Moelven Industrier ASA is a public limited company registered in Norway. The company’s headquarters are located at Industriveien 2. 2390 Moelv. Norway.
The group's activities are described in the report of the board.
The consolidated accounts of the Moelven have been prepared in accordance with the International Financial Reporting Standards (IFRS) and the interpretations of the IFRS interpretations committee (IFRIC), as determined by the EU.
The consolidated accounts were presented by the board on 17 March 2020and the ordinary general meeting to discuss the annual accounts has been fixed for 27 April 2020.
The consolidated accounts are based on the principles of historic cost accounting with the exception of the following items:
The consolidated accounts have been prepared with uniform accounting principles for similar transactions and events under otherwise similar conditions.
Presented below are the most important accounting principles that have been used in preparing the consolidated accounts. These principles have been used in the same way for the comparison figures in the consolidated accounts.
The consolidated accounts include Moelven Industrier ASA and companies over which Moelven Industrier ASA has control of. Control is ordinarily achieved when the Group owns more than 50% of the shares in the company, but annual assessments are carried out of whether the Group also has control of companies where the stake is less than 50%. An investor controls an undertaking in which an investment is made when the investor is exposed to or has rights to variable returns from its involvement in that undertaking, and has the opportunity to influence these returns through its power over the undertaking. Non-controlling interest are included in group equity.
The acquisition method is used for recognising company mergers on the income statement. Companies which are bought or sold during the course of the year are included in the Group accounts from the date on which control is achieved until the date on which it ceases.
Changes in holdings in the subsidiaries that do not lead to loss of control are entered as an equity transaction. The remuneration is entered at fair value and the difference between remuneration and the value of the holding entered on the balance sheet is entered against the majority owner's equity.
With changes in holdings that lead to loss of control, remuneration is measured at fair value. The balance sheet value of holdings and obligations in the subsidiary and the non-controlling interest are deducted on the date of loss of control. The difference between the remuneration and the balance sheet value of the holding is included on the income statement as a gain or loss. Any remaining holding is measured at fair value and any gain or loss included on the income statement as part of the gain/loss on the sale of the subsidiary. Amounts included in other income and costs are entered on the income statement.
Associates are enterprises in which the Group has significant influence, but not control, over the financial and operational management. We have holdings between 20 per cent and 50 per cent in our associates. The Group accounts include the Group's share of profits from associates entered by equity method from the time significant control was achieved and until such control ceases.
When the Group's losses exceed the investment in an associated company, the Group's balance sheet value is reduced to zero and further loss is not entered unless the Group has an obligation to cover this loss.
All other investments are entered in accordance with IFRS 9 Financial instruments, more detailed information is given in note 25.
Intercompany transactions and intercompany balances, including internal earnings and unrealised gains and losses are eliminated. Unrealised earnings in respect of transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way, but only to the extent that there are indications of depreciation of value of assets that are sold internally.
The following is a summary of new and revised standards that have been adopted with implementation for the 2018 fiscal year, and standards that will be implemented in 2019.
The standard regulates the classification, measurement and accounting of financial assets and financial liabilities. The standard was implemented on 1 January 2018
In comparison to IAS 39, IFRS 9 includes new principles for the classification and measurement of financial instruments, impairment of financial assets and hedge accounting.
In connection with the implementation of IFRS 9, receivables have been assessed according to an “expected credit loss” model and scenarios for losses on receivables are tested taking into account the current credit policy and historical figures. Based on the assessments that have been made, it is not considered necessary to increase provisions for losses after introduction of the standard. IFRS 9 requires that the group specifies losses on accounts receivable on a separate line in the profit and loss statement. As losses on accounts receivable are immaterial for the consolidated accounts, both for 2018 and previous periods, it has been chosen not to specify losses on a separate line in the profit and loss statement.
The implementation of IFRS 9 has not led to significant changes in the classification and measuring of the group’s financial instruments, and comparative figures are therefore not converted. Refer to the below table with a specification of differences between the original and new classification of the company’s financial assets and liabilities. Further information on the group’s management of financial instruments is available in note 3.16.
IFRS 15 Revenue from contracts from customers, which replaces the current revenue recognition standards (IAS 11 and IAS 18) and interpretations, introduces a new model for recognition and measurement of revenue from sales contracts with customers. The standard was implemented on 1 January 2018. The group has chosen to apply the standard with retroactive effect in that the overall effect of the first application is recognised as an adjustment of the opening balance for retained earnings, without comparative figures being converted. The overall effect of the initial application of IFRS 15 is immaterial for the consolidated accounts, and retained earnings are therefore not adjusted as at 1 January 2018.
The new model is based on a five stage process, which must be followed for all sales contracts with customers to determine when and how revenue should be recognized on the income statement.
The most significant changes in IFRS 15 in relation to previous standards are:
Based on analyses of the group’s product mix and contract types within the divisions in Timber, Wood and Building Systems, the new standard has had minor significance in the following areas:
The implementation of IFRS 15 has not changed the group’s recognition and measurement of other revenues, including the sale of retail goods, produced goods, services and rental income.
For further information concerning the group’s sales income, refer to section 3.6 and note 7.
IFRS 16 Leases supersedes the current standard IAS 17 Leases, and will be implemented from the 2019 fiscal year.
The new standard will change the Moelven group’s recognition of leases for the agreements which under IAS 17 have been recognized as operational leases.
As at 31.12.2018 the Moelven group has entered 49% of posted rental costs as financial leases, with capitalization of right of use of rent as an asset and the payment obligation as a financial liability. The overall financial liability for leases at the turn of the year was NOK 43.4 million. Correspondingly, the usage right of the rent as asset was recorded at NOK 39.0 million. Expected level 1 January 2019 It is expected that the introduction of IFRS 16 will cause the group’s assets and liabilities to increase by approx. NOK 220 million at the time of initial application.
For more information on the group’s leases, see note 9.
According to the new standard, there is no longer a distinction between financial and operational rent for lessees. The new standard requires capitalisation of all leases when recognising usage right assets and rent obligations. IFRS 16 permits a number of practical solutions, including for short leases where the underlying asset is of low value, upon initial application of the standard. Among other things, the practical solutions entail that no form of adjustment is made to lease agreements that are ended within twelve months after the time of initial application or where the underlying asset is of low value.
The purpose of the accounting standard is to provide better information on a company’s rights and obligations, and to ensure better comparability between companies that themselves own their operating assets and those leasing.
For the Moelven group the new standard has significance for the inclusion and measurement of lease agreements for vehicles and premises. In addition, the group has considered truck agreements against the requirement of IFRS 16, to ensure correct accounting. Moelven largely owns all buildings and associated machinery used in operations, with a limited exception at individual units where leases will be adjusted to the new standard. Certain contracts include several lease components, and in such cases each lease component is considered individually and may be potentially entered as an independent lease agreements.
The effect of the new standard will affect EBITDA and operating profit, as a result of rent costs change classification from operating expenses to depreciation and interest charge. Earnings before tax will not be affected over time, but at the start of the lease period costs from depreciation and interest will exceed the actual rental costs. Towards the end of the tenancy depreciation and interest will be less than the rental costs.
