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Marimekko Oyj — Annual Report 2014
Mar 18, 2015
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Annual Report
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www.marimekko.com FINANCIAL STATEMENTS 2014 FINANCIAL STATEMENTS
Art of print making since 1951
Marimekko is a Finnish design company. The core of its business is the design and manufacture of timeless and individual, practical and beautiful consumer goods. The array of Marimekko design embraces highquality clothing, bags and accessories as well as home décor items ranging from textiles to tableware.
When Marimekko was founded in 1951, the unparalleled patterns and colours of its printed fabrics gave it a strong and unique identity. A heritage acquired over decades, with its values and legends, is an inexhaustible treasure from which it is good to draw courage and the strength for renewal, even today. The meaning of Marimekko design is to create aesthetic experiences for every moment in life.
In 2014, brand sales of Marimekko products worldwide amounted to approximately EUR 187 million and the company's net sales were EUR 94 million. Marimekko products are sold in about 40 countries. The number of Marimekko stores totalled 144 at the year end. The key markets are Northern Europe, North America and the Asia-Pacific region. The Group employs around 500 people. The company's share is quoted on NASDAQ OMX Helsinki Ltd.
CONTENTS
14 15
- Report of the Board of Directors and the financial statements for the financial period from 1 January to 31 December 2014 3
- Report of the Board of Directors Proposal for dividends 3 11
- Consolidated financial statements, IFRS 12
- Consolidated balance sheet 12
- Consolidated income statement
- Consolidated cash flow statement
- Consolidated statement of changes in shareholders' equity 16
- Notes to the consolidated financial statements 17
- Parent company financial statements, FAS 38
- Parent company balance sheet 38
- Parent company income statement 40
- Parent company cash flow statement 41
- Notes to the parent company financial statements 42
- Key figures of the Group 50
- Share and shareholders 52
- Signatures to the financial statements and the report of the Board of Directors 56
- Auditor's report 57
- Corporate Governance 59
- Board of Directors and management 66
- Information for shareholders 68
© Marimekko Corporation Puusepänkatu 4 00880 Helsinki Finland
Tel. +358 9 758 71 [email protected] www.marimekko.com
REPORT OF THE BOARD OF DIRECTORS AND THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD FROM 1 JANUARY TO 31 DECEMBER 2014
Report of the Board of Directors
2014 IN BRIEF
In 2014, the Marimekko Group's net sales held steady at the previous year's level and were EUR 94.2 million (94.0). In Finland, net sales amounted to EUR 52.0 million (52.2). International sales were EUR 42.1 million (41.8). Retail sales grew in all market areas, partly due to additional sales by stores opened in 2013 and 2014. Marimekko product brand sales¹ fell to EUR 186.8 million (191.1).
Marimekko posted strong results in difficult market conditions. Operating profit was EUR 5.6 million (0.1). Operating profit includes a nonrecurring expense of EUR 0.7 million connected with downsizing resulting from the consultative negotiations completed in March 2014. Operating profit excluding nonrecurring items was EUR 6.3 million (1.4). The results were boosted by reorganisations and cost savings implemented in Finland and the United States in 2013 and 2014, nonrecurring promotions in Finland, and increased licensing income. Moreover, operating profit for the comparison year was weakened by write-downs on the tangible assets of the company-owned stores in Beverly Hills, Boston and Oslo during the final quarter, totalling EUR 1.5 million. A drag was exerted on operating profit by a downturn in wholesale sales in all market areas. Profit after tax for the year was EUR 4.1 million (-1.0) and earnings per share were EUR 0.51 (-0.12). The Board of Directors will propose to the Annual General
Meeting that a dividend of EUR 0.35 per share be paid for 2014 (0.25).
MARKET SITUATION
Widespread uncertainty over the global economy continued in 2014 as in the previous year. A budding recovery in Europe ended in the autumn. Services and retailing deteriorated along with industry. However, growth is expected to start from export demand, which the depreciation of the euro will promote. The action to stimulate recovery initiated by the European Central Bank at the beginning of 2015 is also expected to improve the situation. However, growth will be sluggish. In the United States, consumer expectations have gained strength in spite of low corporate forecasts, and as a whole the economy is growing moderately. The pace of the global economy is being maintained by developing countries, mainly in Asia and South America.
In Finland, the economic trend faltered in the second half of the year and consumer confidence declined rapidly. Economic prospects have deteriorated and expectations of a fast turnaround have become muted. Domestic demand is on the decline as unemployment rises and purchasing power falls in other respects as well. In retailing, where confidence has fallen the most, the situation remained difficult, and this tendency appears to be continuing. Sales expectations are rather weak, and sales are forecast to decline during the spring. In December, retail trade confidence in Finland was clearly the lowest in the EU. The state of the domestic market is not forecast to pick up until 2016. (Confederation of Finnish Industries EK: Economic Review, 20 January 2015; Confidence Indicators, January 2015; Business Tendency Survey,
November 2014.)
In 2014, the value of retail sales in Finland fell by 1 percent and the volume of sales – which measures real growth in sales – declined by 1.2 percent (Statistics Finland: Turnover of Trade, retail trade flash estimate, January 2015).
INTERNATIONALISATION AND CHANGES IN THE STORE NETWORK
Marimekko is undergoing a phase of dynamic internationalisation. In 2014, the main thrust in Marimekko's expansion was on openings of retailer-owned Marimekko stores. The company also focused on enhancing the operations and profitability of company-owned stores opened in recent years.
In 2014, a total of 19 new Marimekko stores were opened, divided as follows: four companyowned and seven retailer-owned stores, and eight shop-in-shops. Five stores were closed during the year: a company-owned store in the UK, a retailer-owned store in South Korea, and three shop-in-shops in the United States. Furthermore, three retailerowned stores in Norway added other brand products to their ranges, so they are no longer counted as Marimekko stores.
In the past three years, new markets have been opened up in China, Hong Kong and Taiwan, and the number of Marimekko stores in the Asia-Pacific region has doubled to 46. The opportunities of the growing consumer markets of Asia play an important role in Marimekko's internationalisation, particularly now that retailing conditions are forecast to continue to be difficult in the company's biggest market area, Finland. Half of the new Marimekko stores opened in 2014 were in the Asia-Pacific region: two in Hong Kong,
1 Estimated sales of Marimekko products at consumer prices. Brand sales are calculated by adding together the company's own retail sales and the estimated retail value of Marimekko products sold by other retailers. The estimate, based on Marimekko's actual wholesale sales to these retailers, is unofficial and does not include VAT. This key figure is not audited.
one in mainland China, two in South Korea and two in Japan. In Australia, Marimekko opened a company-owned store in Melbourne. Two shop-inshops were also opened, one in New Zealand and the other in Singapore. In 2015, expansion in new markets will continue when retailer-owned Marimekko stores are opened in Singapore and Bangkok in Southeast Asia.
In North America, the focus of expansion was on developing shop-inshop partnerships. Three new shopin-shops were opened. The Mexican department store chain El Palacio de Hierro opened two Marimekko shops and the Canadian furniture brand EQ3 opened one in San Francisco in the United States. The shop-inshop partnership with the US home furnishings retailer Crate and Barrel ended in summer 2014. However, Crate and Barrel continues to retail Marimekko products.
In Northern Europe, the company concentrated on developing the operations of its own stores, e-tailing and department store partnerships. In Finland, Marimekko opened three company-owned stores and three shop-in-shops were also opened.
At the end of 2014, the number of Marimekko stores and shop-in-shops totalled 144 (133)². Of these, 54 (51) were company-owned stores.
NET SALES
In 2014, the Marimekko Group's net sales held steady at the previous year's level and were EUR 94.2 million (94.0).
In Finland, net sales were on a par with the previous year at EUR 52.0 million (52.2). Retail sales rose by 1 percent; comparable retail sales
Net sales by market area
| (EUR million) | 2014 | 2013 |
|---|---|---|
| Finland | 52.0 | 52.2 |
| Retail sales | 35.4 | 35.1 |
| Wholesale sales | 16.2 | 16.5 |
| Royalties | 0.4 | 0.6 |
| Scandinavia | 8.5 | 8.2 |
| Retail sales | 5.2 | 4.4 |
| Wholesale sales | 3.3 | 3.8 |
| Royalties | - | - |
| EMEA *) | 7.6 | 7.7 |
| Retail sales | 1.5 | 1.4 |
| Wholesale sales *) | 5.9 | 6.2 |
| Royalties | 0.2 | 0.1 |
| North America | 8.6 | 8.5 |
| Retail sales | 6.0 | 5.6 |
| Wholesale sales | 2.0 | 2.5 |
| Royalties | 0.6 | 0.4 |
| Asia-Pacific *) | 17.5 | 17.5 |
| Retail sales | 2.7 | 2.3 |
| Wholesale sales *) | 14.8 | 15.2 |
| Royalties | 0.0 | 0.0 |
| International sales, total | 42.1 | 41.8 |
| Retail sales | 15.3 | 13.7 |
| Wholesale sales | 26.0 | 27.7 |
| Royalties | 0.8 | 0.5 |
| Total | 94.2 | 94.0 |
| Retail sales | 50.7 | 48.8 |
| Wholesale sales | 42.2 | 44.2 |
| Royalties | 1.2 | 1.1 |
All figures in the table have been individually rounded to millions of euros, so there may be rounding differences in the totals.
*) Previously reported comparison figures for net sales by market area have been adjusted because the market area of Central and Southern Europe referred to in Marimekko's financial disclosures has changed to EMEA (Europe and Middle East Area).
2 Includes the company's own retail stores, retailer-owned Marimekko stores, and shop-in-shops with an area exceeding 30 sqm.
were at the same level as in 2013. Wholesale sales fell by 1 percent in spite of considerable nonrecurring promotional deliveries in the second half of the year.
International sales rose by 1 percent to EUR 42.1 million (41.8). In the Asia-Pacific region, sales held steady at the previous year's level. Sales in North America were up 1 percent and growth in Scandinavia was 4 percent. In EMEA, sales declined by 2 percent. The market area of Central and Southern Europe previously referred to in Marimekko's financial disclosures has changed to EMEA (Europe and Middle East Area) as a result of a partnership initiated in the Middle East during the second quarter of the year.
International sales represented 45 percent of the Group's net sales (45). As for brand sales, 61 percent of the sales were generated abroad (60). Net sales by market area were: Finland 55 percent, Scandinavia 9 percent, EMEA 8 percent, North America 9 percent, and Asia-Pacific 19 percent. The breakdown of the Group's net sales by product line was as follows: fashion 39 percent, home 40 percent, and bags & accessories 21 percent.
NET SALES BY MARKET AREA
Finland
In 2014, sales in Finland were on a par with the previous year, at EUR 52.0 million (52.2). Retail sales rose by 1 percent; comparable retail sales were at the same level as in 2013. Wholesale sales fell by 1 percent in spite of considerable nonrecurring promotional deliveries during the second half of the year.
Scandinavia
In Scandinavia, sales grew by 4 percent relative to the previous year and amounted to EUR 8.5 million (8.2). Retail sales rose by 18 percent. Retail sales were boosted by two new Marimekko stores opened in 2013 as well as the extension of Marimekko's e-commerce into Sweden and Denmark. Comparable growth in retail sales was 7 percent denominated in euros and 13 percent in terms of the sales currencies. Wholesale sales fell by 13 percent, partly due to a change in the rhythm of deliveries for the spring collection.
EMEA
In EMEA, net sales fell by 2 percent to EUR 7.6 million (7.7). Retail sales grew by 7 percent. Wholesale sales fell by 5 percent on the previous year, partly due to a change in the rhythm of deliveries for the spring collection.
North America
In North America, net sales grew by 1 percent and were EUR 8.6 million (8.5). In terms of the sales currency (mostly the US dollar), sales were on a par with the previous year. Retail sales rose in euro terms by 7 percent and in US dollar terms by 6 percent. The ending of the shop-in-shop partnership between Marimekko and the home furnishings retailer Crate and Barrel in summer 2014 made itself felt in the form of a marked downturn in the quantity of products delivered during the financial year.
Asia-Pacific
Net sales in the Asia-Pacific region held steady at the previous year's level and were EUR 17.5 million (17.5). Wholesale sales fell by 2 percent, partly due to a change in the rhythm of deliveries for the spring collection during the first quarter. Moreover, the appreciation of the euro against the yen and an increase in sales tax which came into effect in Japan in spring 2014 exerted a drag on wholesale
sales in Japan. Retail sales (Australian stores in Sydney and Melbourne) grew by 16 percent in euro terms; in terms of the sales currency (the Australian dollar), sales were up by 23 percent. Comparable retail sales fell in euro terms by 1 percent and rose in terms of the sales currency by 5 percent.
FINANCIAL RESULT
In 2014, the Group's operating profit was EUR 5.6 million (0.1). Result after taxes was EUR 4.1 million (-1.0) and earnings per share were EUR 0.51 (-0.12).
Operating profit includes a nonrecurring expense of EUR 0.7 million connected with downsizing resulting from the consultative negotiations completed in March 2014. Operating profit for the comparison period included EUR 1.3 million in nonrecurring expenses. Operating profit excluding nonrecurring items was EUR 6.3 million (1.4). Operating profit was boosted by reorganisations and cost-cutting effected in Finland and the United States in 2013 and 2014, nonrecurring promotional deliveries in Finland, and increased licensing income due to the Banana Republic Marimekko collection for summer 2014. Moreover, operating profit for the comparison year was weakened by write-downs on the tangible assets of the company-owned stores in Beverly Hills, Boston and Oslo during the final quarter, totalling EUR 1.5 million. A drag was exerted on operating profit by a downturn in wholesale sales in all market areas.
Marketing expenses for the year totalled EUR 4.7 million (4.2), or 5 percent of the Group's net sales (4). Net financial expenses were EUR 0.1 million (0.9), or 0 percent of net sales (1).
*) 5.6
Net sales (EUR million)
Result after taxes (EUR million)
7.6
Gross investments (EUR million)
**) 0.1 2014
2.0
Average personnel
*) Includes a nonrecurring expense of EUR 0.7 million connected with downsizing resulting from the consultative negotiations completed in March 2014.
**) Includes EUR 1.3 million in nonrecurring expenses due to arrangements arising from the statutory consultative negotiations concluded during the second quarter of 2013. Of these expenses, EUR 1.0 million are included in EBITDA.
Depreciation and impairments
The Group's depreciation and impairments totalled EUR 4.3 million (6.8), or 5 percent of net sales (7). The figure for 2013 includes write-downs on the tangible assets of companyowned stores in Beverly Hills, Boston and Oslo totalling EUR 1.5 million. These write-downs reduced the Group's 2014 depreciation by roughly EUR 0.4 million. Depreciation was also reduced by smaller investments than in previous years.
BALANCE SHEET
The consolidated balance sheet total as at 31 December 2014 was EUR 47.2 million (48.6). Equity attributable to the equity holders of the parent company was EUR 29.0 million (27.0), or EUR 3.59 per share (3.34).
Non-current assets at the end of 2014 were EUR 18.3 million (20.2).
At the end of the year, net working capital was EUR 14.0 million (15.4). Inventories were EUR 17.6 million (18.1).
CASH FLOW AND FINANCING
In 2014, cash flow from operating activities was EUR 9.9 million (5.4), or EUR 1.22 per share (0.67). Cash flow before cash flow from financing activities was EUR 7.8 million (3.1).
The Group's financial liabilities at the end of the year stood at EUR 7.1 million (11.6).
At the end of the year, the Group's cash and cash equivalents amounted to EUR 4.1 million (3.0). In addition, the Group had unused committed longand short-term credit lines of EUR 22.3 million (17.8).
The Group's equity ratio at the end of the year was 61.6 percent (55.5). Gearing was 10.5 percent (31.7).
INVESTMENTS
The Group's gross investments in 2014 were EUR 2.1 million (2.4), or 2 percent of net sales (3). Most of the investments were devoted to building store premises, IT systems, and other building expenses.
SHARES AND SHAREHOLDERS
Shares and share capital
Marimekko Corporation's share is quoted in the Consumer Goods sector of NASDAQ OMX Helsinki Ltd. The company has one series of shares, each conferring the same voting rights to their holders. At the end of the financial year, the company's fully paid-up share capital, as recorded in the Trade Register, amounted to EUR 8,040,000, and the number of shares was 8,089,610.
Share trading
In 2014, a total of 716,614 Marimekko shares were traded, representing 8.9 percent of the shares outstanding. The total value of Marimekko's share turnover was EUR 6,980,725. The lowest price of the Marimekko share was EUR 8.54, the highest was EUR 10.50 and the average price was EUR 9.74. At the end of the year, the closing price of the share was EUR 8.90. The company's market capitalisation on 31 December 2014 was EUR 71,997,529 (79,682,659).
Shareholdings
According to the book-entry register, Marimekko had 7,112 shareholders at the end of 2014 (7,424). Of the shares, 21.5 percent were owned by nomineeregistered or non-Finnish holders (21.0). The breakdown of Finnish ownership by owner group was as follows: households 35.9 percent, nonfinancial corporations and housing corporations 22.7 percent, general
government 12.6 percent, financial and insurance corporations 5.3 percent, and non-profit institutions 2.0 percent.
At the end of the year, the number of shares owned either directly or indirectly by members of the Board of Directors and the President and CEO of the company was 1,328,598 (1,343,930), representing 16.4 percent of the number and voting rights of the company's shares (16.6).
Marimekko has neither made nor is aware of any shareholder agreements concerning the company's shares or other commitments agreeing on the company's ownership or the use of voting rights.
Further information about shareholdings is available under Shares and shareholders on pages 52–55.
Flaggings
Marimekko did not receive any flagging notifications during 2014.
Authorisations
At the end of the year, the Board of Directors had no valid authorisations to carry out share issues or issue convertible bonds or bonds with warrants, or to acquire or surrender Marimekko shares. Marimekko Corporation does not own any Marimekko shares.
PERSONNEL
During 2014, the number of employees averaged 473 (526). At the end of the year, the Group had 479 (502) employees, of whom 129 (124) worked abroad. Salaries, wages and bonuses paid to personnel amounted to EUR 19.5 million (21.5).
During the year, personnel work focused in particular on management training, on-the-job wellness and human resource planning. Training
programmes for managers as well as long-term training programmes for sales personnel continued. Training for managers related to the early intervention model launched in support of Marimekko's working community was continued in Finland. The model is also applied internationally. All these measures are aimed at ensuring that Marimekko employees are well, fit for work and able to achieve results.
In spring 2014, Marimekko conducted consultative negotiations in Finland to streamline operations and improve profitability. As a result of the negotiations, a reorganisation was effected which led to the termination of a total of 28 people's employment contracts. Working hour arrangements were also made.
A broad range of support was provided for those included in the scope of the negotiations in cooperation with occupational healthcare, and support for reemployment was also offered.
With the downsizing and working hour arrangements in Finland, Marimekko aimed to achieve annual cost savings of an estimated total of EUR 1.5 million. The savings were realised gradually, starting with the second quarter of 2014, and the full effect on the bottom line began to be felt in the final quarter of 2014. Due to the arrangements, the company incurred nonrecurring expenses in the amount of EUR 0.7 million in the first quarter of 2014.
In 2014, the turnover of employees leaving was 12.9 (10.4) percent.
THE ENVIRONMENT, HEALTH AND SAFETY
The environment
Care for the environment is one of the cornerstones of Marimekko's business. The main environmental aspects of Marimekko's in-house manufacturing are related to the operations of the textile printing factory in Herttoniemi. The waste generated in Marimekko's manufacturing is handled and sorted appropriately. Operating methods are improved constantly for the monitoring of environmental impacts of manufacturing and other business operations. Subcontractors and other partners are contractually obligated to commit themselves to shouldering their environmental responsibilities. Marimekko seeks to mitigate climate change through energy efficiency and by using renewable energy sources, by reducing water consumption, and by minimising, recycling and repurposing waste. A considerable proportion of Marimekko's environmentally related operational monitoring is based on legislation and other official regulations. The goal is the constant reduction of environmental impacts. Results are achieved through close collaboration between design, product development and manufacturing.
Health and safety
Safety and well-being in the workplace are actively monitored and improved at Marimekko, in collaboration with the workplace safety committee and occupational healthcare. Occupational wellness is supported by promoting the employees' health, job and functional capacity as well as their quality of life in many ways. For instance, Marimekko applies an earlyintervention model with the aim of promoting working fitness. Securing a safe working environment means the advance prevention of accidents as well as recognising and avoiding hazards and near-misses. In order to prevent potential hazards, personnel are trained in issues of occupational safety and safety risks are regularly monitored. During 2014, the sickness
absence percentage based on theoretical regular working hours was 3.7 (3.4) percent among Marimekko's employees in Finland.
