Annual Report • Apr 5, 2018
Annual Report
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2017 Annual Report
29 Income Statement & Statement of Comprehensive Income
30 Cashflow Statement
SinterCast supplies process control technology and solutions for the reliable high volume production of Compacted Graphite Iron (CGI). The SinterCast technology measures and controls the iron before it is cast into moulds, reducing scrap, conserving energy, and ensuring cost-effective series production. The primary application of CGI is in diesel and petrol engine cylinder blocks used in passenger vehicles, and cylinder blocks and heads used in commercial vehicle and industrial power applications. The SinterCast technology is also used for the production of a variety of other CGI components, including exhaust manifolds, turbocharger housings, bedplates and industrial components.
SinterCast will focus on providing process control technology, know-how and technical support for the reliable high volume production of Compacted Graphite Iron. SinterCast will promote CGI within the foundry and end-user communities to increase the overall market opportunity for CGI and to define the forefront of CGI development, production and application. SinterCast will also develop and promote novel technologies beyond the core CGI market, including tracking and traceability solutions and other precision measurement products that bring enhanced control and profitability to the foundry industry. These focused activities will provide long-term benefits for foundries, end-users, shareholders, and society.
Compacted Graphite Iron is a form of cast iron that provides at least 75% higher tensile strength, 45% higher stiffness and approximately double the fatigue strength of conventional grey cast iron and aluminium. In engine applications, the use of CGI enables the production of smaller, more efficient, more performant, and more durable engines with reduced fuel consumption, lower emissions and less noise.
The SinterCast Tracking Technologies provide direct measurements and automation, replacing the historical reliance on operator behaviour, and bringing the foundry industry another step closer to Industry 4.0. Applied to any type of foundry, the SinterCast Ladle Tracker® technology ensures that all treatments and processes are performed within the specified limits, improving process efficiency, product quality, and productivity. The SinterCast Cast TrackerTM offers complete traceability of each casting from: the date of manufacture of the cores (inception); shelf storage time; pouring (birth); to shake out. Together, these novel technologies provide complete traceability of each casting produced. SinterCast will continue to leverage its experience in precision measurement and process control in the foundry environment to provide improved insight for foundries and improved product assurance for OEMs.
Five Waves Status Report
SinterCast sells or leases the System 3000 hardware, leases the process control software, sells the sampling consumables, and charges a running Production Fee for each tonne of CGI castings produced using the SinterCast technology. Revenue is also derived from spare parts, customer service, field trials and sales of test pieces. The individual components of the CGI business model are described as follows:
System 3000
Sampling Cups
The total running fees (sampling consumables, software licence and Production Fee) depend on the ladle size and the casting yield. For typical cylinder block production, the current running fees provide a revenue of approximately €40-50 per tonne of castings, equivalently, €2.00-2.50 for each 50 kg Engine Equivalent. The SinterCast business model is highly scalable, allowing profitability to rise as the installed base grows and as more products enter series production.
Introduced in 2002, the Five Waves strategy continues to provide the basis for how the company views the overall market development. The production status for each of the Five Waves, based on the annualised year-end production rate of 2.2 million Engine Equivalents, is summarised in the following table:
| Wave 1 V-Diesel Passenger Vehicle Engines in Europe |
Annualised year-end production: 300,000 Engine Equivalents (15,000 tonnes) Series production for: Audi, Jaguar, Jeep, Lancia, Land Rover, Maserati, Porsche and Volkswagen SinterCast-CGI Components: Cylinder blocks ranging from 3.0 to 4.4 litres Overview: Stable production in 2017. The majority of V-diesels in Europe are now produced in CGI |
|---|---|
| Wave 2 Commercial Vehicle Engines Worldwide |
Annualised year-end production: 765,000 Engine Equivalents (38,250 tonnes) Series production for: DAF, Ford-Otosan, Hyundai, Jiangling Motors, MAN, Navistar and Scania SinterCast-CGI Components: Cylinder blocks and cylinder heads ranging from 3.9 to 16.4 litres Overview: Stable production in 2017 with near-term and long-term global growth opportunities |
| Wave 3 In-Line Passenger Vehicle Diesel Engines |
Current status: Product development in preparation for series production Overview: Long-term potential depends on performance demands, downsizing and emissions legislation |
| Wave 4 V-Diesel Passenger Vehicle Engines Beyond Europe |
Annualised year-end production: 705,000 Engine Equivalents (35,250 tonnes) Series production for: Ford, Hyundai, Jeep, Kia, Nissan and Ram SinterCast-CGI Components: Cylinder blocks ranging from 2.7 to 6.7 litres Overview: Reduced volume in 2017 due to temporary suspension of FCA engines. Continued growth opportunity |
| Wave 5 Passenger Vehicle Petrol Engines Worldwide |
Annualised year-end production: 240,000 Engine Equivalents (12,000 tonnes) Series production for: Ford and Lincoln SinterCast-CGI Components: Cylinder blocks ranging from 2.7 to 3.0 litres Overview: Stable production in 2017 with growth potential for additional vehicle applications and new SinterCast-CGI engine commitments |
| Automotive - Other than Passenger Vehicle Cylinder Blocks |
Annualised year-end production: 62,000 Engine Equivalents (3,100 tonnes) Series production for: Various OEMs and Tier l suppliers including BorgWarner and Honeywell SinterCast-CGI Components: Exhaust manifolds, turbocharger housings and bedplates Overview: Increased production due to exhaust component ramp-up at customer foundry in China |
|---|---|
| Industrial Power | Annualised year-end production: 120,000 Engine Equivalents (6,000 tonnes) Series Production for: Allen Diesels, Cameron Compression, Caterpillar, Cummins, Deutz, Doosan, Federal Mogul, General Electric, Jenbacher, MAN and MTU SinterCast-CGI components: Agricultural, marine, locomotive, off-road and stationary power applications Overview: Strong growth in 2017 with opportunities for infrastructure increases and new CGI programmes. |
Dr Steve Dawson, President & CEO
I'll be the first to admit that 2017 was a disappointing year. Even though we had indicated that it would be a 'bridge' year, the first quarter surprised us. Three of our high-volume programmes started slow, putting us 6.8% behind the full-year 2016 pace, and Sampling Cup shipments fell to a five-year low. It left a big hill to climb.
Series production improved throughout the year, with two of the three slow-starters returning to full volume, and industrial power posting year-on-year growth of almost 75,000 Engine Equivalents to compensate for the first quarter deficit. Ultimately, the full-year production was only 0.3% short of 2016. Sampling Cup shipments also improved throughout the year, with the third and fourth quarters both ranking in our all-time top-five quarters. The shipment of 144,600 Sampling Cups in 2017 was 24,200 (14.3%) lower than 2016, burdening our year-on-year revenue comparison. But the actual consumption of Sampling Cups in the field was only 1,631 units (1.3%) lower, showing that the correlation between production and consumption was maintained. The decline in the first half of the year was entirely due to changes in customer inventory strategies and has no implications for our production outlook.
While the series production in 2017 was flat, it was flat at a high and profitable level. With a track record of three consecutive years above two million Engine Equivalents, we can rely on our profitable base to provide a solid foundation for our future growth. And we see growth opportunities in every sector. As we announced at the 2016 AGM, we are poised to begin production of our first in-line diesel engine for passenger vehicles. This is an important milestone for SinterCast, delivering high-volume series production references in each of the Five Waves that we first introduced back in 2002. In the commercial vehicle sector, buoyant markets in Europe and the US are increasing the demand for our current products, while the trend for more performance from smaller engine packages continually provides new product development opportunities. We are also optimistic for growth in the industrial power market, where more stringent emissions standards for offroad applications will increase the demand for CGI. These activities will provide growth throughout our five-year planning horizon, while new products like our Tracking Technologies will broaden our market opportunity. We haven't yet sold our second tracking system, but the technology has been well received and several discussions are ongoing. Our novel tracking solutions enhance our technical reputation, and they will also enhance our revenue.
It is understandable that some people may be concerned about the future of the internal combustion engine. The newspapers are full of doom and gloom, particularly about diesels. But I don't share their view. And neither do many of our customers and colleagues in the industry. Following reports of diesel's demise, the top-three best-selling vehicles in North America all introduced diesel engine options. And in January, Hyundai announced a diesel engine for the new Kona crossover, to begin sales in the US before 2020. As the market continues to trend toward larger vehicles, diesel will continue to provide fuel economy for consumers and lower CO2 fleets for automakers. We acknowledge that diesel penetration in Europe will decrease, but most of the decline will be for small diesels, where the on-cost for the emissions control technology may be too high for the cost of the vehicle. In America, where crossovers, SUVs and pick-ups account for 65% of the market, the five-year outlook is for stable or increased diesel penetration. And there are exciting new developments for low-carbon e-fuels that reduce emissions and offer life cycle CO2 emissions that are similar to electric vehicles. There is still a long and exciting road ahead. To paraphrase Mark Twain, the reports of the death of diesel have been greatly exaggerated.
While electrification receives considerable attention, the take rates remain low. In 2017, electrically chargeable cars accounted for 1.2% of all new passenger vehicles sold in the United States, and 1.4% in Europe. For SinterCast, we regard the potential for electrification as an opportunity. We believe that the majority of electric vehicles will also have an internal combustion engine and, as the overall market grows, we believe that there may be more internal combustion engines produced in 2030 than in 2020. These engines will be downsized, with high loading and high performance. With the added cost of vehicle electrification, CGI can provide an attractive alternate to aluminium, enabling smaller engine packages with similar weight, lower cost, and life cycle energy and CO2 benefits. We are already working with our foundry partners on CGI solutions for this class of engine and we approach vehicle electrification as an opportunity.
After three years of stable production, with some frustrating headwinds that held us back, our outlook has become brighter. The market demand for many of our engines is increasing and our development pipeline is healthy, with new engine launches ahead. The Mini-System 3000 order at the Sanlian foundry in China in February provided a good start to our installation campaign and the outlook for additional installation commitments, both in our core CGI market and for our new Tracking Technologies, is positive. With the filling of the last of the Five Waves, 2018 will close the circle that we first sketched in 2002. We have done what we said we would do. Now we have the opportunity to do more.
Dr Steve Dawson
President & CEO
SinterCast continues to view the overall market development according to the Five Waves strategy that was first introduced in 2002. The Five Waves are presented in terms of the main types of engines found in the automotive sector, and the types of vehicles that the engines are used in. For each type of product, SinterCast presents the production volume in terms of Engine Equivalents, where each Engine Equivalent is defined to weigh 50 kg. Accordingly, there are 20 Engine Equivalents per tonne of castings. The SinterCast series production revenue is approximately €2.00-2.50 per Engine Equivalent.
The First Wave started in 1999, when the Audi 3.3 litre V8 provided a breakthrough for SinterCast, becoming the world's first series production engine with a CGI cylinder block. This niche production was followed by the start of high volume V6-diesel production for Audi and Ford in 2003. Over the last 15 years, CGI has effectively become the standard material for passenger vehicle V-diesel cylinder blocks.
The production data shown in the graph are based on the annualised fourth quarter production. Despite the concern over reduced diesel take rates in Europe, the First Wave production remains
strong and stable, with 4Q17 approximately 5% higher than 4Q16. The First Wave provided annualised volume of 300,000 Engine Equivalents in the fourth quarter, corresponding to approximately 13% of the total production. While diesel engine takerates declined for small vehicles in 2017, the First Wave is for larger V-type engines used in the popular SUV segment and in luxury sedans. These segments are expected to have continued stable demand for V-diesel powertrains in the foreseeable future. Although the FCA 3.0 litre V6 diesel is applied to Jeep, Lancia and Maserati vehicles in Europe, all of the FCA volume is allocated to the Fourth Wave. Likewise, Range Rover diesel sales in North America are allocated to the First Wave.
Commercial vehicle production began in 2006 and, with the exception of the economic downturns in North America in 2009 and in Europe in 2012, the volume has grown almost linearly. Year-onyear fourth quarter commercial vehicle volume decreased by 3% compared to 2016, but this is regarded as normal variation rather than a decline. Commercial vehicle production currently accounts for 35% of the total volume and SinterCast continues to view commercial vehicles as the largest growth opportunity in both the near-term and the longterm. The outlook for commercial vehicle sales
in each of the main global markets – Europe, North America and China – remains positive, providing growth opportunities derived from the ramp-up of existing programmes and from new programmes coming on-stream. Series production of heavyduty commercial vehicles in China grew by more than 50% in 2017, reaching an all-time high. Chinese demand for new trucks is expected to remain strong in response to government initiatives for road infrastructure and emissions compliance. The Jiangling Motors 9 litre and 13 litre production at the Asimco foundry in China started in 2017 and is expected to contribute to commercial vehicle volumes in 2018. However, the Chinese contribution to SinterCast remains a longer-term project, with the primary nearterm growth opportunity being derived from the Western markets. With more than 20 SinterCast-CGI engine components in production, the successful CGI benchmarks provide strong references for CGI while offering considerable growth potential in a sector that continuously demands downsizing, performance and fuel efficiency.
SinterCast confirmed its confidence in series production in the Third Wave at the 2017 Annual General Meeting of the shareholders. Product development is ongoing, and SinterCast remains confident that the Third Wave will begin to contribute to the production volume in 2018. However, the overall outlook for the Third Wave has become less optimistic in recent years, due to the increased scrutiny on diesel emissions. Most in-line diesel engines are less than two litres in displacement and are used in small passenger vehicles. In these smaller, lower priced vehicles, the on-cost for advanced emissions treatment systems will be more difficult to absorb, potentially reducing the market penetration. Most industry analysts forecast a significant decline in small passenger vehicle diesels, as the diesel powertrain cost becomes incompatible with small vehicle pricing. This concern does not apply to in-line diesel engines for medium-duty and heavy-duty commercial vehicles, where the larger engines have significantly higher loading, and where there is no credible alternative to the diesel engine in the foreseeable future.
The Fourth Wave declined by 6% in 2017 due to reduced production of the FCA 3.0 litre V6 diesel engine for the Ram 1500 pick-up and Jeep Grand Cherokee in the United States, following a stop-selling order from the US Environmental Protection Agency (EPA). The EPA approved the resumption of diesel sales on 28 July 2017, but the accumulated stock of castings, engines, and vehicles - combined with lower demand - delayed the ramp of foundry production. The model year 2018 Ram 1500 will continue to be sold with the SinterCast-CGI diesel option throughout 2018,
but the Jeep Grand Cherokee has not resumed diesel production. The model year 2019 Ram 1500, introduced at the North American International Auto Show (NAIAS) in January 2018, will begin sales in the Spring of 2018. The SinterCast-CGI diesel option will be available in the model year 2019 Ram 1500 in 2019, after EPA approvals are finalised. The outlook is therefore for continued lower volumes of the FCA diesel in 2018, with ramp potential in late-2018 and 2019.
The overall outlook for the Fourth Wave in 2018 is positive, with Ford, GM and Ram all promoting diesel engine options for the three best-selling vehicles in North America, demonstrating the important contribution of diesels for compliance with future fuel economy requirements. Sales of the Ford F-150 diesel pick-up are planned to start in the spring of 2018, potentially providing an increase in the Fourth Wave in 2018. Despite the positive announcements in the full-size pick-up market, the main contribution in the Fourth Wave will continue to come from the Ford 6.7 litre V8 diesel sold in Super Duty pick-up applications, where more than 80% of all sales are based on the SinterCast-CGI diesel engine. Super Duty volume increased in 2017.
The SinterCast-CGI 2.7 litre V6 petrol engine won a 2018 Wards 10 Best Engines award in the Ford F-150
Production in the Fifth Wave remained constant in 2017 at 240,000 Engine Equivalents, with 2.7 litre and 3.0 litre variants of the Ford V6 petrol engine in high-volume production. The 2.7 litre V6 is currently available in Ford and Lincoln vehicles while the 3.0 litre version of the engine is exclusively available in Lincoln vehicles. The 2.7 litre V6 received a coveted Wards 10 Best Engines award at the 2018 NAIAS. Of the five engine options available in the Ford F-150, Wards referred to the 2.7 litre V6 as "the most popular engine in America's most popular pick-up truck". In F-150 applications, the 2.7 litre SinterCast-CGI V6 provides 20-50% more power per litre, 15-90% more torque per litre and 10-20% better fuel economy than the alternative
engine options. Ford has publicly stated that the SinterCast-CGI cylinder block is 40 mm shorter, stiffer and more compact, with similar weight to an aluminium alternative. The ongoing demands to improve fuel economy in the US, and the need to reduce CO2 emissions in Europe, will continue to demand higher performance from smaller engines. This demand, combined with the increase in electrified powertrains, provides the opportunity for more petrol engines to be designed with CGI cylinder blocks.
Increased series production of industrial power components at Caterpillar contributed to a more than 100% increase in production beyond the core Five Waves (Courtesy Caterpillar)
Beyond the Five Waves related to the core cylinder block and head applications, SinterCast also supports the production of passenger vehicle exhaust components and bedplates, and large castings for the industrial power industry. The combined production in the 'other' category more than doubled in 2017, from 85,000 to 182,000 Engine Equivalents, despite the significant decline in the SinterCast-CGI bedplate used in the FCA 3.0 litre V6 diesel engine. Increases in exhaust manifold and turbocharger housing production throughout 2017 contributed to the growth, but the increase was primarily driven by the ramp of three industrial power engine components at the Caterpillar foundry in the United States. The combined increase of approximately 100,000 Engine Equivalents increased the contribution from the 'other' category from 4% in 2016 to more than 8% in 2017. The longstated ambition remains for automotive components other than cylinder blocks and heads, plus industrial power components, to provide approximately 10% of the total volume, even as the core automotive waves continue to grow. The demands for weight reduction, increased specific power, and emissions in off-road applications will continue to support and enable this ambition.
Several new powertrain technologies have been introduced over the last decade. These include battery electric vehicles, plug-in hybrids, conventional hybrids, 48-Volt mild hybrids, and fuel cells. These technologies have received considerable attention, but the penetration rates remain low. In 2017, plug-in electric vehicles (battery electric plus plug-in hybrid) accounted for 1.4% of all new vehicle sales in Europe and 1.2% in the United States. The 2017 penetration in China – the world's largest electric vehicle market – was 3.2%. It is clear that vehicle electrification will grow, but it is important to differentiate between battery electric vehicles and hybrids. Plug-in hybrid, conventional hybrid and 48-Volt hybrid vehicles all require internal combustion engines. Most analysts forecast that the majority of all vehicles produced in 2040 will still have internal combustions engines. Indeed, as the market grows, some analysts suggest that more internal combustion engines will be built in 2030 than in 2020. Many industry insiders believe that the prevailing electric technology will be 48-Volt mild hybrids. In comparison to aluminium, the use of CGI in 48-Volt applications can enable smaller engine packages with similar weight, lower cost, and life cycle energy and CO2 benefits, providing a future growth opportunity for SinterCast. For the foreseeable future, SinterCast does not regard fuel cells as a competitive threat and does not currently see any credible alternative to diesel engines for heavy-duty road hauling and industrial power applications.
