050617-04 Arsrapport -04 GB
Transcription
050617-04 Arsrapport -04 GB
r e p o r t 2004 a n n u a l Contents 2004 3 Company profile 4 Key Figures and financial ratios 5 Annual Report Directors' report 6 Profit and loss account 10 Balance sheet 11 Cash flow analysis 12 Notes 13 Auditors' report 22 The product groups 23 Corporate structure 27 Financial calendar 2 1. Quarter report 2005 10. May 2005 General Meeting 10. May 2005 2. Quarter report 2005 30. August 2005 3. Quarter report 2005 27. October 2005 4. Quarter report 2005/Interim profit 17. February 2006 2004 Turnover The consolidated turnover for the Hjellegjerde® Group totalled NOK 494.0 million against NOK 420.3 million in 2003. Results The consolidated operating profit for the year was NOK 22.3 million against NOK 16.4 million for the previous year, an improvement of NOK 5.9 million. The operating margin was 4.5% against 3.9% in 2003. Profit before tax for 2004 was NOK 13.1 million against NOK 11.3 million for the previous year. Reorganisational Work The company concluded an extensive process of structural reorganisation in 2004. The company has achieved significant rationalisation and efficiency enhancement gains by specialising its four production facilities so that the production units each focus on one of the company’s four product lines. This will enable the company further to strengthen its international position and improve its existing competitive advantages in terms of product concepts, production facilities and logistics systems. Share Issue In September 2004, the company implemented a preferential public share issue of NOK 25.5 million with the issue of 750,000 shares of NOK 34.00. The object of the increase in share capital was twofold. It will be necessary for the company to increase its investments in market activities in order to meet its strategic objectives in the short term. The company will increase the marketing of its priority product lines. This will include focusing on brand-building activities for Northern Comfort® and investments in studio solutions on priority markets. Furthermore, the company is to continue its work to optimise the value chain for Northern Comfort®, especially for the factory in Sykkylven. Investments in rationalisation and quality improvements have partially been made, including through a new wholly automated finishing plant. Organisational and Structural Changes In the past year, Hjellegjerde has commenced a systematic brand-building process based on the Group’s new brand strategy. Under this strategy, Hjellegjerde’s defined product lines and Hjellegjerde as a corporate brand are to be established and knowledge and recognition of the product lines and brands are to be increased over time. Tactical brand building and accompanying investments will be a target area in the future. The brand building is to be supported by, among other measures, the establishment of more studio solutions with dealers on the main markets and by own training programmes for salespersons in the shops. The Northern Comfort® product line will be given special priority both nationally and internationally. The company has strengthened its internal resources in this area. In the course of 2004, Hjellegjerde® France SARL has been redefined from a “representation office” to a profit centre with independent reporting responsibility. Hjellegjerde®’s defined product lines will be introduced in the USA, supported by marketing and brand building that are more in conformity with this. Hjellegjerde USA Inc. has acquired a new management as well as better sales and administrative support. As from 2005, the Scansit® Collection will have more selective distribution with greater focus on volume per customer. As at the year-end, the Hjellegjerde® Group had 574 employees, equal to 498 man-years. In comparison, the Group had 551 employees and 492 man-years as at 31.12.2003. Market Focusing The company priorities the work aimed at focusing on and preparing its four product lines for the markets. The company’s overall objective and strategy are to utilise the growth potential of the company’s internationally oriented product lines – Northern Comfort®, Modi® and Scansit®. The Hjellegjerde® Collection (sofas and recliners) is aimed at the Nordic markets and will be developed and adapted to the Northern Comfort® Collection. 3 2004 c o m p a n y p r o f i l e Vision Hjellegjerde® aims to be a leading, innovative supplier of Nordic furniture concepts. The market is to experience Hjellegjerde as the most exciting, innovative supplier of holistic furniture concepts with a clear Nordic touch. Our insight into Nordic lifestyle and culture and our ability to communicate this clearly through our furniture design must be our signature. Mission Hjellegjerde®’s mission is to meet quality-minded consumers’ requirements for functional and comfortable seating furniture of high-quality design, rooted in Nordic furniture design traditions. The products must be based on holistic and conceptual solutions that provide added value in terms of seating comfort and quality. Brand knowledge is to provide certainty and added value for the customer. Through the Group’s new brand strategy, Hjellegjerde will establish and increase knowledge and recognition of defined product lines and Hjellegjerde as a corporate brand over time. Tactical brand building and accompanying investments will be a target area in the future. The competence in strategic marketing and product development will be concentrated and localised in Norway and with product development competence where this is found to be expedient. Hjellegjerde®’s objective is to carry on furniture production based on knowledge, technology and the local network in Sunnmøre. Hjellegjerde® operates four specialised production units, each specialising in one of the four prioritised product lines: 1. In Sykkylven for the Northern Comfort® product line 2. In Stordal for Modi® 3. In Lithuania for the Hjellegjerde® Collection – sofas and related chairs adapted to the Scandinavian markets 4. In Thailand for the Scansit® Collection Hove Møbler AS will be a specialised centre of competence for the development and production of laminates – primarily for use in the Group’s own product groups, but also as a quality supplier to other manufacturers. The Company 71.5% of the turnover goes to markets outside Norway. A schematic chart of the corporate structure and organisation is found on page 27. The Business Activities The business activities in Hjellegjerde® are divided into the following four product areas: • Northern Comfort® • Scansit® • Modi® • Hjellegjerde® Collection Further information about product areas, corporate structure and organisation is found on pages 22–26. Financial Targets Hjellegjerde®’s objective is to ensure returns for its owners through profitable operations and by securing earned values. The long-term financial targets are as follows: A return on total assets of 17%. An operating margin of 10%. A pre-tax profit margin as a percentage of turnover of 8%. Liquidity reserves equal to 10% of the turnover. In addition to the financial targets, Hjellegjerde® has a target that service costs are to constitute less than one per cent of the turnover. 4 2004 k e y f i g u r e s a n d f i n a n c i a l The Group r a t i o s 2004 2003 2002 2001 2000 Turnover Export mill. kr mill. kr 494,0 350,8 420,3 281,8 430,2 273,6 399,9 266,3 417,8 249,8 Operating profit/loss Operating margin mill. kr 22,3 4,5 % 16,4 3,9 % 2,8 0,7 % -6,1 -1,5 % 15,3 3,7 % Profit/loss before tax Return on equity before tax Profit margin (% of turnover) mill. kr % 13,1 9,0 % 2,7 % 11,3 8,8 % 2,7 % -12,5 -8,9 % -2,9 % -18,4 -11,5 % -4,6 % 5,3 3,4 % 1,3 % Equity capital Equity ratio (% of total assets) mill. kr 159,3 49,2 % 132,9 43,4 % 123,7 41,2 % 157,7 43,4 % 160,7 48,9 % Number of employees 31.12 574 551 526 717 736 Number of man-years 498 492 449 613 634 11,9 15,5 7,6 15,7 9,3 16,5 12,7 15,6 18,3 13,3 995 1021 1020 1061 1065 Investments Depreciation mill. kr mill. kr Number of shareholders Turnover Operating profit/loss Omsetning 494,0 417,8 430,2 399,9 420,3 Driftsresultat 22,3 16,4 15,3 2,8 2000 2001 2002 2003 2004 2000 2001 2002 2003 123,7 132,9 2002 2003 2004 -6,1 Number of employees (asansatte at 31.12) Antall 736 Equity capital (book) 717 526 551 574 160,7 2000 2001 2002 2003 2004 2000 159,3 157,7 2001 2003 5 2004 D i r e c t o r s ' r e p o r t The Hjellegjerde® Group can report a consolidated operating profit of NOK 22.3 million for 2004, which is an improvement of NOK 5.9 million compared with the previous year. The operating margin was 4.5% against 3.9% in 2003. Net financial costs amounted to NOK 9.2 million against NOK 5.1 million in 2003, making the profit before tax NOK 13.1 million against NOK 11.3 million in 2003. The improvement in profit in 2004 is primarily due to increased production volume and improved production efficiency. The share of payroll costs and social security contributions as a percentage of turnover is 22.9% in 2004, which is 1.5 per cent lower than in 2003. The commodity markets were turbulent in 2004, and Hjellegjerde® had to accept heavy price increases on both steel and metal components, foam and some other raw materials. With such a trend, the cost of sales represents the greatest challenge for the company’s earnings scenario in the future. Hjellegjerde® is working hard to compensate for this development by finding alternatives and by improving the utilisation of Hjellegjerde®’s international presence. A stronger Norwegian krone is having a negative impact on the cost of sales and on the profit in the short term. Hjellegjerde® will implement price adjustments on several markets to adjust its margins and foreign currency exposure on the various markets. 