to increase by 10%, the net assets fair value would be EUR 3.0 million less but, nevertheless, higher than the book value, which means there would be no need for a write-down.
Goodwill
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Acquisition cost January 1 | 7 243 | 3 095 |
| Acquisition | 4 181 | |
| Decreases | 911 | |
| Translation difference | 58 | -33 |
| Acquisition cost December 31 | 8 212 | 7 243 |
12. Tangible Assets
Tangible assets 2006
| 1 000 EUR | Land | Buildings | Machinery and Equipment |
Vessels | Tangible Assets |
Work in Other Progress and Advance Payments |
Total |
|---|---|---|---|---|---|---|---|
| Acquisition cost January 1 | 223 | 4 298 | 8 096 | 143 895 | 508 | 60 | 157 080 |
| Translation difference | 65 | 65 | |||||
| Increases | 15 | 643 | 2 076 | 55 | 5 718 | 8 507 | |
| Increases, acquisition | 90 | 90 | |||||
| Decreases | -14 | -221 | -51 | -286 | |||
| Transfers between items | -270 | 49 | 15 | -9 | -214 | ||
| Acquisition cost December 31 | 223 | 4 300 | 8 401 | 146 021 | 578 | 5 719 | 165 242 |
| Accumulated depreciation January 1 | -1 749 | -6 560 | -93 150 | -332 | -101 791 | ||
| Translation difference | -51 | -51 | |||||
| Depreciation | -17 | -17 | |||||
| Accumulated depreciation from | |||||||
| decreases and transfers | 156 | -2 | 155 | ||||
| Depreciation during the period | -202 | -541 | -8 307 | -42 | -9 092 | ||
| Accumulated depreciation December 31 | -17 | -1 950 | -6 997 | -101 457 | -375 | -110 796 | |
| Book value December 31 | 207 | 2 349 | 1 404 | 44 563 | 203 | 5 719 | 54 445 |
Tangible assets 2005
| 1 000 EUR | Land | Buildings | Machinery and Equipment |
Vessels | Tangible Assets |
Work in Other Progress and Advance Payments |
Total |
|---|---|---|---|---|---|---|---|
| Acquisition cost January 1 | 223 | 5 193 | 6 087 | 144 022 | 510 | 62 | 156 099 |
| Translation difference | -19 | -9 | -28 | ||||
| Increases | 1 240 | 110 | 28 | 8 | 1 385 | ||
| Decreases | -3 | -391 | -3 | -397 | |||
| Transfers between items | -892 | 1 178 | -237 | -18 | -10 | 21 | |
| Acquisition cost December 31 | 223 | 4 298 | 8 096 | 143 895 | 508 | 60 | 157 080 |
| Accumulated depreciation January 1 | -2 433 | -4 801 | -85 653 | -331 | -93 218 | ||
| Translation difference | 22 | 22 | |||||
| Accumulated depreciation from | |||||||
| decreases and transfers | 904 | -1 101 | 30 | -167 | |||
| Depreciation during the period | -221 | -680 | -7 497 | -31 | -8 428 | ||
| Accumulated depreciation December 31 | -1 749 | -6 560 | -93 150 | -332 | -101 791 | ||
| Book value December 31 | 223 | 2 550 | 1 535 | 50 745 | 176 | 60 | 55 289 |
Financial Leasing Arrangements
Tangible assets include a building and land area located in Tampere that have been leased with a fi nancial leasing agreement. The depreciation schedule for the building is the same as the validity of the leasing agreement. Land area is not depreciated. The leasing agreement terminates in February 2011.
2006
| 1 000 EUR | Land | Buildings | Total |
|---|---|---|---|
| Acquisition cost January 1 | 162 | 1 789 | 1 951 |
| Depreciation | -17 | -17 | |
| Acquisition cost December 31 | 145 | 1 789 | 1 934 |
| Accumulated depreciation January 1 | -172 | -172 | |
| Depreciation during the period | -81 | -81 | |
| Accumulated depreciation December 31 | -253 | -253 | |
| Book value December 31 | 145 | 1 536 | 1 681 |
| 2005 | |||
| 1 000 EUR | Land | Buildings | Total |
| Acquisition cost January 1 | 162 | 1 789 | 1 951 |
| Acquisition cost December 31 | 162 | 1 789 | 1 951 |
| Accumulated depreciation January 1 | -86 | -86 | |
| Depreciation during the period | -86 | -86 | |
| Accumulated depreciation December 31 | -172 | -172 | |
| Book value December 31 | 162 | 1 617 | 1 779 |
13. Investments Held for Trading
Investments held for trading 2006
| 1 000 EUR | Quoted | Others | Total |
|---|---|---|---|
| Acquisition cost January 1 | 698 | 160 | 858 |
| Decreases | -698 | -698 | |
| Acquisition cost December 31 | 160 | 160 | |
| Book value December 31 | 160 | 160 | |
| Investments held for trading 2005 | |||
| 1 000 EUR | Quoted | Others | Total |
| Acquisition cost January 1 | 266 | 160 | 426 |
| Revaluation to fair value fund | 432 | 432 | |
| Acquisition cost December 31 | 698 | 160 | 858 |
Book value December 31 698 160 858
14. Long-Term Accounts Receivable and Other Receivables
Long-term loan receivables include a loan granted by Aspo to Vatro, which will be repaid in 2017 in accordance with the legislation concerning the State Housing Board.
Other items included in long-term receivables
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Long-term loan receivables | 109 | 143 |
| Long-term derivatives, interest rate option | 108 | 31 |
| Total long-term accounts receivable and other receivables | 217 | 174 |
15. Affi liate Companies
ESL Shipping Ltd has a 35% holding of affi liate company Credo AB. Goodwill is not included in the book value. The unlisted Credo AB's registered offi ce is in Donsö, Sweden. The company's net sales during the fi scal period were EUR 2.9 million, assets EUR 25.1 million, liabilities EUR 21.2 million and net profi t for the period EUR 1.1 million.