Ladle Tracker ladles on pre-heat at the Tupy foundry in Saltillo, Mexico
SinterCast is continuously investigating and developing new technologies. The SinterCast Ladle Tracker® technology was launched in 2016, with the Cast TrackerTM and Operator TrackerTM technologies following in 2017. The suite of Tracking Technologies have been well-received in the market, with the Ladle Tracker technology receiving a Best Paper award at the 2017 American Foundry Conference. The Tracking Technologies leverage the experience of SinterCast in precision measurement and process control in the hostile foundry environment, supplementing the SinterCast mission of developing and installing unique precision measurement products that enhance productivity and control in the foundry industry. The Tracking Technologies can be used with the SinterCast CGI technology or as stand alone technologies to improve the efficiency of iron foundries, aluminium foundries, steel mills or heat treatment facilities. SinterCast also conducted development of other novel concepts during 2017 – both within and beyond the scope of thermal analysis and ladle tracking. SinterCast will continue to investigate and develop new technologies that are unique and that reinforce the image of SinterCast as technology leader, while ensuring that sufficient resources are available to support the core CGI technology and to serve the core CGI market.
| Engine Equivalents above two million for eight consecu- Series production F-150 and F-250 Record revenue; Awards for Ford 30% increase in SinterCast-CGI operating result pick-ups with announced in tive quarters New Ladle technology installation First Ladle TrackerTM TrackerTM launched engines Mexico |
2016 | Series production consecutive years above two million Ford announces industrial power V6 petrol engine SEK 100 million SinterCast-CGI for Ford 2.7 litre Wards 10 Best Engine Equiva diesel in F-150 lents for three production at Engine award Ramp-up of approaches Cumulative Caterpillar milestone dividend pick-up 2017 Series production CGI petrol engine Third consecutive First CGI aviation Engine award for Lincoln vehicles Ram EcoDiesel Wards 10 Best surpasses two million Engine engine begins Sampling Cup FAA approval |
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| year-on-year growth agricultural engine First bespoke CGI consecutive Wards in operating result CGI petrol engine Record revenue; production; 16% First high volume 10 Best for Ram Record series 40% increase begins sales diesel engine launched Second |
2014 | in six Ford and One millionth Equivalents produced process 2015 Record annualised Record installation CGI petrol engine pick-ups for Ram, Engine Award for third consecutive First high volume ments in full-size litre Ram pick-up series production performance for Ford and Nissan lents in October Engine commit Engine Equiva- Wards 10 Best production for VM Motori 3.0 begins series of 1.8 million Ford F-150 engine |
year |
| start of production in established in China revenue established Record installation First System 3000 begins for US light First high-volume agreed with Tupy (SEK 9.0 million) SUV applications announced, with New companies duty pick-up and Plus installation Diesel ramp-up petrol engine and Korea Saltillo 2013 |
2012 | 2013 Toa Koki in Japan, Daeshin foundries Series Production and PurePOWER Mid-City Foundry current V-diesel and commercial Technologies in Record six new in Korea, FAW Wuxi in China, Active product million Engine Daedong and grows to 1.55 development installations: vehicle focus beyond the Equivalents the USA 2011 |
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| Motori launch new Precision in China Series production engine on sale in New installations Navistar and VM vehicle with CGI First passenger SinterCast-CGI surpasses one million Engine North America Land Rover, at FAW and Equivalent Dashiang milestone engines |
2010 | Ford begins series India successfully production of first vehicle engine in Germany adopts concluded at the Process Control First-ever Sinter Cast-CGI trial in third generation system: System process control CGI passenger the SinterCast North America and launch of Development Luitpoldhütte DCM foundry technology foundry in 3000 2009 |
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| tion established in series production Local representa China and India High volume components of exhaust in China begins |
2008 | series production positive cashflow vehicle, increases by 50% power vehicle engines SinterCast-CGI First full-year Year-on-year commercial Eight new launched and industrial result 2007 passenger |
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| production of MAN Precision foundry Doosan Infracore and Ford-Otosan Hyundai 3.0 Litre New installations V8 engine blocks Europe 3.6 litre Successful pre vehicle engines V6 and Ford of Start of series production of in China and at Dashiang commercial foundry in Korea |
2006 | at Ashland Casting Agreement signed for first SinterCast New installations Ford's Cleveland Hyundai 3.0 litre Solutions and at V6 diesel engine Successful pre System 2000 installation in production of Casting Plant production for vehicle China 2005 |
More than 60 components in series production, |
| volume machining 2000 installations ships established Worrall, Hyundai, Strategic partner for design, rapid foundry automa Motor Castings and Tupy-Mauá at Grainger & tion and high New System prototyping, |
2002–2004 | mitment: Ford-PSA commercial Ford-PSA 2.7 litre volume production applications First high-volume V6 diesel engine production com Machining solu ISO 9001:2000 tions for high Start of high 2000–2003 volume CGI Certification Series production: 2.7 litre V6 |
from 2.7 kg to 9 tonnes |
| references in the car, truck and industrial First production power sectors |
1999 | suppliers, foundries and control system: System high-volume machining motive industry, tooling solutions with the auto Intensified sales and marketing activities generation process research institutes Development and launch of second Development of 1997–1998 2000 |
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| First commercial instal lation of System 1000: ISO 9001 certification Cifunsa, Mexico |
1996 | SinterCast Ladle Tracker® and Cast Tracker™ 24 fully automated process control systems and 21 mini-systems installed in 13 countries and supported in 10 languages Stockholmsbörsen O-list, foundries and automotive for motorcycles, cars and Motorsport programmes Introduction to Swedish Dual marketing toward first industrial product: Initial experience in Stock Exchange, Development of System 1000 26 April 1993 |
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| Fundamental research First technical demon on the solidification behaviour of CGI strations |
1984–1991 | 1992–1995 Current Status OEMs trucks First patent filed SinterCast AB founded 1983 |
market introduction |
8 Annual Report 2017
SinterCast History
Compacted Graphite Iron is an engineered form of cast iron. It is at least 75% stronger and 45% stiffer than conventional grey iron and aluminium alloys. More importantly, CGI provides double the fatigue strength of grey iron and up to five times the fatigue strength of aluminium at elevated temperatures. In new designs, these properties enable engineers to reduce size and weight while increasing performance. For existing components, the properties of CGI can eliminate premature failure and allow operating loads to be increased. CGI is ideally suited to components that have simultaneous mechanical and thermal loading, such as cylinder blocks and heads, exhaust manifolds and turbocharger housings. CGI provides benefits for passenger vehicle, commercial vehicle, and industrial power engines, including agricultural, marine, locomotive, off-road and stationary power applications.
Compacted Graphite Iron enables automotive engines to be 10-20% lighter than conventional cast iron engines and 10-20% shorter than aluminium engines. The reduced length means that all of the components that span the length of the engine are also shorter, and therefore lighter. The net result is that fully assembled CGI engines can be the same weight, or even lighter than, aluminium engines. CGI also allows for 10-20% increased power per litre, 75-100% improved durability, and 5-10% reduced operating noise. These benefits contribute to the ongoing trend toward downsizing in passenger vehicle and commercial vehicle engines – more power and improved fuel economy from smaller and lighter engine packages. Compared to aluminium, CGI is stronger; consumes less energy and generates less CO2 during production; is more recyclable; and, less expensive.
The SinterCast process is based on the measurement and feedforward correction of each ladle as it moves through the foundry. The process begins with an accurate analysis of the liquid iron, conducted in the patented Sampling Cup. Based on the result of this measurement, additional amounts of magnesium and inoculant are automatically added to each ladle, in wire form, to optimise the composition of the iron prior to casting. During series production, the average corrective addition of magnesium is approximately 35 grams per tonne, bringing pharmaceutical levels of control to the hostile foundry environment. The System 3000 Plus additionally provides automatic control of the base treatment process. The two-step measureand-correct control strategy eliminates variation and ensures cost-effective CGI production.
Increasing demands for process efficiency, product traceability and foundry profitability require the ability to measure every step of the foundry process, and to use these measurements to determine and implement corrective actions that resolve the root of the problem. The SinterCast Ladle Tracker® technology is based on the placement of an identification 'tag' on each ladle and the installation of 'tag readers' at key locations in the foundry to track the time and location of every ladle as it moves through the process. If any step has not been successfully completed, the pouring car can be automatically blocked, without relying on the behaviour of the operator. The SinterCast Cast TrackerTM places a unique code on each sand mould to identify the manufacturing parameters for the mould, the storage conditions, and the eventual casting sequence within the ladle. Together, Ladle Tracker and Cast Tracker provide complete traceability of each casting. The Tracking Technologies can be used with the SinterCast-CGI process, or as stand-alone control technologies, broadening the SinterCast scope to include iron and aluminium foundries, steel mills and heat treatment facilities.
The Mini-System 3000 is a purpose-built thermal analysis system for product development, prototyping and niche volume production. The Mini-System 3000 uses the same sampling technology and software as the fully automated System 3000, but is based on a simplified hardware platform. The Mini-System 3000 does not include an integrated wirefeeder. The foundry can source a separate wirefeeder and manually input the magnesium and inoculant wire addition results provided on the operator display screen. As with the fully automated System 3000, all analysis results and thermal analysis process parameters are available to foundry supervisors and engineers.
All product calibrations developed using the Mini-System 3000 can be directly transferred to the fully automated System 3000 to provide continuity as products evolve to series production.
| Components | Operator Control Module (OCM) Sampling Mechanism SAM Lighthouse Operator Box |
|---|---|
| Foot-print | 1,400 x 550 mm |
| Max Height | 1,630 mm |
| Weight | 190 kg |
| Power Supply | 110–120V, 50–60Hz, 2kW max. 220–240V, 50–60Hz, 2kW max. Single Phase. To be specified on order |
SinterCast Mini-System 3000
SinterCast Immersion Sampling
The patented SinterCast Sampling Cup is fabricated from stamped and drawn steel sheet. In comparison to conventional thermal analysis sand cups, the design of the thin-wall immersion sampler ensures a constant sample volume, prevents oxidation of the iron during pour-in filling, provides a more uniform solidification profile and yields a more accurate measurement of undercooling because of the elimination of chill-solidification. The thermal analysis is obtained from two high-accuracy thermocouples that are contained within a protective tube in the Sampling Cup and reused up to 250 times. These design advantages ensure
consistency and are a key element of successful CGI production: the stable CGI window is so small that it is essential that all measured differences in the thermal analysis can be attributed to changes in the solidification behaviour of the iron rather than to variation in the sampling conditions. The walls of the Sampling Cup are coated with a reactive coating that consumes active magnesium in order to simulate the fading of magnesium in the ladle. This patented Mg-fade simulation allows SinterCast's customers to safely target the low end of the 0-20% Nodularity window in order to minimise the risk of porosity defects and to optimise material properties and machinability, while safely avoiding flake graphite formation. SinterCast has successfully used steel Sampling Cups and re-useable thermocouples since 1999.
The fully automated System 3000 provides a flexible, robust and accurate hardware and software platform that enables SinterCast's customers to independently control CGI series production and product development. The System 3000 is comprised of individual hardware modules that can be configured to suit the layout, process flow and production volume of any foundry, both for ladle production and pouring furnaces. The basic configuration consists of one Sampling Module (SAM), one Operator Control Module (OCM), a Power Supply and a network-linked Wirefeeder for automated addition of magnesium and inoculant prior to casting. This configuration provides sampling capacity for approximately 15 ladles per hour. Additional Sampling Modules can be added to increase the throughput. The System also incorporates automatic feedback control of the base treatment process.
Fully Automated System 3000 with two Sampling Modules
| Components | Sampling Module (SAM) Operator Control Module (OCM) Complete Wirefeeder Power Supply Module |
|---|---|
| Foot-print | 1,200 x 800 mm, on pallet |
| Max Height | 1,960 mm |
| Weight | 392 kg (pallet mounted items) 290 kg (Complete Wirefeeder) |
| System 3000 Power Supply |
110–120V, 50–60Hz, 2kW max 220–240V, 50–60Hz, 2kW max Single Phase To be specified on order |
| Wirefeeder Power Supply |
380–415V, 3 kW max, Three Phase Dry oiled compressed air 5–10 bar |
| Sampling Rate | 1 sample every 4 minutes |
Automatic Wirefeeder, including Wirefeeder Head, Control Cabinet, Operator Box and Signal Lamp Assembly
Increasing demands for process efficiency, product traceability and foundry profitability require the ability to measure every step of the foundry process, and to use these measurements to determine and implement corrective actions that resolve the root of the problem. In support of this demand, SinterCast has developed a suite of tracking technologies that provide new insight for foundry supervisors and managers. These precision measurement and control technologies include the SinterCast Ladle Tracker®, Cast Tracker™ and Operator Tracker™. These technologies can be applied to grey iron, ductile iron and CGI foundries, and also to other metallurgical facilities such as steel mills and heat treatment facilities.
The Ladle Tracker technology provides a unique solution to correctly identify, trace, and document the movement of ladles throughout the foundry process. Ladle Tracker is comprised of individual hardware modules that can be configured to suit the layout, process flow, and production volume of any foundry. The system can also interface with and receive input signals from peripheral devices for temperature measurement, weight, chemistry and wirefeeding data to ensure that every ladle receives all critical treatments and completes all process steps within pre-set time limits.
RFID Antennae or optical cameras can be positioned at any key measurement location in the foundry
Together, the Ladle Tracker and Cast Tracker technologies link the core and mould history to the liquid metal history, providing complete traceability.
RFID Tags or 2D optical matrix plates (shown) can be used to identify ladles
Flexibility: Flexible hardware platform can be configured to suit the layout, process flow, and production volume of any type of foundry. Additional measurement locations can be added at any time.
Robustness: Robust equipment designed for the foundry environment, including protected RFID tags and 2D optical solutions, provides a highly reliable, low maintenance system.
Cast Tracker provides complete traceability of each casting from the date and time of core production (inception), shelf storage time, pouring (birth) and shake out. Together with the Ladle Tracker technology, Cast Tracker links the moulding history to the liquid metal history. For the OEM end-user, this novel capability provides complete traceability of each casting. For the foundry, Cast Tracker provides the detailed information (such as cast sequence) needed to determine robust correlations between defects and process parameters.
Additional features for Cast Tracker beyond the Ladle Tracker features include:
Operator Tracker can identify and record which operator performed any task, allowing foundry managers to reward consistent performance, to provide additional training, and to promote and measure efficiency competitions between shift teams. The Operator Tracker technology can also be used to set and quantitatively measure KPI's for individual operators, and to give added confidence to customers.
RFID Tags or 2D optical matrix plates enable ladles to be traced throughout the process, linking each mould to the liquid metal history
Real-time position monitoring and tracking with Cast Tracker
RFID Tags or 2D optical matrix plates provide traceability of every core package, every mould and every flask to the parent ladle.
SinterCast contributes to the environment directly and indirectly. In the foundry, the improved efficiency of the SinterCast-CGI technology reduces energy consumption; reduces CO2 emissions; and reduces the demand for raw materials. On the road, CGI enables the use of more efficient downsized engines, improving fuel economy and reducing CO2 emissions.
Process Control: right-first-time
Improved process control reduces the number of rejected (scrap) castings in the foundry. Less scrap means fewer castings need to be re-melted and re-cast. The energy needed to melt cast iron is approximately 10,000 MJ per tonne. For a foundry producing one million Engine Equivalents per year, with a mould yield of 65%, the annual energy demand for melting is approximately 800 million MJ, corresponding to more than 35,000 tonnes of coal per year. Every 1% of scrap reduction reduces the coal demand by over 350 tonnes per year – approximately 1,000 tonnes of CO2 for every one million Engine Equivalents. SinterCast helps the foundry to be right-first-time.
The increased strength of CGI allows the weight of cylinder blocks to be reduced by 10-20% compared to a conventional cast iron cylinder block. Less weight means less metal melted in the foundry. For a foundry producing one million Engine Equivalents per year, 15% weight reduction provides an annual savings of 7,500 tonnes of castings, corresponding to approximately 10,000 tonnes of liquid iron. This reduction in liquid metal demand corresponds to a saving of approximately 100 million MJ of electricity, 4,500 tonnes of coal, and 10,000 tonnes of CO2 per year.
The smallest and most fuel-efficient engine in the Ford F-150 is made of SinterCast-CGI
The SinterCast-CGI 2.7L V6 provides the same torque as the 5.0 L V8
Engine downsizing with CGI can save 100 kg of weight, corresponding to 250 kg of CO2 per year (Courtesy Navistar)
The increased strength of CGI allows engineers to reduce weight while increasing the combustion pressure, resulting in more power per litre. Smaller CGI engines can replace larger engines while providing similar performance. This downsizing can provide weight reduction of approximately 25 kg in a passenger vehicle engine. For passenger vehicles, every 100 kg of weight reduction provides a fuel saving of approximately 0.2 litres for every 100 km driven. The 25 kg weight saving corresponds to 100 litres of saved fuel over the 200,000 km lifetime of a vehicle, providing a reduction of approximately 250 kg of CO2 per vehicle.
Weight reduction in commercial vehicles enables increased payloads; reduced vehicle-miles; and, improved fuel economy. Every 100 kg of weight reduction improves commercial vehicle fuel economy by 0.1%. For a typical 12 litre engine, with fuel consumption of 40 litres per 100 km, the use of SinterCast-CGI can reduce the weight by approximately 100 kg, yielding fuel savings of approximately 0.04 litres for every 100 km. With typical annual mileage of 250,000 km, the weight saving of 100 kg corresponds to a fuel saving of approximately 100 litres of diesel fuel per year – a reduction of more than 250 kg of CO2 per year and 2,000 kg of CO2 over the typical lifetime of a commercial vehicle.
benefit to society. The energy required to produce virgin aluminium is five times higher than the energy needed to smelt iron
during the life of the vehicle. The energy needed to produce one tonne of aluminium cylinder blocks is three-to-six times higher than the energy needed to produce one tonne of cast iron cylinder blocks
Under most production conditions, the higher energy needed to produce an aluminium cylinder block cannot be recovered during the life of the vehicle
The production of primary aluminium from ore requires approximately five times more energy than the mining and smelting of iron. The foundry processing of aluminium also requires more energy than cast iron. To provide a net benefit to society, the reduced weight of the aluminium engine must provide fuel savings that are larger than the extra energy contained in the raw materials plus the extra energy consumed to produce the cylinder block. For a typical 1.6 litre fourcylinder engine, the weight difference between an aluminium engine and a cast iron engine is usually less than 10 kg. Weight reduction in passenger vehicles saves approximately 0.2 litres of petrol (0.15 litres of diesel) for each 100 km driven and 100 kg of weight saved. Considering the 34.2 MJ/litre energy content of petrol (38.6 MJ/litre for diesel), a 10 kg lighter aluminium engine must drive approximately 200,000- 500,000 km before the initial energy penalty is recovered. This is beyond the life of most vehicles. For V-type engines, CGI engines are often lighter than aluminium engines. For these engines, it is impossible for aluminium to provide a net CO2
The total energy embodied in a component is the sum of the energy in all of the raw materials arriving at the foundry, plus the energy consumed by the manufacturing processes needed to produce the component. The plot shows the total energy for aluminium cylinder blocks produced by High Pressure Die Casting (HPDC); Low Pressure Die Casting (LPDC) and Low Pressure Sand Casting (LPS) and in Cast Iron Sand Casting (CISC). To provide a net benefit to society, the higher energy consumed during the production of an aluminium cylinder block must be recovered through reduced fuel consumption
The plot shows the driving distance required to payback the higher energy consumed during the manufacture of an aluminium cylinder block. Each recycling 'loop' dilutes the embodied primary energy in an aluminium cylinder block. The dark blue bar represents the total energy after one recycling loop. The light grey bar represents the total energy after infinite recycling. Most aluminium cylinder blocks in service today have been recycled less than five times. The horizontal black line represents the average life of a passenger vehicle – 210,000 km. Under most production conditions, the use of aluminium does not a provide a net energy benefit to society.
The higher efficiency of diesel engines reduces fuel consumption and CO2 emissions. The difference is most significant in larger vehicles, where SinterCast-CGI engines are used. (Courtesy AVL)
Life cycle analysis conducted by IAV GmbH, Germany, based on a 200,000 km vehicle lifespan [C. Severin et. al. 38th Vienna Motor Symposium 2017]
Life cycle analysis conducted by Wingas GmbH and Volkswagen, based on a 200,000 km vehicle lifespan [L. Möhring et al. 38th Vienna Motor Symposium 2017]
Diesel fuel contains approximately 12% more energy than petrol and diesel engines have a higher thermodynamic efficiency than petrol engines. The net result is that diesel engines are 20-30% more fuel efficient than petrol engines.
Diesel engines contribute to reduced CO2 emissions. However, the political debate has evolved from CO2 and climate change toward NOx and air quality. Several major Tier I suppliers to the automotive industry have presented solutions to reduce diesel NOx emissions below legislated levels. These solutions are generally based on combining established treatment technologies to sequentially reduce the NOx. These technologies enable continued use of diesel engines in larger SUV, luxury vehicles and pick-ups, where the benefits are greatest, and where drivers seek the drivability, range and fuel economy offered by diesels. The cost of these technologies may be too high for lower cost vehicles, reducing the diesel take rate in small vehicles.
Today's legislation focusses only on the tailpipe emissions during the on-road use phase, with no regard for the energy consumption or emissions during the manufacture of the vehicle; the provision of the fuel (or electricity); or, the end-oflife recycling. The full environmental impact of electric vehicles must include the additional energy needed to manufacture the batteries and the emissions associated with the generation and distribution of the electricity used to charge the batteries.
For a typical mid-size vehicle, battery manufacturing adds 15% to the CO2 emissions associated with vehicle manufacture and assembly. For a full-size vehicle, the larger battery pack can add 60-70% to the vehicle CO2 emissions. Life cycle studies (left and below) consistently show that the total life cycle CO2 of diesel vehicles and electric vehicles is not significantly different, and that electric vehicles can often have higher life cycle CO2 emissions.
Life cycle analysis conducted by FEV, Germany, based on a 170,000 km vehicle lifespan [C. Schernus et al. 29th AVL Engine and Environment Conference 2017]
The executive management with 50 years of combined service
Rejmyre, Sweden Born 1967
Nationality: British Employed since 2003 *No. of shares: 8,000
*As of 15 March 2018
President & CEO London, United Kingdom Born 1962 BEng, MASc, PhD, PEng, FIMechE Nationality: Canadian, British Employed since 1991 *No. of shares: 37,500
Finance Director Rönninge, Sweden Born 1962 BSc Nationality: Swedish Employed since 2004 *No. of shares: 11,000
Operators at Teksid do Brasil celebrate 'first iron' after the installation of the SinterCast System 3000 Plus (Courtesy Teksid)
Hans-Erik Andersson Chairman
Danderyd, Sweden Born 1950, Nationality: Swedish
Board Member of Anticimex, New TopHolding AB, JLT Risk Solutions AB and Chairman of Skandia
Former Chairman of Cision AB, Semcon AB, Erik Penser Bank and Canvisa AB as well as CEO Skandia, Nordic Region Head Marsh & McLennan Companies and Executive Director Mercantile & General Re
5,000 SinterCast Shares 1,249 SinterCast Shares 800 SinterCast Shares 1,000 SinterCast Shares
Jason Singer Board Member BA, MSc
London, United Kingdom Born 1971, Nationality: American, British
Other Assignments Senior Vice President at D.E. Shaw & Co
Professional background Former News Editor, The Wall Street Journal
Note: All information as of 15 March 2018.
Robert Dover Board Member FR Eng, FIED, FRSA
Chairman of British Motor Industry Heritage Trust, Jaguar Daimler Heritage Trust, Autoscan Ltd and Advanced Propulsion Centre UK Ltd. Director and Member of the Audit Committee of Chemtura Corporation
Professor of Industrial Manufacturing, Warwick University, Former Chairman and CEO of Jaguar and Land Rover. Former Chairman and CEO Aston Martin
Caroline Sundewall Board Member MBA
Skillinge, Sweden Born 1958, Nationality: Swedish
Chairman Streber Cup Tennis Foundation, Board Member Cramo Oy, Elanders, Hemfosa & Mertzig Asset Management. Founder & owner Caroline Sundewall AB
Former Business Journalist, Commentator and Editor for Dagens Industri, Affärsvärlden, Sydsvenska Dagbladet and Finanstidningen. Business Controller at Ratos
Elected 2014 Elected 2017 Elected 2007 1,512 SinterCast Shares 2,000 SinterCast Shares 37,500 SinterCast Shares
Information regarding Board meeting presence is presented on page 26
Laurence Vine-Chatterton Board Member B.A., F.C.A.
