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MEKO

Annual Report Feb 14, 2013

3076_10-k_2013-02-14_423c3ae8-2969-4916-851d-9543ba8a6d99.pdf

Annual Report

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14 February 2013

Year-end report January – December 2012

1 January – 31 December

  • Revenues for 2012 rose 28 per cent to SEK 5,426 M (4,237). Adjusted for currency effects and calculated on comparable number of workdays revenues increased 30 per cent.
  • EBIT declined 1 per cent to SEK 528 M (536) and the operating margin was 10 per cent (13).
  • EBITA rose 7 per cent to SEK 602 M (560).
  • Profit after financial items declined 9 per cent to SEK 474 M (523).
  • Profit after tax totalled SEK 382 M (380).
  • Earnings per share before and after dilution amounted to SEK 10.80 (11.39).
  • Net debt at the end of the period amounted to SEK 1,875 M (580).
  • The Board of Directors proposes a share dividend of SEK 7.00 (8.00) per share.

1 October – 31 December

  • Revenues for the quarter rose 49 per cent adjusted for currency effects and calculated on comparable number of workdays. Prior to adjustment, revenues increased 43 per cent to SEK 1,556 M (1,088).
  • Excluding the acquisition of Meca (Meca excluding Denmark), adjusted for currency effects and calculated on comparable number of workdays, revenues rose 6 per cent.
  • EBIT increased 20 per cent to SEK 125 M (104) and the operating margin was 8 per cent (10). Earnings were negatively impacted by non-recurring effects in Denmark totalling SEK 12 M (0).
  • EBITA rose 36 per cent to SEK 152 M (112).
  • Excluding the acquisition of Meca (Meca excluding Denmark), the operating profit declined to SEK 78 M (104).
  • Profit after financial items rose 9 per cent to SEK 109 M (100).
  • Profit after tax totalled SEK 121 M (71), affected by lower company tax in Sweden.
  • Earnings per share before and after dilution amounted to SEK 3.36 (2.16).

Significant events

The acquisition of Meca on 23 May 2012 had an impact of SEK 446 M in the fourth quarter and SEK 1,000 M in the period 23 May – 31 December. EBIT was positively impacted by SEK 47 M in the fourth quarter and SEK 130 M during the 23 May – 31 December period. In addition to this, Group earnings were negatively impacted by transaction costs pertaining to the Meca acquisition totalling SEK 12 M for 2012 and SEK 0 M for the fourth quarter.

SUMMARY OF THE GROUP'S EARNINGS October – December January – December
TREND 2012 2011 Change % 2012 2011 Change %
Revenues, SEK M 1,556 1,088 43 5,426 4,237 28
EBIT, SEK M 125 104 20 528 536 -1
Profit after financial items, SEK M 109 100 9 474 523 -9
Profit after tax, SEK M 121 71 71 382 380 1
Earnings per share, SEK 3.36 2.16 56 10.80 11.39 -5
Operating margin, % 8 10 10 13

Higher market shares in a weak market

  • * Revenues for 2012 rose 28 per cent, EBIT fell 1 per cent.
  • * EBIT for the fourth quarter rose 20 per cent.
  • * Weak results in Denmark, the operating margin was a negative 5 per cent for 2012.
  • * Cash flow from operating activities in the fourth quarter increased to SEK 224 M (24).

The 2012 financial year was characterised by weak market growth. However, Mekonomen experienced a stronger growth than the total Nordic market, for the fourth quarter and 2012, primarily due to successful marketing activities. Revenues for Mekonomen for 2012 rose 28 per cent to SEK 5,426 M (4,237) and the EBIT decreased to SEK 528 M (536). EBITA for 2012 rose 7 per cent to SEK 602 M (560). During 2012, amortisation of intangible fixed assets identified in connection with the acquisition of Sørensen og Balchen and Meca amounted to SEK 19 M and SEK 35 M, respectively.