Shares in associated companies
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Acquisition cost January 1 | 1 238 | 789 |
| Increases | 118 | 449 |
| Decreases | -106 | |
| Acquisition cost December 31 | 1 250 | 1 238 |
| Share of associated companies' profi t or loss | 122 | -1 |
| Transfers between items | -4 | -1 |
| Equity adjustments December 31 | 118 | -2 |
| Book value December 31 | 1 368 | 1 236 |
16. Deferred Taxes Deferred tax receivables
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Unused tax losses | 1 944 | 1 080 |
| Changes in warranty provisions | 51 | |
| Other temporary differences | 148 | 499 |
| Total | 2 092 | 1 630 |
Deferred taxes
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Depreciation in excess of plan | 8 150 | 9 016 |
| Fair value fund | 112 | |
| Capitalization of the dockage | 115 | 286 |
| Convertible bond | 74 | 92 |
| Inventories, forwards, leasing, docking | 36 | 28 |
| Total | 8 375 | 9 535 |
Change in deferred taxes and tax receivables during the period
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Deferred tax receivables January 1 | 1 630 | 967 |
| Items recorded in the income statement | ||
| Pension liabilities | -114 | 9 |
| Measurement of derivatives | -44 | 191 |
| Warranty provision | -51 | |
| Unused tax losses | 499 | |
| Other temporary differences | 171 | 340 |
| Receivables acquired with business acquisitions | 123 | |
| Deferred tax receivables December 31 | 2 092 | 1 630 |
| 1 000 EUR | 2006 | 2005 |
| Deferred taxes January 1 | 9 535 | 9 770 |
| Items recorded in the income statement | ||
| Inventories, forwards, leasing | 9 | -18 |
| Transaction costs of the convertible bond | -19 | |
| Depreciation in excess of plan | -866 | -542 |
| Capitalization of the dockage | -171 | 286 |
| Items recorded in shareholders' equity | -112 | 38 |
| Deferred taxes December 31 | 8 375 | 9 535 |
17. Inventories
Work in progress includes costs of binding customer orders accumulated by the balance sheet date. The accumulated costs include direct labor and material costs and the relative proportion of indirect manufacturing and installation costs. Binding customer orders primarily involve orders for new equipment based on fi xed contract prices.
Inventories
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Materials and supplies | 3 947 | 4 055 |
| Work in progress | 1 | 876 |
| Finished goods | 13 257 | 10 273 |
| Other inventories | 469 | 153 |
| Total | 17 674 | 15 357 |
18. Accounts Receivable and Other Receivables
Accounts receivable are measured at their expected realizable value, which is their original invoicing value less the estimated impairment of the receivables. Accounts receivable will be written down if there is justifi able evidence suggesting that the Group will not receive all of its receivables under the original terms and conditions.
The carrying amount is considered to be close to the fair value. Accounts receivable do not involve signifi cant credit loss risks.
Interest-free accounts receivable and other receivables
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Accounts receivable | 26 691 | 23 325 |
| Refund from the Ministry of Transport | ||
| and Communications | 2 470 | 2 470 |
| Derivative contracts | 128 | 164 |
| Advance payments | 3 238 | 692 |
| VAT receivable | 424 | 696 |
| Duties receivable | 8 | 107 |
| Other deferred receivables | 1 097 | 909 |
| Total | 34 055 | 28 363 |
19. Cash and Cash Equivalents
The average interest rate for commercial paper on December 31, 2006 was 2.9%.
Cash and cash equivalents
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Commercial paper | 5 007 | 4 200 |
| Bank accounts | 4 115 | 8 345 |
| Total | 9 123 | 12 545 |
20. Shareholders' Equity
Shares and Share Capital
On December 31, 2006 Aspo Plc had 26,047,803 shares and its share capital totaled EUR 17.5 million.
The shareholders' equity portion of Aspo's convertible bond has been presented under shareholders' equity. Company shares in Aspo's possession have been recorded as an element reducing shareholders' equity.
Share capital and premium fund
| 1 000 EUR | In 1,000 | Share Capital |
Fund | Premium Repurchased Shares |
Total |
|---|---|---|---|---|---|
| January 1, 2006 | 25 317 | 17 208 | 518 | -1 861 | 17 726 |
| Conversion of convertible bond to shares in 2006 | 365 | 244 | 1 926 | 2 170 | |
| Sale of repurchased shares in May 2006 | 8 | 15 | 33 | 15 | |
| December 31, 2006 | 25 690 | 17 452 | 2 459 | -1 828 | 19 910 |
| Own shares held by the company | 358 | ||||
| Total number of shares | 26 048 | ||||
| January 1, 2005 | 8 472 | 17 101 | 439 | -1 003 | 16 538 |
| Share split in April 2005 | 16 943 | ||||
| Increase in share capital May 31, 2005 | 86 | -86 | |||
| Conversion of convertible bond to shares in 2005 | 31 | 21 | 164 | 185 | |
| Shares repurchased in 2005 | -129 | -858 | -858 | ||
| December 31, 2005 | 25 317 | 17 208 | 518 | -1 861 | 17 726 |
| Own shares held by the company | 366 | ||||
| Total number of shares | 25 683 |
Revaluation fund and other funds
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Cash fl ow hedge fund | -42 | |
| Revaluation fund for investments held for trading | 320 | |
| Voluntary provisions | ||
| 1 000 EUR | 2006 | 2005 |
| Accumulated depreciation in excess of plan | 31 346 | 34 678 |
| Deferred taxes on excess depreciation | -8 150 | -9 016 |
| Total | 23 196 | 25 661 |
| Equity portion of convertible bond | ||
| 1 000 EUR | 2006 | 2005 |
| Equity portion of convertible bond | 220 | 220 |
21. Interest-Bearing Liabilities
The balance sheet values of interest-bearing liabilities are not essentially different from their fair values. The equity-based convertible bond has a fi xed 5% interest (loan period from June 4, 2004 to June 4, 2009) while other loans have an effective interest of 5.19%.
The Aspo Group's equity-based convertible bonds total EUR 17,645,000. The loan principal can only be repaid at maturity if the Group's restricted equity and other non-distributable items as shown on the latest confi rmed balance sheet are fully covered. The loan will be repaid in its entirety on June 4, 2009 provided that the repayment requirements specifi ed in chapter 5 of the Companies Act and in the loan terms and conditions are met. According to the loan terms and conditions, Aspo will, as of January 2, 2005, be entitled to early repayment of the entire loan principal plus interest compounded by a factor of one hundred (100) percent up to the repayment date. Each EUR 500 loan portion of Aspo's convertible bond entitles the holder to convert the loan portion into 84 Aspo shares. The conversion rate of the share is EUR 5.95.