2004 was characterised by the focus on the Northern Comfort® Collection. The Hjellegjerde® Group generated a consolidated turnover of NOK 494 million in 2004, an increase of 17.5% compared with the previous year. The growth is primarily attributed to the Northern Comfort® product line, which saw an increase in turnover of 42% in 2004 compared with 2003. This means that Northern Comfort® constitutes 51% of the Group’s total consolidated turnover. The Northern Comfort® Collection was given priority in connection with the share issue in September 2004. Marketing activities are to be increased for all the product lines, but there will be special focus on brand-building activities for Northern Comfort® with accompanying investments in studio solutions on prioritised markets. In addition, the work to optimise the value chain for Northern Comfort® will be continued. Investments in rationalisations and quality improvements have been implemented, including through 6 a new wholly automated finishing plant in Sykkylven. The other product lines have had the following good rates of growth: 10% increase in turnover for the Modi® Collection and a rate of growth of 8% for the Hjellegjerde Collection®. The exception is Scansit®, which shows a decrease of NOK 5.9 million (-6.5%) in 2004 compared with 2003. The principal reason for this is that priority was given to Northern Comfort® models in marketing campaigns during 2004, whereas the Scansit® models were given marketing priority in 2003. In the course of 2004, Hjellegjerde® France has become an independent unit with independent reporting responsibility. Hjellegjerde®’s defined product lines will be introduced in the USA, supported by marketing and brand building that are more in conformity with this. Hjellegjerde USA Inc. has a new sales and administrative management as from 1.1.2005. The Board of Directors and the management will continuously focus on improving and optimising the basis for efficient and profitable operations by phasing out unprofitable products, reducing the number of product variants and basic models and adjusting the capacity of the Group’s specialised units. Improvement measures have, in particular, been initiated for the Northern Comfort® product line. DEVELOPMENT IN PROFIT The development in operating profit in recent years shows a positive trend, but the overall profit performance is still not satisfactory. Various measures aimed at improving the profit performance were implemented in the course of 2004. Operating result MNOK 14 2003 2004 13,2 13 12 11,4 11 10 9 8 7 From 2005, the Scansit® Collection will be marketed on the basis of more selective distribution than previously. To a greater extent than previously, Scansit® is to be targeted at customers and distribution channels on a volume basis. 5,7 6 5 4 3 2,4 The process of relocating the whole Hjellegjerde® Collection to the company’s production unit in Lithuania was also concluded during the first half of 2004. After having concluded its reorganisation project, the company has achieved significant rationalisation and efficiency enhancement gains by specialising its four production facilities so that each production unit concentrates on one of the company’s four product lines. Hove Møbler AS is a specialised centre of competence for the development and production of laminates – primarily for use in the Group’s own product groups, but also as a quality supplier to other manufacturers. 1,5 1,3 1 0,2 0 -1 1. kvartal The company has implemented comprehensive reorganisations of its factory units, and this reorganisation project was concluded in 2004. Production of the Scansit® product group was previously divided between Thailand and Norway. During the first half of 2004, all production of Scansit® was relocated to Thailand, and the production unit in Sykkylven has become specialised in the production of Northern Comfort®. 2,3 2 2. kvartal 3. kvartal 4. kvartal DEVELOPMENT IN THE QUARTERS OF THE YEAR The company began the year well with an operating profit of NOK 13.2 million in the first quarter of 2004 against an operating profit of NOK 2.4 million in 2003. The operating margin was 9.7% against 2.2% in 2003. The profit before tax was NOK 11.6 million in the first quarter of 2004 against a loss before tax of NOK 0.5 million for the same period in 2003. This is an improvement in profit, quarter against quarter, of NOK 12.1 million, which is primarily due to growth on the company’s markets, increased market shares and efficiency enhancement in the production units. The operating profit was NOK 1.3 million in the second quarter of 2004, which is somewhat lower than expected. The company phased in a new technical platform for the Northern Comfort® Collection in the second quarter of 2004. Deliveries of the Northern Comfort® Collection with the “Snap System” were commenced in August 2004. Through a “click system”, the Snap System enables the customer to assemble the chairs himself in his own living room or for shop display. The system creates improvements 2004 D i r e c t o r s ' r e p o r t in the product value chain. The packaging volume has been reduced by 35%, which results in cost reductions in freight, stock holding and distribution. The preparations for the launch of the “Snap System” and for deliveries under a new distribution contract for Japan affected the efficiency of the Norwegian production facilities in the second quarter. The changes in product mix and technical platform created bottlenecks in the production of Northern Comfort®. Concentration of the turnover on Northern Comfort® results in an increase in the relative share of cost of sales in the short-term. Underlying growth in steel components also contributes negatively to the share of cost of sales. The operating profit was NOK 5.7 million in the third quarter of 2004 against NOK 2.3 million in the third quarter of 2003. The operating profit was NOK 1.5 million in the fourth quarter of 2004 against NOK 11.5 million in 2003. The operating margin for the quarter was a low 1.0%. Nonbooked cost of sales for the Group’s operations in Lithuania and sales commissions for France and Japan, which should have been booked in the third quarter of 2004, were corrected in the fourth quarter by a total of NOK 3.2 million. The change in operating model in France results in changes in local accounting, and booking of costs in accordance with the Group’s principles results in provisions of NOK 1.3 million being expensed in the fourth quarter. In addition, a reorganisation of Hjellegjerde®’s operations in the USA is also being implemented, and the costs for reorganisation and revised composition of the collections total approximately NOK 2 million. The average stock turnover ratio has been reduced. Total stocks amounted to NOK 65.4 million as at the end of 2004 against NOK 64.8 million as at the end of 2003. There has also been a slight change in total short-term debt. Short-term debt amounted to NOK 88.2 million as at the end of 2004 against NOK 88.8 million as at the end of 2003. Interest-bearing debt was reduced by NOK 35.4 million from NOK 125.5 million as at the end of 2003 to NOK 90.1 million as at 31.12.2004. The liquidity has been satisfactory. Liquidity reserves amounted to NOK 51.5 million as at the year-end (including unused drawing rights). NOK 8.3 million of the long-term debt falls due for payment in 2005. Short-term interestbearing debt consists primarily of the use of drawing rights with the Group’s main banker. The Group’s equity capital amounts to NOK 159.3 million, which is equal to an equity ratio of 49,2%. The work to reduce the company’s tied-up capital has been of central importance in 2004. Assets that are not regarded as necessary for the operation of the company’s core activities have been sold. MARKET DEVELOPMENT The consolidated turnover amounted to NOK 494.0 million in 2004 against NOK 420.3 million in 2003 (+17.5%). Turnover BALANCE SHEET DEVELOPMENT The consolidated balance sheet total has increased by NOK 17,4 million to NOK 323,7 million as at the year-end. The internationalisation of Hjellegjerde® results in increased tied-up capital. Accounts receivable increased by NOK 11.1 million during the year and amounted to NOK 77.3 million as at 31.12.04 as a result of activities on new markets. 2004 160 147,7 134,5 140 120 133,3 109,3 107,1 93,2 100 Hjellegjerde®’s improvement programmes for brand building, marketing material and studio solutions are given priority. The work has been intensified after the implementation of the increase in share capital in the autumn of 2004. The costs are booked on a current basis and represent approximately NOK 3 million in the fourth quarter. 2003 103,7 84,5 80 The export share was 71.5% against 66.8% in 2003. The total inflow of orders for 2004 was 23.4% higher than in 2003. The increase is primarily attributable to the specialisation implemented by the Group and to the phasing out of products that no longer form part of prioritised product lines. The total inflow of orders for Hjellegjerde®’s lounge chair product lines increased by 24% compared with 2003. The inflow of orders has shown a positive development on all markets. The company’s largest markets are Norway, Germany and France. The development on the Norwegian market was good in 2004. More focused distribution with focus on Hjellegjerde Collection® and Northern Comfort® produced results. Hjellegjerde®’s sofa range increased by 20.5% compared with 2003, and Hjellegjerde® increased its market share on this part of the market. The development for Northern Comfort® was excellent with an increase of NOK 10 million (65.7%) compared with 2003. The Modi® Collection increased by 12.5%. The rest of the turnover in Norway of Scansit®, relaxers and, not least, phasedout products and laminates to other furniture producers shows a decline. The European markets saw a negative development in the general furniture turnover. New players are establishing a foothold on the markets in Hjellegjerde®‘s category and are making the competition even sharper with pressure on prices and terms. Hjellegjerde®‘s market share has increased after the turnover increased by 5-6% compared with 2003. 