Salcomp Annual Report
Salcomp Annual Report
Salcomp Annual Report
As one of the leading developers and manufacturers of mobile phone and other electronic
device chargers, we are creating opportunities for new ways to use technology and for the
effective use of innovations, both for work and leisure. We believe that through our sustained
work effort we can be involved in taking the world in a more mobile direction. Therefore, we
can proudly stand behind our promise.
Business 11
Risks and risk management 18
Corporate responsibility 20
Personnel 22
Environment 24
Corporate Governance 33
Board of Directors 38
Management Team 39
Financial Statements 41
Report of the Board of Directors 42
Consolidated income statement 46
Consolidated balance sheet 47
Consolidated cash flow statement 48
Consolidated statement of changes in equity 49
Notes to the consolidated financial statements 50
Parent company income statement 76
Annual Report 2007
Glossary 90
Information for investors 92
Contact information 93
2 Salcomp Plc
2007
2006
Stock exchange listing.
Annual volume 230 million chargers.
2005
A production plant in Brazil.
Annual volume 156 million chargers.
The journey to
one billion chargers
2004
The company originated from Salcomp Oy, which was
founded in Uusikaupunki, Finland, in the 1970s and Transfer of production to China.
which was a subsidiary of the television manufacturer Annual volume 116 million chargers.
Salora Oy. Salcomp’s history is considered to have
begun when the Kemijärvi factory was established in
1975. 1999
Spin-off from Nokia and expansion of customer
base to all major mobile phone manufacturers.
Annual volume 28 million chargers.
1998
Contract manufacturing begins in China.
Annual volume 23 million chargers.
1995
A strategic decision to focus
on mobile phone power supplies.
Annual volume 7 million chargers.
1988
Salcomp manufactured the first switch mode charger
in 1988. Compared to the current Mini charger (on the The world’s first switch mode
left), the size, weight and number of components have quick charger for mobile phones.
decreased significantly due to active product deve- Annual volume 1,000 chargers.
lopment.
1983
Acquired by Nokia.
1982
The manufacture of power supplies begins.
1975
Salcomp is founded.
Salcomp Plc 3
At Salcomp, 2007 was a year of positive development: net sales grew by some 10% and
operating profit by 67%. The number of chargers delivered increased by 14%, and the
market position remained strong. The market share in mobile phone chargers was approxi-
mately 23%. A new charger plant started operations in India, which balances and strength-
ens Salcomp’s global production and logistics. Strategic focal points were directed at new
charger segments where additional growth will be sought.
Key Events in 2007 • During its history, Salcomp has manufactured over a billion
• The first chargers from the new charger plant constructed
chargers – the billion charger milestone was exceeded in
October at the Salcomp plant in China.
in Chennai, India, were delivered to customers in June.
• During the summer, the main ownership of Salcomp was • Salcomp introduced the new Cosmo charger platform, which
transferred from EQT to the Swedish investment company enables the charging of mobile phones and other mobile
Nordstjernan AB – by the end of the year, Nordstjernan devices via a USB cable – the Cosmo chargers open up
owned 56.0% of Salcomp. opportunities to expand the customer base to cover those
other than the mobile phone charger segment.
• At the Extraordinary General Meeting in September, the
shareholders re-elected Kari Vuorialho, Andreas Tallberg and
Jorma Terentjeff as members and elected Mats Heiman and
Peter Hofvenstam as new members of the Board. The latter
two are employed by Nordstjernan. All Salcomp’s releases can be found
on the company’s homepage at
www.salcomp.com
4 2007 in brief
Market value,
152.8 101.3 +51.0 2.0
EUR million 4/06 7/06 10/06 1/07 4/07 7/07 10/07 12/07
25
250
20
200
15
5
100
50
–5
0 –10
2003 2004 2005 2006 2007 2003* 2004 2005 2006 2007
FAS IFRS IFRS IFRS IFRS FAS IFRS IFRS IFRS IFRS
35
30 8
25
20 6
15
10 4
0 2
–5
–10 0
2003 2004 2005 2006 2007 2003 2004 2005 2006 2007
2007 in brief 5
At Salcomp, 2007 was a year of solid growth and excellent profit- For Salcomp, 2007 was the first full year as a listed company.
ability. We grew at a more moderate pace than the previous year, During 2007, we also got a new important shareholder when
which in fact saw unusually strong growth. In turn, we focused on the family-owned Swedish investment company Nordstjernan
developing the efficiency in all our operations, for example by became Salcomp’s largest shareholder. We are pleased because
increasing the output of our production, strengthening our materi- Nordstjernan is in favor of long-term ownership. This will enhance
al sourcing and by improving the cost structure of our products. our aim to continue the implementation of our growth strategy in
We had excellent success, and as a result we achieved the mar- mobile phone chargers, as well as other new selected charger
ket leader position in mobile phone chargers and our profitability segments.
improved considerably.
The mobile phone market is expected to grow by some 12% in
A significant milestone in 2007 was the start-up of our new charger 2008, which translates into a sales volume of some 1.3 billion
plant in India in June. During the first seven months, over 10 mobile phones, and, therefore, chargers. This forms a good basis
million chargers were manufactured at our India plant, and the to achieve further growth in our delivered charger volumes as well
total annual capacity grew to some 50 million chargers by the end as in net sales.
of the year. We are very satisfied that the project progressed
quickly and according to the budget set out for the plant construc- Our strategic target for 2008 is to maintain the global market
tion. Presence in the growing Indian market gives us a competi- leader’s position in mobile phone chargers and in addition
tive edge as so far Salcomp is the only major mobile phone charg- to broaden our customer portfolio in selected other charger
er manufacturer in India. segments, such as bluetooth headsets and cordless fixed-
line phones. Our long-term target is also to achieve entry into
Another important milestone was reached in October when in the selected medium power range charger segments.
history of the company’s manufacturing operations, Salcomp
produced its billionth charger. Manufacturing one billion chargers
and delivering them to customers around the world has also
called for strong logistics, which is one of Salcomp’s key success
factors.
6 CEO’s review
CEO’s review 7
Values
Values guide our daily operations and relationships with our customers and other cooperation partners.
Salcomp manufactures mobile phone chargers and chargers for other electronic devices.
In 2007, Salcomp produced some 262 million chargers. Its global market share in mobile
phone chargers was approximately 23%, and Salcomp also has a growing market position
in other selected charger segments. Salcomp’s strengths include superior efficiency in
production and logistics as well as charger technology leadership in product development
and innovation.
BUSINESS DEVELOPMENT Net sales in 2008 are expected to continue to grow. However, due
At Salcomp, 2007 was a year of positive development: net sales to declining mobile phone charger prices the operating profit in
grew by 10% to EUR 286.2 million and the number of chargers value is expected to grow only to some extent or to remain at the
sold to 262.4 million. Operating profit grew by 67% to EUR 25.8 same level as 2007.
million and earnings per share excluding the deferred tax to
EUR 0.54. Operating profit was improved by an increase in the In addition to mobile phone chargers, Salcomp’s target is to
number of units delivered and a higher gross margin compared to broaden the customer portfolio in other selected charger seg-
last year, which was due to more effective production and ments, such as bluetooth headsets and cordless fixed-line
purchasing operations and continuous improvements in product phones.
cost structure.
12 Business
1,400 14%
According to estimates published by Salcomp’s main customers
and various market research companies, the mobile phone mar- 1,200 12%
ket is expected to increase during 2008 by approximately 12%
1,000 10%
compared with 2007. Measured by the number of units, this
would mean approximately 1.3 billion mobile phones, and there- 800 8%
fore chargers, to be sold during 2008.
600 6%
For a number of years now, the highest growth in the mobile 400 4%
phone market has been seen in the so-called developing markets,
200 2%
such as Asia. This growth is increasingly seen in lower price range
mobile phones. The trend is forecast to continue unchanged. 0 0%
2006 2007 2008E 2009E 2010E 2011E
600
Development in the mobile phone market will continue to favor
the major mobile phone manufacturers. Deepening the customer 400
relationships with the top-5 companies is Salcomp’s primary goal.
200
Business 13
The main players in the cordless fixed-line phone charger market OEM products
are Friwo and some Chinese, Taiwanese and Japanese manufac- OEM (Original Equipment Manufacturer) products are chargers
turers. The wireless bluetooth headset charger market is fairly tailored specifically to customer needs. They are normally
fragmented, and competitors primarily include small Chinese man- manufactured in large volumes and developed in cooperation with
ufacturers and some other mobile phone charger manufacturers. the customer. The majority of Salcomp’s production is based on
OEM solutions.