Long-term liabilities
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Loans | 1 765 | 3 166 |
| Financial leasing liabilities | 1 598 | 1 748 |
| Convertible bond | 16 167 | 18 261 |
| Pension loans | 13 | |
| Total | 19 531 | 23 189 |
Short-term liabilities
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Loans | 10 264 | 3 080 |
| Financial leasing liabilities | 82 | 20 |
| Pension loans | 14 | 15 |
| Total | 10 360 | 3 115 |
Repayment schedule for long-term liabilities
| 1 000 EUR | 2008 | 2009 | 2010 | 2011 | Total |
|---|---|---|---|---|---|
| Loans | 1 613 | 54 | 50 | 49 | 1 765 |
| Financial leasing liabilities | 91 | 91 | 91 | 1 325 | 1 598 |
| Convertible bond | 16 167 | 16 167 | |||
| Total | 1 703 | 16 312 | 141 | 1 374 | 19 531 |
Financial leasing liabilities
Minimum leasing payments
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| No more than one year | 116 | 142 |
| 1–2 years | 149 | 29 |
| 2–3 years | 145 | |
| 3–4 years | 145 | |
| 4–5 years | 145 | |
| More than 5 years | 19 | |
| Future fi nancial expenses | -233 | -8 |
| Total | 486 | 162 |
Current value of minimum leasing payments
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| No more than one year | 83 | 91 |
| 1–5 years | 274 | 20 |
| Total | 356 | 111 |
Operating leasing liabilities
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| No more than one year | 722 | 704 |
| 1–2 years | 1 810 | 1 284 |
| Total | 2 532 | 1 988 |
22. Interest-Free Liabilities Long-term liabilities
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Share-based incentive system | 71 | |
| Interest rate options | 20 | |
| Other | 196 | |
| Total | 71 | 215 |
Short-term liabilities
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Accounts payable | 16 566 | 13 790 |
| Advances received | 776 | 523 |
| Rents | 730 | 917 |
| Salaries and social contributions | 5 249 | 4 807 |
| Employer contributions | 1 428 | 1 249 |
| Accrued interest | 1 036 | 641 |
| Value added tax liability | 1 504 | 1 640 |
| Share-based incentive system | 1 429 | |
| Despatch provisions | 481 | 377 |
| Missing purchase invoices and settlements | 1 883 | 696 |
| Other short-term deferred liabilities | 1 591 | 1 502 |
| Total | 31 245 | 27 572 |
23. Pension Obligations
In Group companies, pension schemes are arranged in compliance with local legislation and standard practices. For defi ned benefi t plans, the pension to be paid, any disability compensation and benefi ts paid in conjunction with the termination of employment have been defi ned. In these arrangements, the pension benefi ts are generally based on the years of service and fi nal salary. The majority of the Group's defi ned benefi t plans arranged through funds are in Finland.
The Group's contributions for defi ned benefi t plans placed in funds meet the requirements of each country's local authorities. The discount interest rate of the actuarial pension liability calculations is determined on the basis of the market interest.
Pension liabilities in the balance sheet
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Current value of funded liabilities | 1 281 | 1 983 |
| Fair value of funds | -843 | -976 |
| Non-recorded actuarial gains and losses | 44 | -82 |
| Total | 482 | 925 |
Reconciliation of pension liabilities in the balance sheet
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Net liability at the beginning of fi scal year | 925 | 719 |
| Translation difference | -5 | |
| Subsidiary acquisitions | 173 | |
| Pension liabilities in the income statement | -438 | 33 |
| Net liability at the end of fi scal year | 482 | 925 |
Pension liabilities in the income statement
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Contribution plans | 2 656 | 2 420 |
| Defi ned benefi t plans | -438 | 33 |
| Total | 2 218 | 2 453 |
The actuarial assumptions used
| % | 2006 | 2005 |
|---|---|---|
| Discount interest rate | ||
| Finland | 5.25 | 4.50 |
| Norway | 5.00 | 5.00 |
| Expected return on the funds | ||
| Finland | 5.25 | 4.50 |
| Norway | 6.00 | 6.00 |
| Assumed future pay increases | ||
| Finland | 3.50 | 3.50 |
| Norway | 3.00 | 3.00 |
| Infl ation | ||
| Finland | 2.00 | 2.00 |
24. Provisions
The recorded provisions are based on best estimates at the time the accounts were closed. Warranty provisions mainly comprise the Group's product warranties. Guarantee reserves mainly comprise the Group's product guarantees, other provisions are connected with lease reserves.
Long-term provisions
| 1 000 EUR | 2006 | Warranty and Other Provisions 2005 |
|---|---|---|
| Provisions January 1 | 99 | 179 |
| Translation difference | 3 | -2 |
| Increase in provisions | 218 | 12 |
| Transfer to short-term provisions | -71 | -90 |
| Provisions December 31 | 248 | 99 |
Short-term provisions
| 1 000 EUR | 2006 | Warranty and Other Provisions 2005 |
2006 | Provision for Environmental Obligations 2005 |
|---|---|---|---|---|
| Provisions January 1 | 95 | 149 | 238 | |
| Increase in provisions | 278 | 95 | ||
| Used provisions | -55 | -149 | -6 | |
| Reversals of unused provisions | -232 | |||
| Provisions December 31 | 319 | 95 |
25. Risks And Risk Management
Financial Risks
The parent company is responsible for the Aspo Group's fi nancing and fi nancial risk management in accordance with the fi nancial policy approved by the Board of Directors.
Currency Risks
In the Aspo Group, currency risks are controlled with hedging and intra-Group currency transactions. Approximately one-third of Aspo Shipping's invoicing is currently in US dollars and roughly onefi fth of Aspo Chemicals' purchases are priced in US dollars.
Financing and Liquidity Risk
To minimize fi nancing and liquidity risks and to cover the estimated fi nancing needs the Group has negotiated bilateral credit facilities of 1–2 years.
Interest Rate Risk
The impact of changes in interest rates on Aspo Shipping's interest-bearing liabilities represents an interest rate risk. The interest rate risk is contained by using interest rate swaps and interest rate options. Realized and open derivatives are recorded in their full fair value under fi nancial items. The interest on Aspo Shipping's long-term loan is hedged with interest rate options and swaps.
Credit Risk
The Group has an extensive customer base spread out over several market areas. Protection against credit risks include terms of payment based on advance payments and bank guarantees.
Information Technology
In order to ensure smooth and uninterrupted operations Aspo Group's key information systems and data connections are handled centrally in accordance with an IT policy approved within the Group. The IT policy takes into account the risks related to IT systems and structures, and risks involved in the availability and use of information.
26. Derivative Contracts
The available market prices and rates, the current value of future cash fl ows as well as option measurement models are used to calculate the fair value.
| 1 000 EUR | Nominal 2006 |
Net Value Fair Value 2006 |
Nominal 2005 |
Net Value Fair Value 2005 |
|---|---|---|---|---|
| Currency derivatives | ||||
| Currency forwards | -1 955 | -57 | 2 173 | -23 |
| Interest rate derivatives | ||||
| Interest rate swaps | 7 915 | -35 | 7 915 | -16 |
| Interest rate options purchased | 27 655 | -488 | 27 655 | -573 |
| Interest rate options sold | 27 655 | 228 | 27 655 | 223 |
| Total | -352 | -389 |
27. Commitments
As a part of their ordinary business activities, the Group and some of its subsidiaries sign different agreements under which fi nancial or performance guarantees are offered to third parties on behalf of these subsidiaries. These agreements are signed primarily to support or improve the Group companies' credit rating, which will help obtain suffi cient funding for the subsidiaries' intended business activities.