On the balance sheet the group’s liabilities will increase with the calculated current value of the rent obligations. Correspondingly, the group’s assets will increase by an amount that corresponds to the rent obligations, adjusted for any rental payments at or prior to the implementation time, any rent incentives and an estimate of expenses in the event of dismantling or removal of the underlying asset, if the tenant has committed to carrying this out at the expiry of the contract period. The equity ratio will be reduced as a result of increased total assets.
Cash flow from operating activities will increase as the assets are depreciated, while the cash flow from financial activities are reduced as debt is written down. The group’s overall cash flow is not affected.
The group will use retroactive application of IFRS 16 without reworking comparative figures and with effect on the equity’s opening balance as at 1 January 2019.
The Group's presentation currency is NOK. This is also the functional currency of the parent company. Subsidiaries with other functional currencies are converted to the day rate for balance items and to the transaction rate for income statement items. Average monthly exchange rate is used as an approximation of transaction rate. Translation differences are entered against other income and costs ("OCI"). In any future sale of investments in foreign subsidiaries, accumulated translation differences that are referred to the majority owners will be entered on the income statement.
Management has used estimates and assumptions which have affected assets, liabilities, income, costs and information regarding potential obligations. This applies in particular to depreciation of fixed assets, assessment of added value and goodwill in connection with acquisitions, inventory, project assessments and pension commitments. Future events may cause the estimates to change. Estimates and the underlying assumptions are continually assessed. Changes in accounting estimates are entered into the accounts during the period in which the changes occur. Where changes also affect future periods, the effect is distributed across the current and future periods. Also see note 4.
Foreign exchange transactions
Foreign exchange transactions are calculated at the exchange rate prevailing at the time of the transaction. Monetary items in foreign currency are converted to Norwegian kroner by using the rate of exchange on the balance date. Non-monetary items which are measured at historical exchange rates expressed in foreign currency are converted to Norwegian kroner by using the exchange rate at the time of transaction. Non-monetary items which are measured at fair value expressed in foreign currency are converted to the exchange rate determined at the time of the balance. Foreign currency fluctuations are recognised on the income statement continuously over the accounting period.
Assets and liabilities in foreign companies including goodwill and fair value adjustments which arise on consolidation are converted to Norwegian kroner by using the exchange rate on the balance date. Income and expenses in foreign enterprises are converted to Norwegian kroner by using the average exchange rate.
Exchange rate differences are entered in other income and costs ("OCI").
IFRS 15 Revenue from contracts with customers was implemented from the 2018 fiscal year, replacing IAS 18 Revenue. Information on the implementation period and consequences for the group are described in section 3.2. The group’s contracts with customers are entered in the accounts to the extent the contractual parties have approved the contract, each parties rights and terms of payment may be identified, the contract has a businesslike content and it is likely that the group will receive the remuneration it is entitled to. Sales income is presented after deduction of value added tax and discounts. Internal sales within the group are eliminated.
The sale of goods is recognised as income at the time the group fulfils its delivery obligation to the customer. Moelven will ordinarily fulfil its delivery obligation when the product is transferred to the customer and the customer gains control of the product. A product is considered to be transferred when it is transported to or picked up at the place defined by the delivery terms of the contract.
Income from the sale of services and long-term production projects are recognised over time, as Moelven fulfils its delivery obligation and control of the product or service is transferred to the customer. A contract is recognised over time if the project to a significant extent is tailored to the customer’s needs and the asset being produced is difficult to sell to others without major adjustments. When assessing whether the group has fulfilled its delivery obligation, one will have different measures of progression. In some group companies operating revenues are recognised based on an “input method,” in that accrued costs are considered in relation to total estimated costs, while other group companies perform recognition based on an “output method” in that progression in the delivery obligation is measured in relation to the overall contract price. If the progression in the delivery obligation cannot be measures to a reasonable degree, only operating revenue that correspond to accrued contract costs are recognised in the result. For contracts that are expected to result in losses, the loss is recognised to the extent the capitalised value of expenses related to fulfilment of the contract exceed the remaining remuneration the company expects to receive, less the remaining expenses related to delivery that are not already recognised as a cost.
Additional claims and disputed amounts are not normally entered until agreement has been reached or there is a court judgement. However part of the claim is entered if there is an overwhelming probability of the anticipated outcome. Provision is made for claims activities based on historical experience and identified risks. Guarantee periods are normally from three to five years.
For projects that are directed by outside companies, invoicing is performed monthly with 30 day payment terms. Invoicing is normally done in line with the completion of the work, but there are also payment schedules that do not correspond to progress in the delivery obligation.
For contracts that are recorded as income over time, both income and expenses are deferred. Earned income that is not invoiced is recognised in the balance sheet as a contractual asset. Invoiced income that has not yet been earned (forward payment plans) is entered as a contractual obligation.
The group produces and sells energy to end customers. The sales is entered as income when the energy has been delivered and is read off at the customer's premises. Sales are entered based on the prices achieved, which are contract prices, but which can also be subject to price guarantee for the delivery period. It is considered not to exist financing elements in the sales. Otherwise, payment terms correspond to those that are normal in the market.
Interest earnings are recognised as they are earned.
Dividends are entered when the shareholders' rights to receive dividends have been adopted by the general meeting.
For management purposes the Group is organised into four different divisions according to products and range of services. The divisions represent the basis for the primary report segments. In segment reporting, internal earnings on sales between the segments are eliminated. Financial information regarding segments and geographical distribution is presented in Note 6.
In segment reporting, internal earnings on sales between the segments are eliminated.
Loan costs are entered on the income statement when the cost arises. Loan costs are entered on the balance sheet to the extent that they are directly related to the purchase and manufacture of an asset and where the manufacturing period is long. A long manufacturing period means close to 12 months. Interest rate costs accrue during the build period until the asset is entered on the balance sheet. Balance entry of the loan costs is done until the point when the asset is ready for use. If the cost price exceeds the asset's fair value, it is written down.
Tax costs consist of payable tax and changes in deferred tax. Deferred tax/tax benefits are calculated on all differences between book and taxable values of assets and liabilities, with the exception of:
Deferred tax advantage is recognised on the income statement when it is probable that the company will have sufficient tax surplus in later periods to utilise the tax advantage. The companies enter deferred tax benefits that have not been previously entered to the extent that it has become probable that the company may make use of the deferred tax benefit. Likewise the company will reduce deferred tax advantages to the extent that the company no longer regards it as probable that it can utilise the deferred tax advantage.
Deferred tax and deferred tax advantages are measured based on anticipated future tax rates for the companies in the Group where temporary differences have previously arisen. Deferred tax and deferred tax advantages are recognised at nominal value and are classified as financial capital expenditure (long-term liability) on the balance sheet. Payable tax and deferred tax are entered directly against equity to the extent that the tax entries relate to equity transactions.
Expenses associated with research activities are recognised on the income statement when they arise. Costs relating to development activities are entered on the balance sheet to the extent to which the product or process is technically and commercially realisable and the Group has sufficient resources to complete the development. The costs that are entered include material costs, direct payroll costs and a proportion of directly attributable joint expenses. Development costs entered on the balance sheet are entered as acquisition costs minus accumulated depreciation and write-down.
Development costs entered on the balance sheet are depreciated on a straight line basis over the estimated lifetime of the asset.