In 2014, Marimekko continued the long-term development of a corporate responsibility management system and initiated the drafting of a responsibility strategy for the period 2016–2020. The essential themes for Marimekko's responsibility work in 2014 were as follows: sustainable design, responsible sourcing, the environmental impacts of manufacturing, personnel wellness and skills, and responsible business. Marimekko reports in greater detail on its responsibility work and on issues of the environment, health and safety in a separate sustainability review issued annually. The review can be read on the company's website company.marimekko.com under the heading Corporate responsibility / Sustainability review. The basis for reporting is the 'core' level of the GRI G4 guidelines.
RESEARCH AND DEVELOPMENT
Marimekko's product planning and development costs arise from the design of collections. Design costs are recorded in expenses.
MANAGEMENT
Board of Directors, management and auditors
Marimekko Corporation's Board of Directors are elected by the Annual General Meeting. According to the Articles of Association, the Board of Directors shall consist of four to seven members. Their term of office ends at the conclusion of the next Annual General Meeting. The Board elects a Chairman from amongst its members.
The duties and responsibilities of the Board of Directors are determined primarily by the Articles of Association and the Finnish Companies Act. The Board deliberates on all matters that are significant to the Marimekko Group's business operations. These include approving strategic policies, budgets and operating plans, and deciding on significant investments, mergers and acquisitions. The Articles of Association do not provide the Board of Directors or the President and CEO with any powers other than those that are customary. Decisions to amend the Articles of Association or to increase the share capital are made pursuant to the provisions of the Finnish Companies Act in force.
The Annual General Meeting appointed six members to the company's Board of Directors. Elina Björklund, Arthur Engel, Mika Ihamuotila, Joakim Karske and Pekka Lundmark were re-elected. Catharina Stackelberg-Hammarén was elected to the Board of Directors as a new member. The Board is chaired by Pekka Lundmark and vice-chaired by Mika Ihamuotila.
The Annual General Meeting resolved that the remuneration to the Chairman of the Board will be EUR 30,000 per year and the remuneration to each one of the other Board members will be EUR 20,000 per year. Approximately 40 percent of the annual remuneration would be paid in Marimekko Corporation's shares acquired from the market and the rest in cash. In addition, the Annual General Meeting resolved that the President and CEO of Marimekko Corporation will not receive remuneration for being a member of the Board.
The Board of Directors elects the President and CEO and decides on the President and CEO's salary and other remuneration. The duties of the President and CEO are set down in the Finnish Companies Act. The post
of Marimekko Corporation's President and CEO is held by Mika Ihamuotila.
The following changes took place in the company's management in 2014. Anna Teurnell started on 15 July 2014 as Marimekko's Creative Director and member of the Management Group. She leads the Marimekko design team and is in charge of the company's design strategy for clothing, bags and accessories, and home products. The former Creative Director, Minna Kemell-Kutvonen, continues on the design team with responsibility for pattern design. Marimekko's Chief Marketing Officer Tiina Alahuhta-Kasko was appointed the company's Chief Operating Officer (COO) as of 20 August 2014. This is a new post, and its purpose is to bind together the operations of the different units so that the products represent the brand more strongly and are in line with the strategy all the way from the drawing board to the consumer. Alahuhta-Kasko also continues to be in charge of the company's marketing.
At the end of the year, the composition of the company's Management Group was as follows: Mika Ihamuotila as Chairman and Tiina Alahuhta-Kasko (operational activities and marketing), Thomas Ekström (finance and administration), Päivi Lonka (sales), Niina Nenonen (product lines) and Anna Teurnell (design) as members.
The Annual General Meeting reelected PricewaterhouseCoopers Oy, Authorised Public Accountants, as the company's auditor, with Kim Karhu, Authorised Public Accountant, as chief auditor. It was decided that the auditor's fee will be paid by invoice.
Management Group's long-term bonus system
The Board of Directors of Marimekko Corporation decided in May 2014 on a new long-term bonus system targeted
at the company's Management Group. The purpose of the bonus system is to encourage the Management Group to operate with a business mentality and to add to the company's value in the long term in particular. The aim is to combine the owners' and the Management Group's targets in order to increase the company's value and to elicit the Management Group's commitment to the company over a span of several years. A more detailed description of the system is available in the notes to the consolidated financial statements on pages 32–33.
Corporate governance statement
The corporate governance statement is issued separately from this Report of the Board of Directors. It can be found on the company's website at Investors/ Management/Corporate Governance.
OTHER EVENTS DURING 2014
Reorganisations in Finland and the United States
In the spring, consultative negotiations took place at Marimekko which applied to all operations in Finland with the exception of the personnel at the textile printing factory in Helsinki. The operational reorganisation and streamlining ultimately resulted in the termination of 28 jobs. In addition, a maximum of 35 employees' contracts in Marimekko-owned stores were altered to a part-time basis or their contractual working hours were reduced. Work was also reduced through the expiration of fixed-term employment contracts. The scope of the negotiations covered 378 employees of whom 151 worked at stores in Finland. It was also decided to carry out reorganisations in the United States. In respect of these, negotiations on the termination of the lease on the Beverly Hills store and its possible relocation are
still in progress. The intention is to effect annual savings of roughly EUR 1.0 million through the already completed restructuring of the country organisation plus the closure or relocation of the store.
Expansion to the Middle East
In June, Marimekko signed a partnership contract with BinHendi Enterprises. The aim of this partnership is to open a total of eight Marimekko stores in the Middle East by the end of 2018. The first stores will be opened in Dubai in spring 2015. The intention is to extend operations to include Kuwait, Qatar and Saudi Arabia in the next few years.
MAJOR RISKS AND FACTORS OF UNCERTAINTY
The key strategic risks for the near future are associated with the weakening of consumer confidence, overall economic trends, and the consequent uncertainty in the operating environment especially in Finland. Near-term strategic risks also include risks related to the management of the company's expansion, digitalisation of retail, and changes in Marimekko's design and product assortment.
Marimekko products are sold in approximately 40 countries. The key markets are Northern Europe, North America and the Asia-Pacific region. There are Marimekko stores in 16 countries. In addition to Finland, Marimekko has company-owned stores in other Nordic countries, Germany, the United Kingdom, the United States and Australia. The global economic cycle and factors of uncertainty affect consumers' purchasing behaviour and buying power in all of the company's market areas. The long-term problems in the global economy continue to dampen the prospects for retail as well
as Marimekko's prospects for growth and earnings.
Marimekko is undergoing a phase of extensive internationalisation and change. The distribution of products is being expanded in all key market areas. Growth is based on opening retailer-owned Marimekko stores and shop-in-shops as well as on setting up company-owned stores and expanding e-commerce. In recent years, expansion has called for larger or new country organisations, which burdens the cost-effectiveness of the company. Expanding the network of company-owned stores and building international e-commerce have increased the company's investments, lease liabilities of store premises and inventories as well as the company's fixed costs. Furthermore, partnership agreements, the choice of partners as well as store lease agreements in the company's key market areas involve risks.
The company's ability to design, develop and commercialise new products that meet consumers' expectations while maintaining profitable in-house production, sustainable sourcing and effective logistics has an impact on the company's sales and profitability. Moreover, intellectual property rights play a vital role in the company's success, and the company's ability to manage these rights may have an impact on the company's value. Agreements with freelance designers and fees paid to designers based on these agreements are an essential part of the management of the intellectual property rights.
The company's operational risks prominently include those related to the management and success of expansion projects, the operational reliability of procurement and logistics processes and information systems, and changes in the prices of raw
materials and other procurement items. As a result of new products, the share of in-house production has diminished, and the company uses subcontractors for its manufacturing to an increasing extent. Therefore, the company's dependence on the supply chain has increased. Any delays or disturbances in supply, or fluctuations in the quality of products, may have a momentary harmful impact on business. As the operations are being expanded and diversified, risks related to the management of inventories also increase.
Among the company's economic risks, those related to the structure of sales, increased investments, price trends for factors of production, changes in cost structure, increased operational costs, customers' liquidity, changes in exchange rates (particularly the US dollar, Swedish krona and Australian dollar), and taxation may have an impact on the company's financial status.
A more detailed description of Marimekko's risk management process is available on the company's website under Investors/Management/Risk management and risks.
MARKET OUTLOOK AND GROWTH TARGETS
The general uncertainty in the global economy is forecast to continue, and this may impact consumers' purchasing behaviour in all of Marimekko's market areas.
The situation has remained difficult in retailing in Finland, which is particularly important for Marimekko as its domestic market, and this trend appears to be continuing. In December and during the first weeks of the current year, comparable retail sales in Finland have declined by approximately 5 percent. Lower consumer confidence, a downturn in purchasing power, and rising unemployment cast a significant shadow over Marimekko's retail sales expectations for 2015 and make themselves felt in cautious restocking by retailers. No significant nonrecurring promotional deliveries are in sight which would support wholesale sales. On the other hand, sales are boosted by the stores opened in 2014.
The Asia-Pacific region, Marimekko's second biggest market, plays an important part in the company's internationalisation, and the company still sees growing demand for its products in this area. In recent years, new markets have opened up in China, Hong Kong and Taiwan, and the number of Marimekko stores in the region has doubled to 46. In 2015, at least Singapore and Thailand (Bangkok) will be opened as new markets. In Australia, the outlook is bright and Marimekko's retail sales have developed well, even exceeding expectations. Although sales in these countries are expected to grow, their combined proportion of Marimekko's net sales is still relatively small compared with Japan, which is clearly the most important single country in this region to the company. The appreciation of the euro against the yen and an increase in sales tax which came into effect in Japan in spring 2014 exerted a drag on Marimekko's wholesale sales in Japan in 2014. During the current year and in the next few years, sales in Japan are forecast to take a more modest trend than in recent years. Sales growth will be generated increasingly by organic growth, and new stores will be opened at a rate of a few per year.
The US economy is growing as a whole, but the trend in Marimekko's foreign-currency-denominated net sales in North America is expected to be roughly on a par with the previous year. The appreciation of the US dollar is expected to boost sales markedly in euro terms. Due to the loss-making nature of operations in North America, the appreciation of the dollar will have a negative impact on Marimekko's operating result in 2015, however. Efforts are being made to close the store in Beverly Hills this year, which if accomplished will mean considerable expenses.
Sales expectations in Scandinavia and EMEA are moderate. In the Middle East, two new stores will open in Dubai in spring 2015.
The main thrust in expansion in 2015 will be on openings of retailerowned Marimekko stores. The aim is to open a total of 10–20 new Marimekko stores and shop-in-shops, 1–3 of which would be company-owned. Also, the company will continue the operational enhancement and the improvement of profitability of company-owned stores opened in recent years. Changes in business locations of company-owned stores may have a deleterious effect on sales during the current year.
The expenses of marketing operations scheduled for 2015 are expected to be markedly higher than in the previous year, that is approximately EUR 5.5 million (4.7). The total investments for 2015 of the Marimekko Group are estimated as being in excess of EUR 3 million. Most of the investments will be devoted to building new retail facilities and purchases of fittings as well as improving data systems supporting business operations.
FINANCIAL GUIDANCE FOR 2015
Based on the market outlook, estimated sales development in the company's market areas, especially in Finland, the company's growth targets as well as other estimated factors, the Marimekko Group's year 2015 net
sales are forecast to be at the same level as in 2014 or lower. Operating profit excluding nonrecurring items in 2015 is estimated to be lower than in 2014.
THE BOARD OF DIRECTORS' PROPOSAL FOR THE DIVIDEND FOR THE 2014 FINANCIAL YEAR
On 31 December 2014, the parent company's distributable funds amounted to EUR 16,164,059.59, of which EUR 5,096,205.19 was profit for the financial year. The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.35 per share be paid for 2014 to a total of EUR 2,831,364 and that the remaining funds be retained in equity. The Board will propose 13 April 2015 as the dividend record date, and 20 April 2015 as the dividend payout date. No substantial changes in the company's financial position have occurred after the end of the financial year. The company's liquidity is good and, in the view of the Board of Directors, the proposed dividend payout does not jeopardise the company's solvency.
ANNUAL GENERAL MEETING
Marimekko Corporation's Annual General Meeting will be held on Thursday, 9 April 2014 from 2 p.m. onwards at the company's head office, Puusepänkatu 4, 00880 Helsinki, Finland.
Helsinki, 9 February 2015
Marimekko Corporation Board of Directors
Consolidated financial statements, IFRS
CONSOLIDATED BALANCE SHEET
| (EUR 1,000) | 31 Dec. 2014 | 31 Dec. 2013 | |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Intangible assets | 1.1 | 1,561 | 1,976 |
| Tangible assets | 1.2 | 16,702 | 18,245 |
| Available-for-sale financial assets | 1.4 | 16 | 16 |
| 18,279 | 20,237 | ||
| CURRENT ASSETS | |||
| Inventories | 2.1 | 17,558 | 18,106 |
| Trade and other receivables | 2.2 | 7,286 | 6,622 |
| Current tax assets | 682 | ||
| Cash and cash equivalents | 4,079 | 3,001 | |
| 28,924 | 28,411 | ||
| ASSETS, TOTAL | 47,203 | 48,648 |
CONSOLIDATED BALANCE SHEET
| (EUR 1,000) | 31 Dec. 2014 | 31 Dec. 2013 |
|---|---|---|
| SHAREHOLDERS' EQUITY AND LIABILITIES |
| EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY | |||
|---|---|---|---|
| Share capital | 3.1 | 8,040 | 8,040 |
| Reserve for invested non-restricted equity | 3.1 | 502 | 502 |
| Translation differences | -74 | -38 | |
| Retained earnings | 20,577 | 18,485 | |
| Shareholders' equity, total | 29,045 | 26,989 | |
| NON-CURRENT LIABILITIES | |||
| Deferred tax liabilities | 4.1 | 4 | 11 |
| Provisions | 4.2 | 190 | 101 |
| Financial liabilities | 4.3 | 3,696 | 8,234 |
| Finance lease obligations | 5.2 | 3,261 | 3,252 |
| 7,150 | 11,598 | ||
| CURRENT LIABILITIES | 5.1 | ||
| Trade and other payables | 10,053 | 9,989 | |
| Finance lease obligations | 5.2 | 176 | 72 |
| Current tax liabilities | 778 | ||
| 11,008 | 10,061 | ||
| Liabilities, total | 18,158 | 21,659 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES, TOTAL | 47,203 | 48,648 |
CONSOLIDATED INCOME STATEMENT
| (EUR 1,000) | 1 Jan.–31 Dec. 2014 | 1 Jan.–31 Dec. 2013 | |
|---|---|---|---|
| NET SALES | 9. | 94,150 | 94,007 |
| Other operating income | 10. | 230 | 246 |
| Increase (-) / decrease (+) in inventories of completed and unfinished products | -692 | 527 | |
| Raw materials and consumables | 11. | -32,767 | -33,547 |
| Employee benefit expenses | 13. | -25,543 | -27,059 |
| Depreciation and impairments | 14. | -4,283 | -6,772 |
| Other operating expenses | 15. | -25,503 | -27,320 |
| OPERATING PROFIT | 5,592 | 82 | |
| Financial income | 16. | 252 | 67 |
| Financial expenses | 17. | -360 | -953 |
| -108 | -886 | ||
| RESULT BEFORE TAXES | 5,485 | -804 | |
| Income taxes | 18. | -1,370 | -151 |
| NET RESULT FOR THE PERIOD | 4,114 | -955 | |
| Distribution of net result to equity holders of the parent company | 4,114 | -955 | |
| Basic and diluted earnings per share calculated on the result attributable | |||
| to equity holders of the parent companyt, EUR | 19. | 0.51 | -0.12 |
| COMPREHENSIVE CONSOLIDATED INCOME STATEMENT | |||
| (EUR 1,000) | 1 Jan.–31 Dec. 2014 | 1 Jan.–31 Dec. 2013 | |
| Net result for the period | 4,114 | -955 | |
| Items that could be reclassified to profit or loss at a future point in time | |||
| Change in translation difference | -36 | -30 | |
| COMPREHENSIVE RESULT FOR THE PERIOD | 4,078 | -985 | |
| Distribution of net result to equity holders of the parent company | 4,078 | -985 |
CONSOLIDATED CASH FLOW STATEMENT
| (EUR 1,000) | 2014 | 2013 | |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Net result for the period | 4,114 | -955 | |
| Adjustments | |||
| Depreciation and impairments | 4,283 | 6,772 | |
| Other non-cash transactions | 89 | 101 | |
| Financial income and expenses | 108 | 886 | |
| Taxes | 1,370 | 151 | |
| Cash flow before change in working capital | 9,965 | 6,954 | |
| Change in working capital | |||
| Increase (-) / decrease (+) in current non-interest-bearing trade receivables | -460 | 133 | |
| Increase (-) / decrease (+) in inventories | 547 | 396 | |
| Increase (+) / decrease (-) in current non-interest-bearing liabilities | -42 | -2,193 | |
| Cash flow from operating activities before financial items and taxes | 10,010 | 5,290 | |
| Paid interest and payments on other financial expenses | -360 | -355 | |
| Interest received | 45 | 67 | |
| Taxes paid | 156 | 422 | |
| CASH FLOW FROM OPERATING ACTIVITIES | 9,851 | 5,424 | |
| CASH FLOW FROM INVESTING ACTIVITIES | |||
| Investments in intangible assets | 1.1. | -611 | -645 |
| Investments in tangible assets | 1.2. | -1,451 | -1,708 |
| CASH FLOW FROM INVESTING ACTIVITIES | -2,063 | -2,353 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Payments of long-term loans | -4,538 | -1,083 | |
| Payments of finance lease liabilities | -150 | -69 | |
| Dividends paid | -2,022 | -2,022 | |
| CASH FLOW FROM FINANCING ACTIVITIES | -6,710 | -3,175 | |
| Change in cash and cash equivalents | 1,078 | -105 | |
| Cash and cash equivalents at the beginning of the period | 3,001 | 3,106 | |
| Cash and cash equivalents at the end of the period | 4,079 | 3,001 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Equity attributable to equity holders of the parent company
| Reserve for | |||||
|---|---|---|---|---|---|
| invested | Shareholders' | ||||
| non-restricted | Translation | Retained | equity, | ||
| (EUR 1,000) | Share capital | equity | differences | earnings | total |
| Shareholders' equity 1 Jan. 2013 | 8,040 | 502 | -8 | 21,462 | 29,996 |
| Comprehensive result | |||||
| Net result for the period | -955 | -955 | |||
| Translation differences | -30 | -30 | |||
| Total comprehensive result for the period | -30 | -955 | -985 | ||
| Transactions with owners | |||||
| Dividends paid | -2,022 | -2,022 | |||
| Shareholders' equity 31 Dec. 2013 | 8,040 | 502 | -38 | 18,485 | 26,989 |
| Shareholders' equity 1 Jan. 2014 | 8,040 | 502 | -38 | 18,485 | 26,989 |
| Comprehensive result | |||||
| Net result for the period | 4,114 | 4,114 | |||
| Translation differences | -36 | -36 | |||
| Total comprehensive result for the period | -36 | 4,114 | 4,078 | ||
| Transactions with owners | |||||
| Dividends paid | -2,022 | -2,022 | |||
| Shareholders' equity 31 Dec. 2014 | 8,040 | 502 | -74 | 20,577 | 29,045 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
COMPANY PROFILE
Marimekko Corporation is a Finnish clothing and textile company. Marimekko Corporation and its subsidiaries form a Group that designs, manufactures and markets clothing, interior decoration products and bags.
Marimekko Corporation's shares are quoted on NASDAQ OMX Helsinki Ltd. The company is domiciled in Helsinki, and its registered address is Puusepänkatu 4, 00880 Helsinki, Finland. The financial year of all Group companies is the calendar year.
Copies of the consolidated financial statements are available at company.marimekko.com and the head office of the Group's parent company at Puusepänkatu 4, 00880 Helsinki, Finland.
Marimekko Corporation's Board of Directors approved these financial statements for publication at its meeting on 9 February 2015. According to the Finnish Companies Act, shareholders have the right to accept or reject the financial statements at the Annual General Meeting held after the publication. The Annual General Meeting may also amend the financial statements.
ACCOUNTING POLICY APPLIED IN THE CONSOLIDATED FINANCIAL STATEMENTS
Accounting policy
The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), complying with the IAS and IFRS standards as well as the SIC and IFRIC interpretations in force as at 31 December 2014. In the Finnish Accounting Act and the provisions laid down pursuant to the Act, International Financial Reporting Standards refer to the standards approved for use in the EU in accordance with the procedures laid down in IAS Regulation (EC) 1606/2002 of the European Parliament, and the interpretations of these standards. The notes to the consolidated financial statements also comply with Finnish accounting and company legislation which
complements IFRS regulations.
