Annual Report • Apr 3, 2008
Annual Report
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HKScan is one of the leading food companies in northern Europe. The company's home market consists of Finland, Sweden, the Baltics and Poland.
HKScan produces, sells and markets pork, beef and poultry meat, processed meats and convenience foods to retail, the HoRe-Ca sector, industry and export customers.
The company has production facilities in six countries and employs a workforce of some ten thousand employees.
A core business principle of HKScan is consumer and customer satisfaction, which calls for high quality products and service at every stage of the value chain.
HKScan delivers added shareholder value through a successful combination of consumer and customer driven operations, strong brands, effi cient production, the excellence of its people and profitable growth in all its market areas.
HKScan seeks to enhance the everyday life of consumers by providing alongside traditional classic products also increasing numbers of innovations that make cooking easier and more enjoyable.
The Group's vision is to be a leading multidomestic food company which holds a strong position in its northern European domestic markets.
The strategic intents of HKScan are
Net sales EUR 2 107.3 million
EBIT EUR 55.3 million
| EBIT: | over 5 percent of net sales |
|---|---|
| Return on equity: | over 15 percent |
| Equity ratio: | over 40 percent |
EBIT: over 5 percent of net sales Dividend distribution: at least 30 percent of net earnings
| Finland | Sweden | The Baltics |
|---|---|---|
| Net sales in 2007: | Net sales in 2007: | Net sales in 2007: |
| EUR 674.3m | EUR 1 111.9m | EUR 145.3m |
| Managing director | Managing director | Executive VP, |
| Jari Leija | Magnus Lagergren | Baltic Group |
| • HK Ruokatalo Oy | • Scan AB | Olli Antniemi |
| • AS Rakvere | ||
| Lihakombinaat |
Net sales in 2007: EUR 220.9m**
Poland
• Saturn Nordic Holding AB -> Sokolów S.A. Managing director Boguslaw Miszczuk
* Between segments EUR –45 million
** Saturn Nordic Holding, a joint venture owned 50/50 by HKScan and Danish Crown, is the sole shareholder in Sokolów. In 2007, half of Sokolów's net sales, i.e. EUR 220.9 million, were accounted for in HKScan Group fi gures.
• AS Tallegg
HKScan Corporation Net sales in 2007: EUR 2 107.3 million, CEO Kai Seikku
HKScan has production facilities in Finland, the Baltics, Poland, Sweden and Denmark, with sales companies in Russia and the UK. In Poland, business is operated by Sokolów S.A, which is owned by holding company Saturn Nordic Holding AB. This company in turn is owned by HKScan and Danish Crown on a 50–50 basis.
Locations in Luleå, Skellefteå and Ullånger are owned by Scan AB and Nyhléns & Hugoson on a 50–50 basis.
The challenges of the integration of the Swedish business and industrial restructuring in Finland were joined by a historically sharp and rapid global rise in the price of feed grain in the latter half of the year. This resulted in a violent increase in the costs of producing meat raw material, which could not fully be passed on to prices at the same rate.
Group net sales came to EUR 2 107.3 million (EUR 934.3 million in 2006).
EBIT from operations exclusive of non-recurring items came to EUR 65.2 million (EUR 41.8 million in 2006).
Reported EBIT inclusive of non-recurring items of a substantial EUR 9.9 million and mostly concerning Finland stood at EUR 55.3 million (EUR 40.4 million).
The Board of Directors recommends a dividend of EUR 0.27 per share.
The consolidation of the Finnish business took place in the latter half of the year, resulting in planned as well as unplanned expenditure in the run-up to the busy Christmas season. The logistical issues and inadequate delivery dependability experienced throughout the year in the Finnish business were moreover negatively refl ected in the development of our market standing in many key product groups. This long-running problem will be fully resolved in the fi rst quarter of 2008.
Management changes were implemented in December 2007 in the Finnish business to accelerate the completion of the industrial restructuring.
The company acquired the entire capital stock of Sweden's largest meat business Scan AB in January 2007.
Business in Sweden developed in line with plans in 2007, although profi tability still remains far short of longer-term targets. The consolidation programme initiated by Swedish Meats in 2006 was followed by a signifi cant effi ciency programme announced in May 2007. Scan's business structure was also clarifi ed through the spin-off of the meat and processed meat and convenience food businesses.
Targets were reached in the Baltics despite a slowdown towards the end of the year.
Earnings development in Poland was depressed by the slower than anticipated start-up of 2006 acquisition Pozmeat and the costs of ramping up operations.
Several new products were given a massive roll-out in 2007. Though the year saw both hits and misses, the new launches on the whole reached the desired level of margin. We will take these experiences to heart and retain our focus on launching new products, as these are essential with regard to our long-term targets.
| 2007 | 2006 | |
|---|---|---|
| Net sales, EUR million | 2 107.3 | 934.3 |
| EBIT, EUR million | 55.3 | 40.4 |
| - % of net sales | 2.6 | 4.3 |
| Profi t before tax, EUR million | 36.3 | 33.6 |
| - % of net sales | 1.7 | 3.6 |
| Return on equity, % | 9.2 | 11.9 |
| Return on investment, % | 7.2 | 10.1 |
| Equity ratio, % | 29.3 | 43.7 |
| Gross investments, EUR million | 129.3 | 82.6 |
| Earnings per share, EUR | 0.72 | 0.79 |
| Dividend per share, EUR | 0.27 | 0.27 |
| Employees | 7 840 | 4 418 |
The fi nancial year now ended was the newly re-named company's fi rst with its revised Group structure in place. The year under review was informed by the integration of Scan AB, the arduous and investment-heavy second year of industrial restructuring in Finland, and the rapid deterioration in the outlook for the international meat market towards the end of the year.
HKScan has diverse operations in the food markets of the Baltic Rim. On the whole, the company enjoys strong and solid market standing in all its major customer segments. Focused internationalisation over the past decade has made HKScan a force to be reckoned with, also in respect of any potential future restructuring of the food market in northern Europe.
How did the year under review appear from the perspective of management? The company's earnings development fell short of expectation in the latter half of 2007. This deviation in performance was mostly attributable to business in Finland. The ramp-up of production lines transferred from Turku to Vantaa in the run-up to the important Christmas season resulted in anticipated as well as unanticipated non-recurring expenditure.
Business in Finland was moreover plagued with delivery reliability issues almost throughout the year, refl ected not only as high logistical costs but also as market share loss in certain product groups vital to the company. Reclaiming market position and winning back consumer trust are among the key challenges facing the company now that the new distribution centre has been brought online and the reliability of deliveries has been restored to a competitive level.
Business in Finland may have fallen short of expectations, but all targets were hit spot-on in Sweden. A two-year effi ciency pro- gramme was launched in the year under review and the meat and convenience food businesses at Scan were spun off into separate units. Despite positive developments, we remain quite far from longer-term performance targets in Sweden, however, and thus still have our work cut out for us.
Growth and earnings targets were reached in the Baltics as well. However, earnings development was eroded by the global rise in the prices of feed grains in the last few months of the year. The aim in the Baltics is to further solidify the company's position as market leader through selected investment to complement existing production structure.
Joint venture Sokolów in Poland falling clearly short of the targets set in early 2007 was already anticipated by mid-year. The greatest individual reason underlying poor development was the late 2006 acquisition Pozmeat, where the lags in start-up were signifi cantly longer than anticipated. In addition, the primary pig production making up part of the business in Poland suffered, as in the Baltics, from the sharp rise in feed grain. Sokolów's older units, however, met their targets.
The year 2007 saw a much higher number of new product launches than earlier years. Overall, the product launches reached their targets in terms of production margins, yet the year had both its commercial hits and misses. Reshaping the product offering remains a key priority as the company evolves from a meat company to an increasingly diversifi ed food company.
The year under review was thus a challenging one for management as well as investors. In 2008, the diffi cult market situation in the international pork market in particular will be refl ected in a number of ways in HKScan's home markets. The lacklustre outlook for the market in the fi rst half of the current year will at least temporarily mask the sustained development efforts taken in the company's markets over the past years.
Industrial restructuring is a long and laborious undertaking, especially for employees who, in addition to their regular daily duties, have to bear the brunt of implementing the changes. Nonetheless, it is obvious that a company of HKScan's size and market standing has a duty to constantly streamline its processes.
Wide-ranging and tough measures are thus necessary to safeguard the company's competitiveness in the long run. Production in Finland is now poised for greater effi ciency and as the new structure comes into place, the major challenges will now shift to the commercial side of operations. Industrial restructuring in Sweden will continue through 2008 and 2009.
In the longer term, a company's competitiveness is determined by the attractiveness and market standing of its products and brands. The challenge for an industrial company is to defi ne and maintain a consumer and customer orientation in its business processes. If we are to overcome the great challenges facing us in this respect, the entire organisation must exhibit humility and a genuine desire to learn.
It is becoming increasingly important to monitor and understand changes in eating habits and the appreciation of food. Food was the topic of much debate among consumers in our home markets in the year under review. Issues of concern included domestic animal production, locally sourced food and food infl ation as well as the tastiness, freshness, safety and healthfulness of food.
The near future is likely to see a rise in demands and information needs relating to the ethicality, traceability, healthfulness, wholesomeness and e.g. carbon footprint of food. The company must be better equipped to take part in this dialogue and respond to the new challenges it will present. The global rise in grain prices, if sustained, may even quite rapidly alter long-term consumer perceptions of the inexpensiveness of food, which may indirectly infl uence consumption habits.
The food chain faces a multitude of challenges which also offer interesting potential for growth and development. These challenges can only be met with seamless cooperation among all operators in the long value chain. My thanks for the past year go to those who are truly responsible for our performance: our skilled employees in all our markets. I would also like to express my gratitude to our partners and customers, consumers with a preference for our products, our suppliers and other key stakeholders.
Vantaa, April 2008
Kai Seikku
HKScan's operations in Finland are carried out by HK Ruokatalo Oy and LSO Foods Oy. HK Ruokatalo Oy is in charge of industrial operations, sales, marketing, logistics and transportation while LSO Foods procures pork and beef for HK Ruokatalo. HK Ruokatalo Oy's brands in Finland are HK, Kariniemen, Via and Kokki.
| Finland | 2007 | % | 2006 | % |
|---|---|---|---|---|
| Net sales | 674.3 | 31.3 | 608.0 | 64.5 |
| EBIT | 22.8 | 37.8 | 25.4 | 57.9 |
| EBIT % | 3.4 | 4.2 | ||
| Employees | 2 236 | 30.5 | 2 328 | 56.0 |
The amounts are EUR million. The number of employees is the year-end fi gure. The percentage indicates the share of the corresponding Group fi gure.
In 2008, the company intends to successfully ramp up the new logistics centre and leverage its revised industrial structure to achieve functional benefi ts.
HK Ruokatalo's meat business is responsible for the procurement and meatpacking of pork and beef and for meat fl ow control. The meat business is also responsible for the sales and marketing of products. The company has pork packing plants in Forssa and Mellilä and a beef packing plant in Outokumpu. The value added processing of fresh meat takes place in Forssa and Vantaa.
The restructuring of production in HK Ruokatalo entailed the transfer of whole meat production from the Forssa plant to Vantaa, to be replaced in Forssa by the value added processing department for consumer packaged meats transferring in turn from Tampere in spring 2008. The transfers will streamline whole meat processing and allow a greater focus on product commercialisation. Meat will also need to be transported less between production plants.
The year under review in the meat business was marked by the higher capacity and optimal utilisation of the modernised meatpacking plant in Forssa, a development vital to competitiveness. Higher automation has improved yields and productivity. The products also keep better and have excellent microbiological quality. In addition, absenteeism due to illness has declined among workers as physically demanding work stages have been automated.
In September, HK Ruokatalo signed a subcontracting agreement with Järvi-Suomen Portti Osuuskunta cooperative. As per the contract, since January 2008 Portti has outsourced its pork and beef slaughter and beef cutting to HK Ruokatalo. The additional volume can be managed without major investments, and Portti's purchases thus increase capacity utilisation rate at HK Ruokatalo's meatpacking plants.
The rapid and sharp rise in the prices of feed grain experienced across the world in autumn 2007 sent the costs of producing meat raw material spiralling up in Finland as well. Higher raw material costs eroded the profi tability of the company's meat business towards the end of the year. Sales prices could only be raised in the retail period commencing at the start of 2008.
Procurement company LSO Foods Oy is in charge of procuring the live pork and beef raw materials required by HK Ruokatalo. It also attends to animal logistics and production advisory services relating to the development of farms. Operations are based on production contracts with producers. At year-end, the company had some 7 000 contract producers.
During the year under review, LSO Foods expanded its operations to take on the procurement of pork and beef and related services for Järvi-Suomen Portti. The relevant subcontracting agreement was concluded in autumn 2006 and the aim of the arrangement was to enhance to cost effectiveness of meat procurement i.a. by merging operations and eliminating the overlaps of two procurement organisations.
LSO Foods' procurement in the year under review increased to 110.5 million kg (99.3 million kg), with a rise seen in both pork and beef. At year-end, the company's market share in pork procurement was 41 percent and 28 percent in beef procurement. The company is the market leader in pork and number two in beef. Over the course of the year, LSO Foods supplied farms with 699 000 piglets and 35 000 calves for rearing.
The poultry business is responsible for poultry meat procurement in HK Ruokatalo and for the manufacture of poultry products at the Eura and Säkylä plants. It is also responsible for the sales and marketing of poultry products..
The poultry business gained momentum from an intense spike in consumption. In chicken, the rise was nearly 15 percent and demand for boneless meats and fi llets in particular grew substantially. The Eura plant was prepared for this development and had been increasing its production volumes since late summer. As production volumes grew, the air-cooled refrigeration unit was expanded and modernised and the enhancement of the degree of automation in the various stages of production continued at the Eura production plant.
In all, HK Ruokatalo procured 47.6 million kg of poultry in the year under review (43.5 million kg). The entire volume was sourced from its own contract producers numbering some 140. The aim is to further increase meat volume, and contract producers are currently expanding their production to this end. HK Ruokatalo accounts for 50 percent of all poultry procurement.
HK Ruokatalo carries out the primary production and turkey packing elements of its turkey business in Länsi-Kalkkuna Oy, a joint venture with Atria located in Säkylä. The goal here is to improve the weak profi tability of the turkey sector through specialisation. The rising demand for poultry failed to extend to fresh turkey meat, the demand for which has been fl atlining in Finland.
The processed meat and convenience food business in HK Ruokatalo is responsible for the manufacture, sales and marketing of these products. Its production plants are located in Vantaa and Säkylä.
The year was informed by the successful completion of restructuring in production as the restructuring programme launched a year earlier reached the implementation stage. The manufacture of processed meats in Turku was transferred to Vantaa and the Turku plant was closed down in late October as planned. During the year under review, HK Ruokatalo made substantial investments in both production facilities and production line automation in Vantaa. By the end of the year, most of the company's processed meat and convenience food manufacture had been centralised to Vantaa.
The restructuring has been among the most extensive in the company's history and the process has been an arduous one for the entire organisation. Its goal is to simplify the structure of manufacturing and to improve the as yet inadequate profi tability of the processed meat and convenience food business.
The implementation of the restructuring fell mainly on the autumn, in the run-up to the busy Christmas season, which resulted in planned as well as unplanned expenditure on temporary arrangements. Occasional issues with logistics and delivery reliability hampered business in Finland throughout the year, which in turn was refl ected as lost market share in several key product groups.
Production effi ciency at the Vantaa plant has improved since the turn of the year. Together with the new logistics centre coming online in spring 2008, this will again bring the company's delivery reliability and cost-effectiveness in logistics to a competitive level.
Commercial operations at HK Ruokatalo comprise marketing and product development as well as sales in Finland to various sectors in retail, HoReCa and other industry, and exports. In 2007, retail accounted for 59 percent of the company's sales, HoReCa for 12 percent, industrial sales for 5 percent and exports for 19 percent. As earlier, the aim of safeguarding profi tability was highlighted in commercial operations, occasionally even at the expense of volumes.
The company's policy is to launch innovative products that make cooking easier and more enjoyable. The most successful new product launches in 2007 were the Potku product family, new fl avours in Kabanossi sausages, innovative Via microwave meals and Kariniemen Kananpojan Minuuttipihvi® Roseepippuri, a chicken minute steak spiced with pink peppercorns. The company's high hopes for the new Ehta range of meat products were not realised in all respects, and the range was therefore revised and augmented with newly developed items.
The trend seen in previous years continued: demand is shifting from standard to premium products. In the premium grilling sausages category, Kabanossi fared extremely well while in cold cuts, higher capacity for ultra thin-sliced enabled higher volumes. All in all, processed meat sales measured in kg stood at the previous year's level but the value of the sales increased.
HK Ruokatalo's operations are divided into four parts: the meat, poultry meat and processed meat and convenience food businesses, and commercial operations. The core process at HK Ruokatalo begins with determining the needs of consumers. The input of meat producers in primary production, raw meat procurement, slaughtering, cutting, product manufacture, transport and commercial endeavours are then integrated into the various stages of the process.
In convenience foods, the strategy introduced a year earlier of divesting certain poorly performing product groups and introducing in their stead innovative products of higher value added was continued. This has also permitted us to increase the value added of our manufacture.
HK Ruokatalo successfully increased its exports in terms of both volume and value. The trading of Swedish meat produced by sister company Scan AB to other countries represented a signifi cant addition to the export business. Demand for fresh pork especially in Russia was high. Other major export countries were Japan, the USA, the Baltics and Sweden. The diffi cult situation in the international pork market and high inventories of meat in the EU kept export prices exceptionally low.
HK Ruokatalo has a comprehensive integrated management system comprising quality and environmental management and product safety management. The ISO 9001, 14001 and 22000 standards provide the framework for this system. The company's ISO 9001:2000 and ISO 14000:2004 certifi cates cover all operations. The product safety management system at the plants in Vantaa, Forssa and Mellilä has furthermore been granted ISO 22000 certifi cation covering meatpacking and the manufacture of raw meat products, meat products and convenience foods. MicVac production in Vantaa also holds BRC certifi cation1).
Alongside taste, product safety is the most important quality feature of foods. Products must be not only tasty but also safe to use and healthful. They must also comply with all other quality criteria imposed. At HK Ruokatalo, product safety management is based on the identifi cation of hazards in products, raw materials and production processes, the assessment of the risks to which these give rise and the management of such risks. Risk management takes place either through support systems or the HACCP2) system and it is subject to regular evaluation.
The FINAS accredited laboratories in conjunction with the production facilities in Vantaa, Forssa and Eura also monitor compliance with quality criteria.
1) Product safety certifi cate proving that the company accepts and observes the BRC Global Standard for Food Safety of the British Retail Consortium. 2) Hazard Analysis Critical Control Point
Since January 2007, HKScan's operations in Sweden have been the responsibility of Scan AB and its subsidiaries. The company's product portfolio includes pork, beef and lamb as well as processed meats and convenience foods. Scan AB's major brands in Sweden are Scan and Pärsons.
| Sweden | 2007 | % | 2006 | % |
|---|---|---|---|---|
| Net sales | 1 111.9 | 51.7 | - | - |
| EBIT | 23.0 | 38.1 | - | - |
| EBIT % | 2.1 | - | ||
| Employees | 3 200 | 43.6 | - | - |
The amounts are EUR million. The number of employees is the year-end fi gure. The percentage indicates the share of the corresponding Group fi gure.
Plans held despite the historically sharp and rapid global rise in the prices of feed grain experienced in the latter half of the year, which resulted in the costs of producing meat raw material spiralling up in Sweden. Part of the higher costs was successfully passed on to sales prices in late autumn, yet most of the rise could be addressed in prices only after the turn of the year.
The meat sector in Sweden saw extensive restructuring in 2007, resulting in a marked change in industry structure expressed as larger company size and more pronounced competition. Another important aspect of the arrangements is that they linked the Swedish meat industry, with its earlier orientation to the national market, into wider international networks. The establishment of Scan AB and its joining the HKScan Group is an integral part of this internationalisation.
Scan AB was offi cially created on 29 January 2007 when Sweden's largest meat company Swedish Meats, a cooperative made up of some 20 000 meat producers, incorporated its manufacturing and marketing into a separate entity. Scan AB thus carries on the business of Swedish Meats
Swedish Meats itself had come into being eight years earlier in a major consolidation into a single entity of most of Sweden's cooperative meat sector. The aim then was to improve the performance of the cooperative meat sector and to create an environment conducive to growth.
Results failed to live up to expectation, however, and after considering several alternatives Swedish Meats fi nally opted to spin off its manufacturing and marketing into limited liability company Scan AB. Acquired by the then HK Ruokatalo Group, Scan AB became a subsidiary of HKScan Corporation and part of the northern European HKScan Group in January 2007.
With fi nancial performance inadequate in view of the longer term, a key goal in Scan AB for several years has been to improve profi tability. Towards this end, in May 2007 the company announced an extensive effi ciency programme extending until 2009 to continue the production consolidation initiated by Swedish Meats in 2006.
Annual savings of EUR 18–22 million are sought with the effi ciency programme, which includes substantial investment to upgrade production technologies and working methods. The investments, which come to some EUR 20 million, concern several industrial locations where demand for labour will fall due to the streamlining. All in all, the programme is estimated to affect some 400 jobs.
In addition to the effi ciency programme, Scan decided on the establishment of a national logistics centre in Linköping. Ground was broken on the new centre in November 2007. When operating at full capacity in 2010, the centre will allow Scan to increase the effi ciency and fl exibility of its logistics.
The restructuring of the meat sector in Sweden has also had an impact on the internal structures of the Scan companies. As laid out in the consolidation programme initiated by Swedish Meats back in 2006, the company has already closed down four production plants. Further closures of the plants in Skellefteå and Kävlinge are slated for late 2008.
In a bid to achieve higher effi ciency, in September Scan spun off its business into two units: Meat Business and Food Business. The rationale for the spin-off was to introduce a more customer-driven approach in operations. The marketing and sales organisation was also overhauled to better meet the demands of effective cooperation with the customer base.
Among the most visible elements of the effi ciency programme was Scan's overhaul and streamlining of its product concept during the year under review. The brand portfolio was pared down and brands were regrouped to better refl ect consumer expectations and wishes. The brand shake-up represents a major step in Scan's transformation into a market-driven food company. Besides redesigned packages, the Scan promotional truck touring stores and consumer events was another of the prominent new launches in the year under review.
Scan expanded its sales to Denmark in 2007 with Scan meatballs naturally spearheading the way. Pärsons for its part expanded its cold cuts offering in Denmark. The Danish market will be a focal area in the current year, with plans underway for new product launches and the establishment of a dedicated sales network.
The internal integration of the HKScan Group also entails closer cooperation between Group companies with the aim of leveraging the existing capacity and industrial know-how in product groups where this is economically and logistically justifi ed. Accordingly, production crossovers were tentatively implemented between Finland and Sweden in the year under review.
A hallmark of Scan's business is that much of it is carried out in subsidiaries and associates. Subsidiaries SLP Pärsons AB and Annerstedt Flodin AB and associate Nyhléns & Hugosons Chark AB are worthy of particular mention in this context.
Meatpacking and deboning activities at the Pärsons plant in Helsingborg were discontinued in the second quarter and transferred to other Scan facilities. The transfers were completed uneventfully and the machinery at the Helsingborg plant was dismantled during the remainder of the year. Production and sales under the Pärsons brand saw favourable development in the year under review and performed in line with targets. With a market share of 25% by sales value, Pärsons is the leading Swedish brand in sliced sandwich meats.
Under its Flodins brand, Annerstedt Flodin AB markets quality meats from South America, New Zealand and European countries to retail and HoReCa customers. The company principally sources its meat from regions where the animals graze freely in natural pastures. Annerstedt Flodin markedly increased its sales volume in 2007, mainly due to South American beef and poultry products.
Nyhléns & Hugosons Chark AB, in which Scan has a 50% holding, is a dynamically evolving meat and processed meat company. Based in Luleå, it operates in a region extending from the northern town of Kiruna to the southern city of Gävle. It holds approximately 13 percent of the market in its area of operations. The company is an important link in Scan's business in northern Sweden and its focus is on further solidifying its position as the leading food company in the Norrland province.
In early 2008, Nyhléns & Hugosons agreed on cooperation with Scan in the area of animal transport in northern Sweden. The agreement will streamline transportation in sparsely populated regions while also ensuring that all Scan meat producers will continue to have reliable access to transportation for their animals.
Talks were initiated between Scan and Swedish Meats in early 2008 on a joint primary production company to strengthen domestic meat production. Planned as a 50/50 joint venture, Svenska Djur AB would attend to animal procurement and supply and also provide advisory services to producers. This would permit Scan to focus wholly on manufacture and marketing.
HKScan's Baltic Group is active in Estonia, Latvia and Lithuania. The pork and beef processing Rakvere Lihakombinaat has three subsidiaries: the Estonian AS Ekseko, the Latvian Rigas Miesnieks and the Lithuanian Klaipedos Maisto Mesos Produktai. The companies sell under their own brands in all three countries. The best known brand in Estonia is Rakvere, in Latvia Rigas Miesnieks and in Lithuania Klaipedos Maistas. HKScan's second subsidiary AS Tallegg is the largest poultry meat and egg producer in Estonia. Tallegg also operates in Latvia and Lithuania under its own brands.
| The Baltics | 2007 | % | 2006 | % |
|---|---|---|---|---|
| Net sales | 145.3 | 6.8 | 130.8 | 13.9 |
| EBIT | 10.7 | 17.7 | 12.6 | 31.2 |
| EBIT % | 7.4 | 9.6 | ||
| Employees | 1 892 | 25.8 | 1 832 | 44.0 |
The amounts are EUR million. The number of employees is the year-end fi gure. The percentage indicates the share of the corresponding Group fi gure.
Customers are consolidating and expanding their sales networks, which is why HKScan must cultivate its strengths in the Baltics: the best brands, the highest-selling products and economies of scale in all major product groups.
The HKScan Group embarked on the year under review in the Baltics with good performance in 2006 under its belt. Though aware of the business environment growing tighter, the company had every faith it could accomplish the same in 2007. Until September, this held true.
Business in all three Baltic States performed in line with targets and sales grew. A solid basic product range and lucrative seasonal sales, especially in summer, paved the way for commercial success. The traditional main product groups were also seeing good sales in red meat and poultry products alike. Though wages and transportation costs continue to spiral, rising costs were successfully passed on to sales prices and profi tability thus remained on target.
The trend was reversed in the fourth quarter due to the sharp global rise in the price of feed grain. This intensely pushed up the costs of producing pork at a time when meat prices across Europe were falling due to oversupply. In Estonia, feed grain more than doubled in price from the previous year, putting a great burden on Rakvere Lihakombinaat, which itself produces most of the pork it uses. Pushing through the necessary increases in sales prices proved to be problematic.
Higher feed prices were also felt at Tallegg in the form of rising costs in producing chicken products. The end of the year at Tallegg was moreover overshadowed by the discovery of Newcastle disease at one of its shell egg farms. The costs of the mandatory destruction of the fowl were borne by the State of Estonia. Temporary arrangements put in place successfully addressed the interruption in production. The disinfected poultry farm has been stocked with new fowl and egg production at Tallegg has started up again. Full capacity will be reached in August 2008. Egg sales only account for roughly 3.5 percent of the Group's net sales in the Baltics, yet the business is a lucrative one that generates a steady cash fl ow.
Despite performance in line with targets through most of the year, the weaker than anticipated fourth quarter resulted in earnings not quite equalling the previous year. The Group's EBIT target of fi ve percent was nonetheless exceeded, as EBIT from operations exclusive of non-recurring items stood at 6.9% of net sales.
Consolidation of the retail sector is ongoing and retail chains are both expanding and tightening their operations. This requires action on the part of HKScan's Baltic Group to meet customer expectations in terms of both delivery volumes and quality. Competition between the chains is fi erce, which puts pressure on industry prices.
In the year under review, Rakvere Lihakombinaat replaced its original meatpacking line of 17 years' standing. The introduction of the modern line has enhanced the effi ciency of meat handling and improved quality. Rakvere is currently building a new and larger frankfurter department. Tallegg is also investing, as it intends to increase its chicken production. In Latvia, Rigas Miesnieks doubled its pelmeni capacity. Demand is rising in the Baltics and the aim of the investments is to ensure that suffi cient delivery capacity is maintained also in respect of large customers.
The consumption of meat and processed meats has been rising steadily for years. A higher overall standard of living has increased demand for higher-end products as well. However, a shift towards less expensive products was seen for the fi rst time in the fourth quarter of 2007. The shift may herald a more permanent phenomenon; although growth remains brisk in the Baltics, the economy is overheated in places and infl ation is rising. Infl ation forecasts for the current year vary from the 6–7 percent projected for Lithuania to the more than 10 percent foreseen for Latvia.