Guildford, United Kingdom Born 1949, Nationality: British
Trustee-Treasurer of the Arboricultural Association, Non-executive Director of Surrey and Borders Partnership NHS Foundation Trust and Chairman of its Audit Committee
Former President of Intermet Europe GmbH. Former non-executive Director of Automotive Components Europe S.A.
Elected 2013 Elected 2004 Elected 2011 Elected 2014
Steve Dawson President & CEO BEng, MASc, PhD, PEng, FIMechE
London, United Kingdom Born 1962, Nationality: Canadian, British
Other Assignments No other Board duties
Former Technical Director and Chief Operating Officer, SinterCast Group Senior Research Engineer, LTV Steel
Carina Andersson Board Member MSc Metallurgy
Stockholm, Sweden Born 1964, Nationality: Swedish
Board Member of Beijer Alma AB (Publ), Gränges AB (Publ), Systemair AB (Publ) and Chairman of eiCandersson AB
Former Managing Director at Ramnäs Bruk AB, former General Manager at Sandvik
Information regarding Board remuneration is presented on pages 26 and 42
The Board of Directors and the Managing Director of SinterCast AB (publ), corporate identity number 556233-6494, hereby submit the Annual Report and consolidated financial statements for 2017. SinterCast AB, the Parent Company of the SinterCast Group, is a publicly traded limited liability company with its registered office located in Stockholm, Sweden.
Following significant reductions in three high volume programmes during the first half of 2017, series production improved throughout the year, both due to new programmes ramping up and due to the recovery of two of the three affected programmes. Ultimately, the full-year production finished at effectively the same level as 2016. Sampling Cup shipments also exerted pressure on the results during the first half of the year, due to reduced production volume and inventory adjustments at key customer sites. Full-year revenue was also affected by reduced installation demand, where the equipment revenue of SEK 3.7 million was significantly below the previous five-year average of SEK 7.8 million.
SinterCast is the world's leading supplier of process control technology for the reliable high volume production of Compacted Graphite Iron (CGI). With at least 75% higher tensile strength, 45% higher stiffness and approximately double the fatigue strength of conventional grey cast iron and aluminium, CGI allows engine designers to improve performance, fuel economy and durability while reducing engine size, weight, noise and emissions. The SinterCast technology, with 45 installations in 13 countries as of 15 March 2018, is primarily used for the production of petrol and diesel engine cylinder blocks and exhaust components for passenger vehicles, cylinder blocks and heads for mediumduty and heavy-duty commercial vehicles, and industrial power engine components for marine, rail, off-road and stationary engine applications. SinterCast supports the series production components ranging from 2.7 kg to 9 tonnes, all using the same proven process control technology. As a specialist supplier of precision measurement and process control solutions to the metals industry, SinterCast also offers a suite of Tracking Technologies, including the SinterCast Ladle Tracker®, Cast TrackerTM and Operator TrackerTM, to improve process control, productivity and traceability in a variety of applications.
With successful high volume CGI production in customer foundries located in Europe, Asia and the Americas, SinterCast has established a global organisation with employees and offices in Sweden, the United Kingdom, the United States, China and Korea.
The global organisation includes functions for Sales & Marketing, Operations, Research & Development, Process Engineering and Finance & Administration. All of these functions report directly to the President & CEO of the SinterCast Group and Managing Director of SinterCast AB. The global Sales & Marketing function is responsible for supporting the commercial needs of existing customers and for the active development of new foundry and OEM business opportunities. The Operations function is responsible for the production and supply of the control systems and sampling consumables, commissioning of new installations, and quality management, including the current ISO 9001:2015 certification. The Research & Development function is responsible for the continuous improvement of the core thermal analysis technology, the process control software, new product development and general metallurgical support. The Process Engineering function is responsible for the metallurgical planning and commissioning of new installations and customer training, technical support of ongoing foundry production activities, field trials, and technical support of prospective customers. The centralised Finance & Administration function, based at the Technical Centre in Katrineholm, is responsible for supporting the needs of all Group companies with regard to finance, control, administration, human resources and information technology. The Finance & Administration function also supports the Board and the President & CEO in various matters.
SinterCast AB (publ) is the Parent Company of the SinterCast Group, with its registered office located in Stockholm, Sweden. On 31 December 2017, the Parent Company had 16 (16) employees, four (four) of whom are female. The majority of the operations are managed by the Parent Company while local operations in the United Kingdom, United States, Korea and China are managed by the local companies. The information given for the Group in this report corresponds in all material respects to the Parent Company. However, the result for the period may differ between the Group and the Parent Company due to intercompany transactions between the Parent Company and its subsidiaries.
The Parent Company holds all of the patents and trademarks and controls the activities of the Group. The legal structure of the SinterCast Group includes the Parent Company, SinterCast AB (publ), and its subsidiaries SinterCast Ltd in the United Kingdom, SinterCast Inc in the USA, SinterCast Trading (Beijing) Co., Ltd in China, SinterCast Korea Co., Ltd in Korea and SinterCast SA de CV and SinterCast Servicios SA de CV, both in Mexico.
As of 31 December 2017, the Group had 21 (21) employees, four (four) of whom are female. SinterCast is well positioned to support global market activities and to drive the future growth of the company.
The company has implemented a strategy to protect its technology through patents or other intellectual property rights to preserve its leading position within CGI process control. The company applies for patents in selected countries that are relevant to the foundry and/or automotive industries, while retaining some core technology as knowhow.
SinterCast currently holds 8 (8) patents, granted or pending, and maintains 49 (58) individual national phase patents worldwide. These patents address the SinterCast metallurgical technology, thermal analysis, the CGI Sampling Cup, product applications and machining. During recent years, the company allowed selected patents to lapse, as it was judged that continued payment of the national phase annuities for these patents would not provide a return on the investment.
Emphasis of the R&D activity is to continuously improve the accuracy and the reliability of the thermal analysis and process control software and to develop the SinterCast Tracking Technologies. The SinterCast Ladle Tracker® technology ensures that all treatments and processes are performed within the specified limits, improving process efficiency, product quality, and productivity. The SinterCast Cast TrackerTM offers complete traceability of each casting from the date of manufacture of the cores (inception), shelf storage time, pouring (birth) to shake out. Installation discussions are ongoing for CGI process control systems and for the new Tracking Technologies, for, grey, CGI and ductile iron foundries, and for other metal processing applications. As production references become established, the suite of Tracking Technologies will begin to contribute to the total installation revenue. SinterCast is also investigating the development of other unique technologies – within and beyond the scope of thermal analysis – to improve quality and production efficiency in the cast iron foundry industry.
SinterCast operates within the environmental limits established by local and national legislation and does not have any operations that require specific environmental permission or concessions from the authorities. The accuracy of the SinterCast process enables foundries to produce CGI castings with a lower scrap rate, thus reducing the emissions and the cost associated with re-manufacturing. As a CGI-enabler, the SinterCast technology contributes to the production of smaller and more fuel-efficient engines, thus reducing CO2 emissions in passenger vehicle and commercial vehicle applications. In general, the engines produced using SinterCast-CGI provide approximately 20-30% better fuel efficiency and 20-30% less CO2 emissions than the nearest available engine options.
Uncertainty factors for SinterCast include the timing of OEM decisions for new CGI engines and other components, adherence to start-of-production dates and ramp projections, the global economy for new vehicle sales, technology trends and emissions legislation, and the individual sales success of vehicles equipped with SinterCast-CGI components.
In Europe, passenger vehicle sales have increased for the last four years and most forecasters indicate a stable or
positive near-term outlook for both passenger vehicles and commercial vehicles. However, political uncertainty remains, and this could affect infrastructure, investment, trade and, ultimately, vehicle sales. In Asia, the dominant Chinese market has shown recovery in the commercial vehicle sector, which represents the primary opportunity for CGI. Growth for SinterCast in China depends on the continued modernisation of road infrastructure, enforcement of emissions legislation, and acceptance of the SinterCast business model. In North America, passenger vehicle sales remain strong and SinterCast has benefitted from the recent market growth and the trend toward larger crossovers, SUVs and pick-ups. Although the top-three best-selling vehicles in America have recently committed to diesel engine options, the long-term outlook for diesel passenger vehicles remains uncertain. The possible renegotiation of free trade agreements could also have an impact on the North American passenger vehicle and commercial vehicle markets. For full risk and uncertainty factor information, please see note 26 on pages 49 and 50.
The revenue for the SinterCast Group relates primarily to income from equipment, series production and engineering service.
| Revenue Breakdown | January-December | |
|---|---|---|
| Amounts in SEK million if not otherwise stated | 2017 | 2016 |
| Number of Sampling Cups shipped | 144,600 | 168,800 |
| Equipment1 | 3.7 | 7.1 |
| Series Production2 | 60.7 | 66.5 |
| Engineering Service3 | 1.2 | 1.8 |
| Other | 0.0 | 0.0 |
| Total | 65.6 | 75.4 |
1 Includes revenue from system sales and leases and sales of spare parts
2 Includes revenue from production fees, consumables and software licence fees
3 Includes revenue from technical support, on-site trials and sales of test pieces
The January-December 2017 revenue amounted to SEK 65.6 million (SEK 75.4 million). Revenue from series production decreased by 9% to SEK 60.7 million (SEK 66.5 million), primarily due to the decreased shipment of 144,600 (168,800) Sampling Cups. Series production was 5% below the 2016 pace after the first quarter but recovered during the year to finish on par with 2016, at 2.1 million Engine Equivalents. Equipment revenue amounted to SEK 3.7 million (SEK 7.1 million) following the shipment of the equipment for the System 3000 Plus upgrades at Teksid Monclova and Tupy Saltillo in Mexico and spare parts to various customers. Engineering Service amounted to SEK 1.2 million (SEK 1.8 million) following support provided to various customers globally and the sale of test pieces.
The business activities of SinterCast are best reflected by the Operating Result. This is because the "Result for the period after tax" and the "Earnings per Share" are influenced by the financial income and costs and by the revaluation of tax assets.
| Results Summary | January-December | |
|---|---|---|
| Amounts in SEK million if not otherwise stated | 2017 | 2016 |
| Operating Result | 17.7 | 26.4 |
| Result for the period after tax | 18.6 | 26.8 |
| Earnings per share (SEK) | 2.6 | 3.8 |
The January-December 2017 operating result of SEK 17.7 million (SEK 26.4 million), decreased by SEK 8.7 million as a result of lower gross results of SEK 8.2 million primarily derived from lower revenue, combined with higher operating costs of SEK 0.5 million; Sales and marketing costs decreased by SEK 0.3 million, administration costs increased by SEK 0.3 million, net research & development costs decreased by SEK 0.6 million, other operating income (unrealised revaluation gain from outstanding receivables) decreased by SEK 0.5 million and other operating costs (unrealised revaluation loss from outstanding receivables) increased by SEK 0.6 million. The Result for the period after tax amounted to SEK 18.6 million (SEK 26.8 million), decreased by SEK 8.2 million, primarily related to the SEK 8.7 million reduction in the operating result and a SEK 0.6 million increase in the financial net (primarily decreased unrealised revaluation gains derived from outstanding hedge contracts) and decreased tax income of SEK 0.1 million.
Tax income for the January-December 2017 period amounted to SEK 0.9 million (SEK 1.0 million), derived from SEK 1.0 million in capitalised deferred tax asset and SEK 0.1 million tax expenses in subsidiary companies. The estimated future taxable profit and deferred tax asset calculation is reassessed every quarter. As of 31 December 2017, SEK 147.0 million (SEK 142.3 million) of the SinterCast total carried-forward tax losses are the basis of the updated calculation, resulting in SEK 32.3 million (SEK 31.3 million) being capitalised as a deferred tax asset.
| Cashflow Summary | January-December | Cashflow Changes | |
|---|---|---|---|
| Amounts in SEK million if not otherwise stated | 2017 | 2016 | 2017 vs. 2016 |
| Cashflow from operations, before change in working capital | 18.9 | 26.9 | -8.0 |
| Change in working capital | -2.0 | -1.5 | -0.5 |
| Cashflow from operations | 16.9 | 25.4 | -8.5 |
| Cashflow from investing activities | -3.7 | -3.3 | -0.4 |
| Cashflow from financing activities | -28.4 | -24.8 | -3.6 |
| Exchange rate differences in cash and cash equivalents | 0.0 | 0.0 | 0.0 |
| Cashflow total | -15.2 | -2.7 | -12.5 |
| Liquidity | 30.1 | 45.3 |
The January-December 2017 cashflow from operations decreased by SEK 8.5 million compared to 2016. This was primarily due to the net effect of a decrease of SEK 8.0 million in cashflow from operations before changes in working capital, plus changes in cashflow from working capital (SEK -0.5 million), derived from changed cashflow from receivables (SEK 0.9 million) and operating liabilities (SEK -1.4 million). Total investments amounted to SEK 3.7 million, primarily related to the activation of products under development (SEK 3.1 million), patent investments (SEK 0.2 million), facilities and computer hardware upgrades (SEK 0.3 million) and production equipment (SEK 0.1 million).The total cashflow amounted to SEK -15.2 million (SEK -2.7 million), primarily due to the decreased cashflow from operations (SEK 8.5 million), a 15% increase in the dividend from SEK 24.8 million in 2016 to SEK 28.4 million in 2017 and the increases in investment (SEK 0.4 million). Liquidity on 31 December 2017 was SEK 30.1 million (SEK 45.3 million). SinterCast has no loans.
The Annual General Meeting 2018 of SinterCast AB (publ) will be held on Thursday 24 May 2018.
Shareholders wishing to have a matter considered at the Annual General Meeting should provide written submissions to [email protected] or to the company: SinterCast AB (publ), Kungsgatan 2, 641 30 Katrineholm, Sweden, at least seven weeks prior to the Annual General Meeting for the proposal to be included in the notice of the meeting. Further details on how and when to register will be published in advance of the Annual General Meeting.
The Annual General Meeting of SinterCast AB (publ) held on 18 May 2017 approved an ordinary dividend of SEK 2.5 per share (SEK 2.0 per share) and an extraordinary dividend amounting to SEK 1.5 per share (SEK 1.5 per share), representing a distribution of SEK 28.4 million (SEK 24.8 million) to the shareholders of SinterCast AB (publ) for the financial year 2016.
The Board's intention is to continue to provide an ordinary dividend to the shareholders, based primarily on the cashflow from operations. In the event that the Board considers that the liquidity exceeds the amount needed to support the operational requirements and strategic objectives, the Board has the option to propose an extraordinary dividend or a share buy-back to further adjust the liquidity.
The Board of Directors propose an ordinary dividend of SEK 2.75 per share (SEK 2.5 per share) with no extraordinary dividend (SEK 1.5 per share), representing a distribution of SEK 19.5 million (SEK 28.4 million) to the shareholders of SinterCast AB (publ) for the financial year 2017. The Board proposes 28 May 2018 as the record date for entitlement to receive dividends. In deciding the amount of the ordinary dividend to be proposed to the AGM 2018, the Board considered cashflow from operations, the financial position, investment requirements and other factors, such as market outlook, growth strategy and the internal financial forecast for the Group.
As a basis for the Board's dividend proposal, the Board of Directors made an assessment in accordance with Chapter 18, Section 4 of the Swedish Companies Act including the liquidity of the Parent Company and the Group, the need for financial resources, the current financial position, and the long-term ability to meet commitments. The Group reports an equity ratio of 90.6% (89%) and a net cash amount of SEK 30.1 million (SEK 45.3 million). Unrealised changes in the value of assets and liabilities at fair value have had a net effect on equity of SEK -0.2 million (SEK 0.6 million). The Board of Directors also considered the Parent Company's result and financial position and the Group's position in general. In this respect, the Board of Directors has taken into account known commitments that may have an impact on the financial positions of the Parent Company and its subsidiaries. The proposed dividend does not limit the Group's ability to make investments or raise funds, and it is the Board's assessment that the proposed dividend is well-balanced considering the nature, scope and risks of the business activities as well as the capital requirements for the Parent Company and the Group.
The following earnings in the Parent Company are at the disposal of the Annual General Meeting.
(Amounts in SEK)
| Share premium reserve | 35,336,610 |
|---|---|
| Result brought forward | 5,227,223 |
| Result for the year | 18,301,264 |
| Total non-restricted equity of the Parent Company | 58,865,097 |
The Board of Directors proposes to the AGM that earnings be distributed as follows.
(Amounts in SEK)
| A dividend of SEK 2.75 per share shall be distributed | 19,497,866 |
|---|---|
| To be retained by the Parent Company | 30,367,231 |
| Total | 58,865,097 |
There have been no significant events since the balance sheet date of 31 December 2017 that could materially change these financial statements. The following press releases have been issued:
18 January 2018 – Focus on pick-up trucks and diesel engines at North American International Auto Show
21 February 2018 – SinterCast Results October-December 2017 and Full Year Results 2017
28 February 2018 – Sanlian Casting adopts SinterCast technology for Chinese commercial vehicle CGI production
SinterCast focuses primarily on providing process control technology and know-how for the reliable high volume production of Compacted Graphite Iron. SinterCast promotes CGI within the foundry and end-user communities to increase the overall market opportunity for CGI and to define the forefront of CGI development, production and application. This focus and these efforts will secure SinterCast's global leadership in the field of CGI. SinterCast also builds upon its technical expertise in thermal analysis and cast iron process control to develop new technologies beyond the core CGI market. These focused activities will provide the foundation for increasing the long-term value of the company for its shareholders. As a technology led company, SinterCast will grow and prosper by earning the respect of its customers.
Corporate Governance at SinterCast is aimed to ensure continued strong development of the company and, consequently, that the Group fulfils its obligations to shareholders, customers, employees, suppliers and society.
Corporate Governance includes: establishing the overall operational goals and strategy of the company; ensuring that there is an effective system for follow-up and control of the company's operations; ensuring that there is a satisfactory process for monitoring the company's compliance with laws and other regulations relevant to the company's operations; and, defining necessary guidelines to govern the company's ethical conduct and ensuring that the company's external communications are characterised by openness and that such communications are accurate, reliable and relevant. The Group's risks are well-analysed and risk management is integrated in the work of the Board and in operational activities.
The Swedish Annual Accounts Act prescribes that listed companies shall, on a yearly basis, present a Corporate Governance Report, to be included in the Annual Report. The Swedish Companies Act defines the legal framework for limited liability companies including rules for the Articles of Association, the share, the Annual General Meeting (AGM), and the management of the company. The Corporate Governance Report must be in accordance with the Swedish Code of Corporate Governance which is applicable to all Swedish companies whose shares are traded on a regulated market in Sweden.
The SinterCast shares have been listed since 26 April 1993 and are quoted on the Small Cap segment at Nasdaq Stockholm stock exchange. On 31 December 2017, Swedish shareholders held and controlled 80.6% (83.0%) of the capital and votes in SinterCast AB. The largest shareholder, Försäkringsbolaget Avanza Pension AB (Sweden), held 12.1% (11.4%) of the capital and votes as a nominee shareholder. SinterCast AB had 2,909 (3,172) shareholders on 31 December 2017. The ten largest shareholders, of which five (five) were nominee shareholders, held 52.2% (48.8%) of the capital and votes. As of 31 December 2017, the SinterCast Board, management and employees controlled 1.1% (1.0%) of the capital and votes. During the year, shareholders have provided feedback and proposals to the Board, the Managing Director and to the Nomination Committee.
The Nomination Committee, elected by the AGM 2016, consisted of Karl-Arne Henriksson (Chairman), Hans-Erik Andersson (Chairman of the Board of Directors), Ulla-Britt Fräjdin-Hellqvist and Andrea Fessler. The Committee concluded that the current Board fulfilled the demands imposed on it in consideration of the company's position and future focus. However, Aage Figenschou declined re-election. As a result of this review, and after consultations with the shareholders, the Nomination Committee proposed to the AGM 2017 that the Board Members, excluding Aage Figenschou, be re-elected and that Caroline Sundewall be proposed as a new Board Member. The Nomination Committee proposed the Board remuneration to the AGM and nominated the Auditor for election, for the period until the next AGM.
The AGM was held on Thursday 18 May 2017, in Stockholm, Sweden. All Members of the Board, the Group Management, the Nomination Committee and the external Auditor were represented during the meeting. The AGM was attended by 48 (46) shareholders and employees, in person or by proxy, representing 1,360,444 (1,659,972) votes.
Hans-Erik Andersson was elected as Chairman of the AGM. During the AGM, presentations were provided by Mr Jeffrey Breneman, Executive Director, Alliance for Vehicle Efficiency, United States and by Dr Steve Dawson, Managing Director. During his presentation, Dr Dawson provided an overview of recent market activities and presented an outlook for the potential market development of SinterCast.
The Auditor presented how the audit work was conducted and presented the annual Audit Report to the AGM. The AGM adopted the Annual Report and the consolidated financial statements as of 31 December 2016, as presented by the Board of Directors and the Managing Director; decided upon allocation of the company's result; and, granted the Directors and the Managing Director discharge from liability.
The Nomination Committee presented how it conducted its work during the year and presented its proposals. Thereafter, the AGM decided, for the period until the next AGM, seven ordinary Board Members with no alternate Board Members; that the company shall have a registered auditing company as auditor; that the Board shall receive a total remuneration of SEK 1,120,000 (SEK 1,120,000) and that the Nomination Committee shall consist of four (four) Members. It was decided that the Board Members could invoice the Board fee, provided that it was cost neutral to the company.
The AGM also decided upon a remuneration policy in respect of the Managing Director and other members of the Group Management, and authorised the Board to decide upon acquisition and disposal of SinterCast shares, as proposed by the Board of Directors. During the AGM the shareholders raised various questions to the Board and management. All of the proposals presented to the AGM were approved by the shareholders.