Collateral for own debt
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Mortgages given | 26 864 | 5 382 |
| Bank guarantees | 10 251 | 870 |
| Other contingent liabilities | ||
| Other leasing liabilities | ||
| Within one year | 862 | 1 029 |
| More than a year and no more than fi ve years | 2 039 | 2 109 |
| Bareboat contract | ||
| Within one year | 1 896 | 1 703 |
| More than a year and no more than fi ve years | 6 762 | 7 491 |
| More than fi ve years | 960 | |
| Total | 48 673 | 19 544 |
28. Inner Circle
In January 2006 the Board of Directors decided to set up a share-based Incentive Scheme based on the share price performance for approximately 30 Aspo Plc and subsidiary executives and key employees selected by the Board of Directors. Each purchased an agreed number of Aspo shares in May 2006. A condition connected to the bonus is that the person owns the shares during the whole period the system is effective, that is, until August 2009.
The system is based on granting share units to key persons. A share unit is a benefi t to be defi ned in July 2009. A share unit's value will be the trade weighted average quotation of the Aspo share between January 1, 2009, and June 30, 2009, less the trade weighted average quotation of the Aspo share in May 2006 (EUR 6.89). To the difference thus calculated, will be added the dividends per share distributed between May 1, 2006, and June 30, 2009. However, the value of a share unit will not be more than EUR 10 / share unit. The bonus will be paid in cash between August and December 2009, provided that the employment relationship is still effective and the person owns the Aspo shares purchased. A further condition for receiving the value of the share units is that the person uses 20% of the gross income to purchase Aspo shares.
The Group has not granted any loans or guarantees to company management.
Group companies
| Company | Country | Ownership, % | |
|---|---|---|---|
| Aspo Plc, parent company | Finland | ||
| Suhi-Suomalainen Hiili Oy | Finland | 100 | |
| Autotank Ltd | Finland | 100 | |
| Aspokem Ltd | Finland | 100 | |
| ESL Shipping Ltd | Finland | 100 | |
| Oy Troili Ab | Finland | 100 | |
| Oy Bomanship Ab | Finland | 100 | |
| O.Y. Näppärä | Finland | 100 | |
| Aspokem Eesti AS | Estonia | 100 | |
| Aspokem Latvia SIA | Latvia | 100 | |
| UAB Aspokemlit | Lithuania | 100 | |
| OOO Aspokem | Russia | 100 | |
| LLC Aspokem Ukraine | Ukraine | 100 | |
| Aspokem AB | Sweden | 100 | |
| Autotank OÜ | Estonia | 100 | |
| Autotank SIA | Latvia | 100 | |
| UAB Autotank | Lithuania | 100 | |
| Autotank Holding AB | Sweden | 100 | |
| Autotank Products AB | Sweden | 100 | |
| Autotank AB | Sweden | 100 | |
| Autotank Halmstad AB | Sweden | 100 | |
| Autotank Skellefteå AB | Sweden | 100 | |
| Autotank AS | Norway | 100 | |
| Autotank Sp.zo.o. | Poland | 55 | |
| OOO Autotank | Russia | 51 |
Management benefi ts
Salaries and benefi ts
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Executives, salaries | 567 | 566 |
| Executives, bonuses | 23 | 156 |
| Executives, incentive | 666 | |
| Board members | 186 | 179 |
| Total | 1 442 | 901 |
Key Figures
| IFRS 2006 |
IFRS 2005 |
IFRS 2004 |
FAS 2003 |
FAS 2002 |
|
|---|---|---|---|---|---|
| Net Sales, MEUR | 225.9 | 204.9 | 184.3 | 145.2 | 138.9 |
| Operating Profi t, MEUR | 12.8 | 17.3 | 21.6 | 13.6 | 9.0 |
| % of net sales | 5.7 | 8.4 | 11.7 | 9.3 | 6.5 |
| Profi t before taxes, MEUR | 11.1 | 15.8 | 19.7 | 4.8 | 15.6 |
| % of net sales | 4.9 | 7.7 | 10.7 | 3.3 | 11.3 |
| Return on investments, % (ROI) | 14.9 | 20.6 | 25.0 | 16.5 | 11.9 |
| Return on Equity, % (ROE) | 14.1 | 19.9 | 27.4 | 14.5 | 9.5 |
| Equity ratio, % | 45.2 | 47.2 | 48.5 | 44.8 | 55.0 |
| Equity ratio net of tax liabilities, % | 51.7 | 54.9 | 56.8 | 52.7 | 64.9 |
| Gearing, % | 35.7 | 23.6 | 25.6 | 22.2 | 9.2 |
| Gross investments in fi xed assets, MEUR | 10.2 | 5.8 | 0.6 | 24.6 | 7.4 |
| % of net sales | 4.5 | 2.8 | 0.3 | 17.0 | 5.3 |
| Personnel, December 31 | 694 | 681 | 566 | 536 | 538 |
| Personnel, average | 693 | 688 | 569 | 538 | 525 |
| Share-Related Key Figures * | |||||
| Earnings per share (EPS), EUR | 0.32 | 0.45 | 0.61 | 0.34 | 0.22 |
| Diluted earnings per share, EUR | 0.31 | 0.43 | 0.58 | ||
| Shareholders' equity per share, EUR | 2.26 | 2.30 | 2.25 | 2.18 | 2.47 |
| Nominal dividend per share, EUR (Board's proposal) | 0.41 | 0.40 | 0.40 | 0.47 | 0.33 |
| Adjusted dividend per share, EUR | 0.41 | 0.40 | 0.40 | 0.47 | 0.33 |
| Dividend / earnings, % | 128.9 | 87.9 | 65.3 | 138.3 | 147.9 |
| Effective dividend yield, % | 6.0 | 5.8 | 7.8 | 10.8 | 11.2 |
| Price – earnings ratio (P/E) | 21.1 | 15.2 | 8.4 | 12.9 | 13.5 |
| Diluted price – earnings ratio (P/E) | 21.8 | 16.2 | 8.8 | ||
| Share price performance | |||||
| Average price, EUR | 6.96 | 6.64 | 4.83 | 3.35 | 2.74 |
| Low, EUR | 5.75 | 5.05 | 3.57 | 2.87 | 2.05 |
| High, EUR | 8.62 | 7.83 | 5.45 | 4.67 | 3.09 |
| Average price on the closing day, EUR | 6.80 | 6.90 | 5.10 | 4.34 | 2.98 |
| Market value of total shares outstanding, Dec. 31, MEUR | 177.1 | 177.2 | 130.8 | 111.2 | 76.4 |
| Market value of shares, less own shares, Dec. 31, MEUR | 174.7 | 174.7 | 129.6 | 111.3 | 76.4 |
| Share turnover, 1,000 shares | 6 044 | 7 598 | 3 245 | 1 531 | 708 |
| Share turnover, % | 23.2 | 29.6 | 37.9 | 17.9 | 8.3 |
| Total share trading, 1,000 EUR | 41 934 | 71 909 | 46 997 | 15 391 | 5 828 |
| Total number of shares on December 31, 1,000 shares | 26 048 | 25 683 | 25 653 | 25 653 | 25 653 |
| Outstanding | 25 690 | 25 317 | 25 415 | 25 653 | 25 653 |
| Outstanding, average | 25 368 | 25 391 | 25 415 | 25 653 | 25 653 |
| Diluted average number of shares | 28 332 | 28 720 | 27 375 |
* Share-related key fi gures were calculated using the number of shares after the share split.