Market standing in the Baltics remained good. With its 32 percent share, Rakvere Lihakombinaat leads the market in Estonia. In Latvia, Rigas Miesnieks bumped its market share from 18 to 20 percent, which makes it the clear market leader. Klaipedos Maistas is a challenger in the Lithuanian market with its 8 percent share. Tallegg solidifi ed its standing in Estonia, where its share of all fresh poultry meat sales climbed to 70 percent (Source: A.C. Nielsen).
The Estonian meat market is fairly consolidated, with the top fi ve companies accounting for some 75 percent of the market. In Latvia, the top fi ve combined hold a 41 percent of the market while in Lithuania, the top fi ve only account for 21 percent of the market. The meat sector in Lithuania is thus fairly fragmented, with numerous small operators, and maintaining profi tability is more of a challenge than in Estonia and Latvia. A number of business mergers and closedowns are accordingly anticipated for Lithuania.
Consumer trends in the Baltics differ little from those in the rest of Europe, and greater overall prosperity is infl uencing consumer behaviour. The urban and rural populations differ quite vastly, however, mainly due to differences in income. These also explain why cooking at home remains common in the Baltics.
The pursuit of wider internationality prompted HKScan to take a minority stake in Polish meat company Sokolów in 2002. Sokolów seemed promising: it was the Polish market leader, had good growth potential and held some of the nation's best known brands.
Owing to the size of the Polish market and to balance the risks involved, in summer 2004 HKScan entered into partnership with Danish Crown. The joint venture Saturn Nordic Holding established to this end started to systematically increase its holding, and by summer 2006 Sokolów was completely in Finnish-Danish hands.
| 2007 | % | 2006 | % |
|---|---|---|---|
| 220.9 | 10.3 | 203.6 | 21.6 |
| 3.7 | 6.1 | 6.0 | 14.9 |
| 1.7 | 2.9 | ||
| 5 419 | - | 4 968 | - |
The amounts represent the share (50%) accounted for in HKScan Group fi gures and are in EUR million. The number of employees is the yearend fi gure. It refers to the entire personnel of Sokolów and has not been included in Group fi gures. The percentage indicates the share of the corresponding Group fi gure.
The year 2007 was clearly a divided one for Sokolów in terms of operations. The core business, i.e. the manufacture and sales of meat and processed meats in the Polish market, performed on target, and year-on-year growth stood at some ten percent.
Despite good core business performance, the HKScan Group's market area of Poland on the whole fell short of the previous year, however. The longer than anticipated start-up of subsidiary Pozmeat acquired in 2006 and the resulting expenditure have depressed earnings development. A plan of action to remedy the Pozmeat situation is currently being put into effect.
Earnings development was also eroded by the diffi cult pork market situation in Europe attributable to the cyclical nature of pig production and the sharp rise in autumn 2007 in the costs of producing meat raw material. Rising costs also eroded the performance of Sokolów, which meets part of its pork demand through in-house production in the same manner as Group companies in Estonia.
Modern retail with distribution channels in line with its Western European counterparts is currently intensely consolidating its structure in Poland, which presents suppliers with challenges in terms of both volume and price. Historically, Sokolów has a fairly fragmented corporate structure which the company has addressed by increasing the degree of specialisation of its seven production plants in a bid to gain economies of scale and to enhance the effi ciency of operations. Slaughter operations, for example, have been centralised to three locations.
During the year under review, Sokolów secured for itself the position of strategic meat supplier in several chains, thus opening up greater potential for future growth. The supply of new products such as pre-tenderised beef in the largest retail chains was also increased. Demand for sliced products as well as consumer packaged meats is rising overall, as many chains no longer cut meat in stores and focus instead on sales only.
Sokolów is the only meat company in Poland with a distribution network spanning the entire nation. The more than 500 of Sokolów's own retail outlets play a key role in this network. In 2007, the outlets accounted for nearly 26 percent of the company's entire sales by value. Chain retailers are growing more important, however, as chains accounted for more than 24 percent of sales by value. The share of exports in net sales held at the 27 percent seen in previous years.
A political solution was fi nally arrived at in the trade dispute between the EU and Russia which had long halted the export of Polish meat to Russia. Issues of a technical nature still remain to be resolved, however, and these have continued to hamper and for all intents and purposes prevent Polish meat exports from picking up again. The long-running strengthening of the zloty has also been less than favourable to exports.
The meat sector in Poland is marked by fragmentation. There are a high number of enterprises in the sector, virtually all of them small. Some 3 000 meat companies are estimated to remain active in the nation, yet only 65 of these had 250 or more employees in the year under review. The number of enterprises in the sector has been cut in half in seven years and the rate of reduction is anticipated to remain high also in years to come. Many small and medium-sized enterprises are now burdened by investments made to bring facilities in line with EU standards.
Measured by net sales, Sokólow is the second largest player in the Polish meat sector. Its market share is estimated at 17 percent in processed meats and nine percent in meat products. Convenience food consumption in Poland remains low and is most closely linked to consumer incomes.
Overall economic development in Poland in 2008 will be informed by the projected slowdown in the rate of GDP growth. The production costs of industry raw materials, especially pork and poultry meat, will remain high. Prices will also be rising for services such as offi cial veterinarian inspections and waste management.
HKScan Group expanded its operations in 2007 to cover nine northern European countries. With the expansion, the Group now has roughly 10 000 employees. The table adjacent presents a breakdown of employees by country.
In Europe, the traditions and customs relating to work vary from country to country due to lengthy historical and cultural development. Executive management in each country at HKScan therefore ensure that Group companies have regard to the legislation and agreements governing employment, remuneration and other terms of employment as well as occupational safety in their respective countries.
In keeping with its principles, HKScan regards as important the right of both white and blue collar employees to unionise and bargain collectively.
During 2007, the Group employed an average 7 840 persons (4 418 in 2006). The number of employees thus increased by 3 422 from the previous year, an increase attributable to the inclusion of Scan AB and its subsidiaries as of the beginning of 2007.
The average number of employees in each market area during the year under review was as follows: Finland 2 517, Sweden 3 449 and the Baltics 1 874. In addition, Sokolów had an average of 5 172 employees.
Employees by country at year-end
| 2007 | % | 2006 | % | 2005 | % | |
|---|---|---|---|---|---|---|
| Sweden | 3 050 | 41.6 | - | - | - | - |
| Finland | 2 236 | 30.5 | 2 328 | 56.0 | 2 525 | 58.6 |
| Estonia | 1 630 | 22.2 | 1 580 | 37.9 | 1 550 | 36.0 |
| Latvia | 219 | 3.0 | 201 | 4.3 | 178 | 4.1 |
| Poland (Scan) | 100 | 1.4 | - | - | - | - |
| Denmark | 45 | 0.6 | - | - | - | - |
| Lithuania | 43 | 0.6 | 51 | 1.2 | 51 | 1.2 |
| UK | 5 | 0.1 | - | - | - | - |
| Russia | 5 | 0.1 | 5 | 0.1 | 5 | 0.1 |
| HKScan total | 7 333 | 100.0 | 4 165 | 100.0 | 4 309 | 100.0 |
| Sokolów | 5 419 | - | 4 968 | - | 5 028 | - |
| 2007 | 2006 | 2005 | |
|---|---|---|---|
| HKScan Corporation | 14 | 13 | 11 |
| Scan Group | 3 200 | - | - |
| HK Ruokatalo Oy | 2 080 | 2 177 | 2 396 |
| Rakvere Lihakombinaat Group | 1 402 | 1 346 | 1 258 |
| AS Tallegg | 490 | 486 | 521 |
| LSO Foods Oy | 75 | 91 | 79 |
| Other | 72 | 52 | 44 |
| HKScan Group total | 7 333 | 4 165 | 4 309 |
| Sokolów Group | 5 419 | 4 968 | 5 028 |
Additionally, the Sokolów Group employed 5 419 persons.
Additionally, the Sokolów Group employed 4 968 persons.
Additionally, the Sokolów Group employed 5 028 persons.
As responsible food manufacturers, HKScan and its subsidiaries in all their market areas seek to operate on the principle of causing minimum environmental impact during production. This principle is put into practice in Finland, Sweden, the Baltics and Poland, taking into account existing regulations and certifi cation processes at the local and EU level.
Executive management in each market area are responsible for ensuring the appropriate organisation of environmental management.
Environmental management is a key component in the Group's enterprise system and environmental concerns are catered for at every stage of operations.
| 2007 | 2006 Change, % | ||
|---|---|---|---|
| Electricity | |||
| - total consumption (MWh) | 91 873 | 90 404 | +1.6 |
| - specifi c consumption (kWh / kg) | 0.440 | 0.462 | -4.9 |
| Heat | |||
| - total consumption (MWh) | 93 285 | 91 589 | +1.8 |
| - specifi c consumption (kWh / kg) | 0.446 | 0.468 | -4.7 |
| Water | |||
| - total consumption (m3 ) |
1 459 691 | 1 422 046 | +2.6 |
| - specifi c consumption (l / kg) | 6.98 | 7.27 | -4.0 |
| Waste | |||
| - all waste, total (t / pa) | 24 862 | 24 906 | -0.2 |
| - amount (g / production kg) | 108.6 | 119.8 | -9.4 |
Specifi c consumption means energy and water consumption relative to production volume.
The company has in place an ISO 14001-certifed environmental management system at all HK Ruokatalo production plants in Finland, the Rakvere Lihakombinaat plants in Estonia and six Scan plants in Sweden. Other Scan facilities apply the BAS system, in which environmental efforts are managed by a local steering group responsible for setting environmental targets for plants and monitoring compliance.
Preparations are underway at Tallegg in Estonia for certifi cation under the ISO 14001 standard, which the company estimates it will obtain during 2008.
In Poland, the Sokolów plants operate according to good production practice under the ongoing supervision of the Polish veterinary authority. Sokolów also holds the AQAP 2110 certifi cate entitling it to supply the NATO forces with meat and meat products.
In addition, all plants in the HKScan Group have in place an ISO 9001-certifed quality management system.
In the food industry, the greatest environmental loading is caused by energy and water consumption, process waste, wastewater and smoke gases from heating plants, which is why these issues receive much attention when deciding on investment. HKScan is furthermore involved in biofuel power plant projects in Finland, Sweden and Estonia, where the organic biowaste from production plants will be used to generate heat and electricity and also to make compost soil and fertilisers.
A prime example of the value of investment to reduce environmental load comes from the Forssa plant, where modernisation of the meatpacking plant reduced water consumption by 10.5 percent and total waste by 35 percent due to i.a. the sludge separation system.
Environmental management is constantly being enhanced at HKScan at the Group level, and environmental indicators and environmental benchmarking are currently being harmonised. The fi rst stage of this effort will concern Sweden and Finland.
| 2007 | 2006 Change, % | ||
|---|---|---|---|
| Electricity | |||
| - total consumption (MWh) | 113 387 | 115 208 | -1.5 |
| - specifi c consumption | |||
| (kWh / 1000 productionkg) | 0.21 | 0.22 | -4.5 |
| Heat | |||
| - total consumption (MWh) | 98 097 | 101 389 | -2.6 |
| - specifi c consumption | |||
| (kWh / 1000 productionkg) | 0.18 | 0.19 | -5.3 |
| Water | |||
| - total consumption (m3 ) |
2 057 365 | 2 036 153 | +1.0 |
| - specifi c consumption | |||
| (l / 1000 productionkg) | 3.76 | 3.96 | -5.1 |
| Waste | |||
| - all waste, total (t / pa) | 22 982 | 21 292 | +7.9 |
| - amount (g / 1000 productionkg) | 42 | 41.5 | +1.2 |
Specifi c consumption means energy and water consumption relative to production volume.
| 2007 | 2006 Change, % | ||
|---|---|---|---|
| Electricity | |||
| - total consumption (MWh) | 82 777 | 78 339 | +5.67 |
| - specifi c consumption (kWh / kg) | 0.38 | 0.44 | -12.84 |
| Heat | |||
| - total consumption (MWh) | 165 305 | 162 264 | +1.87 |
| - specifi c consumption (kWh / kg) | 0.76 | 0.90 | -15.56 |
| Water | |||
| - total consumption (m3 ) |
2 612 149 | 2 496 653 | +4.63 |
| - specifi c consumption (l / kg) | 11.94 | 13.86 | -13.85 |
Specifi c consumption means energy and water consumption relative to production volume.
• The year 2007 was a historic one for the company. The acquisition of Scan AB in January and its integration into the Group more than doubled net sales and expanded the fi eld of operations to include Sweden. The change of business name to HKScan Corporation in spring was a refl ection of both the wider market and our major consumer brand names.
• The year was marked by the breaking in of the new Group structure as well as the restructuring of production in Finland and Sweden. These are steps vital for the future if fi nancial performance is to improve to the standard set by the Group.
• The intensive rise in the costs of primary meat production in autumn due to a world-wide hike in the price of feed grain was an exceptional feature of the year under review that caused a sharp rise in the production costs of pork in particular. The simultaneous oversupply of pork and the decommissioning of production capacity in the EU eroded prices in the international market. These circumstances carried on into early 2008, markedly eroding the profi tability of the meat business and thus the entire company's performance in all markets, especially in Finland and the Baltics.
The Group's net sales in 2007 were EUR 2 107.3 million (EUR 934.3 million in 2006). EBIT from operations exclusive of non-recurring items came to EUR 65.2 million and reported EBIT to EUR 55.3 million. The corresponding fi gures a year earlier were EUR 41.8 million and EUR 40.4 million respectively. Earnings per share were EUR 0.72 (EUR 0.79).
Non-recurring expenses in the net amount of EUR 9.9 million were recognised. These mainly had to do with the restructuring of the Finnish business. Writedowns of EUR 1.5 million in the Baltics and EUR 0.9 million in Poland were taken on biological assets (live animals) due to the diffi cult situation in the pork market.
The Group's capital expenditure stood at an exceptionally high level due to the bulk of the expenditure on industrial restructuring and the acquisition of Scan AB falling on 2007. In future, capital expenditure will settle at a lower level and our goal is to strengthen
EBIT (%) 2007 EUR 55.3 million
Net sales and EBIT in the Group's principal market areas*) for the last quarter and during the entire fi nancial year were as follows:
| 10-12/2007 10-12/2006 1-12/2007 1-12/2006 | ||||
|---|---|---|---|---|
| Net sales | ||||
| -Finland | 176.3 | 162.9 | 674.3 | 608.0 |
| -Sweden | 295.7 | - | 1 111.9 | - |
| -The Baltics | 37.6 | 33.2 | 145.3 | 130.8 |
| -Poland | 54.8 | 49.5 | 220.9 | 203.6 |
| -Between segments | -12.2 | -2.8 | -45.0 | -8.2 |
| Total | 552.2 | 242.8 | 2 107.3 | 934.3 |
| EBIT | ||||
|---|---|---|---|---|
| -Finland | 3.3 | 10.9 | 22.8 | 25.4 |
| -Sweden | 7.7 | - | 23.0 | - |
| -The Baltics | 0.9 | 3.2 | 10.7 | 12.6 |
| -Poland | 0.1 | 1.0 | 3.7 | 6.0 |
| -Between segments | 0.0 | 0.0 | 0.0 | 0.0 |
| -Group administration costs -0.4 | -1.4 | -5.0 | -3.5 | |
| Total | 11.5 | 13.7 | 55.3 | 40.4 |
| EBIT from operations | ||||
| -Finland | 9.3 | 10.0 | 33.3 | 27.4 |
| -Sweden | 7.7 | - | 23.0 | - |
| -The Baltics | 0.9 | 3.2 | 10.1 | 11.2 |
| -Poland | 0.1 | 1.0 | 3.7 | 6.0 |
| -Between segments | 0.0 | 0.0 | 0.0 | 0.0 |
| -Group administration costs -0.4 | -1.4 | -5.0 | -2.8 | |
| Total | 17.5 | 12.8 | 65.2 | 41.8 |
*) The company has reported Group administration costs as a separate item since Q2/2007, thus improving the comparability of market area profi tability. Group administration costs consist mainly of salary and pension costs as well as certain notional costs of the management incentive system, among others.
cash fl ow and improve equity ratio.
The fi gures reported are derived from Group accounting and contain no pro forma information. The comparison fi gures are exclusive of Scan AB and its subsidiaries, which have only been consolidated into Group fi gures since 2007. The allocation of purchase price resulting from the acquisition of the capital stock of Scan AB is discussed in the fi nancial statements.
In Finland, business was infl uenced by the ongoing restructuring of production, which caused irregularities in production and delivery reliability especially in the latter half of the year. Profi tability remained unsatisfactory.
In the Baltics and Poland, the year was much as anticipated. Relative to net sales, the Baltics again outperformed all other markets. Goals were achieved despite a slowdown towards the end of the year. The start-up of Pozmeat in Poland is taking longer than anticipated, which depressed earnings development in the Polish market.
Business in Sweden developing in line with plan stands in the plus column of the fi nancial year, although profi tability still remains far short of longer-term targets.
Net sales in Finland saw year-on-year growth of EUR 66.3 million attributable to increased trading and outsourcing. Profi tability was again unsatisfactory, partly due to the restructuring of production underway. The transfers of production gave rise to higher than anticipated start-up costs. In addition, the extended ramp-up of the production lines transferred to the Vantaa plant resulted in delivery problems and loss of sales in the run-up to the crucial holiday season.
Non-recurring additional labour costs arising from the restructuring came to EUR 2.9 million and non-recurring additional logistical costs to EUR 7.6 million.
Production effi ciency at Vantaa has improved in early 2008 and delivery problems will be resolved in full in Q1. The new logistics centre, which comes online in spring, will bring the company's delivery reliability to a competitive level.
The profi tability of the meat business was eroded in autumn by the rapid rise in feed raw materials, which markedly increased the costs of primary meat production. The higher costs could only be passed on to sales prices in the retail period commencing at the start of 2008, however.
The processed meat and convenience food business was informed by the restructuring of production in Finland. This restructuring, the most wide-ranging in the history of HK Ruokatalo, involved substantial investment in production facilities and automation in Vantaa. The investments and arrangements will serve to improve the as yet inadequate profi tability of the processed meat and convenience food business.
The poultry business gained momentum from an intense spike in consumption. In chicken, the rise was nearly 15 percent and demand for fi llets in particular grew substantially. Demand for fresh turkey meat, on the other hand, has been fl atlining. Higher production volumes resulted in expansion and modernisation of the carcass quick freezer at the Eura production plant and ongoing enhancement of the degree of automation in the various functions.
The closure of the Tampere facility, set to follow completion of the Vantaa project, is currently slated for April 2008.
As the Group expanded, managing director of HK Ruokatalo Oy Kai Seikku focused on the duties of CEO of HKScan Corporation. Executive vice president of the company's meat business Esa Mäki was appointed managing director of HK Ruokatalo Oy effective 1 March 2007. He was replaced as managing director by executive vice president of the company's poultry business Jari Leija on 7 December 2007.
The mergers and acquisitions in the Swedish meat sector in 2007 spelled a major consolidation of the entire industry. Besides consolidation, the arrangements also resulted in the Swedish meat industry, earlier intensely oriented to the national market, linking into wider networks. Scan AB joining the HKScan Group is also an expression of this internationalisation.
On the whole, business in Sweden developed as planned in 2007, although there still remains much room for improvement in terms of profi tability, especially with longer-term targets in mind.
In May, Scan announced that its earlier consolidation efforts would be followed by an effi ciency programme extending until 2009, in which annual savings of EUR 18-22 million are sought. Investments of approximately EUR 20 million will be made into modernising production technology and working methods. Restructuring costs and writedowns on PPE in the amount of EUR 23 million resulting from the consolidation and effi ciency programme have been taken into account when allocating purchase price. The allocation also involved a remeasurement to fair value of production plants affected by the programme. The revaluation has no impact on the consolidated income statement for 2007.
An extensive revamping of Scan's product concept was launched in early 2007. The number of brands and their concepts were pruned and the brands were re-grouped according to distinct consumer segments.
In September, Scan's meat business and processed meat and convenience food business were spun off into separate units in a bid to increase customer orientation while also reaping the benefi ts of centralisation. The marketing and sales organisations were also retooled as part of the spinoff process.
Ground was broken on the new logistics centre in Linköping in November. Operating at full capacity in 2010, the national centre will allow greater effi ciency and fl exibility in logistics for Scan.
Scan AB offi cially launched operations on 29 January 2007. Former managing director of Swedish Meats Magnus Lagergren was appointed managing director of the company.
The year 2007 was clearly divided in two in the Baltics. Good performance in the fi rst three quarters of the year turned problematic in Q4 with the rising price of feed grain and the ensuing sharp rise in pork production costs at a time when pork prices were falling across Europe due to oversupply.
Business was on the projected track until September and sales grew in all three Baltic States. Costs continued to climb as before; wages rose by 15 percent and transportation costs by nearly 30 percent, for example. This was anticipated, however, and the rise in costs could be passed on to prices, meaning that margins remained solid and profi tability in line with target.
The prices of feed grain more than doubled from the previous year in Estonia in the fourth quarter, which raised the costs of producing pork also in the production chain of Rakvere Lihakombinaat. Pork was in ample supply due to the international market situation and prices remained low. The supply glut has continued into 2008.
The discovery of Newcastle disease at a Tallegg shell egg farm in
autumn necessitated the destruction of the farm's egg chickens. The costs were borne by the state of Estonia. The production gap thus arising was bridged with temporary measures and the ensuing fi nancial losses remained minor. Production is estimated to return to normal in summer 2008. Tallegg's egg production accounts for 3.5 percent of the Group's net sales in the Baltics.
All in all, Q4 was weaker than anticipated. A writedown of EUR 1.5 million was moreover taken on biological assets (live animals) due to the diffi cult situation in the pork market. The full-year result furthermore includes EUR 0.6 million in non-recurring gains on disposal.
Market standing in the Baltics remained good, with even some strengthening in evidence. With its 32% share, Rakvere Lihakombinaat leads the market in Estonia. In Latvia, Rigas Miesnieks bumped its market share from 18 to 20 percent, which makes it the clear market leader. Tallegg's share of all fresh poultry meat sales in Estonia climbed to 70 percent. In Lithuania, Klaipedos Maistas retained its earlier standing as a relatively small market player (Source: A.C. Nielsen).
The year 2007 was a divided one for Sokolów in terms of operations. The core business, i.e. the manufacture and sales of meat and processed meats in the Polish market, performed on target with year-on-year growth of some ten percent, while subsidiary Pozmeat fell clearly short of targets.
The full-year result in the Polish market fell below that of 2006, as anticipated. This was mainly due to the costs arising from the longer than estimated start-up stage at Pozmeat. HKScan's share of Pozmeat's losses in 2007 came to EUR 3.2 million. These startup costs are included in full in EBIT from operations. Pozmeat is estimated to break even in the second quarter of 2008.
The diffi cult market situation due to the international pork cycle necessitated a writedown of EUR 0.9 million on biological assets (live animals) in the last quarter. The writedown is included in full in EBIT.
The historically fragmented business structure of Sokolów was streamlined by increasing the degree of specialisation among the company's seven production plants in a bid to achieve cost benefi ts and operational effi ciency. The move is warranted, as the intense consolidation in modern retail presents suppliers with challenges.
The meat industry in Poland is marked by fragmentation: a large number of mostly small companies. Measured by net sales, Sokolów is the second largest player in the industry. Its market share is estimated at 17 percent in processed meats and nine percent in meat products.
The company acquired the business of Swedish Meats, the largest meat company in Sweden, by virtue of an agreement executed on 9 November 2006. Under the agreement, Swedish Meats incorporated its business into the limited company Scan AB, whose entire capital stock was acquired by HKScan on 29 January 2007. Scan AB became a wholly owned subsidiary of HKScan Corporation.
The deal was fi nanced through a directed issue of 4 843 000 A Shares to Swedish Meats and payment of a cash consideration of EUR 76 million (SEK 692 million). In addition, HKScan assumed liability for Swedish Meats' debt amounting to a net value of some EUR 171 million or SEK 1.6 billion. The sum of some EUR 7 million
The fi gure for 2003 is shown in accordance with Finnish Accounting Standards (FAS)
(ca. SEK 66 million) will be paid over the next fi ve years in additional purchase price, conditional however on the repayment to Scan AB of certain Swedish Meats' membership loans of equivalent value. Enterprise value according to share prices and currency exchange rates at the time of execution thus came to approximately EUR 329 million (SEK 2 988 million).
The expansion of operations to Sweden and larger company size will in the long run strengthen competitiveness and standing in the Baltic region. We will now be able to provide even more diverse and effi cient service to retail and consumers. The Group is active in nine countries and sells the leading brands in all its major markets.
The accounts of Scan AB and its subsidiaries have been consolidated into the Group's fi gures as of 1 January 2007. In reporting, Sweden was added to the Group's previous principal geographical segments of Finland, the Baltics and Poland.
60
(EUR million)
The consolidation of Scan has signifi cantly altered fi nancial indicators, which must be taken into consideration when making comparisons.
The purchase price of the Scan AB shares inclusive of transaction costs came to EUR 161.7 million. The deal was fi nanced with a directed issue to Swedish Meats valued at EUR 75 million and a cash consideration of EUR 76 million.
The Group's production-related gross investments in 2007 totalled EUR 129.3 million (EUR 82.6m). Breakdown of investments by market area: Finland EUR 69.7 million, Sweden EUR 33.2 million and the Baltics EUR 12.9 million. In Poland, HKScan's share of Sokolów investments was EUR 13.5 million. Gross investments in the comparison year included buyouts of minority interests in Sokolów and Rakvere totalling EUR 17.7 million.
Major production-related investments in Finland included expansion of the Vantaa production facility to enable it to assume the production and logistics functions transferring from Turku and Tampere. In Sweden, the emphasis was on production technologies to boost competitiveness, such as a new pâté line and new slicing lines as well as the deployment of robotics at the Linköping processed meat plant and a Marel line in Skara to optimise beef cutting. In Estonia, a new meatpacking line was completed at the Rakvere Lihakombinaat plant to replace the original line of 17 years' standing. Construction on a new frankfurter department began at Rakvere in October. This largest individual investment ever at Rakvere will be completed in August 2008.
The Group's interest-bearing debt totalled EUR 514.5 million (EUR 196.7m) at the end of the fi nancial year. Interest-bearing debt in the net amount of EUR 171 million transferred to the company along with Scan AB. The cash consideration of EUR 76 million for the deal was fi nanced through a loan of corresponding value. Investments especially in modernising the business structure in Finland have increased the company's gearing.
In June, HKScan signed a EUR 550 million multi-currency fi -
The fi gure for 2003 is shown in accordance with Finnish Accounting Standards (FAS) *) Excluding Scan AB's purchase price in 2007.
Depreciation 2003-2007
The fi gure for 2003 is shown in accordance with Finnish Accounting Standards (FAS)
nancing agreement with an international syndicate of banks. The loan facility comprises a EUR 275 million seven-year amortising term loan and a EUR 275 million fi ve-year credit limit. This arrangement refi nanced most of HKScan's loan portfolio and it supports the company's future fi nancing needs. The loan is subject to ordinary covenants. The fi nancial covenants are gearing ratio and ratio of net debt to EBITDA.
In order to reduce the amount of assets tied up as working capital, the company sold trade receivables worth some EUR 25 million in the Finnish business in Q3.
At the end of the period under review, the equity ratio was 29.3 percent (43.7%). Increasing the equity ratio and strengthening cash fl ow are key tasks for the near future.
Practically all research and development in the HKScan Group concern involves normal product development, meaning the development of new products over a span of one to two years and the updating of products already on the market. A total of EUR 15.6 million (EUR 8.5m) was spent on R&D in 2007.
The Annual General Meeting held on 20 April 2007 approved the change in the company's business name from HK Ruokatalo Group Oyj to HKScan Oyj. The name in Swedish is HKScan Abp and in English HKScan Corporation. The re-naming had to do with the substantial expansion of the Group's international business. In addition, the AGM adopted the amendments to the Articles of Association mainly resulting from the new Limited Liability Companies Act, which entered into force on 1 September 2006. The change in business name and the amended Articles of Association entered into force on 30 April 2007.
The Board holds the authorisation granted by the AGM on 20 April 2007 to decide on acquiring a maximum of 3 500 000 Series A shares as treasury shares, equivalent to ca. 8.9% of total registered shares and 10.3% of total A Shares.
Treasury shares may only be acquired using unrestricted shareholders' equity. The company's own shares may be purchased for a price quoted in public trading on the purchase day or for a price otherwise determined by the market. In accordance with the Board decision of 7 May 2007, the company acquired 100 000 of its own A Shares between 14 May and 28 May 2007 in public trading on OMX Nordic Exchange. The authorisation is valid until 30 June 2008.
The Board of Directors also holds an authorisation to resolve on an issue of shares, share options as well as other equity instruments as referred to in Chapter 10, section 1 of the Limited Liability Companies Act. This authorisation concerns a maximum of 5 500 000 A Shares, corresponding to ca. 14.0% of all registered shares in the company.