PRODUCTS
Typically, in one OEM product family, several variants are produced
Salcomp manufactures mobile phone chargers and chargers for for different markets. On the other hand, one product family may
other electronic devices, such as cordless fixed-line phones and well be designed to function with several phone models or other
bluetooth headsets, as well as MP3 players. In 2007, mobile electronic devices. OEM products may be constructed from initial
phone chargers accounted for over 95% of Salcomp’s sales stages or, alternatively, Salcomp’s technically-flexible product
volume and net sales. Most of Salcomp’s products are tailored to platforms can be tailored to meet the customer’s specific
meet the customers’ exact needs. requirements.
14 Business
ODM products Another type of USB charger with a fixed cable and a micro or
ODM (Original Design Manufacturer) product platforms are speci- mini-USB connector can also be found in the market. This option
fied and developed by Salcomp. They are technologically-flexible has particular support from the mobile phone industry’s OMTP
and safety-approved chargers. ODM product platform chargers are (Open Mobile Terminal Platform) forum. Salcomp’s Cosmo charger
sold as they are or with minor changes, made into a charger product product platform will also support chargers equipped with a fixed
family tailored to the specific needs of each individual customer. cable and a micro or mini-USB connector.
ODM products are cost-efficient and enable fast access to the
market. Charger price development
The average sales prices in euros in 2007 decreased slightly
In addition to the products tailored to specific customer needs, particularly due to technological development and reduced
Salcomp has developed its own switch mode charger range, com- numbers of the components required, as well as lower component
prising four different product platforms, Eagle, Robin, Mini and costs. On the other hand, the decreasing price trend was slowed
Cosmo. due to tightening environmental demands, which has led to more
expensive material and component solutions. Material costs
The standardization of charger technologies usually account for approximately 70% to 80% of the total cost of
In the fall, Salcomp introduced its new Cosmo charger product each charger. In 2008, a slight decline is expected in average
platform, enabling the charging of mobile phones and many other sales prices.
electronic devices by a separate cable equipped with a USB
connector. From July 2007, any new mobile phones sold in the
Chinese market have had to support a USB charger instead of
manufacturer-specific applications. This means that the charger
has no fixed cable; instead, it has a USB connection, familiar from
computer applications, with the corresponding separate cable to
be found in the mobile phone package.
Cosmo
Business 15
RESEaRCH AND NEW TECHNOLOGY DEVELOPMENT For Salcomp, one of its most important success factors are its
skills and knowledge in demanding product development projects
carried out in cooperation with the customers. Salcomp’s product
The aim is to expand knowledge of new power
development knowledge is demonstrated both in its ability to
supply concepts and energy sources as well as
optimize the devices to be designed for mass production and in
develop technologies for future use
creating new technological solutions.
In cooperation with customers, universities
and suppliers Operating policy
Major mobile phone manufacturers usually require highly-tailored
New production concepts to be tested products to meet their own special requirements. As normal
and validated procedure, mobile phone manufacturers aim to spread the
manufacture of the specific chargers they require, between 2 to
The suitability of new concepts for 4 suppliers to whom the delivery orders are allocated.
engineering needs to be ensured
The specifications of a new charger are usually developed in
cooperation with a single charger manufacturer, after which this
manufacturer can be the first to start mass deliveries. The speci-
fications of a new charger will also be submitted to the competi-
ENGINEERING
tors of the supplier responsible for the design, and they will aim
A new product aimed at mass production is to develop their own solutions to produce a charger with the
developed, together with its production required specifications. This will ensure that each new charger will
process and tools be produced by more than one supplier who will be competing
mainly on the basis of quality, delivery assurance and pricing.
16 Business
Business 17
The purpose of Salcomp’s risk management is to identify the risks and possibilities
that may have an impact on the implementation of Group strategy. The aim of risk
management is to support the achievement of goals set out in the strategy by ensuring
that the Group’s risk-taking activities are in proper equilibrium with its risk-bearing
capacity. Salcomp’s risk management policy, strategic choices and long-term financial
goals form the basis of its risk management.
Major risks
Dependence on the general development of
the mobile phone market
Approximately 95% of Salcomp’s sales are derived from mobile
phone chargers, with sales volumes closely following the number
of new mobile phones sold. The mobile phone market trend over
the last few years has been favorable, and research institutes
expect this positive trend to continue.
20 Corporate responsibility
Corporate responsibility 21
22 Personnel
Equal opportunities
china 70% finland and
The basis for Salcomp’s operations is fair treatment for all. At the united
Salcomp, each individual is respected regardless of their gender, states
beliefs, age or other factors. The workplace is developed in such 1%
a manner that it will not set any barriers to the implementation of
equal opportunities. Gender, age, beliefs or family policy factors
shall not disadvantage people with regard to remuneration,
bonuses, reorganizations, training or recruitment.
Personnel in 2007
At the end of 2007, Salcomp employed a total of 9,722 people,
of whom 65 worked in Finland; 1,586 in Brazil; 6,815 in China;
1,253 in India; and 3 in the United States. The increase in the personnel by operations
number of personnel was mostly due to increased production
volumes and the start-up of the plant in India.
Personnel 23
• We maintain an open, active and ethical approach to From the outset, Salcomp has focused on the manufacture of
chargers based on the environmentally-friendly switch mode
environmental issues.
technology. First introduced by Salcomp in 1988, this charger
• We are committed to complying with the laws and technology has now almost completely replaced the older linear
regulations governing environmental issues. technology in mobile phone charging. Chargers based on the switch
• We aim to continuously improve our environmental activities mode technology have the advantage of a better utilization ratio
and clearly better stand-by energy consumption. In addition, the
by regularly setting new goals according to the principles
of sustainable development. smaller size of switch mode chargers enables lower transportation
costs and reduces the amount of materials to be used.
The products’ effects on the environment
Environmental certifications and programs
Salcomp’s chargers are energy-efficient, and the use of materials is
tightly controlled. Environmental thinking has been extended to The company’s production plants in China, Brazil and India are ISO
cover the entire life cycle of the products, and environmental and 14001 certified, as are its R&D and sales and marketing globally.
safety issues are considered from the outset, i.e. from the product
The implementation of environmental protection is regularly
design and development stages. The products and their packaging
monitored through internal and third-party inspections as part of
are continuously being improved to make them easier to recycle.
the standardized environmental system. Moreover, many customers
24 Environment
0.12
Environmental events in 2007
In 2007, the key focus was on the environmental certification of 0.10
0
Due to a project carried out together with a key customer, to 2004 2005 2006 2007
increase the level of recycling of plastic materials, the amount of
plastic materials used decreased by 5,000 kg during the year. As
a knock-on effect of the project, the requirement for raw materials
will be reduced by 170,000 kg in 2008.
water consumption
During the year, Salcomp has successfully implemented all product
requirements related to environmental protection set by authorities Liters/charger
and its customers. Moreover, the regular assessments performed 4.5
by several customers and authorities on the environmental system,
and the requirements aimed at continuous development, have been 4.0
taken into account, and the system has been further developed to 3.5
meet growing customer demands.
3.0
In 2007, the company did not exceed the permitted limits, nor were
2.5
there any cases recorded where the company would not have
complied with environmental regulations as appropriate. 2.0
1.5
Goals in 2008
1.0
Salcomp annually aligns its Group-level environmental goals at
the time when its strategy is formulated, with each unit actively 0.5
0 0%
2004 2005 2006 2007
Environment 25
Salcomp’s shares are quoted on the Nordic Exchange in Helsinki. During 2007, the share
price strengthened by 51%. The Annual General Meeting will be held on 10 April 2008,
and the Board of Directors will propose to the General Meeting a distribution of
dividends for 2007 of EUR 0.15 per share. Further details can be found on page 92.
The total for the shares sold was EUR 72.1 million and the
number of shares sold 19.0 million shares. The market value for
Basic Information of the Share the total number of shares at the end of the year was EUR 152.8
million.
• The shares of Salcomp Plc have been quoted on Ownership
the Nordic Exchange in Helsinki in the Information
Technology sectors’ Mid Cap from March 2006. At the end of 2007, Salcomp Plc had 1,210 registered sharehold-
ers. Foreign ownership accounted for 60.3% of Salcomp’s shares,
• The ticker is SAL1V and the 56.0% held by the Swedish company Nordstjernan AB. Another
ISIN code FI0009013924. large ownership group comprised Finnish financial and insurance
institutions with a 21% holding.
• The market value of Salcomp on 31 December 2007
was EUR 153 million. Flagging
On May, 2007, DWS Investment GmbH, a subsidiary of Deutsche
• The average price in 2007 was EUR 3.76 and the Bank AG, announced that its holding of Salcomp Plc’s shares and
closing price EUR 3.92 at the end of the year.
voting rights had decreased to less than 5%. At the time of the
announcement, DWS Investment GmbH held 1,755,000 shares,
• Overall trading totaled EUR 72.1 million corresponding to 4.5% of Salcomp’s shares and voting rights.
and 19.0 million shares.