Tangible fixed assets are measured at acquisition cost, less accumulated depreciations and write downs. When assets are sold or disposed of, the value on the balance sheet is deducted and any profit or loss is entered on the income statement.
Acquisition price for fixed assets is the purchase price including duties/taxes and costs directly associated with preparing the fixed assets for use. Costs after the fixed asset has been taken into use, such as continuous maintenance, are entered on the income statement, while other costs that are expected to provide future financial benefit are entered on the balance sheet.
Depreciation is calculated on a straight-line basis with the following decomposition and depreciation period:
Depreciation period and method are reviewed annually. Scrap value is estimated at each year end and changes to estimates of scrap value are recognized as a change in estimate.
Plants under construction are classified as fixed assets and are recorded at cost until manufacture or development is completed. Plant under manufacture is not depreciated until the asset is taken into use.
IFRS 16 Leases will be implemented from the 2019 fiscal year, replacing IAS 17 Leases. Information on the implementation period and consequences for the group are described in section 3.2
Financial lease agreements
Lease agreements for which the group assumes the main risk and profit involved in ownership of the asset are financial lease agreements. At the beginning of the lease period, financial lease agreements are recognised at an amount corresponding to the lower of either fair value or the present value of the minimum lease. For calculation of the lease agreement's present value the implicit interest cost in the lease agreement is used if it is possible to calculate this. If not, the company's marginal borrowing interest is used. Direct expenses relating to establishing the lease contract are included in the asset's cost price.
The same depreciation time is used as for the company's other depreciable assets. Where reasonable certainty that the company will assume ownership at the end of the lease period does not exist, the asset is depreciated over the shorter of the duration of the lease agreement and the asset's economic life cycle.
Operational lease agreements
Lease agreements where the main risk and profit associated with ownership of the asset are not transferred are classified for 2018 as operational lease agreements. Lease payments are classified as operating expenses and are recognised on a straight-line basis over the contract period.
Intangible assets acquired separately are entered on the balance sheet at cost. The costs of intangible assets acquired through acquisitions are recognized in the consolidated financial statements at fair value at the acquisition date. Intangible assets entered on the balance sheet are entered in the accounts at cost less any depreciation or write down.
Internally generated intangible assets, with the exception of recognised development costs, are not entered on the balance sheet but are entered as costs on an ongoing basis.
Useful lifetime is either predetermined or non-predetermined. Intangible assets with a predetermined limited economic useful life are depreciated over this period and tested for write down if there are indications of impairment. Depreciation method and period are assessed at least annually. Changes in depreciation method and/or period are treated as estimate changes.
Intangible assets with indefinite useful lives are tested for impairment at least yearly.
Intangible assets with indefinite useful life are not depreciated. The useful life is assessed annually to determine whether the assumption of indefinite useful life is reasonable. If not, a change is made to predetermine useful life prospectively.
Costs relating to the purchase of new software are entered on the balance sheet as an intangible asset as long as these costs are not part of the acquisition cost of hardware. Software is normally depreciated on a straight line basis over 3 years. Costs arising as a result of maintaining the future usefulness of software are entered as costs if the changes to the software do not increase the future financial benefit of the software.
Business combinations are entered in accordance with the acquisition method. Refer to note 3.24 with regard to the measurement of non-controlling interest. Transaction costs are entered on the income statement as they occur.
Remuneration for the purchase of a company is measured at fair value on the date of acquisition.
When a company is purchased, all assets and obligations taken over are assessed for classification and assignment in accordance with contract conditions, economic circumstances and relevant conditions on the date of acquisition. Assets and debts taken over are recogniced on the balance sheet at fair value on the consolidated opening balance unless IFRS 3 indicates that other measurement rules shall be used.
Allocation of added value in business combinations is amended if new information arises regarding fair value on the date of taking control. Allocation can be changed up to 12 months after the date of acquisition if this is specified at the time of acquisition. The non-controlling interests are calculated as the minorities' percentage of identifiable assets and debts.
In the case of step by step acquisition, earlier assets are measured at fair value on the date of acquisition. Changes in the value of earlier assets are entered on the income statement.
Goodwill is calculated as the sum of the remuneration and book value of the non-controlling interest and fair value of previously owned assets, less the net value of identifiable assets and obligations calculated on the date of acquisition. Goodwill is not depreciated but tested at least annually for loss in value.
If the net value of identifiable assets and obligations calculated on the date of acquisition exceeds the remuneration (negative goodwill), the difference will be recognized at the acquisition date.
Public grants are entered in the accounts when there is reasonable certainty that the company will fulfil the conditions associated with the grants. Recognition of operational grants is calculated systematically over the grant period. Grants are recognised as deductions from the cost that the grant is intended to cover. Investment subsidy is entered on the balance sheet in a systematic way over the life cycle of the asset. Investment subsidy is entered either as deferred income or as a deduction when determining the value of the asset on the balance sheet.
From the 2018 fiscal year IFRS 9 Financial Instruments has been implemented. This standard replaces IAS 39 Financial Instruments - Recognition and Measurement. Information on the implementation period and consequences for the group are described in section 3.2.
In accordance with IFRS 9 Financial Instruments, financial assets that subsequently are measured at amortised cost, are measured to fair value over other income and expenses or to fair value through profit or loss. Financial liabilities are classified as subsequently measured at amortised cost or fair value through profit or loss.
The basis for the above classification is determined by the group’s business model for the management of financial assets, and the characteristics of the financial asset’s contractual cash fllow. Moelven’s business model stipulates how groups of financial assets are managed together to achieve a certain business purpose, and is primarily geared to receiving contractual cash flows rather than selling financial instruments to realise changes in fair value.
Financial assets are classified and measured at amortised cost to the extent the asset is held in a business model whose purpose is to hold financial assets to receive contractual cash flows, and the contract terms for the financial asset leads to cash flows that at certain times exclusively are payment of and outstanding interest on the principal.
If the business model’s purpose is to both receive contractual cash flows and sell financial assets, and if the contract terms lead to cash flows that at certain times exclusively are payment of and outstanding interest on the principal, the financial asset shall be classified and measured at fair value over other comprehensive income. Independently of the mentioned criteria, equity instruments, with certain exceptions, may be classified and measured at fair value over other comprehensive income, in that the business irrevocably chooses this at initial recognition. Based on Moelven’s business model, as at 31 December 2018 the group has no financial assets classified at fair value over other comprehensive income.
Financial assets that neither are measured at amortised cost nor to fair value over other comprehensive income, are classified and measured at fair value through profit or loss. IFRS 9 allows for irrevocable earmarking of a financial asset at fair value through profit or loss if this eliminates or significantly reduces a discrepancy in measurement or recognition that otherwise would have occurred when measuring assets or liabilities or recognition of profit or loss on these.
All financial liabilities must be classified as subsequently measured at amortised cost, with the exception of those financial liabilities that are classified and measured at fair value through profit or loss. IFRS 9 allows for irrevocable earmarking of a financial asset at fair value through profit or loss, assuming this provides more relevant information to the accounts users. If a contract includes one or more embedded derivatives and the host contract is not an asset within the scope of IFRS 9, it is under certain conditions permitted to earmark the entire hybrid contract at fair value through profit or loss. Changes in fair value to financial instruments is recognised and presented as financial income/expense.