The Board may resolve upon all the terms and conditions of the issue of shares and other equity instruments. The authorisation to issue shares shall cover the issuing of new shares as well as the transfer of the company's own shares. The issue of shares and other equity instruments may be implemented as a directed issue. The authorisation is valid until 30 June 2008. On 19 December 2007, the Board resolved to assign 59 976 A Shares to key employees in the share incentive scheme as incentive bonus for the 2006 earning period.
The authorisations were granted to provide the company's Board with fl exibility in deciding on capital market transactions necessary to the company, e.g. to secure its fi nancing needs, to execute mergers and acquisitions or to provide personnel incentives. A directed acquisition of own shares or directed share issue can only be executed for reasons of weighty fi nancial consequence to the company and the authorisation cannot be exercised in violation of the principle of shareholder equality.
The Group had an average workforce of 7 840 employees (4 418). The increase is attributable to the inclusion of Scan AB and its subsidiaries as of the beginning of 2007. The average number of employees in each market area during the year under review was as follows: Finland 2 517, Sweden 3 449 and the Baltics 1 874. In addition, Sokolów had an average of 5 172 employees.
The number of employees at the balance sheet date was 7 333, which breaks down by country as follows: Sweden 41.6%, Finland 30.5%, Estonia 22.2%, Latvia 3.0%, Poland (Scan) 1.4%, Denmark 0.6%, Lithuania 0.6%, England 0.1% and Russia 0.1%. The Sokolów Group employed an additional 5 419 persons at 31 December 2007.
The company has in place a share incentive scheme for the years 2006–2008. The purpose of the scheme is to foster the commitment of key employees to the achievement of the company's strategic and fi nancial targets while also making them long-term shareholders in the company.
The incentive scheme consists of three earning periods of one calendar year each: the years 2006, 2007 and 2008. The Board decides on the employees included in the scheme for each earning period and on the maximum bonus payable to them.
Any bonuses under the scheme are tied to Group net sales and return on capital employed. A maximum of 528 000 A Shares and cash in the amount needed to reimburse the key employees for taxes and fi scal charges arising at the time of transfer of the shares will be granted on the basis of the entire scheme. The bonuses will be paid after the end of each earning period partly in shares and partly in cash. The cash element is used to cover any taxes and fi scal charges arising from the shares. The persons shall hold on to the shares earned for at least three years from the end of the earning period.
The share element of the bonus payable to designated key employees for the fi rst earning period (2006) came to 59 976 A Shares in HKScan. These were assigned to their recipients in December 2007. In the 2007 earning period, the scheme concerns 20 key employees and the number of shares shall not exceed 180 000 A Shares in HKScan.
The most signifi cant risks faced by the HKScan Group in the near future involve the development of the price of raw materials and pork in particular in all market areas, the success of the pending transfers of production in Finland and Sweden, increasing the logistical reliability of deliveries in Finland and the success of the business development programme in Sweden. The possibility of animal diseases can also never be fully excluded in the food industry.
HKScan and its business units in Finland, Sweden, the Baltics and Poland constantly assess the risks relating to their business at both the operative and owner administration levels. Assessment also takes into account whether or not the risk management tools are appropriate in terms of quality and scope.
HKScan's fi nancial risks comprise foreign exchange risk, interest rate risk, credit risk and liquidity risk, which are hedged against in accordance with the principles defi ned in the Group's risk management policy.
The Group operates on the principle of causing minimum environmental impact during production. This principle is put into practice in Finland, Sweden, the Baltics and Poland, taking into account existing regulations and certifi cation processes at the local and EU level. Executive management in each market area is responsible for ensuring the appropriate organisation of environmental management.
Environmental management is a key component in the Group's enterprise system and environmental concerns are catered for at every stage of the core process. The company has in place an ISO 14001-certifed environmental management system at all HK Ruokatalo production plants in Finland, the Rakvere Lihakombinaat plants in Estonia and six Scan plants in Sweden. Other Scan facilities apply the BAS system, in which environmental efforts are managed by a local steering group responsible for setting environmental targets for plants and monitoring compliance. In Poland, the Sokolów plants operate according to good production practice under the ongoing supervision of the Polish veterinary authority.
In addition, all plants in the HKScan Group have in place an ISO 9001-certifed quality management system.
Environmental indicators and environmental benchmarking are currently being harmonised at the Group level in order to enhance environmental management. The fi rst stage will concern Sweden and Finland.
The deterioration of the international pork market which started in late 2007 continued in early 2008. It will signifi cantly erode the profi tability of the meat business and infl uence the entire company's performance in all markets, especially in Finland and the Baltics. The Group's Q1 EBIT will fall below the 2007 level. Fullyear comparable EBIT from operations in line with the previous year is projected, provided that the company's estimate of the pork market evening out in the latter half of the year is realised.
The parent company's distributable assets stood at EUR 79.8 million. This sum includes the reserve for invested unrestricted equity (RIUE), which holds EUR 66.7 million. The Board of Directors recommends that the company pays a dividend of EUR 0.27 per share for 2007, i.e. a total of EUR 10.6 million.
There have been no material changes in the company's fi nancial standing since the end of the year under review. The company maintains good liquidity and the recommended distribution of dividend will not in the Board's estimation compromise the company's solvency.
| 2007 | 2006 | 2005 | 2004 | 2003* | |
|---|---|---|---|---|---|
| Net sales, EUR million | 2 107.3 | 934.3 | 883.3 | 680.4 | 647.4 |
| Operating profi t/loss (EBIT), EUR million | 55.3 | 40.4 | 24.1 | 35.7 | 27.5 |
| - % of net sales | 2.6 | 4.3 | 2.7 | 5.2 | 4.2 |
| Profi t/loss before taxes, EUR million | 36.3 | 33.6 | 20.3 | 32.6 | 22.2 |
| - % of net sales | 1.7 | 3.6 | 2.3 | 4.8 | 3.4 |
| Return on equity (ROE). % | 9.2 | 11.9 | 7.7 | 14.6 | 10.7 |
| Return on investment (ROI), % | 7.2 | 10.1 | 7.4 | 12.3 | 9.8 |
| Equity ratio, % | 29.3 | 43.7 | 44.7 | 49.3 | 41.2 |
| Net gearing ratio, % | 137.0 | 76.2 | 71.0 | 55.3 | 88.2 |
| Gross investments, EUR million | 129.3 | 82.6 | 59.2 | 52.3 | 64.7 |
| - % of net sales | 6.1 | 8.8 | 6.7 | 7.7 | 10.0 |
| R&D expenditure, EUR million | 15.6 | 8.5 | 8.0 | 6.4 | 6.1 |
| - % of net sales | 0.7 | 0.9 | 0.9 | 0.9 | 0.9 |
| Employees, average | 7 840 | 4 418 | 4 541 | 4 713 | 5 034 |
| Per share data | |||||
| 2007 | 2006 | 2005 | 2004 | 2003* | |
| Earnings per share, EUR | |||||
| Earnings per share (EPS), undiluted, EUR | 0.72 | 0.79 | 0.46 | 0.76 | 0.55 |
| Earnings per share (EPS), diluted, EUR | 0.72 | 0.79 | 0.46 | 0.76 | 0.54 |
| Equity per share, EUR | 8.36 | 6.86 | 6.36 | 6.09 | 5.43 |
| Dividends | |||||
| Dividend paid per share, EUR | 0.27 1) | 0.27 | 0.27 | 0.29 | 0.28 |
| Dividend per share, EUR | 0.27 1) | 0.27 | 0.27 | 0.29 | 0.25 |
| Dividend of undiluted earnings, % | 37.7 1) | 34.2 | 58.2 | 38.4 | 45.4 |
| Dividend payout ratio, diluted, % | 37.7 1) | 34.2 | 58.2 | 38.4 | 46.5 |
| Effective dividend yield, % | 1.9 1) | 1.9 | 2.7 | 3.9 | 4.3 |
| Price/earnings ratio (P/E) | |||||
| - undiluted | 19.6 | 18.4 | 21.2 | 9.7 | 10.5 |
| - diluted | 19.6 | 18.4 | 21.2 | 9.7 | 10.8 |
| Highest trading price, EUR | 21.02 | 15.19 | 10.05 | 7.40 | 6.07 |
| Lowest trading price, EUR | 12.22 | 8.35 | 7.23 | 5.53 | 4.60 |
| Middle price during the fi nancial period, EUR | 16.54 | 11.02 | 9.17 | 6.28 | 5.48 |
| Market capitalisation, EUR million | 551.9 | 499.7 | 339.8 | 253.6 | 164.1 |
| Trading volume (1000 shares) | 17 842 | 21 389 | 11 395 | 10 359 | 7 074 |
| Trading volume, % | 53.4 | 73.6 | 39.2 | 43.1 | 31.4 |
| Weighted middle value of adjusted number | |||||
| of shares during the fi nancial period (1000) | 38 784 | 34 463 | 34 463 | 29 428 | 27 928 |
| Adjusted number of shares at end | |||||
| of fi nancial period, (1000) | 39 306 | 34 463 | 34 463 | 34 463 | 28 300 |
| * The fi gures for 2003 are shown in accordance with Finnish Accounting Standards (FAS). |
1) Based on the Board of Directors' recommendation
| Profi t before taxes – taxes | |||||
|---|---|---|---|---|---|
| Return on equity (%) | Total shareholders' equity (average) | x 100 | |||
| Profi t before taxes + interest and other fi nancial expenses | |||||
| Return on investment (%) | Balance sheet total – zero interest debts (average) | x 100 | |||
| Total shareholders' equity | |||||
| Equity ratio (%) | Balance sheet total – advances received | x 100 | |||
| Net interest–bearing debt – cash and cash equivalents | |||||
| Net gearing ratio (%) | Shareholders' equity | x 100 | |||
| Profi t for the period attributable to equity holders of the parent | |||||
| Earnings per share | Average adjusted number of shares during the fi nancial period | ||||
| Equity attributable to holders of the parent | |||||
| Equity per share | Average adjusted number of shares at the end of the fi nancial period | ||||
| Dividend per share | |||||
| Dividend per share | Coeffi cient of share issues after the fi nancial year | ||||
| Adjusted dividend per share | |||||
| Dividend payout ratio (%) | Earnings per share | x 100 | |||
| Dividend per share | |||||
| Effective dividend yield (%) | Adjusted closing price on the last trading day of the fi nancial year | x 100 | |||
| Adjusted closing price on the last trading day of the fi nancial year | |||||
| P/E ratio | Earnings per share | ||||
| Market capitalisation | The number of outside shares at the end of the fi nancial period multiplied by the closing price on the last trading day of the fi nancial period |
||||
| Employee numbers | Average of workforce fi gures calculated at the end of calendar months |
| Note | 2007 | 2006 | |
|---|---|---|---|
| Net sales | 1 | 2 107.3 | 934.3 |
| Change in inventories of fi nished goods and work in progress | 1.6 | -1.4 | |
| Work performed for own use and capitalised | 1.8 | 0.6 | |
| Other operating income | 3 | 9.7 | 8.5 |
| Share of associates' results | 1.5 | 0.0 | |
| Materials and services | 4 | -1 461.4 | -617.6 |
| Employee benefi ts expenses | 5 | -319.0 | -150.1 |
| Depreciation and amortisation | 6 | -52.4 | -29.0 |
| Impairment | 6 | 0.8 | -1.5 |
| Other operating expenses | 7 | -234.5 | -103.3 |
| EBIT | 55.3 | 40.4 | |
| Financial income | 8 | 9.1 | 1.9 |
| Financial expenses | 8 | -28.5 | -8.7 |
| Share of associates' results | 0.4 | 0.0 | |
| Profi t/loss before taxes | 36.3 | 33.6 | |
| Income taxes | 9 | -6.8 | -5.8 |
| Profi t/loss for the fi nancial year | 29.5 | 27.8 | |
| Profi t attributable to: | |||
| Equity holders of the parent | 27.8 | 27.2 | |
| Minority interests | 1.7 | 0.6 | |
| Total | 29.5 | 27.8 | |
| Earnings per share calculated on profi t attributable to equity holders of the parent | |||
| EPS, undiluted, continuing operations, EUR/share | 0.72 | 0.79 | |
| EPS, diluted, continuing operations, EUR/share | 0.72 | 0.79 | |
| Note | 2007 | 2006 | ||
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Intangible assets | 10 | 65.5 | 4.0 | |
| Goodwill | 11 | 85.1 | 53.9 | |
| Property, plant and equipment | 12 | 476.6 | 294.5 | |
| Investments in associates | 13 | 20.3 | 5.5 | |
| Trade and other receivables | 14 | 18.0 | 4.1 | |
| Available-for-sale investments / Other long-term investments | 14 | 11.4 | 0.3 | |
| Deferred tax asset | 15 | 8.3 | 2.2 | |
| Total non-current assets | 685.1 | 364.4 | ||
| Current assets | ||||
| Inventories | 16 | 140.2 | 58.4 | |
| Trade and other receivables | 17 | 244.9 | 112.1 | |
| Income tax receivable | 17 | 2.5 | 2.5 | |
| Other fi nancial assets | 18 | 3.7 | - | |
| Cash and cash equivalents | 18 | 53.2 | 12.1 | |
| Total current assets | 444.5 | 185.1 | ||
| Total assets | 1 129.6 | 549.5 | ||
| Equity and liabilities | ||||
| Share capital | 19 | 66.8 | 58.6 | |
| Share premium reserve | 19 | 73.4 | 72.9 | |
| Treasury shares | 19 | -0.7 | - | |
| Revaluation reserve and other reserves | 19 | 80.6 | 9.0 | |
| Translation differences | 19 | 3.0 | 5.4 | |
| Retained earnings | 19 | 105.5 | 90.5 | |
| Equity attributable to equity holders of the parent | 328.5 | 236.4 | ||
| Minority interest | 2.9 | 0.6 | ||
| Total shareholders' equity | 331.5 | 237.1 | ||
| Non-current liabilities | ||||
| Deferred tax liability | 15 | 34.0 | 12.2 | |
| Interest-bearing liabilities | 22,23 | 421.6 | 87.1 | |
| Non-interest bearing liabilities | 22 | 6.9 | 0.0 | |
| Pension obligations | 20 | 4.7 | 5.2 | |
| Provisions | 21 | 0.0 | 0.0 | |
| Total non-current liabilities | 467.2 | 104.4 | ||
| Interest-bearing liabilities | 22,23 | 92.9 | 109.6 | |
| Trade payables and other liabilities | 22 | 236.6 | 96.7 | |
| Income tax liability | 22 | 0.1 | 0.9 | |
| Provisions | 21 | 1.3 | 0.6 | |
| Total current liabilities | 330.9 | 208.0 | ||
| Total equity and liabilities | 1 129.6 | 549.5 | ||
| 2007 | 2006 | ||||
|---|---|---|---|---|---|
| Operating activities | |||||
| EBIT | 55.3 | 40.4 | |||
| Adjustments to EBIT | -1.6 | -1.4 | |||
| Depreciation and amortisation | 51.6 | 30.5 | |||
| Change in provisions | -8.1 | 0.9 | |||
| Change in net working capital | 50.1 | 6.3 | |||
| Financial income and expenses | -19.3 | -6.8 | |||
| Taxes | -6.8 | -5.5 | |||
| Net cash fl ow from operating activities | 121.2 | 64.4 | |||
| Investing activities | |||||
| Gross investments in PPE | -131.6 | -82.6 | |||
| Disposals of PPE | 15.8 | 6.4 | |||
| Investments in subsidiary | -70.1 | - | |||
| Loans granted | -4.0 | - | |||
| Repayments of loans receivable | 2.1 | - | |||
| Net cash fl ow from investing activities | -187.8 | -76.2 | |||
| Cash fl ow before fi nancing activities | -66.6 | -11.8 | |||
| Financing activities | |||||
| Current borrowings raised | 207.4 | - | |||
| Current borrowings repaid | -310.0 | - | |||
| Non-current borrowings raised | 522.1 | 24.2 | |||
| Non-current borrowings repaid | -297.1 | -3.6 | |||
| Change in long-term debtors | - | -0.2 | |||
| Dividends paid | -9.3 | -9.3 | |||
| Purchase of treasury shares | -1.8 | - | |||
| Net cash fl ow from fi nancing activities | 111.3 | 11.1 | |||
| Change in cash and cash equivalents | 44.7 | -0.7 | |||
| Cash and cash equivalents at 1.1. | 12.1 | 12.8 | |||
| Cash and cash equivalents at 31.12. | 56.8 | 12.1 | |||
| Share | Share | Revaluation | RIUE | Treasury | Other | Transl. | Ret. | Tot. | ||
|---|---|---|---|---|---|---|---|---|---|---|
| capital | premium | reserve | shares | reserves | diff. | earnings | ||||
| Shareholders' equity 1.1.2007 | 58.6 | 72.9 | 0.1 | - | - | 8.9 | 5.4 | 90.5 | 236.4 | |
| Cash fl ow hedging | ||||||||||
| Gains and losses recognised in equity | - | - | 2.9 | - | - | - | - | - | 2.9 | |
| Translation difference | - | - | - | - | - | - | -2.4 | - | -2.4 | |
| Other changes | - | - | - | - | - | - | - | -0.3 | -0.3 | |
| Transfers between items | - | - | - | - | - | 1.7 | - | -1.7 | 0.0 | |
| Net gains and losses | ||||||||||
| recognised directly in equity | 0.0 | 0.0 | 2.9 | - | - | 1.7 | -2.4 | -2.0 | 0.2 | |
| Profi t for the period | - | - | 27.8 | 27.8 | ||||||
| Total gains and losses | 0.0 | 0.0 | 2.9 | - | - | 1.7 | -2.4 | 25.8 | 28.0 | |
| Dividend distribution | - | - | - | - | - | - | - | -9.3 | -9.3 | |
| Share issue | 8.2 | - | - | 66.7 | - | - | - | - | 74.9 | |
| Purchase of treasury shares | - | - | - | - | -1.8 | - | - | - | -1.8 | |
| Payments made in treasury shares | - | - | - | - | 1.1 | - | - | -0.8 | 0.3 | |
| Share options exercised | - | 0.5 | - | - | - | 0.2 | - | -0.6 | 0.0 | |
| Total shareholders' equity 31.12.2007 | 66.8 | 73.4 | 3.0 | 66.7 | -0.7 | 10.8 | 3.0 | 105.5 | 328.5 | |
| Share | Share | Revaluation | RIUE | Treasury | Other | Transl. | Ret. | Tot. | ||
|---|---|---|---|---|---|---|---|---|---|---|
| capital | premium | reserve | shares | reserves | diff. | earnings | ||||
| Shareholders' equity 1.1.2006 | 58.6 | 72.9 | 1.0 | - | - | 8.6 | 4.8 | 73.2 | 219.1 | |
| Cash fl ow hedging | ||||||||||
| Gains and losses | ||||||||||
| recognised in shareholders' equity | - | - | -0.9 | - | - | - | - | - | -0.9 | |
| Translation difference | - | - | - | - | - | - | 0.6 | - | 0.6 | |
| Other changes | - | - | - | - | - | 0.3 | - | -0.6 | -0.3 | |
| Transfers between items | - | - | - | - | - | - | - | - | 0.0 | |
| Net gains and losses | ||||||||||
| recognised directly in equity | 0.0 | 0.0 | -0.9 | - | - | 0.3 | 0.6 | -0.6 | -0.6 | |
| Profi t for the period | - | - | - | - | - | - | - | 27.2 | 27.2 | |
| Total gains and losses | 0.0 | 0.0 | -0.9 | - | - | 0.3 | 0.6 | 26.6 | 26.6 | |
| Dividend distribution | - | - | - | - | - | - | - | -9.3 | -9.3 | |
| Total shareholders' equity 31.12.2006 | 58.6 | 72.9 | 0.1 | - | - | 8.9 | 5.4 | 90.5 | 236.4 |
HKScan Corporation is a Finnish public limited company established under the law of Finland. The company's registered offi ce is in Turku.
HKScan Corporation and its subsidiaries (together the Group) produce, sell and market pork, beef and poultry meat, processed meats and convenience foods to retail, the HoReCa sector, industry and export customers. The Group's brands are among the most recognised in their fi elds. Major brand names include HK, Kariniemen, Via, Scan, Pärsons, Rakvere, Tallegg, Rigas Miesnieks, Klaipedos Maistas and Sokolów.
The Group is active in Finland, Sweden, Estonia, Latvia, Lithuania, Poland, Denmark, the UK and Russia.
HKScan Corporation's A Share has been quoted on the OMX Nordic Exchange since 1997.
HKScan Corporation is a subsidiary of LSO Osuuskunta and part of the LSO Group. LSO Osuuskunta's registered offi ce is in Turku.
The Board of Directors of HKScan Corporation approved the publication of these fi nancial statements at its meeting of 25 February 2008. Under the Finnish Limited Liability Companies Act, shareholders may approve or reject the fi nancial statements at the Annual General Meeting held subsequent to their publication. The Annual General Meeting is also entitled to modify the fi nancial statements.
A copy of the HKScan Group's consolidated fi nancial statements can be viewed on the company's website at www.hkscan.com under Investor information/Annual and interim reports, or obtained from the parent company's head offi ce at Kaivokatu 18, FI-20520 Turku, Finland.
The consolidated fi nancial statements have been prepared in compliance with the International Financial Reporting Standards (IFRS) and the IAS and IFRS standards and SIC and IFRIC interpretations valid at 31 December 2007. International Financial Reporting Standards refers, in the Finnish Accounting Act and in the provisions given thereupon, to the standards approved for application within the EU according to the procedure as established in EU Regulation (EC) No. 1606/2002 and the interpretations thereof. The notes to the fi nancial statements also conform to Finnish accounting and corporate legislation supplementing IFRS requirements.
The Group adopted IFRS during 2005 and in this context applied the IFRS 1 First-Time Adoption standard. The transition date to IFRS was 1 January 2004 except for standard IAS 39, Financial Instruments: Recognition and Measurement, in respect of which the transition date was 1 January 2005.The differences arising from the adoption of IFRS are shown in reconciliation calculations, which can be found on the company's website at www.hkscan.com.
The consolidated fi nancial statements have been prepared under the historical cost convention except for fi nancial instruments and biological assets, which have been measured at fair value. The goodwill in respect of business mergers taking place before 2004 corresponds to the book value based on earlier accounting norms that has been used as the deemed cost according to IFRS.
The accounting policies in respect of subsidiaries have been changed to correspond to those of the parent company if required.
As of 1 January 2007, the Group has applied the following new or revised standards and interpretations:
-IFRS 7 Financial Instruments: Disclosures. The standard requires the disclosure of information both about the signifi cance of fi nancial instruments for an entity's fi nancial position and performance and about the nature and extent of risks arising from fi nancial instruments. The standard has increased the scope of the notes to the consolidated fi nancial statements.
-Amendment to IAS 1: Presentation of Financial Statements – Capital Disclosures. The amended standard requires the disclosure of data on the entity's capital and its management in the fi nancial year. The provisions have resulted in expansion of the notes to the consolidated fi nancial statements.
-IFRIC 8 Scope of IFRS 2, IFRIC 9 Reassessment of Embedded Derivatives, IFRIC 10 Interim Financial Reporting and Impairment. These interpretations have not affected the consolidated fi nancial statements.
The preparation of the fi nancial statements in accordance with IFRS standards requires management to make certain estimates and judgments in applying the accounting policies. Information on the judgments made by management in applying the accounting policies with the greatest impact on the reported fi gures is disclosed in the accounting policies under "Accounting policies requiring management judgments and factors of estimation uncertainty" and subsequently in the notes under "Impairment" and "Impairment testing".
Unless otherwise stated, the information in the consolidated fi nancial statements is given in millions of euros.
The consolidated fi gures for Scan AB have been consolidated into the Group as of 1 January 2007. No pro forma fi gures have been used in the comparison fi gures for 2006, rendering the years noncomparable. The company released pro forma information in the Offering Circular published on 3 April 2007. The unaudited pro forma consolidated income statement for the fi nancial year ending 31 December 2006 has been prepared with the assumption of the merger taking place on 1 January 2006. The unaudited pro forma consolidated balance sheet at 31 December 2006 has been prepared with the assumption of the merger taking place on 31 December 2006.
The current IAS 31 permits the proportionate consolidation of the fi gures for a joint venture (line by line consolidation). The standard will likely be amended to permit the application of the equity method only. The IASB has tentatively announced that mandatory application of the standard would only concern fi nancial years commencing on or after 1 January 2009. The new standard will signifi cantly alter both Group fi gures and the treatment of the Poland segment.
The preparation of the fi nancial statements requires management to make estimates and assumptions affecting the content and to exercise judgment in applying the accounting policies. Most of these estimates affect the possible impairment of goodwill and other assets as well as provisions. Actual results may differ from these estimates.
The consolidated fi nancial statements include the accounts of the parent company HKScan Corporation and its subsidiaries. Subsidiaries are companies over which the Group exercises control. Control arises when the parent company either directly or indirectly holds over half the voting rights or otherwise exercises control, for example, through agreements concluded with principal owners.
The consolidated fi nancial statements include the accounts of the parent company HKScan Corporation and the following subsidiaries that have or had business operations: HK Ruokatalo Oy, LSO Foods Oy and its subsidiary Lounaisfarmi Oy, Lihatukku Harri Tamminen Oy, Helanderin Teurastamo Oy and HK International Ab.
The consolidated fi nancial statements also include the accounts of the Scan AB subgroup (Sweden) as of 1 January 2007, the AS Rakvere Lihakombinaat subgroup (Estonia, Latvia and Lithuania), and AS Tallegg (Estonia).
Intragroup share ownership has been eliminated using the historical cost convention. Subsidiaries acquired are consolidated from the date the Group acquires a controlling interest in them. Purchase price is allocated to assets and liabilities according to their fair value at the time of acquisition. What remains is goodwill. All intragroup transactions, receivables and liabilities are eliminated upon consolidation. Intragroup distribution of profi t has also been eliminated.
Distribution of profi t for the fi nancial period to owners of the parent company and to minority interests is shown in the income statement and the share of equity attributable to minority interests is shown as a separate item in the balance sheet under shareholders' equity. The share of minority interests of accumulated losses is recognised in the consolidated accounts up to a maximum of the investment.
Associates are companies over which the company exercises a signifi cant infl uence, which arises when the Group holds 20–50% of a company's voting rights. Associates have been consolidated using the equity convention. If the Group's share of the losses of an associate exceeds the investment's carrying value, the investment is recognised as having no value and, unless the Group is committed to meeting the obligations of associates, no losses exceeding the carrying value are consolidated. Investments in associates include the goodwill arising on their acquisition. Dividends received from associates have been eliminated in the consolidated fi nancial statements. The associates mentioned below in Note 27, "Related party transactions", have been consolidated into the consolidated fi nancial accounts. The share of the profi t/loss of associates is presented below EBIT (and fi nancial expenses). However, if the operations taking place via such a unit are signifi cant to the Group, if for example a function important to the Group's business is managed by an associate, the share of the associate's result is presented above EBIT. Of the associates of Scan AB, Siljans Chark AB, Nyhlens & Hugosons Chark AB and Höglandsprodukter AB have been classifi ed as associates of this kind.
A joint venture is a company in which the Group exercises joint control with another party. The Group's share in the joint venture is consolidated proportionately line by line. The consolidated fi nancial statements include the Group's share of the joint venture's assets, liabilities, income and expenses. Since the start of 2005, the HKScan Group's joint venture Saturn Nordic Holding Group has been consolidated proportionately as a joint venture line by line.
More detailed information about Group companies and holdings in associates is presented below under "Related party transactions".
The result and fi nancial position of each of the Group's business units are measured in the currency of the main operating environment for that unit. The consolidated fi nancial statements are presented in euro (EUR), the operational and reporting currency of the Group's parent entity.
The assets and liabilities of foreign subsidiaries and the foreign joint venture are translated into euros at the average exchange rates confi rmed by the European Central Bank at the balance sheet date. The income statements are translated into euros using the average rate for the period. A translation difference arises from translating the result for the period at different rates in the income statement and balance sheet. This is recognised under equity. The translation differences arising in eliminating the acquisition cost of foreign subsidiaries and the joint venture are recognised in translation differences in the Group's equity.
| Income statement *) | Balance sheet | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| EEK SEK |
15.6466 9.2521 |
15.6466 9.2530 |
15.6466 9.4415 |
15.6466 9.0404 |
| PLN | 3.7831 | 3.8946 | 3.5935 | 3.8310 |
*) calculatory value of monthly average rates
Group companies recognise transactions in foreign currencies at the rate on the day the transaction took place. Trade receivables, trade payables and loans receivable denoted in foreign currencies and foreign currency bank accounts have been translated into the operational currency at the exchange rates quoted at the balance sheet date. Gains and losses arising from business transactions in foreign currencies and from the translation of monetary items have been recognised in fi nancial income and expenses in the income statement.