EQT II B.V., acting on behalf of EQT II Swedish Non-Registered
Partnership, and Nordstjernan AB announced on 25 June 2007
that they had signed a sale and purchase agreement under which
EQT sold 11,653,581 Salcomp shares to Nordstjernan. In addi-
Share Capital and Shares tion, Nordstjernan had the option to acquire the remaining shares
The company’s registered share capital amounts to EUR held by EQT and Nordstjernan used the option on 16 August
9,832,735.12 divided into 38,975,190 fully paid shares. At the 2007. After the relevant authority approvals had been received,
Annual General Meeting in March, the Articles of Association were the acquisition was completed on 12 September 2007. After this,
amended to include the possibility of increasing or reducing the Nordstjernan owned 20,382,131 Salcomp shares which corre-
share capital and increasing or reducing the number of shares with- sponded to 52.3% of the share capital and votes. EQT’s holding
out having to change the Articles of Association. This amendment decreased to zero.
was registered in the Trade Register on 23 April 2007.
According to the Securities Market Act, Nordstjernan was obliged
The company has one series of shares, and all the shares entitle to make a mandatory bid for all outstanding shares and securities
to equal rights in the company. The share has no nominal value. entitling to the shares in Salcomp at the highest price for which
The company’s shares have been incorporated into the Finnish Nordstjernan had acquired shares in Salcomp during the previous
book-entry system. six months, i.e. EUR 4.01 per share and EUR 0.98 per option right.
The offer period of the tender offer commenced on 14 September
At the end of 2007, the company, or its subsidiaries, did not hold 2007 and expired on 5 October 2007. Seventy shareholders, hold-
any company shares, nor has the General Meeting of Sharehold- ing 850,622 shares in Salcomp and representing 2.2% of the
ers authorized the company to acquire any own shares. shares and votes, tendered their shares in Nordstjernan’s public
tender offer. Nordstjernan’s holding rose to 21,232,753 shares
Trading with Salcomp Shares and 54.5% of the outstanding shares. At the end of the year, Nord-
stjernan’s holding in Salcomp was 56.0%.
During the year, the Salcomp share price fluctuated between
EUR 2.63 and EUR 5.03. The average price was EUR 3.76 and
the closing price at the end of the year EUR 3.92. The share price
strengthened by 51% during the year.
The terms and conditions of the stock options 2007 are available
on the company’s homepage at www.salcomp.com – Investors –
Share Information. Information on option rights is also provided in
the Notes to the Consolidated Financial Statements.
Number of % Number of %
shareholders
The 20 largest shareholders according to the 31 December 2007 shareholders’ register
financial and
P/E ratio 8.4 12.9 insurance
institutions
21%
Average price, EUR 3.76 2.88
companies 7%
Highest share price, EUR 5.03 3.69
Average number
38,975,190 37,808,067
of shares 3.5
2.0
4/06 7/06 10/06 1/07 4/07 7/07 10/07 12/07
calculation of share
indicators
Earnings per share Profit for the period share trading volume
Weighted average number of
shares outstanding Million pcs pcs/month
6.0
3.0
Equity per share Equity
Number of shares outstanding
2.0
on 31 December
1.0
P/E ratio Closing price
(price per earnings) Earnings per share
0
3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12
2006 2007
Market value Closing price x number of shares * Excluding the 11 million shares sold in the initial public offering
on 31 December
Salcomp Plc is a public limited liability company, which, in its decision-making and
administration, complies with the Finnish Companies Act, other regulations concerning
public companies and Salcomp’s Articles of Association. In addition, Salcomp complies
with the Guidelines for Insiders by the Nordic Exchange in Helsinki and the Corporate
Governance Recommendation for Listed Companies issued in 2003 by Hex Plc, the
Central Chamber of Commerce of Finland, and the Confederation of Finnish Industry
and Employers.
GENERAL MEETINGS address of the shareholder entered into the share register at
The highest decision-making power at Salcomp is exercised by least seventeen days before the meeting. The notice to convene
the company’s shareholders at General Meetings convened by shall state the matters to be discussed at the General Meeting.
the company’s Board of Directors. These meetings consist of
Annual General Meetings and, if necessary, Extraordinary Gene- The notice to convene the 10 April 2008 General Meeting of
ral Meetings. Shareholders has been published in the Finnish newspapers
Helsingin Sanomat and Kauppalehti.
The Annual General Meeting must be held by the end of May
each year and is to deal with all matters that fall under its aut- The prospective candidates for the Board of Directors notified to
hority according to the Articles of Association, as well as other the Board should be disclosed in the notice to convene or, if the
proposals made to the General Meeting. When considered notice has already been published, by some other method befo-
necessary, an Extraordinary General Meeting is convened to re the General Meeting, provided that they have given their
discuss a specific proposal made to the General Meeting. written consent for their election and are supported by at least
10% of the total votes of all the company shares.
Usually, a General Meeting deals with all matters included in the
agenda by the Board of Directors. Major matters subject to the The candidates proposed after the delivery of the notice to con-
decision-making power of a General Meeting include: vene should be disclosed separately. In addition, the proposal
for the election of an external auditor given by a majority share-
• amendments to the Articles of Association holder or prepared by the Board should be disclosed in the
• increases and decreases to the share capital notice to convene.
• decisions on the number, election and remuneration Attendance
of all Board members
• the adoption of the Financial Statements A shareholder who has been registered as a shareholder in the
• the distribution of profit company’s shareholders’ register, held by the Finnish Central
Securities Depository Ltd, ten days prior to the meeting, has the
According to the Finnish Companies Act, a shareholder may pre- right to participate in a General Meeting. A shareholder wishing
sent a written request to the company’s Board of Directors to to attend a General Meeting must register in advance before the
place a matter on the agenda of the next General Meeting. If a date stated in the notice to convene.
shareholder, or shareholders, holding a minimum of 10 per cent
of all shares, or the company’s auditor, request in writing for the Shareholders may exercise their right at the General Meeting,
discussion of a specified matter at a General Meeting, the either in person or through an authorized representative. Each
Board of Directors shall, without delay, convene the General shareholder or representative may also have one assistant at
Meeting to deal with the requested matter. the meeting.
In 2007, the Annual General Meeting of Salcomp was held Minutes are kept at the General Meeting, and they are made
on 29 March 2007 and an Extraordinary General Meeting on available to shareholders within two weeks of the General Mee-
4 September 2007. ting taking place. The decisions made by the General Meeting
are published in a stock exchange release after the meeting.
Advance information
Shareholders are invited to a General Meeting by the publishing Attendance of the Members of the Board and the
of a notice to convene in two newspapers with nationwide circula- Managing Director
tion in Finland, or by sending the notice to convene via registered The Managing Director, Chairman of the Board and the members
mail or by delivering it in an otherwise verifiable method to the of the Board should attend the General Meetings unless there
are well-founded reasons for their absence.
34 Corporate Governance
Decision-making The Board shall devote time and resources to increase the
The company has one series of shares. Each share entitles its value of the shareholders’ holdings in the long run and to look
holder to one vote at the General Meeting. Generally speaking, after the interests of the company and all of its shareholders.
resolutions of a General Meeting require the support of a simple More specifically, Salcomp’s Board of Directors is responsible
majority of the votes cast at the meeting in question. In the for the company’s management and the proper arrangement of
case of a tie, the Chairman will have the casting vote. In an elec- the operations of the company. In addition, the Board is respon-
tion, the person receiving the highest number of votes shall be sible for the proper arrangement of the accounting and for the
deemed as elected. However, prior to an election, the General supervision of its financial management.
Meeting may decide that in order to be elected, a person should
receive more than half of the votes cast. In an election, a tie will According to the rules of procedure and the Finnish Companies
be decided by drawing lots. However, according to the Finnish Act, the task of Salcomp’s Board of Directors is to:
Companies Act, there are several matters, such as an amend-
ment to the Articles of Association or an increase of share capi- • decide on company strategy and values
tal by deviating from the shareholders’ pre-emptive right to • confirm and follow the business plan and budget
subscribe new shares, in which any decision requires the sup- • handle and approve Interim Reports, the Annual Report
port of 2/3 of the votes cast and of the shares represented at and the Report of the Board of Directors
the meeting. The Articles of Association of Salcomp do not • decide on individual investments, acquisitions or
include voting limitations or redemption clauses. divestments and contingent liabilities that are strategically
or financially significant
BOARD OF DIRECTORS • approve the Group financing policy
Composition and term • confirm risk management and reporting procedures
• decide on bonus and incentive schemes for the management
According to the Articles of Association, Salcomp’s Board of • decide on the company’s structure and organization
Directors consists of at least three and at the most eight
members. According to the Articles of Association, the term of
• appoint the Managing Director and decide on his
remuneration, and
each Board member expires at the close of the next Annual
General Meeting following the election.