Calculation of Key Figures
Return on Investment, % (ROI)
Profi t before taxes + Interest and other fi nancial expenses x 100 / Balance sheet total – Interest-free liabilities (average)
Return on Equity, % (ROE)
Profi t before taxes – taxes x 100 / Shareholders' equity + Minority interest (average)
Equity Ratio, %
Shareholders' equity + Minority interest x 100 / Balance sheet total – Advances received
Gearing, %
Interest-bearing liabilities – Liquid funds / Shareholders' equity + Minority interest
Average number of personnel
Average of the number of personnel at the end of each month
Earnings per share (EPS), EUR
Profi t before taxes – Income taxes on ordinary activities – Minority interest / Average adjusted number of shares during the fi scal year
Shareholder's equity per share, EUR
Shareholders' equity / Adjusted number of shares on balance sheet date
Adjusted dividend per share, EUR
Dividend per share paid for the fi scal year / Share issue multiplier
Dividend / Earnings, % Adjusted dividend per share x 100 / Earnings per share
Effective dividend yield, %
Adjusted dividend per share x 100 / Average share price on closing day weighted with trading volume
Price/earnings ratio (P/E)
Adjusted average share price on closing day / Earnings per share
Market value of shares, EUR
Number of shares outside the Group x Average share price on closing day weighted with trading volume
The impact of own shares has been eliminated in the calculation of key fi gures.
Parent Company's Income Statement
| 1 000 EUR | Note | 2006 | 2005 |
|---|---|---|---|
| Other operating income | 1.1 | 1 450 | 1 627 |
| Personnel costs Depreciation and write-down |
1.2 1.3 |
-1 022 -69 |
-1 285 -39 |
| Other operating expenses | 1.4 | -2 021 | -1 872 |
| Operating Loss | -1 662 | -1 569 | |
| Financial income and expenses | 1.5 | 3 499 | -496 |
| Profi t / Loss Before Extraordinary Items | 1 837 | -2 065 | |
| Extraordinary items | 1.6 | 15 732 | 19 670 |
| Profi t Before Appropriations and Taxes | 17 569 | 17 605 | |
| Appropriations | 1.7 | 13 | 6 |
| Direct taxes | 1.8 | -3 601 | -4 593 |
| Net Profi t for the Period | 13 981 | 13 017 |
Parent Company's Balance Sheet
| Assets | |||
|---|---|---|---|
| 1 000 EUR | Note | 2006 | 2005 |
| Fixed Assets | 2.1 | ||
| Intangible assets | 2.1 | 116 | 102 |
| Tangible assets | 2.1 | 147 | 111 |
| Long-term investments | 2.2 | 14 706 | 14 971 |
| Total Fixed Assets | 14 969 | 15 185 | |
| Current Assets | |||
| Long-term receivables | 2.3 | 1 584 | 84 |
| Short-term receivables | 2.3 | 46 243 | 30 405 |
| Short-term investments | 2.4 | 4 400 | 4 200 |
| Cash and bank deposits | 153 | 3 336 | |
| Total Current Assets | 52 380 | 38 025 | |
| Total Assets | 67 349 | 53 210 | |
| Liabilities | |||
| 1 000 EUR | Note | 2006 | 2005 |
| Shareholders' Equity | 2.5 | ||
| Share capital | 2.5 | 17 452 | 17 208 |
| Premium fund | 2.5 | 2 459 | 518 |
| Retained earnings | 2.5 | 3 038 | 115 |
| Profi t for the period | 2.5 | 13 981 | 13 017 |
| Total Shareholders' Equity | 36 929 | 30 857 | |
| Accumulated Appropriations | 2.6 | 10 | 23 |
| Mandatory Provisions | 2.7 | 18 | 815 |
| Liabilities | |||
| Long-term liabilities, Capital loan | 2.8 | 17 645 | 19 815 |
| Short-term liabilities | 2.9 | 12 747 | 1 700 |
| Total Liabilities | 30 392 | 21 515 | |
| Total Shareholders' Equity and Liabilities | 67 349 | 53 210 |
Parent Company's Cash Flow Statement
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Operational Cash Flow | ||
| Operating loss | -1 662 | -1 569 |
| Adjustments to operating loss | -1 152 | 316 |
| Change in working capital | 11 | -229 |
| Interest paid | -1 501 | -1 417 |
| Interest received | 1 466 | 875 |
| Dividends received | 8 | 37 |
| Taxes paid | -4 339 | -4 278 |
| Operational Cash Flow | -7 168 | -6 266 |
| Cash Flow from Investments | ||
| Investments in tangible and intangible assets | -167 | -103 |
| Gains from the disposal of other investments | 812 | |
| Capital loan to Autotank Ltd | -1 500 | |
| Cash Flow from Investments | -855 | -103 |
| Cash Flow from Financing | ||
| Sale of repurchased shares | 53 | |
| Repurchase of shares | -858 | |
| Change in short-term receivables | 3 875 | -21 807 |
| Change in short-term liabilities | 11 240 | -31 329 |
| Group contribution received | 69 622 | |
| Dividends paid | -10 127 | -10 057 |
| Cash Flow from Financing | 5 041 | 5 570 |
| Change in Liquid Funds | -2 982 | -799 |
| Liquid funds on January 1 | 7 536 | 8 334 |
| Liquid Funds on December 31 | 4 720 | 7 536 |
Notes to the Parent Company's Financial Statements
1.1 Other Operating Income
Other operating income
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Gains on the sale of fi xed assets | 546 | |
| Other Group operating income | 480 | 360 |
| Rental income and related remuneration | 414 | 413 |
| Other operating income | 10 | 854 |
| Total | 1 450 | 1 627 |
1.2 Notes on Personnel and Board Members
Personnel costs
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Salaries and wages | 536 | 603 |
| Share-based incentive scheme | 18 | 278 |
| Profi t bonus paid to personnel fund | 1 | 2 |
| Pension costs | 305 | 226 |
| Other personnel costs | 162 | 176 |
| Total | 1 022 | 1 285 |
Management salaries and benefi ts
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| CEO's salary | 180 | 194 |
| CEO's bonuses | 461 | 96 |
| Board members | 90 | 86 |
| CEO and Board Members, total | 731 | 376 |
1.3 Depreciation and Write-Down
Depreciation and write-down
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Depreciation of tangible and intangible assets | 69 | 39 |
1.4 Other Operating Expenses
Other operating expenses
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Rent | 648 | 589 |
| Other expenses | 1 374 | 1 282 |
| Total | 2 021 | 1 872 |
1.5 Financial Income and Expenses
Financial income and expenses
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Dividend income | ||
| From Group companies | 3 510 | |
| From outside the Group | 8 | 37 |
| Income from long-term investments | 3 518 | 37 |
| Other interest and fi nancial income | ||
| From Group companies | 1 135 | 591 |
| From others | 332 | 284 |
| Total interest and fi nancial income | 1 466 | 875 |