The financial statements have been prepared at historical cost. Financial statement information is presented in thousands of euros.
Accounting estimates and judgments
The preparation of financial statements in accordance with IFRS calls for the management to use estimates and assumptions with regard to the future. The estimates and assumptions included in the financial statements are based on the best knowledge of the management as at the closing of the books. These estimates and assumptions affect the value of tangible and intangible assets in the balance sheet and the income and expenses for the year in the income statement. Discretion also has to be exercised when the accounting conventions for the financial statements are selected and applied, and estimates have to be made, for example, of depreciation periods, any impairments, valuation of inventories, income taxes, deferred tax assets and provisions (including credit loss provisions). The actual figures may deviate from these estimates.
Principles of consolidation
Marimekko's consolidated financial statements include the accounts of the parent company Marimekko Corporation and its subsidiaries. Subsidiaries are companies in which the Group has the right to determine the financial and operating principles of the undertaking or business operations, usually by virtue of a shareholding that entitles to more than half of the voting rights. Intra-Group share ownership has been eliminated using the acquisition cost method. Acquired subsidiaries are consolidated in the Group's financial statements as of the date on which the Group acquired a controlling interest and divested subsidiaries until the date when such control ceases. Intra-Group business transactions, intra-Group profit margins related to inventories and fixed assets, intra-Group receivables and liabilities and intra-Group distribution of profit have been eliminated.
Segment reporting
The Group's business segment is the Marimekko business. The segment information presented by the Group is based on internal reporting to the chief operational decision-maker, in which the management's assessment of the segment's profitability is based on monitoring of the segment's operating profit and in which the valuation principles for assets and liabilities are in accordance with IFRS regulations.
The President and CEO of the company acts as the chief operational decision-maker.
Translation of items denominated in foreign currency
The results and financial position of Group units are measured in the currency used in the primary business environment of the unit in question (functional currency). The consolidated financial statements are presented in euros, the functional and presentation currency of the parent company.
Transactions in foreign currencies are recognised in the functional currency at the exchange rates on the date of transaction. The foreigncurrency denominated receivables and liabilities of the parent company and its Finnish subsidiary have been converted to euro amounts using the exchange rates quoted by the European Central Bank on the closing date. The foreign currencydenominated receivables and liabilities of foreign subsidiaries have been converted at the exchange rate of the country in question on the closing date. Foreign exchange differences in business operations are booked in the corresponding income statement accounts above operating profit and foreign exchange differences on financial items in financial income and expenses.
The foreign-currency-denominated income statements of subsidiaries are converted to euro amounts using the average exchange rate for the financial year and the balance sheets at the average rate on the closing date. Differences arising from translation and translation differences in shareholders' equity are recorded as a separate item in shareholders' equity.
Revenue recognition and net sales
Most of the Group's income is comprised of wholesale and retail sales of products plus royalties. Sales of products are recognised as income when the significant risks and rewards incident to the ownership of goods have been transferred to the buyer. The Group then relinquishes oversight and control of the product. In wholesale, this is mainly the moment when the goods are handed over to the customer as set forth in the agreed delivery clause. In retail where cash or a credit card is used as the means of payment, the income is recognised at the time of sale. The revenue recognition of licensing and royalty income is handled in accordance with the clauses of the agreement between Marimekko and the licensee. The clauses in the licensing agreements mainly provide for royalties payable to Marimekko for sales of products covered by the agreement, based either on a percentage rate or the number of items. At least the minimum annual royalty as stipulated in the agreement is payable by some of the licensees.
In the calculation of net sales, sales proceeds are adjusted with indirect taxes and sales adjusting items such as discounts granted. The distribution costs of products sold are recognised in other operating expenses in the income statement.
Other operating income
Other operating income includes, for example, rental income from lease agreements classified as other lease agreements, insurance payouts and sales proceeds of fixed assets.
Operating profit
IAS 1 Presentation of Financial Statements does not contain a definition of operating profit. The Group has defined this concept as follows: operating profit is the net amount of net sales and other operating income less the purchase expenses adjusted with the expenses incurred due to the increase or decrease in inventories or completed and unfinished products and production for own use, employee
benefit expenses, depreciations, possible impairment loss and other operating expenses. Any income statement items other than the above are presented below the operating profit. Foreign exchange differences are included in the operating profit, provided they are attributable to items related to business operations. Otherwise they are recognised in financial items.
Employee benefits
Pension commitments The pension security of the personnel of the Group's Finnish companies has been arranged under the Finnish statutory employee pension plan (TyEL) through an external pension insurance company. Foreign subsidiaries have arranged pensions for their personnel in accordance with local legislation. The Group's pension cover is arranged wholly under defined contribution schemes. Under a defined contribution arrangement, the Group pays contributions to publicly or privately managed pension insurances. These contributions are either compulsory, based on an agreement or voluntary. The Group does not have any payment obligations other than these contributions. The contributions are recognised as employee benefit expenses at the time when they become due. Any contributions paid in advance are included in the assets on the balance sheet, insofar as they are recoverable as future refunds or future reductions of contributions.
Share-based payments
The long-term bonus systems granted to the Management Group by the Board of Directors are valued at fair value at each closing date and the change in fair value is recorded as an employee benefit expense in the income statement to the extent the share-based payments have been vested. The possible bonus will be paid in cash.
The bonus systems are described in greater detail in Note 13 to the consolidated financial statements.
Interest income
Interest income is recognised on
a time-proportion basis using the effective interest method.
Dividend income
Dividend income is recognised as income when the right to dividends is established.
Income taxes
Taxes on the Group companies' financial results for the period, taxes from previous periods and the change in deferred taxes are recorded as the Group's taxes. Taxes on the taxable income for the period are calculated on taxable income in accordance with the tax rate in force in the country in question. Deferred taxes are calculated on all temporary differences between the book value and the taxable value. However, a deferred tax liability is not accounted for if it arises from the initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable income. In taxation deferred tax is not recognised for nondeductible goodwill and deferred tax is not recognised for distributable earnings of subsidiaries where it is probable that the difference will not reverse in the foreseeable future. The largest temporary differences are due to the amortisation of fixed assets. Deferred taxes are calculated using the tax rates set by the closing date. Deferred tax assets are recognised to the extent that it is probable that future taxable profit, against which the temporary difference can be utilised, will be available.
Earnings per share
The basic earnings per share are calculated by dividing the profit for the period attributable to equity holders of the parent company by the weighted average of shares outstanding. The weighted average number of shares used to calculate the diluted earnings per share takes into account the diluting effect of the conversion of potential common shares into actual shares during the period.
Intangible assets
Intangible assets with finite useful
lives are recognised in the balance sheet at original cost less depreciation. Depreciation of intangible assets is carried out on a straight-line basis over their estimated useful life.
The estimated useful lives are as follows:
• intangible rights 5–10 years
• computer software 3–5 years. The major intangible asset items
are trademarks. Other intangible assets are computer software and information systems. The Group has not had any such development expenditure that should be recognised as assets under IAS 38 and recorded as amortised expense over their useful life.
Tangible assets
Tangible assets mainly consist of buildings, machinery and equipment. Tangible assets also include expenditures on conversions and renovations of leased premises comprising, for example, completion work on business interiors in rented premises. Tangible assets are recorded in the balance sheet at original cost less depreciation. Depreciation of tangible assets is carried out on a straight-line basis over their estimated useful life.
The estimated useful lives are as follows:
- buildings and structures 40 years
- machinery and equipment 3–15 years.
The residual value and useful life of tangible assets are checked in connection with each financial statement and if necessary adjusted to reflect changes in the expectation of economic benefit.
If a tangible asset consists of several parts with different useful lives, each part is treated as a separate asset. Significant cost of replacing a part is capitalised when the company will derive economic benefit from the asset. Other expenses such as regular maintenance, repair and servicing costs are entered as expenses in the income statement when they are incurred.
Investment aid is recognised as a reduction to investments and the aid recorded in the income statement is
booked in other operating income.
Borrowing costs
Borrowing costs are recognised as expenses during the financial year in which they were incurred. Borrowing costs have not been recognised as part of the acquisition cost of the assets.
Provisions and contingent liabilities
A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
A restructuring provision is recognised when the Group has compiled a detailed restructuring plan, launched its implementation or informed the parties concerned.
A contingent liability is a potential liability based on previous events. It depends on the realisation of an uncertain future event beyond the Group's control. Contingent liabilities also include obligations which will most likely not lead to a payment or the amount of which cannot be reliably determined. Contingent liabilities are disclosed in the notes.
Impairment
On each closing date, asset items are assessed for indications of impairment. If there are such indications, the recoverable amount of said asset item is estimated. The impairment recognised is the amount by which the book value of the asset item exceeds its recoverable amount, which is the higher of its net selling price or value in use. Value in use is based on discounted future net cash flows as a rule.
In 2013, the Group booked writedowns totalling EUR 1,480 thousand on the tangible assets of the companyowned stores in Beverly Hills, Boston and Oslo. The write-downs were due to these stores' poor profitability. The stores recoverable amount is based on the value in use. Further information about impairments is available in Note 1.2.
Lease agreements
In accordance with IAS 17 Leases, lease agreements in which the Group assumes substantially all the risks and rewards incident to ownership of the asset are classified as finance lease agreements. Assets acquired under finance lease agreements, less accumulated depreciation, are recognised in tangible or intangible assets, and the obligations of the agreements are recognised in interestbearing liabilities. A financial lease is booked in the balance sheet and recognised at fair value of the asset at the time of entering into the lease agreement or, if lower, at the present value of future minimum lease payments. Financial lease agreements in accordance with IAS 17 are recognised in the balance sheet and are depreciated in line with the Group's depreciation policy over their useful life or lease period, whichever is shorter and any impairment loss is recognised. Rents payable under lease agreements are divided into financial expenses and debt repayment.
Lease agreements in which the risks and rewards incident to ownership are retained by the lessor are treated as other lease agreements. Rents payable under other lease agreements are expenses in the income statement on a straight-line basis over the lease period.
Inventories
Inventories are presented at the acquisition cost or at the lower probable net realisation value. The acquisition cost of manufactured inventories includes not only purchase expenditure on materials, direct labour and other direct costs, but also a share of the fixed and variable general costs of production. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs for completion and selling expenses.
Financial assets
The Group classifies its financial assets in the following categories: loans and other receivables and available-forsale financial assets. The classification depends on the purpose for which the
financial assets were acquired and is determined at initial recognition by the management.
Loans and receivables consist of trade receivables, other receivables and cash and cash equivalents.
Available-for-sale financial assets comprise shares and they are included in non-current assets, unless it is intended that they will be held for less than 12 months from the closing date, in which case they are included in current assets. Available-for-sale financial assets are measured at fair value or, where the fair value cannot be reliably determined, at acquisition cost. Available-for-sale financial assets on the closing date comprise unlisted shares measured at historical cost less any impairment. The company does not intend to dispose of these shares for the present.
Loans and other receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest method. An impairment of trade receivables is recognised when there is objective evidence that the Group will not receive all of the benefits on the original terms. Indications of the impairment of trade receivables include the significant financial difficulties of the debtor, the likelihood of bankruptcy, failure to make payments, or a delay of over 90 days in paying. Impairment loss is recognised under other operating expenses in the income statement.
Cash and cash equivalents
The Group's cash and cash equivalents include cash at hand and at banks. The Group does not have any other items classified as cash and cash equivalents.
Dividends, shareholders' equity and treasury shares
The Board of Directors' proposal for dividend distribution has not been recognised in the financial statements; the dividends will only be recognised on the basis of the Annual General Meeting's approval.
Outstanding common shares are presented as share capital. Costs related to the granting or acquisition of the company's own equity instruments are presented as equity allowance. If the company purchases its own shares, the price including direct costs is recognised as decrease in equity.
Financial liabilities
Financial liabilities are initially recognised at fair value including transaction costs and subsequently at amortised cost using the effective interest method. Financial liabilities are non-current, unless they are repayable on demand or the Group intends to repay them within the next 12 months.
New standards and interpretations
In preparing these consolidated financial statements, the Group has followed the same accounting policies as in the annual financial statements for 2013 except for the effect of changes required by the adoption of the following new standards, interpretations and amendments to existing standards and interpretations on 1 January 2014. The new standards, interpretations and amendments to existing standards have not had a material impact on the consolidated financial statements.
Amendment to IFRSs 10, 11 and 12 on transition guidance. These amendments provide additional transition relief to IFRSs 10, 11 and 12, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. For disclosures related to unconsolidated structured entities, the amendments will remove the requirement to present comparative information for periods before IFRS 12 is first applied.
IFRS 10 "Consolidated financial statements". The objective of IFRS 10 is to establish principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entity (an entity that controls one or more other entities) to present consolidated financial statements. It defines the principle of control, and establishes control as the basis for consolidation. It sets out how to apply the principle of control to
identify whether an investor controls an investee and therefore must consolidate the investee. It also sets out the accounting requirements for the preparation of consolidated financial statements.
IFRS 11 "Joint arrangements". The standard contains guidelines on how joint arrangements are recognised. The standard focuses on the rights and obligations of the parties to the arrangement rather than its legal form.
IFRS 12 "Disclosures of Interests in Other Entities". The standard includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.
IAS 28 (revised 2011) "Associates and Joint Ventures". The revised standard includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11.
IAS 32 (amendment) "Offsetting Financial Assets and Financial Liabilities". The amendment addresses inconsistencies in current practice when applying the offsetting criteria in IAS 32.
IAS 36 (amendment) "Impairment of assets". The amendment addresses the disclosure requirements of the recoverable amount when an asset or CGU's recoverable amount has been determined on the basis of fair value less costs of disposal.
IAS 39 (amendment) "Financial Instruments: Recognition and Measurement". Under the amendment there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met. A novation indicates an event where the original parties to a derivative agree that one or more clearing counterparties replace their original counterparty to become the new counterparty to each of the parties.
Below is a list of standards, interpretations and amendments that have been issued and are effective for periods after 1 January 2014. They will be adopted by the Group in 2015 or later. The new standards, interpretations and amendments to
existing standards are not expected to have a material impact on the consolidated financial statements.
IFRIC 21 "Levies" This is an interpretation of IAS 37 "Provisions, contingent liabilities and contingent assets". IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past event (known as an obligating event). The interpretation addresses what the obligating event is that gives rise to the payment of a levy and when a liability should be recognised.
IAS 19 (amendment) "Employee benefits". The amendment applies to contributions from employees or third parties to defined benefit plans and clarifies the treatment of such contributions. The amendment distinguishes between contributions that are linked to service only in the period in which they arise and those linked to service in more than one period.
IAS 16 (amendment) "Property, plant and equipment" and IAS 38, "Intangible assets". This amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. *)
IFRS 11 (amendment) "Joint arrangements". This amendment provides new guidance on how to account for the acquisition of an interest in a joint venture operation that constitutes a business. The amendments require an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a business. *)
IFRS 10 (amendment) "Consolidated Financial Statements" and IAS 28 (amendment) "Associates and Joint Ventures". These amendments address an inconsistency between IFRS 10 and IAS 28 in the sale or contribution of assets between an investor and its associate or joint venture. A full gain or loss is recognised when a transaction
involves a business. A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if those assets are in a subsidiary. *)
IFRS 15 "Revenue from Contracts with Customers". The new standard provides a comprehensive framework for recognizing revenue and the amount and timing of the revenue. IFRS 15 replaces the effective guidelines for recognition, such as IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programmes. According to IFRS 15, Revenue is recognised when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. The core principle of IFRS 15 is that an entity recognises reve-nue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. *)
IFRS 9 "Financial instruments". The new standard replaces most of the guidance in IAS 39. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through OCI and fair value through P&L. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. The standard's requirements related to general hedge accounting have also been revised. IAS 39's requirements for recognition and derecognition of financial instruments have been retained. *)
IASB published the following improvements to standards and interpretations as part of the 2010- 2012 annual Improvements to IFRS project. These improvements have become effective on 1 July 2014. The changes are presented below but they are not expected to be of material significance to the Group:
IFRS 2 "Share-based Payment" IFRS 3 "Business Combinations" IFRS 8 "Operating Segments" IFRS 13 "Fair Value Measurement"
IAS 16 "Property, Plant and Equipment" and IAS 38 "Intabgible Assets"
IAS 24 "Related Party Disclosures" IASB published the following improvements to standards and interpretations as part of the 2011- 2013 annual Improvements to IFRS project. These improvements have become effective on 1 July 2014. The changes are presented below but they are not expected to be of material significance to the Group:
IFRS 3 "Business Combinations" IFRS 13 "Fair Value Measurement" IAS 40 "Investment Property"
IASB published the following improvements to standards and interpretations as part of the 2012- 2014 *) annual Improvements to IFRS project which are mandatory for accounting periods on or after 2016. The changes are presented below but they are not expected to be of material significance to the Group:
IFRS 5 "Non-current assets held for sale and discontinued operations"
IFRS 7 "Financial instruments: Disclosures"
IAS 19 "Emplyoee benefits" IAS 34 "Interim financial reporting"
*) This standard, interpretation or amendment is still subject to EU endorsement.
1. NON-CURRENT ASSETS
1.1 Intangible assets
2014
| (EUR 1,000) | Intangible rights |
Computer software |
Advance payments and acquisitions in progress |
Total |
|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2014 | 1,940 | 6,301 | 57 | 8,298 |
| Increases | 61 | 61 | 401 | 523 |
| Acquisition cost, 31 Dec. 2014 | 2,001 | 6,362 | 458 | 8,822 |
| Accumulated depreciation, 1 Jan. 2014 | 1,306 | 5,016 | 6,322 | |
| Depreciation during the financial year | 188 | 750 | 938 | |
| Accumulated depreciation, 31 Dec. 2014 | 1,494 | 5,766 | 7,260 | |
| Book value, 31 Dec. 2014 | 507 | 596 | 458 | 1,561 |
| Book value, 1 Jan. 2014 | 634 | 1,285 | 57 | 1,976 |
| Book value, 31 Dec. 2014 | 507 | 596 | 458 | 1,561 |
2013
| Advance | ||||
|---|---|---|---|---|
| (EUR 1,000) | Intangible rights |
Computer software |
payments and acquisitions in progress |
Total |
| Acquisition cost, 1 Jan. 2013 | 1,720 | 5,839 | 165 | 7,724 |
| Increases | 220 | 462 | 67 | 749 |
| Transfers | 175 | -175 | ||
| Acquisition cost, 31 Dec. 2013 | 1,940 | 6,301 | 57 | 8,298 |
| Accumulated depreciation, 1 Jan. 2013 | 951 | 4,110 | 5,061 | |
| Depreciation during the financial year | 355 | 906 | 1,261 | |
| Accumulated depreciation, 31 Dec. 2013 | 1,306 | 5,016 | 6,322 | |
| Book value, 31 Dec. 2013 | 634 | 1,285 | 57 | 1,976 |
| Book value, 1 Jan. 2013 | 769 | 1,729 | 165 | 2,663 |
| Book value, 31 Dec. 2013 | 634 | 1,285 | 57 | 1,976 |
1.2 Tangible assets
2014
| (EUR 1,000) | Land | Buildings and structures |
Machinery and equipment |
Advance payments and acquisitions in progress |
Total |
|---|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2014 | 3,515 | 16,670 | 18,053 | 299 | 38,537 |
| Increases | 741 | 266 | 795 | 1,802 | |
| Transfers | 665 | 253 | -918 | ||
| Acquisition cost, 31 Dec. 2014 | 3,515 | 18,076 | 18,572 | 176 | 40,339 |
| Accumulated depreciation, 1 Jan. 2014 | 230 | 7,174 | 12,888 | 20,292 | |
| Depreciation during the financial year | 115 | 1,909 | 1,321 | 3,345 | |
| Accumulated depreciation, 31 Dec. 2014 | 345 | 9,083 | 14,209 | 23,637 | |
| Book value, 31 Dec. 2014 | 3,169 | 8,993 | 4,363 | 176 | 16,701 |
| Book value, 1 Jan. 2014 | 3,285 | 9,496 | 5,165 | 299 | 18,245 |
| Book value, 31 Dec. 2014 | 3,169 | 8,993 | 4,363 | 176 | 16,702 |
| Book value of production machinery, 31 Dec. 2014 | 1,914 |
2013
| (EUR 1,000) | Land | Buildings and structures |
Machinery and equipment |
Advance payments and acquisitions in progress |
Total |
|---|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2013 | 3,515 | 15,647 | 16,690 | 905 | 36,757 |
| Increases | 1,681 | 1,363 | 299 | 3,343 | |
| Decreases | -1,563 | -1,563 | |||
| Transfers | 905 | -905 | |||
| Acquisition cost, 31 Dec. 2013 | 3,515 | 16,670 | 18,053 | 299 | 38,537 |
| Accumulated depreciation, 1 Jan. 2013 | 115 | 4,969 | 9,697 | 14,781 | |
| Depreciation during the financial year | 115 | 2,024 | 1,668 | 3,807 | |
| Impairments | 181 | 1,523 | 1,704 | ||
| Accumulated depreciation, 31 Dec. 2013 | 230 | 7,174 | 12,888 | 20,292 | |
| Book value, 31 Dec. 2013 | 3,285 | 9,496 | 5,165 | 299 | 18,245 |
| Book value, 1 Jan. 2013 | 3,400 | 10,678 | 6,993 | 905 | 21,976 |
| Book value, 31 Dec. 2013 | 3,285 | 9,496 | 5,165 | 299 | 18,245 |
| Book value of production machinery, 31 Dec. 2013 | 2,377 |
In 2013, impairments on buildings and structures were related to the closed factory in Kitee and impairments on machinery and equipment were related to the Beverly Hills, Boston and Oslo stores.