The fair value of financial instruments that are traded in active markets is determined at the end of the reporting period by referring to the listed market price from traders of financial instruments (buying rate for long positions and selling rate for short positions), without deduction for transaction costs.
For financial instruments that are not traded in an active market, the fair value is determined with the aid of a suitable valuation method. Such valuation methods involve the use of recent market transactions at arm's length between well-informed and voluntary parties, if such are available, referral to the current fair value of another instrument that is practically the same, discounted cash flow calculation or other valuation model.
An analysis of fair value of financial instruments and other details regarding the measurement of these is given in the note 25.
The Group performs financial hedging transactions. However on the basis of an assessment of cost and benefit of hedge accounting in accordance with IFRS 9, it has been decided that the Group does not perform hedge accounting.
Financial derivatives that are not recognised as hedging instruments are assessed at fair value. Changes in fair value are entered on the income statement on an ongoing basis.
An inbuilt derivative is separated from the host contract and recognised as a derivative if and only if all the following conditions are fulfilled:
For financial assets assessed at amortised cost, a loan loss provision is recognised based on expected credit loss. The loan loss provision is subsequently measured at each reporting time at an amount corresponding to expected credit loss in the lifetime, if the credit risk for the financial instrument has significantly increased since initial recognition. If the credit risk has not increased significantly since initial recognition, the loan loss provision is measured at an amount that corresponds to the expected credit loss over twelve months. Accounts receivable or contractual assets arising from transactions that are subject to IFRS 15, must always be measured on the basis of expected credit loss in the lifetime. The cumulative changes to expected credit loss in the lifetime is recognised in the result at each reporting time as profit or loss in the event of loss in value.
Inventory is recognised on the income statement at the lower of acquisition cost or net sales price. Net sales price is an estimated sales price for ordinary operations minus estimated costs for completion, marketing and distribution. Acquisition cost is allocated by use of the FIFO method and includes expenses accrued when acquiring the goods and the costs of bringing the goods to their current condition and location. Proprietary goods include variable and fixed costs that can be allocated based on normal capacity utilisation.
IFRS 15 Revenue from contracts with customers was implemented from the 2018 fiscal year, superseding IAS 11 Construction Contracts. Information on the implementation period and consequences for the group are described in section 3.2. Criteria for recognising and measuring income from project-related contracts are described in section 3.6.
Cash includes cash holdings and bank deposits. Cash equivalents are short term liquid investments that can be immediately converted into a known amount of cash and that have a maximum of 3 months to maturity.
In the cash flow statement, the bank overdraft has been subtracted from the balance of cash and cash equivalents.
On repurchase of own shares, the purchase price including immediate costs is entered as a change in equity. The nominal value of treasury shares is presented on a separate line below share capital, while payment in excess of nominal value reduces other equity. Losses or gains on own share transactions are not entered on the income statement, but are offset against equity.
Costs of equity transactions
Transaction costs directly associated with equity transactions are entered directly to equity after deduction for tax.
Translation differences Translation differences arise in conjunction with currency differences on consolidation of foreign units.
Currency differences on monetary items (liability or receivable) that are in reality part of a company's net investment in a foreign unit are also entered as translation differences.
For disposal of foreign units the accumulated translation difference associated with the unit is reversed and entered on the income statement for the same period as the profit or loss on the disposal is entered on the income statement.
Minority interests in the consolidated financial statements represent the minority's share of the carrying value of equity. In a business combination, non-controlling interest are measured according to their proportionate share of identified assets and debt.
The subsidiary company's results, as well as the individual components of other income and costs, are attributable to owners of the parent company and the non-controlling interest. The total result is attributed to the parent company's owners and to the non-controlling interest, even if this leads to a negative minority interest.
The Group's Norwegian companies:
All Norwegian companies have collective, contribution-based pension schemes. The contribution-based scheme provides coverage for disability. Pension premiums are entered as costs as they occur. The company's collective defined benefit scheme was terminated in 2015 by issuing paid-up policies. All new employees are included in the defined contribution scheme. A few defined benefit schemes remain for a limited number of individuals. The closed schemes are defined benefit plans that give the employees entitlement to agreed future pension benefits. The benefits are based on the number of years of earning and pay level on retirement.
The Group's foreign companies:
Many of the Group's foreign companies offer their employees pensions based on agreed individual contribution-based pension schemes. In Sweden, most employees are covered by a collective occupational pension agreement. The scheme is defined as a multi-employer plan. Salaried staffs born before 1979 are included in an individual occupational pension scheme that is also defined as a defined benefit plan. Because of the difficulty of reliably measuring the benefit level of these plans, there is insufficient information on an individual basis to enter the plans in the accounts as defined benefit schemes. The plans are entered as if they were contribution-based schemes. The salaried staff, born after 1979, are included in an occupational pension scheme that is premium based and is therefore treated in the accounts as contribution-based.
Defined contribution pension scheme
In 2015 defined contribution schemes were converted to defined benefit schemes for all Norwegian employees of Moelven. The contribution to the pension scheme comprises from 3.6% to 21.7% of salary. Pension premiums are entered as costs as they occur.
Defined-benefit pension schemes
Defined-benefit pension schemes are valued at present value of the future pension benefits that have been earned on the date of balance. Pension funds are valued at fair value.
Changes in defined-benefit pension commitments that are due to changes in pension plans are distributed over the estimated average remaining earnings period. Pension funds are valued at fair value. Changes in defined-benefit pension commitments that are due to changes in pension plans are distributed over the estimated average remaining earnings period. The period's net pension costs are classified as payroll and personnel costs.
Gains and losses on the curtailment or settlement of a defined-benefit pension scheme are recognised on the income statement on the date the curtailment or settlement occurs.
Curtailment occurs when the Group decides on a significant reduction in the number of employees covered by a scheme or changes the conditions for a defined-benefit pension scheme so that a considerable part of the present employees' future earning no longer qualifies for benefits or only qualifies for reduced benefits.
A provision is recognised when the Group has an obligation (legal or self-imposed) as a result of an earlier event, it is probable (more probable than not) that a financial settlement will take place as a result of this obligation and the amount can be reliably measured. If the effect is considerable, the provision is limited by discounting anticipated future cash flow by using a discount rate before tax that reflects the market price of the monetary value and, if relevant, the risk associated with the specific provision.
A provision for guarantees is included when the underlying products or services are sold. Calculation of the provision is based on historical information on guarantees and a probability weighting of possible outcomes.
Provisions for restructuring costs are included when the Group has approved a detailed and formal restructuring plan and the restructuring has already started or has been made public.
Conditional liabilities are not recognised in the annual accounts. Significant conditional liabilities are noted, with the exception of conditional liabilities where the probability of the liability is low.
A conditional asset is not recognised in the annual accounts, but is reported where it is probable that a benefit will accrue to the Group.
New information about the company's financial position on the balance date that arises after the balance date is taken in to consideration in the annual accounts. Events after the balance date that do not affect the company's financial position on the balance date, but which will influence the company's financial position in the future, are reported if they are significant.
The following exchange rates against the Norwegian kroner (NOK) have been used in consolidating the accounts.
The income statement rate is an average rate for the year.