60 40 Scansit® 17,6 % 20 ® Modi 6,2 % 0 1. kvartal 2. kvartal 3. Kvartal 4. kvartal The increase in turnover is primarily due to the Northern Comfort® product line, which saw an increase in turnover of 42% in 2004 compared with 2003. The other product lines have also had good rates of growth: 10% increase in turnover for the Modi® Collection and a rate of growth of 8% for the Hjellegjerde Collection®. The exception is Scansit®, which shows a decrease of NOK 5.9 million (-6.5%) in 2004 compared with 2003. The principal reason for this is that priority was given to Northern Comfort® models in marketing campaigns during 2004, whereas the Scansit® models were given marketing priority in 2003. Hjellegjerde® 19,8 % Northern® Comfort 50,8 % Industri og annet 5,6 % More information about the development for product groups and markets is found in note 2. COMPETITIVE SITUATION Internationally, the competitive situation in the company’s market segments has become sharper in recent years. Hjellegjerde® has nevertheless maintained and strengthened its position on the main 7 2004 D i r e c t o r s ' r e p o r t markets within its segments. The Board of Directors is of the opinion that Hjellegjerde®’s international position and opportunities are good. Hjellegjerde® has unique competitive advantages attached to its internationally oriented product concepts, production facilities and logistics systems. to work to ensure that there is no sexual discrimination in the treatment of employees in connection with such issues as pay, advancement and recruitment. The furniture industry has traditionally had a large number of female employees. The gender distribution between women and men has been relatively even. Competition on the Norwegian market is sharp and is characterised by a high degree of chain formation. Hjellegjerde® has strengthened its position in its prioritised product areas in Norway in 2004. The gender distribution for the Group’s employees is 51% women and 49% men. As at the end of 2004, the Group’s Norwegian companies had 158 female employees and 150 male employees. The average hourly rate is 4% lower for women than for men. This reason for this is that the share of women who hold executive positions is somewhat lower than for men. The working hours schemes in the company follow from the various positions and are not gender dependent. However, the share of parttime employees is higher among female employees, and, correspondingly, the extent of overtime work is somewhat higher for male employees. STAFF AND WORKING CONDITIONS As at the end of 2004, the Hjellegjerde Group had 574 employees, equal to 498 man-years. As at the year-end, the Hjellegjerde Group’s employees were distributed as follows: 2004 2003 Change Employees in Norway 308 296 +12 Employees abroad 266 255 +11 Total 574 551 +23 Translated into man-years 498 492 +6 The changes in the number of employees and man-years are primarily due to the restructuring and reorganisational work that has been carried out in the production facilities through the relocation of production from Norway to Lithuania as well as heavy growth for Northern Comfort®. Hjellegjerde® has commenced a systematic process aimed at building up and securing Northern Comfort® as a brand. The brand building is to be supported by the establishment of more studio solutions with dealers on the main markets and own training programmes for salespersons in the shops. The company has strengthened its internal resources in this area. Hjellegjerde®’s objective is to pursue an active staff policy aimed at ensuring access to qualified employees. The company’s intention is to ensure the right conditions for providing its employees with interesting tasks and opportunities for vocational and personal development. This is necessary to ensure that a loyal workforce is maintained and to ensure that Hjellegjerde® will continue to be regarded as an attractive, secure employer. Equality of Status The Group has an objective to be a workplace that provides equality between and equal opportunities for women and men. The management is 8 HEALTH, SAFETY AND ENVIRONMENTAL WORK Continuous work is being carried on to improve routines for internal control of health, environment and safety. A dedicated organisational unit for HES&C reports to the Managing Director. The task of the unit is further to develop and formalise the company’s routines in close cooperation with the Managing Director and the management team. The companies in the Group give high priority to the health and safety work and to the internal and external environmental protection work. Own committees perform considerable work in this field. The Norwegian production enterprises are attached to the Occupational Health Service. Quality Assurance Work 2004–2005 The principal objective for the quality assurance work in 2004 was to introduce an electronic quality management system based on the terminology of ISO 9001:2000, with subsequent certification. ISO 9001:2000 corresponds to the terminology in ISO 14001, environmental certification. To begin with, the certification was planned to apply to the Norwegian production units. It is also the intention that the system can be applied to Hjellegjerde®‘s unit in Lithuania. Hjellegjerde ASIA Co., Ltd. has been ISO approved since 2002. The certification audit was conducted in January 2005. The audit revealed 15 deviations and 7 recommendations. These deviations were corrected in the course of February/March, and the enterprise is now certified. The co-operation with the employees’ organisations has been good and has contributed positively during the year. The Board of Directors regards the general working environment as satisfactory. The rate of absence from work due to illness in the Group’s Norwegian units was 8.4% in 2004 against 9.5% in the previous year. The units in the Group have continuous follow-up on absence from work due to illness and have introduced measures to reduce both short-term and long-term absence from work due to illness. Individual handling and follow-up will be the most important single measure in the future. No major damage to equipment or personal injuries have occurred or been reported during the year. Hjellegjerde®’s objective is to be an environmentally friendly company that is committed to the recycling of waste and use of environmentally friendly materials. The products are primarily made of and with natural materials and processes, which means that the degree of pollution during and after production is minimal. The companies in the Group handle production waste in accordance with existing regulations and in an environmentally friendly and secure manner. SHAREHOLDERS Hjellegjerde ASA has been listed on the Oslo Stock Exchange since October 1997, and the company had 995 shareholders and 5,405,100 shares as at the year-end. The 20 largest shareholders control 61.8% of the shares/votes. The Board of Directors will recommend at the General Meeting on 10 May 2005 that a dividend of NOK 0.50 per share be distributed for the 2004 financial year. A list of the company’s largest shareholders and a statement of the number of shares held by members of the Board of Directors as at 31.12.2004 are shown in note 15 on page 19. GOING CONCERN ASSUMPTION The annual report and accounts have been based on a going concern assumption. The assumption is based on the Board of Directors’ forecasts and expectations for the Group’s future profit performance. The Group’s financial position is satisfactory. 2004 D i r e c t o r s ' r e p o r t ALLOCATION OF THE PROFIT FOR THE YEAR The profit for 2004 in Hjellegjerde ASA has been allocated as follows: Profit before tax 6 166 286 Tax cost 5 122 202 Profit for the year 1 044 084 Allocated to dividend 2 702 550 Covered by other reserves (1 658 466) Total allocated 1 044 084 Allocation for dividend equals NOK 0.50 per share. Group contribution made amounted to NOK 4 832 930 after tax. More information about tax cost can be found in Note 6. PROSPECTS The Hjellegjerde® Group has undergone an extensive process of internationalisation and reorganisation in the past two years. The final elements in this process were concluded in 2004, and this should provide a sound basis for future growth. The company’s overall objective and strategy are to exploit the growth potential of its internationally oriented product lines, and this work will be given priority. The company will focus on its good international position, and work will be continued on strengthening the company’s competitive advantages connected with its product concepts, production facilities and logistics systems. The Board of Directors and the management will focus on improving and optimising the basis for efficient and profitable operations by phasing out unprofitable products, reducing the number of product variants and basic models, making capacity adjustments and specialising the Group’s units. The company’s greatest future challenge will be to improve its marketing activities and to increase end customers’ knowledge of the prioritised product lines. In the future, special priority will be given to continued brand-building activities for the Northern Comfort® product line. This will be achieved through the establishment of more studio solutions, dedicated campaigns and customised training