1.3 Finance lease agreements
Land as well as machinery and equipment in tangible assets include the following assets acquired under finance lease agreements. The finance lease assets constitute the land lease agreement on the property of the Helsinki head office and printing factory as well as machinery and equipment leased under finance lease agreement since 1 January 2014.
2014
| Machinery and | |||
|---|---|---|---|
| (EUR 1,000) | Land | equipment | Total |
| Acquisition cost, 1 Jan. 2014 | 3,460 | 3,460 | |
| Increases | 270 | 270 | |
| Decreases | -9 | -9 | |
| Acquisition cost, 31 Dec. 2014 | 3,460 | 261 | 3,721 |
| Accumulated depreciation, 1 Jan. 2014 | 230 | 230 | |
| Depreciation during the financial year | 115 | 78 | 193 |
| Accumulated depreciation, 31 Dec. 2014 | 346 | 78 | 424 |
| Book value, 31 Dec. 2014 | 3,114 | 183 | 3,297 |
| Book value, 1 Jan. 2014 | 3,230 | 3,230 | |
| Book value, 31 Dec. 2014 | 3,114 | 183 | 3,297 |
2013
| Machinery and | |||
|---|---|---|---|
| (EUR 1,000) | Land | equipment | Total |
| Acquisition cost, 1 Jan. 2013 | 3,460 | 3,460 | |
| Acquisition cost, 31 Dec. 2013 | 3,460 | 3,460 | |
| Accumulated depreciation, 1 Jan. 2013 | 115 | 115 | |
| Depreciation during the financial year | 115 | 115 | |
| Accumulated depreciation, 31 Dec. 2013 | 230 | 230 | |
| Book value, 31 Dec. 2013 | 3,230 | 3,230 | |
| Book value, 1 Jan. 2013 | 3,345 | 3,345 | |
| Book value, 31 Dec. 2013 | 3,230 | 3,230 |
1.4 Available-for-sale financial assets
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Available-for-sale shares | ||
| Acquisition cost, 1 Jan. | 16 | 16 |
| Acquisition cost, 31 Dec. | 16 | 16 |
| Book value, 31 Dec. | 16 | 16 |
| Financial assets, total | 16 | 16 |
Available-for-sale financial assets comprise unlisted shares, which are presented at cost because their fair values are not reliably known.
2. CURRENT ASSETS
2.1 Inventories
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Raw materials and consumables | 5,362 | 4,917 |
| Incomplete products | 51 | 65 |
| Finished products/goods | 12,145 | 13,124 |
| Total | 17,558 | 18,106 |
No impairment was recognised on inventories.
2.2 Trade and other receivables
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Trade receivables | 4,797 | 4,868 |
| Prepayments for inventory purchases | 597 | 619 |
| Other reveivables | 69 | 57 |
| Prepaid expenses and accrued income | 1,824 | 1,080 |
| Total | 7,286 | 6,622 |
| Prepaid expenses and accrued income | ||
| Royalty receivables | 271 | 360 |
| Employee benefits | 626 | 222 |
| VAT receicables | 286 | |
| Other prepaid expenses and accrued income | 641 | 498 |
| Total | 1,824 | 1,080 |
| Impairment of trade receivables | 24 | 13 |
Analysis of trade receivables by age
| Impairment | Impairment | |||||
|---|---|---|---|---|---|---|
| (EUR 1,000) | 2014 | loss | Net 2014 | 2013 | loss | Net 2013 |
| Undue trade receivables | 4,025 | 4,025 | 4,035 | 4,035 | ||
| Overdue | ||||||
| less than 30 days | 467 | 467 | 500 | 500 | ||
| 30–60 days | 205 | 205 | 178 | 178 | ||
| more than 60 days | 125 | -24 | 101 | 168 | -13 | 155 |
| Total | 4,821 | -24 | 4,797 | 4,881 | -13 | 4,868 |
3. SHAREHOLDERS' EQUITY
| 3.1 Share capital and reserve for invested non-restricted equity | Number of | Share capital, | Reserve for invested non-restricted |
|
|---|---|---|---|---|
| shares | EUR | equity, EUR | Total, EUR | |
| 1 Jan. 2013 | 8,089,610 | 8,040,000 | 501,969 | 8,541,969 |
| 31 Dec. 2013 | 8,089,610 | 8,040,000 | 501,969 | 8,541,969 |
| 1 Jan. 2014 | 8,089,610 | 8,040,000 | 501,969 | 8,541,969 |
| 31 Dec. 2014 | 8,089,610 | 8,040,000 | 501,969 | 8,541,969 |
Marimekko Corporation's Articles of Association do not specify maximum share capital. Marimekko Corporation has one series of shares; the shares do not have a nominal value. All shares in issue have been paid in full. The Group does not possess any of its own shares. The Group does not have any share option schemes. After the closing date, the Board of Directors has proposed that a dividend of EUR 0.35 per share be paid for 2014 (0.25).
The reserve for invested non-restricted equity contains other equity-like investments and the share subscription price to the extent that this is not entered in share capital under a specific decision.
4. NON-CURRENT LIABILITIES
4.1 Deferred tax assets and liabilities
Deferred tax assets and liabilities are offset against each other where the Group has a legally enforceable right to offset deferred tax assets and liabilities based on taxable earnings for the period against each other and where they relate to income taxes levied by the same taxation authority on the same taxpayer or different taxpayers and the intention is to settle on a net basis. The amounts offset against each other are as follows:
Changes in deferred taxes in 2014
| Recognised in the | |||
|---|---|---|---|
| (EUR 1,000) | 1 Jan. 2014 | income statement | 31 Dec. 2014 |
| Deferred tax assets | |||
| Internal margin of inventories | 604 | -95 | 509 |
| Deferred tax assets on management compensation | 15 | -9 | 6 |
| Provisions | 20 | 18 | 38 |
| Total | 639 | -86 | 553 |
| Offsetting deferred tax assets and liabilities | -553 | ||
| Deferred tax asset | 639 | -86 | |
| Deferred tax liabilities | |||
| Accumulated depreciation difference | -514 | 74 | -440 |
| Fixed costs included in inventories | -155 | 11 | -144 |
| Finance lease | 19 | 9 | 28 |
| Total | -650 | 93 | -557 |
| Offsetting deferred tax assets and liabilities | 553 | ||
| Deferred tax liability | -650 | 93 | -557 |
| Deferred tax liability, net | -4 |
Confirmed losses are recognized as deferred tax assets to the extent that the tax benefit is likely to be received based on taxable earnings. Deferred tax assets amounting to EUR 240 thousand have not been recognized.
Changes in deferred taxes in 2013
| Recognised in the | |||
|---|---|---|---|
| (EUR 1,000) | 1 Jan. 2013 | income statement | 31 Dec. 2013 |
| Deferred tax assets | |||
| Internal margin of inventories | 328 | 276 | 604 |
| Deferred tax assets on management compensation | 37 | -22 | 15 |
| Provisions | 20 | 20 | |
| Deferred tax assets on losses of affiliated companies | 322 | -322 | |
| Total | 687 | -48 | 639 |
| Offsetting deferred tax assets and liabilities | -639 | ||
| Deferred tax asset | 687 | -48 | |
| Deferred tax liabilities | |||
| Accumulated depreciation difference | -666 | 152 | -514 |
| Fixed costs included in inventories | -190 | 35 | -155 |
| Finance lease | 12 | 7 | 19 |
| Total | -844 | 194 | -650 |
| Offsetting deferred tax assets and liabilities | 639 | ||
| Deferred tax liability | -844 | 194 | -650 |
| Deferred tax liability, net | -11 |
4.2 Non-current provisions
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Provision for restructuring cost | ||
| Book value, 1 Jan. | 101 | |
| Increases | 89 | 101 |
| Book value, 31 Dec. | 190 | 101 |
The non-current provisions are related to the company's possible future obligation to pay the employer's liability component within the unemployment insurance contribution. This future payment obligation to the Unemployment Insurance Fund was born when the company dismissed employees in Finland in connection with the consultative negotiations held in 2013 and 2014. The payment obligation materialises for the most part within two years after the ending of the employment of the employee meeting the requirements of the employer's liability component.
4.3 Interest-bearing non-current liabilities
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Financial liabilities | 3,696 | 8,234 |
| Finance lease obligations | 3,261 | 3,252 |
| Total | 6,957 | 11,486 |
The interest rate of the financial liabilities was 0.577–1.688% (0.078–1.446). All financial liabilities were euro denominated.
5. CURRENT LIABILITIES
5.1 Current liabilities
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Trade and other payables | ||
| Trade payables | 3,863 | 4,211 |
| Other payables | 2,731 | 2,230 |
| Accrued liabilities and deferred income | 3,460 | 3,549 |
| Finance lease obligations | 176 | 72 |
| Current tax liabilities | 778 | |
| Total | 11,008 | 10,061 |
| Accrued liabilities and deferred income | ||
| Employee benefits | 3,246 | 3,345 |
| Other accrued liabilities and deferred income | 214 | 204 |
| Total | 3,460 | 3,549 |
5.2 Finance lease obligations
Assets are classified as assets leased under finance lease agreement, if the risks and rewards incidental to ownership of the assets substantially remain with the Group. The lease obligations have efficient security, since the lessor regains the right to the leased asset, if lease payments are neglected. The Group's finance lease obligations relate to the land lease of the Helsinki head office and printing factory property as well as machinery and equipment leased under finance lease agreement since 1 January 2014.
Gross amount of finance lease obligations – minimum lease payments by due date:
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| No later than 1 year | 360 | 188 |
| Later than 1 year – no later than 5 years | 922 | 753 |
| Later than 5 years | 4,139 | 4,327 |
| Total | 5,421 | 5,268 |
| Future financial expenses | -1,984 | -1,944 |
| Current value of the finance lease obligations | 3,437 | 3,324 |
The current value of the financial lease obligations matures as follows:
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| No later than 1 year | 176 | 72 |
| Later than 1 year – no later than 5 years | 407 | 313 |
| Later than 5 years | 2,854 | 2,939 |
| Current value of the financial lease obligations | 3,437 | 3,324 |
6. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
The company's financial assets consist of short term trade and other receivables as well as cash and cash equivalents. Therefore the book value of these assets is a fair assumption of their fair value. The book value of trade and other payables is also a fair assumption of their fair value.
The book values and fair values of financial liabilities and financial lease liabilities are presented below:
| Book value | Fair value | Book value | Fair value | |
|---|---|---|---|---|
| (EUR 1,000) | 2014 | 2014 | 2013 | 2013 |
| Financial liabilities | 3,696 | 3,696 | 8,234 | 8,234 |
| Finance lease obligations | 3,437 | 3,437 | 3,324 | 3,324 |
The company has determined the fair value based on the discounted cash flows using the market rate and credit risk premium at the end of the financial period. The fair values have been classified at level 3 of the the fair value hierarchy as they include management's judgement. The levels of the fair value hierarchy are presented below:
– quoted prices in active markets for identical assets and liabilities (Level 1).
– inputs other than quoted prices included in Level 1 that are observable for the asset or liability (Level 2).
– inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
7. GUARANTEES, CONTINGENT LIABILITIES AND OTHER COMMITMENTS
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Other own liabilities and commitments | ||
| Lease liabilities for machinery and equipment | 672 | 411 |
| Liabilities relating to lease agreements for business premises | 33,638 | 36,955 |
| Commitments, total | 34,310 | 37,365 |
| Other lease agreements | ||
| The Group as lessee | ||
| Minimum lease payments under other non-cancellable lease agreements | ||
| No later than 1 year | 9,024 | 8,368 |
| Later than 1 year – no later than 5 years | 17,228 | 19,040 |
| Later than 5 years | 8,058 | 9,957 |
| Total | 34,310 | 37,365 |
The Group has leased several of its store, office and warehouse premises. These lease agreements are valid either for a fixed period or for the time being. The rent icrease index, renewal and other terms of the agreements vary. The 2014 income statement includes EUR 9,287 thousand in rental expenses paid on the basis of other non-cancellable lease agreements.
The Group has no liabilities resulting from derivative contracts, and there are no outstanding guarantees or any other contingent liabilities which have been granted on behalf of the management of the company or its shareholders.
8. RELATED PARTY TRANSACTIONS
The Group's related parties include the members of the Board of Directors and Management Group as well as the parent company and subsidiaries.
The following members of the Board of Directors and Management Group were related parties to the Group in 2014:
Pekka Lundmark, Chairman of the Board Mika Ihamuotila, President and CEO, Vice Chairman of the Board Elina Björklund, member of the Board Arthur Engel, member of the Board Ami Hasan, member of the Board until 23 April 2014 Joakim Karske, member of the Board Catharina Stackelberg-Hammarén, member of the Board starting 23 April 2014 Tiina Alahuhta-Kasko, COO and member of the Management Group Thomas Ekström, CFO and member of the Management Group Päivi Lonka, CSO and member of the Management Group Niina Nenonen, CPO and member of the Management Group Anna Teurnell, Creative Director and member of the Management Group
The following members of the Board of Directors and Management Group were related parties to the Group in 2013:
Pekka Lundmark, Chairman of the Board Mika Ihamuotila, President and CEO, Vice Chairman of the Board Elina Björklund, member of the Board Arthur Engel, member of the Board Ami Hasan, member of the Board Joakim Karske, member of the Board Tiina Alahuhta-Kasko, Marketing Director and member of the Management Group Thomas Ekström, CFO and member of the Management Group Päivi Lonka, Sales Director and member of the Management Group Niina Nenonen, Product Director and member of the Management Group Minna Kemell-Kutvonen, Creative Director and member of the Management Group
The relationships of the Group's parent company and subsidiaries are as follows:
Parent company
Marimekko Corporation, Helsinki, Finland
Subsidiaries
| Company and domicile | Group's holding, % | Share of voting rights, % |
|---|---|---|
| Keskinäinen Kiinteistö Oy Marikko, Helsinki, Finland | 100 | 100 |
| Marimekko Services Oy, Helsinki, Finland | 100 | 100 |
| Marimekko AB, Stockholm, Sweden *) | 100 | 100 |
| Marimekko Australia PTY Ltd, Victoria, Australia | 100 | 100 |
| Marimekko GmbH, Frankfurt am Main, Germany | 100 | 100 |
| Marimekko North America LLC, Delaware, United States | 100 | 100 |
| Marimekko North America Retail LLC, Delaware, United States | 100 | 100 |
| Marimekko North America Holding Co, Delaware, United States | 100 | 100 |
| Marimekko UK Ltd, London, United Kingdom | 100 | 100 |
* Marimekko AB has branches in Norway and Denmark.
The following transactions were carried out with related parties:
Management's employee benefits
Emoluments
Employee benefits of the President and CEO and other members of the Management Group in 2014:
| President | Other members of the | ||
|---|---|---|---|
| (EUR 1,000) | and CEO | Management Group | Total |
| Salaries and bonuses | 435 | 671 | 1,106 |
| Share-based bonus system (cash settled) | -15 | -29 | -44 |
| Pension expenses – defined contribution plans *) | 77 | 119 | 196 |
| Total | 497 | 761 | 1,258 |
*) The pension benefits include only statutory pension payments. The management does not have additional pension benefits.
Remuneration to the Board of Directors in 2014:
| (EUR 1,000) | Fixed annual remuneration |
|---|---|
| Elina Björklund | 20 |
| Arthur Engel | 20 |
| Ami Hasan | 6 |
| Mika Ihamuotila | - |
| Joakim Karske | 20 |
| Pekka Lundmark | 30 |
| Catharina Stackelberg-Hammarén | 14 |
| Total | 110 |
| Employee benefits of the management in 2014, total | 1,368 |
Employee benefits of the President and CEO and other members of the Management Group in 2013:
| (EUR 1,000) | President and CEO |
Other members of the Management Group |
Total |
|---|---|---|---|
| Salaries and bonuses | 414 | 568 | 982 |
| Share-based bonus system (cash settled) | -29 | -48 | -77 |
| Pension expenses – defined contribution plans *) | 70 | 95 | 165 |
| Total | 455 | 615 | 1,070 |
*) The pension benefits include only statutory pension payments. The management does not have additional pension benefits.
Remuneration to the Board of Directors in 2013:
| Fixed annual | |
|---|---|
| (EUR 1,000) | remuneration |
| Elina Björklund | 20 |
| Arthur Engel | 20 |
| Ami Hasan | 20 |
| Mika Ihamuotila | - |
| Joakim Karske | 20 |
| Pekka Lundmark | 30 |
| Total | 110 |
| Employee benefits of the management in 2013, total | 1,180 |
Related parties are beneficiaries of share-based bonus systems. The management's long-term bonus systems are presented in greater detail under note 13 to the financial statements.
Other related party transactions
Marimekko Corporation paid consultancy fees amounting to EUR 7 thousand to Oy H Ihamuotila Ab in 2014. Oy H Ihamuotila Ab is owned by Helena Ihamuotila, wife of President and CEO Mika Ihamuotila. The consultancy assignments constituted separately determined PR assignments.
9. SEGMENT INFORMATION
The operational segments are reported to the chief operational decision-maker in the same way as in internal reporting. The chief operational decision-maker monitors Marimekko's business as a whole. The company is domiciled in Finland. Net sales from external customers in Finland totalled EUR 52,034 thousand (52,159) and from external customers in other countries EUR 42,116 thousand (41,848).
The total amount of non-current assets in Finland excluding financial instruments and deferred tax liabilities (the Group has no assets arising from employee benefits or insurance contracts) was EUR 15,523 thousand (16,613) and the total amount of corresponding non-current assets in other countries was EUR 2,756 thousand (3,624).
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Net sales | ||
| Finland | 52,034 | 52,159 |
| Other countries | 42,116 | 41,848 |
| Total | 94,150 | 94,007 |
| Assets | ||
| Finland | 37,253 | 37,770 |
| Other countries | 9,950 | 10,878 |
| Total | 47,203 | 48,648 |
| Investments | ||
| Finland | 1,648 | 1,836 |
| Other countries | 415 | 518 |
| Total | 2,063 | 2,354 |
| (EUR 1,000) | 2014 | 2013 |
| Net sales | ||
| Product sales | 92,914 | 92,907 |
| Licence income | 1,237 | 1,100 |
| Total | 94,150 | 94,007 |
10. OTHER OPERATING INCOME
| (1 000 euroa) | 2014 | 2013 |
|---|---|---|
| Rental income | 203 | 184 |
| Other income | 27 | 62 |
| Total | 230 | 246 |
11. RAW MATERIALS AND CONSUMABLES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Materials and supplies | ||
| Purchases during the financial year | 20,723 | 21,300 |
| Increase (-) / decrease (+) in inventories | 31 | 659 |
| Total | 20,754 | 21,960 |
| External services | 12,013 | 11,587 |
| Total | 32,767 | 33,547 |
Exchange rate differences included in raw materials and consumables
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Exchange rate gains (-) / losses (+) of purchases | 92 | 30 |
12. SALES MARGIN
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Net sales | 94,150 | 94,007 |
| Raw materials and consumables (including external services) | 32,767 | 33,547 |
| Sales margin | 61,383 | 60,461 |
| Sales margin, % of net sales | 65.2 | 64.3 |
13. EMPLOYEE BENEFIT EXPENSES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Salaries, wages and bonuses | 19,475 | 21,487 |
| Share-based payments (cash settled) | -44 | -77 |
| Pension expenses – defined contribution plans | 4,167 | 4,354 |
| Other indirect social expenditure | 1,945 | 1,295 |
| Total | 25,543 | 27,059 |
Average number of employees
| 2014 | 2013 | |
|---|---|---|
| Salaried employees | 433 | 444 |
| Non-salaried employees | 40 | 82 |
| Total | 473 | 526 |
Share-based payments
Management Group's long-term bonus systems
During the financial year, the Marimekko Group had two long-term bonus systems targeted at the Management Group.