Balance sheet rate is the closing rates 31.12.
In preparing the annual accounts in accordance with IFRS, the company's management have used estimates based on good faith and assumptions which are believed to be realistic. Situations or changes may arise which may mean that such estimates require adjustment and thereby affect the company’s assets, debt, equity or profit and loss.
The company’s most important accounting estimates relate to the following:
Anticipated useful life of the company's production equipment is affected by the technological development and profitability of the plant. Choice of depreciation period is an estimate.
If there are indications of a fall in value, the inventory in the subsidiaries must be tested for value loss. Book value is then compared with estimated net sales value. Management must take many things into account when making this estimate.
The company's recognised goodwill and intangible assets are assessed for write down annually. Impairment testing of intangible assets are presented in Note 10b. The company is greatly affected by economic cycles that lead to considerable fluctuations in fair value in the company. The group is particularly affected by developments in the export markets in Europe and Africa, as well as fluctuations in the building industry in Scandinavia. Exchange rates and market interest rates also affect valuation. Valuations of the various established segments will naturally vary within a range of +/- 20%. For businesses in less mature markets, the range may be even greater. Moelven must distribute the cost price of acquired companies over acquired assets and acquired debt based on estimated fair value. The valuation estimates require management to make considerable assessments in the choice of method, estimates and assumptions. Significant acquired intangible assets that Moelven has included, comprise customer base and goodwill. The assumptions made for the assessment of intangible assets include, but are not limited to, estimated average lifetime of customer relationships based on natural loss of customers. The assumptions made for the assessment of assets include, but are not limited to, the reacquisition costs of fixed assets. Management's assessments of fair value are based on assumptions that are deemed to be reasonable, but that have a built in uncertainty, and as a result of this the actual results may differ from the calculations.
Project assessment is dependent on estimates of degree of completion, anticipated final status, any loss projects, guarantee obligations and claims. The managements of the subsidiaries within Building Systems use figures based on experience, among others, in preparing the estimates.
The Moelven Group’s operations entail various forms of financial risk. The group has designed a financial policy whose main purpose is to reduce risk and establish predictable financial framework for the industrial operations. Financial risk is managed by the finance department of Moelven Industrier ASA in collaboration with the various operational unit, in a cost-effective manner. The adopted policy should minimize the potentially negative effects the financial markets may have on the group’s cash flow. The financial guidelines are primarily based on the concept that it is the industrial operations, rather than financial transactions, that should ensure profitability. The most important financial risks and the principles for the finance department are described below.
The market risk is the risk that a financial instrument's fair value or future cash flow will fluctuate as a result of changes in market prices. Market risk includes three types of risk: currency exchange rate risk, interest rate risk and other price risk.
Transaction risk means the exchange rate risk that is caused by the possibility of exchange rate changes in the period between the time a transaction in foreign currency is agreed and the time of settlement. About 15 per cent of the group's operating revenues comes from markets outside Scandinavia and carry exchange rate risks. The companies import raw materials and finished goods to both Sweden and Norway. There is also significant trade both within the group and externally between Sweden and Norway. The key currencies are EUR, GBP, DKK and SEK, but the Moelven Group is also exposed to USD, CAD and CHF.
In accordance with the group’s financial policy, cash flow fluctuations as a result of variation in exchange rates must be kept within a defined outcome area through the use of hedging instruments. Currency terms are primarily used. All hedging in the group shall be done by the group’s central financial department in Moelv, both internally for the group companies and net exposure externally. Norwegian subsidiaries hedge against NOK, Swedish ones against SEK. Results from Swedish subsidiaries are included as part of net investment in foreign subsidiaries and are not hedged for exchange rate fluctuations in compliance with the current finance policy.
In accordance with the financial policy, net exposure in foreign currency shall be hedged against rate fluctuations according to the following main principles:
Because of the hedging strategy that has been chosen, changes in exchange rates must be long-term so as to have the full effect on the Group's profitability. During the hedging period, operational adaptations may be made to compensate for the external changes.
The table below shows the transaction volume for the main currencies in 2019 and 2018. The group does not use hedge accounting, and the equity effect of changed market values for currency hedges therefore corresponds to the ordinary result after taxes. The effects of changed competitiveness due to exchange rate changes are not included in the sensitivity analysis.
In addition to the exposure shown in the above tables, the group has an annual exposure in SEKNOK corresponding to approximately 84 million. The exposure is due to net export from Swedish group companies to Norway, and is currency hedged in the usual manner at the company level. Since a large proportion of the group's total production takes place in Sweden, the group also has significant costs in Sweden. Net profit from the Swedish subsidiaries are included in retained earnings, and the currency risk arising in connection with these units' operating income and expenses are taken into account the risk related with the risk of conversion to equity.
The table below shows sensitivity in the results before tax to exchange rate changes when all other conditions remain unchanged. The calculations are on the basis of rate changes being constant for the whole year. The effects of currency hedging, changes in the market value of financial hedging instruments and revaluing of balance sheet items have not been taken into account.
The market value of financial derivatives used for currency hedging depends on the balance sheet exchange rate in relation to the hedging rates that have been achieved. Changes in market value will result in an unrealized gain or loss and be recognized as financial cost. The table below shows how the ordinary result before taxes would have been affected by a change in the balance sheet date. The calculation is made on the basis of actual hedging volumes in the specified currencies per 31.12.2018.
In this context, translation risk means exchange rate risk due to the balance sheet including items that are denominated in a foreign currency. For the group companies, this translation risk is eliminated in that financing shall occur in the same currency as the asset is entered in the accounts.
About half of the group's total balance sheet is connected to activities in Sweden. The balance sheet figures will therefore be affected by the prevailing exchange rate between the Swedish and Norwegian kroner. A large part of equity is secured against fluctuations as the share investment in most of the group's Swedish subsidiaries is financed in Swedish kroner.
The table below shows the effect on consolidated equity by a change in the exchange rate of +/- 10 percent:
Interest rate risk is the risk that a financial instrument's fair value or future cash flows will fluctuate because of changes in market interest rates. The Group's net interest-bearing debt is subject to interest rate risk. The group companies are to be funded with internal loans from the parent company in the currency that is the subsidiary’s local currency. This essentially means either NOK or SEK. All external borrowing is done by the parent company, which also makes hedging in accordance with financial policy. Hedging instruments that can be used is interest rate swaps, FRAs and complex basis swap. The extent of hedging is measured in terms of the combined duration of outstanding debt and hedging activities. The total duration should be minimum of 12 months and maximum 60 months. Interest rate hedging agreements with a maturity of more than 10 years shall not be entered.
The group's average net debt in 2019 was NOK 1 125.0 million (817.7). If the entire debt had been without interest rate hedging, an interest rate change of one percentage point would lead to a change in the group’s financing cost of NOK 11.4 million. However, pursuant to the financial policy, part of the debt is secured against interest rate fluctuations through the use of financial hedging instruments. Interest rate swaps are the main instrument. At the end of 2019 the hedge ratio was 48.4 per cent. Unrealized market value changes of interest rate instruments are recognized in the profit and loss account, but do not affect the cash flow. The unrealized market value of interest rate instruments is tied to the remaining term of the instrument, which according to the group’s finance policy may be up to 10 years.