The SinterCast Nomination Committee is, after consultation with the shareholders, responsible for nominating candidates for election to the Board; to propose remuneration for the Board and for each member of the Board; to nominate Auditors for election; to make recommendations on remuneration for the external auditors; and, to establish certain other proposals for consideration at each AGM. The majority of the members of the Nomination Committee are to be independent of the company and its Group Management. No members of the Group Management are to be members of the Nomination Committee and at least one member of the Nomination Committee is to be independent of the company's largest shareholder. The AGM appoints members of the Nomination Committee or specifies how members shall be appointed. The Nomination Committee also considers the merits of equal gender distribution on the SinterCast Board with regard to the requirements of the company and the potential contribution of each new candidate.
The Shareholders' main influence to govern the company is during the AGM, which is the company's highest decision-making body, where the Shareholders meet the Board of Directors, the Management and the Company Auditors and where the Shareholders are given the opportunity to raise questions and to vote on the proposals distributed prior to the meeting. The shareholders shall be given the opportunity to exercise their ownership role in an active, well-informed manner. All shares represented at the AGM have the same voting rights. The Board is elected annually at the AGM and the majority of the Directors elected shall be independent of the company and its Group Management. Independence shall be determined by a general assessment of all factors that may give cause to question the individual's independence.
The Articles of Association of SinterCast defines the name, location, objectives of the company, number of shares, number of Board Members, number of Auditors, and proceedings for convening Annual General Meetings. Changes to the Articles of Association must be decided by the AGM. The Articles of Association of SinterCast do not regulate dismissal of Directors.
The Articles of Association is available on SinterCast's website.
The Board shall appoint a Compensation Committee whose main tasks are to monitor and evaluate the remuneration guidelines that the AGM is legally obliged to establish, as well as the current remuneration structures and levels in the company and to propose new incentive programmes to the Board to decide upon. The Compensation Committee shall also agree on the principles for remuneration and other terms of employment of the Managing Director and, after advice from the Managing Director, for Directors and Managers reporting directly to the Managing Director. The Compensation Committee shall also monitor and evaluate programmes for variable remuneration, both ongoing and for those that have ended during the year.
The Board is appointed at the Annual General Meeting. The Board is responsible for establishing the overall operational goals and strategy of the company and for ensuring that there is an effective system for follow-up and control of the company's operations. The Board shall fulfil applicable independence rules. The AGM appoints the Chairman of the Board. The Chairman's role is to head the Board's work and ensure that the Board completes its mandate. The Board has executed a Work Programme including instructions regarding the distribution of work and financial reporting, as a complement to the regulations of the Swedish Companies Act, Articles of Association of the Company and the Swedish Code of Corporate Governance and other instructions.
On behalf of the Board, the responsibility of the Audit Committee is to ensure that the company has adequate internal controls and formal routines to ensure that the company's financial reports are produced in accordance with legislation, applicable accounting standards and other requirements for listed companies. The Audit Committee has established a Review Group. The primary task of the Review Group is to ensure the quality of the financial reports. The Audit Committee is also responsible for the evaluation of the Auditors' work, fees and independence and assists the Nomination Committee with proposals for potential Auditors. The Audit Committee also assists the Group Management in determining how identified risks will be handled in order to ensure good internal control and risk management. The Audit Committee prepares and decides on the Corporate Governance Report.
Each year the Board adopts a written Work Programme documenting the Board's responsibilities and regulating the internal division of duties between the Board; its Committees and Group Management; the decision-making process within the Board; the Board's meeting schedule; summonses to Board meetings; agendas and minutes, and the work of the Board and its committees on accounting and auditing matters and financial reporting. The Work Programme also regulates how the Board shall receive information and documentation in order to be able to make well informed decisions. Other controlling documents adopted by the Board include the Finance Policy and the Authorisation Policy, including the organisation chart and the Code of Conduct for the company.
The Board appoints the Managing Director who is responsible for the operational and strategic management of the company in accordance with the Board of Directors' instructions and guidelines.
The Managing Director has established, as the President & CEO for the SinterCast Group, the Group Management including the Operations Director and the Finance Director.
The company shall appoint one or two Auditors with not more than two Alternate Auditors. A registered accounting firm may also be appointed as Auditor.
The company's statutory Auditor shall be appointed by the AGM to examine the company's annual accounts and accounting practices and to review the Board's and the Managing Director's management of the company.
The Auditor shall present its report to the owners at the AGM in the annual audit report.
During the AGM 2017, Hans-Erik Andersson, Robert Dover, Laurence Vine-Chatterton, Carina Andersson, Jason Singer and Steve Dawson were re-elected as Board Members. Hans-Erik Andersson was re-appointed as Chairman and Caroline Sundewall was elected as new Board Member. Aage Figenschou, after serving as a member of the Board of Directors since 1998 and as vice Chairman since 2007, declined re-election, and was warmly thanked for his many contributions. The Board remuneration, decided at the AGM 2017, shall be divided between the Chairman SEK 320,000 (SEK 320,000) and five (five) ordinary Board Members SEK 160,000 (SEK 160,000) each, with no remuneration for the Managing Director. With the exception of the Managing Director, no member of the Board holds an operational position in the company. The Board is judged to be independent of the company and its management. A more detailed description of the Board of Directors is presented on page 18. The content of the main meetings is summarised in the table below.
In the statutory Board meeting held immediately after the AGM, Hans-Erik Andersson was re-confirmed as Chairman of the Board. The Compensation Committee, elected by the Board, consists of Hans-Erik Andersson and Caroline Sundewall. Steve Dawson was re-elected Managing Director for SinterCast AB (publ) and President & CEO of the SinterCast Group. Further, the entire Board was elected to constitute the Audit Committee. Laurence Vine-Chatterton and Caroline Sundewall were elected to constitute the Review Group.
The Chairman directed the Board's activities and promoted the overall efficiency of the Board. The Chairman ensured that the Board's activities were conducted in accordance with the Swedish Companies Act and other applicable laws and regulations and ensured that the resolutions of the Board were implemented. The Chairman also conducted the evaluation of the Board's activities and shared the evaluation with the Nomination Committee. The Chairman approved the agenda for each Board meeting in consultation with the Managing Director. The Chairman had regular communication with the Managing Director, relayed opinions from shareholders to the other Board Members and acted as spokesperson on behalf of the Board.
During 2017, the Board of Directors of SinterCast carried out eight minuted meetings. In connection with every quarterly report, the Managing Director presented the market and financial outlook and reported on operations and important current events. The Board of Directors dealt with long-term strategies, structural organisational issues, approval of the budget for the following year, the annual evaluation of the Board of Directors, and risk assessment. Individual Board Members also assisted the Group Management in various strategic and operational matters. The Work Programme defines the Board's work during the year.
The SinterCast Board appointed Steve Dawson as the Managing Director for SinterCast AB (publ) and President &
| February | April | May | July/August | November |
|---|---|---|---|---|
| Market Report and Financial outlook |
Approve 1Q financial report |
Market Report and Financial outlook |
Market Report and Financial outlook |
Market Report and Financial outlook |
| Approve Book Closing Report |
Approve Annual Report | AGM preparations | Approve 2Q financial report |
Approve 3Q financial report |
| Evaluate Managing Director |
Approve AGM notice | Statutory Board Meeting |
Approve Strategy and Business plan |
Approve Finance Policy |
| AGM preparations and decisions |
Auditor present at Audit Committee Meeting |
Auditor present at Audit Committee Meeting |
Revise and approve Work Programme |
Approve Budget for the coming year |
| Decide upon incentive programmes, if any |
Auditor present at Audit Committee Meeting |
7
| Presence 2 | |||||
|---|---|---|---|---|---|
| Board Remuneration (SEK) 1 |
Board Meetings |
Audit Committee |
Compensation Committee |
Independent 3 | |
| Hans-Erik Andersson 4 | 320,000 | 8/8 | 4/4 | 2/2 | Yes |
| Robert Dover | 160,000 | 8/8 | 4/4 | - | Yes |
| Laurence Vine-Chatterton 5 | 160,000 | 7/8 | 3/4 | - | Yes |
| Carina Andersson | 160,000 | 8/8 | 4/4 | - | Yes |
| Jason Singer | 160,000 | 8/8 | 4/4 | - | Yes |
| Caroline Sundewall 4, 5, 6 | 160,000 | 7/7 | 3/3 | 2/2 | Yes |
| Steve Dawson | - | 8/8 | 4/4 | - | No |
For the period 18 May 2017 - 24 May 2018
For the period 5 April 2017 - 4 April 2018
Independent of the company, the management and major shareholders
Member of the Compensation Committee
Member of the Review Group. Fee SEK 20,000 each
Carolione Sundewall was elected on 18 May 2017 at the AGM 2017
CEO for the Group. The Managing Director, as responsible for the operational and strategic management of the company, has managed the company in accordance with the Board of Directors' instructions and guidelines. The Managing Director assisted the Chairman with the preparation for each Board and Audit Committee Meeting and distributed information, according to the Work Programme, to be decided upon by the Board. In addition, the Managing Director provided the Board with monthly reports including significant events and financial information.
The Managing Director established, as the President & CEO for the SinterCast Group, the Group Management including the Operations Director and the Finance Director. More detailed information of the Managing Director and the Group Management is presented on page 17.
The Compensation Committee, elected by the Board, consists of Hans-Erik Andersson and Caroline Sundewall. The tasks and responsibilities of the Compensation Committee are defined in the Board's Work Programme. During the year, the Compensation Committee has evaluated variable remuneration programmes, special remuneration given for extraordinary efforts and the remuneration policy approved by the AGM. The Committee has also reviewed the remuneration for the Managing Director and the Group Management.
Since the AGM 2017, the Compensation Committee carried out two minuted meetings. The Board was informed of the Compensation Committee's activities and ratified its proposals.
The Annual General Meeting 2017 decided upon a remuneration policy in respect of the Managing Director and other members of the Group Management as follows:
The remuneration shall consist of a balanced combination of fixed remuneration, variable remuneration, pension and other benefits. The total remuneration shall be in accordance with market practice and shall be based on performance. The fixed remuneration shall be individually determined and shall be based on each individual's responsibility, role, competence and position. Variable remuneration shall be based on predetermined targets on the Group and individual levels, considering the effect on the long term result. In extraordinary situations a special compensation may be paid out to attract and retain key competence. Variable remuneration and special compensation may not exceed an amount corresponding to 75 percent of the fixed annual salary.
Pension benefits are in the form of defined contribution plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Bonus shall not constitute a basis for pension.
Upon termination by the company, the notice period for the Managing Director is nine months, and six months for the other members of the Group Management. Upon termination of the Managing Director by the company the Managing Director is entitled to a severance payment corresponding to nine months compensation. Deduction shall not be made for remuneration paid by another employer. No severance payments have been agreed with the other members of the Group Management.
The Board of Directors and, on behalf of the Board of Directors, the Compensation Committee, shall be entitled to deviate from the guidelines if there are specific reasons in an individual case.
The main conditions for remuneration of Group Management in the current employment agreements are described in Note 5 in this Annual Report.
There were no material transactions between the company and any of the Board Members during the year, with the exception of the ordinary Board fees.
During the Statutory Board Meeting, all Board Members were elected to sit on the Audit Committee and two Board Members were elected to constitute a separate Review Group. The primary task of the Review Group is to ensure the quality of the Financial Reports.
During the year, the Audit Committee has ensured that the company has adequate internal controls and formal routines to ensure that approved principles for financial reporting and
internal controls have been applied, and that the company's financial reports have been produced in accordance with legislation, applicable accounting standards and other requirements for listed companies.
The Review Group reviewed each financial report in detail, provided feedback to the Finance Director and the Auditors and reported its observations regarding the financial reports in advance of the Board's approval of the financial reports.
The Audit Committee met the Auditor during the year to discuss the Audit Report and the audit plan. The Audit Committee also met the Auditor in the absence of the Group Management. The Audit Committee evaluated the Auditors' work and provided feedback to the Nomination Committee in preparation for the election of the Auditor during the Annual General Meeting 2018. The Audit Committee also determined and identified risks to be handled in order to ensure good internal control and risk management. The Audit Committee prepared and approved the Corporate Governance Report for 2017. During the period 5 April 2017 - 4 April 2018, the Audit Committee carried out four minuted meetings.
At the AGM 2017, Öhrlings PricewaterhouseCoopers was re-appointed as Auditor and Tobias Stråhle was re-appointed as Auditor in charge by PwC. The Auditor in charge has had four Auditors assisting in the audit work during the year. The audit follows an audit schedule, based on the Auditor's risk assessment, in agreement with the Audit Committee.
Prior to the AGM 2017, in conjunction with the approval of the Annual Report 2016, the Auditor met with the Audit Committee. The Auditor reported on the audit of the company's annual accounts and consolidated accounts and accounting practices and reported observations directly to the Audit Committee. The Auditor audited the company's annual accounts and accounting practices and reviewed the Board's and the Managing Director's management of the company. The Auditor presented the annual Audit Report at the AGM 2017 and provided a presentation of the Audit Plan for 2017. The Audit Report contained a statement that the Annual Report has been compiled in accordance with the relevant legislation and recommended that the Directors and the Managing Director be discharged from liability.
The Auditor provided a presentation of the Audit Plan for 2017 during the April Audit Committee meeting and met with the Board of Directors at the Board meeting in May, where the Auditor reported observations directly to the Board of Directors both with and without the presence of the Group
Group AB
Auditor Öhrlings PricewaterhouseCoopers AB Tobias Stråhle, Authorised Public Accountant Company auditor since 2013. Assignments: Medivir AB, Trention AB Liv Ihop AB, Jays Group AB Advanced Stabilized Technologies
Management. The Auditor provided a follow-up of the Audit Plan for 2017 during the May, November and April Audit Committee meetings and presented the result from the review of the financial report for the period January-September 2017 and gave audit feedback from the interim audit procedures that were conducted during the third quarter of 2017. The Auditor also had separate discussions and meetings with the Chairman and company management during the year.
In conjunction with the approval of this Annual Report 2017, the Auditor met with the Audit Committee. The Auditor reported on the audit of the company's annual accounts and consolidated accounts and accounting practices and reported observations directly to the Audit Committee. The Auditor audited the company's annual accounts and accounting practices and reviewed the Board's and the Managing Director's management of the company.
At the AGM 2017, Hans-Erik Andersson, Chairman of the Board of Directors, Ulla-Britt Fräjdin-Hellqvist and Andrea Fessler were re-elected as members of the Nomination Committee. Karl-Arne Henriksson declined re-election and was thanked for his contributions. Aage Figenschou was elected as new member of the Nomination Committee and Ulla-Britt Fräjdin-Hellqvist was appointed as Chairman. The committee is judged to be independent of the company and the largest shareholder.
The Chairman of the Board has described to the Nomination Committee the process applied for the annual evaluation of the Board of Directors and Managing Director and has provided information regarding the results of these evaluations to the Nomination Committee. The Nomination Committee's proposals to the AGM 2018 are to be presented in the notice of the AGM and on the company website. During the AGM 2018 the Nomination Committee will also present how it conducted its work and explain its proposals. Since the AGM 2017, the Nomination Committee of SinterCast carried out several informal meetings and one minuted meeting. According to rules regarding equal gender distribution, the Nomination Committee intends to report to the upcoming AGM how it has fulfilled its work regarding gender distribution in the Board.
The Nomination Committee can be contacted at the following e-mail address: [email protected].
According to the Swedish Companies Act, the Board is responsible for ensuring that the company's organisation is designed in such a way that the bookkeeping, financial management and the company's financial conditions are controlled in a satisfactory manner. The Swedish Code of Corporate Governance clarifies and prescribes that the Board is to ensure that the company has adequate internal controls and formal routines to ensure that approved principles for financial reporting and internal controls are applied, and that the company's financial reports comply with legislation, applicable accounting standards and other requirements for listed companies.
It has been decided by the Board that SinterCast shall comply with the Swedish Code of Corporate Governance and present a Corporate Governance Report in accordance with the Code including the Board of Directors' Report on internal control of financial reporting. The procedure and routines of SinterCast are compliant with the Corporate Governance code and this Corporate Governance Report does not indicate any significant deviations from the code.
The Board of Directors has the overall responsibility for internal control related to financial reporting. An important part of the Board's internal control management is to issue policies and instructions for the organisation with the objective to maintain a low risk profile regarding financial and legal matters, including: the Work Programme that clarifies the Board of Directors' responsibilities and regulates the internal distribution of work between the Board, its committees and the management; the Finance Policy, to define the Board of Directors' instructions regarding risk management and financial reporting, to ensure an effective risk profile and correct financial reporting; and the Authorisation Policy, including the organisation chart. In addition to the policies and instructions, the Board has established the Audit Committee. The entire Board constitutes the Audit Committee and the primary task of the Audit Committee is to ensure that established principles for financial reporting and internal control regarding financial reporting are followed and that appropriate relations are maintained with the Auditor. The Audit Committee has established a separate Review Group. The primary task of the Review Group is to ensure the quality of the financial reports. The management and the Audit Committee assess the most critical accounting areas on an annual basis to prepare instructions for the financial reporting and to define how to apply the accounting policies according to IFRS, including accounting judgements and estimates.
The Business is monitored in a structured process and associated risks have been discussed and evaluated during most Board Meetings. Any change in significant risks will result in changes in the instructions for the preparation of financial reports. Processes to track changes in accounting regulations and to ensure that these changes are implemented correctly in the financial reporting are in place, in which the Auditors play an important role. The most critical accounting areas for SinterCast have been defined and include the valuation of deferred tax on tax losses carried forward, the principle of capitalisation of Research & Development costs and patent costs.
The primary purpose of control activities is to prevent, or to discover at an early stage, errors in the financial reporting so that these can be addressed and rectified. Control activities take place on both the overview and the detail levels within the Group. Routines and activities are designed in order to find and rectify significant risks associated with the financial reporting. Regarding control activities in critical areas of the financial reporting, the management follows the business regularly and conducts normal control activities on daily operation, monthly, quarterly and year-end closings. Quarterly reports and the Annual Report have been sent to the Board and the Audit Committee for review and approval. The management and the Board especially monitored critical accounting areas, including: quarterly review of the estimated future taxable profit and deferred tax asset calculation, by reviewing the forecast for secured series production programmes and probability factors (the forecasted contribution from secured production, reduced by the forecasted expenses for the operations provides the base for the final deferred tax asset calculation); the revenue recognition of system sales and related revenue streams, in which contract review including delivery terms and fulfilment of contractual obligations are included to define the individual revenue streams (equipment, Engineering Service, Annual Software Licence Fee); and, review of Research & Development projects during the period to assess to what extent expensed costs should be capitalised.
The Board's monitoring of the internal control with respect to financial reporting took place through the Audit Committee followup on the financial reporting where the Review Group's detail review plays an important role. In advance of each major Board Meeting, management distributed pre-defined and various ad hoc reports to the Board. The reports and key audit areas were reviewed and discussed during the Board Meetings. The results of internal self-assessment and reports from the Auditors have been reported to the Board.