• assume responsibility for all other such duties as have
been stipulated for Boards of Directors in the
Companies Act and elsewhere
The General Meeting elects all members of the Board of Direc-
tors. The Articles of Association set no upper age limit on Board Decision-making
members nor restrict in any other way the decision-making
The Chairman of the Board of Directors is responsible for conve-
power of the General Meeting in electing Board members.
ning the Board meetings and for the meeting agenda. A meeting
However, the General Meeting shall, in accordance with the
of the Board of Directors constitutes a quorum when more than
Corporate Governance Recommendation, take into account the
half of the members of the Board are present. Presence of the
fact that a person has the qualifications required to take care
Chairman or the deputy Chairman of the Board of Directors is
of the duties of a member of the Board and the availability to
also a condition for the quorum.
devote sufficient time for the work.
The Board of Directors is always obliged to act in the company’s
Board composition in 2007 interests and in such a manner that its acts or measures are
Salcomp’s Annual General Meeting held on 29 March 2007 not likely to produce unjustified benefits to any shareholder or
elected Kari Vuorialho, Timo Leinilä, Andreas Tallberg, Jorma third party. A Board member may not participate in any decision-
Terentjeff, Petri Myllyneva and Panu Halonen as ordinary making process where a contract between the Board member
members of the Board. The Board of Directors elected Kari and the company is being discussed. When votes are cast, the
Vuorialho as Chairman of the Board and Jorma Terentjeff as Vice majority opinion will be the Board’s decision and, in the case of
Chairman. a tie, the Chairman will have the casting vote. In an election, a
tie will be decided by drawing lots.
The Extraordinary General Meeting held on 4 September 2007
elected Kari Vuorialho, Andreas Tallberg and Jorma Terentjeff as Meeting practice and self-evaluation
members of the Board of Directors and elected Mats Heiman
Salcomp’s Board of Directors meets approximately ten times a
and Peter Hofvenstam as new members of the Board of
year. The Board has not allocated any special areas of focus in
Directors. At its organizing meeting following the EGM, the
terms of business monitoring to its members.
Salcomp Board of Directors elected Mats Heiman as Chairman
of the Board and Kari Vuorialho as Vice Chairman. The term
According to the rules of procedure of the Board of Directors,
shall expire at the Annual General Meeting in 2008.
the Managing Director ensures that the company provides the
Board with sufficient information to assess the operations and
The background and personal data of the current Board mem-
financial situation of the Group, supervises the implementation
bers are presented on the company’s website and on page 38
of Board decisions and reports to the Board on any deficiencies
of this Annual Report.
or problems in implementation. The secretary of the Board of
Directors is the company’s CFO.
Corporate Governance 35
In 2007, Salcomp’s Board held 21 meetings, 7 of which were The Managing Director may convert a part of his salary so as to
telephone conferences. The Board members’ attendance at benefit from the use of a company car. In addition, the Managing
meetings amounted to 95.2%. Director is entitled to certain customary benefits, such as
healthcare and travel insurance.
Remuneration and other benefits
The Annual General Meeting decides on the remuneration and Upon termination of the Managing Director’s agreement by the
compensation for costs to be paid to the members of the Board company, and in the absence of any breach of duties by the
of Directors. Managing Director, the Managing Director is entitled to twelve
months’ salary. When giving notice to the Managing Director,
In accordance with the resolution made at the 2007 Annual the notice period is six months.
General Meeting, the members of the Board for the term of offi-
ce expiring at the Annual General Meeting 2008 are remunera- MANAGEMENT TEAM
ted as follows: Salcomp has a Management Team consisting of the Managing
Director (President and CEO) and the heads of the most impor-
• EUR 30,000 to the Chairman of the Board tant company operations. The President and CEO acts as the
• EUR 25,000 to the Vice Chairman of the Board Chairman for the Management Team.
• EUR 20,000 to the ordinary members of the Board
The Management Team is not a separate company organ, but
A total of EUR 128,333 was paid to the Board as fees in 2007. an advisory body, which assists the Managing Director in the
management of the company.
Committees
Salcomp’s Board of Directors has not established any Commit- Members of the Management Team are presented on the
tees. This is because, according to the Board, in Salcomp’s company’s homepage and on page 39 of the Annual Report.
case, the function of the Board is at its most efficient when the
entire Board takes part in the so-called Committee work. Retirement age and benefits
There is no mandatory retirement age or retirement benefit
Evaluation of independence system for the Managing Director or other members of the
The Board of Directors evaluates the independence of its mem- Management Team.
bers of the company and of the company’s significant share-
holders. Based on this evaluation, the majority of the Board INCENTIVE SCHEMES
members are independent of the company and two of the Board
members representing this majority are independent of the Bonus program
company’s significant shareholders. The Company has a salary-based bonus program for its employees.
The Board decides on the application of the bonus program.
Based on the evaluation:
• the following Board members are independent of the Remuneration payable on the basis of the incentive scheme,
depending on the employee’s position, may vary between 5 and
company: Mats Heiman, Peter Hofvenstam,
Andreas Tallberg and Jorma Terentjeff 60 per cent of the employee’s regular annual salary. The
• the following Board members are independent of the payment of the remuneration in accordance with the incentive
scheme is tied, in a manner depending on the given personnel
company’s significant shareholders: Andreas Tallberg,
Jorma Terentjeff and Kari Vuorialho. group, to the meeting of goals set in advance and related to the
Company, the business processes central to the job description
MANAGING DIRECTOR of a given employee and the given employee.
The Managing Director, in Salcomp referred to as the President and
Option program
CEO, is responsible for the day-to-day management of the company
in accordance with the instructions and rules given by the Board of The AGM 2007 decided to issue, in accordance with the Board’s
Directors, also ensuring that the accounting of the company comp- proposal, stock options to key personnel of the Group. The
lies with the law and that the financial management of the compa- maximum total number of stock options 2007 issued is
ny has been arranged in an appropriate manner. 2,047,500 and they entitle their holders to subscribe for a
maximum of 2,047,500 new shares in Salcomp Plc. At the
The Managing Director presents the matters to be discussed at end of 2007, a total of 610,000 option rights 2007A were in
Board meetings and is responsible for preparing draft resolutions. the holding of Salcomp’s key personnel.
The Managing Director may, at his discretion, choose to appoint
another member of the Group’s Management Team to present a The conditions of the option program can be found on the
matter at a Board meeting or to prepare a draft proposal. company’s homepage at www.salcomp.com – Investors – Share
Information. Information on option rights is also provided in the
The Board of Directors elects the Managing Director and deci- Notes to the Financial Statements.
des on the remuneration and other terms of the Managing
Director’s contract. The terms of duty of the Managing Director
have been agreed upon in writing. The Managing Director is
elected until further notice.
36 Corporate Governance
Corporate Governance 37
board of directors
38 Corporate Governance
management team
Markku Hangasjärvi, born: 1966 Niilo Oksa, born: 1948 Markku Saarikannas, born: 1956
Education: M.Sc. (Electrical Engineering) Education: M.Sc. (Pol.) Education: LL.M., trained on the bench
Position at Salcomp: President and CEO since 2006 Position at Salcomp: Vice President, Human Position at Salcomp: Vice President, Strategic Planning
Relevant work experience: President and CEO of Efore Resources since October 2007 since 2005
Plc 2001–2006, Vice President, Thermal Power Relevant work experience: Managing Director of Relevant work experience: CFO at Salcomp
Business Unit of Fortum Engineering Ltd 2000–2001, Oy JL-Outsourcing Ab 2005–2007, Private Advisor 2001–2005, Director at Fleming Aros/ArosMaizels
Vice President, Marketing of Fortum Engineering Ltd 2004–2005, Senior Vice President, HR and investment banking operations 1998–2001, Director
1996–2000, Regional Director, Russia and other CIS Administration of Eimo Corporation and CEO of at ABN Amro Bank N.V. 1995–1998 and various
Countries of IVO International Ltd 1993–1996, Eimo Americas 2000–2004, Executive Vice President, expert and leading positions at the Union Bank of
Managing Director of Finnish Energy Conservation HR and Administration at Neste and Fortum Finland Group and Postipankki Group 1980–1995
Group 1992–1996, Corporate Planner of Imatran Corporations 1985–2000, Head of Department in Relevant present positions of trust: –
Voima Ltd 1991–1992 The Employer’s Federation (Ship owners) 1974–1985 Holding in Salcomp Plc: 11,797 shares
Relevant present positions of trust: – Relevant present positions of trust: – Option rights: 25,000 option rights 2007A
Holding in Salcomp Plc: – Holding in Salcomp Plc: –
Option rights: 60,000 option right 2007A Option rights: 25,000 option right 2007A Antti Salminen, born: 1963
Education: M.Sc. (Econ.)