programmes. For Northern Comfort®, work will also be done to improve the production process. The company’s product development function has been centralised and will have a clear market orientation in its development of products and concepts. In order to ensure the necessary financial freedom of action, the work to reduce the company’s tied-up capital will be continued with the focus being on stocks and trade debtors. Investments in marketing, brand building and the development of the production function will be prioritised. Further rationalisation gains in the company’s production facilities are to be achieved over the next two to three years. The company’s gross profit has shown a positive trend. The trends on the markets in which the company operates have been positive in 2004. The development in the past few months has been poorer, but the potential for utilising the platform from 2004 is still present. Even though the demand on the markets generally looks good, uncertainty about the Norwegian economy and about international economic trends may affect the targets and objectives set by the company. The company is to continue its work to optimise the value chain for Northern Comfort®. The Scansit® Collection is to be more clearly differentiated from Northern Comfort®. The company is well positioned on the various markets, and the Board of Directors expects that the results will improve over time. The prospects and opportunities for 2005 still look good. The organisational work and management development work will be given priority in the years to come in order to utilise the ongoing internationalisation process. The creation of an efficient work form and management structure as well as the further development of competent managers are priority tasks for the company. Core areas for competence development are international market management, brand building, design and product development, logistics and IT as well as World Class Manufacturing. In the opinion of the Board of Directors, the annual report and accounts contain all the information that is required in order to evaluate the result and financial position of the company and the Group. Except for the above items, no post-balance sheet events have occurred after the end of the financial year that, in the opinion of the Board of Directors, are of importance to the evaluation of the company and the Group. Sykkylven, 31.12.04 / 31.03.05 Svein Tømmerdal Chairman og the Board Odd Tore Finnøy Trine Garshol Employee representative Frede Uldbæk Rolf Hjellegjerde Bente T. Skarbø Employee representative Roar Wedding Tore G. Drivenes Eldar Eilertsen Managing Director 9 2004 p r o f i t a n d l o s s a c c o u n t (All figures in TNOK) HJELLEGJERDE ASA 2004 2003 10 note 15 784 15 784 16 022 16 022 Sales income Other operating income Total operating income 3 398 7 645 621 11 664 4 379 8 543 5 472 18 394 Cost of sales Payroll costs Depreciation Other operating costs Total operating costs 4 119 (2 372) 10 612 2 956 4 185 3 146 4 191 2 047 THE GROUP 2004 2003 2 490 587 3 409 493 996 418 046 2 252 420 298 3 4 7 5, 18 213 661 112 477 15 472 130 042 471 652 170 924 101 058 15 658 116 256 403 896 OPERATING PROFIT/LOSS 22 343 16 402 43 670 1 527 38 422 4 561 2 881 (668) Interest received from group undertakings Other interest received Other financial income Interest paid to group undertakings Other interest paid Other financial costs Result of financial items 713 12 320 5 045 17 193 (9 205) 328 20 570 11 199 14 801 (5 103) 6 166 (3 040) PROFIT/LOSS BEFORE TAX 13 138 11 299 (5 122) (5 122) 1 014 1 014 Tax payable Change in deferred tax Total tax cost (3 481) 1 214 (2 267) (723) (657) (1 380) 1 044 (2 026) 10 871 9 919 - - - - 1 044 (2 026) 10 871 9 919 0,2 4 819 484 2 703 4 833 (0,4) 4 655 100 733 2,3 4 819 484 2 703 - 2,1 4 655 100 - 6 PROFIT/LOSS FOR THE YEAR Minority interests PROFIT/LOSS FOR THE YEAR AFTER MINORITY INTERESTS Earnings per share (NOK) Average number of shares issued Dividend (NOK ‘000) Group contributions (NOK ‘000) 2004 b a l a n c e s h e e t (All figures in TNOK) HJELLEGJERDE ASA 2004 2003 note ASSETS Fixed Assets Deferred tax assets Research and development Total intangible fixed assets - - 44 203 17 136 3 119 64 457 45 997 14 617 3 627 64 241 73 044 47 151 963 1 827 122 985 69 521 48 629 1 003 2 193 121 346 Investments in subsidiaries Loans to group undertakings Investments in shares and units Bonds and other claims Net pension funds Total fixed asset investments 187 442 185 587 TOTAL FIXED ASSETS - - 69 321 69 321 72 782 72 782 144 256 69 465 73 038 256 907 258 625 THE GROUP 2004 2003 6 19 11 507 2 139 13 646 12 209 12 209 Land, buildings and other real property 7 Plant and machinery 7 Operating equipment, fixtures, fittings, tools and office machinery 7 Total tangible fixed assets 88 288 29 100 7 699 125 088 93 554 27 151 9 712 130 417 1 008 1 008 1 105 983 2 088 139 741 144 714 3 65 406 64 784 Trade debtors Other receivables Total accounts receivable 10 77 291 21 382 98 673 66 202 7 364 73 566 Cash at bank and in hand, etc. 11 19 897 23 233 TOTAL CURRENT ASSETS 183 976 161 584 TOTAL ASSETS 323 718 306 297 54 051 90 057 144 108 46 551 76 758 123 309 15 205 15 205 159 314 9 554 9 554 132 863 4 6 2 150 2 150 1 539 1 539 8 10 9 4 Current Assets Total stocks EQUITY CAPITAL AND LIABILITIES 54 051 71 280 125 331 46 551 55 966 102 517 Equity Capital Share capital Own shares Share premium account Total contributed equity capital 23 160 23 160 148 490 24 818 24 818 127 335 Revaluation reserve Other reserves Total retained earnings Minority interests TOTAL EQUITY CAPITAL 5 583 5 583 2 591 2 591 71 218 71 218 81 442 81 442 Debt to credit institutions Other long-term debt Total long-term debt 12 71 492 253 71 745 82 584 82 584 18 268 (1 772) 343 2 703 12 073 31 615 41 635 2 361 356 2 905 47 256 Debt to credit institutions Trade creditors Tax payable Unpaid government charges and duties Dividend Other short-term debt Total short-term debt 12 18 352 29 993 3 481 8 158 2 703 27 823 90 509 42 945 27 327 2 109 16 929 89 310 108 416 131 290 TOTAL LIABILITIES 164 404 173 434 256 907 258 625 TOTAL EQUITY CAPITAL AND LIABILITIES 323 718 306 297 15 14 Liabilities Pension commitments Deferred tax Total provisions and commitments 6 13 Sykkylven, 31.12.04 / 31.03.05 Svein Tømmerdal styreformann Trine Garshol ansattes representant Rolf Hjellegjerde Bente T. Skarbø ansattes representant Odd Tore Finnøy Frede Uldbæk Roar Wedding Tore G. Drivenes Eldar Eilertsen administrerende direktør 2004 c a s h f l o w a n a l y s i s (All figures in TNOK) HJELLEGJERDE ASA 2004 2003 12 THE GROUP 2004 2003 13 138 (190) 15 472 11 299 (283) (784) 15 658 411 (1 588) 2 361 30 076 36 395 Cash flows from operational activities Profit/loss before tax Tax paid for the period Loss/gain on sale of fixed assets Ordinary depreciation Difference between expensed pension commitments and payments received/made under pension schemes Change in stocks Change in trade debtors Change in trade creditors Change in other accruals Net cash flow from operational activities 612 (622) (11 088) 2 665 (926) 19 061 466 (6 614) (4 700) 14 931 (8 008) 21 965 145 (7 874) 28 (7 701) 1 567 (2 337) (6 858) 420 (7 208) Cash flows from investment activities Payments received from sale of tangible fixed assets Payments made on purchase of tangible fixed assets Net cash flow from acquisition/sale of subsidiaries Payments received from sale of shares and units Investments in shares and units in other undertakings Net cash flow from investment activities 2 032 (11 861) 52 (9 778) 3 006 (7 614) 398 (4 210) (10 224) 4 637 (23 367) 22 814 (1 018) (7 158) (112) 256 (8 651) (7 519) (1 509) (15 825) (33 504) (4 316) 4 572 (10 840) (24 593) 22 814 (12 619) (3 336) 23 233 (9 815) (976) (10 790) 6 965 16 269 144 256 19 897 23 233 6 166 (133) 7 645 (3 040) (367) 8 543 367 (4 132) 4 834 14 747 Cash flows from financing activities Repayments of long-term debt Repayments of short-term debt Net change in overdraft facilities Contributions of equity capital Group contributions made Net cash flow from financing activities Net change in cash and cash equivalents Cash and cash equivalents in hand 01.01 Cash and cash equivalents in hand 31.12 2004 n o t e s NOTE 1 Accounting policies and principles The annual accounts have been prepared in accordance with the Norwegian Accounting Act of 1998 and generally accepted accounting principles. CONSOLIDATION The consolidated accounts comprise the parent company and the companies in which Hjellegjerde ASA owns more than 50 % of the shares, directly or indirectly, or has a significant influence in the subsidiary. This applies to the following companies and ownership interests: Hjellegjerde ASIA Co., Ltd. Hjellegjerde Europe GmbH Hjellegjerde France SARL Hjellegjerde Møbler AS Hjellegjerde Rauma AS Hjellegjerde USA Inc. Hove Møbler AS Modi Skandinavia AS Hjellegjerde Skandinavia AS Hjellegjerde Baltija, UAB 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % In connection with the consolidation of foreign companies, the figures in the profit and loss accounts have been translated into NOK using an average exchange rate for the accounting period, whereas the balance sheet figures have been translated into NOK using the exchange rate as at the balance sheet date. Translation differences are booked directly against the equity capital. The same applies to the effect of exchange rate changes on loans in subsidiaries’ reporting currency, which have been raised to hedge the balance sheet value of the Group’s investments in its subsidiaries. All significant intragroup transactions and accounts have been eliminated. PROFIT AND BALANCE SHEET Operating income Income from sale of goods is booked when delivery is made. The consolidated