All external information must be provided in accordance with the listing agreement for listed companies in Sweden. Information concerning the SinterCast Group and the Parent Company may only be provided by the Managing Director. The Board of Directors has issued and approved the Interim Reports and the Annual Report of the financial year. The reports have been published on the website after having first been sent to Nasdaq Stockholm stock exchange.
| GROUP | PARENT COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in SEK million | Note | 2017 | 2016 | 2017 | 2016 |
| Revenue | 1, 9 | 65.6 | 75.4 | 64.8 | 74.7 |
| Cost of goods sold | 3, 17 | -15.0 | -16.6 | -15.0 | -16.9 |
| Gross result | 50.6 | 58.8 | 49.8 | 57.8 | |
| Gross result % | 77% | 78% | 77% | 77% | |
| Cost of sales and marketing | 3, 5, 9 | -18.7 | -19.0 | -18.7 | -19.0 |
| Cost of administration | 3, 4, 5, 9 | -6.3 | -6.0 | -6.3 | -6.0 |
| Cost of research & development | 2, 3, 5, 9 | -7.3 | -7.9 | -7.3 | -7.9 |
| Other operating income | 10 | 0.0 | 0.5 | 0.0 | 0.7 |
| Other operating costs | 10 | -0.6 | 0.0 | -0.3 | 0.0 |
| Operating result | 17.7 | 26.4 | 17.2 | 25.6 | |
| Financial income | 0.1 | 0.0 | 0.2 | 0.0 | |
| Financial costs | -0.1 | -0.6 | -0.1 | -0.5 | |
| Financial net | 11 | 0.0 | -0.6 | 0.1 | -0.5 |
| Result before income tax | 17.7 | 25.8 | 17.3 | 25.1 | |
| Income tax | 12 | 0.9 | 1.0 | 1.0 | 1.0 |
| Result for the period for the Parent Company shareholders | 18.6 | 26.8 | 18.3 | 26.1 | |
| Average number of shares, thousands | 25, 29 | 7,090.1 | 7,090.1 | 7,090.1 | 7,090.1 |
| Earnings per share, SEK | 29 | 2.6 | 3.8 | 2.6 | 3.7 |
| Earnings per share diluted, SEK | 29 | 2.6 | 3.8 | 2.6 | 3.7 |
| Dividends per share, SEK | 4.0 | 3.5 | 4.0 | 3.5 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| Amounts in SEK million | 2017 | 2016 | 2017 | 2016 |
| Results for the period for the Parent Company shareholders | 18.6 | 26.8 | 18.3 | 26.1 |
| Other comprehensive income | ||||
| Items may be reclassified to the income statement: | ||||
| Translation differences, foreign subsidiaries | -0.2 | 0.6 | – | – |
| Translation differences, settlement of debts of subsidiaries | – | 0.0 | – | – |
| Other comprehensive income, net of tax | -0.2 | 0.6 | – | – |
| Total comprehensive income for the period | 18.4 | 27.4 | 18.3 | 26.1 |
| Total comprehensive income attributable to: | ||||
| Shareholder of the Parent Company | 18.4 | 27.4 | 18.3 | 26.1 |
| Non-controlling interests | – | – | – | – |
| GROUP | PARENT COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in SEK million | Note | 2017 | 2016 | 2017 | 2016 |
| Operating activities | |||||
| Operating result | 17.7 | 26.4 | 17.2 | 25.6 | |
| Adjustments for items not included in the cashflow | |||||
| Depreciation | 13, 14 | 1.5 | 1.0 | 1.5 | 1.1 |
| Other | 0.0 | 0.0 | 0.0 | 0.0 | |
| Unrealised exchange rate differences | -0.1 | -0.5 | -0.1 | -0.5 | |
| Received interest | 0.0 | 0.0 | 0.0 | 0.0 | |
| Paid interest | -0.1 | 0.0 | -0.1 | 0.0 | |
| Paid income tax | -0.1 | 0.0 | -0.1 | 0.0 | |
| Total cashflow from operating activities before change in working capital | 18.9 | 26.9 | 18.4 | 26.2 | |
| Change in working capital | |||||
| Inventory | 17 | 0.1 | 0.1 | 0.1 | 0.1 |
| Operating receivables | 15 | 0.8 | -0.1 | 0.4 | -1.1 |
| Operating liabilities | 18, 19, 21, 22 | -2.9 | -1.5 | -1.4 | 2.0 |
| Total change in working capital | -2.0 | -1.5 | -0.9 | 0.5 | |
| Cashflow from operating activities | 16.9 | 25.4 | 17.5 | 27.2 | |
| Investing activities | |||||
| Acquisition of intangible assets | 13 | -3.3 | -2.3 | -3.3 | -2.3 |
| Acquisition of tangible assets | 14 | -0.4 | -1.0 | -0.4 | -1.0 |
| Cashflow from investing activities | -3.7 | -3.3 | -3.7 | -3.3 | |
| Financing activities | |||||
| Dividend | -28.4 | -24.8 | -28.4 | -24.8 | |
| Cashflow from financing activities | -28.4 | -24.8 | -28.4 | -24.8 | |
| Exchange rate differences in cash and cash equivalents | 0.0 | 0.0 | 0.0 | 0.0 | |
| Change in cash and cash equivalents* | -15.2 | -2.7 | -14.6 | -0.9 | |
| Cash – opening balance | 45.3 | 48.0 | 43.3 | 44.2 | |
| Cash – closing balance | 26 | 30.1 | 45.3 | 28.7 | 43.3 |
* The cash and cash equivalents comprise of short-term deposits and cash at bank and in hand.
| Amounts in SEK million | Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Intangible assets | 13 | ||
| Capitalised development | 5.9 | 3.3 | |
| Patents | 1.8 | 1.9 | |
| Total intangible assets | 7.7 | 5.2 | |
| Tangible assets | 14 | ||
| Laboratory & Production Equipment, Facility Upgrades & Computers | 1.7 | 1.9 | |
| Process Control Equipment | 0.0 | 0.0 | |
| Total tangible assets | 1.7 | 1.9 | |
| Financial assets | 16 | ||
| Other long-term receivables | 0.4 | 0.4 | |
| Total financial assets | 0.4 | 0.4 | |
| Deferred tax asset | 12, 16 | 32.3 | 31.3 |
| Total deferred tax assets | 32.3 | 31.3 | |
| Total fixed assets | 42.1 | 38.8 | |
| Current assets | |||
| Inventory | 17 | 4.2 | 4.3 |
| Total inventory | 4.2 | 4.3 | |
| Short-term receivables | |||
| Trade debtors | 15, 26 | 15.0 | 15.1 |
| Other debtors | 18, 26 | 0.5 | 0.5 |
| Prepaid expenses and accrued income | 19 | 2.8 | 3.5 |
| Total short-term receivables | 18.3 | 19.1 | |
| 26 | 45.3 | ||
| Cash and cash equivalents | 30.1 | ||
| Total cash and cash equivalents | 30.1 | 45.3 | |
| Total current assets TOTAL ASSETS |
52.6 | 68.7 | |
| 94.7 | 107.5 | ||
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| Shareholder's Equity | |||
| Share capital | 24, 25 | 7.1 | 7.1 |
| Additional paid in capital | 44.9 | 44.9 | |
| Translation differences, foreign subsidiaries | 26 | 1.9 | 2.1 |
| Accumulated result | 31.9 | 41.7 | |
| Total shareholders' equity | 85.8 | 95.8 | |
| Long-term liabilities | |||
| Other long-term liabilities | 20 | 0.0 | 0.0 |
| Total long-term liabilities | 0.0 | 0.0 | |
| Current liabilities | |||
| Accounts payable | 26 | 2.8 | 2.6 |
| Other current liabilities | 21, 26 | 0.8 | 1.0 |
| Accrued expenses and prepaid income | 22 | 5.1 | 7.5 |
| Provisions | 22 | 0.2 | 0.6 |
| Total current liabilities | 8.9 | 11.7 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 94.7 | 107.5 | |
| Share | Additional Paid | Translation* | Accumulated | Total | ||
|---|---|---|---|---|---|---|
| Amounts in SEK million | Note | Capital | In Capital | Differences | Results | Equity |
| Opening Balance 1 January 2016 | 7.09 | 44.87 | 1.55 | 39.70 | 93.21 | |
| Total comprehensive income | – | – | 0.55 | 26.83 | 27.38 | |
| Dividend | – | – | – | -24.82 | -24.82 | |
| Closing balance 31 December 2016 | 25 | 7.09 | 44.87 | 2.10 | 41.71 | 95.77 |
| Opening balance 1 January 2017 | 7.09 | 44.87 | 2.10 | 41.71 | 95.77 | |
| Total comprehensive income | – | – | -0.19 | 18.57 | 18.38 | |
| Dividend | – | – | – | -28.36 | -28.36 | |
| Closing balance 31 December 2017 | 25 | 7.09 | 44.87 | 1.91 | 31.92 | 85.79 |
* Translation of foreign subsidiaries financial statements
| Amounts in SEK million | Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Intangible assets | 13 | ||
| Capitalised development | 5.9 | 3.3 | |
| Patents | 1.8 | 1.9 | |
| Total intangible assets | 7.7 | 5.2 | |
| Tangible assets | 14 | ||
| Laboratory & Production Equipment, Facility Upgrades & Computers | 1.7 | 1.9 | |
| Process Control Equipment | 0.0 | 0.0 | |
| Total tangible assets | 1.7 | 1.9 | |
| Financial assets | |||
| Shares in subsidiaries | 24 | 1.9 | 1.9 |
| Other long-term receivables | 16 | 0.2 | 0.2 |
| Deferred tax asset | 12, 16 | 32.3 | 31.3 |
| Total financial assets | 34.4 | 33.4 | |
| Total fixed assets | 43.8 | 40.5 | |
| Current assets | |||
| Inventory | 17 | 4.1 | 4.2 |
| Total inventory | 4.1 | 4.2 | |
| Short-term receivables | |||
| Trade debtors | 26 | 14.0 | 13.7 |
| Inter company receivables | 1.0 | 1.2 | |
| Other debtors | 18, 26 | 0.5 | 0.5 |
| Prepaid expenses and accrued income | 19 | 2.7 | 3.2 |
| Total short-term receivables | 18.2 | 18.6 | |
| Liquidity | 26 | 28.7 | 43.3 |
| Total liquidity | 28.7 | 43.3 | |
| Total current assets | 51.0 | 66.1 | |
| TOTAL ASSETS | 94.8 | 106.6 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| Restricted capital | |||
| Share capital | 24, 25 | 7.1 | 7.1 |
| Statutory reserve | 9.5 | 9.5 | |
| Other reserve Total restricted capital |
5.1 21.7 |
2.0 18.6 |
|
| Retained result Share premium reserve |
35.3 | ||
| Result brought forward* | 35.3 5.3 |
10.6 | |
| Result for the year | 18.3 | 26.1 | |
| Total retained capital | 58.9 | 72.0 | |
| TOTAL SHAREHOLDERS' EQUITY | 80.6 | 90.6 | |
| Long-term liabilities | |||
| Other long-term liabilities | 20 | 0.0 | 0.0 |
| Total long-term liabilities | 0.0 | 0.0 | |
| Current liabilities | |||
| Accounts payable | 26 | 2.7 | 2.4 |
| Inter company payable | 9.0 | 10.5 | |
| Other current liabilities | 21, 26 | 0.6 | 0.8 |
| Accrued expenses and prepaid income | 22 | 1.9 | 2.3 |
| Total current liabilities | 14.2 | 16.0 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 94.8 | 106.6 |
* Rounding
| Share | Results | |||||||
|---|---|---|---|---|---|---|---|---|
| Share | Statutory | Other | Premium | Brought | Results for | Total | ||
| Amounts in SEK million | Note | Capital | Reserve | Reserve | Reserve | Forward | the Year | Equity |
| Opening balance 1 January 2016 | 7.09 | 9.53 | – | 35.34 | 6.76 | 30.58 | 89.30 | |
| Appropriation of last year´s result | – | – | – | – | 30.58 | -30.58 | – | |
| Change other reserve | – | – | 1.95 | – | -1.95 | – | – | |
| Total comprehensive income | – | – | – | – | – | 26.14 | 26.14 | |
| Dividend | – | – | – | – | -24.82 | – | -24.82 | |
| Closing balance 31 December 2016 | 25 | 7.09 | 9.53 | 1.95 | 35.34 | 10.57 | 26.14 | 90.62 |
| Opening balance 1 January 2017 | 7.09 | 9.53 | 1.95 | 35.34 | 10.57 | 26.14 | 90.62 | |
| Appropriation of last year's result | – | – | – | – | 26.14 | -26.14 | – | |
| Change other reserve | – | – | 3.13 | – | -3.13 | – | – | |
| Total comprehensive income | – | – | – | – | – | 18.30 | 18.30 | |
| Dividend | – | – | – | – | -28.36 | – | -28.36 | |
| Closing balance 31 December 2017 | 25 | 7.09 | 9.53 | 5.08 | 35.34 | 5.22 | 18.30 | 80.56 |
SinterCast AB (publ) is the Parent Company of the SinterCast Group with its registered office located in Stockholm, Sweden. SinterCast is the world's leading supplier of process control technology for the reliable high volume production of Compacted Graphite Iron (CGI). The consolidated financial accounts for SinterCast AB (publ) for the financial year ending 31 December 2017 were approved on 4 April 2018 by the Board of Directors and the Managing Director, for publication on 5 April 2018 and will be presented at the Annual General Meeting on 24 May 2018 for approval.
The consolidated financial statements for 2017 have been prepared in accordance with International Financial Reporting Standards (IFRS), as endorsed by the European Union. The consolidated accounts of the Group also comply with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board's recommendation RFR 1 – Supplemental Accounting Rules for Groups. The accounts of the Parent Company comply with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board's recommendation RFR 2 – Accounting for Legal Entities. The accounting policies used by the Parent Company comply with the policies used by the Group unless otherwise stated. The consolidated financial statements have been prepared under the historical cost convention, unless otherwise stated.
It is judged that there are no IFRS or IFRIC interpretations that are effective for the first time for the financial year beginning 1 January 2017 that had a material impact on the Group.
The following new IFRS standards will be applied from the financial year beginning 1 January 2018: IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers. IFRS 9 Financial Instruments will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 presents a model for classification and measurement of financial assets and liabilities, impairment of financial assets and hedge accounting.
new standard for revenue that will replace all existing standards and interpretations regarding revenue. Revenue shall be recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard will not have any significant effect, neither with regard to the amounts recognised as revenues, nor to the timing of when revenues are recognised. Areas most impacted are the timing of when revenue for systems, sold together with installation service and Annual Software Licence Fees, are recognised. At initial application, SinterCast will recognise approximately SEK 0.3 million for the Annual Software Licence Fee as an adjustment to the opening balance of retained earnings as of 1 January 2018. No adjustment is needed for systems sold during 2017. Figures in the comparison period have not been restated.
There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
The preparation of financial statements according to IFRS requires judgement of how to use accounting policies. Further, the management must decide how to apply chosen accounting principles. The principle of capitalisation of Research & Development costs, patent costs and the valuation of deferred taxes on tax losses carried forward are important for SinterCast.
The standard for accounting for deferred tax is IAS 12 "Income Taxes". SinterCast's interpretation of IAS 12 is that recognition of deferred tax assets for the carry forward of unused tax losses may be recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.
SinterCast uses a model to calculate to which extent the carried forward tax losses can be utilised. The calculation is based on the SinterCast business model in the form of its contracts with foundries for the programmes that are in current series production or where SinterCast's foundry customers have received definitive orders for future series production. The input for the model is based on the forecast volume, as communicated by the foundry and/or OEM, and is adjusted with a probability factor for each series production programme. The programmes and probability factors are reviewed regularly. To determine the future taxable profit, the forecast contribution from secured production is reduced by the forecast expenses of the operations.
The above model is only used to determine the amounts of the tax losses that are probable to be utilised within the forecast horizon, as required by IAS 12, and does not constitute a profit forecast.
Costs that are directly associated with filing a patent controlled by the Group in a new market, and where the patent is expected to generate economic benefits exceeding costs beyond one year, are recognised in the balance sheet. In applying this principle, management considers the probability of future benefits in the specific local market, for each patent.
Development costs that have been directly associated with specific and unique development projects and where management is confident that the resulting products will generate economic benefits exceeding costs beyond one year are recognised as intangible assets and therefore capitalised. In applying this principle, management also considers the ability of market success and the future economic benefits.
The consolidated accounts include the Parent Company and all companies in which the Parent Company directly or indirectly controls more than 50% of the voting rights or by other means has full control. No minority interest currently exists. The consolidated accounts have been prepared in accordance with the purchase method.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group has no additional shareholdings at present other than the subsidiaries.
Costs in SinterCast are presented in the profit and loss statement classified by function. This coincides best with how SinterCast looks upon and controls its business.
SinterCast constitutes one segment and the financial statements are presented accordingly. At present, SinterCast provides only two products, process control systems for the reliable production of Compacted Graphite Iron, and related services for product development, installations, calibration, and technical support; and SinterCast also supplies a suite of tracking technologies, including the SinterCast Ladle Tracker®, Cast TrackerTM and Operator TrackerTM, to improve process control, productivity and traceability in a variety of applications. The company judges that the opportunities and risks with its business are related to the overall CGI market development. The format of the financial statements presented in this Annual Report coincides with the internal reporting structure that management uses to plan, control and follow the company's business activities.
Tangible assets consist of laboratory and production equipment, facility upgrades, computers and installed process control equipment. The tangible assets are stated at historical cost less depreciation. Expenses for improvement of the assets are included in the carrying amount when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Costs for maintenance and repair are expensed. The assets are depreciated systematically over the anticipated useful life using the straight-line method. The rate of depreciation, after evaluation of the useful life for each asset is 3 years (33%) for computers, 3-4 years (24-33%) for laboratory and production equipment, 3–4 years (24–33%) for installed process control equipment, 10 years (10%) for production tooling and 5 years (20%) for facility upgrades.
The residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the income statement.
Expenses that are directly associated with filing a patent controlled by the Group in a new market, and where the patent is expected to generate economic benefits exceeding costs beyond one year, are recognised in the balance sheet. The annual patent fees are expensed. Amortisation of capitalised patent expenses is included in the costs for Research & Development.
Development costs that are directly attributable to the design and testing of identifiable and unique new products controlled by the Group are recognised as intangible assets when the following criteria are met:
Directly attributable costs that are capitalised include direct employee costs.
Costs that have been directly associated with the development of specific and unique customer products controlled by the Group and that are expected to generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Capitalised development costs related to specific customer projects are amortised over the estimated useful life of the projects. Amortisation of capitalised development costs are included in the costs for Research & Development.
The rate of depreciation, after evaluation of the useful lives is 12 years (8%) for patents and similar rights and 5–7 years (14–20%) for capitalised development.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment test is based on future estimated income.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash generating units. Assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Assets not subject to amortisation, which refer to capitalised development yet to be finalised, are tested for impairment on an annual basis.
A financial instrument is a real or virtual document such as derivative instruments, commercial papers, fixed income instruments, debt or loan agreements, representing a legal agreement between two or more parties regarding a right to payment of money.
A financial asset or liability is recognised when the company is a party to the contractual conditions of the instrument. Acquisitions and sales of financial instruments are accounted for at trade date. An instrument is removed from the balance sheet when cashflow rights from the instrument have expired or been transferred and when the Group has transferred substantially all of the risks and rewards of ownership.
Financial instruments are recognised at amortised costs or at fair value depending on the initial classification according to IAS 39. SinterCast classifies its instruments in the following categories:
– Financial assets at fair value through profit or loss, consists of derivative instruments, included in other debtors or other creditors, and commercial papers and fixed income instruments, included as cash equivalents.
At book closing, the fair value of derivative instruments, not traded on an active market, is based on observable market currency rates. Cash flows are discounted using market interest rates. Commercial papers and fixed income instruments are traded on an active market and the fair value is determined by available market prices. The effect is accounted for as financial income or financial cost. See Notes 18, 21 and 26.
– Loans and receivables consist of the following balance sheet items: cash, trade debtors, other debtors and long term receivables, excluding deferred tax assets.
Investments and trade receivables are recognised initially at fair value including transaction costs and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
A provision for impairment of trade receivables is established and presented as sales costs when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cashflows, discounted at the original effective interest rate.
– Financial liabilities consist of the following balance sheet items: long term loans, accounts payable and other current liabilities, excluding accruals.
Financial liabilities are recognised initially at fair value, net of transaction costs incurred. Subsequently, the liabilities are stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the profit and loss statement over the period of the liabilities using the effective interest method. SinterCast posts cost of borrowing for each period to its profit and loss statement.
In the financial year starting 1 January 2018, IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 presents a model for classification and measurement of financial assets and liabilities, impairment of financial assets and hedge accounting. IFRS 9 will not impact how SinterCast classifies financial assets and financial liabilities. The changes regarding hedge accounting will also not impact the Group or the Parent Company. However, the transition to IFRS 9 will have an impact on the how SinterCast makes provisions for trade receivables.
A financial instrument is a real or virtual document such as derivative instruments, commercial papers, fixed income instruments, debt or loan agreements, representing a legal agreement between two or more parties regarding a right to payment of money. A financial asset or liability is recognised when the company is a party to the contractual conditions of the instrument. Acquisitions and sales of financial instruments are accounted for at trade date. An instrument is removed from the balance sheet when cashflow rights from the instrument have expired or been transferred and when the Group has transferred substantially all of the risks and rewards of ownership.
From 1 January 2018 SinterCast classifies its instruments in the following measurement categories:
For assets measured at fair value, gains and losses will be recorded in profit or loss. For investments in debt instruments, this will depend on the business model in which the investment is held.
The group holds the following financial instruments:
Financial asset at amortised cost
Financial asset at fair value through profit or loss
Liabilities at amortised cost
At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Subsequent measurement of debt instruments depends on the group´s business model for managing the asset and the cash flow characteristics of the asset. There are two measurement categories into which the group classifies its debt instruments:
The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost. For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Swedish Kronor, which is the company's functional and presentation currency.
Transactions in foreign currency have been translated into the functional currency at the transaction date using the exchange rate prevailing at the dates of the transactions. Payment in foreign currency following the transaction, resulting in currency gain or loss, is accounted for in the profit and loss statements. Conversion of monetary liabilities or receivables in foreign currency has been made at the currency rate at the end of the period. Gains or losses from recalculation of receivables or liabilities related to the operation are presented in the profit and loss statements as other income or costs.
Translating the foreign subsidiaries' financial statements into Swedish Kronor has been made according to the following principles:
Revenue comprises the fair value for the sale of goods and services. Revenue is shown, net of value-added tax, rebates and discounts and after eliminated sales within the Group.
In 2018, the Group will adopt the new standard IFRS 15, effective for financial periods beginning on or after 1 January 2018. IFRS 15 Revenue from Contracts with Customers is a new standard for revenue that will replace all existing standards and interpretations regarding revenue.
IFRS 15 is based on the principle that revenue is recognised when control of a good or service transfers to a customer. When
applying the new standard, the entity needs to assess whether the revenue will be recognised over time or at a point in time. The effect of variable considerations and the time value of money on transaction price need to be assessed. In addition, IFRS 15 requires quantitative and qualitative disclosures about the entity's contracts with customers, performance obligations in the contracts and significant judgements to be made.
Revenue comprises the fair value for the sale of goods and services. Revenue is shown, net of value-added tax, rebates and discounts and after eliminated sales within the Group. Revenue is distributed to the individual items, after equal distribution of any discounts.
In all product and service delivery, the management expects to identify mostly one performance obligation in a contract under the new standard, and revenue is typically recognised at a point in time when transfer of control occurs. However, for provided service and leases revenue is recognised over time.
Inventories are stated at the lower of cost and net realisable value. Cost consists of purchase price, and other costs directly related to the purchase, and is determined using the first in, first out method (FIFO). Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and, the amount can be reasonably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood
that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
All expenses related to the remuneration of the employees have been accounted for in the period the work has been performed. If notice terminating the employment has been served, expenses until termination of the employment are accounted for during the notice period.
If future period contributions are received from the employee, the expense will be recognised as cost in that future accounting period. The pension plan for employees in the UK is based on a 30% contribution of the salary while, for employees in the US, it is based on a 15% contribution of the salary, without any future commitments in either country. All commitments to the employees are in the form of defined contribution plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity.