Bonus system 1: On 7 February 2011, the Board of Directors of Marimekko Corporation agreed on establishing a long-term bonus system targeted at the company's Management Group. The system is composed of two earnings periods, which are 1 January 2011 – 31 October 2014 and 1 January 2011 – 28 February 2015. The possible bonus for each earnings period will be based on the total return on Marimekko Corporation's shares, including dividends. The possible bonus will be paid in cash in two batches, one in autumn 2014 and the other in spring 2015. Earning the bonus requires that the person still works for the company at the time of the payment. When receiving the bonus, the persons in question commits themselves to using 50% of the net value of the bonus for acquiring the company's shares at market price within six months from receiving the bonus. The shares acquired with the bonus cannot be surrendered prior to two years from the time of acquiring the shares. The annual maximum value of the bonus paid to a member of the Management Group based on the bonus system cannot exceed the approximate value of fixed annual salary. The system encompasses the Management Group members excluding the Creative Director, a total of five persons.
The fair value of granted share-based payments has been determined using the binary cash-or-nothing call option valuation model. The significant measurement parameters in the model are the share price at the commencement date of the earning period, EUR 13.00 added with 10% resulting to EUR 14.30, as well as volatility 28%. The grant date of the share-based payments is the date of the Board resolution. The fair value of the share-based payments were on average EUR 2.84/option on the grant date whereby the total fair value of the bonus system amounted to EUR 112 thousand. Granted share-based payments will be subsequently valued at fair value at each closing date and the change in fair value will be recorded in the income statement to the extent they are vested. Each member to the bonus system will be compensated for the earnings period with an amount equivalent to 1.5 months' gross salary for each one (1) euro which the closing share price (inclusive of dividends) exceeds the share value of EUR 14.30 at the date of commencement of the bonus system. Gross salary is defined for the purposes of the bonus system as the fixed monthly salary, inclusive of fringe benefits, prevailing at the commencement of the bonus system in January 2011. At the end of 2014 the fair value of share-based payments booked as current liabilities to the extent they are vested, was 0 euro. At the end of 2013 the fair value of share-based payments booked as current liabilities to the extent they are vested, was EUR 83 thousand. This EUR 83 thousand decrease in fair value of the share-based payments in 2014 was booked as a decrease of employee benefit expenses in the consolidated income statement. In 2013 a fair value decrease of EUR 77 thousand was booked as a decrease of employee benefit expenses in the consolidated income statement.
Bonus system 2: On 7 May 2014, the Board of Directors of Marimekko Corporation agreed on establishing a second long-term bonus system targeted at the company's Management Group. The system is composed of two earnings periods, which are 8 May 2014 - 31 October 2017 and 8 may 2014 - 28 February 2018. The possible bonus for each earnings period will be based on the total yield on Marimekko Corporation's shares, including dividends. The possible bonus will be paid in cash in two batches, one in autumn 2017 and the other in spring 2018. Earning the bonus requires that the person still works for the company at the time of the payment. When receiving the bonus, the person in question commits themselves to using 50% of the net value of the bonus for acquiring the company's shares at market price within six months from receiving the bonus. The shares acquired with the bonus cannot be surrendered prior to two years from the time of acquiring the shares. The annual maximum value of the bonus paid to a member of the Management Group based on the bonus system cannot exceed the approximate value of the fixed annual salary. The system encompasses the Management Group members excluding the Creative Director, a total of five persons.
The fair value of granted share-based payments has been determined using the binary cash-or-nothing call option valuation model. The significant measurement parameters in the model are the share price at the commencement date of the earnings period, EUR 9.55 added with 10% resulting to EUR 10.50, and volatility 28%. The grant date of the share-based payments is the date of the Board resolution. The fair value of the share-based payments were on average EUR 1.05/option on the grant date whereby the total fair value of the Bonus system amounted to EUR 313 thousand. Granted share-based payments will be subsequently valued at fair value at each closing date and the change in fair value will be recorded in the income statement to the extent they are vested. Each member to the bonus system will be compensated for the earnings period with an amount equivalent to 1.5 months' gross salary for each one (1) euro which the closing share price (inclusive of dividends) exceeds the share value of EUR 10.50 at the date of commencement of the bonus system. Gross salary is defined for the purposes of the bonus system as the fixed monthly salary, inclusive of fringe benefits, prevailing at the commencement of the bonus system in May 2014. At the end of 2014 the fair value of sharebased payments booked as current liabilities to the extent they are vested, was EUR 39 thousand. This EUR 39 thousand increase in fair value of the share-based payments in 2014 was booked as an increase of employee benefit expenses in the consolidated income statement.
14. DEPRECIATION AND IMPAIRMENTS
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Intangible assets *) | ||
| Intangible rights | 188 | 355 |
| Computer software | 750 | 906 |
| Total | 938 | 1,261 |
| Tangible assets *) | ||
| Land | 115 | 115 |
| Buildings and structures | 1,909 | 2,205 |
| Machinery and equipment | 1,321 | 3,191 |
| Total | 3,345 | 5,511 |
| Total | 4,283 | 6,772 |
| Impairments on non-current assets: | ||
| Buildings and structures | 181 | |
| Machinery and equipment | 1,523 | |
| Total | 1,704 |
*) The grouping of the 2013 depreciation has been changed to correspond to the grouping of depreciation in 2014. Further information about the impairments is available under note 1.2, Tangible assets.
15. OTHER OPERATING EXPENSES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Leases | 9,287 | 8,634 |
| Marketing | 4,674 | 4,179 |
| Management and maintenance of business premises | 1,572 | 1,706 |
| Administration | 4,682 | 5,684 |
| Other expenses | 5,288 | 7,117 |
| Total | 25,503 | 27,320 |
Exchange rate differences included in other operating expenses
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Exchange rate gains (-) / losses (+) of sales | -414 | 638 |
Auditor's fee *)
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| PricewaterhouseCoopers Oy, Authorised Public Accountants | ||
| Audit | 72 | 76 |
| Other services | 36 | 5 |
| Total | 108 | 81 |
| Others | ||
| Audit | 49 | 55 |
| Total | 49 | 55 |
*) Included in other expenses in the item other operating expenses.
16. FINANCIAL INCOME *)
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Interest income on loans and other receivables | 45 | 67 |
| Other financial income | 207 | |
| Total | 252 | 67 |
| Exchange rate gains included in financial income | 204 |
*) The grouping of financial income and expenses in 2013 has been changed to correspond to the grouping of financial income and expenses in 2014.
17. FINANCIAL EXPENSES *)
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Interest expenses on finance liabilities measured at amortised cost | -121 | -160 |
| Interest expenses on financial lease obligations | -121 | -119 |
| Other financial expenses | -118 | -674 |
| Total | -360 | -953 |
| Exchange losses included in financial expenses | -584 |
*) The grouping of financial income and expenses in 2013 has been changed to correspond to the grouping of financial income and expenses in 2014.
18. INCOME TAXES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Taxes on taxable earnings for the period | 1,377 | 298 |
| Deferred taxes | -7 | -147 |
| Total | 1,370 | 151 |
Reconciliation statement of taxes calculated on the basis of tax expenses in the income statement and the Group's Finnish tax rate (20% in 2014 and 24.5% in 2013)
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Result before taxes | 5,485 | -804 |
| Taxes calculated at the Finnish tax rate | 1,097 | -197 |
| Different tax rates of foreign subsidiaries | -33 | 10 |
| Unrecognised deferred tax assets from losses in taxation | 240 | |
| Taxes from losses of previous years | 321 | |
| Adjustment on deferred taxes from tax rate changes | -88 | |
| Non-deductible expenses | 66 | 105 |
| Taxes in the income statement | 1,370 | 151 |
19. EARNINGS PER SHARE
| 2014 | 2013 | |
|---|---|---|
| Net result for the period, EUR 1,000 | 4,114 | -955 |
| Weighted average number of shares, 1,000 | 8,090 | 8,090 |
| Basic and dilluted earnings per share, EUR | 0.51 | -0.12 |
20. FINANCIAL RISK MANAGEMENT
During the normal course of its business operations, the Marimekko Group is exposed to financial risks. The principal financial risks are liquidity risk, credit risk, foreign currency risk and interest rate risk.
The company's Board of Directors has confirmed the principles, responsibilities and organisation of risk management for the Group. The Board of Directors also monitors the success of risk management. According to its risk management principles, Marimekko classifies its risks as strategic, operational, economic and accident risks. Economic risks include financial risks. Responsibility for the implementation of risk management measures concerning financial risks lies with the Group's CFO. The main objective of financial risk management is to ensure reasonable-priced financing in all circumstances, and therefore minimise the unfavourable effects, if any, on the Group's financial performance. Marimekko has not used derivative instruments when hedging against risks.
Liquidity risk
The Group continuously seeks to assess and monitor the amount of funding required by the business operations to ensure that sufficient liquid funds are available for the daily business and repayment of maturing debts. The assessment is based on monthly cash flow and liquidity forecasts. The Group aims to maintain a high liquidity level at all times in order to eliminate liquidity risk. In order to minimise the Group's liquidity risk, the Group's financing needs for the near term and next few years' can be covered by liquid funds as well as long-term committed credit facilities or credit facilities valid until further notice. At the end of the financial period, the Group had access to credit facilities totalling EUR 26 million out of which EUR 13 million were committed credit facilities and EUR 13 million facilities valid until further notice. The committed credit facilities are due as follows: EUR 7 million in 2015 and EUR 6 million in 2016. At the end of the financial period, facilities valid until further notice amounting to EUR 3.7 million were drawn. No committed credit facilities were drawn at the end of the financial period.
The Marimekko Group's borrowing is unsecured. However, the committed credit facilities include two financial covenants: the ratio of net debt excluding finance lease debt to EBITDA as well as the Group's equity ratio. The conditions in the loan agreements have been met during the financial year.
Maturity analysis for the Group's financial liabilities; the figures are not discounted, and they include both interest payments and capital repayments:
31 Dec. 2014
| (EUR 1,000) | Less than 1 year | 1–2 years | 2–5 years | Over 5 years |
|---|---|---|---|---|
| Financial liabilities | 46 | 3,719 | ||
| Finance lease obligations | 360 | 296 | 625 | 4,139 |
| Trade and other payables | 10,053 | |||
| Total | 10,459 | 4,015 | 625 | 4,139 |
31 Dec. 2013
| (EUR 1,000) | Less than 1 year | 1–2 years | 2–5 years | Over 5 years |
|---|---|---|---|---|
| Financial liabilities | 88 | 8,278 | ||
| Finance lease obligations | 188 | 188 | 564 | 4,327 |
| Trade and other payables | 9,989 | |||
| Total | 10,265 | 8,466 | 564 | 4,327 |
Credit risk
The trade receivables generated in the Group's wholesale operations are associated with a credit risk, which is reduced by the Group's broad and geographically diverse clientele. Marimekko continuously monitors the credit limits, credit history and financial situation of its customers. The Group has a centralised process in place for this purpose. Responsibility for the credit monitoring process lies with the Group's CFO. The credit risk related to the wholesale business is also reduced by means of advance payments, bank guarantees and letters of credit. During the 2014 financial year, credit loss recognised through profit or loss amounted to EUR 24 thousand (13).
Retail customers pay for their purchases using cash or the most common credit cards.
Note 2.2. (Trade and other receivables) to the consolidated financial statements includes an analysis of trade receivables by age.
Foreign currency risk
The Group's currency risk consists of sales and purchases made in foreign currency as well as balance sheet items and also foreign-currencydenominated net investments in units abroad.
Transaction risk
The Marimekko Group's transaction risk derives from currency flows connected with wholesale and retail sales as well as purchases and operating expenses of the Group's business units as well as from from loans and receivables denominated in foreign currency. The Group's principal sales currency is the euro. The other significant sales and invoicing currencies are the US dollar, Swedish krona, Danish krone, Norwegian krone, Australian dollar and Canadian dollar. The principal currencies used for purchases are the euro and, to a lesser extent, the US dollar. In 2014 foreign-currency-denominated sales accounted for approximately 14 percent (16) of the Group's total sales and foreign-currency-denominated purchases with a transaction risk made up 7 percent (8) of the Group's purchases.
Marimekko protects itself against the transaction risk of sales by taking into account the expected exchange rate at the time of sales when carrying out wholesale and retail pricing of products. Foreign subsidiaries are financed primarily in local currency, whereby the foreign subsidiary does not incur significant transaction risk.
The Group's transaction exposure
The foreign-currency-denominated assets and liabilities (cash and cash equivalents, trade receivables and trade payables) converted to euro amounts using the exchange rates quoted on the closing date are as follows:
| (EUR 1,000) | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| USD | SEK | AUD | USD | SEK | AUD | ||
| Current assets | 6,365 | 2,766 | 1,818 | 7,309 | 3,097 | 1,311 | |
| Current liabilities | -281 | - | -17 | -172 | -2 | -15 | |
| Foreign currency exposure in the balance sheet | 6,084 | 2,766 | 1,801 | 7,137 | 3,095 | 1,296 |
Sensitivity analysis, effect on result after taxes
The strengthening or weakening of the euro against the US dollar, the Swedish krona or the Australian dollar would, given that all other factors remain unchanged, impact the Group's result after taxes as follows. The impact portrays the Group's transaction risk.
| 2014 | 2013 | ||||||
|---|---|---|---|---|---|---|---|
| USD | SEK | AUD | USD | SEK | AUD | ||
| Change in exchange rate, % | 10 | 10 | 10 | 10 | 10 | 10 | |
| 1) Effects on result after taxes, EUR 1,000 |
-26 | -85 | -162 | 255 | -91 | -138 |
1) Strengthening (+) / weakening (-) of the euro
Translation risk
The Marimekko Group incurs translation risk when the financial statements of foreign subsidiaries are translated into euro amounts in the consolidated financial statements. For foreign-currency-denominated net investments, the effects of changes in foreign exchange rates appear as the translation difference in the Group's equity. For the time being, Marimekko has not hedged translation risk for equity, as the subsidiary sales and net investments are small from the Group's perspective.
Interest rate risk
The Group's interest rate risk primarily results from changes in the interest on cash and cash equivalents and on current and non-current interestbearing liabilities due to changes in market rates. The changes in the interest rates of these assets and liabilities has an impact on the Group's profit.
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Cash and cash equivalents | 4,079 | 3,001 |
| Interest-bearing liabilities | 3,696 | 8,234 |
| Finance lease obligations | 3,437 | 3,324 |
The Group's interest-bearing liabilities at the end of the financial year consisted of drawn credit facilities and finance lease obligations. The Group has access to variable-interest-rate long-term commited credit facilities or credit facilities valid until further notice totalling EUR 26 million. At the end of the financial period, facilities valid until further notice amounting to EUR 3.7 million were drawn. A rise of one percentage point in market interest rates would have an imputed effect on Marimekko's profit after taxes of EUR -0.0 million (-0.1). Correspondingly, a decline of one percentage point in market interest rates would have an imputed effect on Marimekko's profit after taxes of EUR +0.0 million (+0.1).
21. CAPITAL MANAGEMENT
The purpose of capital management is to maintain a capital structure that optimally supports the Group's strategic objectives. Efficient capital management measures ensure normal operating conditions for the business and increase the shareholder value in the long term. The principal factors affecting the capital structure are profitability, dividend distribution and investments. The capital managed equals the shareholders' equity shown on the consolidated balance sheet. No external capital requirements are applied to the Group.
The Group continuously monitors the development of its capital structure by means of the equity ratio and gearing. The Group's strategic objective is to maintain the equity ratio at the minimum of 60 percent. At the end of 2014, the Group's net liabilities amounted to EUR 3,054 thousand (8,557) and gearing was 10.5 percent (31.7).
Gearing
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Interest-bearing liabilities | 3,696 | 8,234 |
| Finance lease obligations | 3,437 | 3,324 |
| Deducting cash and cash equivalents | -4,079 | -3,001 |
| Net liabilities | 3,054 | 8,557 |
| Shareholders' equity, total | 29,045 | 26,989 |
| Equity, total | 32,099 | 35,546 |
| Gearing, % | 10.5 | 31.7 |
22. EVENTS AFTER THE CLOSING DATE
The management of the company is not aware of any significant events after the closing date.
Parent company financial statements, FAS
PARENT COMPANY BALANCE SHEET
| (EUR 1,000) | 31 Dec. 2014 | 31 Dec. 2013 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| FIXED ASSETS | 1. | ||||
| Intangible assets | 1.1 | 2,707 | 3,055 | ||
| Tangible assets | 1.2 | 3,575 | 4,287 | ||
| Investments | 1.3 | ||||
| Participations in Group companies | 4,274 | 4,017 | |||
| Other shares and participations | 16 | 4,290 | 16 | 4,033 | |
| FIXED ASSETS, TOTAL | 10,571 | 11,375 | |||
| CURRENT ASSETS | |||||
| Inventories | 2. | 15,843 | 16,194 | ||
| Current receivables | 3. | 11,453 | 11,534 | ||
| Cash in hand and at banks | 1,861 | 1,092 | |||
| CURRENT ASSETS, TOTAL | 29,158 | 28,821 | |||
| ASSETS, TOTAL | 39,729 | 40,196 |
PARENT COMPANY BALANCE SHEET
| (EUR 1,000) | 31 Dec. 2014 | 31 Dec. 2013 | |
|---|---|---|---|
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' EQUITY | 4. | ||
| Share capital | 8,040 | 8,040 | |
| Reserve for invested non-restricted equity | 502 | 502 | |
| Retained earnings | 10,566 | 17,527 | |
| Net result for the period | 5,096 | -4,939 | |
| SHAREHOLDERS' EQUITY, TOTAL | 24,204 | 21,130 | |
| ACCUMULATED APPROPRIATIONS | 5. | 1,911 | 2,235 |
| PROVISIONS | 6. | ||
| Other mandatory provisions | 190 | 101 | |
| LIABILITIES | 7. | ||
| Non-current liabilities | 7.1 | 3,696 | 8,234 |
| Current liabilities | 7.2 | 9,729 | 8,496 |
| LIABILITIES, TOTAL | 13,424 | 16,730 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES, TOTAL | 39,729 | 40,196 |
PARENT COMPANY INCOME STATEMENT
| (EUR 1,000) | 1 Jan.–31 Dec. 2014 | 1 Jan.–31 Dec. 2013 | |
|---|---|---|---|
| NET SALES | 9. | 85,915 | 88,536 |
| Increase (+) or decrease (-) in inventories of completed and unfinished products | -692 | 527 | |
| Other operating income | 10. | 214 | 215 |
| Materials and services | 11. | -31,786 | -32,819 |
| Personnel expenses | 12. | -18,513 | -20,521 |
| Depreciation and impairments | 13. | -2,345 | -2,619 |
| Other operating expenses | 14. | -26,842 | -31,992 |
| OPERATING PROFIT | 5,953 | 1,326 | |
| Financial income and expenses | 15. | 124 | -6,074 |
| RESULT BEFORE APPROPRIATIONS AND TAXES | 6,077 | -4,748 | |
| Appropriations | 16. | 325 | 67 |
| Income taxes | 17. | -1,305 | -259 |
| NET RESULT FOR THE PERIOD | 5,096 | -4,939 |
PARENT COMPANY CASH FLOW STATEMENT
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| CASH FLOW FROM OPERATIONS | ||
| Net result for the period | 5,096 | -4,939 |
| Adjustments | ||
| Depreciation according to plan | 2,345 | 2,619 |
| Change in depreciation difference | -325 | -67 |
| Other non-cash transactions | 89 | 101 |
| Financial income and expenses | -124 | 6,074 |
| Taxes | 1,305 | 259 |
| Cash flow before change in working capital | 8,386 | 4,046 |
| Change in working capital | ||
| Increase (-) / decrease (+) in current non-interest-bearing trade receivables | -431 | 2,433 |
| Increase (-) / decrease (+) in inventories | 351 | -114 |
| Increase (+) / decrease (-) in current non-interest-bearing liabilities | 328 | -1,775 |
| Cash flow from operatings before financial items and taxes | 8,635 | 4,590 |
| Paid interest and payments on other operational financial expenses | -230 | -227 |
| Interest received | 41 | 56 |
| Taxes paid | 156 | 422 |
| CASH FLOW FROM OPERATIONS | 8,602 | 4,841 |
| CASH FLOW FROM INVESTMENTS | ||
| Investments in tangible and intangible assets | -1,273 | -1,561 |
| CASH FLOW FROM INVESTMENTS | -1,273 | -1,561 |
| CASH FLOW FROM FINANCING | ||
| Long-term loans repaid | -4,538 | -1,083 |
| Dividends paid | -2,022 | -2,022 |
| CASH FLOW FROM FINANCING | -6,560 | -3,105 |
| Change in cash and cash equivalents | 769 | 175 |
| Cash and cash equivalents at the beginning of the financial year | 1,092 | 917 |
| Cash and cash equivalents at the end of the financial year | 1,861 | 1,092 |
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
ACCOUNTING POLICY
Marimekko Corporation's financial statements have been prepared in accordance with the legislation and regulations that are in force in Finland. The financial year of the company is the calendar year.