accounts include net exchange gains/losses on forward contracts as sales income, as the company regards this as hedging of cash flows generated by sales income from foreign customers. Rebates, bonuses and cash discounts have been deducted from the sales income. Provisions have been made for warranty and complaints costs based on experience and historical figures for materials defects, production defects, delivery faults and transport damage. Foreign currency Monetary items denominated in foreign currency have been valued at the exchange rate at the end of the financial year. Long-term debt denominated in foreign currency that is used for the financing of foreign subsidiaries and that reduces the currency risks associated with these investments is booked at the exchange rate as at the balance sheet date. In the consolidated accounts, the exchange rate difference on this debt is booked directly against the equity capital as a translation difference, whereas exchange rate differences in the company accounts are booked in the profit and loss account. Trade debtors Trade debtors and other receivables have been booked at nominal amount less estimated loss. Provisions for bad debts have been made. Cash in hand and at bank Cash in hand and at bank includes cash, bank deposits and other liquid assets with a due date of less than three months from the date of acquisition. Stocks Stocks have been valued at the lower of original cost/manufacturing cost and estimated sales value less sales costs. Manufacturing cost comprises direct materials and direct pay plus ordinary indirect costs in the Manufacturing Departments. Deductions have been made for obsolete stocks. Tangible fixed assets Tangible fixed assets have been booked under assets in the balance sheet at original cost plus prior-year write-ups less accumulated depreciation. Ordinary depreciation has been calculated on a straight-line basis over the useful life of the fixed assets. Subsidiaries have been valued in accordance with the cost method in the company accounts. The investments have been valued at the original cost of the shares unless a writedown has been necessary. Group contributions to subsidiaries, less tax, have been booked as increased cost price for the shares. Dividend/group contributions have been booked as income in the same year as the corresponding allocation in the subsidiary. In the event of dividend/group contributions that significantly exceed the share of retained profit after the acquisition, the excess part is regarded as repayment of invested capital and has been deducted from the value of the investment in the balance sheet. Pension commitments Pension costs and pension commitments are computed in accordance with a linear accrual of benefits based on assumptions about discount rate, future wage adjustments, pensions and benefits from the National Insurance scheme, future returns on pension funds as well as actuarial assumptions about mortality, voluntary retirement, etc. Pension funds have been valued at their actual value and deducted from net pension commitments in the balance sheet. Changes in pension commitments that are due to changes in pension plans are distributed over the estimated remaining benefit accrual period. Changes in pension commitments and pension funds that are due to changes and deviations in calculation assumptions (estimate changes) are distributed over the estimated average remaining benefit accrual period if the deviations as at the beginning of the year exceed 10% of the largest of the gross pension commitments and pension funds. A linear benefit accrual profile and the estimated final salary have been used as a benefit accrual basis in the treatment of pension commitments in the accounts. Pension plan changes are amortised over the estimated remaining benefit accrual period. The same applies to estimate deviations if they exceed 10% of the largest of the pension commitments and pension funds (corridor). 13 2004 n o t e s R&D Research and development expenses have been booked in the balance sheet to the extent to which the criteria for capitalisation have been met. This means that research and development expenses are booked in the balance sheet when it is regarded as likely that the future financial gains connected with the asset will accrue to the company and a reliable calculation of the original cost of the asset can be made. Research and development expenses that have been booked in the balance sheet are amortised on a straight-line basis over the estimated useful life. Expenses for other intangible assets have been booked in the balance sheet to the extent to which the criteria for capitalisation have been met. This means that expenses for other intangible assets are booked in the balance sheet when it is regarded as likely that the future financial gains connected with the asset will accrue to the company and a reliable calculation of the original cost of the asset can be made. Tax The tax cost in the profit and loss account comprises both tax payable and change in deferred tax for the period. Deferred tax has been computed at the nominal tax rate based on the temporary differences that exist between accounting values and tax values as well as tax loss to be carried forward at the end of the financial year. Temporary tax-increasing and tax-reducing differences that are reversed or reversible in the same period have been offset. Net deferred tax assets are capitalised to the extent to which it is likely that they will be utilised. Other notes The information provided in the notes concerns consolidated figures for the Group unless otherwise stated. NOTE 2 Sales income (All figures in TNOK) Geographical distribution Germany, Austria, NL, Switzerland USA France, Spain, Luxembourg Asia and others Great Britain Rest of Europe Total international markets Norway Rest of Scandinavia Total Scandinavia Total (All figures in TNOK) Distribution per product group Northern Comfort® Scansit® Modi® Industry and other Hjellegjerde® collection Total international markets Hjellegjerde® collection Scansit® Northern Comfort® Industry and other Modi® Total Skandinavia Total NOTE 3 Hjellegjerde ASA 2004 2003 - - Hjellegjerde ASA 2004 2003 - - 2004 133 770 51 148 51 897 34 740 16 097 17 515 305 168 139 850 45 569 185 419 490 587 2004 196 374 63 839 22 573 16 780 5 602 305 168 97 592 21 596 49 134 9 094 8 004 185 419 490 587 The Group share 2003 27,3 % 10,4 % 10,6 % 7,1 % 3,3 % 3,6 % 62,2 % 28,5 % 9,3 % 37,8 % 100,0 % share 123 807 50 007 47 862 11 386 8 071 7 944 249 076 136 328 32 641 168 970 418 046 29,6 % 12,0 % 11,4 % 2,7 % 1,9 % 1,9 % 59,6 % 32,6 % 7,8 % 40,4 % 100,0 % The Group share 2003 share 64,3 % 20,9 % 7,4 % 5,5 % 1,8 % 100,0 % 52,6 % 11,6 % 26,5 % 4,9 % 4,3 % 100,0 % 142 957 65 296 19 308 18 634 2 882 249 076 89 854 29 388 27 632 14 284 7 811 168 970 418 046 57,4 % 26,2 % 7,8 % 7,5 % 1,2 % 100,0 % 53,2 % 17,4 % 16,4 % 8,5 % 4,6 % 100,0 % Stocks Hjellegjerde ASA 2004 2003 Stocks of raw materials Stocks of work in progress Stocks of own finished goods Goods for resale and advance payments, suppliers Total All figures in TNOK) The Group 2004 2003 35 716 34 956 8 941 10 958 19 005 17 725 1 744 1 145 65 406 64 784 Raw materials have been valued at original cost, whereas work in progress and finished goods have been valued at manufacturing cost. Deductions have been made for obsolete stocks. Goods for resale have been valued at sales value less sales costs. NOTE 4 Payroll costs and social security contributions Payroll costs and other staff costs consist of costs attached directly to remuneration of employees and union representatives, pension costs for both present and former employees and public contributions attached to employment. The costs for the Group consist of the following: 14 2004 n o t e s The Group 2004 2003 94 993 89 066 13 824 9 279 2 566 1 665 1 096 1 048 112 477 101 058 (All figures in TNOK) Wages and salaries and holiday pay Employer’s contributions Social security contributions Pension costs Total 2004 2 909 469 (442) 462 3 398 2003 3 423 536 (62) 482 4 379 The Group’s pension schemes comprise the following: A Norwegian employees in the Group are covered by a Contractual Pension Scheme (AFP). The pension scheme has been treated as a defined benefit plan and the pension costs for the year, NOK 863,983.00, have been calculated by an independent actuary. The level of the pension benefit payment is the contract’s minimum amount from 62-67 years of age. B Employees in the subsidiary Hove Møbler AS are covered by a collective pension insurance scheme. C Hjellegjerde ASA has securities-financed pension commitments for 4 persons. These pension schemes are covered by insurance. The pension insurance is overfinanced. The overfinancing has been valued, and it has been assumed in the accounts that it will be possible to utilise all overfinancing due to the continuous development in the Group’s activities and organisation. The actuarial calculations have been based on the following assumptions: 2004 2003 Discount rate 6,0 % 6,0 % Anticipated yield 7,0 % 7,0 % Wage increases 3,0 % 3,0 % Inflation (basic National Insurance amount adjustment) 3,0 % 3,0 % Yearly adjustment 2,5 % 2,5 % AFP utilisation rate 30,0 % 30,0 % Number of employees 275 303 Composition of pension costs for the year (Group) Current value of pension earned for the year Interest cost of incurred pension commitments Estimated return on pension funds Expensed employer’s contributions Amortisation of estimate changes Pension costs for the year 2004 452 316 457 3 53 367 2003 479 310 456 3 53 411 Balance sheet entries Estimated value of incurred pension commitments Estimated value of pension funds Net capitalised pension commitments Estimate changes and employer’s