The pension plan for employees in Sweden follows the ITP-plan insured by Alecta. The Alecta ITP-plan is by definition a multiemployer benefit plan but is constructed such that it is not possible to calculate surplus or deficit on the pension plans that fulfil the requirements in IAS 19 enabling defined benefit accounting, for the respective participating legal entities. The plan is therefore accounted for as a defined contribution plan. Alecta reported a preliminary collective consolidation level at December 31, 2017 of 154 (148) percent. The collective consolidation level is defined as the fair value of Alecta's plan assets in percent of the insured pension commitments calculated according to Alecta's actuarial assumptions, which are not in accordance with IAS 19. Such a surplus can be distributed among the employers or the beneficiaries, but there is no agreement concerning this that enables the company to report a receivable from Alecta. Alecta's pension commitments to SinterCast are insignificant for Alecta in relation to their total pension commitments.
The pension age for the majority of SinterCast employees is expected to be 65-67 years; however, this is regulated by the relevant national laws rather than by the individual employment agreements.
The Group has classified its lease agreements as operational because the Group maintains the ownership and associated risks and returns. At all times, SinterCast retains the ownership of the SinterCast software and systems.
Lease payments under operating leases are recognised in the profit and loss statement on a straight-line basis over the contractual period of the lease. If equipment is sold after the lease period has expired, the revenue from the sale is accounted as revenue.
The Group has classified its lease agreements as operational because the lessor maintains the ownership and associated risks and returns for premises and equipment. Expenses for leasing are charged to profit and loss on a straight-line basis over the period of the lease.
Accounting Notes
Tax on temporary differences is accounted for using the balance sheet liability method. The accounting policy for deferred tax in relation to unused carry-forward tax losses is described under the heading "Critical Accounting Judgements and Estimates" and presented in the Accounting Notes.
Cash and cash equivalents are defined as cash, cash holdings at bank and short-term deposits available with less than three months' notice.
ALL AMOUNTS IN SEK MILLION UNLESS OTHERWISE STATED
Equipment includes sold and leased Systems, Mini-Systems and Spare Parts. Series Production includes Consumables, Production Fees and Software Licence Fees. Engineering Service includes performed Engineering Services, Demonstrations and sales of Test Pieces. Group sales represent delivery to foreign subsidiaries of Equipment and Engineering Service. Group purchases represent mainly services provided by the subsidiaries.
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Equipment | 3.7 | 7.1 | 3.1 | 6.3 |
| Series Production | 60.7 | 66.5 | 57.4 | 64.6 |
| Engineering Service | 1.2 | 1.8 | 0.9 | 1.1 |
| Other | 0.0 | 0.0 | 0.0 | 0.0 |
| Group Sales | – | – | 3.4 | 2.7 |
| Total | 65.6 | 75.4 | 64.8 | 74.7 |
| Group sales of total sales for the Parent Company | 5% | 4% |
|---|---|---|
| Group purchases of costs of goods sold for the Parent Company | 66% | 62% |
| GROUP | ||
|---|---|---|
| Revenue Breakdown per Country | 2017 | 2016 |
| Brazil | 28.5 | 40.8 |
| Mexico | 14.9 | 10.1 |
| China | 4.5 | 1.9 |
| Germany | 4.3 | 4.5 |
| Sweden | 3.9 | 3.9 |
| USA | 3.7 | 1.2 |
| Korea | 3.6 | 4.1 |
| Other | 2.2 | 8.9 |
| Total | 65.6 | 75.4 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Costs for Personnel and Administration | 6.7 | 7.4 | 6.7 | 7.4 |
| Material in R&D | 0.4 | 0.7 | 0.4 | 0.7 |
| Depreciation and Write Down | 1.0 | 0.7 | 1.0 | 0.7 |
| Other | 1.7 | 0.8 | 1.7 | 0.8 |
| Capitalised Development | -2.5 | -1.7 | -2.5 | -1.7 |
| Total | 7.3 | 7.9 | 7.3 | 7.9 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Personnel expenses | 29.2 | 28.2 | 16.1 | 14.7 |
| Material in cost of goods sold and in R&D | 8.3 | 10.1 | 24.0 | 26.3 |
| Depreciation and write down | 1.5 | 1.1 | 1.5 | 1.1 |
| Office and related costs | 2.4 | 2.5 | 1.7 | 1.9 |
| Travel, commission, exhibition and other sales costs | 2.2 | 2.8 | 0.8 | 1.5 |
| Consultants; sales, marketing and administration | 2.3 | 2.3 | 1.8 | 1.8 |
| Operational foreign exchange difference | 0.6 | -0.5 | 0.3 | -0.7 |
| Other | 4.0 | 4.2 | 3.9 | 4.0 |
| Total | 50.5 | 50.7 | 50.1 | 50.6 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| PricewaterhouseCoopers (Sweden)* | ||||
| Audit fees | 0.2 | 0.2 | 0.2 | 0.2 |
| Other statutory audit fees | 0.1 | 0.1 | 0.1 | 0.1 |
| Tax consultancy | 0.0 | 0.1 | 0.0 | 0.1 |
| Other services | – | 0.0 | – | 0.0 |
| Gorman Darby & Co Ltd (United Kingdom) | ||||
| Audit fees | 0.1 | 0.1 | – | – |
| Tax consultancy | 0.0 | 0.0 | – | – |
| Beijing Jiarun CPA Ltd (China) | ||||
| Audit fees | 0.0 | 0.0 | – | – |
| Total | 0.4 | 0.5 | 0.3 | 0.4 |
*The total fee to PwC is SEK 0,3 million. In addition to audit services, PwC provided certain audit-related services. The audit-related services include quarterly review.
The Annual General Meeting 2017 decided upon a remuneration policy in respect of the Managing Director and other members of the Group Management as follows: The remuneration shall consist of a balanced combination of fixed remuneration, variable remuneration, pension and other benefits. The total remuneration shall be in accordance with market practice and shall be based on performance. The fixed remuneration shall be individually determined and shall be based on each individual's responsibility, role, competence and position. Variable remuneration shall be based on predetermined targets on the Group and individual levels, considering the effect on the long term result. In extraordinary situations a special compensation may be paid out to attract and retain key competence. Variable remuneration and special compensation may not exceed an amount corresponding to 75 percent of the fixed annual salary.
Pension benefits are in the form of defined contribution plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Bonus shall not constitute a basis for pension.
Upon termination by the company, the notice period for the Managing Director is nine months, and six months for the other members of the Group Management. Upon termination of the Managing Director by the company the Managing Director is entitled to a severance payment corresponding to nine months compensation. Deduction shall not be made for remuneration paid by another employer. No severance payments have been agreed with the other members of the Group Management.
The Board of Directors and, on behalf of the Board of Directors, the Compensation Committee, shall be entitled to deviate from the guidelines if there are specific reasons in an individual case.
ALL AMOUNTS IN SEK THOUSANDS
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Salaries and | Social security | Pension | Salaries and | Social security | Pension | |
| GROUP | remuneration | costs | costs | remuneration | costs | costs |
| China | 1,259 | 155 | – | 1,462 | 163 | – |
| Korea | 1,798 | – | 171 | 1,754 | – | 141 |
| Sweden | 11,615 | 3,560 | 2,005 | 11,024 | 3,349 | 1,584 |
| United Kingdom | 3,645 | 498 | 742 | 3,817 | 521 | 746 |
| USA | 4,039 | 191 | 464 | 4,075 | 172 | 503 |
| Total | 22,356 | 4,404 | 3,382 | 22,132 | 4,205 | 2,974 |
| PARENT COMPANY | ||||||
| Sweden* | 11,615 | 3,560 | 2,005 | 11,024 | 3,349 | 1,584 |
| Total | 11,615 | 3,560 | 2,005 | 11,024 | 3,349 | 1,584 |
* Contributions to the Alecta ITP-2 pension plan amounted to SEK 0.6 million (0.6). The expected contribution for 2018 is approximately SEK 0.6 million.
The remuneration to the Managing Director amounted to SEK 3.6 million (3.8). The remuneration is allocated according to the compensation committee´s resolution and includes variable remuneration of SEK 0.3 million (0.3), taxable benefits in the form of insurance premiums paid for life, long term disability and medical, and school fees amounting to SEK 0.7 million (0.7). Pension contributions (30% of salary), amounted to SEK 0.7 million (0.7), which are based on contributions made without any further commitments. The social costs for the Managing Director amounted to SEK 0.5 million (0.5). The remuneration to the other two (two) members of the Group Management, presented on page 17, amounted to SEK 2.4 million (2.5), including variable remuneration amounting to SEK 0.16 million (SEK 0.32 million). In addition, pension contributions amounting to SEK 0.7 million (0.6) were paid, including additional voluntary contributions. The social costs amounted to SEK 0.9 million (0.9). The pension plan follows the Swedish ITP-Plan, according to collective agreement.
For all other employees, the remuneration package included a variable element during 2017. The variable part constituted a minor part of the total remuneration package. The variable remuneration for 2017 has been accounted for on an accrual basis. During 2017, no share based related benefits existed in SinterCast.
The Annual General Meeting on 18 May 2017 (AGM 18 May 2016) decided upon a total Board remuneration, for the period until the next AGM, of SEK 1,120,000 (SEK 1,120,000). It was further decided that the remuneration shall be divided between the Chairman, SEK 320,000 (SEK 320,000) and the ordinary Board Members, SEK 160,000 (SEK 160,000) each, with no Board remuneration for the Managing Director. The AGM 2017 decided that the remuneration may, if certain conditions are fulfilled, be billed by the Board Member's company. In such cases the invoiced amount shall be adjusted upward with an amount corresponding to the social security contributions and value added tax that SinterCast thereby does not have to pay, provided that the procedure is cost-neutral for SinterCast.
The Board remuneration during 2017 has been in accordance with the AGM decision, in total SEK 1.12 million (1.12). The remuneration to the Chairman, Hans-Erik Andersson, amounted to SEK 0.32 million (0.32) and the remuneration to the ordinary Board Members Robert Dover, Laurence Vine-Chatterton, Carina Andersson, Jason Singer and Caroline Sundewall amounted to SEK 0.16 million (0.16) each. No Board fees were allocated to the Managing Director. No bonus schemes, incentive programmes, pension commitments, or pension liabilities exist for the Board Members, with the exception of the Managing Director. During the year, the Chairman and three ordinary Board Members, invoiced their Board remuneration. The Board of Directors has established a Review Group consisting of two members, Laurence Vine-Chatterton and Caroline Sundewall, who received an additional remuneration of SEK 0.02 million (0.02) each.
ALL AMOUNTS IN SEK THOUSANDS
| 2017 | 2016 | 2017 | 2016 | |
|---|---|---|---|---|
| Board1 | Board 2 | Review Group | ||
| Hans-Erik Andersson | 320 | 320 | – | – |
| Aage Figenschou | – | 160 | – | – |
| Robert Dover | 160 | 160 | – | – |
| Laurence Vine-Chatterton | 160 | 160 | 20 | 20 |
| Carina Andersson | 160 | 160 | – | – |
| Jason Singer | 160 | 160 | – | 20 |
| Caroline Sundewall | 160 | – | 20 | – |
| Steve Dawson | – | – | – | – |
| Total | 1,120 | 1,120 | 40 | 40 |
For the period 18 May 2017 - 23 May 2018
For the period 19 May 2016 - 18 May 2017
ALL AMOUNTS IN SEK THOUSANDS
| 2017 | 2016 | |||
|---|---|---|---|---|
| Board and Group | Other | Board and Group | Other | |
| GROUP | Management | Employees | Management | Employees |
| China | – | 1,259 | – | 1,462 |
| Korea | – | 1,798 | – | 1,754 |
| Sweden | 3,532 | 8,083 | 3,585 | 7,439 |
| United Kingdom | 3,645 | – | 3,817 | – |
| USA | – | 4,039 | – | 4,075 |
| Total | 7,177 | 15,179 | 7,402 | 14,730 |
| PARENT COMPANY | ||||
| Sweden | 3,532 | 8,083 | 3,585 | 7,439 |
| Total | 3,532 | 8,083 | 3,585 | 7,439 |
No substantial transactions took place between SinterCast and the Board or management during 2017.
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| GROUP | Total | Female | Female % | Total | Female | Female % |
| Board Members | 14 | 3 | 21 | 14 | 2 | 14 |
| CEO and Group Management | 3 | 0 | 0 | 3 | 0 | 0 |
| PARENT COMPANY | ||||||
| Board Members | 7 | 2 | 29 | 7 | 1 | 14 |
| CEO and Group Management | 3 | 0 | 0 | 3 | 0 | 0 |
| 2017 | ||||
|---|---|---|---|---|
| GROUP | Total | Male | Total | Male |
| China | 1 | 1 | 1 | 1 |
| Korea | 1 | 1 | 1 | 1 |
| Sweden | 16 | 12 | 15 | 11 |
| United Kingdom | 1 | 1 | 1 | 1 |
| USA | 2 | 2 | 2 | 2 |
| Total | 21 | 17 | 20 | 16 |
| PARENT COMPANY | ||||
| Sweden | 16 | 12 | 15 | 11 |
| Total | 16 | 12 | 15 | 11 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| SinterCast as Lessor | 2017 | 2016 | 2017 | 2016 |
| Income from leased equipment | 0.3 | 0.3 | 0.1 | 0.1 |
| Contracted future income | 1.5 | 1.6 | 0.5 | 0.5 |
| Receivables within 1 year | 0.3 | 0.3 | 0.1 | 0.1 |
| Receivables within 2–5 years | 1.2 | 1.3 | 0.4 | 0.4 |
| Receivables beyond 5 years | 0.0 | 0.0 | 0.0 | 0.0 |
Leased equipment refers to Agreements with Motor Castings and SKF.
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| SinterCast as Lessee | 2017 | 2016 | 2017 | 2016 |
| Cost from leased premises and equipment | 1.4 | 1.4 | 0.8 | 0.7 |
| Contracted future commitments | 7.0 | 7.1 | 3.9 | 3.8 |
| Payable within 1 year | 1.4 | 1.4 | 0.8 | 0.8 |
| Payable within 2–5 years | 5.6 | 5.7 | 3.1 | 3.0 |
| Payable beyond 5 years | 0.0 | 0.0 | 0.0 | 0.0 |
Leasing fees for operational leasing charged to the operating result refer primarily to leased premises used for production, inventory, development, and office space.
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Other Income | ||||
| Exchange gains from operations | 1.7 | 2.9 | 2.1 | 3.5 |
| Total | 1.7 | 2.9 | 2.1 | 3.5 |
| Other Costs | ||||
| Exchange loss from operations | -2.3 | -2.4 | -2.4 | -2.8 |
| Total | -2.3 | -2.4 | -2.4 | -2.8 |
| Total other operating income and costs | -0.6 | 0.5 | -0.3 | 0.7 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| Interest | 2017 | 2016 | 2017 | 2016 |
| Interest income | 0.1 | 0.0 | 0.1 | 0.1 |
| Interest cost | -0.2 | -0.1 | -0.1 | -0.1 |
| Total | -0.1 | -0.1 | 0.0 | 0.0 |
| Revaluation differences of forward exchange contracts and investments | ||||
| Exchange gain, forward contracts | 0.1 | 0.0 | 0.1 | 0.0 |
| Exchange loss, forward contracts | 0.0 | -0.5 | 0.0 | -0.5 |
| Total | 0.1 | -0.5 | 0.1 | -0.5 |
| Total financial income and expenses | 0.0 | -0.6 | 0.1 | -0.5 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| Income tax | 2017 | 2016 | 2017 | 2016 |
| Income tax for the year | -0.1 | 0.0 | 0.0 | 0.0 |
| Change in deferred tax asset | 1.0 | 1.0 | 1.0 | 1.0 |
| Income tax in the income statement | 0.9 | 1.0 | 1.0 | 1.0 |
| GROUP | PARENT COMPANY | |||
| Deferred tax asset | 2017 | 2016 | 2017 | 2016 |
| Deferred tax asset brought forward | 31.3 | 30.3 | 31.3 | 30.3 |
| Capitalised carry forward tax losses during the year | 1.0 | 1.0 | 1.0 | 1.0 |
| Accumulated value carried forward | 32.3 | 31.3 | 32.3 | 31.3 |
Deferred tax asset relates to carry forward tax losses in Sweden, only. No tax effects on items included in other comprehensive income. Fixed currency rates have been used when calculating the value of the deferred tax asset on the balance sheet date, USD/SEK 6.51 EUR/SEK 8.6.
Based on the filed tax returns for the financial year 2016, with addition of the calculated taxable result of the financial year 2017.
| Country | Valid until | 2017 | 2016 | Tax Rates |
|---|---|---|---|---|
| Sweden | indefinitely | 418.2 | 436.6 | 22% |
| United Kingdom | indefinitely | 31.4 | 32.2 | 20% |
| USA* | 15 years from the year of filing | 24.1 | 26.5 | 15-35% |
| Total** | 473.7 | 495.3 | 22% |
*Of which USD 2.0 million is due within 5 years, USD 2.9 million within 10 years and USD 2.9 million within 15 years.
**SEK 147.0 million (SEK 142.3 million) of the Group's total carried-forward tax losses have been used as the basis of the deferred tax asset calculation. SEK 326.7 million (SEK 352.9 million) of the Group's carried forward tax losses have not yet been used.
| GROUP | ||||
|---|---|---|---|---|
| Tax expenses based on actual tax rate | 2017 | 2016 | 2017 | 2016 |
| Result before tax | 17.7 | 25.8 | 17.3 | 25.1 |
| Tax calculated based on Swedish tax rate | -3.9 | -5.7 | -3.8 | -5.5 |
| Tax effect on non tax deductible expenses | 0.0 | 0.0 | 0.0 | 0.0 |
| Tax effect on foreign tax | -0.1 | 0.0 | 0.0 | 0.0 |
| Tax effect on utilised carried forward tax losses | 3.9 | 5.7 | 3.8 | 5.5 |
| Tax effect on capitalised tax losses | 1.0 | 1.0 | 1.0 | 1.0 |
| Tax on the result for the period as per the income statements | 0.9 | 1.0 | 1.0 | 1.0 |
The income tax rate valid for the Group was 22% (22%). The income tax rate valid for Sweden was 22% (22%). The income tax rate valid for UK was 20% (20%). The income tax rate valid for US was 15-35% (15-35%).
| Patent | Capitalised Development | Total | ||||
|---|---|---|---|---|---|---|
| GROUP | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Acquisition value brought forward | 16.4 | 17.6 | 4.5 | 2.6 | 20.9 | 20.2 |
| Acquisitions during the year | ||||||
| Research & development | 0.3 | 0.3 | 3.1 | 1.9 | 3.4 | 2.2 |
| Disposals | -0.4 | -1.5 | -0.2 | 0.0 | -0.6 | -1.5 |
| Accumulated acquisition carried forward | 16.3 | 16.4 | 7.4 | 4.5 | 23.7 | 20.9 |
| Depreciation brought forward | -14.5 | -15.8 | -1.2 | -0.8 | -15.7 | -16.6 |
| Depreciation for the year | ||||||
| Research & development | -0.2 | -0.2 | -0.3 | -0.4 | -0.5 | -0.6 |
| Disposals | 0.2 | 1.5 | 0.0 | 0.0 | 0.2 | 1.5 |
| Accumulated depreciation carried forward | -14.5 | -14.5 | -1.5 | -1.2 | -16.0 | -15.7 |
| Book value carried forward | 1.8 | 1.9 | 5.9 | 3.3 | 7.7 | 5.2 |
| Patent | Capitalised Development | Total | ||||
| PARENT COMPANY | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Acquisition value brought forward | 16.4 | 17.6 | 4.5 | 6.8 | 20.9 | 24.4 |
| Acquisitions during the year | ||||||
| Research & development | 0.3 | 0.3 | 3.1 | 1.9 | 3.4 | 2.2 |
| Disposals | -0.4 | -1.5 | -0.2 | -4.2 | -0.6 | -5.7 |
| Accumulated acquisition carried forward | 16.3 | 16.4 | 7.4 | 4.5 | 23.7 | 20.9 |
| Depreciation brought forward | -14.5 | -15.8 | -1.2 | -5.0 | -15.7 | -20.8 |
| Depreciation for the year | ||||||
| Research & development | -0.2 | -0.2 | -0.3 | -0.4 | -0.5 | -0.6 |
| Disposals | 0.2 | 1.5 | 0.0 | 4.2 | 0.2 | 5.7 |
| Accumulated depreciation carried forward | -14.5 | -14.5 | -1.5 | -1.2 | -16.0 | -15.7 |
| Book value carried forward | 1.8 | 1.9 | 5.9 | 3.3 | 7.7 | 5.2 |
* All intangible assets are related to Sweden.