Päivi Luoti, born: 1962 Antero Palo, born: 1961 Position at Salcomp: CFO since 2005
Education: M.Sc. (Econ.) Education: MBA Relevant work experience: independent consultant
Position at Salcomp: Communications Manager Position at Salcomp: Vice President, 2004–2005, CFO of Raisio plc 2002–2004,
since 2006 Sales & Marketing since 2005 CFO of Teleste Oyj 1997–2002 and various financial
Relevant work experience: Information Officer in Relevant work experience: CEO of Salcomp’s Brazilian management positions at KCI Konecranes
Raisio plc Corporate Communications 1998–2006, Sales Company 2001–2005, leading positions in International Oyj 1988–1997
various communications and marketing positions Sales and Marketing at Finnair Oyj 1989–2001 Relevant present positions of trust: –
in Raisio plc 1987–1998 Relevant present positions of trust: – Holding in Salcomp Plc: 15,501 shares
Relevant present positions of trust: – Holding in Salcomp Plc: 1,503 shares Option rights: 35,000 option right 2007A
Holding in Salcomp Plc: 2,000 shares Option rights: 35,000 option right 2007A
Option rights: 15,000 option right 2007A
Juha Raussi, born: 1963
Osmo Oja, born: 1947 Education: Engineer In 2007, the Management Team also comprised
Education: B.Sc. (Mechanical Engineer) Position at Salcomp: Vice President, Juha Samsten and Heikki Turtiainen.
Position at Salcomp: Vice President, Research and Development since 2006 Shareholding of the Salcomp Management Team
Global Operations since 2003 Relevant work experience: Senior Manager of on 31 December 2007.
Relevant work experience: leading positions at technology development at Nokia Corporation
Salcomp, amongst others in production, logistics 2004–2006, R&D Manager in Nokia Mobile Phones
and material operations 1994–2003, leading 1997–2004, various R&D positions at Nokia
positions at Nokia Cable Harness 1980–1994 1987–1997
Relevant present positions of trust: – Relevant present positions of trust: –
Holding in Salcomp Plc: 78,230 shares Holding in Salcomp Plc: -
Option rights: 35,000 option right 2007A Option rights: 35,000 option right 2007A
Corporate Governance 39
The Group’s net finance expenses were EUR 3.2 million (EUR 4.3 Environment and Quality
million). Finance expenses were decreased by a smaller amount The management of Salcomp’s environmental and quality issues
of debt. The finance items include EUR 0.7 million income, is based on the Group’s environmental and quality policies, devel-
resulting from currency differences related to intra-group loans. opment programs and guidelines, as well as its risk management
Taxes for the period totaled EUR 4.3 million (EUR 3.6 million). policy. The focus in the management of environmental and quality
They include a deferred tax of EUR 3.0 million (EUR 3.0 million), issues is to minimize and prevent the effects on the environment
resulting from the parent company’s tax-deductible goodwill and people.
amortization.
The total amount of harmful chemicals used in production is
Salcomp’s profit for the period totaled EUR 18.3 million (EUR 7.6 small, and no harmful emissions are caused by the processes.
million). Earnings per share were EUR 0.47 (EUR 0.20) and
earnings per share, excluding the deferred tax, EUR 0.54 (EUR The Group’s production plants are ISO 14001 and ISO 9001 certi-
0.28). Basic earnings per share were EUR 0.47. fied. In addition, Salcomp has the environmental permits required
for its operations.
R&D
In addition to Salcomp’s own quality and environmental control,
During the financial year, the Group’s R&D expenditure was EUR customers and authorities regularly conduct quality and environ-
4.8 million (EUR 5.4 million), or 1.7% of net sales (2.1%). Over mental audits, and the results of the audits are used for constant
the year, an average of 110 people was working in R&D. The development of the processes.
focus was on the development of new mobile phone chargers for
current and new customers and on the continued improvement of
the product cost structure. Personnel and Management Team
The number of Group personnel at the end of the year totaled
In the autumn, Salcomp introduced to the market a new Cosmo 9,722 (7,910): 6,815 were employed in China, 1,586 in Brazil
charger product platform that enables charging mobile phones and 1,253 in India. The increase in the number of personnel was
and other mobile devices with a USB cable. The USB standard- mostly due to the start-up of the India plant and increased pro-
based chargers open new opportunities for Salcomp to expand its duction volumes.
customer base beyond the mobile phone charger segment.
42 Financial Statements
During the financial year, the Salcomp share price fluctuated In accordance with the Board’s proposal, the AGM decided to pay
between EUR 2.63 and EUR 5.03. The closing price at the end of dividend of EUR 0.06 per share. The dividend was paid out on
the year was EUR 3.92 and the average price EUR 3.76. Share 12 April 2007.
trade amounted to EUR 72.1 million and 19.0 million shares.
According to the book-entry system, Salcomp had 1,210 share- The AGM decided to leave the composition of the Board of Direc-
holders at the end of the year. The foreign ownership was 60.3%, tors unchanged. Thus, the Members of the Board of Directors
and the market value for the total number of shares EUR 153 were Kari Vuorialho as its Chairman, Jorma Terentjeff as Vice
million. Chairman, as well as Panu Halonen, Timo Leinilä, Petri Myllyneva
and Andreas Tallberg. The AGM decided that the remuneration for
On May, 2007, DWS Investment GmbH, a subsidiary of Deutsche the Board of Directors also remained unchanged.
Bank AG, announced that its holding of Salcomp Plc’s shares and
voting rights had decreased to less than 5%. At the time of the The Authorized Public Accountants KPMG Oy Ab continued as the
announcement, DWS Investment GmbH held 1,755,000 shares, Company auditor.
corresponding to 4.5% of Salcomp’s shares and voting rights.
Based on the Board of Directors’ proposal, a decision was made
EQT II B.V., acting on behalf of EQT II Swedish Non-Registered to amend the Articles of Association to better comply with the
Partnership, and Nordstjernan AB announced on 25 June 2007 new Companies Act, valid from 1 September 2006.
that they had signed a sale and purchase agreement under which
EQT sold 11,653,581 Salcomp shares to Nordstjernan. In The AGM authorized the Board of Directors to decide on offering a
addition, Nordstjernan had the option to acquire the remaining maximum of 8,000,000 new shares for subscription. The authori-
shares held by EQT and Nordstjernan used the option on 16 zation is valid until 30 June 2008. The authorization has not been
August 2007. After the relevant authority approvals had been used.
received, the acquisition was completed on 12 September 2007.
After this, Nordstjernan owned 20,382,131 Salcomp shares The AGM decided, in accordance with the Board’s proposal, to
which corresponded to 52.3% of the share capital and votes. reduce the premium fund on the Parent Company’s balance sheet
EQT’s holding decreased to zero. on 31 December 2006 by transferring the total amount of the pre-
mium fund, EUR 23,690,992.21, into the Company’s invested un-
restricted equity. The realization of the decision was completed in
August 2007.
Financial Statements 43
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
2003 2004 2005 2006 2007
44 Financial Statements
250 250
200 200
150 150
100 100
50 50
0 0
2003 2004 2005 2006 2007 2003 2004 2005 2006 2007
FAS IFRS IFRS IFRS IFRS
25
0.4
20
15 0.2
10
0
5
–5
–0.4
–10
–0.6
–15
–20 –0.8
2003 2004 2005 2006 2007 2003 2004 2005 2006 2007
FAS IFRS IFRS IFRS IFRS FAS IFRS IFRS IFRS IFRS
% %
40 30
35 25
20
30
15
25
10
20 5
15 0
–5
10
–10
5
–15
0 –20
2003 2004 2005 2006 2007 2003 2004 2005 2006 2007
FAS IFRS IFRS IFRS IFRS FAS IFRS IFRS IFRS IFRS
Financial Statements 45
Attributable to 9
Equity holders of the parent 18 268 7 629
Earnings per share for profit of the year attributable to the equity holders of the parent:
Basic earnings per share 9 0.47 0.20
46 Financial Statements
assets
Non-current assets
Property, plant and equipment 10 24 808 20 139
Goodwill 11, 12 66 412 66 412
Other intangible assets 11 481 229
Deferred tax assets 13 3 184 3 023
94 885 89 803
Current assets
Inventories 14 24 114 21 918
Trade and other receivables 15 48 475 54 923
Cash and cash equivalents 16 14 611 7 845
87 200 84 686
Non-current liabilities
Deferred tax liabilities 13 12 075 8 915
Interest-bearing liabilities 20 28 542 43 797
Provisions 19 40 40
40 657 52 752
Current liabilities
Trade and other payables 21 63 382 60 351
Interest-bearing current liabilities 20 9 405 8 405
72 787 68 756
Financial Statements 47
48 Financial Statements
Financial Statements 49
50 Financial Statements
Financial Statements 51
52 Financial Statements
Financial Statements 53
At the date of the financial statements, the Group had no such Accounting policies requiring the management’s
probable warranty obligations that would have qualified for
recognition as a warranty provision.