Property, plant and equipment have been measured at cost less accumulated depreciation and any impairment. Depreciation of assets is made on a straight-line basis over the expected useful life. No depreciation is made on land. The expected useful lives are as follows:
| Buildings | 25-50 years |
|---|---|
| Building machinery and equipment | 8-12.5 years |
| Machinery and equipment | 2-10 years |
The residual value and useful life of assets are reviewed in each fi nancial statement and if necessary adjusted to refl ect changes taking place in expected useful life.
Depreciation on property, plant and equipment ends when an item is classifi ed as being for sale in accordance with IFRS 5, Non– Current Assets Held for Sale and Discontinued Operations. Gains and losses arising on the disposal and discontinuation and assignment of property, plant and equipment are included either in other operating income or expenses.
Maintenance and repair costs arising from normal wear and tear are recognised as an expense when they occur. Major refurbishment and improvement investments are capitalised and depreciated over the remaining useful life of the main asset to which they relate.
As a rule, borrowing costs are recognised as an expense during the period in which they are incurred.
Government grants, for example grants from the State or the EU relating to PPE acquisitions, have been recognised as deductions in the carrying values of PPE when receipt of the grants and the Group's eligibility for them is reasonably certain. The grants are recognised as income in the form of lower depreciations over the useful life of the item. Grants received in reimbursement of expenses incurred are recognised as income in the income statement at the same time as the costs relating to the object of the grant are recognised as an expense. Grants of this kind are reported under other operating income.
Investment properties are properties that are held because of their rental income or a rise in value. The Group has no property classifi ed as investment properties.
Goodwill is that part of the acquisition cost exceeding the Group's share of the fair value of the net assets of a company acquired after 1 January 2004 at the time acquisition took place. Goodwill on the consolidation of transactions prior to this corresponds to the carrying value based on the earlier accounting norm which has been used as the deemed cost. The classifi cation or accounting treatment of these acquisitions was not adjusted when preparing the opening IFRS balance sheet of 1 January 2004. Most of the business mergers giving rise to consolidated goodwill took place prior to 1 January 2004. Goodwill increased in the year under review due to the acquisition of Scan AB.
Goodwill (and other intangible items that have an unlimited period of fi nancial impact) is no longer subject to regular depreciation but is tested yearly for impairment. For this reason goodwill is allocated to cash-generating units (CGU) or, in the case of an associate, is included in the acquisition cost of the associate concerned. Goodwill is measured according to the historical cost convention less impairments. Impairment losses are recognised in the income statement. Impairments recognised in respect of goodwill are not cancelled. See "Impairment" and "Impairment testing".
Research and development costs are charged as incurred and are included in other operating expenses in the income statement. Group development costs do not satisfy the requirements for capitalisation.
An intangible asset is recognised in the balance sheet only if its acquisition cost can be reliably determined and it is likely that the company will reap the expected economic benefi t of the asset. Intangible rights include trademarks and patents while items such as software licences are included in other intangible assets. Patents and software licences are recognised in the balance sheet at cost and are depreciated on a straight-line basis during their useful life, which varies from fi ve to ten years. No depreciation is made on intangible assets with an unlimited useful life. These are, however, subject to annual cash fl ow-based impairment testing. See under "Impairment" and "Impairment testing".
Brands have been estimated to have unlimited useful life. The good recognition of the brands and analyses performed support the view of management that the brands will affect cash fl ow generation for an indeterminate period of time.
Inventories are measured at the acquisition cost or probable net realisable value, whichever is the lower. The acquisition cost is determined using the weighted average price method. The acquisition cost of fi nished and unfi nished products is calculated to include the cost of raw materials, indirect work, other direct costs, variable acquisition and production costs, fi xed overheads and depreciation on acquisition and production. Overheads and depreciation are allocated to inventories in accordance with the normal used capacity. Net realisable value is the estimated sales price obtainable in the course of ordinary business less the costs of completion and selling expenses.
Biological assets, which in the case of the HKScan Group mean live animals, are recognised in the balance sheet at fair values less estimated sales-related expenses, in accordance with IAS 41. The group's live slaughter animals are measured at market price. Animals producing slaughter animals (sows, boars, mother hens) have been measured at cost, less an expense corresponding to a reduction in use value caused by ageing.
Leases applying to tangible assets where the Group assumes a substantial part of the risks and benefi ts of ownership are classifi ed as fi nance leases. These items are recognised in the balance sheet at the fair value of the asset leased at the commencement of the lease or at the present value of minimum lease payments, whichever is the lower. Assets acquired under fi nance leasing are subject to depreciation within the fi nancial impact of the asset or the lease period, whichever is the shorter. Lease payments are divided into fi nance expenses and debt amortisation during the lease period. Leasing commitments are included in interest-bearing liabilities. It is mostly companies in the Baltics that have fi nance leasing agreements.
Leases where the lessor assumes a substantial part of the risks and benefi t of ownership are treated as other leases. These payments are recognised as an expense in the income statement on a linear basis.
The carrying amounts of the Group's assets are reviewed at each balance sheet date to see whether or not there are any indications of impairment. If such an indication exists, the recoverable amount of the asset is estimated. An impairment loss is recognised if the carrying value of the asset exceeds the recoverable amount for the asset. The recoverable amount is estimated annually for goodwill and intangible assets with unlimited useful life regardless of whether there are indications of impairment. The need for impairment is reviewed at the level of cash-generating units, in other words the smallest group of assets that includes the asset under review, which is largely independent of other units and has a cash fl ow that can be separated from other cash fl ows. See "Accounting policies requiring management judgments and factors of estimation uncertainty" and "Goodwill".
Goodwill was tested for impairment applying IAS 36 as required by the transition standard on 1 January 2004, the transition date to IFRS. Subsequent testing was carried out on 31 December 2004, 31 December 2005, 31 December 2006 and 31 December 2007. Testing showed no need for depreciation arising from impairment.
Pension plans are classifi ed as defi ned benefi t plans and defi ned contribution plans. In defi ned contribution plans, the Group makes fi xed payments to a separate entity. The Group is under no legal or actual obligation to make additional payments in the event that the entity collecting pension payments is unable to meet its obligations to pay the pension benefi ts in question. Any pension plan that does not meet these criteria is a defi ned benefi t plan.
Statutory pension cover for Finnish Group companies has been arranged through pension insurance. Pension plans in respect of companies outside Finland have been made in accordance with local regulations and practice. In defi ned contribution plans, such as the Finnish employment pension scheme (TyEL) and the Swedish ITP-plan, pension plan contributions are recognised in the income statement during the fi nancial year in which they are incurred. All pension cost calculations are based on actuarial valuations prepared annually by the local authorities or authorised actuaries.
The obligations arising from the Group's defi ned benefi t plans are calculated separately for each plan. Pension costs are recognised as an expense over the relevant persons' employment on the basis of calculations performed by authorised actuaries. The Group has no defi ned benefi t plans apart from the pension liability for the former CEO of the parent company. The company's pension commitment in respect of the defi ned benefi t relating to this was EUR 3.2 million at 31 December 2007.
Owing to the outsourcing of pension funds, the insurance company invoices the future index-linked increments on pensions each year. The pension obligations in the balance sheet mostly comprise the pension commitment in respect of the parent company's former CEO and of provisions for changes in the disability pension business.
The Board of HKScan resolved on 21 December 2006 to introduce a share incentive scheme as part of the incentive and commitment scheme for key employees. The share incentive scheme offers its target group an opportunity of receiving shares in HKScan as a reward for achievement of set targets during three earning periods. The proportion of the maximum award paid to key employees is determined on how well the targets are met. The Board decides the criteria and targets for each earning period at the beginning of the earning period. The award payable under the scheme in the 2006 earning period was tied to Group operating profi t (EBIT, 70% weight) and return on capital employed (ROCE, 30% weight). The award under the scheme is paid to the key employee after the earning period as a combination of shares and cash. Cash is paid in the amount needed for taxes and fi scal charges arising from the shares granted at the grant date. No award is paid to persons whose employment ends before the end of the earning period.
A maximum of 528 000 shares and cash in the amount needed to reimburse the key employees for taxes and fi scal charges arising at the time of transfer of the shares will be granted on the basis of the entire scheme. The basic information and events concerning the share incentive scheme appear in the following table:
| Earning period 2006 | Earning period 2007 | |
|---|---|---|
| Grant date | 1.1.2006 | 1.1.2007 |
| Nature of award | Shares and cash | Shares and cash |
| Target group | Key employees | Key employees |
| Maximum number of incentive shares * | 96 000 | 180 000 |
| Amount of cash corresponding to | ||
| incentive shares (no. of shares) * | 113 109 | 180 000 |
| Trading price at grant date | EUR 14.75 | EUR 17.68 |
| Fair value at grant date ** | EUR 14.48 | EUR 17.41 |
| Trading price at end of fi nancial year | EUR 14.04 | EUR 14.04 |
| Earning period begins, date | 1.1.2006 | 1.1.2007 |
| Earning period ends, date | 31.12.2006 | 31.12.2007 |
| Release date of shares | 31.12.2009 | 31.12.2010 |
| Criteria | EBIT (70%) and ROCE (30%) | EBIT (70%) and ROCE (30%) |
| Term of employment | Term of employment | |
| Obligation to hold shares, years | 3 | 3 |
| Remaining binding period, years | 2 | 3 |
| Persons (31 December 2007) | 6 | 20 |
* Cash element of share award expressed in shares
** Trading price at grant date less estimated expected dividend for earning period
| Earning period 2006 | Earning period 2007 | Financial year 2007 tot. | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | Change | ||||||||
| in fi nanc. | in fi nanc. | in fi nanc. | ||||||||
| year, | year, | year, | ||||||||
| Gross amounts | 1.1.07 | no. | 31.12.07 | 1.1.07 | no. | 31.12.07 | 1.1.07 | no. | 31.12.07 | |
| Awards granted | ||||||||||
| (share + cash) | ||||||||||
| expressed as shares | 209 109 | 0 | 209 109 | 0 | 360 000 | 360 000 | 209 109 | 360 000 | 569 109 | |
| Shares forfeited | 0 | 24 000 | 24 000 | 0 | 0 | 0 | 0 | 24 000 | 24 000 | |
| Shares paid | 0 | 130 641 | 130 641 | 0 | 0 | 0 | 0 | 130 641 | 130 641 | |
| Shares expired | ||||||||||
| (incl. forfeited shares) | 0 | 78 468 | 78 468 | 0 | 0 | 0 | 0 | 78 468 | 78 468 | |
** The amounts include the cash element (as shares) granted under the share incentive scheme.
| Parameters used in calculating fair value | Earning period 2006 | Earning period 2007 |
|---|---|---|
| Awards granted (share + cash) expressed as shares | 209 109 | 360 000 |
| Trading price at grant date | EUR 14.75 | EUR 17.68 |
| Presumed dividend | EUR 0.27 | EUR 0.27 |
| Fair value at grant date ** | EUR 14.48 | EUR 17.41 |
| Trading price at balance sheet date | EUR 14.04 | EUR 14.04 |
| Assumed shares to be forfeited before allocation | 12.5% | 0.0% |
| Assumed shares to be forfeited during binding period | 0.0% | 10.0% |
| Exercise assumption of criteria *** | 71.4% | 40.0% |
| Fair value of share award at grant date, EUR | 1 910 756 | 2 401 128 |
| Fair value of share award at 31 Dec 2007, EUR | 1 782 045 | 2 139 048 |
| Impact on earnings in 2007 fi nancial year, EUR | 747 522 | 1 042 614 |
** Trading price at grant date less estimated expected dividend for earning period
*** The amount of the award for the earning period is determined by the end of the April following each earning period on the basis of achievement of targets. The table is based on the best possible estimate available to the company at 31 December 2007 of the number of shares it expects to be granted.
According to IFRS 2, share incentive schemes shall be measured at fair value at time of grant and expensed over the vesting period. As the share incentive award is paid as a combination of shares and cash, fair value measuring is split into two parts as provided in the IFRS 2 standard: equity-settled and cash-settled transactions. Equity-settled transactions are recognised under shareholders' equity and cash-settled transactions under liabilities. The fair value of the share-based payment at the time of grant was the trading price of the HKScan share. Comparably, the fair value of the cashsettled award is re-assessed at each reporting date until the end of the earning period and the fair value of the liability thus refl ects changes in HKScan's share price.
A total of 360 000 shares concerning the 2007 earning period were granted in the year under review. Share awards valued at 130 641 shares, i.e. 59 976 shares and cash in the amount of EUR 913 593 to cover taxes and fi scal charges arising from the shares at the grant date were paid in the year under review on the basis of the 2006 earning period. The combined earnings impact of the share awards in effect in the year under review came to EUR 1.8 million.
A provision is recognised when the Group has a legal or actual obligation as the result of a past event, it is likely that the payment obligation will be realised and the magnitude of the obligation can be reliably estimated.
A restructuring provision is made when the Group has compiled a detailed restructuring plan and launched its implementation or announced the plan. No provision is made for expenses relating to the Group's continuing operations.
The income tax expense in the income statement consists of tax based on taxable income and deferred tax. The tax impact relating to items recognised directly in shareholders' equity is correspondingly recognised as part of shareholders' equity. Tax based on taxable income in the fi nancial year is calculated from taxable income on the basis of the tax law of the domicile of each company. Taxes are adjusted with any taxes relating to previous fi nancial years.
Deferred tax asset and liabilities are calculated on all temporary differences in bookkeeping and taxation using the tax rate valid at the balance sheet date or expected date the tax is paid. The most signifi cant temporary differences arise from depreciation on PPE, measurement to fair value of derivative instruments, defi ned benefi t pension plans, unclaimed tax losses and measurements to fair value in connection with acquisitions. No deferred tax is recognised on non-deductible goodwill.
The deferred tax liability relating to the retained earnings of foreign group companies has not been recognised, as the assets are used to safeguard the foreign companies' own investment needs. The distributable assets of the Baltic companies came to a total of EUR 49.9 million.
Revenue from the sale of goods is recognised when the signifi cant risks and benefi ts of ownership have been transferred to the buyer. Revenue is shown as a net value, with value added tax, discounts and other sales adjustments subtracted from sales income. Revenue from service provision is recognised in the fi nancial year in which the service is performed.
Depending on their nature, the Group's fi nancial assets are classifi ed on acquisition into the following categories: 1) fi nancial assets held for trading, 2) loans and other receivables and 3) availablefor-sale fi nancial assets. The Group recognises fi nancial assets and liabilities in the balance sheet when it becomes party to the contract terms of the instrument. Derivatives that do not satisfy hedge accounting are classifi ed as held for trading. The items in the category are measured at fair value. Profi ts and losses arising from changes in fair value, whether realised or unrealised, are recognised in the income statement in the fi nancial year in which they arise. The majority of the Group's fi nancial assets consist of loans and other receivables in non-current assets. Loans receivable are recognised in the balance sheet at the acquisition cost and are regularly and systematically assessed in relation to the security available. Interest on receivables is included in fi nancial items. Available-for-sale fi nancial assets consist of assets not belonging to derivative assets which have been specifi cally designated into this category or which have not been classifi ed in another category. These comprise e.g. shares and interest-bearing investments.
Cash and cash equivalents comprise cash, demand deposits and other highly liquid short-term investments maturing in less than three months. Current accounts with overdraft facilities are included in current interest-bearing liabilities in the balance sheet.
The Group's fi nancial liabilities comprise primarily of short- and long-term bonds and credit limit facilities from fi nancial institutions and the commercial paper programme.
At each balance sheet date, the Group assesses whether there is any objective evidence of the impairment of an individual fi nancial asset item or a group of fi nancial assets. Trade receivables are recognised in accordance with the original amount invoiced. All credit losses on trade receivables have been recognised as an expense when there is objective evidence that the receivable is impaired. Signifi cant fi nancial diffi culties on the part of a debtor, the likelihood of bankruptcy or debt reorganisation and payment default constitute evidence of the impairment of trade receivables.
Gains and losses arising from the assessment of fair value are treated in the income statement in the manner determined by the purpose of the derivative. Derivatives excluded from hedge accounting as defi ned in IAS 39 are recognised in the income statement. Derivatives treated as hedge accounting instruments and which are effective are shown congruently with the hedged item.
At the start of a hedging relationship, both the risk to be hedged and the hedging relationship are documented in accordance with hedge accounting policies and in compliance with the company's adopted risk management principles. The effectiveness of a hedging relationship is established before hedge accounting commences and thereafter at least quarterly each year.
The change in the fair value of the effective portion of derivative instruments that meet cash fl ow hedging requirements are recognised directly in shareholders' equity in the hedging reserve and in the income statement in respect of the ineffective portion. The cumulative gains or losses accumulating in the hedging reserve are recognised in the income statement under fi nancial income and expenses when the hedged business operation takes place. When a hedging instrument matures, is sold, the hedging relationship is noted as being ineffective or is closed, the cumulative gain or loss on the hedging instrument earlier recognised in equity when the hedge was effective remains separate recognised in equity until the transaction forecast occurs. The cumulative gain or loss is recognised immediately in the income statement if the transaction forecast is no longer expected to occur. The ineffective portion of the hedging relationship is recognised in the income statement under fi nancial income and expenses. The fair values of derivatives are shown in the balance sheet as current assets and liabilities.
During the year under review, cash fl ow hedge accounting was in use to hedge against a forecast change in the spot market price of electricity. The Group has used electricity futures as the hedging instrument. The hedging of the net investment in a foreign unit (Scan AB) is treated in accounting in the same manner as cash fl ow hedging. Loans denominated in foreign currency are the hedging instrument used in these.
Despite the fact that some hedging relationships satisfy the Group's risk management hedging criteria, they do not satisfy hedge accounting as defi ned in IAS 39 or the Group does not apply hedge accounting to them. These include currency futures that the Group uses to hedge net currency positions and the hedging of the net investment denominated in EEK.
Share capital is reported as the A and K Shares held outside the company. Any repurchase of its own shares by the company is deducted from shareholders' equity.
Earnings per share are calculated by dividing the profi t for the fi nancial year attributable to shareholders of the parent company by the weighted average number of shares issued. Since the parent company has no option or other programmes that would cause dilution, the fully diluted number of shares is the same.
Dividends recommended by the Board of Directors to the Annual General Meeting are not deducted from distributable equity until approved by the Annual General Meeting.
The concept of EBIT is not defi ned in IAS 1: Presentation of Financial Statements. The Group employs the following defi nition: EBIT is the net sum arrived at by adding other operating income and the share of pre-determined associates' results (see Associates) to net sales, deducting from this purchase costs adjusted by change in stocks of fi nished and unfi nished products and costs arising from production for own use as well employee benefi t expenses, depreciation and impairment losses, if any, and other operating expenses. All income statement items except those mentioned above are presented below EBIT.
The division of segments is based on the Group's organisation and Board of Directors and Group management reporting. The management of the HKScan Group tracks the profi tability of business operations by market area. The Group's primary reporting segments are geographical segments: Finland, Sweden, the Baltics and Poland. The Polish market has been shown as a separate segment since 1 January 2005 and the Swedish market since 1 January 2007. The HKScan Group has one business segment: meat processing.
The assets and liabilities of the segments are items that are either directly or fairly allocated to the business of the relevant segment. Segment assets include tangible and intangible assets, shares in associates, inventories and zero-interest receivables. Segment liabilities include current non-interest bearing liabilities. Unallocated items include fi nancial and tax items and items common to the entire Group.
| Finnish | Baltic | Polish | Swedish | Elimi- | Un- | Group | |
|---|---|---|---|---|---|---|---|
| operations | operations | operations | operations | nations | allocated | total | |
| Income statement information | |||||||
| External sales | 663.6 | 141.6 | 219.8 | 1 082.3 | - | - | 2 107.3 |
| Internal sales | 10.6 | 3.7 | 1.1 | 29.6 | -45.0 | - | 0.0 |
| Net sales | 674.3 | 145.3 | 220.9 | 1 111.9 | -45.0 | - | 2 107.3 |
| Segment EBIT | 17.8 | 10.7 | 3.7 | 23.0 | - | - | 55.3 |
| Unallocated items | - | - | - | - | - | ||
| EBIT | 17.8 | 10.7 | 3.7 | 23.0 | - | - | 55.3 |
| Financial income and expenses | - | - | - | - | - | -19.4 | -19.4 |
| Share of associates' results | 0.3 | - | - | 0.1 | - | - | 0.4 |
| Income taxes | - | - | - | - | - | -6.8 | -6.8 |
| Result for the fi nancial year | |||||||
| from continuing operations | 12.7 | 10.6 | 1.8 | 4.3 | - | - | 29.5 |
| Result for the fi nancial year | 12.7 | 10.6 | 1.8 | 4.3 | - | - | 29.5 |
| Balance sheet information | |||||||
| Segment assets | 342.0 | 114.2 | 131.9 | 430.2 | - | - | 1 018.3 |
| Shares in associates | 5.7 | - | - | 14.6 | - | - | 20.3 |
| Unallocated assets | - | - | - | - | 91.0 | 91.0 | |
| Total assets | 347.7 | 114.2 | 131.9 | 444.8 | - | 91.0 | 1 129.6 |
| Segment liabilities | 92.6 | 15.6 | 27.4 | 134.7 | -21.6 | - | 248.6 |
| Unallocated liabilities | - | - | - | - | - | 549.5 | 549.5 |
| Total liabilities | 92.6 | 15.6 | 27.4 | 134.7 | -21.6 | 549.5 | 798.1 |
| Other information | |||||||
| Sales, goods | 661.4 | 141.4 | 213.4 | 1 082.3 | - | - | 2 098.5 |
| Sales, services | 2.3 | 0.2 | 6.3 | 0.0 | - | - | 8.8 |
| Investments | 69.7 | 12.9 | 13.5 | 33.2 | - | - | 129.3 |
| Depreciation and amortisation | -17.8 | -6.9 | -6.6 | -21.1 | - | - | -52.4 |
| Impairment | 0.8 | - | - | - | - | - | 0.8 |
| Goodwill | 12.7 | 19.1 | 22.4 | 31.0 | - | - | 85.1 |
| Primary segment 2006 (EUR million) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Finnish | Baltic | Polish | Swedish | Elimi- | Un- | Group | ||
| operations | operations | operations | operations | nations | allocated | total | ||
| Income statement information | ||||||||
| External sales | 605.5 | 126.2 | 202.6 | - | - | - | 934.3 | |
| Internal sales | 2.5 | 4.6 | 1.0 | - | -8.2 | - | 0.0 | |
| Net sales | 608.0 | 130.8 | 203.6 | - | -8.2 | - | 934.3 | |
| Segment EBIT | 21.8 | 12.6 | 6.0 | - | - | - | 40.4 | |
| Unallocated items | - | - | - | - | - | - | ||
| EBIT | 21.8 | 12.6 | 6.0 | - | - | - | 40.4 | |
| Financial income and expenses | - | - | - | - | - | -6.8 | -6.8 | |
| Share of associates' results | 0.0 | - | - | - | - | - | 0.0 | |
| Income taxes | - | - | - | - | - | -5.8 | -5.8 | |
| Result for the fi nancial year | ||||||||
| from continuing operations | 11.9 | 12.1 | 3.8 | - | - | - | 27.8 | |
| Result for the fi nancial year | 11.9 | 12.1 | 3.8 | - | - | - | 27.8 | |
| Balance sheet information | ||||||||
| Segment assets | 319.7 | 84.9 | 105.6 | - | 14.1 | - | 524.4 | |
| Shares in associates | 5.5 | - | - | - | - | - | 5.5 | |
| Unallocated assets | - | - | - | - | - | 19.6 | 19.6 | |
| Total assets | 325.3 | 84.9 | 105.6 | - | 14.1 | 19.6 | 549.5 | |
| Segment liabilities | 68.2 | 13.3 | 20.8 | - | -0.9 | - | 101.5 | |
| Unallocated liabilities | - | - | - | - | - | 210.9 | 210.9 | |
| Total liabilities | 68.2 | 13.3 | 20.8 | - | -0.9 | 210.9 | 312.4 | |
| Other information | ||||||||
| Sales, goods | 605.3 | 126.1 | 192.4 | - | - | - | 923.3 | |
| Sales, services | 0.2 | 0.1 | 10.7 | - | - | - | 11.0 | |
| Investments | 59.8 | 9.7 | 13.1 | - | - | - | 82.6 | |
| Depreciation and amortisation | -17.1 | -6.4 | -5.6 | - | - | - | -29.0 | |
| Impairment | -1.5 | - | - | - | - | - | -1.5 | |
| Goodwill | 12.7 | 19.0 | 22.2 | - | - | - | 53.9 |
The Group expanded signifi cantly with the early 2007 acquisition by HKScan Corporation of the entire business of Swedish Meats, which was incorporated into Scan AB prior to the sale. The deal was signed on 29 January 2007 but operational responsibility transferred to HKScan Corporation already on 1 January 2007.
The purchase price was paid in part with a directed issue to Swedish Meats: 4 843 000 A Shares in HKScan Corporation. The fair value of the share contribution was EUR 75.3 million. Fair value is based on HKScan Corporation's share price at 29 January 2007 (EUR 15.55). The number of shares issued is equal to ca. 12.3 percent of the share capital of HKScan Corporation and ca. 3.4 percent of votes subsequent to the share issue. Subsequent to the share issue and the stock swap to be executed with LSO Osuuskunta, communicated in the release of 13 December 2006, Swedish Meats' holding in HKScan Corporation consists of 4 178 000 A Shares and 665 000 K Shares, equal to 12.32 percent of the company's shares and votes. The directed issue to Swedish Meats resulted in the share capital of HKScan Corporation rising from EUR 58 587 428.10 to EUR 66 820 528.10. The increase in share capital was entered in the Trade Register on 5 February 2007.
In addition to the share consideration, the purchase price also consisted of a cash consideration of approximately EUR 76 million (SEK 692 million). A further element of the deal was HKScan Corporation assuming liability for Swedish Meats' debt amounting to a net value of some EUR 171 million or SEK 1.6 billion. The sum of some EUR 7 million (ca. SEK 66 million) will be paid over the next fi ve years in additional purchase price, conditional however on the repayment to Scan AB of certain Swedish Meats' membership loans of equivalent value.
Before measurement to fair value of the balance sheet to be acquired, goodwill amounted to some EUR 50 million. At the time the deal was announced, it was stated that purchase price would be allocated to intangible assets under brands. A key rationale for the deal was the acquisition of Sweden's leading meat sector brand. The purchase price allocation process completed at the end of the year involved remeasurement to fair value of Scan AB's assets acquired and debts assumed. In the remeasurement, a value of EUR 46.8 million was allocated to Scan's brands based on the company's own estimates and external evaluations commissioned by the company and the seller. The fair values of the production plants affected by the effi ciency programme announced in May 2007 in continuation of the production consolidation programme launched by Swedish Meats in 2006 were measured at EUR 23 million below original carrying values. No material differences between carrying value and fair value were found in respect of the other assets acquired and debts assumed. The remaining goodwill of EUR 31.9 million is based on HKScan's stronger position as one of the leading northern European meat companies and the potential for substantial synergy benefi ts i.a. in purchasing, production and marketing.