| Laboratory & Production Equipment, Facility Upgrades & Computers |
Process Control Equipment | Total | ||||
|---|---|---|---|---|---|---|
| GROUP | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Acquisition value brought forward | 4.4 | 3.8 | 5.3 | 6.7 | 9.7 | 10.5 |
| Acquisitions during the year | ||||||
| Administration | 0.3 | 0.5 | – | – | 0.3 | 0.5 |
| Sales and marketing | – | 0.4 | – | – | 0.0 | 0.4 |
| Disposals | ||||||
| Sales and marketing | – | -0.1 | – | -1.4 | 0.0 | -1.5 |
| Administration | -0.3 | -0.2 | – | – | -0.3 | -0.2 |
| Accumulated acquisition carried forward | 4.4 | 4.4 | 5.3 | 5.3 | 9.7 | 9.7 |
| Depreciation brought forward | -2.5 | -2.5 | -5.3 | -6.7 | -7.8 | -9.2 |
| Depreciation for the year | ||||||
| Sales and marketing | -0.3 | – | 0.0 | 0.0 | -0.3 | |
| Administration | -0.5 | -0.1 | – | – | -0.5 | -0.1 |
| Disposals | ||||||
| Sales and marketing | 0.2 | 1.4 | 0.0 | 1.6 | ||
| Administration | 0.3 | 0.2 | – | – | 0.3 | 0.2 |
| Accumulated depreciation carried forward | -2.7 | -2.5 | -5.3 | -5.3 | -8.0 | -7.8 |
| Book value carried forward | 1.7 | 1.9 | 0.0 | 0.0 | 1.7 | 1.9 |
| Laboratory & Production Equipment, Facility Upgrades & Computers |
Process Control Equipment | Total | ||||
|---|---|---|---|---|---|---|
| PARENT COMPANY | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Acquisition value brought forward | 5.0 | 4.4 | 1.7 | 3.1 | 6.7 | 7.5 |
| Acquisition during the year | ||||||
| Administration | 0.3 | 0.5 | – | – | 0.3 | 0.5 |
| Sales and marketing | – | 0.4 | – | – | – | 0.4 |
| Disposals | ||||||
| Sales and marketing | – | -0.1 | – | -1.4 | – | -1.5 |
| Administration | -0.3 | -0.2 | – | -0.3 | -0.2 | |
| Accumulated acquisition carried forward | 5.0 | 5.0 | 1.7 | 1.7 | 6.7 | 6.7 |
| Depreciation brought forward | -3.1 | -3.1 | -1.7 | -3.1 | -4.8 | -6.2 |
| Depreciation for the year | ||||||
| Sales and marketing | – | -0.3 | – | 0.0 | 0.0 | -0.3 |
| Administration | -0.5 | -0.1 | – | – | -0.5 | -0.1 |
| Disposals | ||||||
| Sales and marketing | – | 0.2 | – | 1.4 | 0.0 | 1.6 |
| Administration | 0.3 | 0.2 | – | – | 0.3 | 0.2 |
| Accumulated depreciation carried forward | -3.3 | -3.1 | -1.7 | -1.7 | -5.0 | -4.8 |
| Book value carried forward | 1.7 | 1.9 | 0.0 | 0.0 | 1.7 | 1.9 |
*All fixed assets in the Parent Company relates to Sweden..
| GROUP | ||
|---|---|---|
| 2017 | 2016 | |
| Accounts receivable not due | 14.0 | 12.5 |
| Accounts receivable overdue 0–30 days | 0.7 | 0.7 |
| Accounts receivable overdue 31–90 days | 0.3 | 1.5 |
| Accounts receivable overdue 91–180 days | – | 0.4 |
| Accounts receivable overdue >180 days | 0.0 | 0.3 |
| Provision for bad debts | 0.0 | -0.3 |
| Accounts receivables net | 15.0 | 15.1 |
Accounts receivable net, including a provision for bad debts amounting to SEK 0.03 (0.3) million. The carrying amount of accounts receivable represents the fair value.
| GROUP | PARENT COMPANY | ||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Deposits* | 0.4 | 0.4 | 0.1 | 0.1 | |
| Deferred Tax Asset | 32.3 | 31.3 | 32.3 | 31.3 | |
| Accrued Interest from Subsidiary | – | – | 0.1 | 0.1 | |
| Total | 32.7 | 31.7 | 32.5 | 31.5 |
*Mainly office rental deposits.
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Work in progress | 1.3 | 1.1 | 1.3 | 1.1 |
| Finished products | 2.9 | 3.2 | 2.8 | 3.1 |
| Total | 4.2 | 4.3 | 4.1 | 4.2 |
| GROUP | PARENT COMPANY | |||
| 2017 | 2016 | 2017 | 2016 | |
| The amount of inventories recognised as an expense during the period | 7.8 | 9.4 | 7.7 | 9.3 |
| Total | 7.8 | 9.4 | 7.7 | 9.3 |
| GROUP | PARENT COMPANY | ||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| VAT and tax receivables | 0.5 | 0.5 | 0.5 | 0.5 | |
| Other current receivables | 0.0 | 0.0 | 0.0 | 0.0 | |
| Fair value on currency forward foreign exchange contracts* | – | – | – | – | |
| Total | 0.5 | 0.5 | 0.5 | 0.5 |
* The fair value of forward foreign exchange contracts is determined by using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value. The fair value of derivative instruments is established by using valuation techniques. For this purpose, observable market information is used.
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Prepaid rents | 0.1 | 0.2 | 0.1 | 0.1 |
| Prepaid insurance | 0.6 | 0.7 | 0.5 | 0.5 |
| Prepaid benefit | – | 0.0 | – | – |
| Accrued income from Production Fee | 0.0 | 0.9 | 0.0 | 0.9 |
| Others | 2.1 | 1.7 | 2.1 | 1.7 |
| Total | 2.8 | 3.5 | 2.7 | 3.2 |
| GROUP | PARENT COMPANY | ||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Other long term liabilities | 0.0 | 0.0 | 0.0 | 0.0 | |
| Total | 0.0 | 0.0 | 0.0 | 0.0 |
| GROUP | PARENT COMPANY | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Withholding tax and national insurance contributions for employees | 0.8 | 0.9 | 0.6 | 0.7 |
| Fair value on currency forward foreign exchange contracts* | 0.0 | 0.1 | 0.0 | 0.1 |
| Total | 0.8 | 1.0 | 0.6 | 0.8 |
* The fair value of forward foreign exchange contracts is determined by using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value. The fair value of derivative instruments is established by using valuation techniques. For this purpose, observable market information is used.
| GROUP | PARENT COMPANY | ||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Accrued personnel expenses | 4.2 | 6.4 | 1.2 | 1.0 | |
| Accrued adminstrative costs | 0.3 | 0.3 | 0.2 | 0.2 | |
| Deferred income | 0.5 | 0.4 | 0.2 | 0.2 | |
| Provisions for cost of goods sold | 0.2 | 0.6 | 0.2 | 0.6 | |
| Others | 0.1 | 0.4 | 0.1 | 0.3 | |
| Total | 5.3 | 8.1 | 1.9 | 2.3 |
| GROUP | PARENT COMPANY | ||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Bank guarantees* | – | 0.3 | – | 0.3 | |
| Total contingent liabilities | – | 0.3 | – | 0.3 |
*Quality guarantee given to customer
| ALL AMOUNTS IN SEK | 2017 | 2016 |
|---|---|---|
| Acquisition value brought forward | 66,268,332 | 66,268,332 |
| Acquisition during the year | ||
| New share issue | 0 | 0 |
| Accumulated acquisition value carried forward | 66,268,332 | 66,268,332 |
| Impairment brought forward | -64,352,300 | -64,352,300 |
| Impairment for the year | ||
| Write-off of shares in subsidiaries | 0 | 0 |
| Accumulated impairment carried forward | -64,352,300 | -64,352,300 |
| Book value carried forward | 1,916,032 | 1,916,032 |
| Corporate | Votes and Percentage | Book Value | Book Value | ||
|---|---|---|---|---|---|
| List of subsidiaries to SinterCast AB (publ) | Identification Number | of Equity, % | 2017 | 2016 | |
| SinterCast Trading (Beijing) Co., Ltd. | Beijing, China | 110000450218467 | 100 | 1,848,047 | 1,848,047 |
| SinterCast Korea Co., Ltd | JeonJu-City, South Korea | 418-81-40366 | 100 | 67,981 | 67,981 |
| SinterCast Ltd. | London, UK | 2021239 | 100 | 1 | 1 |
| SinterCast, Inc. | Chicago, USA | 187363 | 100 | 1 | 1 |
| SinterCast SA de CV | Saltillo, Mexico | SIN960415AY5 | 100 | 1 | 1 |
| SinterCast Servicios SA de CV | Saltillo, Mexico | SSE960408EX1 | 100 | 1 | 1 |
| Total | 1,916,032 | 1,916,032 |
| Number of Shares | |||||
|---|---|---|---|---|---|
| A* | B** | Total | Par Value (SEK) | Share Capital (SEK) | |
| Share capital as of 1 January 1993 | 101,200 | 2,660 | 103,860 | 0.50 | 51,930 |
| March 1993: Share issue I | 161,200 | 2,660 | 163,860 | 0.50 | 81,930 |
| April 1993: Split 10:1 | 1,612,000 | 26,600 | 1,638,600 | 0.05 | 81,930 |
| April–May 1993: Share issue II | 2,084,600 | 26,600 | 2,111,200 | 0.05 | 105,560 |
| April–May 1993: Share issue III | 2,311,350 | 26,600 | 2,337,950 | 0.05 | 116,898 |
| December 1993: Bonus issue | 2,311,350 | 26,600 | 2,337,950 | 1.00 | 2,337,950 |
| January 1994: Directed share issue | 2,811,350 | 26,600 | 2,837,950 | 1.00 | 2,837,950 |
| October 1994: Directed share issue | 2,811,350 | 626,600 | 3,437,950 | 1.00 | 3,437,950 |
| October 1995: Directed share issue | 3,435,350 | 626,600 | 4,061,950 | 1.00 | 4,061,950 |
| December 1995: Subscription via warrants | 3,435,350 | 628,600 | 4,063,950 | 1.00 | 4,063,950 |
| June 1996: Subscription via warrants | 3,435,350 | 655,600 | 4,090,950 | 1.00 | 4,090,950 |
| February 2002: Directed share issue | 4,235,350 | 655,600 | 4,890,950 | 1.00 | 4,890,950 |
| Number of Outstanding Shares | |||||
| June 2002: Change share structure* (B shares converted to A) | 4,890,950 | 1.00 | 4,890,950 | ||
| September 2002: Subscription via warrants | 4,900,062 | 1.00 | 4,900,062 | ||
| November 2003: Subscription via warrants | 5,364,200 | 1.00 | 5,364,200 | ||
| December 2003: Subscription via warrants | 5,389,200 | 1.00 | 5,389,200 | ||
| December 2004: Subscription via warrants | 5,552,900 | 1.00 | 5,552,900 | ||
| September 2009: Directed share issue | 6,478,383 | 1.00 | 6,478,383 | ||
| October 2010: Subscription via warrants | 6,930,653 | 1.00 | 6,930,653 | ||
| December 2010: Subscription via warrants | 6,975,653 | 1.00 | 6,975,653 | ||
| December 2013: Subscription via warrants | 7,090,133 | 1.00 | 7,090,133 | ||
| Share capital as of 31 December 2017 | 7,090,133 | 1.00 | 7,090,133 |
* One vote per share
**One tenth vote per share
48
All business and share-ownership involves some measure of risk. The risk factors reported herein are not ranked in order of priority or significance, and do not claim to be comprehensive. Shareholders should make their own assessment of each risk factor and its significance for the future development of the company. The risk exposure for SinterCast can be broadly divided into strategic risks, operational risks and financial risks.
The Board of Directors monitors the business development and the associated risks during the Board Meetings. The Board of Directors has established policies to provide a framework for how the various risks that SinterCast can encounter shall be managed and to define the risk exposure with which the business may be operated. The objective of the Board's policies is to maintain a low risk profile regarding financial and legal matters. External monitoring is conducted by auditors and advisors. Internal monitoring takes place in accordance with the operating principles approved by the Board of Directors. Appropriate insurance has been taken against risks associated with assets and interruption of operations and to minimise indemnity risks. Operating procedures have also been implemented to reduce the risk of IT interruptions and recovery procedures have been established. SinterCast is currently not involved in any legal disputes.
Uncertainty factors for SinterCast include the timing of OEM decisions for new CGI engines and other components, adherence to start-of-production dates and ramp projections, the global economy for new vehicle sales, technology trends and emissions legislation, and the individual sales success of vehicles equipped with SinterCast-CGI components.
In Europe, passenger vehicle sales have increased for the last four years and most forecasters indicate a stable or positive near-term outlook for both passenger vehicles and commercial vehicles. However, political uncertainty remains and this could affect infrastructure, investment, trade and, ultimately, vehicle sales. In Asia, the dominant Chinese market has shown recovery in the commercial vehicle sector, which represents the primary opportunity for CGI. Growth for SinterCast in China depends on the continued modernisation of road infrastructure, enforcement of emissions legislation, and acceptance of the SinterCast business model. In North America, passenger vehicle sales remain strong and SinterCast has benefitted from the recent market growth and the trend toward larger crossovers, SUVs and pick-ups. Although the topthree best-selling vehicles in America have recently committed to diesel engine options, the long-term outlook for diesel passenger vehicles remains uncertain. The possible renegotiation of free trade agreements could also have an impact on the North American passenger vehicle and commercial vehicle markets.
Series production is diversified between V-type diesel and petrol engines for passenger vehicles, commercial vehicle engine components, and other applications such as exhaust components, bedplates and industrial power components. This diversification, combined with the delivery of SinterCast-CGI castings to more than 30 different end-users in five continents, helps to mitigate the risk of cyclical demand in any one sector or for any one customer. SinterCast also endeavours to offset the risk in its current customer activities by developing new products and applications. The SinterCast Tracking Technologies were launched in 2016, providing the opportunity for supplemental revenue beyond the core CGI business.
The business development of SinterCast is strongly linked to the internal combustion engine, particularly the diesel engine. Recent events in the global passenger vehicle market have increased the scrutiny on diesel engines and some governments are revisiting emissions legislation. While SinterCast believes that the diesel engine can meet stringent NOx legislation and that it remains an important part of the solution for fleet fuel economy and CO2 reduction, revised legislation can present a hindrance to the market development for diesel passenger vehicles. For long-haul commercial vehicles, diesel engines are expected to remain the dominant powertrain technology throughout the SinterCast planning horizon. Within the passenger vehicle market, sales of new powertrain technologies, such as vehicle electrification (hybrid and plug-in vehicles), alternative fuels and fuel cells will grow, however, many automotive industry forecasts agree that the internal combustion engine will remain the dominant powertrain technology well beyond 2025. In perspective, plug-in electric passenger vehicles accounted for 1.4% of new passenger vehicle sales in Europe and 1.2% in the US in 2017. While considerable attention is given to "electrification", most industry analysts agree that the majority of electrified vehicles for the next 20 years will be hybrids, combining both electric drive and an internal combustion engine. The continued need for efficient internal combustion engines provides an opportunity for SinterCast and SinterCast must promote CGI alternatives for these applications. The internal combustion engine, both diesel and petrol, will continue to make efficiency improvements to defend its position as the most cost-efficient and convenient powertrain technology. These gains will include downsizing, increased thermal and mechanical loading, and increased specific performance with current product development focussing on more than 200 horsepower per litre. These developments can benefit from stronger material such as CGI.
The Board of Directors has established a Code of Conduct to guide the way that the company is represented. The guidelines provided in the Code of Conduct are established to reinforce the recognition, respect and leadership position that SinterCast enjoys in industry and in society. SinterCast is committed to high and consistent standards of integrity and ethics. The Board and the management are committed to leading by example and to ensuring that the Code of Conduct is honoured by all employees.
In recent years, SinterCast has actively worked to expand its customer base in order to reduce its dependence on individual foundry customers. As of 15 March 2018 SinterCast has 45 installations in 13 countries and 10 different languages. In 2017, the three largest customers represented SEK 26.1 million (SEK 35.7 million), SEK 14.9 million (SEK 10.2 million) and SEK 3.8 million (SEK 5.2 million) of the company's sales while the five largest customers accounted for approximately SEK 51.7 million (SEK 56.5 million) of sales. As a result, the loss of a single foundry customer, capacity constraints at any such customer, or stoppages in the production of any high-volume engine programme could – at least in the short term – have a significant negative impact on the company's revenue and result.
For the foreseeable future, SinterCast will be dependent on the expertise and creativity of a core group of key personnel. These people have the knowledge, experience and contacts that develop and support the underlying technology and that maintain the customer support and sales activities. The departure of one or more of these individuals could have a negative effect on the company's business. The Board of Directors has implemented incentive programmes to manage this risk and to motivate, retain and reward employees. The recent recruitment of technical staff has also helped to distribute the core know-how and broaden the competence within the company. SinterCast strives to provide a challenging and rewarding work environment.
The company has implemented a strategy to protect its technology through patents or other intellectual property rights to preserve its leading position within liquid metal process control. The company applies for patents in selected countries that are relevant to the foundry and/or automotive industries, while retaining some core technology as knowhow. However, there is no guarantee that the company will continue to be granted patents in the relevant geographic markets, or will be able to defend the patents that have been granted. There is also a risk that new technologies may be developed which circumvent the company's patents. During the recent years, as the SinterCast technology has evolved, the company allowed selected patents to lapse, as it was judged that continued payment of the national phase annuities for these patents would not provide a return on the investment.
The risk for claims refers to the costs that SinterCast could incur to replace or rectify non-conforming or defective products or systems and the possible costs for customer-levied penalties. SinterCast endeavours to resolve any claim quickly and efficiently to ensure customer satisfaction and loyalty, even if such resolutions result in short term costs. During 2017, the Group's cost for claims amounted to less than one percent of turnover. SinterCast strives to minimise its risks for claims by means of comprehensive testing during the development phase, through quality control, and proactive customer support.
The Board of Directors has established the SinterCast finance policy to provide a framework for how different types of financial risks shall be managed and to define the risk exposure with which the business may be operated. The objective of this policy is to maintain a low risk profile. In general, risks and principles are applicable for both the Parent Company and the Group. Please see page 37 "Financial Instruments" for more detailed information regarding the SinterCast classification of financial instruments.
Liquidity risk is the risk that the Group's short term cash and cash equivalents requirements may not be met. Planning of the Group's future requirements for liquid funds is facilitated by continuously updating the Group's requirements for liquidity over a 12-month period. The Board must be promptly notified of any sudden or expected decline in the Group liquidity. The risk is limited by holding sufficient cash and cash equivalents and if necessary, securing granted but unused credit facilities that can be utilised without conditions, for at least a 12-month period. The liquidity risk is considered as low. The Group's liquidity on 31 December 2017 amounted to SEK 30.1 million (SEK 45.3 million).
| Liquidity | Group | Parent Company | |||||
|---|---|---|---|---|---|---|---|
| Amounts in SEK million | 2017 | 2016 | 2017 | 2016 | |||
| Bonds, fixed income instruments | 15.0 | 26.0 | 15.0 | 26.0 | |||
| Cash at bank | 15.1 | 19.3 | 13.7 | 17.3 | |||
| Total | 30.1 | 45.3 | 28.7 | 43.3 | |||
| Maturity Structure | 2017 | 2016 | |||||
| Group (Parent Company) | Total | <30 days | Total | <30 days | |||
| Total cash & equivalents | 30.1 (28.7) | 29.1 (27.7) 45.3 (43.3) 38.3 (36.3) | |||||
| Receivables | 15.0 (14.0) | 0.7 (0.5) | 15.1 (13.7) | 0.7 (0.6) | |||
| Income from leases | 0.3 (0.1) | 0.0 (0.0) | 0.3 (0.1) | 0.0 (0.0) | |||
| Total | 45.4 (42.8) 29.8 (28.2) | 60.7 (57.1) 39.0 (36.9) | |||||
| Total payable, ex salaries | 3.1 (3.0) | 2.8 (2.8) | 3.7 (1.9) | 3.7 (1.8) | |||
| Expenses from leases | 1.4 (0.8) | 0.1 (0.1) | 1.4 (0.7) | 0.1 (0.1) | |||
| Total | 4.5 (3.8) | 2.9 (2.9) | 5.1 (2.6) | 3.8 (1.9) |
Refinancing risk is the risk that the Group will be unable to raise new loans or to refinance existing loans, when falling due. Planning of the Group's future finance requirements is facilitated by continuously updating the Group's finance forecasts over a five year period, and reviewing existing loans, if any. Currently, the SinterCast Group has no external loans. Only the Board can approve new loans.
Credit risk is the risk that any counterparty may not be able to fulfil its commitments and, as a consequence, the Group suffers a loss. Prior to entering a business relationship with a new customer, professional credit information about the customer is obtained and reviewed. Before offering credit, financing guarantee products that provide cover against payment risks are evaluated and the credit terms and terms of payments are determined accordingly. This is also valid regarding deposits. Credit risk in excess of SEK 5 million must be approved by the Board. Credit risk is handled by the Group's finance function. Credits are systematically monitored and followedup. The majority of the Group's customers are large, well-known companies and organisations. The credit risk is distributed among the majority of the customers. Historical and present bad debt losses are insignificant. SinterCast operates with credit insurance for most contracts. Provision for bad debts has been made amounting to SEK 0.03 million.
| Credit Risk | Group | Parent Company | ||
|---|---|---|---|---|
| Amounts in SEK million | 2017 | 2016 | 2017 | 2016 |
| Receivables, not due | 14.0 | 12.5 | 13.2 | 12.0 |
| Due <30 days | 0.7 | 0.7 | 0.5 | 0.6 |
| Due > 30 days | 0.3 | 1.9 | 0.3 | 1.1 |
| Total trade receivables | 15.0 | 15.1 | 14.0 | 13.7 |
Funds not needed in the operation shall be invested in order to minimise risks and optimise returns. Bond investments shall be made in bond funds such that all funds shall be Standard & Poors BBB or above, with a maximum of 50% of the funds allocated to the BBB class. The Group shall not invest in securities or funds which are exposed to long term interest rate risks.
Interest rate risk is the risk that variations in interest rates will have a negative impact on the Group results. The aim is to minimise the interest rate risk by investing the Group's liquid funds in a well-balanced portfolio. Interest rate risk exists in short term investments, bank deposits and outstanding loans due to variability of interest rates. An interest rate change of one percentage point up or down corresponds to an interest risk of approximately SEK 0.4 million for SinterCast's short term investments and bank deposits.