Estimated effect on profit before tax by a change in interest rates and yield curves in the future are shown in the table below.
The group does not use hedge accounting, and the equity effect therefore equals the result after tax.
Other price risk is the risk that a financial instrument's fair value or future cash flow will fluctuate because of changes in market prices (apart from changes that are due to interest rate risk or exchange rate risk), regardless of whether these changes are caused by factors that are specific for the individual financial instrument or the instrument's issuer, or by factors that affect all corresponding financial instruments that are traded in the market.
The price of electric power is an important factor that affects the group's profitability. About 210 GWh of electric power a year is bought via the group's electricity suppliers on the Nasdaq OMX exchange.
According to the group's financial policy, the need for electric power shall be secured against price fluctuations to ensure stability and predictability. The anticipated power requirement is hedged within stated maximum and minimum levels by forward buying on Nasdaq OMX with a 5 year maximum horizon.
The price of electric power is denominated in EUR. The group's power costs are therefore affected by both price changes and exchange rate changes. Based on the Financial Supervisory Authority’s statements in 2016 concerning long-term supply contracts for energy, the proportion of the market value change for energy hedges that can be attributed to exchange rate changes is treated as a embedded currency derivative. The value is included in the group’s accounts, while the actual supply contracts are kept outside pursuant to IFRS 9. The value as at 31.12.2018 amounted to NOK 0.3 million (minus 1.0 million) The group's annual electricity consumption has been relatively stable, apart from increases caused by business combinations.
Accounting of energy hedging differs in Norway and Sweden. Hedging of power consumption in Norway is subject to the exception rules on purchasing for own consumption in IFRS 9, and are only entered when the power delivery takes place. For the hedges in Sweden the market value is capitalized at the time of reporting, and the value change is entered against the result.
The table below illustrates the effects on results before tax of a change in the electricity price of +/- 1 EUR per MWh at different exchange rate levels for EURNOK.
The effect on ordinary result before tax of exchange rate changes on the total consumption per year is shown in the table below:
The table below shows the sensitivity to changes in the price level for elctricity forward contracts at Nasdaq OMX. The starting point in secured volume per 31.12.2019 and provided that the price curve for futures contracts changed with 1 EUR / MWh.
Liquidity risk means risk that the company will have difficulties in fulfilling financial obligations that are settled with cash or another financial asset.
The group’s foreign capital funding consists of a long-term credit facility maturing in June 2021, in addition to short-term credit facilities in the banking systems. The long-term loan agreement was entered into in June 2016, and includes two credit limits of NOK 850 million and SEK 750 million respectively. The agreement initially had a 3 year term, with the option to request an extension of 1 year up to 2 times in the agreement’s 2 first years. In the second quarter of 2018 the second of these two options was used, and the agreement’s maturity was changed from June 2020 to June 2021.
The agreement includes general default clauses on minimum equity ratio of 33 per cent, net equity value of NOK 1.1 billion and debt ratio of a maximum 1.0. As at 31 December 2018, the Group's key figures were above the agreed levels. In addition to the long-term credit facility, the group also has available short-term credit of NOK 312 million, which is renewed annually. As at 31 December 2019, the Group's credit amount was NOK 16.9 million. Long-term cash flow forecasts are prepared in connection with the strategy and budget process. The finance department monitors the utilisation of the credit facilities against the long-term liquidity needs, to ensure that the group has sufficient long-term financing to carry out operation and development of the group in accordance with the current strategy plan.
Short-term cash flow forecasts are prepared at the company level and reported weekly to the group's finance department, which aggregates the forecasts and monitors the group's total liquidity requirements. Based on these forecasts, the finance department ensures that the group has sufficient and reasonable cash equivalents available to meet operational obligations. Surplus liquidity is used for amortization of long-term debt. Short-term investments are thus only made exceptionally.
Due to the annual seasonal variation in raw material access and market activity, the group's working capital varies by NOK 300 million to NOK 400 million from its highest level in May/June to its lowest in November/December.
The table above does not show cash flow from accounts payable, other interest-free debt and cash flow from currency derivatives. A summary of the nominal value of financial derivatives is presented in note 25.2.
Refinancing risk is the risk of difficulties arising in refinancing the group's long-term liabilities. In accordance with the group's financial policy, the remaining time to maturity of the group’s main financing shall be a minimum of 1 year. The group's long-term financing is syndicated loans from a few selected financial institutions which the group has cooperated closely with for an extended period. The background for this is the significance of these financial institutions' focus on the mechanised wood industry, combined with industry competence and knowledge of risk profiles and seasonal and other fluctuations. The present financing has been taken up with negative pledge declaration and default clauses linked with key figures on the balance sheet. The loan agreements do not contain any profit-related default clauses.
Credit risk arises in transactions with settlements ahead in time. For the Moelven Group this mainly concerns transactions with customers and suppliers, in addition to trading in financial derivatives and deposits in banks and financial institutions.
As a general rule, the group only enters into financial transactions with financial institutions that participate in the long-term financing of the group. None of these has a credit rating poorer than A with the major credit rating agencies. The group has corresponding principles in relation to bank deposits and purchasing of financial services.
In accordance with the group’s financial policy, credit is only given against satisfactory security. This mainly means credit insurance or warranties, but letter of credit, advance payments and offsetting are also used. The group’s framework agreements for credit insurance and guarantees are with counterparties recognized in the market and with an A credit rating.
In certain cases it is not possible to obtain satisfactory security for credit sales. A function has therefore been established for determining internal credit limits and follow-up of credit sales.
From 1 January 2018 the group has considered accounts receivable and contractual assets on the basis of an “expected credit loss model” in accordance with IFRS 9. Refer to note 3 and 18 for a further description and effect on the consolidated accounts.
Of the group’s total capitalized receivable, the use of the various forms of hedging against credit risk are distributed as follows:
The group’s goals for asset management are:
The rule of thumb in the group’s dividend policy indicates that a cash dividend corresponding to 50 per cent of net profit, albeit a minimum of 40 øre per share. Considerations to the company’s financial position and other capital sources must always be satisfactorily maintained.
The equity ratio goal is a minimum of 40 per cent, a level that is appropriate in light of the economic fluctuations that have been seen in recent years. In addition, Moelven's operations have a seasonal requirement for working capital that cause great variations in the equity ratio.
The group has an objective of a debt ratio of 0.50 for a normal seasonal balance. In accordance with the current loan agreement, the debt ration cannot exceed 1.00. The debt ratio is calculated by dividing net interest-bearing debt by equity.
The divisions are divided in accordance with Moelven's three core activities: Timber (industrial goods), Wood (construction materials) and Building Systems (projects). There is also a division named "Other" in which the remaining units are placed. The divisions are built up around independent subsidiaries with activities clearly defined within the divisions. All transactions between the divisions are conducted on normal commercial terms. The split into divisions differs from the formal legal ownership structure.
Group management represents the group's decision maker. The operating segments are managed by their peculiarity.
The segments are divided in accordance with who the customers are. Timber has mainly industrial customers, Wood has mainly end users and building product chains as customers and Building Systems has customers in the contracting sector. The others are the remaining companies, mainly the parent company, timber supply and bioenergy.