| Interest and other fi nancial expenses | ||
| To Group companies | 89 | 216 |
| To others | 1 397 | 1 193 |
| Total interest and other fi nancial expenses | 1 486 | 1 408 |
| Total fi nancial income and expenses | 3 499 | -496 |
1.6 Extraordinary Items Extraordinary items
| Extraordinary item | ||
|---|---|---|
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Income | ||
| Group contribution, Aspokem Ltd | 430 | 1 670 |
| Group contribution, ESL Shipping Ltd | 15 280 | 18 000 |
| Group contribution, Suhi – Suomalainen Hiili Oy | 22 | |
| Total extraordinary items | 15 732 | 19 670 |
1.7 Appropriations Appropriations
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Excess depreciation | 13 | 6 |
1.8 Direct Taxes Direct taxes
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Taxes from previous fi scal period | 5 | |
| Income taxes on extraordinary items | 4 090 | 5 114 |
| Income taxes on ordinary activities | -494 | -521 |
| Total | 3 601 | 4 593 |
2.1 Tangible and Intangible Assets
Tangible and intangible assets
| 1 000 EUR | Intangible Rights |
Advance Payments |
Total Intangible |
Land | Machinery and Buildings Equipment |
Other Tangible Assets |
Total Tangible |
|
|---|---|---|---|---|---|---|---|---|
| Acquisition cost January 1 | 265 | 48 | 313 | 1 | 467 | 381 | 125 | 974 |
| Increases | 110 | 110 | 57 | 57 | ||||
| Decreases | -48 | -48 | ||||||
| Acquisition cost December 31 | 375 | 375 | 1 | 467 | 438 | 125 | 1 031 | |
| Accum. depreciation January 1 | -211 | -211 | -465 | -346 | -52 | -863 | ||
| Depreciation for the fi scal year | -47 | -47 | -22 | -22 | ||||
| Accum. depreciation Dec. 31 | -258 | -258 | -465 | -368 | -52 | -884 | ||
| Book value December 31 | 116 | 116 | 1 | 2 | 71 | 73 | 147 |
2.2 Investments Investments
| 1 000 EUR | Subsidiary Shares |
Other Shares |
Total | |
|---|---|---|---|---|
| Acquisition cost January 1 | 14 548 | 424 | 14 972 | |
| Decreases | -266 | -266 | ||
| Acquisition cost December 31 | 14 548 | 158 | 14 706 | |
| Book value December 31 | 14 548 | 158 | 14 706 | |
| 2.3 Receivables | Long-term receivables | |||
| 1 000 EUR | 2006 | 2005 | ||
| Loan receivables | 84 | 84 | ||
| From Group companies Capital loan, Autotank Ltd |
1 500 | |||
| Total long-term receivables | 1 584 | 84 | ||
| Short-term receivables | ||||
| 1 000 EUR | 2006 | 2005 | ||
| From Group companies | ||||
| Dividend claim | 3 510 | |||
| Group contribution receivable | 15 732 | |||
| Loan receivables | 26 163 | 30 070 | ||
| 45 405 | 30 070 | |||
| Deferred receivables*) | 838 | 335 | ||
| Total short-term receivables | 46 243 | 30 405 | ||
| *) Main item | ||||
| Tax receivable | 769 | 316 |
2.4 Short-Term Investments
Short-term investments
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Replacement | 4 400 | 4 200 |
| Book value | 4 400 | 4 200 |
2.5 Shareholders' Equity
The parent company has a capital loan of EUR 17,645,000. The loan principal can only be repaid at maturity if the restricted equity and other non-distributable items as shown on the latest confi rmed balance sheet of both the Company and the Group are fully covered.
The loan will be repaid in its entirety on June 4, 2009 provided that the repayment requirements specifi ed in chapter 5 of the Companies Act and in the loan terms and conditions are met. According to the Article 7 of the loan terms and conditions, Aspo will, as of January 2, 2005, be entitled to early repayment of the entire loan principal plus interest compounded by a factor of one hundred (100) percent up to the repayment date. A fi xed annual interest of 5% will be paid on the loan principal.
Shareholders' equity
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Share capital January 1 | 17 208 | 17 101 |
| Conversions | 244 | 21 |
| Increase in share capital | 86 | |
| Share capital December 31 | 17 452 | 17 208 |
| Premium fund January 1 | 518 | 439 |
| Conversions | 1 926 | 164 |
| Gain from the sale of repurchased shares | 15 | -86 |
| Premium fund December 31 | 2 459 | 518 |
| Retained earnings January 1 | 13 132 | 11 054 |
| Dividend distribution | -10 127 | -10 081 |
| Sale of repurchased shares | 33 | -858 |
| Retained earnings December 31 | 3 038 | 115 |
| Net profi t for the year | 13 981 | 13 017 |
| Total shareholders' equity | 36 929 | 30 857 |
2.6 Accumulated Appropriations
| Accumulated appropriations | ||
|---|---|---|
| 1 000 EUR | 2006 | 2005 |
| Accumulated depreciation in excess of plan and voluntary provisions December 31 |
10 | 23 |
2.7 Mandatory Provisions Mandatory provisions
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Share-based incentive scheme | 18 | 815 |
2.8 Long-Term Liabilities Long-term liabilities
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Capital loan, Group | 1 050 | 1 050 |
| Capital loan | 18 765 | 18 950 |
| Conversions | -2 170 | -185 |
| Total long-term liabilities | 17 645 | 19 815 |
2.9 Short-Term Liabilities Short-term liabilities
| 2006 | 2005 |
|---|---|
| 7 | |
| 110 | 99 |
| 376 | 28 |
| 684 | 667 |
| 9 179 | 801 |
| 3 536 | 866 |
| 33 | 33 |
| 3 569 | 899 |
| 12 747 | 1 700 |
| 536 | 551 |
| 105 | 99 |
| 8 000 8 |
3. Other Notes Unpaid lease payments
| 1 000 EUR | 2006 | 2005 |
|---|---|---|
| Payable in the next fi scal year | 81 | 89 |
| Payable later | 195 | 235 |
| Total leasing liabilities | 276 | 324 |
| Guarantees on behalf of Group companies | ||
| 1 000 EUR | 2006 | 2005 |
| Duty guarantee | 505 | 505 |
| Pension loans | 14 | 28 |
| Total | 518 | 533 |
| Liabilities | ||
| 1 000 EUR | 2006 | 2005 |
| Leasing liabilities | 2 675 | 2 571 |
| Bareboat contract | 8 659 | 12 191 |
| Total | 11 333 | 14 762 |
| Derivative contracts, sales | 379 | 2 173 |
| Derivative contracts, purchases | -2 335 |
Shares and Shareholders
Share Capital
On December 31, 2006, the registered share capital of Aspo Plc was EUR 17,451,695.37, consisting of 26,047,803 shares. During the fiscal year, Aspo convertible capital notes were used to subscribe a total of 364,560 shares, and the share capital was correspondingly raised by EUR 243,922.56. The company's own shareholding was 358,250 shares, accounting for 1.38% of Aspo Plc's stock.