Currency risk is the risk that the value of future flows, loans, and equity may change as a result of foreign exchange rate fluctuations. This risk can be further subdivided as follows:
Transaction exposure is the risk that the value in Swedish krona of actual and estimated net inflows in foreign currencies varies with the exchange rate. The net inflow of exposed currencies shall be budgeted for the next 12 months and presented to the Group's banks and other financial advisors for guidance on future hedging. The hedging for the following year will thereafter be decided by the Board.
The Group´s net inflow of foreign currency primarily consists of USD and EUR while its expenses are primarily in SEK. The increased expenses outside Sweden have increased the natural hedge of the USD and EUR inflow. The net surplus of foreign currency primarily consists of USD and EUR which are exchanged to SEK and GBP.
During 2017, foreign currencies exchanged to SEK amounted to approximately USD 3.9 million (USD 4.30 million) and EUR 1.4 million (EUR 1.95 million). Foreign currencies exchanged to GBP amounted to approximately USD 0.6 million (USD 0.4 million) and EUR 0.2 million (EUR 0.0 million). During 2017, the average USD/SEK exchange rate increased by 2.1%, from 8.49 to 8.67. The EUR/SEK exchange rate increased slightly by 0.0% from 9.42 to 9.43. The exchange rate movement in these currencies in 2017 effected the net currency flow by approximately SEK 0.3 million (SEK 0.4 million). The exchange rate movements in GBP compared to USD and EUR affected the 2017 net currency flow by approximately SEK 0.0 million. An exchange rate increase of 10 percent in the main net currency flows versus SEK, has an effect of approximately SEK 0.4 million (USD/SEK) and SEK 0.1 million (EUR/SEK) on the future net currency flows. All presented figures above are before consideration of hedges made in accordance with the Finance Policy. It is estimated that the combined currency movement, phasing on conversions made and other currency effects on the Income Statement during 2017, amounts to approximately SEK -0.6 million.
In accordance with the Group's Finance Policy, part of the expected and budgeted flow of USD and EUR was hedged for the following 12 month period. Outstanding currency forward exchange contracts on the balance sheet date were:
| Amounts in million | 2017 | 2016 | ||
|---|---|---|---|---|
| Total | <6 month | Total | <6 month | |
| USD | 0.9 | 0.9 | 1.2 | 1.2 |
| EUR | 0.8 | 0.4 | 0.8 | 0.6 |
Translation exposure is the risk of holding net assets in a foreign subsidiary (i.e. subsidiaries with a base currency other than SEK). Currently, the net assets in foreign subsidiaries are not hedged. This is reviewed on a yearly basis, in conjunction with the Finance Policy review and approval. Any changes to the hedge decision must be approved by the Board. The value of the Group's net assets, meaning the difference between capital employed and net debt, amounted to SEK 7.1 million, (SEK 6.1 million) and was distributed among the following currencies:
| Amounts in SEK million | 2017 | 2016 |
|---|---|---|
| USD | 3.0 | 2.6 |
| RMB | 2.0 | 2.0 |
| GBP | 1.2 | 0.8 |
| KRW | 0.7 | 0.5 |
| MEX | 0.2 | 0.2 |
If the currency moves 10% towards SEK, the following translation effect will arise, and will affect the result before tax correspondingly.
Amounts in SEK million
| USD | 0.3 |
|---|---|
| RMB | 0.2 |
| GBP | 0.1 |
| KRW | 0.1 |
| MEX | 0.0 |
Loan exposure is the risk of holding loans denominated in a foreign currency, which are not used to hedge the transaction or equity position. The matching principle is applied to funds borrowed externally. Accordingly, if possible, money is raised, or hedged, in the currency in which it is intended to invest the funds. Internal loans are denominated in the currency of the lender. External foreign currency loans must be approved by the Board.
Capital Risk is the risk that the Group's capital structure is not efficient or that there are risks to cease the Group's operation.
The Group's objective in respect of the capital structure is to optimise the capital structure in order to secure that SinterCast is able to continue to conduct its operations so that it can generate a return for shareholders and value for other stakeholders and in order to maintain an optimal capital structure so that the cost of capital can be reduced.
To manage the capital structure, the Group must seek approval from the shareholders to issue new shares, buy-back shares or distribute dividends. The capital structure is regularly monitored and the Board is updated of the current capital structure and provided with proposals to be decided upon. The Group equity on 31 December 2017 amounted to SEK 85.8 million (SEK 95.8 million). The equity of SinterCast AB amounted to SEK 80.6 million (SEK 90.6 million). The foreign subsidiaries have been financed by internal loans and equity.
The following press releases have been issued:
18 January 2018 – Focus on pick-up trucks and diesel engines at North American International Auto Show
21 February 2018 – SinterCast Results October-December 2017 and Full Year Results 2017
28 February 2018 – Sanlian Casting adopts SinterCast technology for Chinese commercial vehicle CGI production
There have been no other significant events since the balance sheet date of 31 December 2017 that could materially change these financial statements.
The balance sheets and the income statements shall be presented for approval at the Annual General Meeting of shareholders on 24 May 2018.
The following earnings in the Parent Company are at the disposal of the Annual General Meeting.
| Total non-restricted equity of the Parent Company | 58,865,097 |
|---|---|
| Result for the year | 18,301,264 |
| Result brought forward | 5,227,223 |
| Share premium reserve | 35,336,610 |
| (Amounts in SEK) |
The Board of Directors proposes to the AGM that earnings be distributed as follows.
(Amounts in SEK)
| A dividend of SEK 2.75 per share shall be distributed | 19,497,866 |
|---|---|
| To be retained by the Parent Company | 30,367,231 |
| Total | 58,865,097 |
The European Securities and Markets Authority (ESMA) has issued guidelines regarding alternate key ratios for listed companies. Alternative ratios relate to financial key figures and share data used by management to control and evaluate the Group's business, other than those defined in the applicable financial reporting framework (IFRS). These ratios are also considered to be of interest to external investors and analysts who monitor the company. The key ratios are calculated according to the following definitions using the figures presented in the financial statements. According to management judgement, reconciliation of the key ratios has not been presented because the calculations are based on non-adjusted figures.
Operating results as percentage of revenue Weighted average of the number of shares Solidity % for the period adjusted for dilution Adjusted shareholders' equity expressed as percentage Earnings per share* of total assets end of period Result for the period divided by the average number of shares Equity per share Earnings per share, diluted Shareholders' equity divided by the average number of shares Result for the period divided by Capital employed the average number of shares Total assets less non-interest bearing liabilities adjusted for dilution Return on shareholders' equity % Dividend per share Result for the period as a percentage of average Dividend divided by the number of shares shareholders' equity Cashflow from operations per share Quarterly values are not annualised Cashflow from operations divided Return on capital employed % by the number of shares Result for the period as a percentage Share price at the end of the period of average capital employed Latest paid price for the SinterCast share at Quarterly values are not annualised Nasdaq Stockholm stock exchange Return on total assets % Value presented as "0.0" Result for the period as a percentage Amount below SEK 50,000 of total average assets. Value presented as "-"
Quarterly values are not annualised No amount applicable
*According to IFRS. All other key ratios and share data are defined as Alternative Performance Measures (APMs)
The Board of Directors and the Managing Director declare that the consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and give a fair view of the Group's financial position and results of operations. The financial statements of the Parent Company have been prepared in accordance with generally accepted accounting principles in Sweden and give a true and fair view of the Parent Company's financial position and results of the operations. The Directors' Report of the Group and the Parent Company provides a fair review of the development of the Group's and the Parent Company's operations, financial position and results of the operations, and describes material risks and uncertainties facing the Parent Company and the companies included in the Group.
Stockholm 4 April 2018
Hans-Erik Andersson Chairman of the Board
Robert Dover Member of the Board Laurence Vine-Chatterton Member of the Board
Carina Andersson Member of the Board
Jason Singer Member of the Board
Caroline Sundewall Member of the Board
Steve Dawson Member of the Board & Managing Director
Our audit report was submitted on 4 April 2018 Öhrlings PricewaterhouseCoopers AB
Tobias Stråhle Authorised Public Accountant
To the general meeting of the shareholders of SinterCast AB (publ), corporate identity number 556233-6494
We have audited the annual accounts and consolidated accounts of SinterCast AB (publ) for the year 2017 except for the corporate governance statement on pages 23-28. The annual accounts and consolidated accounts of the company are included on pages 19-52 in this document.
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of parent company as of 31 December 2017 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2017 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 23-28. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.
Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.
We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or its controlled companies within the EU.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the group operates.
The transaction flow, as well as the processes that the company applies to ensure financial reporting, is limited in scope. The financial reporting is supervised by a small group of people within the company's finance department, management and board. For efficiency reasons audit evidence was mainly obtained by testing details, on sample basis, of individual transactions in the accounting records.
Our audit of the consolidated financial statements have included the all material unit in the Group. Continuous meetings with the management and the audit committee was held where we reported our findings.
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.
The consolidated and parent company's balance sheet includes an asset "Deferred taxes". At the end of the financial year it amounts to SEK 32 million. This corresponds to 147 million SEK of the tax losses carry forward in Sweden. Details of the total tax losses are disclosed in note 12 in the financial statements.
The company management assesses that the utilization of tax losses carried forward are limited to future earnings from secured CGI programs. The future taxable income which can be offset against tax losses carry forward is calculated, based on a mathematical model. The utilization rate is re-assessed on quarterly basis and reviewed by the board. Under IFRS tax losses should be recognized as deferred tax assets to the extent it is likely that these can be offset against future taxable income over the foreseeable future.
As described in the accounting principles (pages 35-40), "critical accounting estimates and judgements" (page 35) and internal control section in the financial statements, The company management asses that the deferred tax asset is a significant area of judgment for the financial statements.
For the above reasons, valuation of tax losses carryforwards is considered a key audit matter.
Key audit matter How our audit addressed the Key audit matter
We have obtained the mathematical model and assessed if it is mathematical correct and if it is consistently applied.
We have assessed the reasonableness of the calculation by comparing estimated future production rates, revenue and cost levels against historical information in the company's system.
We have compared revenue data that is applied in the model against underlying agreements on sample basis.
We challenged management assessments as to whether the data relating to future taxable income is reasonable and if there are any known changes regarding income from production fees and consumables.
We have also made inquiries to management and board regarding the fairness and sustainability of future production levels and revenues.
Our review has not resulted in any adjustments and we have not reported any significant observations to the Audit Committee.
This document also contains other information than the annual accounts and consolidated accounts and is found on pages 2-18 and 56-59. The Board of Directors and the Managing Director are responsible for this other information.
Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.
If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so.
The Audit Committee shall, without prejudice to the Board of Director's responsibilities and tasks in general, among other things oversee the company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.
A further description of our responsibility for the audit of the annual accounts and consolidated accounts is available on Revisorsnämnden's website: www.revisorsinspektionen.se/rn/ showdocument/documents/rev_dok/revisors_ansvar.pdf. This description is part of the auditor´s report.
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of SinterCast AB (publ) for the year 2017 and the proposed appropriations of the company's profit or loss.
We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.
The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfil the company's accounting in accordance with law and handle the management of assets in a reassuring manner.
Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:
• has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
• in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.
A further description of our responsibility for the audit of the administration is available on Revisorsnämnden's website: www.revisorsinspektionen.se/rn/showdocument/documents/ rev_dok/revisors_ansvar.pdf. This description is part of the auditor´s report.
The Board of Directors is responsible for that the corporate governance statement on pages 23-28 has been prepared in accordance with the Annual Accounts Act.
Our examination of the corporate governance statement is conducted in accordance with FAR's auditing standard RevU 16 The auditor's examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.
A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act.
Öhrlings PricewaterhouseCoopers AB, Torsgatan 21 in Stockholm, was appointed as auditors of SinterCast AB (publ)s by the annual general meeting of the shareholdes on May 18, 2017 and has been the company auditors since April 26, 1993. Tobias Stråhle has been main responsible audit of SinterCast AB (publ) since November 14, 2013.
Stockholm 4 April 2018 Öhrlings PricewaterhouseCoopers AB
Tobias Stråhle Authorized public accountant
| Amounts in SEK million | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Profit and Loss accounts | |||||
| Revenue | 65.6 | 75.4 | 72.4 | 54.5 | 51.9 |
| Operating result | 17.7 | 26.4 | 20.3 | 10.2 | 7.3 |
| Financial net | 0.0 | -0.6 | 4.1 | 1.2 | 0.2 |
| Tax | 0.9 | 1.0 | 0.8 | 0.9 | 0.6 |
| Result for the year for Parent Company shareholders | 18.6 | 26.8 | 25.2 | 12.3 | 8.1 |
| Cashflow analysis | |||||
| Cashflow from operations before change in working capital | 18.9 | 26.9 | 21.3 | 10.9 | 8.1 |
| Change in working capital | -2.0 | -1.5 | -0.9 | -4.2 | 6.3 |
| Cashflow from operations | 16.9 | 25.4 | 20.4 | 6.7 | 14.4 |
| Cashflow from investments | -3.7 | -3.3 | -1.7 | -1.3 | -0.6 |
| Cashflow from financial operations | -28.4 | -24.8 | -15.6 | -8.5 | -1.4 |
| Exchange rate differences in cash and cash equivalents | 0.0 | 0.0 | 0.0 | 0.2 | 0.0 |
| Change in cash position | -15.2 | -2.7 | 3.1 | -2.9 | 12.4 |
| Balance sheet | |||||
| Assets | |||||
| Fixed assets | 42.1 | 38.8 | 35.6 | 33.7 | 32.2 |
| Other current assets | 22.5 | 23.4 | 22.8 | 18.2 | 14.8 |
| Cash and bank deposits | 30.1 | 45.3 | 48.0 | 44.9 | 47.8 |
| Total assets | 94.7 | 107.5 | 106.4 | 96.8 | 94.8 |
| Total shareholders' equity Long-term liabilities |
85.8 | 95.8 0.0 |
93.2 0.0 |
88.4 0.0 |
84.7 0.0 |
| Current liabilities | 0.0 | 11.7 | 13.2 | 8.4 | 10.1 |
| Total shareholders' equity and liabilities | 8.9 94.7 |
107.5 | 106.4 | 96.8 | 94.8 |
| Key ratios | |||||
| Operating margin, % | 27.0 | 35.0 | 28.0 | 18.7 | 14.1 |
| Solidity, % | 90.6 | 89.1 | 87.6 | 91.3 | 89.3 |
| Capital employed | 85.8 | 95.8 | 93.2 | 88.4 | 84.7 |
| Return on shareholders' equity, % | 20.5 | 28.4 | 27.8 | 14.2 | 10.0 |
| Return on capital employed, % | 20.5 | 28.4 | 27.8 | 14.3 | 10.5 |
| Return on total assets, % | 18.4 | 25.1 | 24.8 | 12.9 | 9.6 |
| Earnings per share, SEK | 2.6 | 3.8 | 3.6 | 1.7 | 1.2 |
| Dividend per share, SEK | 4.0 | 3.5 | 2.2 | 1.2 | 1.0 |
| Cashflow from operations/share, SEK | 2.4 | 3.6 | 2.9 | 0.9 | 2.1 |
| Employees | |||||
| Number of employees at the end of the period | 21 | 21 | 20 | 19 | 17 |
| Average number of employees | 21 | 20 | 19 | 18 | 18 |
Definition of key ratios can be found in Note 29.
The SinterCast share has been listed and quoted on the Small Cap segment at Nasdaq Stockholm stock exchange, since 26 April 1993.
Since 1 October 2007, Remium, Stockholm, Sweden, has served as liquidity provider for the SinterCast share in order to improve the liquidity and decrease the difference between quoted prices. Under the terms of the agreement, Remium undertakes to, in accordance with the guidelines issued by Nasdaq Stockholm, quote prices in at least four trading lots, on the buy side and sell side, for the SinterCast share. The liquidity provider guarantees that, for a minimum of 85% of the trading time at Nasdaq Stockholm, the difference between the bid and ask prices for the SinterCast share will not be more than 3%.
The SinterCast share capital on 31 December 2017 was SEK 7,090,133 (SEK 7,090,133 at 31 December 2016) at par value of SEK 1 per share.
SinterCast had 2,909 (3,172) shareholders on 31 December 2017. The ten largest, of which five were nominee shareholders, controlled 52.2% (48.8%) of the capital and votes.
As of 31 December 2017, the SinterCast Board, management and employees controlled 1.1% (1.0%).
| No. of Share | No. of Shares | % of Total Share | ||
|---|---|---|---|---|
| holders | 31 December 2017 | Capital and Votes | ||
| Försäkringsbolaget Avanza Pension* | 858,697 | 12.11% | ||
| UBS AG Clients Account* | 796,271 | 11.23% | ||
| Nordnet Pensionsförsäkring AB* | 617,368 | 8.71% | ||
| Ahlström, Lars incl. affiliates | 435,675 | 6.14% | ||
| Coeli Wealth Management AB* | 221,792 | 3.13% | ||
| HSBC Trustee of Marlborough, European* | 214,195 | 3.02% | ||
| Stenbeck, Ulf incl. affiliates | 202,466 | 2.86% | ||
| Brandels, Jan Olof | 176,375 | 2.49% | ||
| Gustafsson, Torbjörn | 98,789 | 1.39% | ||
| S & B Christensen AB | 80,296 | 1.13% | ||
| Subtotal | 10 | 3,701,924 | 52.21% | |
| Other shareholders approx. | 2,899 | 3,388,209 | 47.79% | |
| TOTAL | 2,909 | 7,090,133 | 100.0% | |
| Total foreign shareholders | 106 | 1,371,653 | 19.35% | |
| Total Swedish shareholders | 2,803 | 5,718,480 | 80.65% |
*Nominee shareholder
| No. of shares | No. of Shareholders | % of Shareholders | No. of Shares | % of Share capital |
|---|---|---|---|---|
| 1-500 | 2,111 | 72.6% | 317,178 | 4.5% |
| 501-1,000 | 308 | 10.6% | 249,387 | 3.5% |
| 1,001-5,000 | 342 | 11.8% | 777,470 | 11.0% |
| 5,001-10,000 | 62 | 2.1% | 441,941 | 6.2% |
| 10,001-15,000 | 34 | 1.1% | 421,698 | 5.9% |
| 15,001-20,000 | 11 | 0.4% | 191,579 | 2.7% |
| Above 20,001 | 41 | 1.4% | 4,690,880 | 66.2% |
| Total | 2,909 | 100.0% | 7,090,133 | 100.0% |
| Amounts in SEK | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Number of shares at the end of the period | 7,090,133 | 7,090,133 | 7,090,133 | 7,090,133 | 7,090,133 |
| Average number of shares during the period | 7,090,133 | 7,090,133 | 7,090,133 | 7,090,133 | 6,982,013 |
| Average number of shares during the period adjusted for outstanding warrants1 | 7,090,133 | 7,090,133 | 7,090,133 | 7,090,133 | 6,982,013 |
| Earnings per share | 2.6 | 3.8 | 3.6 | 1.7 | 1.2 |
| Earnings per share diluted | 2.6 | 3.8 | 3.6 | 1.7 | 1.2 |
| Equity per share | 12.1 | 13.5 | 13.1 | 12.5 | 12.1 |
| Equity per share adjusted for outstanding warrants | 12.1 | 13.5 | 13.1 | 12.5 | 12.1 |
| Dividends per share | 4.0 | 3.5 | 2.2 | 1.2 | 1.0 |
| Share price at the end of the period | 65.0 | 81.8 | 88.3 | 76.0 | 79.0 |
| Highest share price during the period | 83.8 | 91.8 | 102.5 | 100.0 | 100.0 |
| Lowest share price during the period | 64.5 | 77.5 | 76.2 | 73.0 | 41.0 |
| Number of shareholders | 2,909 | 3,172 | 3,408 | 3,554 | 3,623 |
| Non-Swedish shareholdings, % of share capital | 19 | 17 | 18 | 18 | 19 |
| Swedish shareholdings, % of share capital | 81 | 83 | 82 | 82 | 81 |
| Market value, SEK million | 460.9 | 580.0 | 626.1 | 538.9 | 560.1 |
1 Calculated as per the recommendations of IAS 33
For definitions see Note 29
The Annual General Meeting 2018 will be held at 15:00 on 24 May 2018 at The Royal Swedish Academy of Engineering Sciences (IVA), Grev Turegatan 16, Stockholm.
The financial report January-March 2018 will be published on 25 April 2018.
The financial report April-June 2018 will be published on 22 August 2018.
The financial report July-September 2018 will be published on 14 November 2018.
The financial report October-December and Full Year Results 2018 will be published on 20 February 2019.
SinterCast AB (publ) Technical Centre Kungsgatan 2 SE-641 30 Katrineholm Sweden Tel: +46 150 794 40
SinterCast Ltd Kingswick House Kingswick Drive Sunninghill, Berkshire SL5 7BH United Kingdom Tel: +46 150 794 40
SinterCast Inc 1755 Park Street, Suite 200 Naperville, IL 60563 USA Tel: +1 630 778 3466
SinterCast Korea Co., Ltd Rosavall City No. 310 HyoJa-Ro 194 WanSan-Gu JeonJu-City, 54969 South Korea Tel: +82 63 277 1764
SinterCast Trading (Beijing) Co., Ltd Room 1131, 11/F, Block A, Gateway No. 18 Xiaguangli North Road East Third Ring Chaoyang District Beijing 100027 China Tel: +86 10 5923 1163
The Annual Report 2017 is distributed in PDF-format and is available on the SinterCast website. The Annual Report 2017 will not be distributed as a printed document. This Annual Report is available in Swedish and English. The English version is an unofficial translation of the Swedish original. Financial reports and the Annual Report can be obtained by contacting SinterCast AB (publ), or at the SinterCast website:
SinterCast ® AB (publ) Kungsgatan 2, 641 30 Katrineholm, Sweden tel: +46 150 794 40 e-mail: [email protected]
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