contributions Total pension commitments 2004 5 965 6 907 (941) (885) (1 826) 2003 5 883 6 898 (1 015) (1 179) (2 193) Konsernet 2004 2003 724 751 644 679 615 (654) 30 45 80 111 864 931 2004 11 884 9 293 2 591 (441) 2 150 2003 12 499 9 938 2 561 (1 022) 1 539 In addition to the pension insurance policies, there is also a conditional agreement on early retirement benefits for up to two years for three employees in the Group. The agreement can only be triggered by the Group, and the total commitment under this agreement may amount to a maximum of NOK 0.7 million per person. Under given conditions, the Managing Director is entitled to early retirement benefit for up to 15 months. NOTE 5 Other operating costs (All figures in TNOK) Freight Administrative and office expenses Travelling and transport expenses Commissions Marketing costs Ascertained losses on claims Insurance Change in warranty cost provisions Other operating costs Total NOTE 6 Hjellegjerde ASA 2004 2003 2 058 2 221 520 882 16 31 (5) 977 864 124 1 478 3 695 5 472 The Group 2004 2003 23 423 24 898 34 101 22 842 6 917 7 174 26 200 27 702 24 508 25 274 1 704 1 106 2 222 1 340 (107) (1 613) 11 074 7 532 130 042 116 255 Tax cost (All figures in TNOK) Accounting profit/loss before tax Writedown on fixed asset investments Share issue costs booked directly against the EC Deductions under tax deduction scheme for R&D expenses Other permanent differences Change in temporary differences Total tax basis before group contributions Group contributions made Total tax basis Hjellegjerde ASA 2004 2003 6 166 (3 040) 1 955 1 027 (2 686) (246) (574) (6) 2 420 3 612 7 609 1 019 (7 609) (1 019) 0 0 Deferred tax has been calculated on the basis of the temporary differences between accounting values and tax values that exist at the end of the financial year. Positive and negative temporary differences that are reversed or reversible in the same period have been offset and booked net. 15 2004 n o t e s Accounts receivable Stocks Warranty provisions Tangible fixed assets Shares Capital gain/loss account Loss carryforward for tax purposes Pension premium fund AFP liability Translation differences Total basis for deferred tax Tax rate Deferred tax Hereof deferred tax not included on the balance sheet Total deferred tax on the balance sheet Hjellegjerde ASA 31.12.2004 31.12.2003 17 769 19 737 (13 105) 343 429 1 827 2 193 19 939 9 254 28 % 28 % 5 583 2 591 The Group 31.12.2004 31.12.2003 1 070 (797) (2 245) (1 807) (2 064) (548) 30 317 33 837 (13 110) 1 918 2 770 (80 462) (62 408) 1 827 2 193 (3 977) (3 732) (53 617) (43 603) (14 910) (3 403) (11 507) (12 209) (12 209) Tax cost in the accounts consists of the following items: Tax payable on group contributions / tax payable Credit allowance in Norwegian tax Change in deferred tax Tax at source paid Cost of deferred tax Change in deferred tax, new group companies Total tax cost Hjellegjerde ASA 2004 2003 2 130 285 2 992 - (1 299) - 5 122 (1 014) Konsernet 2004 2003 3 481 723 (2 701) 233 1 487 424 2 267 1 380 Year of expiry for loss that can be carried forward: (All figures in TNOK) Loss from 2000 that can be carried forward Loss from 2001 that can be carried forward Loss from 2002 that can be carried forward Loss from 2003 that can be carried forward Loss from 2004 that can be carried forward Total loss Hj. Europe GmbH that can be carried forward Amount 7 025 29 099 16 155 8 564 7 466 12 153 Expires in 2 010 2 011 2 012 2 013 2 014 Unlimited Reference is made to Hjellegjerde ASA’s increased tax cost in relation to the profit before tax. The exemption method stipulated in the tax legislation applies from March 2004, which means that company shareholders will be exempt from taxation of dividend and gains on shares. The corresponding tax deduction will also cease to apply. This also means that there is no temporary difference attached to shares in other companies so that the basis for calculation of deferred tax/ deferred tax advantage attached to shares no longer applies. For Hjellegjerde ASA’s company accounts, this has resulted in a tax cost of NOK 3,360,000 in 2004 connected with a prior-year writedown of NOK 12 million on the shares in Hjellegjerde Møbler AS. This has no effect for the Group, as such depreciation has been eliminated in the consolidated accounts. NOTE 7 Tangible fixed assets Hjellegjerde ASA Land, buildings and Tangible fixed assets other real property Original cost as at 01.01. 84 928 Additions, fixed assets purchased 1 400 Disposals, fixed assets sold Original cost 31.12. 86 328 Accumulated depreciation 31.12. Accumulated writedowns 31.12. Reversed writedowns 31.12. Book value as at 31.12. Depreciation for the year Machinery, fixtures and fittings 73 655 6 494 -164 79 985 42 125 44 203 3 195 Total tangible fixed assets 158 583 7 894 -164 166 313 59 730 20 255 4 450 101 855 64 457 7 645 Gain on sales of fixed assets of NOK 133’ has been included in the item Other operating income. The company has the following real properties of significant value: Type of real property Area m2 Production, warehouse and administrative buildings 25 650 Sites 24 000 Book value 42 578 1 625 The real properties have been leased in their entirety to the subsidiary Hjellegjerde Møbler AS 16 The company uses the straight-line method of depreciation for all tangible fixed assets. The useful life of the tangible fixed assets has been estimated at the following: – buildings 25–35 years – machinery, fixtures and fittings 8–12 years – sites – 2004 n o t e s The Group Land, buildings Tangible fixed assets and other real property Original cost as at 01.01. 139 389 Additions, fixed assets purchased 1 964 Disposals, fixed assets sold 1 364 Original cost 31.12. 139 389 Accumulated depreciation 31.12. Accumulated writedowns 31.12. Reversed writedowns 31.12. Book value as at 31.12. Depreciation for the year Machinery, fixtures and assets 115 541 11 762 2 150 115 541 Total tangible fixed assets 254 930 13 726 3 514 254 930 51 700 88 354 88 289 5 091 36 799 10 381 140 054 125 088 15 472 Type of real property Production, warehouse and administrative buildings Sites Production, warehouse and administrative buildings Dwellings Sites Production, warehouse and administrative buildings Warehouse and administrative buildings Site Production, warehouse and administrative buildings Sites Building Location Sykkylven, NO Sykkylven, NO Stordal, NO Stordal, NO Stordal, NO CA, US Bad.Wurt., DE Bad.Wurt., DE Rayong, TH Rayong, TH Panevezys, LT Area, m2 25 650 24 000 9 280 360 17 283 2 320 1 328 2 000 7 000 12 500 Book value 44 371 1 625 23 064 2 246 150 6 337 5 530 1 552 4 505 3 862 312 Both the parent company and the Group use the straight-line method of depreciation for all tangible fixed assets. The useful life of the tangible fixed assets has been estimated at the following: – buildings 25 – 35 years – machinery, fixtures and fittings 8 – 12 years – sites and dwellings – Hjellegjerde ASIA Co., Ltd. has a right of first refusal to purchase an adjoining piece of land of 12,500 m2 in the event that the owner wishes to sell it. NOTE 8 Subsidiaries, affiliated companies, etc. Registered office Sykkylven Sykkylven Stordal Möckmühl Corona Paris Rauma Stordal Bangkok Panevezys (All figures in TNOK) Subsidiaries: Hjellegjerde Møbler AS Hjellegjerde Skandinavia AS Modi Skandinavia AS Hjellegjerde Europe GmbH Hjellegjerde USA Inc Hjellegjerde France Hjellegjerde Rauma AS Hove Møbler AS Hjellegjerde ASIA Co., Ltd. Hjellegjerde Baltija, UAB Total NOTE 9 Ownership share 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Voting share 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Book value of share 13 059 17 393 7 197 7 668 4 098 63 0 12 449 8 102 3 014 73 044 Shares and units in other companies (All figures in TNOK) Company Kompetansebygg Sykkylven Godsterminal RISS Møbeltek HK Lamtec (M) Snd Scan Industrier Møre Biovarme Møbel-Online Norge Stordal Næringshage Storebrand ASA Casa del Mobile Total The company’s tot. share cap. 864 660 No./share 30 75 1 000 000 20 1 350 150 706 30 Nominal value 90 30 75 578 625 202 14 15 1 628 Value in balance sheet 90 30 625 202 15 15 30 1 008 17 2004 n o t e s NOTE 10 Intragroup accounts and accounts with affiliated companies 2004 Subsidiaries 2003 1 569 48 629 44 892 95 090 1 558 48 629 71 960 122 147 - - -2 934 7 609 3 500 8 175 1 019 683 1 702 - - - - (All figures in TNOK) Accounts receivable Trade debtors Other receivables Loans Group account scheme Total Debt Trade creditors Group contributions Other short-term debt Total NOTE 11 Cash at bank Hjellegjerde ASA 2004 2003 114 226 Tied-up tax withholding funds amount to: NOTE 12 Affiliated companies 2004 2003 2004 1 750 The Group 2003 3 216 Debt and accounts receivable Hjellegjerde ASA 2004 2003 (All figures in TNOK) Long-term interest-bearing debt Debt to credit institutions/mortgage loans The Group 2004 2003 71 218 81 442 71 745 82 584 36 622 38 596 37 093 44 349 32 622 38 596 274 253 37 093 44 349 607 536 Short-term interest-bearing debt Debt to credit institutions (group overdraft facility) Total interest-bearing debt 31.12. 18 268 89 487 41 635 123 077 18 352 90 097 42 945 125 529 Book value of secured assets Tangible fixed assets Stocks Trade debtors Total 31.12. 