judgement and key sources of estimation uncertainty
Management judgements made in the application of the account-
Contingent liability is a contingent obligation caused by past ing policies of the Group that have major impact on figures in the
events. This obligation will realize, when the uncertain trans- financial statements relate to impairment testing and deferred tax
action, not controlled by the Group, will occur. Also an obligation receivables.
which probably does not require a cash settlement or on which
the value cannot be reliably estimated will be treated as a contin- Goodwill and unfinished intangible assets are tested annually for
gent liability. A contingent liability is presented in the notes. impairment and indications of impairment are assessed as a part
of the management’s monthly business follow-up. Recoverable
amounts of the cash generating units are based on value-in-use
Leases
calculations. Preparation of these calculations requires the
Leases are accounted for as finance leases in accordance with management to make judgements.
IAS 17 Leases, when the lease transfers substantially all the risks
and rewards incidental to ownership to the Group. A deferred tax asset is recognized to the extent that it is probable
that taxable profit will be available against which the unused tax
In an operating lease, substantially all the risks and rewards are losses can be utilized. The recognition of deferred tax assets is
retained by the lessor. Rental payments under operating leases based on the calculations of the expected future profits. Prepara-
are recognized as other operating expenses on a straight-line tion of such calculations requires the management to make
basis over the lease term. judgements.
54 Financial Statements
Financial Statements 55
Salcomp Group’s primary reporting segments are business segments and secondary reporting segments are geographical segments.
These segments are based on the Group’s internal reporting and organisational structure.
Business segments
Salcomp Group operates in the markets of power supplies for mobile electrical and electronic equipment. The power supplies include
batteries, rechargeable batteries and chargers for them as well as kinetic power supplies, photocells and fuel cells. The Group’s main
market area is the mobile telecommunication devices. In practice the rechargeable batteries in this market area are the only power
supply which is integrated to the device. The primary reporting segments of the Group consist of chargers that are used to charging
these rechargeable batteries. The Group’s products’ profitability or risks do not differ from each other and so the Group does not
monitor product-specific risks or profitability.
The customer profitability has the strongest effect on the Salcomp Group’s risks and profitability. Because Salcomp operates globally the
contracts with the customers are done globally. The location of the production is chosen on the grounds of what is the most expedient
at the time, taking account of the production capacity and the geographical location of a global customer. The Group management does
not monitor the profitability of the geographical segments.
Geographical segments
Secondary geographical segment is divided into three geographical areas:
• Europe
• Asia-Pacific
• North and South Americas
In the presenting information on the basis of geographical segments, segment sales are based on the geographical location of the
customers. Segment assets and investments are based on the geographical location of the assets.
Segment assets
Segment assets include items directly attributable to the segment as well as those that can be allocated on a reasonable basis.
Segment assets comprise tangible and intangible assets (including goodwill), inventories and non interest-bearing receivables (trade and
other receivables as well as accrued income and other receivables), as well as cash and cash equivalents.
1 000 e
56 Financial Statements
Losses on disposal of property, plant and equipment and intangible assets and scrapping 12 32
Impairment losses on trade receivables 105 191
Other expenses 0 17
Total 117 240
Intangible assets
Intangible rights 135 90
Total 135 90
The average number of personnel in the Group during the financial year
Financial Statements 57
6. FINANCE INCOME
Interest income 70 38
Exchange gains 888 238
Total 958 276
Items above the operating profit include exchange gains
EUR 6.3 million in 2007 (EUR 5.4 million in 2006).
7. FINANCE EXPENSES
8. INCOME TAXES
Income taxes in Income Statement
Current tax expense –1 352 –290
Tax adjustments for prior years 70 8
Deferred tax expense –2 999 –3 291
Total –4 281 –3 573
Reconciliation of the income tax expense in the Income Statement and the income tax
expense calculated using the Salcomp Group’s domestic corporation tax rate:
Profit before tax 22 549 11 202
Income tax calculated using the parent company’s tax rate (26%) 5 863 2 912
Effect of tax rate in foreign subsidiaries –1 884 –970
Use of previously unrecognised tax losses –558 –582
Effect of unrecognised tax losses utilised 899 2 078
Other items –39 135
Income tax expense 4 281 3 573
Information on the changes in the number of the shares is provided in the note 17
Capital and Reserves.
Profit for the year attributable to equity holders of the parent 18 268 381 7 629 278
Weighted average number of ordinary shares outstanding during the financial year 38 975 190 37 808 067
Basic earnings per share (e/share) 0.47 0.20
Diluted earnings per share, EUR:
Equity holders of the parent 18 268 381
Weighted average number of ordinary shares outstanding during the financial year 38 975 190
Dilution effect of option rights to the number of shares 82 629
Diluted weighted average number of shares 39 057 819
Diluted earnings per share (e/share) 0.47
Information on the incentive program is presented in the note 18.
58 Financial Statements
Accumulated depreciations and impairments January 1, 2007 –2 502 –38 007 –1 944 –42 452
Depreciation charge for the year –78 –4 111 –482 –4 671
Disposals and transfers between classes 6 993 6 993
Exchange difference 134 76 210
Accumulated depreciations and impairments December 31, 2007 –2 580 –34 991 –2 350 –39 921
Accumulated depreciations and impairments January 1, 2007 –2 464 –34 946 –1 564 –38 974
Depreciation charge for the year –38 –4 694 –446 –5 178
Disposals and transfers between classes 1 205 1 205
Exchange difference 428 66 494
Accumulated depreciations and impairments December 31, 2006 –2 502 –38 007 –1 944 –42 452
*The Group owns of a property located in Kemijärvi, Finland. The property comprises production areas and office premises. The property has
been partly unoccupied from the early 2004. The carrying amount of the property is EUR 0.8 million December 31, 2007 (EUR 0.9 million
December 31, 2006). The Group has no intention to use these facilities in production, but the property can not yet be classified as an asset
held for sale. The property has not been classified as an investment property as the Group has no intention to keep the property as a
non-current asset nor to gain rentals for capital appreciation. The carrying amount of the property does not exceed its fair value at the end of
year 2007.
Financial Statements 59
60 Financial Statements
For the purposes of impairment testing according to IAS 36 Impairment of Assets, goodwill has been allocated to the geographical segments of
Europe and Asia-Pasific. The goodwill was not allocated to other segments as the goodwill relates to the functions in Finland and China. The
aggregate goodwill amount totalled EUR 66.4 million at December 31, 2007. The amount has not changed since the previous balance sheet
date.
The assets of the cash-generating units December 31, 2007 were as follows:
2007 2006
The assets on test of which goodwill The assets on test of which goodwill
In the impairment testing of the goodwill the recoverable amount of the business segments is based on value in use calculations, which have
been calculated based on forecast discounted cash flows. Those calculations use cash flow projections based on actual operating profit and
the five-year plans approved by the Group management. Cash flows for further periods beyond five years are extrapolated using an estimation
of uniform 1.5% growth rate. From the Group management’s point of view, this growth rate is consistent with the business development of the
Group at a long-term forecast period for the industry. This growth rate has been used for all units. The discount rate used in the calculations
is pre-tax WACC; 10.4% in Europe and 13.3% in China. Based on the test there is no need for impairment of the goodwill. Besides the good-
will the Group has not other intangible assets that have indefinite useful lives.
From the Group management’s point of view, a reasonably estimable possible change in any key parameter used in the calculations would
not cause the segment’s carrying amount to exceed its recoverable amount.
Financial Statements 61
At December 31, 2007 the parent company had tax loss carry forwards totalling EUR 38.3 million (EUR 45.9 million in 2006). Additionally the
parent company has postponed depreciations (in taxation) totalling EUR 13.6 million. Deferred tax assets have been recognised amounting to
EUR 2.8 million due to uncertainty of utilisation of the tax loss carry forwards. These tax losses carry forwards expire in 2013–2015.
Deferred tax liabilities comprise mainly of goodwill amortisation in the financial statements of the parent company.
The change in deferred tax liabilities recognised in equity during 2006 is included in the transaction cost related to the share issue. These
transaction costs have been recorded a deduction of equity and are included in the share issue.