Measurement of fixed assets
Fixed assets are recorded in the balance sheet at the original acquisition cost less depreciation according to plan. Depreciation according to plan has been calculated using straight-line depreciation on the estimated useful life of the fixed assets.
Periods of depreciation:
• intangible rights 5–10 years
- other capitalised expenditure 3–10 years
- machinery and equipment 5–15 years.
Inventories
Inventories are presented at the acquisition cost or at the lower probable net realisation value. The value of inventories does not include any share of fixed purchasing and manufacturing costs.
Pension commitments
The pension security of the company's personnel has been arranged under the statutory employee pension plan (TyEL) through a pension insurance company.
Items denominated in foreign currency
The foreign-currency-denominated receivables and liabilities of the company have been converted to euro amounts using the exchange rate quoted by the European Central Bank on the closing date.
Leasing
Leasing payments are treated as rental expenditures.
Appropriations
On the basis of local legislation and accounting practices, companies in Finland and Sweden can, in their separate financial statements, record in appropriations the depreciation difference and the change in voluntary reserves, which are items that mainly have an effect on taxation.
Taxes
Recorded as direct taxes are the direct taxes calculated from the taxable result of the company.
NOTES TO THE BALANCE SHEET
1. FIXED ASSETS
1.1 Intangible assets
2014
| (EUR 1,000) | Intangible rights |
Other capitalised expenditure |
Advance payments and acquisitions in progress |
Total |
|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2014 | 1,360 | 8,608 | 58 | 10,026 |
| Increases | 157 | 438 | 401 | 996 |
| Acquisition cost, 31 Dec. 2014 | 1,517 | 9,045 | 459 | 11,021 |
| Accumulated depreciation, 1 Jan. 2014 | 826 | 6,145 | 6,971 | |
| Depreciation during the financial year | 185 | 1,158 | 1,343 | |
| Accumulated depreciation, 31 Dec. 2014 | 1,010 | 7,304 | 8,314 | |
| Book value, 31 Dec. 2014 | 507 | 1,742 | 459 | 2,707 |
2013
| (EUR 1,000) | Intangible rights |
Other capitalised expenditure |
Advance payments and acquisitions in progress |
Total |
|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2013 | 1,147 | 7,676 | 165 | 8,988 |
| Increases | 213 | 932 | 67 | 1,212 |
| Decreases | -174 | -174 | ||
| Acquisition cost, 31 Dec. 2013 | 1,360 | 8,608 | 58 | 10,026 |
| Accumulated depreciation, 1 Jan. 2013 | 656 | 4,963 | 5,619 | |
| Depreciation during the financial year | 170 | 1,182 | 1,352 | |
| Accumulated depreciation, 31 Dec. 2013 | 826 | 6,145 | 6,971 | |
| Book value, 31 Dec. 2013 | 535 | 2,463 | 58 | 3,055 |
1.2 Tangible assets
2014
| (EUR 1,000) | Land and water areas |
Buildings and structures |
Machinery and equipment |
Other tangible assets |
Advance payments and acquisitions in progress |
Total |
|---|---|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2014 | 38 | 417 | 12,464 | 25 | 72 | 13,016 |
| Increases | 200 | 3 | 489 | 692 | ||
| Decreases | -405 | -405 | ||||
| Acquisition cost, 31 Dec. 2014 | 38 | 417 | 12,664 | 28 | 156 | 13,303 |
| Accumulated depreciation, 1 Jan. 2014 | 257 | 8,472 | 8,729 | |||
| Depreciation during the financial year | 1,000 | 1,000 | ||||
| Accumulated depreciation, 31 Dec. 2014 | 257 | 9,472 | 9,729 | |||
| Book value, 31 Dec. 2014 | 38 | 160 | 3,192 | 28 | 156 | 3,575 |
2013
| (EUR 1,000) | Land and water areas |
Buildings and structures |
Machinery and equipment |
Other tangible assets |
Advance payments and acquisitions in progress |
Total |
|---|---|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2013 | 38 | 417 | 11,951 | 25 | 22 | 12,453 |
| Increases | 513 | 639 | 1,152 | |||
| Decreases | -590 | -590 | ||||
| Acquisition cost, 31 Dec. 2013 | 38 | 417 | 12,464 | 25 | 72 | 13,016 |
| Accumulated depreciation, 1 Jan. 2013 | 38 | 7,429 | 7,467 | |||
| Depreciation during the financial year | 38 | 997 | 1,035 | |||
| Impairments | 181 | 46 | 227 | |||
| Accumulated depreciation, 31 Dec. 2013 | 257 | 8,472 | 8,729 | |||
| Book value, 31 Dec. 2013 | 38 | 160 | 3,992 | 25 | 72 | 4,287 |
Impairments on buildings and structures during 2013 are related to the property of the closed factory in Kitee and impairments on machinery and equipment to the closure of the production plants in Kitee and Sulkava.
Book value of production machinery and equipment
| 31 Dec. 2014 | 1,914 | |
|---|---|---|
| 31 Dec. 2013 | 2,377 |
1.3 Investments
2014
| Shares in Group | Other shares and | ||
|---|---|---|---|
| (EUR 1,000) | companies | participations | Total |
| Acquisition cost, 1 Jan. 2014 | 4,307 | 16 | 4,323 |
| Increases | 1,450 | 1,450 | |
| Impairments | -1,194 | -1,194 | |
| Acquisition cost, 31 Dec. 2014 | 4,564 | 16 | 4,580 |
| Accumulated depreciation, 31 Dec. 2014 | 290 | 290 | |
| Book value, 31 Dec. 2014 | 4,274 | 16 | 4,290 |
The 2014 impairments on shares in Group companies are related to Marimekko Corporation's investments in the Group's US subsidiary.
2013
| Shares in Group | Other shares and | |
|---|---|---|
| companies | participations | Total |
| 4,781 | 16 | 4,797 |
| 380 | 380 | |
| -853 | -853 | |
| 4,307 | 16 | 4,323 |
| 290 | 290 | |
| 4,017 | 16 | 4,033 |
The 2013 impairments on shares in Group companies are related to Marimekko Corporation's investments in the Group's US and Swedish subsidiaries.
Group companies
| Company and domicile | Group's holding, % | Share of voting rights, % |
|---|---|---|
| Keskinäinen Kiinteistö Oy Marikko, Helsinki, Finland | 100 | 100 |
| Marimekko Services Oy, Helsinki, Finland | 100 | 100 |
| Marimekko AB, Stockholm, Sweden *) | 100 | 100 |
| Marimekko Australia PTY Ltd, Victoria, Australia | 100 | 100 |
| Marimekko GmbH, Frankfurt am Main, Germany | 100 | 100 |
| Marimekko North America LLC, Delaware, United States | 100 | 100 |
| Marimekko North America Retail LLC, Delaware, United States | 100 | 100 |
| Marimekko North America Holding Co, Delaware, United States | 100 | 100 |
| Marimekko UK Ltd, London, United Kingdom | 100 | 100 |
*) Marimekko AB has branches in Norway and Denmark.
2. INVENTORIES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Raw materials and consumables | 5,362 | 4,917 |
| Incomplete products | 51 | 65 |
| Finished products/goods | 9,833 | 10,593 |
| Advance payments | 597 | 619 |
| Total | 15,843 | 16,194 |
3. CURRENT RECEIVABLES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Trade receivables | 4,571 | 4,462 |
| Receivables from Group companies | ||
| Trade receivables | 490 | 838 |
| Loan receivables | 3,213 | 2,803 |
| Prepaid expenses and accrued income | 2,009 | 1,833 |
| Total | 5,712 | 5,473 |
| Other receivables | 35 | 16 |
| Prepaid expenses and accrued income | 1,135 | 1,583 |
| Total | 11,453 | 11,534 |
| Prepaid expenses and accrued income | ||
| Royalty receivables | 271 | 360 |
| Statutory employee pension plan accrual | 343 | |
| Tax assets | 682 | |
| Other prepaid expenses and accrued income | 521 | 541 |
| Total | 1,135 | 1,583 |
In 2014, Marimekko Corporation reversed impairment bookings made in 2013 amounting to EUR 1,204 thousand. The impairment reversal was made on trade receivables, loan receivables and prepaid expenses and accrued income from the US and Swedish subsidiaries.
In 2013, Marimekko Corporation booked an impairment of EUR 4,571 thousand on trade receivables, loan receivables and prepaid expenses and accrued income from its US, Swedish and UK subsidiaries.
4. SHAREHOLDERS' EQUITY
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Share capital, 1 Jan. | 8,040 | 8,040 |
| Share capital, 31 Dec. | 8,040 | 8,040 |
| Reserve for invested non-restricted equity, 1 Jan. | 502 | 502 |
| Reserve for invested non-restricted equity, 31 Dec. | 502 | 502 |
| Retained earnings, 1 Jan. | 12,588 | 19,549 |
| Dividends paid | -2,022 | -2,022 |
| Retained earnings, 31 Dec. | 10,566 | 17,527 |
| Net result for the period | 5,096 | -4,939 |
| Shareholders' equity, total | 24,204 | 21,130 |
Calculation of distributable funds, 31 Dec.
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Retained earnings | 10,566 | 17,527 |
| Net result for the period | 5,096 | -4,939 |
| Reserve for invested non-restricted equity | 502 | 502 |
| Total | 16,164 | 13,090 |
5. ACCUMULATED APPROPRIATIONS
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Accumulated depreciation difference | ||
| Intangible rights | 87 | 85 |
| Other capitalised expenditure | 581 | 567 |
| Machinery and equipment | 1,157 | 1,484 |
| Buildings and structures | 86 | 99 |
| Total | 1,911 | 2,235 |
6. PROVISIONS
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Provision for restructuring cost | ||
| Book value, 1 Jan. | 101 | |
| Increases | 89 | 101 |
| Book value, 31 Dec. | 190 | 101 |
7. LIABILITIES
7.1 Interest-bearing and non-interest bearing liabilities
| 3,696 | 8,233 |
|---|---|
| 8,233 | |
| 8,496 | |
| 8,496 | |
| 3,696 9,729 9,729 |
7.2 Current liabilities
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Advances received | 20 | 20 |
| Trade payables | 3,545 | 3,709 |
| Debts to Group companies | ||
| Trade payables | 90 | 169 |
| Accrued liabilities and deferred income | 569 | |
| Other current liabilities | 1,846 | 1,446 |
| Accrued liabilities and deferred income | 3,658 | 3,152 |
| Total | 9,729 | 8,496 |
| Accrued liabilities and deferred income | ||
| Wages and salaries with social security contributions | 2,817 | 2,980 |
| Accrued income tax liabilities | 778 | |
| Other accrued liabilities and deferred income | 63 | 172 |
| Total | 3,658 | 3,152 |
8. GUARANTEES, CONTINGENT LIABILITIES AND OTHER COMMITMENTS
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| For the liabilities of the Group company | ||
| Guarantees | 10,333 | 9,461 |
| Other own liabilities and commitments | ||
| Leasing liabilities | ||
| Payments due in the following financial year | 309 | 207 |
| Payments due later | 363 | 204 |
| Total | 672 | 411 |
| Liabilities relating to lease agreements | ||
| Payments due in the following financial year | 4,596 | 4,331 |
| Payments due later | 7,585 | 9,765 |
| Total | 12,181 | 14,096 |
The parent company has no liabilities from derivative contracts.
NOTES TO THE INCOME STATEMENT
9. NET SALES BY MARKET AREA
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Finland | 52,034 | 52,159 |
| Other countries | 33,881 | 36,377 |
| Total | 85,915 | 88,536 |
10. OTHER OPERATING INCOME
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Rent income | 203 | 184 |
| Other income | 11 | 31 |
| Total | 214 | 215 |
11. MATERIALS AND SERVICES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Materials and supplies | ||
| Purchases during the financial year | 20,606 | 20,937 |
| Increase (-) / decrease (+) in inventories | -446 | 586 |
| Total | 20,160 | 21,523 |
| External services | 11,626 | 11,296 |
| Total | 31,786 | 32,819 |
12. PERSONNEL EXPENSES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Salaries, wages and bonuses | 14,934 | 16,831 |
| Pension and pension insurance payments | 2,709 | 2,746 |
| Other indirect social expenditure | 870 | 945 |
| Total | 18,513 | 20,521 |
| Salaries and bonuses for management | ||
| Members of the Board of Directors and the President and CEO | 504 | 519 |
| Itemised in the note 8 to the consolidated financial statements. | ||
| Average number of employees | ||
| Salaried employees | 317 | 335 |
| Non-salaried employees | 40 | 82 |
| Total | 357 | 417 |
13. DEPRECIATION AND IMPAIRMENTS
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Intangible assets | ||
| Intangible rights | 190 | 170 |
| Other capitalised expenditure | 1,160 | 1,182 |
| Total | 1,350 | 1,352 |
| Tangible assets | ||
| Buildings and structures | 219 | |
| Machinery and equipment | 995 | 1,048 |
| Total | 995 | 1,267 |
| Total | 2,345 | 2,619 |
14. OTHER OPERATING EXPENSES
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Leases | 6,035 | 5,759 |
| Marketing | 9,995 | 12,908 |
| Other expenses | 10,812 | 13,325 |
| Total | 26,842 | 31,992 |
15. FINANCIAL INCOME AND EXPENSES *)
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Other interest and financial income | ||
| From Group companies | 105 | 114 |
| From others | 246 | 57 |
| Total | 351 | 171 |
| Interest and other financial expenses | ||
| Impairment of non-current assets | 1,194 | 853 |
| Impairment of Group receivables | -1,204 | 4,571 |
| To others | 236 | 821 |
| Total | 226 | 6,245 |
| Financial income and expenses, total | 124 | -6,074 |
| Financial income and expenses include exchange rate differences (net) | ||
| From others | 204 | -584 |
| Total | 204 | -584 |
*) The grouping of financial income and expenses in 2013 has been changed to correspond to the grouping of financial income and expenses in 2014.
16. APPROPRIATIONS
| (EUR 1,000) | 2014 | 2013 |
|---|---|---|
| Change in depreciation difference | 325 | 67 |
| 17. INCOME TAXES | ||
| (EUR 1,000) | 2014 | 2013 |
| Income taxes on operations | 1,305 | 259 |
| 18. AUDITOR'S FEE | ||
| (EUR 1,000) | 2014 | 2013 |
| PricewaterhouseCoopers Oy, Authorised Public Accountants | ||
| Audit | 73 | 76 |
| Other services | 36 | 5 |
| Total | 109 | 81 |
Key figures of the Group
Per-share key figures
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Earnings per share (EPS), EUR | 0.51 | -0.12 | 0.14 |
| Equity per share, EUR | 3.59 | 3.34 | 3.71 |
| Dividend per share, EUR | *) 0.35 | 0.25 | 0.25 |
| Dividend per profit, % | *) 68.6 | neg. | 178.6 |
| Effective dividend yield, % | 3.9 | 2.5 | 1.8 |
| P/E ratio | 17.5 | neg. | 104.0 |
| Share issue adjusted average | |||
| number of shares | 8,089,610 | 8,089,610 | 8,046,252 |
| Share issue adjusted number of shares | |||
| at the end of the period | 8,089,610 | 8,089,610 | 8,090,610 |
*) The Board of Directors' proposal to the Annual General Meeting.
Key financial figures
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Net sales, EUR 1,000 | 94,150 | 94,007 | 88,471 |
| Change in net sales, % | 0.0 | 6.3 | 14.2 |
| Operating profit, EUR 1,000 | 5,592 | 82 | 2,019 |
| Operating profit margin, % | 5.9 | 0.1 | 2.3 |
| Financial income, EUR 1,000 | 252 | 67 | 48 |
| Financial expenses, EUR 1,000 | -360 | -953 | -654 |
| Result before taxes, EUR 1,000 | 5,485 | -804 | 1,413 |
| % of net sales | 5.8 | -0.9 | 1.6 |
| Taxes, EUR 1,000 | 1,370 | -151 | -313 |
| Result after taxes, EUR 1,000 | 4,114 | -955 | 1,100 |
| Balance sheet total, EUR 1,000 | 47,203 | 48,648 | 54,961 |
| Net working capital, EUR 1,000 | 14,013 | 15,421 | 15,103 |
| Interest-bearing liabilities, EUR 1,000 | 7,133 | 11,557 | 12,710 |
| Shareholders' equity and reserves, EUR 1,000 | 29,045 | 26,989 | 29,996 |
| Return on equity (ROE), % | 14.7 | -3.4 | 3.5 |
| Return on investment (ROI), % | 15.6 | -1.1 | 4.1 |
| Equity ratio, % | 61.6 | 55.5 | 54.6 |
| Gearing, % | 10.5 | 31.7 | 32.0 |
| Gross investments, EUR 1,000 | *) 2,063 | 2,353 | **) 7,582 |
| % of net sales | 2.2 | 2.5 | 8.6 |
| Employee salaries, wages and bonuses, EUR 1,000 | 19,475 | 21,487 | 19,646 |
| Average personnel | 473 | 526 | 497 |
| Personnel at the end of the financial year | 479 | 502 | 535 |
*) Does not include machinery leased under finance lease agreements in 2014, which are included in tangible assets in the consolidated balance sheet.
**) Does not include the land of the property of the Helsinki head office and printing factory, which was leased in 2012 under a finance lease agreement and is recorded in tangible assets in the balance sheet.
Earnings per share (EUR)
P/E ratio
Return on investment (ROI, %)
Equity per share (EUR)
Formulas for the key figures
| RETURN ON EQUITY (ROE), % | Profit before taxes – income taxes |
|---|---|
| x 100 Shareholders' equity (average for the financial year) |
|
| RETURN ON INVESTMENT (ROI), % | Profit before taxes + interest and other financial expenses |
| x 100 Balance sheet total – non-interest-bearing liabilities (average for the financial year) |
|
| EQUITY RATIO, % | Shareholders' equity |
| x 100 Balance sheet total – advances received |
|
| EARNINGS PER SHARE (EPS), EUR | Profit before taxes – income taxes |
| Share issue adjusted average number of shares | |
| EQUITY PER SHARE, EUR | Shareholders' equity |
| Number of shares, 31 Dec. | |
| DIVIDEND PER SHARE, EUR | Dividend paid for the financial year |
| Number of shares, 31 Dec. | |
| DIVIDEND PER PROFIT, % | Dividend per share |
| x 100 Earnings per share (EPS), share issue adjusted |
|
| EFFECTIVE DIVIDEND YIELD, % | Dividend per share |
| x 100 Adjusted share price, 31 Dec. |
|
| P/E RATIO | Adjusted share price, 31 Dec. |
| Earnings per share (EPS), share issue adjusted | |
| NET WORKING CAPITAL, EUR | Inventories + trade and other receivables + current tax assets |
| – trade and other payables | |
| INTEREST-BEARING NET DEBT, EUR | Interest-bearing liabilities – cash in hand and at banks – interest-bearing loan receivables |
| GEARING, % | Interest-bearing net debt |
| x 100 Shareholders' equity |
Dividend per share (EUR)
*) The Board of Directors' proposal to the Annual General Meeting.
Share and shareholders
Share
Marimekko Corporation's share is quoted in the Consumer Goods sector of NASDAQ OMX Helsinki Ltd. Marimekko Corporation was listed on the I List of the Helsinki Stock Exchange in March 1999 and on the main list on 27 December 2002. The company has one series of shares, each conferring the same voting rights to their holders. The company's shares have been included in the book-entry register since 17 February 1999.
Share capital and number of sharess
At the end of 2014, Marimekko Corporation's fully paid-up share capital, as recorded in the Trade Register, amounted to EUR 8,040,000, and the number of shares was 8,089,610.