64 457 64 457 64 241 64 241 123 432 56 658 61 775 241 865 123 432 56 658 61 775 241 865 Of which: Norgeskreditt Nordea Bank Norge ASA DN Husbank Andre kredittinstitusjoner The company has established a group account agreement with a credit institution for parts of the Group’s companies. The limit on this group overdraft credit facility is NOK 50 million in total. The companies in the Group are jointly and severally liable for the due and proper performance of all obligations that may arise under the various loan agreements or the group account agreement. Due date structure for long-term debt 2004 Hjellegjerde ASA The Group 2005 8 253 8 253 2006 8 253 8 253 2007 8 253 8 253 2008 8 253 8 253 After 2008 38 206 38 733 Total 71 218 71 745 2004 2005 2006 2007 Etter 2007 Sum 2003 Hjellegjerde ASA 9010 9010 9010 9010 35 705 71 745 The Group 9610 9610 9610 9610 44 144 82 584 The loan portfolio is a combination of annuity loans and serial loans as well as loans without a contractually agreed instalment profile. In terms of foreign currency, the loan portfolio has also been put together to balance other foreign currency exposure in the company’s balance sheet (see also notes 1 and 12). Distribution of the loan portfolio per currency NOK EUR USD Total Hjellegjerde ASA 2004 2003 54 946 51 094 3 507 15 761 12 765 14 588 71 218 81 443 Konsernet 2004 2003 55 220 51 094 3 760 16 292 12 765 15 199 71 745 82 585 The interest rate on loans is primarily a variable interest rate and is fixed at the interbank rate per currency + margin. 18 2004 n o t e s NOTE 13 Other short-term debt Hjellegjerde 2004 3 500 7 609 277 275 412 12 073 Debt to group companies Allocated to group contributions Wages and salaries Holiday pay Incurred costs Guarantee commitments Total NOTE 14 ASA 2003 6 83 1 019 275 228 700 2 905 The Group 2004 2003 3 8 14 1 484 467 863 009 27 823 535 7 325 7 082 1 987 16 929 Equity capital Equity capital as at 01.01 Allocated dividend Translation differences Share issue Profit for the year Equity capital as at 31.12 Hjellegjerde ASA 127 335 (2 703) 22 814 1 044 148 490 The Group 132 863 (2 703) (4 531) 22 814 10 871 159 314 In connection with the consolidation of foreign companies, the figures in the profit and loss accounts are translated into NOK using an average exchange rate for the accounting period, whereas the balance sheet figures are translated into NOK using the exchange rate as at the balance sheet date. Translation differences have been booked directly against the equity capital. The same applies to the effect of exchange rate changes on loans in the subsidiaries’ reporting currency, which are raised to hedge the balance sheet value of the Group’s investments in its subsidiaries. NOTE 15 Share capital and shareholder information The company is listed on the Oslo Stock Exchange’s list of small and medium-sized businesses (the SMB List). Following the increase in share capital in September 2004, the share capital consists of 5,405,100 shares at a nominal value of NOK 10.00. List of the 20 largest shareholders as at 31.12: Sydvestor Vekst AS God Driv AS v/Tore Drivenes MP Pensjon First Securities ASA Egenhandel Rolf Hjellegjerde Otto Helge Hjellegjerde Sundegårdene A/S Norvall Hjellegjerde Gravdahl Svein Swift Sundt AS Porolon AS Clearstream Banking Cid Dept. Knut Axel Ugland Hol Svegra Eiendom AS L Sunde A/S Oddvar Hagen Helland Eiendom AS Jørs Ane Kløkstad ABG Sundal Collier N Egenhandel Oddvar Hjellegjerde Total Other shareholders Total number of shares 1) 1) 1) Shares 540 503 453 121 304 474 300 000 214 982 209 632 200 609 200 604 152 800 137 003 106 110 76 329 74 600 72 468 55 137 54 781 54 571 46 100 44 000 41 400 3 339 224 2 065 876 5 405 100 Ownership interest 10,0 % 8,4 % 5,6 % 5,6 % 4,0 % 3,9 % 3,7 % 3,7 % 2,8 % 2,5 % 2,0 % 1,4 % 1,4 % 1,3 % 1,0 % 1,0 % 1,0 % 0,9 % 0,8 % 0,8 % 61,8 % 38,2 % 100,0 % Voting share 10,0 % 8,4 % 5,6 % 5,6 % 4,0 % 3,9 % 3,7 % 3,7 % 2,8 % 2,5 % 2,0 % 1,4 % 1,4 % 1,3 % 1,0 % 1,0 % 1,0 % 0,9 % 0,8 % 0,8 % 61,8 % 38,2 % 100,0 % Shares owned by the Managing Director and members of the Board of Directors and their connected persons as at 31.12: No. of shares Ownership interest Voting share Tore Gustav Drivenes (God Driv AS) 1) 1 293 624 23,9 % 23,9 % Eldar Eilertsen 1 000 Rolf Hjellegjerde 225 582 4,2 % 4,2 % 1) As at the year-end, Tore G. Drivenes owned 453,121 shares in the company and held 300,000 forward contracts on shares in the company as well as rights and obligations to acquire 540,503 shares in the company. This constitutes a total of 23.9% of the shares issued in Hjellegjerde ASA. 19 2004 n o t e s Range-based ownership statistics as at 31.12 Shareholders Number of shares Number % 1 - 100 278 27,9 % 101-500 286 28,7 % 501-1 000 141 14,2 % 1 001-5 000 178 17,9 % 5 001-10 000 42 4,2 % 10 001-100 000 58 5,8 % over 100 000 12 1,2 % Total 995 100,0 % NOTE 16 Shares Number 25 758 93 646 117 346 403 499 313 321 1 363 322 3 088 208 5 405 100 % 0,5 % 1,7 % 2,2 % 7,5 % 5,8 % 25,2 % 57,1 % 100,0 % Number of employees Hjellegjerde ASA had 5 employees at the end of 2004. The development in the number of employees in the Group for the past 5 years has been as follows: As at 31.12. No. of employees No. of man-years 2000 736 634 2001 717 613 2002 526 449 2003 551 492 2004 574 498 The Group’s Norwegian companies had 158 female employees (50%) and 150 male employees (50%) at the end of 2004. NOTE 17 Remuneration to executives, etc. General Manager Board of Directors Salary 995 107 397 500 Pension costs 225 389 Other remuneration The General Manager is covered by the parent company’s pension insurance scheme and may, under given conditions, also be entitled to early retirement benefits for a period of up to 15 months. Expensed auditors’ fees: Auditing Other services Hjellegjerde ASA 321 000 355 202 The Group 1 036 012 395 202 The costs include guidance and consultancy regarding IAS/IFRS, increase in share capital, legal advice and group reporting. Auditing of the Group includes expensed and allocated costs for auditing of Hjellegjerde ASA and subsidiaries. The company implemented a share issue in September, and, in this connection, the auditor performed a limited audit. NOK 268 895 has been booked against the equity capital as share issue costs. NOTE 18 Leasing agreements and leases The Group has current leasing agreements for vehicles and a central computer. The expensed rental in 2004 amounts to NOK 2,209,256. UAB Hjellegjerde Baltija leases 3340 sq. m. from UAB Siva Scan Investment up to 1.6.2007. In connection with this lease, Hjellegjerde ASA has entered into a guarantee agreement covering 3 years’ rent. The total liability under the guarantee amounts to approximately NOK 4.4 million. Present value of current leasing agreements Estimated rental payment during one year Estimated rental payment for 2-5 years Estimated rental payment beyond 5 years NOTE 19 NOK '000 10 007 3 951 7 031 - Intangible assets THE GROUP Intangible assets Research and development Original cost as at 01.01. Additions, intangible assets Disposals, intangible assets Original cost 31.12. 2 139 2 139 Accumulated amortisation 31.12. Accumulated writedowns 31.12. Reversed writedowns 31.12. Book value as at 31.12. Amortisation for the year 2 139 - The company uses the straight-line method of amortisation for all intangible assets. The useful life has been estimated at: - research and development 5 years 20 2004 n o t e s NOTE 20 Risks and exposure The company uses various financial instruments in connection with its financial risk management. The exposure attached to balance sheet items denominated in foreign currency is hedged by a continuous adjustment of the currency distribution of the loan portfolio. Interest rate risk occurs in the short term and in the medium term as a result of variable interest rate on parts of the company’s debt. The currency exposure attached to the Group’s operations is hedged continuously by forward cover of expected net cash flows in currencies attached to conditions related to operations, however, only for a limited time span and only to the extent to which it is regarded as certain that these expected cash flows will be realised. More than 70% of the Group’s income is in foreign currency, whereas more than 60% of the Group’s purchases are made in Norwegian kroner. Overall, the composition of net cash flows represents an exposure against “Euroland” that corresponds to NOK 170 million. A strengthening of NOK against EUR by 10% will thus reduce the company’s profit by NOK 17 million if no hedging transactions are made. In adition the Group has net positive cash flows in JPY (NOK 40 mill.) and GBP (NOK 30 mill.). For USD net cash flow is negative with the equivallent of NOK 30 mill. Even though the company uses short-term hedging of its currency exposure and has the possibility of making price adjustments, its competitiveness and consequently the profitability are likely to be negatively affected if the exchange rate of the Norwegian krone increases considerably and permanently in relation to foreign currencies. Outstanding forward transactions as at 31.12.2004 NOK value is the value of the contract calculated at the exchange rate on the balance sheet date: 8.2400 Currency EURNOK EURNOK EURNOK EURNOK EURNOK EURNOK EURNOK EURNOK EURNOK EURNOK EURNOK EURNOK Currency amount 300 000 300 000 300 000 300 000 300 000 300 000 300 000 300 000 300 000 300 000 300 000 300 000 Exchange rate 8,277 8,275 8,273 8,270 8,268 8,267 8,265 8,263 8,262 8,260 8,259 8,257 Due date 27.01.2005 28.02.2005 29.03.2005 27.04.2005 27.05.2005 27.06.2005 27.07.2005 27.08.2005 29.09.2005 27.10.2005 28.11.2005 27.12.2005 Value in NOK 11 100 10 500 9 900 9 000 8 400 8 100 7 500 6 900 6 600 6 000 5 700 5 100 The operational risk is regarded as relatively limited. The greatest operational risk is attached to the occurrence of disasters and fire in our own units and at our principal sub-suppliers. Risk analyses and plans of action are implemented to reduce this risk to a minimum. In terms of market position, the company is dependent on the development on its main markets. The customer structure is relatively fragmented. With relatively high overheads, earnings are relatively volume-dependent. The company has designated Russia and Great Britain as important target