62 Financial Statements
14. inventories
The carrying amount of the inventories was reduced by recognising an impairment loss amounting to EUR 2.2 million (EUR 1.5 million in 2006)
to comply with the net realisable value of the inventories.
In 2007 or in 2006 the total value of inventories does not include reversals of previously recognised impairment losses.
During the current financial year the Group has written down receivables totalling EUR 0.1 million (EUR 0.2 million in 2006). In addition, a
reversal of previous years write downs of receivables is totalling EUR 0.2 million. The carrying amounts represent best its maximum credit risk
exposure at the balance sheet date, without taking into account of the fair value of any collateral, in the event of other parties failing their
obligations under financial instruments.
The material items included in accrued income and deferred expenses relate to advance payments paid to the subcontractors, EUR 0.8
million at the end of 2007 (EUR 1.9 million at the end of 2006). There are hedging instrument accruals EUR 0.4 million at the end of the
financial year (EUR 0.1 million at the end of 2006). In addition accrued income and deferred expenses include a EUR 3.1 million deposit
relating to taxation recognised in the Manaus company (EUR 2.9 million in 2006).
Cash and cash equivalents in the statement of cash flows are as follows:
Financial Statements 63
Transfer from premium fund to invested unrestricted equity 22 035 –22 035 0
December 31, 2007 38 975 9 833 0 22 035 0 31 868
According to the Salcomp Plc’s Articles of Association, the company has one serie of shares. At December 31, 2007 the number of shares
issued and fully paid was 38,975,190 pieces.
At December 31, 2007 the shares owned by the members of the Board, CEO and the Management team totalled 650,607 pieces (877,017
pieces at December 31, 2006). Additionally, stock options owned by related party totalled 265,000 pcs at year-end.
At the Annual General Meeting in March, the Articles of Association were amended so, that the share capital and the number of shares can be
increased or decreased without amending the Articles of Association. This amendment has been registered to the Trade Register at April 23,
2007.
The Annual General Meeting authorized the Board of Directors to decide on offering a maximum of 8,000,000 new shares for subscription
through a share issue pursuant to Chapter 9, Section 2 (2) of the Companies Act or by granting options (excluding personnel stock options)
or other special rights entitling to shares referred to in Chapter 10 of the Companies Act. The Board has, based on the authorization, the right
to deviate from the shareholders’ pre-emptive right to subscribe new shares. The authorization is valid until 30 June 2008. This authorization
has not been used.
Transfer of premium fund to invested unrestricted equity has taken place during the year according to Finnish Companies Act.
After the balance sheet date, the Board has decided to propose to the General Meeting of Shareholders a distribution of dividends for 2007 of
EUR 0.15 per share.
64 Financial Statements
During the financial year the Group established an incentive program to the Group key personnel.
As stated in the terms of the incentive program, stock options are granted free of charge.
Incentive program is conditional. Basic terms of the program are presented below.
Outstanding at 1 January 0
Granted during the year 622 500
Forfeited during the year –12 500
Excercised during the year 0
Expired during the year 0
Outstanding at 31 December 610 000
Excercisable at 31 December 0
The fair value has been determined using the Cox-Ross-Rubinstein binomial model.
Expected volatility has been defined based on the historical share price development
of the parent taken into consideration the remaining contractual life of the options.
The fair value of the shares in option program has been based on the quoted share price.
Financial Statements 65
19. provisions
Restructing provision
The restructuring provision comprises the estimated building maintenance costs originated from the unoccupied production facilities located
in Kemijärvi, Finland.
January 1, 2007 40
Provisions made during the year 0
Provisions used during the year 0
Provisions reversed during the year 0
December 31, 2007 40
January 1, 2006 40
Provisions made during the year 0
Provisions used during the year 0
Provisions reversed during the year 0
December 31, 2006 40
Non-current
Loans from financial institutions 28 542 43 797
Total 28 542 43 797
Current
Current portion of non-current loans from financial institutions 9 405 8 405
Total 9 405 8 405
The interest-bearing liabilities are carried at amortised cost. The liabilities are
comprised of floating rate loans denominated in euro, linked to the 3 month
euribor. The loans contains market-based financial and other covenants.
66 Financial Statements
Financial Statements 67
In normal business activities, the Group is exposed to several financial risks. The Group’s objective is to protect the company from changes
occuring in the financial markets and thus to minimize the unfavorable effects on the Group’s profit. The most significant financial risks are
foreign exchange risks, interest rate risks, credit risks and liquidity risks. The general risk management principles are approved by the Board. The
Group Treasury, together with the local companies, is responsible for the implementation in practice.
The exchange rate risk related to subsidiaries’ equity has not been hedged. Currency position is reviewed regurlarly, both currency- and company-
wise.
Even though the derivatives, being the effective hedging instruments, fulfill the requirements of hedge effectiveness defined by the Group Risk
Management, they do not fully meet the hedge accounting requirements set up in IAS 39. After initial recognition, the derivatives are measured
at fair value. Both realized and unrealized gains and losses arising from changes in fair value are recognised through profit or loss as they occur.
Below is presented the net position by currency relating to trade receivables, cash and cash equivalents and trade payables, taking into account
the hedged amount of the currency.
1 000 e
2007
Trade receivables 18 453 369 10 875 11 159 1 853
Cash and cash equivalents 4 947 929 3 171 2 938 2 552 74
Trade payables –17 258 –488 –13 548 –4 310 –1 329 –15 171
Hedging –6 636
Open net position –494 810 498 9 787 3 076 –15 097
2006
Trade receivables 31 447 551 12 971 3 848
Cash and cash equivalents 5 032 754 1 466 261 294 33
Trade payables –18 826 –783 –11 844 –1 259 –18 033
Hedging –3 606
Open net position 14 047 522 2 593 2 850 294 –18 000
Below is presented the effect of 10% change in currency rate to the Group’s profit before taxes related to net currency position.
1 000 e
68 Financial Statements
Even though the derivatives, being the effective hedging instruments, fulfill the requirements of hedge effectiveness defined by the Group Risk
Management, they do not fully meet the hedge accounting requirements set up in IAS 39. After initial recognition, the derivatives are
measured at fair value, both realized and unrealized gains and losses are recognized through the Income Statement as they occur.
The table below presents the effect of a one percentage point change in interest rate to the Group’s profit before taxes related to the Group’s
loan portfolio with variable interest rate.
1 000 e
2007 1 –101
–1 172
2006 1 –230
–1 305
The Group’s loan portfolio is euro denominated.
Financial Statements 69
Credit risk
Group policy determines the credit rating requirements of customers and counterparties of treasury transactions and derivative contracts.
Products are sold only to companies with good credit worthiness. Customer receivables are followed regularly. The counterparties of the
derivative contracts and treasury transactions have a good credit rating. The maximum amount on the Group’s credit risk equals the carrying
amount of the financial assets (note 15).
The tables below present the aging of trade receivables and their geographical distribution.
Geographical distribution
Asia and Pacific Ocean area 21 725 27 197
Europe 5 678 14 341
North and South America 15 307 7 279
Total 42 710 48 817
The clientele is comprised of a few large groups, meaning that trade receivables have significant credit risk concentrations. These groups
have good credit worthiness.
70 Financial Statements
The table below presents the Group’s payment obligations based on the undiscounted cash flows of the contracts.
2007
Interest bearing liabilities 11 414 13 302 12 620 5 164
Other liabilities 1 055
Trade payables 52 104
Total 64 573 13 302 12 620 5 164
2006
Interest bearing liabilities 11 224 11 431 13 549 10 980 12 878 1 159
Other liabilities 2 612
Trade payables 50 745
Total 64 581 11 431 13 549 10 980 12 878 1 159
Financial Statements 71
Financial assets
For financial assets the fair value equals their initial carrying amount as the discounting has no material effect considering the short maturity
of these items.
Financial liabilities
The maturities of all financial liabilities are maximum five years (last repayment in 2011). At the balance sheet date the interest rate of the
interest-bearing liabilities are tied to 3 months market rate. For these liabilities the fair values do not materially differ from their carrying
amounts as the discounting has no material effect and the company-specific risk premium has not materially changed.
The fair values of the financial assets and financial liabilities, which equal to their carrying amounts, are presented in the below table:
Financial assets
Trade and other receivables 15 43 185 43 185 49 021 49 021
Cash and cash equivalents 16 14 611 14 611 7 845 7 845
Interest derivatives 15 204 204 0 0
Currency derivatives 15 173 173 139 139
Financial liabilities
Interest bearing liabilities 20 37 947 37 947 52 202 52 202
Trade and other payables 21 53 159 53 159 53 357 53 357
Interest derivatives 15 0 0 26 26
Non-cash transactions:
Depreciation and amortisation 4 806 5 268
Recognition of option costs 176 0
Total 4 982 5 268
72 Financial Statements
Group as lessee
The Group has leased factory facilities and office premises located in Salo Finland, in China and in Brazil. These leases are classified as
operating leases. The leases run for a period of 3–5 years with an option to renew the lease after that date.