The following assets and liabilities were recognised on the object of acquisition:
| Fair values recognised | Carrying values | ||
|---|---|---|---|
| on merger | prior to merger | ||
| HKScan Group | Scan AB | ||
| 2007 | 2007 | ||
| Intangible assets | 1. | 61.6 | 14.8 |
| Goodwill (in Scan group's balance sheet) | 16.7 | 16.7 | |
| Property, plant and equipment | 2. | 122.3 | 145.3 |
| Deferred tax assets and other receivables | 3. | 35.2 | 28.8 |
| Inventories | 61.2 | 61.2 | |
| Trade receivables | 146.3 | 146.3 | |
| Cash and cash equivalents | 16.7 | 16.7 | |
| Total assets | 460.0 | 429.8 | |
| Minority interest | 2.5 | 2.5 | |
| Provisions | 8.9 | 8.9 | |
| Deferred tax liability | 4. | 17.4 | 4.3 |
| Non-current liabilities | 106.5 | 106.5 | |
| Current liabilities | 178.2 | 178.2 | |
| Total liabilities | 313.5 | 300.4 | |
| Net assets | 146.5 | 129.4 | |
| Purchase price | 157.2 | 157.2 | |
| Expenditure on experts | 4.5 | 4.5 | |
| Total purchase price | 161.7 | 161.7 | |
| Goodwill arising on transaction | 15.2 | ||
| Goodwill shown on Scan's balance sheet | 16.7 | ||
| Total goodwill | 31.9 | ||
| Recognitions: | |||
| 1. Remeasurement to fair value of intangible assets | 46.8 | ||
| 2. Remeasurement to fair value of fi xed assets | -23.0 | ||
| 3. Deferred tax asset on remeasurement | 6.4 | ||
| 4. Deferred tax liability on remeasurement | 13.1 | ||
| Cash consideration paid | 76.2 | ||
| Cash and cash equivalents of subsidiary acquired | -16.7 | ||
| Cash fl ow effect | 59.5 | ||
| 3. Other operating income | 2007 | 2006 |
|---|---|---|
| Rental income | 2.4 | 0.8 |
| Gain on disposal of non-current assets | 1.7 | 4.5 |
| Other operating income | 5.6 | 3.2 |
| Other operating income | 9.7 | 8.5 |
| 4. Materials and services | ||
| Purchases during the fi nancial year | -1 392.3 | -530.0 |
| Increase/decrease in inventories | 64.1 | -4.1 |
| Materials and supplies | -1 328.2 | -534.1 |
| External services | -133.2 | -83.5 |
| Materials and services | -1 461.4 | -617.6 |
| 5. Employee benefi ts expenses | ||
| Salaries and fees | -249.1 | -128.8 |
| Pension expenses, defi ned contribution plans | -63.4 | -14.3 |
| Pension expenses, defi ned benefi t plans | 0.1 | -0.6 |
| Total pension expenses | -63.3 | -14.9 |
| Other social security costs | -6.6 | -6.4 |
| Other social security costs | -6.6 | -6.4 |
| Employee benefi ts expenses | -319.0 | -150.1 |
| Managing directors and vice presidents | 4.3 | 1.5 |
| Board members | 0.7 | 0.5 |
| Management salaries, fees and benefi ts | 5.0 | 2.0 |
| Average number of employees during the fi nancial year | ||
| White-collar staff | 1 582 | 938 |
| Blue-collar staff | 6 258 | 3 480 |
| Total | 7 840 | 4 418 |
| Additionally, the Sokolów Group in Poland employed an average of 5 172 persons in 2007. | ||
| 6. Depreciation and impairment | -52.4 | -29.0 |
| Depreciation according to plan | -52.4 | -29.0 |
| Depreciation and amortisation | ||
| -0.2 | -2.0 | |
| Impairment charge for non-current assets | 1.0 | 0.5 |
| Impairment charge reversals for non-current assets | 0.8 | -1.5 |
| Impairment | ||
| -51.4 | -30.5 | |
| Total |
| 7. Other operating expenses | |||
|---|---|---|---|
| Rents/leases | -9.0 | -5.5 | |
| Loss on disposal of non-current assets | -0.2 | -0.2 | |
| R&D costs | -15.6 | -8.5 | |
| Non-statutory staff costs | -4.8 | -4.2 | |
| Energy | -31.7 | -19.9 | |
| Maintenance | -33.2 | -20.0 | |
| Advertising, marketing and entertainment costs | -56.6 | -32.1 | |
| Service, information management and offi ce costs | -20.9 | -9.7 | |
| Other costs | -62.5 | -3.2 | |
| Total other operating expenses | -234.5 | -103.3 | |
The Group's audit fees paid to PricewaterhouseCoopers, its principal independent auditors, are presented in the table below. The audit fees are in respect of the audit of the annual accounts and legislative functions closely associated therewith. Other expert services include tax consulting and advisory services in corporate arrangements. The fi gures also include the audit fees in Poland (BDO Poland).
| 2007 | 2006 | ||
|---|---|---|---|
| Audit fees | -0.6 | -0.2 | |
| Other expert services | -0.6 | -0.4 | |
| Audit fees, total | -1.2 | -0.6 | |
| 8. Financial income and expenses | 2007 | 2006 | |
| Other interest and fi nancial income from others | 4.9 | 1.4 | |
| Other fi nancial income | 4.9 | 1.4 | |
| Foreign exchange gains | 4.3 | 0.4 | |
| Unrealised gains on fair value measurement | -0.1 | 0.1 | |
| Total fi nancial income | 9.1 | 1.9 | |
| Other interest and fi nancial expenses to parent entity | -0.1 | -0.2 | |
| Other interest and fi nancial expenses | -23.8 | -7.9 | |
| Total other interest and fi nancial expenses | -23.9 | -8.1 | |
| Foreign exchange losses | -4.6 | -0.6 | |
| Total fi nancial expenses | -28.5 | -8.7 | |
| Total fi nancial income and expenses | -19.4 | -6.8 | |
| 9. Income taxes | ||
|---|---|---|
| Cumulative tax rate reconciliation | 12 / 2007 | 12 / 2006 |
| Income taxes | ||
| Income tax on ordinary operations | -2.9 | -5.5 |
| Tax for previous fi nancial years | -0.4 | -0.4 |
| Change in deferred tax liabilities and assets | -3.5 | 0.0 |
| Other direct taxes | 0.0 | 0.0 |
| Income tax on ordinary operations | -6.8 | -5.8 |
| Accounting profi t/loss before taxes | 36.3 | 33.6 |
| Deferred tax at parent company's tax rate | -9.4 | -8.7 |
| Effect of different tax rates applied to foreign subsidiaries | 2.4 | 3.5 |
| Tax-free income | 0.3 | 0.0 |
| Non-deductible expenses | 0.3 | -0.2 |
| Tax for previous fi nancial years | -0.4 | -0.4 |
| Tax expense in the income statement | -6.8 | -5.8 |
| Intangible | Other | Intangible | ||
|---|---|---|---|---|
| rights | long-term | assets | ||
| expenditure | total | |||
| Acquisition cost at 1.1. | 12.0 | - | 12.0 | |
| Increase | 0.6 | - | 0.6 | |
| Increase (acquisitions) | 59.8 | - | 59.8 | |
| Decrease | -0.9 | - | -0.9 | |
| Transfers between items | 3.6 | 0.1 | 3.7 | |
| Acquisition cost at 31.12. | 75.1 | 0.1 | 75.2 | |
| Accumulated depreciation at 1.1. | -8.1 | - | -8.1 | |
| Accumulated depreciation | ||||
| on disposals and reclassifi cations | 0.6 | - | 0.6 | |
| Accumulated depreciation on acquisitions | -0.4 | - | -0.4 | |
| Depreciation for the fi nancial year | -1.9 | - | -1.9 | |
| Accumulated depreciation at 31.12. | -9.8 | - | -9.8 | |
| Carrying value at 31 Dec 2007 | 65.4 | 0.1 | 65.5 | |
| Intangible | Other | Intangible | |
|---|---|---|---|
| rights | long-term | assets | |
| expenditure | total | ||
| Acquisition cost at 1.1. | 10.1 | - | 10.1 |
| Increase | 0.3 | - | 0.3 |
| Decrease | - | - | 0.0 |
| Transfers between items | 1.6 | - | 1.6 |
| Acquisition cost at 31.12. | 12.0 | - | 12.0 |
| Accumulated depreciation at 1.1. | -6.1 | - | -6.1 |
| Accumulated depreciation | |||
| on disposals and reclassifi cations | -0.8 | - | -0.8 |
| Depreciation for the fi nancial year | -1.2 | - | -1.2 |
| Accumulated depreciation at 31.12. | -8.1 | - | -8.1 |
| Carrying value at 31 Dec 2006 | 4.0 | - | 4.0 |
| 11. Goodwill 2007 | Goodwill 2006 | ||
|---|---|---|---|
| Acquisition cost at 1.1. | 66.6 | Acquisition cost at 1.1. | 59.9 |
| Translation differences | -1.2 | Translation differences | -0.3 |
| Increase | 0.5 | Increase | 7.0 |
| Increase (acquisitions) | 31.9 | Decrease | - |
| Decrease | - | Acquisition cost at 31.12. | 66.6 |
| Acquisition cost at 31.12. | 97.8 | Accumulated depreciation at 1.1. | -12.7 |
| Accumulated depreciation at 1.1. | -12.7 | Accumulated depreciation at 31.12. -12.7 | |
| Accumulated depreciation at 31.12. -12.7 | |||
| Carrying value at 31 Dec 2007 | 85.1 | Carrying value at 31 Dec 2006 | 53.9 |
| Specifi cation of goodwill 2007 | Specifi cation of goodwill 2006 | ||
| Finnish red meat | 12.6 | Finnish red meat | 12.7 |
| Business in Sweden | 31.0 | Baltic white meat | 5.5 |
| Baltic white meat | 5.5 | Baltic red meat | 13.5 |
| Baltic red meat | 13.6 | Business in Poland | 22.2 |
| Business in Poland | 22.4 | Total | 53.9 |
| Total | 85.1 |
The sums recoverable have been estimated for all cash generating units. Cash fl ow estimates are based on management expectations as to development in each market area over the next fi ve years. The cash fl ow after the forecast period has been extrapolated using cautious growth factors (1%–2.0%). The growth factors of cash generating units have been defi ned at a level lower than historical growth. Interest rates have been defi ned excluding the tax effect and taking into account market area risks. The interest rate has been defi ned as the weighted average cost of capital (WACC) so that the equity ratio of all cash generating units has been calculated in line with the Group's long-term average capital structure. The interest rates used are 6.7% for Finland, 7.8% for Sweden, 8.2% for the Baltics and 9.8% for Poland.
As far as management is aware, reasonable changes in assumptions used do not necessitate impairment for the goodwill of any cash-generating unit. Sudden changes in the business environment of cash generating units may result in an increase in capital costs or in a situation where a cash-generating unit is forced to assess falling cash fl ows. Recognition of an impairment loss is likely in such situations.
| Land and | Buildings | Machinery & | Other | Prepayments | Tot. | ||
|---|---|---|---|---|---|---|---|
| and water | equipment | tangible | and unfi nished | ||||
| assets | constr. proj. | ||||||
| Acquisition cost at 1.1. | 6.1 | 265.2 | 270.7 | 12.6 | 17.1 | 571.7 | |
| Translation differences | 0.2 | 3.5 | 4.6 | 0.1 | 0.0 | 8.4 | |
| Increase | 0.3 | 4.4 | 20.8 | 0.6 | 103.8 | 129.9 | |
| Increase (acquisitions) | - | 115.7 | 111.2 | - | 3.2 | 230.1 | |
| Decrease | -0.1 | -15.5 | -44.3 | -1.4 | -0.1 | -61.4 | |
| Transfers between items | 0.1 | 13.9 | 32.5 | 1.0 | -51.1 | -3.6 | |
| Acquisition cost at 31.12. | 6.6 | 387.2 | 395.5 | 12.9 | 72.9 | 875.1 | |
| Accumulated depreciation at 1.1. | -0.1 | -92.3 | -175.4 | -9.6 | - | -277.4 | |
| Translation differences | - | -0.8 | -2.9 | -0.1 | - | -3.8 | |
| Accumulated depreciation on | |||||||
| disposals and reclassifi cations | - | 8.6 | 35.4 | 0.9 | - | 44.9 | |
| Accumulated depreciation on acquisitions | - | -69.4 | -42.8 | - | -112.2 | ||
| Depreciation for the fi nancial year | - | -11.9 | -37.7 | -1.2 | - | -50.8 | |
| Impairment charge reversals | - | - | 0.8 | - | - | 0.8 | |
| Accumulated depreciation at 31.12. | -0.1 | -165.8 | -222.6 | -10.0 | 0.0 | -398.5 | |
| Carrying value at 31 Dec 2007 | 6.5 | 221.4 | 172.9 | 3.0 | 72.9 | 476.6 | |
| Tangible assets 2006 | |||||||
| Acquisition cost at 1.1. | 5,2 | 255.6 | 247.3 | 13.0 | 17.5 | 538.6 | |
| Translation differences | 0.0 | 0.3 | 0.3 | 0.0 | 0.0 | 0.6 | |
| Increase | 0.9 | 2.0 | 3.6 | 0.3 | 57.3 | 64.1 | |
| Decrease | -0.1 | -18.2 | -10.0 | -1.0 | - | -29.3 | |
| Transfers between items | 0.1 | 25.5 | 29.5 | 0.3 | -57.7 | -2.3 | |
| Acquisition cost at 31.12. | 6.1 | 265.2 | 270.7 | 12.6 | 17.1 | 571.7 | |
| Accumulated depreciation at 1.1. | - | -95.8 | -166.3 | -10.2 | - | -272.3 | |
| Translation differences | - | -0.2 | -0.2 | 0.0 | - | -0.4 | |
| Accumulated depreciation on | |||||||
| disposals and reclassifi cations | -0.1 | 13.1 | 10.2 | 1.4 | - | 24.6 | |
| Depreciation for the fi nancial year | - | -8.9 | -18.2 | -0.8 | - | -27.9 | |
| Impairment | - | -0.5 | -0.9 | - | - | -1.4 | |
| Accumulated depreciation at 31.12. | -0.1 | -92.3 | -175.4 | -9.6 | 0.0 | -277.4 | |
| Carrying value at 31 Dec 2006 | 6.0 | 173.0 | 95.3 | 3.0 | 17.1 | 294.5 | |
| Shares in associates 2007 | ||
|---|---|---|
| Acquisition cost at 1.1. | 5.5 | |
| Corporate acquisitions | 10.3 | |
| Increase | 3.3 | |
| Decrease | -0.6 | |
| Acquisition cost at 31.12. | 18.5 | |
| Share of associates' results | 1.9 | |
| Dividends from associates | -0.1 | |
| Carrying value at 31 Dec 2007 | 20.3 | |
| Shares in associates 2006 | ||
| Acquisition cost at 1.1. | 5.1 | |
| Translation differences | - | |
| Increase | 0.6 | |
| Decrease | -0.2 | |
| Acquisition cost at 31.12. | 5.5 | |
| Share of associates' results | 0.0 | |
| Carrying value at 31 Dec 2006 | 5.5 | |
A list of associates and their combined assets, liabilities, revenue and profi t/loss (EUR million) as well as holding percentage appears in the adjacent column. The fi gures given are gross and not proportional to Group ownership.
| Non-current loan receivables | 10.4 | 4.0 |
|---|---|---|
| Other non-current receivables | 7.6 | 0.1 |
| Non-current loan and other receivables | 18.0 | 4.1 |
| Other long-term investments | 11.4 | 0.3 |
| Deferred tax asset | 8.3 | 2.2 |
| Total non-current receivables | 37.7 | 6.6 |
| Associates 2007 | ||||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net | Profi t/loss for | Holding, | ||
| sales | fi n. year | % | ||||
| Owned by the Group's parent company | ||||||
| Honkajoki Oy | 10.2 | 7.6 | 16.2 | 0.2 | 38.33 | |
| Envor Biotech Oy (formerly Etelä-Suomen Multaravinne Oy) | 2.1 | 1.3 | 1.9 | 0.3 | 24.62 | |
| Pakastamo Oy | 12.6 | 12.4 | 10.3 | -0.2 | 50.00 | |
| Lihateollisuuden Tutkimuskeskus LTK | 9.2 | 2.0 | 22.1 | 0.8 | 44.80 | |
| Best-In Oy | 1.1 | 0.4 | 4.6 | 0.1 | 50.00 | |
| Länsi-Kalkkuna Oy | 3.4 | 3.0 | 23.0 | 0.0 | 50.00 | |
| Owned by LSO Foods Oy | ||||||
| Finnpig Oy | 1.1 | 0.7 | 2.0 | -0.4 | 50.00 | |
| Owned by Scan AB | ||||||
| Bondens Bästä i Svalöv AB | 0.2 | 0.1 | 1.3 | 0.0 | 50.00 | |
| SDT Sveriges Djurproducenters tillväxt AB | 4.8 | 0.1 | 1.3 | 0.0 | 50.00 | |
| Conagri AB | 6.6 | 6.0 | 20.1 | 0.1 | 49.00 | |
| daka a.m.b.a | 106.9 | 86.6 | 105.3 | 2.2 | 33.60 | |
| Fastighets AB Tuben | 0.3 | 0.1 | 0.1 | 0.1 | 48.00 | |
| Höglandsprodukter AB | 2.6 | 1.7 | 32.5 | 0.5 | 30.00 | |
| Nyhlens & Hugosons Chark AB | 16.8 | 13.4 | 58.2 | 2.0 | 50.00 | |
| Siljans Chark AB | 8.1 | 7.7 | 15.9 | 0.1 | 35.00 | |
| Svensk Köttinformation AB | 0.4 | 0.3 | 0.9 | 0.0 | 50.00 | |
| Svensk Köttrasprövning AB | 0.1 | 0.0 | 0.3 | 0.0 | 35.00 | |
| Svensk Lantbrukstjänst AB | 2.0 | 0.9 | 10.4 | 0.1 | 26.00 | |
| Svenska Djurhälsovården AB | 3.3 | 0.6 | 6.8 | -0.2 | 50.00 | |
| Taurus Köttrådgivning AB | 0.2 | 0.1 | 0.7 | 0.0 | 39.30 | |
| Associates 2006 | ||||||
| Assets | Liabilities | Net | Profi t/loss for | Holding, | ||
| sales | fi n. year | % | ||||
| Owned by the Group's parent company | ||||||
| Honkajoki Oy | 10.8 | 8.3 | 13.2 | 0.2 | 38.33 | |
| Envor Biotech Oy (formerly Etelä-Suomen Multaravinne Oy) | 1.7 | 1.1 | 1.6 | 0.2 | 24.62 | |
| Pakastamo Oy | 11.0 | 10.7 | 9.0 | -0.6 | 50.00 | |
| Lihateollisuuden Tutkimuskeskus LTK | 8.9 | 2.3 | 20.5 | 0.6 | 44.80 | |
| Best-In Oy | 1.1 | 0.5 | 4.8 | 0.1 | 50.00 | |
| Länsi-Kalkkuna Oy | 0.5 | 0.1 | 0.0 | -0.1 | 50.00 | |
| Owned by LSO Foods Oy | ||||||
| Finnpig Oy | 1.0 | 0.3 | 1.3 | 0.0 | 50.00 | |
| Recognised | Recognised in | Companies | ||||
|---|---|---|---|---|---|---|
| Transl. | in income | shareholders' | acquired/ | |||
| 1.1.2007 | difference | statement | equity | sold | 31.12.2007 | |
| Pension benefi ts | 1.2 | - | - | - | - | 1.2 |
| Impairment of fi xed assets | 0.1 | - | - | - | - | 0.1 |
| Other matching differences | 0.1 | 0.2 | 0.1 | 0.1 | 1.6 | 2.1 |
| From combinations | 0.8 | - | -6.4 | - | 6.2 | 0.6 |
| Adopted losses | 0.0 | - | 3.4 | - | 0.9 | 4.3 |
| Total | 2.2 | 0.2 | -2.9 | 0.1 | 8.7 | 8.3 |
| Depreciation difference and voluntary provisions | 9.5 | 0.4 | -0.4 | - | - | 9.5 |
|---|---|---|---|---|---|---|
| Other matching differences | 1.2 | 0.1 | 0.7 | 1.1 | 7.3 | 10.4 |
| From combinations | 1.1 | - | - | - | 12.6 | 13.7 |
| Direct recognition in retained earnings | 0.4 | - | - | - | - | 0.4 |
| Pension benefi ts | 0.0 | - | - | - | - | 0.0 |
| Total | 12.2 | 0.5 | 0.3 | 1.1 | 19.9 | 34.0 |
| Recognised | Recognised in | Companies | ||||
|---|---|---|---|---|---|---|
| Transl. | in income | shareholders' | acquired/ | |||
| 1.1.2006 | difference | statement | equity | sold | 31.12.2006 | |
| Pension benefi ts | 1.0 | - | 0.2 | - | - | 1.2 |
| Impairment of fi xed assets | 0.0 | - | 0.1 | - | - | 0.1 |
| Other matching differences | 0.0 | - | 0.1 | - | - | 0.1 |
| From combinations | 1.2 | - | -0.4 | - | - | 0.8 |
| Total | 2.2 | 0.0 | 0.0 | 0.0 | 0,0 | 2.2 |
| Specifi cation of deferred tax liabilities | ||||||
| Depreciation difference and voluntary provisions | 9.8 | - | -0.3 | - | - | 9.5 |
| Other matching differences | 0.9 | - | 0.3 | - | - | 1.2 |
| From combinations | 1.1 | - | - | - | - | 1.1 |
| Direct recognition in retained earnings | 0.4 | - | - | - | - | 0.4 |
| Total | 12.2 | 0.0 | 0.0 | 0.0 | 0.0 | 12.2 |
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Materials and supplies | 85.5 | 28.1 |
| Unfi nished products | 10.8 | 4.3 |
| Finished products | 28.5 | 12.7 |
| Goods | 0.0 | 0.1 |
| Other inventories | 3.9 | 1.7 |
| Prepayments for inventories | 0.6 | 0.5 |
| Live animals, IFRS 41 | 10.9 | 10.9 |
| Total inventories | 140.2 | 58.4 |
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Trade receivables from associates | 0.4 | 0.2 |
| Loan receivables from associates | 0.6 | 0.0 |
| Short-term receivables from associates | 1.0 | 0.2 |
| Trade receivables | 180.7 | 105.4 |
| Other receivables | 46.5 | 1.8 |
| Short-term receivables from others | 227.2 | 107.2 |
| Commodity derivatives, hedge accounting | 1.2 | 0.2 |
| Short-term derivative receivables | 1.2 | 0.2 |
| Interest receivables | 0.6 | 0.4 |
| Matched staff costs, short-term receivables | 1.2 | 1.6 |
| Other prepayments and accrued income | 13.7 | 2.6 |
| Short-term prepayments and accrued income | 15.5 | 4.5 |
| Tax receivables (income tax) | 2.5 | 2.5 |
| Income tax receivable | 2.5 | 2.5 |
| Total short-term receivables | 247.4 | 114.7 |
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Trade receivables not yet due | 163.9 | 99.1 |
| Trade receivables overdue by 1–30 days | 11.8 | 4.2 |
| Trade receivables overdue by 31–60 days | 2.6 | 1.0 |
| Trade receivables overdue by more than 60 days 1) | 2.4 | 1.1 |
| Trade receivables, total | 180.7 | 105.4 |
1) comprise mainly receivables to be set off against payments for animals
| EUR | 66.6 | |
|---|---|---|
| SEK | 120.8 | |
| PLN | 26.7 | |
| EEK | 11.4 | |
| GBP | 10.2 | |
| USD | 3.2 | |
| Other | 6.0 | |
| Total short-term receivables | 244.9 | |
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Cash and bank | 38.9 | 10.1 |
| Short-term money market investments | 14.2 | 2.0 |
| Other fi nancial instruments | 3.7 | - |
| Total cash and cash equivalents | 56.8 | 12.1 |
Cash and cash equivalents according to the cash fl ow statement are as follows:
| 31.12.2007 | 31.12.2006 |
|---|---|
| 38.9 | 10.1 |
| 2.0 | |
| - | |
| 12.1 | |
| 14.2 3.7 56.8 |
The effects of changes in the number of outstanding shares are presented below.
| Number of | Share | Share | RIUE | Treasury | Total | |
|---|---|---|---|---|---|---|
| shares | capital | premium | shares | |||
| 1.1.2006 | 34 463 | 58.6 | 72.9 | - | - | 131.5 |
| 31.12.2006 | 34 463 | 58.6 | 72.9 | - | - | 131.5 |
| Share issue | 4 843 | 8.2 | - | 66.7 | - | 74.9 |
| Purchase of treasury shares | -100 | - | - | - | -1.8 | -1.8 |
| Assignment of treasury shares | 60 | - | - | - | 1.1 | 1.1 |
| 31.12.2007 | 39 266 | 66.8 | 72.9 | 66.7 | -0.7 | 205.7 |
The shares have no nominal value. All issued shares have been paid up in full. The company's stock is divided into Series A and K shares, which differ from each other in the manner set out in the Articles of Association. Each share gives equal entitlement to a dividend. K Shares produce 20 votes and A Shares 1 vote each. There are 33 906 193 A Shares and 5 400 000 K Shares.
In share issues decided while the earlier Finnish Companies Act (734/1978) was in force, payments in cash or kind obtained on share subscription less transaction costs were recognised under shareholders' equity and the share premium reserve in accordance with the terms of the arrangements.
The reserve for invested unrestricted equity (RIUE) contains other investments of an equity nature and share issue price inasmuch as this is not recognised under shareholders' equity pursuant to express decision to that effect. The share of payment received on the directed issue to Swedish Meats in excess of nominal value was recognised in the RIUE.
The treasury shares fund contains the acquisition cost of own shares held by the company. In May 2007, the Group acquired 100 000 shares on the stock exchange at a cost of EUR 1.9 million. In December 2007, 59 976 of these shares were assigned as part of the share incentive scheme for management. The remaining acquisition cost of EUR 0.7 million is presented in the balance sheet as a deduction from equity.
The translation differences reserve contains the differences arising on translation of foreign units' fi nancial statements.
These reserves are for changes in the value of available-for-sale fi nancial assets and changes in the fair value of derivative instruments used in cash fl ow hedging. The reserves also hold gains and losses arising on the hedging of net investments in foreign units when hedge accounting requirements are satisfi ed.
| 31.12.2007 | 31.12.2006 | ||
|---|---|---|---|
| Pension liability/receivable in balance sheet, defi ned benefi t | |||
| Pension obligations | 4.7 | 5.2 | |
| Pension liability (+)/ receivable (-) in balance sheet | 4.7 | 5.2 | |
| Defi ned benefi t pension expense in income statement | |||
| Pension obligations | 0.1 | -0.6 | |
| Defi ned benefi t pension expense in income statement (IFRS) | 0.1 | -0.6 | |
| Movement in liabilities/receivables arising from benefi ts | |||
| Balance at 1.1. | 5.2 | 4.5 | |
| Defi ned benefi t pension expense in income statement (IFRS) | -0.1 | 0.6 | |
| Other change | -0.4 | 0.1 | |
| Liabilities/receivables at end of fi nancial year | 4.7 | 5.2 |
| Increase in | Exercised in | |||
|---|---|---|---|---|
| 1.1.2007 | provisions | fi n. year (-) | 31.12.2007 | |
| Non-current provisions | 0.0 | 0.0 | 0.0 | 0.0 |
| Current provisions | 0.6 | 0.8 | -0.2 | 1.3 |
| Total | 0.6 | 0.8 | -0.2 | 1.3 |
| Increase in | Exercised in | |||
| 1.1.2006 | provisions | fi n. year (-) | 31.12.2006 | |
| Non-current provisions | 0.0 | 0.0 | 0.0 | 0.0 |
| Current provisions | 0.4 | 0.3 | -0.1 | 0.6 |
| Total | 0.4 | 0.3 | -0.1 | 0.6 |
| 22. Liabilities | ||
|---|---|---|
| 31.12.2007 | 31.12.2006 | |
| Non-current liabilities | ||
| Interest-bearing | ||
| Loans from fi nancial institutions | 421.6 | 83.8 |
| Other liabilities | 0.0 | 3.3 |
| Non-current interest-bearing liabilities | 87.1 | |
| Non-interest bearing | ||
| Other liabilities | 6.9 | 0.0 |
| Non-current non-interest bearing liabilities | 6.9 | |
| Non-current provisions | 0.0 | 0.0 |
| Deferred tax liability | 34.0 | 12.2 |
| Pension obligations | 4.7 | 5.2 |
| Total non-current liabilities | 467.2 | 104.4 |
| Current liabilities | ||
| Interest-bearing | ||
| Loans from fi nancial institutions | 69.5 | 108.9 |
| Other liabilities | 23.4 | 0.8 |
| Current interest-bearing liabilities | 92.9 | 109.6 |
| Trade payables and other liabilities | ||
| Advances received | 0.2 | 7.1 |
| Trade payables | 150.2 | 62.7 |
| Accruals and deferred income | ||
| - Short-term interest liabilities | 0.9 | 1.1 |
| - Matched staff costs | 49.9 | 19.4 |
| - Other short-term accruals and deferred income | 18.8 | 4.4 |
| Other liabilities | 16.6 | 2.1 |
| Trade payables and other liabilities | 236.6 | 96.7 |
| Income tax liability | 0.1 | 0.9 |
| Current provisions | 1.3 | 0.6 |
| Total current liabilities | 330.9 | 208.0 |
| Liabilities | 798.1 | 312.4 |
The duty of the Group Treasury in the HKScan Group is to ensure cost-effective funding and fi nancial risk management for Group companies and to attend to relations with fi nancial backers. The fi nance policy approved by the Board provides the principles for fi nancial management.
Financial risks mean unfavourable movements taking place in the fi nancial markets that may erode accrual of the company's result or reduce cash fl ows. Financial risk management aims to use fi nancial means to hedge the company's intended earnings performance and equity and to safeguard the Group's liquidity in all circumstances. Risk management may employ various instruments such as currency futures and options, interest or currency swaps, foreign currency loans and commodity derivatives. Derivatives are used for the sole purpose of hedging, not for speculation. As a rule, Group funding is obtained through the parent company while funding to subsidiaries is arranged by the Treasury through intra-Group loans in the local currency of each subsidiary. Funding of the Group is centralised to a fi nance unit operating under the CFO.