markets and growth markets for the Group. In connection with the development of these markets, agreements have been entered into with companies, under which they will operate as importers and distributors of the Group’s products locally. The importers will be granted extended periods of credit during the start-up phase. The total accounts receivable for goods delivered to Russia were NOK 5.9 million as at the end of 2004. The corresponding accounts receivable were NOK 6.7 million as at 31.3.2005. The total accounts receivable for goods delivered to British customers were NOK 6.4 million as at the end of 2004. The corresponding accounts receivable were NOK 4.0 million as at 31.3.2005. The importers use normal terms and conditions for distribution to local customers. Unlike on the Group’s other markets, the risks connected with accounts receivable on these target markets will differ as a result of the period of credit for the accounts receivable and with dependence on the relations developed with the importers, which are the formal debtors. The company’s normal rules for provisions for bad debts and claims have been used for these accounts receivable. No extraordinary provisions have been made. Product risk and claims for damages are covered by means of insurance schemes in addition to the accounting provisions made. NOTE 21 IFRS As from the 1st quarter of 2005, Hjellegjerde®’s financial reporting will be based on IFRS (International Financial Reporting Standards). The switch to presentation of accounts in accordance with IFRS will not have any significant accounting consequences. 21 2004 a u d i t o r ' s r e p o r t PricewaterhouseCoopers AS Sundgt. 12 6003 Ålesund Telephone +47 02316 Telefax +47 23 16 10 00 the Annual Shareholders' Meeting of Hjellegjerde ASA r eTo v i s o r s b e r e t n i n g Auditor’s report for 2004 We have audited the annual financial statements of Hjellegjerde ASA as of December 31, 2004, showing a profit of NOK 1 044 084 for the parent company and a profit of NOK 10 871 000 for the group. We have also audited the information in the directors' report concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit. The financial statements comprise the balance sheet, the statements of income and cash flows, the accompanying notes and the group accounts. These financial statements are the responsibility of the Company’s Board of Directors and Managing Director. Our responsibility is to express an opinion on these financial statements and on other information according to the requirements of the Norwegian Act on Auditing and Auditors. We conducted our audit in accordance with the Norwegian Act on Auditing and Auditors and auditing standards and practices generally accepted in Norway. Those standards and practices require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. To the extent required by law and auditing standards an audit also comprises a review of the management of the Company's financial affairs and its accounting and internal control systems. We believe that our audit provides a reasonable basis for our opinion. In our opinion, � the financial statements have been prepared in accordance with the law and regulations and present the financial position of the Company and of the Group as of December 31, 2004, and the results of its operations and its cash flows for the year then ended, in accordance with accounting standards, principles and practices generally accepted in Norway � the company's management has fulfilled its duty to produce a proper and clearly set out registration and documentation of accounting information as required by law and accounting standards, principles and practices generally accepted in Norway � the information given in the directors' report concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit are consistent with the financial statements and comply with the law and regulations. Ålesund, 31 March 2005 PricewaterhouseCoopers AS Nils-Kristian Synes State Authorised Public Accountant (Norway) Note: This translation from Norwegian has been prepared for information purposes only. Offices: Arendal Bergen Drammen Fredrikstad Førde Hamar Kristiansand Mo i Rana Molde Måløy Narvik Oslo Stavanger Stryn Tromsø Trondheim Tønsberg Ålesund PricewaterhouseCoopers refers to the member firms of the worldwide PricewaterhouseCoopers organization Members of Den norske Revisorforening | Foretaksregisteret: NO 987 009 713 www.pwc.no 22 2004 t h e p r o d u c t g r o u p s by of Norway Genuine sense of well-being … through individual choices. Recliners and matching functional sofas aimed at the more style- and quality-conscious customer segment are marketed under the name Northern Comfort®. This collection includes chairs from the mid-price range to more exclusive models. Conceptually designed, these chairs combine the need for comfort with functionality. This product line represents 51% of Hjellegjerde’s total revenue. Production of Northern Comfort® takes place in Sykkylven, Norway. Accessory: 23 2004 t h e p r o d u c t g r o u p s C O L L E C T I O N a product of Norway Sofas making up the Hjellegjerde® Collection range from contemporary, overstuffed furniture to more classic and timeless designs. The sofa sets in this collection are normally presented under their concept names living, time, classic, mantovani and relaxer. They have been conceived with the accent on quality, comfort and a Scandinavian look. These concepts are modular, enabling customers to choose the furnishing concept that best suits their individual needs and desires. Hjellegjerde® Collection is particularly focused on the Nordic markets and will be developed and adapted to the Northern Comfort® collection. 24 Hjellegjerde® mantovani Hjellegjerde® living Hjellegjerde® time / Hjellegjerde® relaxer Hjellegjerde® classic Hjellegjerde® panda 2004 t h e p r o d u c t a g r o u p s d i ff e r e n t s t a t e o f r e s t i n g Modi® is a collection of recliners conceived by Norway’s leading designers. These chairs have an innovative, contemporary and international style. Key to the Modi® collection is the “conforms to you” principle, where the chair follows and supports the body’s natural patterns of movement. Putting this principle into practice results in good ergonomics, as well as high levels of functionality and comfort. Modi® is one of the product groups in Hjellegjerde’s commitment to the international market. Production of Modi® takes place in Stordal, Norway. 25 2004 t h e by p r o d u c t g r o u p s of Norway Recliners and functional sofas in the Scansit® collection are aimed at the more price-conscious segment and are designed to provide great value for money. 26 2004 c o r p o r a t e s t r u c t u r e 0 r g a n i s a t i o n a n d c h a r t Hgj ej el lredgej eASA r d e A SA H j el l e Production Production units units Marketing sales units Marketing and salesand units Stordal, Norway Stordal, Norway Rayong, Thailand Panevezys,Panevezys, Lithuania Lithuania Sykkylven,Sykkylven, Norway Norway Rayong, Thailand Hove Hove Møbler ASMøbler AS UAB Hjellegjerde Baltija HjellegjerdeHjellegjerde Asia Co., Ltd Hjellegjerde Asia Co., Ltd Hjellegjerde Møbler ASMøbler AS Modi Scandinavia Modi Scandinavia AS UAB Hjellegjerde Baltija AS Hjellegjerde Skandinavia AS Hjellegjerde Skandinavia AS Skandinavia Skandinavia og export og export and woodworking and woodworking LaminatingLaminating and woodworking LaminatingLaminating and woodworking Cutting and sewing Cutting and sewing Cutting and sewing Cutting and sewing Cutting and sewing Cutting and sewing Hjellegjerde Europe GmbH Hjellegjerde Europe GmbH and assembly UpholsteryUpholstery and assembly and assemblyUpholsteryUpholstery and assembly and assembly UpholsteryUpholstery and assembly and assembly UpholsteryUpholstery and assembly Woodworking Woodworking Cutting and sewing Cutting and sewing Hjellegjerde Hjellegjerde USA Inc. USA Inc. Hjellegjerde France SARL Hjellegjerde France SARL Hjellegjerde Asia Co., Ltd. Hjellegjerde Asia Co., Ltd. The of Directors of The board of board Directors of Hjellegjerde ASA Hjellegjerde ASA Managing Managing DirectorDirector Eldar Eilertsen Eldar Eilertsen Finance and Finance and acounting acounting Roger Roger Kornberg Kornberg IT Norvall Hjellegjerde (fung.) Norvall Hjellegjerde (fung.) Brand Building Brand Building OddbjørnOddbjørn Hatløy Hatløy Logistics/Claims Logistics/Claims Leidulf Andestad Leidulf Andestad Marketing Marketing Marit Hove Marit Hove IT Purchasing Purchasing Asle Tennøy Asle Tennøy May Britt Løfoll May Britt Løfoll Skandinavia Skandinavia Stig LillebøeStig Lillebøe Int. Markets Int. Markets Magnar Viseth Magnar Viseth CustomerCustomer Service Service Norvall Hjellegjerde Norvall Hjellegjerde Norway Norway Sweden Sweden France PU PU Kaspar Bjørkavåg Kaspar Bjørkavåg France GermanyGermany DenmarkDenmark UK UK Finland Finland USA USA Other Other assurance Quality Quality assurance Mari Andreassen Anne MariAnne Andreassen Production Production Europa Europa Lars Urtegård Lars Urtegård Prod. Modi Prod. Modi Olai Nakken Olai Nakken Prod. Sykkylven Prod. Sykkylven Odd Drotninghaug/ Odd Drotninghaug/ Runar KlokkRunar Klokk Prod. Lithuania Prod. Lithuania Ole Jakob Bonesmo Ole Jakob Bonesmo HoveAS Møbler AS Hove Møbler Ole Chr. Drabløs Ole Chr. Drabløs Quality control/ Quality control/ computations computations Berit Johnsen Berit Johnsen Maintanance Maintanance Svein LundeSvein Lunde PlanningPlanning Ivar Flo Ivar Flo Project Movex Project Movex Tore Hove Tore Hove Prod./marketing Asia Prod./marketing Asia Gunnar Hjellegjerde Nils GunnarNils Hjellegjerde 27 050617-04 Hatlehols AS Hjellegjerde ASA, Pb. 143, N-6239 Sykkylven, Norway Tel: (+47) 40 00 29 00 - Fax: (+47) 70 25 55 09. E.mail: [email protected] www.hjellegjerde.com