Shares
Aspo Plc has one share series. Each share entitles its holder to one vote at the Annual Shareholders' Meeting. The company shares are quoted on the Helsinki Stock Exchange OMX list in the medium-sized companies category and under the GICS classifi cation Industrials. The trading code of the share is ASU1V.
Dividend
Aspo Plc has an active, cash fl ow based dividend policy, the goal of which is to distribute on average at least half of the company's annual earnings to shareholders.
The Board of Directors of Aspo Plc will propose at the Annual Shareholders' Meeting that a dividend of EUR 0.41 per share be paid for fi scal 2006, representing 128.9% of the Group´s earnings.
Major Shareholders on December 31, 2006
| Number of | Share of Stock and Voting Rights |
Less Own Shares |
|
|---|---|---|---|
| Shares | % | % | |
| Nyberg H.B. | 3 252 000 | 12.48 | 12.66 |
| Mutual Employee Pension | |||
| Insurance Co. Varma | 1 493 000 | 5.73 | 5.81 |
| Vehmas A.E. | 1 360 920 | 5.22 | 5.30 |
| Vehmas Tapio | 1 181 838 | 4.54 | 4.60 |
| Stadigh Kari | 1 000 000 | 3.84 | 3.89 |
| Vehmas Liisa | 999 090 | 3.84 | 3.89 |
| Berling Capital Oy | 794 850 | 3.05 | 3.09 |
| Nyberg Gustav | 736 085 | 2.83 | 2.87 |
| Estlander Henrik | 667 752 | 2.56 | 2.60 |
| Aktia Capital Investment Fund | 340 000 | 1.31 | 1.32 |
| 10 major shareholders, total | 11 825 535 | 45.40 | 46.03 |
| Nominee registrations | 340 245 | 1.30 | |
| Other shares | 13 523 773 | 51.92 | |
| Total shares outstanding | 25 689 553 | 98.62 | |
| Own shares | 358 250 | 1.38 | |
| Total shares | 26 047 803 | 100.0 |
Authorizations
Authorization to Repurchase and Dispose of the Company's Own Shares
The Annual Shareholders' Meeting 2006 authorized the Board of Directors to use distributable profi t funds to repurchase a maximum of 400,000 company shares irrespective of the shareholders' holdings. The shares will be purchased through public trading organized by the Helsinki Stock Exchange at the going price. The share repurchase will reduce the amount of the company's distributable equity.
The shareholders further authorized the Board of Directors to decide on the disposal of a maximum of 765,950 repurchased shares in one or more lots in a deviation from the shareholders' preemptive rights.
The shares will be purchased and disposed of mainly to fi nance any company acquisitions or other purchases related to the company's operations. The Board may also propose to the shareholders that some shares be invalidated. The authorizations are valid for a year from the decision of the Shareholders' Meeting.
Share Price Performance

Share Trading and Average Prices

The Board has used its authorization to dispose of shares during the fi scal period. In its meeting on May 17, 2006, the Board decided to transfer 7,700 treasury shares to the company's key personnel under an incentive scheme. The transfer price for the shares was the fair market value at time of transfer based on public trading. The Board did not exercise the authorization to repurchase shares during the fi scal period.
Share Trading and Share Price Development
During 2006, a total of 6,043,932 Aspo Plc shares were traded on the Helsinki Stock Exchange with a value of EUR 41.9 million, or 23.2 percent of the shares changed owners. The shares reached a high during the period of EUR 8.62 and a low of EUR 5.75. The average price was EUR 6.96 and the closing price EUR 6.80. The company has a liquidity providing agreement regarding its share with Kaupthing Bank Oyj.
The market value of the share capital at the year-end, less treasury shares, was EUR 174.7 million. For the latest trading information, please visit www.aspo.fi .
Share Ownership
Aspo's shares are included in the bookentry system maintained by the Finnish Central Securities Depository Ltd.
No major changes have occurred in Aspo Plc ownership. At the end of 2006 the number of shareholders totaled 4,967. Of these 98.7% represented direct shareholding and 1.3% nominee registrations. A total of 0.9% of the shares were held by foreign entities. On December 31, 2006, the ten largest shareholders owned 45.4% of the company's shares and voting rights. A list of major shareholders is shown with monthly updates on the company website at www.aspo.fi .
Equity / Share

Distribution of Ownership on December 31, 2006
By Number of Shares
| Number of Shares |
Number of Owners |
Share of Owners % |
Shares | Share Total of Stock % |
Less Own Shares |
|---|---|---|---|---|---|
| 1–100 | 377 | 7.59 | 27 531 | 0.11 | 0.11 |
| 101–500 | 1 486 | 29.92 | 464 160 | 1.78 | 1.81 |
| 501–1 000 | 1 162 | 23.40 | 938 948 | 3.61 | 3.65 |
| 1 001–5 000 | 1 527 | 30.74 | 3 384 111 | 12.99 | 13.17 |
| 5 001–10 000 | 219 | 4.41 | 1 533 340 | 5.89 | 5.97 |
| 10 001–50 000 | 150 | 3.02 | 2 813 877 | 10.80 | 10.95 |
| 50 001–100 000 | 17 | 0.34 | 1 260 975 | 4.84 | 4.91 |
| 100 001–500 000 | 20 | 0.40 | 3 776 612 | 15.87 | 14.70 |
| 500 001– | 9 | 0.18 | 11 485 535 | 44.09 | 44.71 |
| Total in joint accounts | 4 464 | 0.02 | 0.02 | ||
| Total | 4 967 | 100.0 | 26 047 803 | 100.0 | 100.0 |
By Owner Groups
| % | Ownership | Shares |
|---|---|---|
| 1. Households | 91.4 | 69.8 |
| 2. Companies | 6.1 | 13.8 |
| 3. Financial and insurance institutions | 0.5 | 4.1 |
| 4. Non-profi t organizations | 1.5 | 4.5 |
| 5. Public organizations | 0.1 | 6.8 |
| 6. Non-domestic | 0.4 | 0.9 |
Share Ownership by the CEO and the Board of Directors
The total number of shares held by the CEO and the members of the Board of Directors of Aspo Plc with their related parties on December 31, 2006 was 2,922,147, which represents 11.4% of the shares and voting rights outstanding.