The Group seeks to constantly assess and monitor the amount of funding required for operations. The Group must maintain adequate liquidity under all circumstances to cover its business needs in the foreseeable future. The availability of funding is ensured by spreading the maturity of the borrowing portfolio, fi nancing sources and instruments. The Group also has revolving credit facilities with banks, bank borrowings, insurance company borrowings, current accounts with overdraft facilities and the short-term, EUR 100 million Finnish commercial paper programme. The EUR 550 million syndicated loan facility agreed in summer 2007 provides the foundation for Group funding and it largely refi nanced HKScan's loan portfolio. The loan facility materially extended the average loan period of the Group's loan stock. The loans to be drawn in this arrangement are subject to variable interest rates. The loan is subject to ordinary covenants. The fi nancial covenants are net gearing ratio and ratio of net debt to EBITDA. Untapped credit facilities at 31 December 2007 stood at EUR 184.0 million (EUR 67.4 million at 31 December 2006). In addition, the Group has other untapped overdraft and other facilities of EUR 33 million (EUR 8 million at 31 December 2006).
| 31.12.2007 | Maturity of credit type | |||||||
|---|---|---|---|---|---|---|---|---|
| Credit type | Drawn | Undrawn | 2008 | 2009 | 2010 | 2011 | 2012 | >2012 |
| Bonds | 316.0 | 0.0 | 20.2 | 36.2 | 42.1 | 32.8 | 31.1 | 153.7 |
| Credit facilities | 141.2 | 184.0 | 19.2 | 0.0 | 0.0 | 0.0 | 0.0 | 122.0 |
| Leasing and factoring | 3.4 | 0 | 2.4 | 0.3 | 0.2 | 0.2 | 0.2 | 0.0 |
| Commercial paper | ||||||||
| programme | 22.7 | 77.3 | 22.7 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Other borrowings | 31.2 | 0.0 | 7.6 | 2.5 | 1.4 | 0.1 | 0.0 | 19.6 |
| Total | 514.5 | 261.3 | 72.1 | 39.0 | 43.7 | 33.1 | 31.3 | 295.3 |
| 31.12.2006 | Maturity of credit type | |||||||
| Credit type | Drawn | Undrawn | 2007 | 2008 | 2009 | 2010 | 2011 | >2011 |
| Bonds | 95.7 | 0.0 | 25.0 | 26.2 | 13.7 | 17.6 | 6.7 | 6.5 |
| Credit facilities | 57.0 | 67.4 | 10.5 | 0.3 | 16.5 | 10.0 | 10.0 | 9.7 |
| Leasing and factoring | 3.7 | 0.0 | 2.4 | 0.4 | 0.4 | 0.2 | 0.2 | 0.2 |
| Commercial paper | ||||||||
| programme | 36.9 | 43.1 | 36.9 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Other borrowings | 3.5 | 0.0 | 1.6 | 0.3 | 0.3 | 0.3 | 0.3 | 0.7 |
| Total | 196.7 | 110.6 | 76.3 | 27.2 | 30.8 | 28.2 | 17.2 | 17.1 |
| 31.12.2007 | Maturity | |||||||
| Credit type | Drawn | Undrawn | 2008 | 2009 | 2010 | 2011 | 2012 | >2012 |
| EUR | 212.8 | 261.3 | 43.9 | 18.4 | 23.2 | 13.9 | 12.1 | 101.4 |
| SEK | 247.2 | 0.0 | 0.0 | 18.9 | 18.9 | 18.9 | 18.9 | 171.6 |
| PLN | 44.7 | 0.0 | 21.3 | 1.5 | 1.4 | 0.1 | 0.0 | 20.5 |
| EEK | 3.1 | 0.0 | 2.1 | 0.2 | 0.2 | 0.2 | 0.3 | 0.0 |
| LVL | 4.8 | 0.0 | 4.8 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| DKK | 1.8 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 1.8 |
| Total | 514.5 | 261.3 | 72.1 | 39.0 | 43.7 | 33.1 | 31.3 | 295.3 |
| 31.12.2006 | Maturity | |||||||
| Credit type | Drawn | Undrawn | 2007 | 2008 | 2009 | 2010 | 2011 | >2011 |
| EUR | 178.7 | 109.5 | 63.8 | 24.1 | 29.7 | 27.8 | 16.9 | 16.4 |
| PLN | 13.3 | 1.1 | 9.8 | 2.7 | 0.7 | 0.1 | 0.0 | 0.0 |
| EEK | 4.6 | 0.0 | 2.7 | 0.4 | 0.4 | 0.3 | 0.3 | 7.0 |
| LVL | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Total | 196.7 | 110.6 | 76.3 | 27.2 | 30.8 | 28.2 | 17.2 | 17.1 |
A counterparty risk is defi ned as the risk that a counterparty will be unable to fulfi l its contractual obligations. The risks are mostly related to investment activities and counterparty risks in derivative contracts. Only fi nancial institutions and other actors with sound creditability are used as counterparties. Cash is invested only in bank deposits and certifi cates of deposit.
The HKScan Group has productive activities in Finland, Sweden and the Baltics and, through a joint venture in Sweden, in Poland. Group companies also engage in foreign trade. Owing to income and expenses denominated in foreign currencies and equity investments and earnings denominated in foreign currencies, the Group is exposed to foreign exchange risk arising from movements in exchange rates. The US dollar, Japanese yen and Swedish crown are the most signifi cant exchange risks affecting the Group's commercial operations. Currency futures, options and swaps can be used to hedge foreign exchange risks. The basic guideline is that an average of 50% of the anticipated net currency fl ow is hedged.
The largest equities of Group companies are in Swedish crowns, Polish zloty and Estonian crowns. Intense fl uctuation in the Swedish crown exposes Group equity to high volatility. The aim is to even out volatility through hedging of at least 50% and at most 75%. As economic uncertainty rises in the Baltic States, pressure on currencies has increased sharply. The aim is to hedge at least 50% and at most 75% of equity held in Estonian crowns. The fl uctuation of the Polish zloty is closely monitored and hedging measures will be undertaken as necessary. Balance sheet risk may be hedged by taking out a loan in the relevant currency or through the use of derivative instruments. The equity of the Group's non-euro denominated subsidiaries and associates stood at EUR 356.3 million at 31 December 2007 (2006, EUR 232.2 million). Currency positions and degrees of hedging are presented in the table below.
| 2007 | 2006 | ||||||
|---|---|---|---|---|---|---|---|
| Net | Hedging | Degree of | Net | Hedging Degree of | |||
| investment | hedging, % investment | hedging, % | |||||
| SEK | 113.5 | 73.3 | 65 | 0.0 | 0.0 | 0 | |
| PLN | 65.5 | 0.0 | 0 | 64.7 | 0.0 | 0 | |
| EEK | 82.7 | 50.0 | 60 | 72.1 | 0.0 | 0 | |
| 356.3 | 232.2 |
The Group's short-term money market investments expose it to cash fl ow interest rate risk. The impact of these is not signifi cant, however. Group revenues and operative cash fl ows are mainly independent of fl uctuations in market rates. The Group's main exposure to interest rate risk arises from interest-bearing liabilities. The aim of interest rate risk management is to reduce the fl uctuation of interest expenses in the income statement.
To manage interest rate risks, Group borrowings are spread across fi xed and variable interest instruments. The company may borrow at either fi xed interest rates or variable interest rates and use interest swaps to achieve a result in keeping with the fi nance policy. The goal of the policy is to have some 40% of the Group's borrowings tied to a fi xed interest rate. At the balance sheet date, fi xed-interest borrowings accounted for 39% and the interest rate maturity was approximately 9 months. At the balance sheet date, the Group's open interest rate derivative contracts stood at EUR 162.1 million. The average interest rate on the Group's borrowings at 31 December 2007 was 4.4% (3.7% at 31 December 2006). The sensitivity of net fi nancial expenses at the balance sheet date to an increase/decrease of one percent in interest rates, all other things being equal, was ca. EUR 2.6 million over the next 12 months.
| 321.2 145.2 Under 6 months 98.0 0.0 |
|
|---|---|
| 6–12 months | |
| 95.4 51.5 1-5 years |
|
| 0.0 0.0 Over 5 years |
|
| 514.5 196.7 Total |
The Group's trade receivables are spread across a broad customer base. Almost all customers have credit limits that are systematically monitored. Some customers are insured through credit insurance. Additional methods used include fi nancial security, bank guarantees, confi rmed letters of credit, advance payments, title retention clauses, mortgage sureties and secondary pledges. The age breakdown of trade receivables in presented in Note 17.
The Group is exposed to commodity risk having to do with the availability of commodities and fl uctuation in their prices. In Finland, the Group uses electricity derivatives to hedge against fl uctuation in the price of electricity. Hedge accounting applies to the treatment of these derivatives.
| 31.12.2007 | 31.12.2006 | ||
|---|---|---|---|
| Foreign exchange derivatives | |||
| - Foreign exchange contracts | 64.9 | 4.2 | |
| Interest-rate derivatives | |||
| - Interest swap contracts | 162.1 | 0.0 | |
| Commodity derivatives | |||
| - Electricity futures | 5.1 | 6.5 | |
| 232.1 | 10.7 |
| 2007 | 2007 | 2007 | 2006 | |
|---|---|---|---|---|
| Fair value | Fair value | Fair value | Fair value | |
| positive | negative | net | net | |
| Foreign exchange derivatives | ||||
| - Foreign exchange contracts | 0.2 | -0.2 | 0.0 | 0.0 |
| Interest-rate derivatives | ||||
| - Interest swap contracts | 0.1 | 0.0 | 0.1 | - |
| Commodity derivatives | ||||
| - Electricity futures | 1.1 | 0.0 | 1.1 | 0.2 |
| 1.4 | -0.2 | 1.2 | 0.2 |
| 2007 | 2007 | 2006 | 2006 | ||
|---|---|---|---|---|---|
| Nominal value | Fair value | Nominal value | Fair value | ||
| effective portion | effective portion | ||||
| Commodity derivatives | |||||
| - Electricity futures | 5.1 | 1.2 | 6.5 | 0.1 |
The purpose of capital management in the Group is to support business through an optimal capital structure by safeguarding a normal operating environment and enabling organic and structural growth. An optimal capital structure also generates lower costs of capital. Capital structure is infl uenced by controlling the amount of working capital tied up in the business and through reported profi t/loss, distribution of dividend and share issues. The Group may vary and adapt the amount of dividends paid to shareholders within the limits of the dividend policy. The Group may also decide on the disposal of assets to reduce liabilities. The tools to monitor the development of the Group's capital structure are the equity ratio and net gearing ratio. Equity ratio refers to the ratio of equity to total assets. Net gearing ratio is measured as net liabilities divided by shareholders' equity. Net liabilities include interestbearing liabilities less interest-bearing loans receivable and cash and cash equivalents.
The Group has announced an equity ratio target of 40%. The acquisition of Scan AB brought the Group's equity ratio to below 30%. The target in respect of net gearing ratio is also to return to the pre-Scan acquisition level, i.e. clearly below 100%.
| 2007 | 2006 | |
|---|---|---|
| Interest-bearing liabilities | 514.5 | 196.7 |
| Interest-bearing loans receivable | 3.7 | 3.9 |
| Cash and cash equivalents | 56.8 | 12.1 |
| Net liabilities | 454.0 | 180.7 |
| Total shareholders' equity | 331.5 | 237.1 |
| Net gearing ratio | 137.0% | 76.2% |
| Contingent liabilities | ||
|---|---|---|
| 31.12.2007 | 31.12.2006 | |
| Debts secured by mortgages and shares | ||
| Loans from fi nancial institutions | 36.0 | 50.4 |
| Total | 36.0 | 50.4 |
| Real estate mortgages | 31.4 | 47.9 |
| Pledged securities | 19.1 | 13.5 |
| Floating charges | 10.9 | 10.6 |
| Total | 61.4 | 72.0 |
| Security for debts of participating interests | ||
| Guarantees | 7.0 | 3.6 |
| Total | 7.0 | 3.6 |
| Security for debts of others | ||
| Guarantees and pledges | 9.6 | 8.3 |
| Total | 9.6 | 8.3 |
| Other contingencies | ||
| Leasing commitments | ||
| Lease liabilities maturing in less than a year | 3.4 | 0.3 |
| Lease liabilities maturing in 1-5 years | 5.6 | 0.8 |
| Lease liabilities maturing in over 5 years | 1.5 | 0.0 |
| Other rent liabilities | 17.2 | 2.7 |
| Other liabilities | 2.2 | 0.0 |
| Total other contingencies | 29.9 | 3.8 |
Parties are considered related parties if one of the parties is able to exercise control or a signifi cant infl uence over the other in decisions affecting its fi nances and business. The Group's related parties include the parent entity, subsidiaries, associates and joint ventures. Related parties also include the Supervisory Board and Board of Directors of the Group parent's parent entity (LSO Osuuskunta), the members of the Group's Board of Directors, the Group's CEO, vice presidents and their immediate family members. The Group strives to treat all parties equally in its business.
HKScan Corporation's principal owner, LSO Osuuskunta, is a cooperative comprising around 2 700 Finnish meat producers. The cooperative is tasked with fostering its members' meat production and marketing by exercising its power of ownership in HKScan. Today, LSO Osuuskunta has no actual business, but receives an income in the form of dividend paid by HKScan and to a lesser extent, income in the form of rent and other fi nancial assets. The HKScan Group applies pure market price principles to the acquisition of raw meat material.
The sale of animals to the Group by persons on the group's Board of Directors and on the Supervisory Board and Board of Directors of its parent entity LSO Osuuskunta totalled EUR 5.6 million in 2007 (EUR 5.4m in 2006). Animal purchases from the Group by the persons in question totalled EUR 1.9 million in 2007 (EUR 2.2m in 2006).
Related party individuals are not otherwise in a material business relationship with the company.
| Number Carrying value | Holding, | ||
|---|---|---|---|
| of shares | (EUR 1000) | % | |
| Owned by the Group's parent company | |||
| HK Ruokatalo Oy, Turku | 1 000 | 16 946 | 100.00 |
| LSO Foods Oy, Turku | 3 000 | 946 | 100.00 |
| Helanderin Teurastamo Oy, Loimaa | 1 000 | 3 179 | 100.00 |
| Lihatukku Harri Tamminen Oy, Vantaa | 49 | 316 | 49.00 |
| Linocon Oy, Helsinki | 100 | 4 | 100.00 |
| HK International Ab, Sweden | 10 | 12 | 100.00 |
| AS Rakvere Lihakombinaat, Estonia | 37 721 700 | 39 536 | 100.00 |
| AS Tallegg, Estonia | 5 853 200 | 16 755 | 100.00 |
| Scan AB, Sweden | 500 000 | 161 649 | 100.00 |
| Total | 239 343 | ||
| Owned by LSO Foods Oy | |||
| Lounaisfarmi Oy, Turku | 8 000 | 8 | 40.00 |
| Total | 8 | ||
| Owned by AS Rakvere Lihakombinaat *) | |||
| AS Ekseko, Estonia | 8 466 | 272 | 100.00 |
| AS Rigas Miesnieks, Latvia | 57 974 | 12 228 | 94.86 |
| Klaipedos Maisto Mesos Produktai, Lithuania | 135 644 | 2 010 | 100.00 |
| Total | 14 510 | ||
*) The carrying values are based on the carrying values in the companies' balance sheets and, in compliance with local accounting practice, include the movement in the subsidiary's equity, which has been taken into account using the equity convention.
| 51.00 | |
|---|---|
| 48.50 | |
| 100.00 | |
| 100.00 | |
| 35 700 50 000 1 000 |
127 890 11 11 |
| Quality Genetics HB, Stockholm | 926 | 392 | 92.60 |
|---|---|---|---|
| Scan Produktion AB, Stockholm | 1 000 | 100.00 | |
| Scan ek. för., Stockholm | 200 | 95.20 | |
| Scan Foods AB, Stockholm | 1 000 | 11 | 100.00 |
| Scan Syd Livsmedel AB, Kävlinge | 200 000 | 2 828 | 100.00 |
| Nyhléns Chark AB, Kramfors | 19 608 | 100.00 | |
| SQM Spedition AB, Skara | 1 000 | 11 | 100.00 |
| SM Support Stenstorp AB, Stockholm | 10 200 | 1 303 | 100.00 |
| Svenskt Lamm AB, Skara | 7 430 | 11 | 98.90 |
| Swedish Meats AB, Stockholm | 1 000 | 11 | 100.00 |
| Swedish Meats Support AB, Stockholm | 80 000 | 4 766 | 100.00 |
| Samfod S.A., Belgium | 24 999 | 100.00 | |
| Scan Foods UK Ltd., UK | 999 | 100.00 | |
| Swedish Meats RE AG, Switzerland | 1997 | 1 335 | 99.90 |
| Swedish Meats Charkproduktion AB, Stockholm | 200 | 21 | 100.00 |
| Annerstedt Holding AB, Stockholm | 10 000 | 3 760 | 100.00 |
| SLP Pärsöns AB, Helsingborg | 45 000 | 42 536 | 100.00 |
| Skånekött AB, Skurup | 30 000 | 318 | 100.00 |
| Swedish Meats Underhåll AB, Stockholm | 1 000 | 720 | 100.00 |
| Total | 59 058 |
| Owned by the Group's parent company | |||
|---|---|---|---|
| Saturn Nordic Holding AB, Sweden | 59 283 399 | 64 435 | 50.00 |
The assets, liabilities, income and expenses of the Saturn Nordic Holding AB group included in the consolidated balance sheet and income statement were as follows (EUR million):
| 2007 | 2006 | ||
|---|---|---|---|
| Non-current assets | 85.1 | 74.3 | |
| Current assets | 54.1 | 36.7 | |
| Non-current liabilities | -11.3 | -4.8 | |
| Current liabilities | -47.2 | -30.3 | |
| Net sales and other operating income | 222.8 | 204.5 | |
| Operating expenses | -219.1 | -198.5 | |
| Shares and holdings in associates | |||
| Owned by the Group's parent company | |||
| Honkajoki Oy, Honkajoki | 690 | 708 | 38.33 |
| Envor Biotech Oy (formerly Etelä | |||
| Suomen Multaravinne Oy), Forssa | 128 | 22 | 24.62 |
| Pakastamo Oy, Helsinki | 660 | 564 | 50.00 | |
|---|---|---|---|---|
| Lihateollisuuden Tutkimuskeskus LTK | ||||
| cooperative, Hämeenlinna | 22 400 | 0 | 44.80 | |
| Best-In Oy, Kuopio | 500 | 50 | 50.00 | |
| Länsi-Kalkkuna Oy, Turku | 250 | 250 | 50.00 | |
| Total | 1 594 | |||
| Owned by LSO Foods Oy | ||||
| Finnpig Oy, Vaasa | 40 | 354 | 50.00 | |
| Owned by Scan AB | ||||
| Bondens Bästä i Svalöv AB, Kävlinge | 500 | 50.00 | ||
| SDT Sveriges DjurproducentersTillväxt AB, Stockholm 135 500 | 3 039 | 50.00 | ||
| Conagri AB, Malmö | 98 | 95 | 49.00 | |
| daka a.m.b.a, Denmark | 5 993 | 33.60 | ||
| Fastighets AB Tuben, Stockholm | 1 200 | 11 | 48.00 | |
| Höglandsprodukter AB, Halmstad | 1 500 | 720 | 30.00 | |
| Nyhléns & Hugosons Chark AB, Luleå | 10 000 | 1 694 | 50.00 | |
| Siljans Chark AB, Mora | 3 680 | 434 | 35.00 | |
| Svensk Köttinformation AB, Stockholm | 500 | 50.00 | ||
| Svensk Köttrasprövning AB, Skara | 1 750 | 21 | 35.00 | |
| Svenskt Lantbrukstjänst AB, Lidköping | 650 | 26.00 | ||
| Svenska Djurhälsövården AB, Stockholm | 4 400 | 879 | 50.00 | |
| Taurus Köttrådgivning AB, Stockholm | 118 | 11 | 39.30 | |
| M R L Transport AB, Simrishamn | 300 | 159 | 30.00 | |
| Total | 13 065 | |||
The Group carries on business through associates by engaging in i.a. meatpacking and value added meat processing and the production and sale of pet food, by trading in spices and by using leasing, waste disposal and research and advisory services. All commercial contracts are negotiated on market terms.
| 2007 | 2006 | ||
|---|---|---|---|
| Product sales | |||
| - Associates | 38.9 | 1.8 | |
| Product purchases | |||
| - Associates | 35.5 | 8.5 | |
| Open balances at 31.12. | |||
| 2007 | 2006 | ||
| Trade receivables | |||
| - Associates | 1.9 | 0.2 | |
| Trade payables | |||
| - Associates | 11.1 | 0.4 | |
| Note | 2007 | 2006 | ||
|---|---|---|---|---|
| Net sales | 1 | 25 107.8 | 21 738.5 | |
| Other operating income | 2 | 1 770.9 | 4 743.9 | |
| Materials and services | 0.4 | -0.1 | ||
| Staff costs | 3 | -4 204.1 | -3 647.0 | |
| Depreciation and impairment | 4 | -14 352.2 | -16 084.8 | |
| Other operating expenses | 5 | -3 970.7 | -2 892.0 | |
| EBIT | 4 352.1 | 3 858.4 | ||
| Financial income and expenses | 6 | -1 730.9 | -4 822.9 | |
| Profi t/loss before extraordinary items | 2 621.3 | -964.4 | ||
| Extraordinary items | 7 | 11 342.0 | 16 120.0 | |
| Profi t/loss after extraordinary items | 13 963.3 | 15 155.6 | ||
| Appropriations | 8 | -535.0 | 703.5 | |
| Income taxes | 9 | -971.7 | -4 079.3 | |
| Profi t/loss for the fi nancial year | 12 456.6 | 11 779.8 | ||
| Note | 2007 | 2006 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | 10 | ||||
| Intangible assets | 2 559.0 | 2 318.8 | |||
| Tangible assets | 236 182.1 | 187 448.8 | |||
| Financial assets | 305 623.6 | 143 975.1 | |||
| Non-current assets, total | 544 364.8 | 333 742.7 | |||
| Current assets | |||||
| Long-term receivables | 11 | 218 859.2 | 44 193.9 | ||
| Deferred tax asset | 11 | 827.6 | 985.0 | ||
| Short-term receivables | 12 | 24 265.9 | 17 744.8 | ||
| Cash and cash equivalents | 16 875.5 | 5 820.3 | |||
| Total current assets | 260 828.2 | 68 744.0 | |||
| TOTAL ASSETS | 805 193.0 | 402 486.7 | |||
| EQUITY AND LIABILITIES | |||||
| Shareholders' equity | 13 | ||||
| Share capital | 66 820.5 | 58 587.4 | |||
| Share premium reserve | 73 420.4 | 73 420.4 | |||
| Revaluation reserve | 3 363.8 | 3 363.8 | |||
| Treasury shares | -730.7 | - | |||
| Revaluation reserve | 2 205.3 | - | |||
| RIUE | 66 742.0 | - | |||
| Other reserves | 4 445.7 | 4 420.5 | |||
| Retained earnings | 1 136.6 | -562.7 | |||
| Profi t/loss for the fi nancial year | 12 456.6 | 11 779.8 | |||
| Total shareholders' equity | 229 860.1 | 151 009.1 | |||
| Accumulated appropriations | 14 | 36 352.0 | 35 817.0 | ||
| Provisions | 15 | 3 182.9 | 3 288.4 | ||
| Liabilities | |||||
| Deferred tax liability | 16 | 774.8 | - | ||
| Non-current interest-bearing liabilities | 16 | 406 273.6 | 71 581.7 | ||
| Non-current non-interest bearing liabilities | 16 | 6 892.0 | - | ||
| Current interest-bearing liabilities | 17 | 116 348.1 | 136 428.3 | ||
| Current non-interest bearing liabilities | 17 | 5 509.4 | 4 362.2 | ||
| Total liabilities | 535 798.0 | 212 372.2 | |||
| EQUITY AND LIABILITIES, TOTAL | 805 193.0 | 402 486.7 | |||
| 2007 | 2006 | ||
|---|---|---|---|
| Cash fl ow from operating activities | |||
| EBIT | 4 352 | 3 858 | |
| Adjustments to EBIT | -7 629 | -2 849 | |
| Depreciation and impairment | 14 352 | 16 085 | |
| Change in provisions | -105 | - | |
| Change in net working capital | 307 | 2 645 | |
| Interest | -6 124 | -5 057 | |
| Dividends received | 9 626 | 234 | |
| Taxes | -972 | -4 079 | |
| Cash fl ow from operating activities | 13 807 | 10 837 | |
| Cash fl ow from investing activities | |||
| Purchases of shares | -86 674 | -17 960 | |
| Purchases of other fi xed assets | -66 227 | -37 699 | |
| Disposals of other fi xed assets | 2 879 | 7 845 | |
| Loans granted | -193 259 | - | |
| Repayments of loans receivable | 19 062 | - | |
| Cash fl ow from investing activities | -324 219 | -47 814 | |
| Cash fl ow before fi nancing activities | -310 412 | -36 977 | |
| Cash fl ow from fi nancing activities | |||
| Non-current borrowings raised | 542 077 | 40 000 | |
| Non-current borrowings repaid | -189 911 | -34 669 | |
| Increase/decrease in non-current receivables | - | -220 | |
| Current borrowings raised | 254 597 | 38 797 | |
| Current borrowings repaid | -290 284 | - | |
| Dividends paid | -9 305 | -9 305 | |
| Purchase of treasury shares | -1 826 | - | |
| Group contributions received | 16 120 | 1 520 | |
| Cash fl ow from fi nancing activities | 321 468 | 36 123 | |
| Change in cash and cash equivalents | 11 056 | -854 | |
| Cash and cash equivalents at 1.1. | 5 820 | 6 674 | |
| Cash and cash equivalents at 31.12. | 16 876 | 5 820 | |
| Change in working capital: | |||
| Increase (-)/decrease (+) in current operating receivables | 6 559 | 34 | |
| Increase (-)/decrease (+) in current non-interest bearing liabilities | -6 252 | 2 611 | |
HKScan Corporation is a Finnish public limited company established under the law of Finland. The company's registered offi ce is in Turku.
Until 31 March 2005, HKScan Corporation engaged in production and sales activities. The business transfer from HKScan Corporation to HK Ruokatalo Oy took place on 1 April 2005, after which date HKScan Corporation has acted as the Group's parent company. HKScan Corporation comprises Group management and Group administration.
HKScan Corporation's A Share has been quoted on the OMX Nordic Exchanges since 1997.
HKScan Corporation is a subsidiary of LSO Osuuskunta and part of the LSO Osuuskunta Group. LSO Osuuskunta's registered offi ce is in Turku.
Copies of HKScan Corporation's fi nancial statements are available at the company's registered offi ce at Kaivokatu 18, 20520 Turku.
The parent company's fi nancial statements have been prepared in compliance with valid Finnish accounting legislation (FAS). The HKScan Group's consolidated fi nancial statements have been prepared in compliance with the IFRS (International Financial Reporting Standards) and the IAS and IFRS standards and SIC and IFRIC interpretations valid at 31 December 2007.
The parent company complies with the accounting policies of the Group whenever possible, except for the differences listed below. In other respects, the accounting policies are the same as those of the Group. Goodwill in the parent company's balance sheet is depreciated on a straight-line basis over a period of fi ve years.
The amounts in the parent company income statement, balance sheet and notes are in thousands of euros unless otherwise stated.
The fi nancial statements for 2007 are comparable with the fi gures for 2006.
Transactions in foreign currency are recognised at the exchange rate on the day the transaction takes place. Trade receivables, trade payables and loans receivable denoted in foreign currencies and foreign currency bank accounts have been translated into the operational currency at the average exchange rate quoted by the European Central Bank at the balance sheet date. Gains and losses arising from business transactions in foreign currencies and from the translation of monetary items have been recognised in fi nancial income and expenses in the income statement.
Open derivatives in foreign currencies are valued at the exchange rates quoted at the balance sheet date. Changes in the value of currency futures are recognised in fi nancial income and expenses in the income statement.
HKScan Corporation employees' statutory pension provision has been organised through insurance in a pension insurance company. Statutory pension expenses have been charged in the year to which the contributions relate.
CEO Kai Seikku will retire at the age of 60. His pension is fi xed at 60% of retirement salary, which is calculated as the average of the two highest annual salaries in the four years preceding the end of his employment. The pension arrangement of the CEO's deputy is in harmony with that of the CEO.
The CEO's period of notice is six months by either party. If his employment is terminated by the company, the CEO is entitled to severance pay equivalent to 18 months' salary excluding incentive bonuses.
The CEO was paid a total salary of EUR 1.138 million, of which share bonuses tied to performance or other targets accounted for EUR 0.557 million. The CEO will be granted a maximum of 24 000 A Shares in the company on the basis of the actual results in the 2007 earning period of the share incentive scheme.
The company's pension commitment in respect of the defi ned benefi t relating to the former CEO's pension was EUR 3.2 million at 31 December 2007.
Consolidated accounting principles are applied to income taxes and deferred tax assets and liabilities when allowed under Finnish accounting principles. The deferred tax liability on depreciation difference is disclosed as a note.
All leasing payments have been treated as rent. Leasing payments based on unpaid leasing agreements are shown in contingent liabilities in the fi nancial statements.