In Timber and Wood especially, there is a great deal of collaboration between segments, but there are internal transactions between all four segments. Transactions between the segments are agreed on the arm's length principle. Income from customers outside the segment is reported to group management according to the same principles as the consolidated income statement.
Group management is mostly focused on the following key figures: Sales income, profit margins, net operating capital, employed capital and returns on employed capital, interest-bearing debt and investments. In addition, the development of sickness absence and injury statistics is carefully monitored.
The accounting principles that form the basis for segment reporting are the same as those used for consolidated accounting and are described in note 3.
Reconciliation between reported segments operating revenues, profit before tax, assets and liabilities and other significant conditions.
The presentation of geographical segments shows operating revenues based on the geographical location of the customers.
No customer represents more than 10 % of income.
Presentation of number of employees, fixed assets, employed capital and investments is shown based on geographical location of the assets.
The effect of first-time adoption of IFRS 15 - Revenue from contracts with customers is discussed in note 3, section 3.2.
In the following table the group’s operating revenue is divided into geographic markets, customer types, product types and times of recognition.
The table further shows a reconciliation towards the group’s operating segments, as they emerge in note 6.
For projects that are directed by outside companies, invoicing is performed monthly with payment terms from the contract. Invoicing is normally done in line with the completion of the work, but there are also payment schedules that do not correspond to progress in the delivery obligation.
For projects, income are scheduled. Income that has been earned but not yet invoiced is entered under the contractual assets item. Invoiced income that has not yet been earned (forward payment plans) is entered under the contractual obligation item. Only one of these items is used per contract. Thus each contract shows either net receivable for the customer or net liability to the customer. The entire opening balance for contractual obligations is recognised as operating revenue in the reporting period. Operating revenue in the reporting period based on fulfilled delivery obligations in earlier periods is not recognised.
Scheduling of costs (accrued, not entered) is recognised as trade accounts payable, while provisions for claims activities on concluded projects are entered as claims provisions etc.
Ordinary depreciation rates are given in note 3.11
Among the group’s subsidiaries, cash generating units have been identified that fail to satisfy the group’s return requirements, and thus provide an indication of loss of value related to operating assets. In connection with this, an impairment test has been carried out in accordance with IAS 36, which shows that the calculated recoverable amount is lower than the book value for the selected cash generating units as at 31 December 18. The cash generating units consist mainly of land, real estate, machinery and means of transport. The recoverable amount is calculated and fixed at fair value minus disposal expenses. The measurement of fair value has mainly been carried out with input from level 3 in the hierarchy for fail value under IFRS 13. Based on the above, the result for 2018 has been charged with an impairment of NOK 66.1 million, of which NOK 13.6 million is related to the restructuring of Moelven Are AS. The result for 2017 has been charged with an impairment of NOK 17.6 million as a result of the restructuring of Moelven Norsälven AB. The impairment of the cash-generating unit’s values are recognised in the profit and loss accounts in their entirety, and the recoverable amount is estimated at utility value.
Temporarily out of order
For 2018 there is a facility to book value of NOK 1.2 million temporarily out of service. The plant is not impaired as the entry into service is assessed on an on-going basis.
The table shows the Group's capitalized lease commitments, as well as the cash flow effect of the lease commitments Rigt-of-use assets
Some property leases contain extension options exercisable by the Group up to one year before the end og the non-cancellable contract period. The extention options held are exercisable only by the Group and not by the lessor.
When implementing the standard, probability of exercise has been assessed. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant changes in circumstances within its control.
*Adjustments due to changes before the implementation 0101019.
As of 31 December 2018 goodwill in the group entered on the balance sheet amounted to NOK 16.4 million. This is linked to the acquisitions of Sør-Tre Bruk AS, Granvin Bruk AS and Eco Timber AS that were completed in 2010. These three acquired companies are all in the Wood division and it is the division's operation that is deemed to be the cash flow generating group that goodwill shall be tested against.
Goodwill is tested at the level monitored by group management, which means that there are groups of cash flow generating units (CGUs).
The recoverable amount of CGU is determined based on an assessment of the division's value in use. Value in use is estimated by discounting expected future cash flows after tax, discounted at an appropriate discount rate after tax that takes into account maturity and risk.
The projections of cash flows based on budgets approved by management for the first four years. The cash flows are arrived at by taking the historical figures for the CGUs as a basis, but with an allowance for an expected moderate growth in the total market, Moelven's market share and the prices of the products. In management's opinion it is reasonable to assume that considerable development of new products and technologies will occur in these areas. Net expectations for operating margins are improvements. When it comes to fixed assets and production capacity, the management believes that these have the capacity needed to handle future growth. After four years, it is placed a conservative estimate of 2.5 per cent nominal growth in net cash flows. In the terminal period, investments and depreciation equal.
The rate used for discounting cash flows is 8,0 per cent. This is based on a risk-free rate of 1,6 per cent, an added risk premium of 5.9 per cent, an equity beta of 1.2 and a liquidity premium of 3.0 per cent. In addition this is weighted up against the long-term borrowing rate of 3.1 per cent. The risk premium is based on observations of comparable companies.
There was no write down of goodwill in either 2018 or 2019.
Maximum exposure to possible write down of goodwill is NOK 16.3 million. We have calculated sensitivity for the write down assessments, and a 5.5 per cent change in discount rate would lead to write down of the goodwill in the Wood division in the consolidated accounts.
Average number of employees in 2018 was 3,535 and in 2017 it was 3,536. Moelven had 3,524 employees at the end of 2018 compared to 3,546 employees at the end of 2017.
Reconciliation of tax calculated against the group's weighted average tax rate and tax expense as it appears in the Income Statement:
Deferred tax benefits and deferred tax are netted when there is a legal right to give and receive group contribution between the entities.
The table below shows the basis that has resulted in recognised deferred tax benefits and deferred tax.
The group has no recorded deferred tax regarding carry-forward losses in other countries than Norway.
Write down of inventory to fair value in 2019 is included in profit and loss with NOK 44.0 million. The equivalent value in 2018 was NOK 17.6 million.
Part of the outstanding receivables is secured in the form of bank guarantees or other forms of security. There is not considered to be any credit risk associated with public sector customers. Refer to note 5 on financial risk.
Other receivables consist of other deferred income, prepayments and operations-related items. The groups accounts receivable are mainly secured through credit insurance.
Currency breakdown of accounts receivable before provision for loss
Earnings per share is calculated by dividing the share of the annual profits allocated to the company’s shareholders by a weighted average of the number of ordinary shares issued over the year, less own shares.
Equity per share is calculated by dividing the share of equity assigned to the company’s shareholders by a weighted average of the number of ordinary shares issued over the year, less own shares.
The following companies are included in the group. The list is group according to division structure. Book value shows the book value in the separate financial statement of the owner of the company.
The pension funds and commitments on the balance sheet mainly relate to the group's Norwegian companies.
The group's defined benefit scheme regarding the Norwegian companies was ended in 2015. New employees will be affiliated a contributions based pension scheme. The contribution scheme include a risk coverage in case of disability.
The group is required to have an occupational scheme by legislation on compulsory occupational pensions. The pension schemes fulfil the requirements of this legislation.