Number of Shareholders

Proposal of the Board for the Distribution of Earnings
The parent company's distributable earnings totaled EUR 17,018,304.86 with the fi scal year's earnings totaling EUR 13,980,574.96.
On December 31, 2006, the number of registered shares was 26,047,803, of which the company held 358,250.
The Board proposes that the company's earnings be distributed as follows:
| 17,018,304.86 3 | |
|---|---|
| out on 25,689,553 shares – To be held in the retained earnings account |
10, 532, 716. 73 1 6,485,588. 13 1 |
| – A dividend of EUR 0.41 / share to be paid |
Helsinki, February 13, 2007
| Kari Stadigh | Matti Arteva |
|---|---|
| Kari Haavisto | Esa Karppinen |
| Roberto Lencioni | Gustav Nyberg CEO |
Auditors' Report
To the Shareholders of Aspo Plc
We have audited the accounting records, the report of the Board of Directors, the fi nancial statements and the administration of Aspo Plc for the period 1.1.– 31.12.2006. The Board of Directors and the CEO have prepared the consolidated fi nancial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, as well as the report of the Board of Directors and the parent company's fi nancial statements, prepared in accordance with prevailing regulations in Finland, containing the parent company's balance sheet, income statement, cash fl ow statement and notes to the fi nancial statements. Based on our audit, we express an opinion on the consolidated fi nancial statements, as well as on the report of the Board of Directors, the parent company's fi nancial statements and administration.
We conducted our audit in accordance with Finnish Standards on Auditing. Those standards require that we perform the audit to obtain reasonable assurance about whether the report of the Board of Directors and the fi nancial statements are free of material misstatement. An audit includes examining on a test basis evidence supporting the amounts and disclosures in the report of the Board of Directors and in the fi nancial statements, assessing the accounting principles used and signifi cant estimates made by the management, as well as evaluating the overall fi nancial statement presentation. The purpose of our audit of the administration is to examine whether the members of the Board of Directors and the CEO of the parent company have complied with the rules of the Companies Act.
Consolidated Financial Statements
In our opinion the consolidated fi nancial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view, as defi ned in those standards and in the Finnish Accounting Act, of the consolidated results of operations as well as of the fi nancial position.
Parent Company's Financial Statements, Report of the Board of Directors and Administration
In our opinion the parent company's fi nancial statements have been prepared in accordance with the Finnish Accounting Act and other applicable Finnish rules and regulations. The parent company's fi nancial statements give a true and fair view of the parent company's result of operations and of the fi nancial position.
In our opinion the report of the Board of Directors has been prepared in accordance with the Finnish Accounting Act and other applicable Finnish rules and regulations. The report of the Board of Directors is consistent with the consolidated fi nancial statements and the parent company's fi nancial statements and gives a true and fair view, as defi ned in the Finnish Accounting Act, of the result of operations and of the fi nancial position.
The consolidated fi nancial statements and the parent company's fi nancial statements can be adopted and the members of the Board of Directors and the CEO of the parent company can be discharged from liability for the period audited by us. The proposal by the Board of Directors regarding the disposal of distributable funds is in compliance with the Companies Act.
Helsinki, March 1, 2007
PricewaterhouseCoopers Oy Authorized Public Accountants
Jouko Malinen Authorized Public Accountant
Information for Shareholders
Basic Share Information
Listed on: Helsinki Stock Exchange Industry sector: Industrials Trading code: ASU1V ISIN code: FI0009008072
Annual Shareholders' Meeting
The Aspo Plc Annual Shareholders' Meeting will be held in the Stock Exchange Building at Fabianinkatu 14, 00100 Helsinki on Thursday, March 29, 2007 at 12 a.m.
The record date for the Annual Shareholders' Meeting is March 19, 2007. Shareholders should register for the meeting no later than on March 26, 2007, by 4 p.m. at the latest, by telephone at +358 9 7595 368, by fax at +358 9 7595 301, by e-mail to hilkka.jokiniemi@aspo. fi or by letter to Aspo Plc, P.O. Box 17, FIN-00581 Helsinki.
In connection with the registration, shareholders are requested to notify the company of any proxies authorized to exercise their voting rights. The proxies should be delivered to the company within the registration period.
Dividend Payments
Aspo's dividend policy is to distribute approximately half of its annual earnings in dividends. The Board of Directors will propose to the shareholders at the Annual Shareholders' Meeting that a dividend of EUR 0.41 per share be paid for 2006.
Ex-dividend date March 30, 2007 Dividend record date April 3, 2007 Dividend payment date April 12, 2007
Financial Reporting in 2007
Financial Statements Bulletin February 13, 2007 Annual Report 2006 Week 12 Interim Report January–March April 26, 2007 Interim Report January–June August 23, 2007 Interim Report January–September October 25, 2007
Aspo's website at www.aspo.fi offers a wide range of investor information. The company's annual reports, interim reports and stock exchange releases are also available on the website in Finnish and in English. Aspo's printed annual report will be published in Finnish, Swedish and English. Reports can also be ordered by phone +358 9 7595 361, by fax +358 9 7595 301 or by e-mail from asta.nurmi@ aspo.fi .
Material will be sent to shareholders to the address shown in the shareholder register maintained by the Finnish Central Securities Depository. Address changes should be notifi ed to the manager of the shareholders' own book-entry account.
Aspo Plc Investor Relations
Aspo will not organize meetings with investors and the Group's representatives will not comment on the fi nancial performance between the end of the fi scal period and the publication of the results for the period in question.
For any further information concerning Aspo's investor relations issues, please contact:
Gustav Nyberg, CEO Tel. +358 9 7595 256 [email protected]
Dick Blomqvist, CFO Tel. +358 9 7595 300 [email protected]

Aspo Plc Lautatarhankatu 8 B, P.O.Box 17 FI-00581 Helsinki, Finland Tel. +358 9 75 951 Fax +358 9 759 5301 www.aspo.fi