Extraordinary income and expenses consists of group contributions received, which are eliminated in the consolidated fi nancial statements.
Accumulated appropriations consist of change in depreciation difference. The difference in depreciation according to plan and accounting depreciation is shown as an appropriation in the income statement and the accumulated difference in depreciation according to plan and accounting depreciation is shown in the balance sheet as accumulated appropriations.
| 2007 | 2006 | ||
|---|---|---|---|
| 1. Division of sales | |||
| Sales in Finland | 25 108 | 21 738 | |
| 25 108 | 21 738 | ||
| 2. Other operating income, total | |||
| Rental income | 619 | 797 | |
| Other operating income | 1 101 | 1 058 | |
| Gain on disposal of non-current assets | 51 | 2 889 | |
| Other operating income, total | 1 771 | 4 744 | |
| Employees, average | 13 | 14 | |
| 3. Staff costs | |||
| Salaries and fees | -2 315 | -2 048 | |
| Pension expenses | -1 677 | -1 430 | |
| Other social security costs | -212 | -169 | |
| Staff costs | -4 204 | -3 647 | |
| Management salaries, fees and benefi ts | |||
| Managing directors and vice presidents | 1 783 | 827 | |
| Board members | 216 | 115 | |
| Total | 1 999 | 942 | |
| 4. Depreciation and impairment | |||
| Depreciation according to plan | -15 389 | -14 637 | |
| Depreciation according to plan on non-current | |||
| assets and goodwill | -15 389 | -14 637 | |
| Impairment charge reversals for | |||
| non-current assets | 1 037 | - | |
| Impairment charge for non-current assets | - | -1 448 | |
| Exceptional value adjustments and | |||
| cancellations of non-current assets | 1 037 | -1 448 | |
| Total depreciation and impairment | -14 532 | -16 085 | |
| 5. Other operating expenses | |||
|---|---|---|---|
| Rents/leases | -1 621 | -744 | |
| Loss on disposal of fi xed assets, tangible assets total | -74 | -8 | |
| Loss on disposal of non-current assets | -74 | -8 | |
| Audit fees | -107 | -122 | |
| Audit fees, other expert services | -98 | -75 | |
| Audit fees | -205 | -197 | |
| Non-statutory staff costs | -252 | -160 | |
| Energy | -38 | 0 | |
| Maintenance | -24 | -3 | |
| Advertising, marketing and entertainment costs | -51 | -81 | |
| Service, information management and offi ce costs | -1 203 | -1 141 | |
| Other costs | -503 | -1 507 | |
| Total other operating expenses | -3 971 | -2 892 | |
| 6. Financial income and expenses | |||
| Financial income | |||
| Dividends from Group companies | 9 481 | 11 | |
| Dividends from participating interests | 135 | 214 | |
| Dividends from others | 10 | 9 | |
| Income from units | 9 626 | 234 | |
| Interest income on non-current fi nancial assets | |||
| from participating interests | 24 | 101 | |
| Interest income from other non-current fi nancial assets | 24 | 101 | |
| Other interest and fi nancial income | |||
| from Group companies | 10 566 | 3 926 | |
| Other interest and fi nancial income from others | 4 560 | 519 | |
| Other fi nancial income | 15 126 | 4 445 | |
| Total fi nancial income | 24 776 | 4 780 | |
| Financial expenses | |||
|---|---|---|---|
| Other interest and fi nancial expenses | |||
| payable to Group companies | -5 744 | -2 984 | |
| Other interest and fi nancial expenses | |||
| payable to participating interests | -5 | -4 | |
| Other interest payable and fi nancial expenses | |||
| to others | -20 758 | -6 615 | |
| Total other interest and fi nancial expenses | -26 507 | - 9 603 | |
| Total fi nancial expenses | -26 507 | -9 603 | |
| Total fi nancial income and expenses | -1 731 | -4 823 | |
| Foreign exchange gains | 4 130 | 311 | |
| Foreign exchange losses | -4 241 | -302 | |
| Total foreign exchange gains and losses | -111 | 9 | |
| 7. Extraordinary items | |||
| Extraordinary income | 11 342 | 16 120 | |
| Total extraordinary items | 11 342 | 16 120 | |
| 8. Appropriations | |||
| Increase (-) or decrease (+) in depreciation difference | -535 | 704 | |
| Total appropriations | -535 | 704 | |
| 9. Direct taxes | |||
| Income tax on ordinary operations | 2 530 | 226 | |
| Income tax on extraordinary items | -2 949 | -4 191 | |
| Tax for previous fi nancial years | -396 | -407 | |
| Change in deferred tax liabilities and assets | -157 | 293 | |
| Income tax on ordinary operations | -972 | -4 079 | |
| Intangible assets 2007 | |
|---|---|
| ------------------------ | -- |
| Intangible | Goodwill | Other | Total | ||
|---|---|---|---|---|---|
| rights | long-term | ||||
| expenditure | |||||
| Acquisition cost at 1.1. | 2 948 | 1 023 | - | 3 971 | |
| Increase | 246 | 200 | 8 | 454 | |
| Decrease | -9 | - | - | -9 | |
| Transfers between items | - | - | 107 | 107 | |
| Acquisition cost at 31.12. | 3 185 | 1 223 | 115 | 4 523 | |
| Accumulated depreciation at 1.1. | -904 | -749 | - | -1 652 | |
| Accumulated depreciation | |||||
| on disposals and reclassifi cations | - | - | - | 0 | |
| Depreciation for the fi nancial year | -192 | -118 | -2 | -312 | |
| Impairment | - | - | - | 0 | |
| Accumulated depreciation at 31.12. | -1 096 | -866 | -2 | -1 964 | |
| Carrying value at 31.12. | 2 089 | 356 | 113 | 2 559 | |
| Land and | Buildings | Machinery | Other | Payments | Tot. | ||
|---|---|---|---|---|---|---|---|
| and water | and equipment | tangible assets | on account | ||||
| Acquisition cost at 1.1. | 3 147 | 179 637 | 151 015 | 2 977 | 10 799 | 347 575 | |
| Increase | - | 151 | 1 040 | 9 | 64 312 | 65 512 | |
| Decrease | - | -10 412 | -5 477 | -465 | - | -16 354 | |
| Transfers between items | - | 10 229 | 17 560 | 223 | -28 012 | 0 | |
| Acquisition cost at 31.12. | 3 147 | 179 605 | 164 138 | 2 752 | 47 099 | 396 741 | |
| Accumulated depreciation at 1.1. | - | -62 578 | -94 847 | -2 702 | - | -160 126 | |
| Accumulated depreciation | |||||||
| on disposals and reclassifi cations | - | 7 969 | 5 288 | 350 | - | 13 607 | |
| Depreciation for the fi nancial year | - | -5 065 | -9 915 | -97 | - | -15 077 | |
| Impairment | - | - | 1 037 | - | - | 1 037 | |
| Accumulated depreciation at 31.12. | 0 | -59 674 | -98 437 | -2 449 | 0 | -160 559 | |
| Carrying value at 31.12. | 3 147 | 119 932 | 65 701 | 303 | 47 099 | 236 182 | |
| Revaluations included in acquisition cost | |||||||
| Revaluations at 1.1. | - | 3 364 | - | - | - | 3 364 | |
| Increase | - | - | - | - | - | 0 | |
| Decrease | - | - | - | - | - | 0 | |
| Revaluations at 31.12. | 0 | 3 364 | 0 | 0 | 0 | 3 364 | |
| Holdings | Holdings | Amounts | Other | ||
|---|---|---|---|---|---|
| in Group | in | owed by | shares and | ||
| companies | associates | associates | holdings | Total | |
| Acquisition cost at 1.1. | 142 130 | 1 594 | 47 | 204 | 143 975 |
| Increase | 161 648 | - | - | - | 161 648 |
| Decrease | - | - | - | - | 0 |
| Transfers between items | - | - | - | - | 0 |
| Acquisition cost at 31.12. | 303 778 | 1 594 | 47 | 204 | 305 623 |
| Carrying value at 31.12. | 303 778 | 1 594 | 47 | 204 | 305 623 |
| 31.12.2007 | 31.12.2006 | ||
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | |||
| Intangible rights | 2 089 | 2 045 | |
| Goodwill | 356 | 274 | |
| Other long-term expenditure | 113 | - | |
| Intangible assets | 2 559 | 2 319 | |
| Tangible assets | |||
| Land and water | 3 147 | 3 147 | |
| Buildings | 119 932 | 117 059 | |
| Machinery and equipment | 65 701 | 56 168 | |
| Other tangible assets | 303 | 276 | |
| Payments on account | |||
| and tangible assets in the course of construction | 47 099 | 10 799 | |
| Tangible assets | 236 182 | 187 449 | |
| Financial assets | |||
| Holdings in Group companies | 303 778 | 142 130 | |
| Holdings in associates | 1 594 | 1 594 | |
| Amounts owed by participating interests | 47 | 47 | |
| Other shares and holdings | 204 | 204 | |
| Financial assets | 305 623 | 143 975 | |
| Non-current assets, total | 544 365 | 333 743 | |
| 11. Non-current receivables | |||
| Non-current loan receivables | 3 700 | 3 913 | |
| Deferred tax assets | 827 | 985 | |
| Other receivables | 938 | - | |
| Total | 5 465 | 4 898 | |
| Amounts owed by Group companies: | |||
| Long-term Group loan receivables | 214 222 | 40 270 | |
| Other | - | 11 | |
| Long-term receivables from Group companies | 214 222 | 40 281 | |
| Total non-current receivables | 219 687 | 45 179 | |
| 12. Current receivables | |||
|---|---|---|---|
| Trade receivables | 9 | 6 | |
| Prepayments and accrued income (from others) | 4 015 | 1 474 | |
| Total | 4 024 | 1 480 | |
| Amounts owed by Group companies: | |||
| Trade receivables | 77 | 29 | |
| Loan receivables | - | 100 | |
| Prepayments and accrued income (within Group) | 8 155 | - | |
| Other receivables | 11 448 | 16 133 | |
| Total | 19 680 | 16 262 | |
| Amounts owed by participating interests: | |||
| Loan receivables | 559 | - | |
| Other receivables | 3 | 2 | |
| Short-term receivables from participating interests | 562 | 2 | |
| Total short-term receivables | 24 266 | 17 745 | |
| Main items included in prepayments and accrued income | |||
| Matched fi nancial items | 135 | 37 | |
| Matched staff costs | 194 | - | |
| Matched taxes | 2 015 | - | |
| VAT receivable | 560 | 321 | |
| Other prepayments and accrued income | 1 110 | 1 116 | |
| Total | 4 014 | 1 474 | |
| Share | Share | Reval- | Treasury | RIUE | Other | Ret. | Tot. | |
|---|---|---|---|---|---|---|---|---|
| capital | premium | uation | shares | res. | earnings | |||
| reserve | reserve | |||||||
| Shareholders' equity at 1.1. | 58 587 | 73 420 | 3 364 | - | - | 4 421 | 11 217 | 151 009 |
| Increase | - | - | - | - | - | 2 230 | - | 2 230 |
| Dividend distribution | - | - | - | - | - | - | -9 305 | -9 305 |
| Share issue | 8 233 | - | - | - | 66 742 | - | - | 74 975 |
| Direct recognition | ||||||||
| in retained earnings | - | - | - | - | - | - | -775 | -775 |
| Purchase of treasury shares | - | - | - | -1 825 | - | - | -1 825 | |
| Payments made in treasury shares | - | - | - | 1 095 | - | - | - | 1 095 |
| Profi t for the period | - | - | - | - | - | - | 12 456 | 12 456 |
| Shareholders' equity at 31.12. | 66 820 | 73 420 | 3 364 | -730 | 66 742 | 6 651 | 13 593 | 229 860 |
| Share | Share | Revalu- | Treasury | RIUE | Other | Ret. | Tot. | |
|---|---|---|---|---|---|---|---|---|
| capital | premium | ation | shares | reserves | earnings | |||
| reserve | reserve | |||||||
| Shareholders' equity at 1.1. | 58 587 | 73 420 | 3 364 | - | - | 4 411 | 9 337 | 149 119 |
| Rights issue | - | - | - | - | - | 10 | - | 10 |
| Share premium | - | - | - | - | - | - | -9 305 | -9 305 |
| Increase | - | - | - | - | - | - | -595 | -595 |
| Dividend distribution | - | - | - | - | - | - | - | 0 |
| Profi t for the period | - | - | - | - | - | - | 11 780 | 11 780 |
| Shareholders' equity | 58 587 | 73 420 | 3 364 | - | - | 4 421 | 11 217 | 151 009 |
| Distributable assets | 31.12.2007 | 31.12.2006 | |
|---|---|---|---|
| Contingency fund | 167 | 142 | |
| Treasury shares | -731 | - | |
| Retained earnings | 1 137 | -563 | |
| Profi t/loss for the fi nancial year | 12 456 | 11 780 | |
| Distributable assets | 13 029 | 11 359 | |
| 14. Accumulated appropriations | |||
| Depreciation difference | 36 352 | 35 817 | |
| Total appropriations | 36 352 | 35 817 | |
| The unrecognised deferred tax liability on depreciation difference is EUR 9 452K. | |||
| 15. Provisions | |||
| Provisions for pensions | 3 183 | 3 288 | |
| Provisions, total | 3 183 | 3 288 | |
| 16. Non-current liabilities | |||
| Deferred tax liability | 775 | - | |
| Loans from fi nancial institutions | 406 273 | 69 715 | |
| Other liabilities | 6 892 | 1 867 | |
| Total | 413 940 | 71 582 | |
| Total non-current liabilities | 413 940 | 71 582 | |
| Non-current liabilities | |||
| Interest-bearing: | |||
| Amounts owed to others | 406 273 | 71 582 | |
| Non-current interest-bearing liabilities | 406 273 | 71 582 | |
| Non-interest bearing: | |||
| Amounts owed to others | 7 667 | - | |
| Non-current non-interest bearing liabilities | 7 667 | - | |
| Total non-current liabilities | 413 940 | 71 582 | |
| 17. Current liabilities | |||
| Loans from fi nancial institutions | 39 007 | 93 235 | |
| Trade payables | 256 | 1 007 | |
| Accruals and deferred income | 3 983 | 2 978 | |
| Other liabilities | 1 085 | 278 | |
| Total | 44 331 | 97 497 | |
| Amounts owed to Group companies: | |||
|---|---|---|---|
| Trade payables | 177 | 98 | |
| Other liabilities | 77 349 | 43 043 | |
| Total | 77 526 | 43 141 | |
| Amounts owed to participating interests: | |||
| Other liabilities | - | 152 | |
| Total | - | 152 | |
| Total current liabilities | 121 857 | 140 790 | |
| Current liabilities | |||
| Interest-bearing: | |||
| Current amounts owed to Group companies | 77 341 | 43 043 | |
| Current amounts owed to participating interests | - | 150 | |
| Amounts owed to others | 39 007 | 93 235 | |
| Current interest-bearing liabilities | 116 348 | 136 428 | |
| Non-interest bearing: | |||
| Current amounts owed to Group companies | 185 | 98 | |
| Current amounts owed to participating interests | - | 2 | |
| Amounts owed to others | 5 324 | 4 262 | |
| Current non-interest bearing liabilities | 5 509 | 4 362 | |
| Total current liabilities | 121 857 | 140 790 | |
| Main items (non-current and current) included in accruals and deferred income | |||
| Matched staff costs | 2 789 | 870 | |
| Matched interest costs | 751 | 1 010 | |
| Matched income taxes | - | 913 | |
| Other accruals and deferred income | 443 | 185 | |
| Total | 3 983 | 2 978 | |
| Liabilities due in fi ve years or more | |||
| Loans from fi nancial institutions | 152 785 | 5 626 | |
| Other long-term liabilities | 354 | 656 | |
| Liabilities due in fi ve years or more | 153 139 | 6 282 | |
| Contingent liabilities | |||
|---|---|---|---|
| 2007 | 2006 | ||
| Debts secured by mortgages and shares | |||
| Loans from fi nancial institutions | 2 420 | 27 723 | |
| Total | 2 420 | 27 723 | |
| Real estate mortgages | 2 856 | 38 771 | |
| Floating charges | 5 046 | 7 568 | |
| Securities pledged | |||
| Total | 7 902 | 46 339 | |
| Security for debts of subsidiaries and other Group companies | |||
| Guarantees | 61 832 | 6 867 | |
| Total | 61 832 | 6 867 | |
| Security for debts of participating interests | |||
| Guarantees | 4 701 | 3 565 | |
| Total | 4 701 | 3 565 | |
| Security for debts of others | |||
| Guarantees | 5 563 | 3 545 | |
| Total | 5 563 | 3 545 | |
| Other contingencies | |||
| Leasing commitments | |||
| Lease liabilities maturing in less than a year | - | 8 | |
| Lease liabilities maturing in 1-5 years | - | 13 | |
| Rent liabilities | 1 920 | 2 748 | |
| Total other contingencies | 1 920 | 2 769 | |
| 2007 | 2006 | |
|---|---|---|
| Interest-rate derivatives | ||
| - Interest swap contracts | 56.2 | - |
| Foreign exchange derivatives | ||
| - Foreign exchange contracts | 50.8 | 0.5 |
| Commodity derivatives | ||
| - Electricity futures | 5.1 | 6.5 |
| 112.1 | 7.0 |
| Fair value | Fair value | Fair value | Fair value | |
|---|---|---|---|---|
| positive | negative | net | net | |
| Interest-rate derivatives | ||||
| - Interest swap contracts | 0.1 | 0.0 | 0.1 | - |
| Foreign exchange derivatives | ||||
| - Foreign exchange contracts | 0.1 | -0.1 | 0.0 | 0.0 |
| Commodity derivatives | ||||
| - Electricity futures | 1.1 | - | 1.1 | 0.2 |
| 1.3 | -0.1 | 1.2 | 0.2 |
Vantaa, 25 February 2008
Marcus H. Borgström Markku Aalto Johan Mattsson
Karsten Slotte Tiina Varho-Lankinen Kai Seikku
We have audited the accounting records, fi nancial statements, the report of the Board of Directors and administration of HKScan Corporation for the period 1 January - 31 December 2007. The Board of Directors and the CEO have prepared the report of the Board of Directors and the consolidated fi nancial statements in compliance with International Financial Reporting Standards as adopted by the EU and have prepared the parent company's fi nancial statements – which comprise the parent company's balance sheet, income statement, funds statement and notes to the fi nancial statement – in accordance with the prevailing regulations in Finland. Based on our audit, we express an opinion on the consolidated fi nancial statements, the parent company's fi nancial statements, the report of the Board of Directors and administration.
We have conducted the audit in compliance with Finnish Standards on Auditing. Those standards require us to perform the audit to ensure reasonable assurance about whether 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 fi nancial statements, assessing the accounting policies used and signifi cant estimates made by management as well as overall evaluation of the fi nancial statement presentation. The purpose of our audit of administration is to examine that members of the Board of Directors and the CEO of the parent company have legally complied with the rules of the Companies Act.
In our opinion, the consolidated fi nancial statements give a true and fair view, as referred to in the International Financial Reporting Standards as adopted by the EU and defi ned in the Finnish Accounting Act, of the consolidated result of operations as well as of the fi nancial position.
In our opinion, the parent company's fi nancial statements have been prepared in compliance with the Finnish Accounting Act and other rules and regulations governing the preparation of fi nancial statements in Finland. The fi nancial statements give a fair and true view, as defi ned in the Finnish Accounting Act, of the parent company's result of operations as well as of the fi nancial position.
The report of the Board of Directors has been prepared in compliance with the Finnish Accounting Act and other rules and regulations governing the preparation of such reports in Finland. The report of the Board of Directors is consistent with the fi nancial statements and gives a true and fair view, as defi ned in the Finnish Accounting Act, of the consolidated and parent company's result of operations as well as of the fi nancial position.
The consolidated and parent company's fi nancial statements can be adopted and the members of the Board of Directors and the CEO can be discharged from liability for the period audited by us. The proposal by the Board of Directors for the disposal of distributable funds is in compliance with the Companies Act.
Vantaa, 11 March 2008
PricewaterhouseCoopers Oy Authorised Public Accountants
Johan Kronberg Petri Palmroth APA APA
HKScan has adopted dividend distribution of at least 30 percent of the year's net profi t as one of its key fi nancial targets. The dividend per share of EUR 0.27 for 2007 proposed by the Board is equivalent to 37.7 percent of result. The fi gure in the previous year was 34.2 percent.
The Company's registered and fully paid-up share capital at the balance sheet date was EUR 66 820 528.10. The share capital breaks down as follows:
| A Shares | 33 906 193 |
|---|---|
| K Shares | 5 400 000 |
| Total | 39 306 193 |
Under the company's Articles of Association, each A Share conveys one vote and each K Share 20 votes. The K Shares are held by LSO Osuuskunta and Swedish Meats. Each share gives equal entitlement to a dividend. The shares had a nominal value of EUR 1.70 each until nominal values were abandoned on 30 April 2007.
The company's shares joined the book-entry securities system on 31 October 1997.
At the end of the period under review, HKScan had 7 768 shareholders.
On 29 January 2007, the Board resolved to exercise the authorisation granted to it by the Extraordinary General Meeting of 22 December 2006 and directed an issue of 4 843 000 A Shares to Swedish Meats. The issue was executed as part of the acquisition of the business of Swedish Meats (Scan AB). The subscription period was 29 January 2007 and the issue price was EUR 15.55 per share. The company's share capital was increased by EUR 8 233 100.00 to the current EUR 66 820 528.10. The increase was entered in the Trade Register on 5 February 2007. The new shares are fi rst entitled to full dividend for the 2007 fi nancial year.
HKScan's A Share has been quoted on OMX Nordic Exchange since 6 February 1997. During the year under review, 17 841 862 of the company's shares were traded for a total of EUR 292 234 851.
The highest price quoted was EUR 21.02 and the lowest EUR 12.22. The middle price was EUR 16.54 and the year-end closing price was EUR 14.04. The share price fell by 3.2 percent on the year while the index for the Consumer Staples sector (HX302020) declined by 10.8 percent or 20.6 points on the year.
The company's market capitalisation (A and K Shares) at the balance sheet date was EUR 551.9 million, having stood at EUR 499.7 million a year earlier.
HKScan has in place a market making agreement with Glitnir Pankki Oy which meets the requirements of OMX Nordic Exchange's Liquidity Providing (LP) operation.
Pursuant to an authorisation granted by the Annual General Meeting on 20 April 2007, the company acquired 100 000 of its own A Shares in public trading on OMX Nordic Exchange in May for use in its share incentive scheme. At year-end, the company held a total of 40 024 of its A Shares. These had a market value of EUR 0.6 million and accounted for 0.10% of all shares and 0.03% of all votes. The acquisition cost of EUR 0.73 million reduces the Group's equity.
On 19 December 2007, pursuant to an authorisation granted to it by the AGM of 20 April 2007, the Board of HKScan decided on a directed bonus issue in order to implement an incentive and commitment scheme for key employees in the HKScan Group. The issue involved the gratuitous assignment of a total of 59 976 A Shares held by the company to key employees in HKScan Corporation's Share Incentive Scheme 2006 as payment of incentive bonus for the 2006 earning period.
The share incentive scheme is discussed in detail in the Notes to the consolidated fi nancial statements under Employee benefi ts.
The company's largest shareholders LSO Osuuskunta cooperative and Swedish Meats executed on 28 August 2007 a stock swap in which Swedish Meats transferred 665 000 A Shares in HKScan to LSO Osuuskunta and received in return from LSO Osuuskunta the same number of K Shares in HKScan. LSO Osuuskunta and Swedish Meats had agreed on the swap on 13 December 2006.
The Board gave its consent required under the Articles of Association to the transfer of K Shares.
The holdings of LSO Osuuskunta and Swedish Meats after the stock swap and Swedish Meats' notifi cation of the same date, 28 August 2007, are as follows:
| A Shares | K Shares | % of shares % of votes | ||
|---|---|---|---|---|
| LSO Osuuskunta | 8 838 113 | 4 735 000 | 34.53 | 72.96 |
| Swedish Meats | 4 231 000 | 665 000 | 12.45 | 12.35 |
During 2007, the company received the following notices regarding changes in holdings pursuant to Chapter 2, section 9 of the Securities Market Act.
On 8 February 2007 Danish Crown's holding in HKScan was diluted to 8.89 percent of the shares and 2.46 percent of the votes as a consequence of the increase in HKScan's share capital.
Swedish Meats announced on 15 February 2007 that the conditional agreement notifi ed by it on 13 November 2006 had been executed. Swedish Meats' holding in HKScan was thus confi rmed at 12.32 percent of the shares and 3.41 percent of the votes.
The holding of Danish Crown was reduced to 1.00 percent of the share capital and 0.28 percent of the votes as a result of a sale of shares to institutional investors on 7 March 2007.
On 20 June 2007, Julius Baer International Equity Fund clarifi ed its earlier announcement stating that its holding in HKScan Corporation now amounted to 5.13 percent of the shares and 1.42 percent of the votes. In addition, Julius Baer Investment Management LLC (the fund company of the Julius Baer International Equity Fund) held 3.09% of the shares and 0.86% of the votes in HKScan on behalf of its clients.
On 28 August 2007, Swedish Meats announced that subsequent to the stock swap between it and LSO Osuuskunta agreed on 13 December 2006, it now held 12.45 percent of the shares and 12.35 of the votes in HKScan.
| OMX Helsinki: HKSAV | Reuters: HKSAV.HE |
|---|---|
| Bloomberg: HKSAV:FH | ISIN code: FI0009006308 |
Shares traded 2003-2007 (value of shares in million euros traded per month) Share performance 2003-2007 (middle price in euros each month)
Shares traded 2003-2007 (number of shares traded per month)
Total shares traded 2003-2007 on Helsinki Exchanges (EUR million)
Total dividends paid 2003-2007 (EUR million)
| Number of | No. of | % | shares | % | votes | % |
|---|---|---|---|---|---|---|
| shares | shareholders | held | held | |||
| 1 - 100 | 2 591 | 33.355 | 121 756 | 0.310 | 121 756 | 0.086 |
| 101 - 500 | 2 935 | 37.783 | 841 384 | 2.141 | 841 384 | 0.593 |
| 501 -1 000 | 1 003 | 12.912 | 764 830 | 1.946 | 764 830 | 0.539 |
| 1 001 - 5 000 | 1 042 | 13.414 | 2 136 275 | 5.435 | 2 136 275 | 1.505 |
| 5 001 – 10 000 | 95 | 1.223 | 681 847 | 1.735 | 681 847 | 0.480 |
| 10 001 - 50 000 | 72 | 0.927 | 1 516 332 | 3.858 | 1 516 332 | 1.069 |
| 50 001 - 100 000 | 9 | 0.116 | 605 868 | 1.541 | 605 868 | 0.427 |
| 100 001 - 500 000 | 12 | 0.154 | 3 456 471 | 8.794 | 3 456 471 | 2.436 |
| 500 001 - | 9 | 0.116 | 28 371 185 | 72.180 | 118 336 185 | 83.390 |
| Total | 7 768 | 100.000 | 38 495 948 | 97.939 | 128 460 948 | 90.525 |
| Waiting list | 665 000 | 1.692 | 13 300 000 | 9.372 | ||
| General account | 145 245 | 0.370 | 145 245 | 0.102 | ||
| Issued | 39 306 193 | 100.000 | 141 906 193 | 100.000 | ||
| % of | % of | |
|---|---|---|
| shareholders | shares | |
| Corporates | 4.27 | 48.82 |
| Finance and insurance companies | 0.48 | 6.83 |
| Public sector entities | 0.20 | 5.82 |
| Households | 93.34 | 11.24 |
| Non-profi t organisations | 1.43 | 3.83 |
| Abroad | 0.28 | 1.26 |
| Waiting list | 1.69 | |
| General account | 0.37 | |
Of the total shares, including nominee registered shares, 21.41% were in foreign ownership. This compares to 24.08% percent a year earlier.
| A | K | % | % | |
|---|---|---|---|---|
| Shares | Shares | Shares | of shares | of votes |
| LSO Osuuskunta | 8 965 430 | 4 735 000 | 34.86 | 73.05 |
| Swedish Meats *) | 4 178 000 | 665 000 | 12.32 | 12.32 |
| Nordea Nordic small cap mutual fund | 728 983 | - | 1.85 | 0.51 |
| Tapiola Pension Insurance Company | 728 831 | - | 1.85 | 0.51 |
| OP-Suomi Arvo mutual fund | 610 000 | - | 1.55 | 0.43 |
| Central Union of Agricultural | ||||
| Producers and Forest Owners | 608 300 | - | 1.55 | 0.43 |
| Ilmarinen Pension Insurance Company | 478 748 | - | 1.22 | 0.34 |
| Veritas Pension Insurance Company Ltd | 435 266 | - | 1.11 | 0.31 |
| Säästöpankki Kotimaa mutual fund | 427 750 | - | 1.09 | 0.30 |
| Danish Crown | 393 062 | - | 1.00 | 0.28 |
| Varma Pension Insurance Company | 351 989 | - | 0.90 | 0.25 |
| OP-Suomi pienyhtiöt mutual fund | 343 814 | - | 0.87 | 0.24 |
| Evli Select mutual fund | 242 900 | - | 0.62 | 0.17 |
| Etera Pension Insurance Company | 210 000 | - | 0.53 | 0.15 |
| SEB Gyllenberg Finlandia mutual fund | 184 000 | - | 0.47 | 0.13 |
| FIM Fenno mutual fund | 153 142 | - | 0.39 | 0.11 |
| Paistipoika Oy | 133 800 | - | 0.34 | 0.09 |
| OP-Pohjola pienyhtiöt mutual fund | 102 000 | - | 0.26 | 0.07 |
| Nominee registered | 7 898 206 | - | 20.09 | 5.57 |
| Other | 6 731 972 | - | 17.13 | 4.74 |
| Total | 33 906 193 | 5 400 000 | 100.00 | 100.00 |
| Share | No. of shares | % | % |
|---|---|---|---|
| series | of equity | of votes | |
| A Shares | 33 906 193 | 86.26 % | 23.89 % |
| K Shares | 5 400 000 | 13.74 % | 76.11 % |
| Total | 39 306 193 | 100.00 % | 100.00 % |
Each A Share conveys one (1) vote, each K Share conveys 20 votes.