Unsecured schemes relate to guaranteed pension liabilities. These are calculated in accordance to IFRS pension costs. There are no unsecured pension commitments that have not been included in the calculation mentioned above. The remaining pension commitments in balance sheet, are related to agreed arrangements for a small number of previous and current employees.
All employees in the Norwegian companies in the group should be comprised by the right to early retirement (AFP), early retirement schemes in the private sector from the age of 62 if they fulfil the requirements of this scheme. The new AFP scheme which came into force in 2011 is defined as a defined-benefit multi-employer plan, but accounted for as a defined contribution scheme until reliable and sufficient information enabling the companies to account for its proportionate share of pension costs, pension obligations and pension funds in the scheme. The company's obligations related to the new AFP scheme is therefore not recorded as a liability.
Many of the group's foreign companies offer their employees pensions based on agreed individual contribution-based pension schemes.
In Sweden, most employees are covered by a collective occupational pension agreement. The scheme is defined as a multi-employer plan. Salaried staff born before 1979 are included in an individual occupational pension scheme that is also defined as a defined benefit plan. Because of the difficulty of reliably measuring the benefit level of these plans, there is insufficient information on an individual basis to enter the plans in the accounts as defined benefit schemes. The plans are accounted for as if they were contribution-based, in accordance with good accounting practice. Salaried staff born after 1979 are included in an occupational pension scheme that is premium based and is therefore treated in the accounts as contribution-based.
Guarantee liability on projects
Level 1: Listed price in an active market for an identical asset or liability.
Level 2: Valuation based on observable factors other than listed price (used in level 1) either directly or indirectly derived from prices for the asset or liability. Assets and liabilities valued according to this method are mainly financial instruments for hedging future cash flows in foreign currency, interest and electricity. Market value is the difference between the financial instrument's value according to the signed contract and how a similar financial instrument is priced at the balance sheet date. The balance sheet market prices are based on market data from Norges Bank, the ECB, Nasdaq OMX and the financial contract counterparty.
Level 3: Valuation based on factors not obtained from observable markets (non-observable assumptions). The valuation method is used to a very small extent and only for unlisted shares. Since market value is not available, the expected future cash flow from the shares is used as an estimate.
The table shows the nominal gross value in NOK.
Sales of foreign currency is sales against NOK and SEK. Calculation of nominal value in NOK is done by using the nominal value of SEK converted to NOK by using the balance sheet date rate.
Acquisitions of foreign currency are mainly sales of SEK against NOK and SEK against EUR.
Power contracts are bought forward contracts for electricity.
*The market value of power derivatives for own consumption was NOK 13.2 million in 2019 and NOK 24.4 million in 2018.
The last capital increase was in 2004 when Moelven aquired the Are Group. The share capital was increased by NOK 52.5 million.
In accordance with section 6-16a of the Public Limited Company Act, the board of Moelven Industrier ASA has prepared a declaration on the fixing of pay and other remuneration for senior executives within the group. The declaration, which was adopted by the general meeting 2h of May 2019, has been the guideline for the 2019 financial year. An identical declaration, which will be presented to the general meeting of 27nd of April 2020, will be the guideline for the 2020 financial year.
The following persons are involved
The declaration covers the group management of Moelven Industrier ASA. Group management means the CEO and the heads of the divisions.
Moelven shall have a level of pay and other terms of employment that is necessary in order to be able to keep and recruit managers with good competence and the capacity to achieve the objectives that are set.
Moelven's main principle is that senior executives shall have fixed salary. Salary is adjusted annually, normally with effect from 1 July.
Other benefits in kind
Moelven shall have other benefits, in the form of free car, free newspapers and free telephony for example, where this makes work easier and is deemed to be reasonable in relation to general practice in the market.
Bonuses and other variable elements of the remuneration
Over and above the main principle of fixed pay, the board wishes it to be possible to offer other variable forms of remuneration in cases where this is found to be appropriate. Bonuses may be used to a limited extent and by special agreement and shall be directly dependent on operating profit.
Remuneration linked to shares etc.
Moelven has no form of remuneration for companies within the group that is linked to shares or the development of the share price, including shares, subscription rights and options. In the event of the establishment of such a scheme, it shall cover a large number of employees and such remuneration shall represent a smaller proportion than the fixed pay.
Moelven shall have pension conditions that are on a level with the general market in the home country. New employees shall join contributory pension schemes.
Pay after termination of employment
In the event of immediate termination of employment by the company, management shall as a standard be entitled to pay for 18 months, less pay earned by any new employer during this period.
Previous financial years
Management pay policy in previous financial years has been in line with the content of this declaration.
The board reserves the right to deviate from these guidelines if there are serious grounds for doing so in individual cases. If the board should deviate from these guidelines, their reasons for doing so must appear in the minutes of the meeting.
The President had the funtion as the Managing Director of Building Systems in 2019.
On termination of employment, the President and CEO and the Managing Directors of Timber and Wood have 18 month's pay after termination, less pay from new position/employer.
The chairman of the board of directors receives NOK 546,000 and the board members NOK 150,000 in annual remuneration. Deputy members of the board receive NOK 6,100 per meeting. The chairman of the corporate assembly receives NOK 65,500 in annual remuneration. The members and deputy members of the corporate assembly receive NOK 6,100 per meeting.
The share capital of Moelven Industrier ASA consists of 129,542,384 shares with a face value of NOK 5 and there is only one share class. In total the shares are distributed among 869 shareholders, of which the fifth largest, Eidsiva Vekst AS, Felleskjøpet Agri SA and the forest owner cooperatives Glommen Mjøsen Skog SA, AT Skog SA and Viken Skog SA, control a total of 99.6 per cent. There is several shareholders' agreements between these shareholders. Among other things, this shareholders' agreement has clauses that determine that the company shall be run as an independent unit with a long-term perspective and with continued focus on Scandinavia as the main market. The agreement also contains clauses regarding the composition of the board, dividend policy, strategic focus areas and share transfer.
Transactions with the owners are performed in some areas of the ordinary activities. Among other things, this relates to purchase of timber, where the Norwegian forest owner cooperatives are suppliers. There will also be deliveries of biofuel from the Moelven Group to a bioenergy plant owned by Eidsiva Energi AS, with possible buy-back of bioenergy for Moelven's industries in connection with the energy plant. Also, Eidsiva Energi Marked AS sells electric power to Moelven's Norwegian industrial operations. All these transactions have in common that the arm's length principle shall be applied. Where other suppliers can offer better prices or terms, these will be used. About 42 per cent of Moelven's total purchasing requirement for timber of 4.4 million cubic metres comes via the Norwegian forest owner cooperatives.
Moelven' supply of energy raw materials to Eidsiva's bioenergy plant represents between 40 and 50 GWh on an annual basis, while buying back energy represents between 20 and 30 GWh. Net delivery of energy raw materials is 20 GWh.
The extent of the sale of electrical power corresponds to about 40 per cent of Moelven's total consumption of about 210 GWh.
Moelven has a long tradition of running its operations in accordance with all the laws and ethical guidelines of the industry and is of the opinion that competition is positive for all parties in industry. In order to ensure that this culture is maintained, ethical guidelines and guidelines for complying with legislation on competition have been devised.
No subsequent events have taken place that should have any effect on the 2019 annual report.