EUR 2.2 million was recognised as lease expense in the income statement in respect of operating leases during the year ended December
31, 2007 (EUR 2.0 million in 2006).
Financial Statements 73
Salcomp Group has related party relationships with the Board members, CEO and with the Management Team.
Management team consists of 7 persons and the CEO.
Group Group
Companies owned by the Group and the parent company Country
holding (%) voting (%)
During the financial period, Salcomp Plc has become a subsidiary of Nordstjernan AB. Salcomp Group has not had related party transactions
with companies belonging to Nordstjernan group.
The number of the parent company’s shares the current key management personnel have sold 69 896 pcs 448 833 pcs
The number of the parent company’s shares the former key management personnel have sold 156 514 pcs 491 756 pcs
Management remuneration
Chairman of the Board Mats Heiman (from September 4, 2007) 10 0
Vice Chairman of the Board Kari Vuorialho (Chairman of the Board until September 4, 2007) 28 94
Members of the Board:
Jorma Terentjeff (Vice Chairman until September 4, 2007) 23 25
Peter Hofvenstam (from September 4, 2007) 7 0
Andreas Tallberg 20 20
Panu Halonen (until September 4, 2007) 13 20
Timo Leinilä (until September 4, 2007) 13 20
Petri Myllyneva (until September 4, 2007) 13 20
CEOs:
Mats Eriksson 78 278
Markku Hangasjärvi 203 30
Total 408 507
There are no pension plans in the Group with terms deviating from the Finnish Employees’ Pension Act.
74 Financial Statements
The target of the Group’s capital management is to support the business by ensuring the normal operational preconditions, as well as to
increase the shareholder value with an objective of the best possible return. The optimal capital structure ensures also lower amount of
capital expenses.
Capital structure is influenced for instance through dividend distribution and share issues. Group can change or adjust the dividend distribution
or the amount of returned equity to the shareholders. Additionally, the number of issued shares can be adjusted. Decisions can also be made
on sales of assets to repay the liabilities.
Group capital structure development is monitored with key figures for example on Net Debt to EBITDA, which is also one of the covenants in
the loan portfolio:
After the balance sheet date no material events that would have effected the Financial Statements presented here have been noticed.
Financial Statements 75
Income taxes 6 0 0
Other direct taxes 6 0 9
Profit for the period 1 591 2 252
76 Financial Statements
assets
NON-CURRENT ASSETS
Intangible assets 7
Intangible rights 52 50
Goodwill 20 880 32 256
Other capitalized long-term expenditure 210 241
21 142 32 547
Tangible assets 8
Land and water areas 20 20
Buildings and constructions 823 860
Machinery and equipment 2 094 3 148
Advances paid and assets under construction 0 119
2 937 4 147
Investments 9
Investments in Group companies 27 740 27 740
CURRENT ASSETS
Inventories
Finished goods 8 960 11 480
Receivables
Non-current 10
Prepaid expenses and accrued income 314 615
Current 11
Trade receivables 18 155 31 092
Receivables from Group companies 32 177 13 239
Other receivables 454 191
Prepaid expenses and accrued income 1 648 2 417
52 434 46 940
SHAREHOLDERS' EQUITY 12
Share capital 9 833 9 833
Premium fund 0 23 691
Invested unrestricted equity 23 691 0
Profit (loss) from previous financial years 10 421 10 508
Profit (loss) for the period 1 591 2 252
45 536 46 284
LIABILITIES
Non-current 13
Loans from financial institutions 28 890 44 500
Current 14
Loans from financial institutions 9 500 8 500
Advances received 6 583
Trade payables 4 793 1 042
Payables to Group companies 26 700 26 236
Other payables 160 184
Accrued expenses and deferred income 1 606 1 429
42 765 37 974
Total shareholders' equity and liabilities 117 191 128 758
Financial Statements 77
Net change in cash and cash equivalents, increase (+)/decrease (–) –1 624 986
Cash and cash equivalents at the beginning of the financial year 5 288 4 302
Cash and cash equivalents at the end of the financial year 3 664 5 288
78 Financial Statements
Financial Statements 79
Personnel expenses
Wages and salaries 5 112 4 746
Pension expenses 850 835
Other indirect employee expenses 323 624
Total 6 285 6 205
80 Financial Statements
The item "Interest and financial income" includes exchange rate losses (net) 55 170
6. INCOME TAXES
Financial Statements 81
1 000 e
Accumulated amortisation and impairment losses January 1, 2007 1 424 82 091 654 84 169
Accumulated depreciation on deductions –27
Amortisation for the year 14 11 375 48 11 437
Accumulated amortisation and impairment losses December 31,
1 438 93 466 675 95 579
2007
Accumulated depreciation and impairment losses January 1, 2007 0 2 501 28 974 0 31 475
Disposals and transfers 0 0 –3 965 0 –3 965
Depreciation for the year 0 37 1 150 0 1 187
Accumulated depreciation and impairment losses December 31, 2007 0 2 538 26 159 0 28 697
82 Financial Statements
Prepaid expenses and accrued income from other Group companies 314 615
Non-current receivables, total 314 615
Current receivables
Trade receivables 18 155 31 092
Financial Statements 83
UNRESTRICTED EQUITY
Invested unrestricted equity January 1 0
Increase in invested unrestricted equity August 6, 2007 23 691
Invested unrestricted equity December 31 23 691
2007 2006
Shares (1 vote/share) 38 975 190 9 832 735 38 975 190 9 832 735
84 Financial Statements
Non-current loans
Loans from financial institutions 28 890 44 500
Total 28 890 44 500
Current loans
Loans from financial institutions 9 500 8 500
Advances received 6 583
Trade payables 4 793 1 042
Wages and salaries including employer contributions to social security 1 521 1 279
Interests 6 11
Other 79 139
Total 1 606 1 429
Financial Statements 85
Contingent liabilities
Lease liabilities
Payable during the next financial year 75 79
Total 75 79
Derivative contracts
Nominal value of currency options 9 500 4 750
Market value of currency options 173 41
Nominal value of interest rate options 15 000 15 000
Market value of interest rate options 95 56
Nominal value of interest rate swap contracts 14 105 15 000
Market value of interest rate swap contracts 109 45
86 Financial Statements
Average number of personnel during the financial year 8 622 7 567 5 612 4 091 2 454
Number of shares at the end of the period 38 975 190 38 975 190
Average number of shares 38 975 190 37 808 067 32 839 450 32 660 610 30 286 730
Diluted weighted average number of shares 39 057 819
* Board’s proposal
Financial Statements 87
Return on capital employed (%) Profit before taxes + interest charges and other financial costs
x 100
Balance sheet total – non-interest-bearing debt (on average)
88 Financial Statements
We conducted our audit in accordance with Finnish Standards on Auditing. Those standards require that we perform the audit to obtain
reasonable assurance about whether the report of the Board of Directors and the financial statements are free of material misstate-
ment. An audit includes examining on a test basis evidence supporting the amounts and disclosures in the report and in the financial
statements, assessing the accounting principles used and significant estimates made by the management, as well as evaluating the
overall financial statement presentation. The purpose of our audit of the administration is to examine whether the members of the Board
of Directors and the Managing Director of the parent company have complied with the rules of the Companies Act.
In our opinion the report of the Board of Directors has been prepared in accordance with the Finnish Accounting Act and other applicable
Finnish rules and regulations. The report of the Board of Directors is consistent with the consolidated financial statements and
the parent company’s financial statements and gives a true and fair view, as defined in the Finnish Accounting Act, of the result of
operations and of the financial position.
The consolidated financial statements and the parent company’s financial statements can be adopted and the members of the Board of
Directors and the Managing Director of the parent company can be discharged from liability for the period audited by us. The proposal by
the Board of Directors regarding the disposal of distributable funds is in compliance with the Companies Act.
Tapio Raappana
Authorized Public Accountant
Financial Statements 89
90 Glossary
Glossary 91
92
Kemijärvi
Salo
Lund
Chicago
Leesburg
Seoul
Shenzhen
Manaus
Chennai
São Paulo
HEADQUARTERS
Salcomp Plc
P.O. Box 95, Salorankatu 10 Headquarters
FI-24101 Salo, Finland
Tel. +358 201 875 511 Production
Fax +385 201 875 450 Sales office
Domicile Salo, Finland
Business ID 1509923-4 Sales representative
93