*) Swedish Meats announced on 27 August 2007 that it held 4 231 000 A Shares and 665 000 K Shares, equivalent to 12.45% of the shares and 12.35% of the votes in HKScan. The number of A Shares announced by Swedish Meats is 53 000 shares higher than reported in the share register. The difference has been incorporated into nominee registered shares.
HKScan Corporation's Annual General Meeting will be held at 11am on Tuesday, 22 April 2008 in Helsinki in the Terrace Hall at Finlandia Hall, address Mannerheimintie 13 e, 00100 Helsinki, Finland. Examination of proxy forms will begin at 10am. Shareholders wishing to attend the Annual General Meeting should notify the company of their intention to do so by 4pm Finnish time on 14 April 2008 either in writing to HKScan Corporation, Annual General Meeting, PO Box 50, FI-20521 Turku, Finland, by fax to +358 (0)2 250 1667, by email to [email protected] or by telephoning +358 (0)10 570 100 / Hujanen.
To be eligible to attend the Annual General Meeting, shareholders should be registered by 11 April 2008 in HKScan Corporation's share register maintained by the Finnish Central Securities Depository Ltd (APK).
The Board of Directors recommends to the Annual General Meeting that a dividend of EUR 0.27 per share be declared for 2007. The dividend decided by the Annual General Meeting will be paid to those shareholders entitled to such dividend who are registered in the share register at 25 April 2008. The proposed payment date for the dividend is 6 May 2008. Shareholders whose shares are not registered in the book-entry securities system at the record date, 25 April 2008, will duly receive their dividend once they have transferred their shares to the book-entry securities system.
The share register of HKScan Corporation is maintained by the Finnish Central Securities Depository Ltd, PO Box 1110, FI-00101 Helsinki, Finland. Its street address is Urho Kekkosen katu 5 C, 00100 Helsinki, telephone +358 (0)20 7706000 and email info@ ncsd.eu.
Shareholders should notify any changes of name and address to the book-entry securities register where their book-entry account is registered.
The company publishes an English translation of the original Finnish annual report in April each year and three interim reports.
The annual report and interim reports are published in Finnish and English. The interim reports are also published in Swedish. The publications are available for review on our website www.hkscan. com where the company also posts its stock exchange releases.
Printed versions of the annual report will be posted automatically to all shareholders with at least 500 HKScan shares and registered in the company's share register kept by the Finnish Central Securities Depository. The interim reports are published in the form of stock exchange release and are also available for review on the website. Copies of interim reports will be sent on request by post or as an email attachment.
Annual reports and interim reports may be ordered via our website under Feedback or by letter to HKScan Corporation, Corporate Communications, PO Box 50, FI-20521 Turku, Finland, by telephone +358 (0)10 570 100 / Corporate Communications, by fax to +358 (0)10 570 6102 or by email to [email protected]
HKScan observes a 'silent period' prior to the release of its interim reports and fi nancial statements bulletin. The silent period begins three weeks before the release date. During this time, the company will not comment on matters pertaining to its fi nancial standing.
HKScan published a total of 39 company releases via OMX Nordic Exchange in 2007. These are available for review in full on the company's website www.hkscan.com under Stock Exchange Releases. Releases published after February 2007 are also available on the website of the Central Storage Facility at www.oam.fi
| 29 Jan 2007 | Corporate arrangement between HK Ruokatalo Group and Swedish Meats executed - Scan AB launches operations in Sweden |
|---|---|
| 2 Feb 2007 | Changes in HK Ruokatalo Group management |
| 5 Feb 2007 | Increase in share capital registered |
| 8 Feb 2007 | Notifi cation under the Securities Markets Act |
| 9 Feb 2007 | Changes in publication dates in 2007 |
| 12 Feb 2007 | Information on the operations of Swedish Meats in 2006 |
| 15 Feb 2007 | Notifi cation under the Securities Markets Act |
| 26 Feb 2007 | HK Ruokatalo Group's fi nancial statement bulletin for 2006 |
| 27 Feb 2007 | Changes in management of HK Ruokatalo's Finnish operations |
| 28 Feb 2007 | Tampere property changes hands |
| 6 Mar 2007 | Scan enhances operations in Southern Sweden |
| 7 Mar 2007 | Notifi cation under the Securities Markets Act |
| 21 Mar 2007 | Notice to the Annual General Meeting of Shareholders |
| 4 Apr 2007 | Registration document and 2006 annual report published |
| 10 Apr 2007 | HK Ruokatalo Group's new shares on the main list |
| 20 Apr 2007 | HK Ruokatalo Group's Annual General Meeting |
| 27 Apr 2007 | HK Ruokatalo Group's interim report for 1 January to 31 March 2007 |
| 30 Apr 2007 | HK Ruokatalo Group is now offi cially HKScan |
| 7 May 2007 | HKScan to start acquiring treasury shares |
| 31 May 2007 | HKScan to rationalize operations in Sweden |
| 19 Jun 2007 | HKScan raises EUR 550 million syndicated credit facility |
|---|---|
| 20 Jun 2007 | Amendment to previous notifi cation on change in ownership |
| 3 Jul 2007 | HK Ruokatalo plans cooperation to rationalise the use of slaughtering |
| and cutting capacity | |
| 14 Aug 2007 | HKScan Group interim report 1 January – 30 June 2007 |
| 27 Aug 2007 | LSO Osuuskunta and Swedish Meats executed stock swap regarding shares in HKScan |
| 28 Aug 2007 | Notifi cation under the Securities Markets Act |
| 29 Aug 2007 | Correction to disclosure about change in ownership |
| 14 Sep 2007 | Meat volume processed by HK Ruokatalo set to rise |
| 17 Sep 2007 | Scan to spin off business units in Sweden |
| 9 Oct 2007 | Restructuring programme at HK Ruokatalo nearing completion |
| 23 Oct 2007 | Disruption in egg production chain at Tallegg |
| 2 Nov 2007 | HKScan Group interim report 1 January - 30 September 2007 |
| 5 Nov 2007 | Animal disease confi rmed in Estonian egg production |
| 15 Nov 2007 | Scan AB proposes acquisition in Sweden |
| 3 Dec 2007 | HKScan to streamline and standardise purchasing |
| 7 Dec 2007 | Management transition at HK Ruokatalo Oy |
| 18 Dec 2007 | Management changes at HK Ruokatalo and LSO Foods at 1 January 2008 |
| 19 Dec 2007 | Financial calendar year 2008 |
| 20 Dec 2007 | The Board of Directors of HKScan decided on directed bonus issue |
Further information about corporate governance is available on the company's website www.hkscan.com under Investor Information > Corporate Governance.
Ultimate decision-making power in HKScan Corporation is vested in shareholders at the Annual General Meeting or at Extraordinary Meetings of Shareholders. The Annual General Meeting is held by the end of June each year. The Board of Directors sends a notice to shareholders and draws up the agenda. The Annual General Meeting convenes for the following purposes:
Likewise changes in the share capital and Articles of Association are also items of business to be considered by the Annual General Meeting or, if necessary, by an Extraordinary General Meeting.
HKScan has two share series, Series A and Series K. Series A Shares are quoted on the Main List of OMX Nordic Exchange. Series K Shares are unquoted. The series entitle to identical rights except that each A Share conveys one vote and each K Share 20 votes. The K Shares are held by LSO Osuuskunta and Swedish Meats.
The company has no Supervisory Board.
HKScan Corporation's Board of Directors comprises fi ve members, who represent the company's shareholders and have a considerable breadth and depth of commercial and international experience that is important to the company.
Under the Articles of Association, the Board of Directors comprises between fi ve and seven members. The Annual General Meeting decides the number of Board members, appoints all members for a term of offi ce of one year at a time and also fi xes the remuneration they receive. Persons elected to the Board of Directors must be under the age of 62. In accordance with the prevailing practice, producer representatives form a majority on the company's Board of Directors and have a production contract to supply the company with raw meat at the market price.
The Board of Directors elects a chairman and deputy chairman from among its members. The chairman may not be an employee of the company. The work of the Board of Directors is based on the Finnish Limited Liability Companies Act, the provisions contained in the Company's Articles of Association and the Board's own rules of procedure.
The Board of Directors meets at least fi ve times a year at preagreed times. More meetings may be held if required. The chairman of the Board normally sends notices of Board meetings at least one week beforehand. At least half the members must be present for the Board to be quorate.
The company's CEO does not serve on the Board but attends its meetings and provides monthly reports to the Board on the Group's fi nancial performance and market situation. He also presents the materials of the fi nancial statements and interim reports to the Board. The auditors consult with the Board annually after the fi nancial statements have been prepared.
During 2007, the Board met 12 times. The average attendance rate of Board members was 94.0 percent.
In 2007 and 2006, members of the Board of Directors received remuneration and other benefi ts as follows:
| 2007 | 2006 | |
|---|---|---|
| Marcus H. Borgström (chair) | EUR 54 050 | EUR 31 640 |
| Markku Aalto (deputy chair) | EUR 35 200 | EUR 21 610 |
| Heikki Kauppinen | EUR 24 600 | EUR 15 200 |
| Tiina Varho-Lankinen | EUR 24 700 | EUR 16 370 |
| Johan Mattsson | EUR 16 433 | - |
| Karsten Slotte | EUR 15 833 | - |
Four committees have been set up in HKScan Corporation to streamline the preparation of matters for the consideration of the Board:
(1) Nomination Committee tasked with i.a. enhancing the effi cien-
cy of preparation of matters pertaining to the appointment and remuneration of Board members. The Committee is chaired by Marcus H. Borgström and its members are Johan Mattsson and Tiina Varho-Lankinen.
(2) Compensation Committee tasked i.a. with preparing matters pertaining to the appointment and remuneration of company management and the company's compensation schemes. The Committee is chaired by Marcus H. Borgström and its members are Markku Aalto and Karsten Slotte.
(3) Audit Committee tasked with i.a. monitoring the company's fi nancial position and supervising fi nancial reporting. The Committee is chaired by Marcus H. Borgström and its members are Heikki Kauppinen and Tiina Varho-Lankinen.
(4) Working Committee tasked with serving as a general preparatory body for the Board. The Working Committee is chaired by Marcus H. Borgström and its members are Markku Aalto, Karsten Slotte and Johan Mattsson.
The Board of Directors appoints the parent company's CEO and also decides his or her salary and other benefi ts. The company's CEO since 1 April 2006 has been Kai Seikku, MSc (Econ. & Bus. Admin.) The Group Management Team consists of the CEO, CFO, CMO, managing directors of HK Ruokatalo Oy and Scan AB, executive vice president of the Baltic Group and the secretary. The Management Team convenes 8–10 times per year.
In 2007, Kai Seikku was paid a total salary of EUR 1.138 million, (EUR 0.457 million) of which share bonuses tied to performance or other targets accounted for EUR 0.557 million. The bonus under the incentive scheme included 19 922 A Shares in HKScan awarded for the 2006 earning period. The CEO will be granted a maximum of 24 000 A Shares in the company on the basis of the actual results in the 2007 earning period of the share incentive scheme.
CEO Kai Seikku will retire at the age of 60. He will receive a pension of 60% of his pensionable pay calculated on the basis of his total pay received prior to retirement. The CEO's period of notice is six months by either party. If his employment is terminated by the company, the CEO is entitled to severance pay equivalent to 18 months' salary excluding incentive bonuses.
Management salaries and remuneration in 2007 totalled EUR 5.0
million (EUR 2.0 million), of which EUR 0.7 million (EUR 0.5 million) was paid to members of the Board and EUR 4.3 million (EUR 1.5 million), including benefi ts, to managing directors and their deputies.
The company has in place a share incentive scheme for the years 2006-2008. The purpose of the scheme is to foster the commitment of key personnel to the achievement of the company's strategic and fi nancial targets while also making them longterm shareholders in the company. In its fi rst period, the scheme concerned some ten employees who had the opportunity of receiving HKScan's A Shares as a reward for achievement of set targets. The incentive scheme consists of three earning periods of one calendar year each: the years 2006, 2007 and 2008. The Board decides on the key employees included in the scheme for each earning period and on the maximum bonus payable to them.
Any bonuses under the scheme are tied to Group EBIT (70% weight) and return on capital employed (30% weight). The bonuses will be paid after the end of each earning period partly in shares and partly in cash. The cash element is used to cover any taxes and fi scal charges arising from the shares. The persons shall hold on to the shares earned for at least three years from the end of the earning period.
The share element of the bonus for the fi rst earning period (2006) came to 59 976 A Shares in HKScan. In the 2007 earning period, the scheme concerns some 20 key employees and the number of shares shall not exceed 180 000 A Shares in HKScan.
Under its Articles of Association, HKScan shall have two auditors and two deputy auditors; one of the auditors and one of the deputy auditors shall be an auditor or a fi rm of accountants authorised by the Central Chamber of Commerce. The auditors' term of offi ce is the company's fi nancial year and their duties end at the Annual General Meeting of Shareholders fi rst following their election.
Auditors from authorised public accountants Pricewaterhouse-Coopers Oy served as the company's independent auditors. In 2007, the auditors' fees for the statutory audit were EUR 0.6 million (EUR 0.2 million). An additional EUR 0.6 million (EUR 0.4 million) was paid for expert services unrelated to the audit. These services included tax consulting and advisory services in corporate arrangements. The fi gures also include the audit fees in Poland (BDO Poland).
The aim of risk management within the HKScan Group is to safeguard the conditions to achieve business objectives and enable uninterrupted business operations. The Group's risks are by nature strategic, operative, fi nancial and risk of loss, damage or injury.
Risk management constitutes a key part of the Group's management system, which is based on quality and process management. Quality and environmental management as well as in-house control are integrated into our certifi ed management system, which is regularly audited by external auditors. The system ensures and harmonises continual improvement in the quality of operations and products and reduces adverse environmental impacts.
The Board of Directors and CEO have responsibility for the risk management strategy and principles within the Group and for managing risks that threaten achievement of the Group's strategic intents. Business process managers are responsible for operative risks. The Group CFO is responsible for managing fi nancial risks and risks to persons and property.
Under the Finnish Limited Liability Companies Act, the Board of Directors is responsible for ensuring proper supervision of the company's books and asset management. The CEO is responsible for ensuring that the bookkeeping complies with the law and that asset management is arranged in a reliable manner. Complying with generally accepted accounting principles, the responsibility of the auditors is to ensure that the Board of Directors and the CEO have carried out their obligations above.
At HKScan, the internal audit is a management tool for the accomplishment of supervision organised around an internal controller. The company's auditors, who constantly perform audits of various operational aspects, also participate in internal auditing.
The aims of internal auditing are integrally linked with the company's management system built on a principle of ongoing improvement. The implementation of corrective and preventative measures is a key part of the function of the entire process.
At year-end 2007, members of the Board of Directors and the company's CEO and their related parties owned a total of 64 737 A Shares, which corresponded to 0.16 percent of the total number of shares and 0.05 percent of the votes.
The company is not aware of any shareholder agreements or other commitments agreed on share ownership or the exercise of votes in the company.
HKScan has complied with the insider holding guidelines prepared by the Helsinki Exchanges, the Central Chamber of Commerce and the Federation of Finnish Industry and Employers since 1 March 2000. Updated insider holding guidelines entered into force on 1 January 2006.
Effective from 17 October 2005, HKScan's insiders have been split into a public register and a company-specifi c register. By law, insiders included on the public register of insider holdings include members of the Board of Directors, the company's auditors and CEO. By corporate decision, the public register of insiders also includes the Group's Management Team and designated representatives of the principal owners' administrative bodies.
By corporate decision, certain managing directors of subsidiaries, members of fi nancial and accounting clerical staff, corporate communications, management secretaries, etc. have been included in the company-specifi c (non-public) register of permanent insiders.
HKScan's insiders may trade during 30 days following the disclosure of an interim report and fi nancial statement bulletin.
The company ensures compliance with insider holding guidelines by regularly reminding insiders of permitted trading windows and by checking the Finnish Central Securities Depository register once a year to see the trades carried out by insiders. In the same context, the company sends an extract from the register to each insider to allow him or her to check and complete their own personal information in the register.
The decision to establish project-specifi c registers of insiders is taken by company management on a case by case basis. Persons entered in a project-specifi c register are prohibited from trading in the company's shares until the relevant project is announced or lapses.
HKScan's Group administration maintains and manages the insider register. The actual register is kept in the Finnish Central Securities Depository's SIRE system. The register is available for viewing on HKScan's website under Investor Information > Insider holding.
MARCUS H. BORGSTRÖM (BORN 1946) Chairman of the Board since 1997, member since 1995 MSc (Agriculture and Forestry), Agricultural Counsellor (Hon)
Pork producer in Sipoo, eastern Uusimaa. Chairman of the Board of Veritas Mutual Non-Life Insurance Company, chairman of the Supervisory Board of Osuuskauppa Varuboden. Member of the Board of Paulig Ltd and Supervisory Board of SOK Corporation. Mr Borgström was a member of the Board of Directors of LSO Osuuskunta from 1995 to 2007.
Current elected positions: Chairman of the Board of Pellervo-Seura and Finlands Svenska Andelsförbund (the Confederation of Swedish-Speaking Cooperatives in Finland), member of the Board of Directors of the General Committee for Agricultural Co-operation in the European Community (COGECA) and President of the International Federation of Agricultural Producers (IFAP) Committee on Agricultural Cooperatives.
Not independent of the Company. Shares: 20 334
MARKKU AALTO (BORN 1950) Deputy chairman of the Board since 2003, member since 1994
Pork producer in Jämijärvi, Satakunta. Chairman of the Board of LSO Osuuskunta and member of the Board of Finnpig Oy.
Not independent of the Company. Shares: 1 400
TIINA VARHO-LANKINEN (BORN 1962) Member of the Board since 2003, MSc (Econ. & Bus. Admin.)
Beef and broiler meat producer in Oripää, Varsinais-Suomi. Deputy chairman of the Board of Directors of LSO Osuuskunta and chairman of Suomen Broileryhdistys (Finnish Broiler Association).
Not independent of the Company. Shares: 4 000
JOHAN MATTSSON (BORN 1960) Member of the Board since 2007, MSc (Econ. & Bus. Admin.)
Farm entrepreneur and pork producer in the southern Swedish province of Skåne. Member of the Board of Swedish Meats cooperative since 2001. Served on the Boards of several associated companies and subsidiaries merged into Swedish Meats, including Konvex, daka a.m.b.a. and Nyhléns & Hugosons.
Not independent of the Company. Shares: -
KARSTEN SLOTTE (BORN 1953) Member of the Board since 2007, MSc (Econ. & Bus. Admin.)
President of Fazer Group since 1 November 2007, before that Executive Vice President in charge of strategic business development for the Fazer Group. Mr Slotte was Managing Director and Group President of Cloetta Fazer AB (publ) in 2002-2006 and Deputy Managing Director of Cloetta Fazer and Business Area Director of Confectionery in 2000-2002. Business Area Director of Fazer Confectionery 1997–2000.
Current elected positions: serves on the Boards of Cloetta Fazer AB, Onninen Oy and the Finnish-Swedish Chamber of Commerce.
Independent of the Company. Shares: -
Authorised public accountants PricewaterhouseCoopers Oy, with Johan Kronberg MSc (Econ. & Bus. Admin.), APA of Parainen as principal auditor Petri Palmroth, MSc (Econ. & Bus. Admin.), Authorised Public Accountant, Turku
Mika Kaarisalo, MSc (Econ. & Bus. Admin.), Authorised Public Accountant, Turku Pasi Pietarinen, MSc (Econ. & Bus. Admin.), Authorised Public Accountant, Turku
The Annual General Meeting was held on 20 April 2007 in Helsinki.
The shareholdings of Board members are reported as at 20 March 2008.
HEIKKI KAUPPINEN (BORN 1947)
Member of the Board 2003–2008, MSc (Econ. & Bus. Admin.)
Heikki Kauppinen died on 8 January 2008 in an accident while skiing.
Expert in international brand marketing, managing director of Unilever Finland between 1994 and 2002. Mr Kauppinen was chairman of the Boards of Kyrönmaan Juustomestarit Oy and the Finnish Orienteering Association and a member of the Boards of Oy Halva Ab and Laatusuhde Suomi Oy .
Independent of the Company. Shares: 2 011
JOHTORYHMÄ From left: Management Team members Matti Perkonoja, Magnus Lagergren, Kai Seikku, Olli Antniemi, Jari Leija and Antti Lauslahti with Management Team Secretary Risto Siivonen.
Effective 7 December 2007
CEO of HKScan Corporation, MSc (Econ. & Bus. Admin.)
Mr Seikku has been CEO since 1 April 2006. He was CEO of HK Ruokatalo Oy from 2005 to 2007. Before joining the Group, Mr Seikku was CEO of advertising agency Hasan & Partners Oy 1999– 2005 and Country Chairman of advertising agency McCann-Erickson 2002–2005. Prior to this he served as a business management consultant with the Boston Consulting Group in Stockholm and Helsinki 1993–1999 and as a consultant with SIAR-Bossard 1991–1993. Mr Seikku was managing director of LSO Osuuskunta in 2006–2007.
Current elected positions: Chairman of the Supervisory Boards of AS Rakvere Lihakombinaat and AS Tallegg and deputy chairman of the Board of Sokolów S.A., member of the Boards of Scan AB, Trainers' House Plc and Alma Media Corporation. Mr Seikku is also the chairman of the Finnish Food and Drink Industries' Federation (ETL) and serves on the Board of the Confederation of Finnish Industries EK.
Shares: 139 992, of which 19 992 as share award
CFO and CEO's deputy, commercial college graduate
Mr Perkonoja is responsible for the fi nancial and administrative operations, information management and development of the Group's work environment and quality issues. He came to the Group in 1993 from Kariniemi Oy, where he was managing director, having served as unit director and group director of commerce prior to that. Before joining Kariniemi Oy, he was managing director of Broilertalo Oy. Group CFO since 2000.
Current elected positions: Member of the Supervisory Boards of AS Rakvere Lihakombinaat and AS Tallegg, member of the Boards of HK Ruokatalo Oy, Scan AB and Sokolów S.A. Member of the Supervisory Board of Tapiola Corporate Life. Shares: 16 996, of which 9 996 as share award
Executive vice president Commercial Operations, MSc (Econ. & Bus. Admin.)
Mr Lauslahti's remit covers coordination of consumer marketing in HKScan's various markets along with Finnish retail and HoReCa sales, marketing, product development and exports. He came to HK Ruokatalo at the beginning of 2006 from LU Suomi Oy, part of Danone Group, where he was commercial director. Prior to this, he served L'Oréal in Finland, the UK, Russia and China, and also worked for Unilever Finland.
Shares: 29 696, of which 9 996 as share award
Managing director or HK Ruokatalo Oy, holds vocational qualifi cation in engineering
Mr Leija was appointed managing director of HK Ruokatalo on 7 December 2007. Before this, he was responsible for HK Ruokatalo's poultry business and logistics in production and deliveries in Finland, from the terminals in both Vantaa and Tampere. His earlier positions include logistics manager, Vantaa plant manager and production director. He joined the Group in 1993.
Member of the Boards of Pakastamo Oy and Länsi-Kalkkuna Oy. Shares: 28 341, of which 9 996 as share award
Managing director of Scan AB, Msc (Agriculture)
Mr Lagergren was appointed managing director of Scan effective 29 January 2007. Prior to this he was with Swedish Meats, in management since January 2005 and most recently Group CEO as of August 2006. Mr Lagergren was managing director of Skövde Slakteri AB 2002-2005 and prior to this he was with Svenska Avelspoolen AB.
Current elected positions: Seats on the Supervisory Board of Sokolów S.A. and the Boards of the Swedish Meat Industry Association (KCF), Grocery Manufacturers of Sweden (DLF) and the Swedish Food Federation (Li).
Shares: 2 000 nominee registered
Executive vice president, Baltic Group, MSc (Econ. & Bus. Admin.)
Since 2003, Mr Antniemi has been in charge of the HKScan Group's Baltic operations. Prior to this, he served as the company's marketing director. Mr Antniemi joined the Group in 1996 as export director from the position of marketing director at Suomen Trikoo (Sara Lee Group). Prior to this he served the Huhtamäki Group, including a spell with Leaf in the United Kingdom. Shares: -
Senior Vice President Risto Siivonen, MSc (Econ.) serves as Secretary to the Management Team.
The shareholdings of Management Team members are reported as at 20 March 2008.
Banks and stockbrokers in Finland analysing HKScan as an investment.
HKScan Corporation is not liable for any evaluations presented in the analyses.
ABN AMRO Rauli Juva tel: +358 9 2283 2709 fi rstname.surname@fi .abnamro.com
Carnegie Investment Bank AB, Finland Branch Silja Varmola tel: +358 9 6187 1234 fi [email protected]
Danske Markets, Equities Kalle Karppinen tel: +358 10 236 4794 fi [email protected]
E. Öhman J:or Fondkommission AB Lauri Pietarinen, tel: +358 9 8866 6026 Elina Pennala, tel: +358 9 8866 6043 fi [email protected]
eQ Pankki Ltd Robert Liljequist tel: +358 6817 8654 fi [email protected]
Evli Pankki Oyj Tuomo Kangasaho tel: +358 4766 9635 fi [email protected] Glitnir Anna Rosenlöf tel: +358 9 6134 6398 fi [email protected]
Handelsbanken Capital Markets Maria Wikström tel: +358 10 444 2425 fi [email protected]
Kaupthing Bank, Finnish Branch Martin Sundman tel: +358 9 4784 0161 fi [email protected]
Robin Santavirta tel: +358 9 6817 5203 fi [email protected]
Pohjola Bank Plc Matias Rautionmaa tel: +358 10 252 4408 fi [email protected]
Jutta Rahikainen tel: +358 9 6162 8713 fi [email protected]
(Head offi ce, Group management and administration) PO Box 50 (Kaivokatu 18) FI-20521 Turku, Finland
(Group management and administration) PO Box 49 (Väinö Tannerin tie 1) FI-01511 Vantaa, Finland
tel: +358 10 570 100 fax: +358 10 570 6146 fi [email protected] www.hkscan.com
Production facilities, sales and marketing in Finland (Head offi ce, management and administration) PO Box 50 (Kaivokatu 18) FI-20521 Turku, Finland
(Management and administration) PO Box 49 FI-01511 Vantaa, Finland
tel: +358 10 570 100 fax:+358 10 570 6146 fi [email protected] www.hkruokatalo.fi
Production, sales and marketing in Sweden (Head offi ce) Box 30223 (Lindhagensgatan 126) SE-104 25 Stockholm, Sweden tel:+ 46 771 510 510 [email protected] www.scan.se
Production, sales and marketing in the Baltics Roodevälja küla Sõmeru vald EE-44207 Lääne-Virumaa, Estonia tel:+372 32 29221 fax:+372 32 29300 fi [email protected] www.rlk.ee
Production, sales and marketing in the Baltics Saha tee 18, Loo Jõelähtme vald EE-74201 Harjumaa, Estonia tel:+ 372 6 107 012 fax:+ 372 6 107 060 fi [email protected] www.tallegg.ee
Production, sales and marketing in Poland Aleja 550-lecia 1 08-300 Sokolów Podlaski, Poland tel:+48 25 640 82 00 fax:+ 48 25 787 61 32 www.sokolow.pl
Bukowinska 22B Str. 02-703 Warsaw, Poland tel:+48 22 525 82 50 fax:+ 48 22 840 39 39 [email protected]
HKScan Corporation, Communications Printing: Painoprisma Oy
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