Authorisations
At the end of 2014, the Board of Directors had no valid authorisations to carry out share issues or issue convertible bonds or bonds with warrants, or to acquire or surrender Marimekko shares.
Shareholder agreements
Marimekko has neither made nor is aware of any shareholder agreements concerning the company's shares or other commitments agreeing on the company's ownership or the use of voting rights.
Dividends policy
Marimekko aims to pay a regular dividend every year. The dividends to be paid and their amount and the payout date depend on the company's financial result, financial situation, equity ratio, need for working capital and other factors. Marimekko intends to follow a stable and active dividends policy that by and large reflects the company's earnings trend. Marimekko's goal is to distribute as dividends at least half of earnings per share annually.
Dividends for 2013
A dividend of EUR 0.25 per share to a total of EUR 2,022,403 was paid for 2013 in accordance with the decision of the Annual General Meeting held on 23 April 2014. The dividend was paid out on 7 May 2014.
Proposal for the dividend for 2014
The Board of Directors will propose to the Annual General Meeting that the dividend to be paid for the 2014 financial year be EUR 0.35 per share to a total of EUR 2,831,364. The Board will propose 13 April 2015 as the dividend record date and 20 April 2015 as the dividend payout date.
Shareholders
According to the book-entry register, Marimekko Corporation had 7,112 registered shareholders at the end of 2014. Of the shares, 21.5 percent were owned by nominee-registered or non-Finnish holders at the year end.
Flaggings
Marimekko did not receive any flagging notifications during 2014.
Management's shareholding
At the end of 2014, members of the Board of Directors and the President and CEO of the company either directly or indirectly owned 1,328,598 shares, i.e. 16.4 percent of the number and voting rights of the company's shares.
Largest shareholders according to the book-entry register, 31 December 2014
| Number of shares and votes |
Percentage of holding and votes |
||
|---|---|---|---|
| 1. | Muotitila Ltd | 1,297,700 | 16.04 |
| 2. | Semerca Investments SA | 850,377 | 10.51 |
| 3. | Varma Mutual Pension Insurance Company | 385,920 | 4.77 |
| 4. | ODIN Finland | 344,251 | 4.26 |
| 5. | Veritas Pension Insurance Company | 220,000 | 2.72 |
| 6. | Ilmarinen Mutual Pension Insurance Company | 215,419 | 2.66 |
| 7. | Keva | 197,754 | 2.44 |
| 8. | OP-Finland Small Firm Fund | 151,197 | 1.87 |
| 9. | Mutual Fund Tapiola Finland | 136,395 | 1.69 |
| 10. Drumbo Oy | 85,000 | 1.05 | |
| Total | 3,884,013 | 48.01 | |
| Nominee-registered and non-Finnish holders | 1,735,850 | 21.46 | |
| Others | 2,469,747 | 30.53 | |
| Total | 8,089,610 | 100.00 |
Marimekko shares owned directly or indirectly by members of the Board of Directors and the President and CEO, 31 December 2014
| Number of shares and votes |
Percentage of holding and votes |
|
|---|---|---|
| Pekka Lundmark | 7,464 | 0.09 |
| Mika Ihamuotila | 1,297,700 | 16.04 |
| Elina Björklund | 6,642 | 0.08 |
| Arthur Engel | 8,000 | 0.10 |
| Joakim Karske | 7,955 | 0.10 |
| Catharina Stackelberg-Hammarén | 837 | 0.00 |
| Yhteensä | 1,328,598 | 16.41 |
Ownership by size of holding, 31 December 2014
| Number of shares |
Number of shareholders |
Percentage of holding and votes |
Number of shares and votes |
Percentage of holding and votes |
|---|---|---|---|---|
| 1–100 | 3,489 | 49.06 | 200,681 | 2.48 |
| 101–1,000 | 3,075 | 43.24 | 1,137,815 | 14.07 |
| 1,001–10,000 | 496 | 6.97 | 1,308,939 | 16.18 |
| 10,001–100,000 | 41 | 0.58 | 1,212,579 | 14.99 |
| 100,001–500,000 | 9 | 0.13 | 2,081,519 | 25.73 |
| 500,001– | 2 | 0.03 | 2,148,077 | 26.55 |
| Total | 7,112 | 100.00 | 8,089,610 | 100.00 |
Breakdown of ownership by sector, 31 December 2014
| Owner | Number of shares and votes |
Percentage of holding and votes |
|---|---|---|
| Households | 2,909,233 | 35.96 |
| Financial and insurance corporations | 426,266 | 5.27 |
| Non-financial corporations and housing corporations | 1,835,711 | 22.69 |
| Non-profit institutions | 163,457 | 2.02 |
| General government | 1,019,093 | 12.60 |
| Nominee-registered and non-Finnish holders | 1,735,850 | 21.46 |
| Total | 8,089,610 | 100.00 |
Breakdown of ownership by sector, 31 December 2014
Share price trend
Share price trend
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Low, EUR | 8.54 | 9.82 | 9.92 |
| High, EUR | 10.50 | 14.54 | 17.15 |
| Average, EUR | 9.74 | 11.17 | 14.48 |
| Closing price (31 Dec.), EUR | 8.90 | 9.85 | 14.30 |
Share turnover and market capitalisation
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Share turnover, no. of shares | 716,614 | 760,976 | 1,788,378 |
| Share turnover, % of the shares outstanding | 8.9 | 9.4 | 22.1 |
| Market capitalisation, EUR | 71,997,529 | 79,682,659 | 115,681,423 |
Share data
| Exchange: | NASDAQ OMX Helsinki Ltd |
|---|---|
| Trading code: | MMO1V |
| ISIN code: | FI0009007660 |
| List: | Nordic List |
| Sector: | Consumer Goods |
| Listing date: | I list, 12 March 1999 |
| Main list, 27 December 2002 |
Signatures to the financial statements and the report of the Board of Directors
HELSINKI, 9 FEBRUARY 2015
Pekka Lundmark Mika Ihamuotila Elina Björklund
Chairman of the Board Vice Chairman of the Board Member of the Board President and CEO
Member of the Board Member of the Board Member of the Board
Arthur Engel Joakim Karske Catharina Stackelberg-Hammarén
Auditor's Report
To the Annual General Meeting of Marimekko Corporation
We have audited the accounting records, the financial statements, the report of the Board of Directors and the administration of Marimekko Corporation for the year ended 31 December 2014. The financial statements comprise the consolidated statement of financial position, income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company's balance sheet, income statement, cash flow statement and notes to the financial statements.
Responsibility of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company's accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company or the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or whether they have violated the Limited Liability Companies Act or the articles of association of the company.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial
statements and the report of the Board of Directors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion on the Consolidated Financial Statements
In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
Opinion on the Company's Financial Statements and the Report of the Board of Directors
In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.
Helsinki, 16 March 2015
PricewaterhouseCoopers Oy Authorised Public Accountants
Kim Karhu Authorised Public Accountant
Corporate Governance
Applicable provisions
Marimekko Corporation is a Finnish public limited company, which applies the Finnish Companies Act, other regulations concerning public listed companies, Marimekko Corporation's Articles of Association and NASDAQ OMX Helsinki Ltd's rules and regulations in its decision-making and administration. Marimekko Corporation also complies with the Finnish Corporate Governance Code for listed companies, effective as of 1 October 2010, in accordance with the 'comply or explain' principle.
Group Structure
The Marimekko Group comprises Marimekko Corporation and its subsidiaries. The company's registered office is in Helsinki, Finland.
GENERAL MEETING
Shareholders exercise the highest decision-making authority in Marimekko Corporation through the General Meeting. General Meetings are either Annual General Meetings or Extraordinary General Meetings. The Annual General Meeting shall be held every year within six months of the close of the financial year on the day set by the Board of Directors. Extraordinary General Meetings are convened when necessary. According to the Companies Act, an Extraordinary General Meeting must be held when the Board of Directors considers it advisable or when shareholders representing at least one-tenth of the company's shares request in writing that a meeting be held to deliberate on a specified matter. Shareholders have the right to have items included on the agenda of the General Meeting, provided they present their demand in writing to the Board of Directors well in advance, so that the item can be included in the Notice of Meeting.
The Annual General Meeting deliberates on matters set out in Article 10 of the Articles of association as being the business of Annual General Meetings, and other proposals, if any, made to the General Meeting.
The company's Board of Directors prepares an agenda for the meeting. In accordance with the Finnish Corporate Governance Companies Act, the Annual General Meeting takes decisions on matters such as:
- adopting the financial statements
- the distribution of profit
- the number of Board members, their election and remuneration
- the number of auditors, their election and remuneration
- amendments to the Articles of Association.
Convening a General Meeting
Shareholders are invited to the General Meeting through a Notice of the General Meeting published on the company's website not earlier than three months and not later than three weeks before the meeting, but in any case at least nine days prior to the General Meeting's record date. In addition, the Board of Directors may decide to publish the Notice of the General Meeting in one or more newspapers. The Notice of the General Meeting and the Board's proposals to the General Meeting are also published in a stock exchange release.
The following information is also made available on the company's website at least three weeks before the General Meeting:
- the documents to be submitted to the General Meeting
- draft resolutions to the General Meeting.
Right to attend a General Meeting
Shareholders registered in the Shareholder Register, maintained by Euroclear Finland Ltd, on the record date notified separately by the company have the right to attend a General Meeting. Shareholders wishing to attend the General Meeting must
inform the company of their intention to do so by the deadline specified in the Notice of Meeting. Shareholders may attend the meeting themselves or through a representative by proxy, who must present a power of attorney or other reliable proof of their authority to represent the shareholder.
Shareholders can exercise their right to speak and to vote at a General Meeting. Shareholders are entitled to the total number of votes conferred by their shareholding as on the record date. One share confers one vote in all matters addressed at the General Meeting. Decisions are made by a simple or qualified majority of votes as provided by law and the Articles of Association.
Record of proceedings at General Meetings
The company prepares minutes of the General Meeting, which, together with voting results and the appendices of minutes that are part of a decision made by the meeting, are made available to the shareholders on the company's website within two weeks of the General Meeting. The documents related to the General Meeting will be available on the company's website at least for three months after the meeting. The company also announces any decisions taken at the General Meeting in a stock exchange release issued promptly after the meeting.
Presence of administrative bodies at a General Meeting
The company expects all of the members of the Board of Directors and the President to be present at the Annual General Meeting if possible. Candidates up for election to the Board for the first time should be present at the meeting in which the election is held, unless their absence is unavoidable due to particularly compelling reasons. The company's auditor also attends the meeting.
BOARD OF DIRECTORS
Composition and term of office The members of Marimekko Corporation's Board of Directors are elected at the Annual General Meeting. The term of office of the Board of Directors expires at the close of the Annual General Meeting following their election. According to the Articles of Association, the Board of Directors comprises a minimum of four and a maximum of seven ordinary members. The number of Marimekko Corporation's Board members is set in proportion to the company's size. The Articles of Association do not set an upper age limit for Board members, restrict the number of their terms of office or in any other way restrict the General Meeting's authority in the election of Board members. There is no particular order governing the appointment of Board members. The Board of Directors elects a Chairman from amongst its members. The company's President cannot be elected to serve as the Chairman of the Board of Directors.
Members of the Board of Directors Marimekko Corporation's Annual General Meeting held on 23 April 2014 elected six members to the Board of Directors for a term beginning on 23 April 2014 and ending at the close of the 2015 Annual General Meeting. Elina Björklund, Arthur Engel, Mika Ihamuotila, Joakim Karske and Pekka Lundmark were re-elected as members of the Board of Directors. Catharina Stackelberg-Hammarén was elected as a new member of the Board of Directors. The Board is chaired by Pekka Lundmark and vice-chaired by Mika Ihamuotila.
The Board members are presented on page 66 and on the company's website under Investors/Management. Up-to-date information about their shareholdings in the company is also available under Investors/Management.
Independence evaluation
The Corporate Governance Code states that the majority of Board members shall be independent of the company. A person without any significant connection to the company other than Board membership is considered independent of the company. In addition, at least two of the directors representing this majority shall be independent of significant shareholders of the company. The Board evaluates the independence of its members annually. Among the members of Marimekko Corporation's Board of Directors, Elina Björklund, Arthur Engel, Joakim Karske, Pekka Lundmark and Catharina Stackelberg-Hammarén are independent of the company and its significant shareholders. Mika Ihamuotila assumed the position of President of Marimekko Corporation in 2008. Muotitila Ltd, a company controlled by Mr Ihamuotila, held 16.04 percent of Marimekko Corporation's shares and voting rights at the end of 2014.
Duties and responsibilities of the Board of Directors
The Board of Directors is responsible for the proper organisation of the company's administration, operations, accounting and asset management. In addition to the duties specified in the Finnish Companies Act and the Articles of Association, the written rules of procedure adopted by the Board contain further provisions concerning the Board's operating principles and principal duties. The Board reviews and confirms the rules of procedure annually at its constitutive meeting, held following the Annual General Meeting. The Board reviews all matters that are significant to or that have longterm effects on the company's business operations.
According to the rules of procedure, the Board addresses issues such as the following:
• specifying and confirming strategic
Corporate Governance objectives and policies for the Group and the various business areas
- reviewing and confirming operating plans and budgets for the Group and the various business areas
- reviewing and approving interim reports, the consolidated financial statements and the Report of the Board of Directors
- expanding and downsizing business operations
- considering mergers, acquisitions and demergers and restructuring arrangements
- deciding on investments and the acquisition and sale of assets that are either strategically or financially significant
- deciding on financial policy and contingent liabilities related to financing arrangements
- approving the Group's reporting, risk management procedures and internal control procedures and audit and control systems
- approving the audit plan
- appointing the company's President and the members of the Management Group and deciding on their remuneration
- providing instructions for the President.
Since Marimekko does not have a separate audit committee, the Board of Directors is also responsible for the duties of an audit committee. 1
1 As disclosed in the stock exchange release on 12 February 2015, as part of revising Marimekko's governance structure, the Board of Directors has resolved that an Audit and Remuneration Committee will be established. All members of the committee will be independent of Marimekko and its major shareholders. The first Audit and Remuneration Committee will be elected from among its members by the new Board of Directors elected by the Annual General Meeting of Shareholders to be held on 9 April 2015. In addition to tasks typically assigned to audit and remuneration committees and supervision, the Audit and Remuneration Committee will handle and prepare matters relating to the terms and remuneration of Marimekko's executive management.
These include the following:
- monitoring the reporting process of financial statements
- supervising the financial reporting process
- monitoring the efficiency of the company's internal control and internal audit, if applicable, and risk management systems
- reviewing the description of the main features of the internal control and risk management systems pertaining to the financial reporting process, which is included in the company's corporate governance statement
- monitoring the statutory audit of the financial statements and consolidated financial statements
- evaluating the independence of the statutory auditor or audit firm and especially the related services offered to the company
- preparation of the proposal for resolution on the election of the auditor.
In 2014, the Board was focusing on e.g. the following subjects:
- development of Marimekko Corporation's strategy as well as confirming strategic objectives for the various business areas with focus on design and product development, especially in fashion
- monitoring risks especially related to growth and the challenging market situation
- implementation and monitoring of the reorganisation of operations with the aim of adapting the company cost level to the current market conditions and improving the profitability of the Group
- reviewing and confirming operating plans and budgets.
Meeting procedures and decision-making
The Board of Directors convenes six times a year on average. The Chairman of the Board is responsible for convening and chairing Board
meetings. The Board has not assigned responsibility for monitoring any particular aspects of the business to individual Board members. The Board evaluates its performance annually each January under the direction of the Chairman. In 2014, the Board convened nine times. The Board members' attendance rate at meetings was 100 percent.
Committees
Considering the nature and extent of the company's business, Marimekko's Board of Directors has not found it necessary to establish separate committees. The company's Board, therefore, manages the tasks that would belong to the audit committee.
MANAGEMENT OF THE GROUP
President
The Board of Directors elects the company's President and decides on the terms of the President's employment. The terms are specified in a written contract which is approved by the Board of Directors. The President is responsible for the day-to-day management and development of the Group in accordance with the instructions and orders of the Board of Directors. The President is also responsible for keeping the Board up to date with regard to development of the company's business and financial situation. Mika Ihamuotila has been the company's President since 2008. 2 The shareholding of the President and CEO in Marimekko is reported on page 53 and on the company's website under Investors/ Management.
Subsidiary administration
The members of the subsidiaries' Boards of Directors are elected from amongst the Marimekko Group's executive management.
Management Group
The company's business operations have been divided into a number of responsibility areas, the directors of which form the company's Management Group. The company's President acts as the Chairman of the Management Group. The Board of Directors appoints the members of the Management Group and decides on their remuneration. The Management Group has no authority based on law or the Articles of Association. The Management Group reviews business matters and procedures affecting the entire Group. The Management Group also reviews the operating plans of the various business areas and business development. The Management Group convenes every two weeks on average. Information on the members is presented on page 66 and on the company's website under Investors/ Management/Management Group. 3
3 As disclosed in the stock exchange release on 12 February 2015, Tiina Alahuhta-Kasko, as President, will act as the chairman of Marimekko's Management Group as of 9 April 2015. The responsibilities of the members of the Management Group will otherwise remain unchanged. To discuss significant strategic matters, the Management Group will convene under the chairmanship of Mika Ihamuotila at regular intervals.
2 As disclosed in the stock exchange release on 12 February 2015, the Board of Directors of Marimekko resolved to appoint Ms Tiina Alahuhta-Kasko as the new President of Marimekko. The Board of Directors of Marimekko simultaneously decided on a full-time executive service agreement with Mika Ihamuotila regarding his role as CEO. His duties will include, e.g., responsibility for the development of Marimekko's strategy and its implementation together with the President and the Management Group, as well as an active senior role in managing the company's financial affairs and stakeholder relations. Furthermore, Mika Ihamuotila will have a senior role in developing leadership within the Marimekko Group. Ihamuotila's executive agreement or his duties thereunder are not dependent on his position as a member or Chairman of Marimekko's Board of Directors. Both appointments will enter into force on 9 April 2015 as of the close of the Annual General Meeting of Shareholders.
The main objectives of remuneration at Marimekko Corporation are to promote competitiveness and long-term financial success of the company, contribute to the favourable development of shareholder value and increase the commitment of the company's key persons.
Remuneration of the members of the Board of Directors
In accordance with the Articles of Association, the Annual General Meeting decides on the remuneration payable to the Board of Directors. The President and CEO receives no fee for Board membership. 4 Furthermore, the President and CEO receives no fee for the membership of the Board of a Marimekko subsidiary. According to the resolution by the Annual General Meeting 23 April 2014, approximately 40 percent of the annual remuneration to the Board of Directors in 2014 will be paid in Marimekko Corporation's shares acquired from the market and the rest in cash. The shares will be acquired directly on behalf of the Board members within two weeks from the release of the interim report for 1 January – 31 March 2014 or if this is not possible taken into account the insider rules, as soon as possible thereafter. The Board is not, as a rule, entitled to any other financial benefits in addition to the fixed annual payment. Marimekko has not issued monetary loans to the Board members or guarantees or other contingent liabilities on their behalf.
In 2014, the Annual General Meeting resolved that the annual remuneration payable to the members of the Board be as follows: EUR 30,000 to the Chairman; EUR 20,000 to the other members of the Board, excluding the President and CEO; a total of EUR 110,000. The Board receives no additional fee for attending board meetings.
Remuneration of the President and CEO and other management
The Board of Directors of Marimekko Corporation decides on the salary and remuneration payable to the President and CEO and the members of the Management Group. 5
The remuneration of the President and CEO consists of a regular salary and fringe benefits, an annual bonus as well as the so-called long-term bonus system. Under the contract between the company and Mr Ihamuotila, the President and CEO is, in addition to his regular salary, entitled to an annual bonus, the maximum amount of which corresponds to his regular salary for nine months. The principles determining the bonus are confirmed annually by the Board. The annual bonus is based on the growth of the company's consolidated net sales, operating result and the strategic objectives separately determined by the Board. The President and CEO renounced his right to a contribution pension scheme as of 9 February 2012. The retirement age for the President and CEO is determined by the statutory employee pension plan (TyEL). If the President and CEO resigns of his own accord, his term of notice is six months and he is entitled to a remuneration corresponding to his regular salary for six months. If the company terminates the contract, the President and CEO's term of notice is six months and he is entitled to a remuneration corresponding to his regular salary for twelve months. 6
The remuneration of the members of the Management Group consists of a regular salary and fringe benefits, an annual bonus as well as the socalled long-term bonus system. The annual bonus is based on the growth of the company´s consolidated net sales, operating result and individual objectives separately determined by the Board of Directors. The members of the Management Group fall within the scope of the statutory employee
4 With reference to the stock exchange release published on 12 February 2015, the corresponding practice is also applied to other persons serving the company under an employment or service agreement (including Mika Ihamuotila during the term of his CEO agreement).
5 As disclosed by the company on 12 February 2015, the new Audit and Remuneration Committee will handle and prepare matters relating to the terms and remuneration of Marimekko's executive management (including President, CEO and Management Group). All members of the committee will be independent of Marimekko and its major shareholders.
6 Remuneration of President Tiina Alahuhta-Kasko as of 9 April 2015:
The remuneration of the President consists of a regular salary and fringe benefits, an annual bonus as well as the so-called long-term bonus system. Under the contract between the company and Tiina Alahuhta-Kasko, the President is, in addition to her regular salary, entitled to an annual bonus, the maximum amount of which corresponds to her regular salary for four months. The principles determining the bonus are confirmed annually by the Board based on a proposal by the Audit and Remuneration Committee. The pension is determined by the statutory employee pension plan (TyEL). If the President resigns of her own accord, her term of notice is six months and she is entitled to a remuneration corresponding to her regular salary for six months. If the company terminates the contract, the President's term of notice is six months and she is entitled to a remuneration corresponding to her regular salary for six months. The remuneration in case of termination is tied to a fixed-term non-compete obligation.
Remuneration of CEO Mika Ihamuotila as of 9 April 2015:
The remuneration of the CEO consists of a regular salary and fringe benefits, an annual bonus as well as the so-called long-term bonus system. Under the contract between the company and Mr Ihamuotila, the CEO is, in addition to his regular salary, entitled to an annual bonus, the maximum amount of which corresponds to his regular salary for twelve months. The principles determining the bonus are confirmed annually by the Board based on a proposal by the Audit and Remuneration Committee. The CEO renounced his right to a contribution pension scheme as of 9 February 2012. The retirement age for the CEO is determined by the statutory employee pension plan (TyEL). If the CEO resigns of his own accord, his term of notice is six months and he is entitled to a remuneration corresponding to his regular salary for six months. If the company terminates the contract, the CEO's term of notice is six months and he is entitled to a remuneration corresponding to his regular salary for twelve months.
Fees to members of Marimekko's Board of Directors 2013–2014
| (EUR 1,000) | Fee for Board work 2014 |
2013 | Other financial benefits 2014 2013 |
Total compensation in the financial year 2014*) 2013 |
||
|---|---|---|---|---|---|---|
| Pekka Lundmark | 30 | 30 | - | - | 30 | 30 |
| Mika Ihamuotila | - | - | - | - | - | - |
| Elina Björklund | 20 | 20 | - | - | 20 | 20 |
| Arthur Engel | 20 | 20 | - | - | 20 | 20 |
| Catharina Stackelberg-Hammarén 1) | 14 | - | - | - | 14 | - |
| Joakim Karske | 20 | 20 | - | - | 20 | 20 |
| 2) Ami Hasan |
6 | 20 | - | - | 6 | 20 |
| Total | 110 | 110 | - | - | 110 | 110 |
1) Member of the board from 23 April 2014
2) Member of the board 1 January – 23 April 2014
*) In accordance with the resolution regarding the annual remuneration to the Board of Directors by the Annual General Meeting on 23 April 2014, the Chairman of the Board received 1,256 shares and the other members 837 shares as part of their annual remuneration.
Salaries and bonuses to the President and CEO and other management 2013–2014
| Salary | Bonus-based salary |
Other financial benefits |
Total compensation in the financial year |
|||||
|---|---|---|---|---|---|---|---|---|
| (EUR 1,000) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| President and CEO |
328 | 334 | 107 | 80 | - | - | 435 | 414 |
| Management Group |
629 | 534 | 42 | 34 | - | - | 671 | 568 |
| Total | 957 | 868 | 149 | 114 | - | - | 1,106 | 982 |
Auditors' fees 2013–2014
| Audit | Other services |
Total compensation in the financial year |
||||
|---|---|---|---|---|---|---|
| (EUR 1,000) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| PricewaterhouseCoopers Oy | 72 | 76 | 36 | 5 | 108 | 81 |
| Others | 49 | 55 | - | - | 49 | 55 |
| Total | 121 | 131 | 36 | 5 | 157 | 136 |
pension plan (TyEL).
In 2011, the Board of Directors of Marimekko Corporation agreed on establishing a new long-term bonus system targeted at the company's Management Group. The purpose of the bonus system is to encourage the Management Group to operate with a business mentality and to add to the company's value in the long term in particular. The aim is to combine the owners' and the Management Group's targets in order to increase the company's value and to elicit the
Management Group's commitment to the company over a span of several years.
The system is composed of two earning periods, which are 1 January 2011 – 31 October 2014 and 1 January 2011 – 28 February 2015. The possible bonus for each earnings period will be based on the total yield on Marimekko Corporation's shares, including dividends. The possible bonus will be paid in cash in two batches, one in autumn 2014 and the other in spring 2015. Earning the bonus requires that the person still works for the company at the time of the payment. When receiving the bonus, the person in question commits themselves to using 50 percent of the net value of the bonus for acquiring the company's shares at transaction price within six months from receiving the bonus. The shares acquired with the bonus cannot be surrendered prior to two years from the time of acquiring the shares. The annual maximum value of the bonus paid to a member of the Management Group in the bonus system cannot exceed the approximate value of fixed annual salary. The system encompasses the Management Group members, including the President and CEO but excluding the Creative Director, a total of five persons. 7
The Board of Directors of Marimekko Corporation decided on 7 May 2014 on a second bonus system.
The system is composed of two earnings periods, which are 8 May 2014 – 31 October 2017 and 8 May 2014 – 28 February 2018. The possible bonus for each earnings period will be based on the total yield on Marimekko Corporation's shares, including dividends. The possible bonus will be paid in cash in two batches, one in
7 As of 9 April 2015, the system encompasses the CEO, the President and the Management Group members, excluding the Creative Director, a total of five persons.
autumn 2017 and the other in spring 2018. Earning the bonus requires that the person still works for the company at the time of the payment. When receiving the bonus, the person in question commits themselves to using 50 percent of the net value of the bonus for acquiring the company's shares at transaction price within six months from receiving the bonus. The shares acquired with the bonus cannot be surrendered prior to two years from the time of acquiring the shares. The annual maximum value of the bonus paid to a member of the Management Group in the bonus system cannot exceed the approximate value of fixed annual salary. The system encompasses the Management Group members, including the President and CEO but excluding the Creative Director, a total of five persons. 8
AUDIT
According to the Articles of Association, the company must have one auditor and, if the auditor is not an audit firm, one deputy auditor. The Auditor and Deputy Auditor must be authorised by the Finnish Central Chamber of Commerce. The auditors are appointed until further notice. The Annual General Meeting held on 23 April 2014 elected PricewaterhouseCoopers Oy, Authorised Public Accountants, as auditor for the Marimekko Group and the Group companies, with Kim Karhu, Authorised Public Accountant, as chief auditor. The Annual General Meeting also decided that the auditor's fee will be paid by invoice.
The auditor issues an auditor's report in connection with the company's financial statements to the board of Directors and, as required by law, an audit report to the shareholders. The auditor is present at the Board meeting where the annual financial statements are reviewed.
INTERNAL CONTROL, RISK MANAGEMENT AND INTERNAL AUDIT
Internal control, risk management and internal auditing are crucial elements of Marimekko's administration and management. The Board of Directors and the President bear responsibility for organising controls. 9
Risk management and risks
Marimekko Corporation's risk management is based on the risk management policy confirmed by the company's Board of Directors, which defines the principles, objectives and responsibilities of risk management, as well as the organisation and control of the risk management process.
Risk management principles
Marimekko Corporation's risk management aims to safeguard the smooth continuity of business operations and ensure stable profit development for the company. Comprehensive risk management is an ongoing, systematic process which involves identifying and evaluating risks associated with the company's operations and operating environment. The company's key risks comprise risks which could prevent company from exploiting business opportunities or jeopardise or prevent the achievement of the strategic objectives of the Group or a Group company, or the continuity of operations or would otherwise have significant consequences for the company, its personnel or stakeholders. Risk management is an integral element of the company's management and decision-making process, covering all of the Group's functions.
The report of the Board of Directors on page 10 describes the most significant risks. A more detailed description of Marimekko's risk management process is available on the company's website
under Investors/Management/Risk management and risks.
Internal control and internal audit Considering the nature and extent of the company's business, Marimekko has not found it necessary to establish a separate internal audit function. The Board of Directors reviews the level of the company's internal control activities at least once a year. Where necessary, the Board may purchase internal audit services from an external service provider.
Marimekko applies the internal control principles and an operating plan for the execution and monitoring of internal control. In the Marimekko Group, internal control is defined as a process effected by the Board of Directors, management and all levels of personnel. The objective of internal control is to provide reasonable assurance that:
- the company's operations are effective and aligned with strategy
- financial reporting and management information is reliable
- the Group is in compliance with applicable laws and regulations
- Code of Conduct and ethical values are established.
Marimekko's Board of Directors focuses on increasing shareholder value and, in accordance with good
8 As of 9 April 2015, the system encompasses the CEO, the President and the Management Group members, excluding the Creative Director, a total of five persons.
9 As disclosed in the stock exchange release on 12 February 2015, as part of revising Marimekko's governance structure, the Board of Directors has resolved that an Audit and Remuneration Committee will be established. All members of the committee will be independent of Marimekko and its major shareholders. The first Audit and Remuneration Committee will be elected from among its members by the new Board of Directors elected by the Annual General Meeting of Shareholders to be held on 9 April 2015. In addition to supervision, the Audit and Remuneration Committee will handle and prepare matters relating to risk management.
governance, ensures that principles on internal control exist within the company. The Board of Directors is also responsible for monitoring the efficiency of internal controls and risk management.
INSIDER ADMINISTRATION
Marimekko's insider guidelines
Marimekko Corporation's insider guidelines, which have been confirmed by the company's Board of Directors, are based on the insider guidelines issued by NASDAQ OMX Helsinki Ltd, effective as of 9 October 2009. The Board of Directors annually confirms the updated insider guidelines. The company has distributed copies of its insider guidelines to all of its insiders.
Marimekko's insider registers
Marimekko's permanent public insiders comprise the members of the Board of Directors, the President, the auditor and the company's Management Group. Permanent company-specific insiders include those who due to their position or duties regularly obtain inside information and who are consequently identified by the company as being included in the company's companyspecific insiders and not public insiders. The company assesses whether project-specific insider registers are necessary on a case-bycase basis.
The company's insider register, which includes the lists of permanent public insiders, permanent companyspecific insiders and project-specific insiders, is maintained in the SIRE register of Euroclear Finland Ltd. Upto-date information required by law concerning Marimekko Corporation's permanent public insiders, their related parties and the corporations in which they exercise influence is presented on the company's website under Investors/Share information/
Shareholders/Insiders.
Supervision of insider guidelines The General Counsel of Marimekko is responsible for the company´s insider matters. According to Marimekko Corporation's insider guidelines permanent insiders, their related parties and corporations controlled by them are permitted to trade in Marimekko's shares during a sixweek period after the publication of the company's interim reports and financial statement information. The company announces these publication dates annually in advance in a stock exchange release. The insider guidelines prohibit project-specific insiders from trading in Marimekko shares during the project.
INVESTOR RELATIONS
The Chief Financial Officer is responsible for Marimekko Corporation's investor relations and the content of financial information. Group Communications is responsible for the company's stock exchange releases, investor and analyst meeting arrangements and the company's online investor information. Marimekko publishes all of its investor information in Finnish and English.
CORPORATE GOVERNANCE STATEMENT
The corporate governance statement is issued separately from the report of the Board of Directors. It can be found on the company's website under Investors/Management/Corporate governance statement.
Board of Directors and management, 31 Dec. 2014
BOARD OF DIRECTORS
Pekka Lundmark born 1963 Chairman of the Board M.Sc. (Eng.) Principal occupation: President and CEO of Konecranes Plc, 2005–
Primary work experience and key positions of trust: Group Executive Vice President of KCI Konecranes, 2004–2005; CEO of Hackman Abp, 2002–2004; Managing Partner of Startupfactory, 2000–2002; several executive positions in Nokia Corporation, 1990–2000; Member of the Board of The Federation of Finnish Technology Industries, 2012–; Chairman of the Board of The Federation of Finnish Technology Industries, 2011–2012; Member of the Board of Valmet Corporation, 2013–
Mika Ihamuotila born 1964 Vice Chairman of the Board Ph.D. (Econ.)
Principal occupation: President and CEO of Marimekko Corporation, 2008–
Primary work experience and key positions of trust: President and CEO of Sampo Bank plc, 2001–2007; President and CEO of Mandatum Bank Plc, 2000–2001; Executive Director of Mandatum Bank Plc, 1998–2000; Partner of Mandatum & Co Ltd, 1994–1998; visiting scholar of Yale University (USA), 1992–1993; Member of the Board of Sanoma Corporation 2013–; Member of the Board of Rovio Entertainment Ltd 2013–
Elina Björklund born 1970
M.Sc. (Econ.), IDBM Pro Principal occupation: CEO of Reima Ltd, 2012–
Primary work experience and key positions of trust: Partner and Director of BletBI Advisors (Shanghai, China), 2011–2012; Vice President Marketing in Fiskars Corporation's Home division and Member of Executive Board, 2009–2010; several executive positions and Member of Executive Board in Iittala Group Ltd, 2005–2009 and Development Manager, 2004–2005; CEO of Ebit Oy, 2001–2004; Deputy Managing Director of Merita Securities Ltd (current Nordea), 1998–1999 and Chief Equity Analyst, 1996–1999; Equity Analyst
of Kansallis-Osake-Pankki Equity Research, 1994–1995; Member of the Board of the HSE Foundation, 2013–
Arthur Engel born 1967
Economics degree Principal occupation: Non-executive Board Portfolio and independent advisor and investor at Hilaritas AB, 2013–
Primary work experience and key positions of trust: CEO of Björn Borg AB, 2008–2013; CEO of GANT Company AB, 2001–2007 and COO, 2000–2001; CEO and several executive positions in Leo Burnett Advertising Agency, 1994–2000; several positions in Statoil Svenska AB, 1991–1994; Member of the Board of Directors of MQ, 2014–; Chairman of the Board of Directors of Caliroots AB; Member of the Advisory Board for Economic studies at the University of Stockholm; Member of the Board of Reliance Brands (Mumbai, India); Chairman of the Board of Directors of Rapunzel of Sweden 2015–
Joakim Karske born 1963
Master of Arts
Principal occupation: Senior Vice President, Brands & Design of OP Financial Group, 2014–
Primary work experience and key positions of trust: 2014 Interim head of the Nokia brand, 2013–2014, Head of Design Strategy at Nokia, 2009–2013, Nokia Mobile Phones and Vertu, Head of Design, 2006–2008; various designer and chief designer positions: Volvo Strategic Design (Barcelona, Spain), 2001–2005; DaimlerChrysler Advanced Design Centre (Tokyo, Japan), 1999– 2001; Mercedes-Benz AG (Stuttgart, Germany), 1998–1999; Volvo Cars (Gothenburg, Sweden) 1995–1998; Member of the Board of Korpinen Oy, 2012–; Association of Finnish Work, Board Member 2014–
Catharina Stackelberg-Hammarén born 1970
M.Sc. (Econ.) Principal occupation: Founder and Managing Director of Marketing Clinic, 2004–
Primary work experience and key positions of trust: Managing Director of Coca-Cola Finland, 2003–2004 & 2000– 2002; Managing Director of Coca-Cola
AB, 2002–2003; Marketing Director of Coca-Cola Nordic & Baltic Division (Copenhagen, Denmark), 2000; Consumer Marketing Manager of Coca-Cola Finland, 1996–2000; Marketing Manager of Sentra plc, 1994–1996; Member of the Board of Cision AB, 2013–2014; Member of the Board of Jokerit Hockey Club Oy, 2013–2014; Member of the Board of Aktia Bank p.l.c., 2012–; Member of the Board of Stiftelsen Svenska Handelshögskolan, 2011–; Member of the Board of Alma Media Corporation, 2009–; Member of the Board of Scan Securities Ab 1996–
MANAGEMENT GROUP
Chairman:
Mika Ihamuotila born 1964 President and CEO Employed by the company since 2007
Members:
Tiina Alahuhta-Kasko born 1981 Operational activities and Marketing Employed by the company since 2005
Thomas Ekström born 1967 CFO
Employed by the company since 2006
Päivi Lonka born 1962 Sales Employed by the company since 2004
Niina Nenonen born 1965 Product lines Employed by the company since 2008
Anna Teurnell born 1966
Design Employed by the company since 2014
On 16 April 2014 and 14 August 2014, the company announced changes in its management. For additional information, see the Report of the Board of Directors, Management on page 9.
More detailed background information on members of the Board of Directors and the Management Group as well as up-to-date information on the holdings of public insiders are provided on the company's website under Investors/Management.
Information for shareholders
Schedule for financial reporting in 2015
- Financial Statements Bulletin 2014, Tuesday, 10 February 2015
- Financial Statements 2014, week 12, at the latest
- Interim Reports
- January–March, Tuesday, 12 May 2015
- January–June, Wednesday, 19 August 2015
- January–September, Thursday, 5 November 2015
Annual General Meeting
Marimekko Corporation's Annual General Meeting will be held from 2 p.m. onwards on Thursday, 9 April 2015 at Marimekko Corporation's head office, Puusepänkatu 4, 00880 Helsinki, Finland. Shareholders who have been registered by the Annual General Meeting's record date of 26 March 2015 at the latest in the company's Shareholder Register kept by Euroclear Finland Ltd have the right to attend the Annual General Meeting. The shareholder in whose name the shares are registered is automatically entered in the company's Shareholder Register.
Shareholders who wish to attend the Annual General Meeting must notify the company of their intention to do so before 4 p.m. on 2 April 2015 at the latest:
- by filling in the registration form on the company's website company.marimekko.com under Investors/Annual General Meeting;
- by email to [email protected];
• by telephone on +358 20 770 6893 A holder of nominee-registered shares may participate in the Annual General Meeting with those shares under which the holder would be entitled to be registered in the company's Shareholder Register on 26 March 2015. Additionally, participation requires that the holder of nomineeregistered shares is temporarily registered in the Shareholder Register
no later than 2 April 2015 at 10 a.m. Temporary registration in the Shareholder Register shall be deemed to be a registration for the Annual General Meeting. A holder of nomineeregistered shares is advised to request necessary instructions regarding the temporary registration in the Shareholder Register, the issuing of proxy documents and registration for the General Meeting from their custodian bank well in advance. The account management organisation of the custodian bank will register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the company's Shareholder Register by the abovementioned date.
Any proxy documents should be sent in original to the company before the registration deadline. Notice of the Annual General Meeting and further information is provided on the company's website under Investors/ Annual General Meeting.
Dividends
The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.35 per share be paid for 2014. The dividend will be paid to shareholders who are registered on the dividend payout record date of 13 April 2015 in the company's Shareholder Register kept by Euroclear Finland Ltd. The Board of Directors will propose to the Annual General Meeting that the dividend be paid on 20 April 2015.
Principles of investor relations
Marimekko Corporation complies with the principles of equity in its investor communications and publishes all its investor information primarily on its website in Finnish and English.
Information sessions and closed period
Information sessions are held at least twice a year for analysts and the
media, always when the financial statements and half-year results are released as well as when necessary in connection with the disclosure of other significant matters. Marimekko has a three-week closed period before the publication of earnings reports.
Analysts
A list of banks and securities brokers that actively follow Marimekko's development is available on the company's website under Investors/ Marimekko as an investment/Analysts.
Financial reports
Marimekko Corporation's financial statements and interim reports are published in Finnish and English. Printed financial statements 2014 are available upon request. Interim reports are also sent upon request to the address provided by the subscriber. Financial information is posted on the company's website company.marimekko.com.
To order publications, contact: Marimekko Corporation Corporate Communications P.O. Box 107, 00811 Helsinki, Finland Tel. +358 9 758 71, +358 9 758 7375 Fax +358 9 727 6227 [email protected]
Investor relations
Thomas Ekström, CFO Marimekko Corporation P.O. Box 107, 00811 Helsinki, Finland Tel. +358 9 758 7261 [email protected]
Annikka Itkonen
Communications Manager Marimekko Corporation P.O. Box 107, 00811 Helsinki, Finland Tel. +358 9 758 7220 [email protected]