During the fourth quarter, revenues rose 43 per cent and the EBIT increased 20 per cent to SEK 125 M (104). Adjusted for Meca, growth was 0 per cent, in a total market that declined approximately 3 per cent during the quarter. Adjusted for Meca, currency effects and calculated on the number of comparable workdays, growth for the quarter was 6 per cent. Cash flow from operating activities amounted to SEK 224 M (24) in the fourth quarter. The number of affiliated workshops increased in 2012 to 2,302 (1,686) and the number of stores rose to 421 (334).

Meca Scandinavia was acquired in May 2012 and performed well during the year. The integration work was successful and Meca Scandinavia also reported strong earnings for the fourth quarter, an EBIT of SEK 47 M and net sales of SEK 446 M. EBIT has been charged with amortisation of intangible assets identified in connection with the acquisition totalling SEK 15 M.

From 1 October 2012, Mekonomen's operation in Denmark also is included in the Meca Group. Meca's total EBIT for the fourth quarter, including Denmark, amounted to SEK 20 M. The operating result in Denmark for the fourth quarter was a loss of SEK 27 M (profit: 1), with net sales of SEK 166 M (190). Earnings in Denmark for the fourth quarter were impacted by lower gross margin and non-recurring effects of SEK 12 M. For 2012, the operating results in the Danish operation were a loss of SEK 38 M (profit: 63) and the operating margin was a negative 5 per cent (pos: 8). As announced earlier, continuous measures are being implemented to adapt the structure and cost in Denmark to the prevailing market situation, with a focus on retaining our strong position in the market, according to Meca's B2B-model. Additional structural costs are assumed to impact Denmark's results with SEK 15 M during the first as well as during the second quarters of 2013.

EBIT for Sørensen og Balchen amounted to SEK 20 M (25) in the fourth quarter and to SEK 78 M (88) for 2012. Before amortisation of intangible fixed assets related to the acquisition, profit for 2012 amounted to SEK 97 M (102). Net sales for the fourth quarter rose 7 per cent to SEK 188 M (176). Adjusted for currency effects and calculated on the number of workdays, sales rose 10 per cent. Net sales for Sørensen og Balchen for 2012 amounted to SEK 748 M.

Mekonomen Norden, which comprises the operations in the original Mekonomen, excluding Denmark, reported EBIT totalling SEK 84 M (101) for the fourth quarter of 2012 and an EBIT of SEK 376 M (438) for 2012. Mekonomen Norden's sales rose 3 per cent to SEK 721 M (703) for the fourth quarter and 2 per cent to SEK 2,830 M (2,766) for 2012. The largest units in Mekonomen Norden are Mekonomen Sweden and Mekonomen Norway, with an EBIT for the fourth quarter of SEK 73 M (78) and SEK 24 M (31), respectively. The operation in Finland developed in a positive direction. Sales during the year to affiliated workshops within Mekonomen Norden were satisfactory.

Following the acquisition of Sørensen og Balchen in 2011 and Meca in 2012, focus has been on consolidating the operations. 2013 will also be a year of consolidation, with a strong focus on improving profitability in Denmark, as well as the Group as a whole. The total market remained weak and the prevailing market situation is still uncertain. We foresee that 2013 will be a year when we additionally adapt our operations to market conditions, but where we continue to make CarLife easier. Mekonomen's journey continues!

Håkan Lundstedt President and CEO

Consolidated sales and earnings

REVENUES

1 October – 31 December

Adjusted for currency effects, revenues rose 44 per cent in the quarter. Prior to adjustment, revenues increased 43 per cent to SEK 1,556 M (1,088). The number of workdays was two less than in the year-earlier period. Calculated on comparable workdays and adjusted for currency effects, the increase was 49 per cent.

1 January – 31 December

Adjusted for currency effects, revenues rose 29 per cent for full-year 2012. Prior to adjustment, revenues increased 28 per cent to SEK 5,426 M (4,237). The number of workdays was three less than in the year-earlier period in Sweden and Denmark and two less in Norway. Calculated on comparable workdays and adjusted for currency effects, the increase was 30 per cent. The organic growth, which entailed an increase in net sales, adjusted for acquisitions, currency effects and the number of workdays, amounted to 2 per cent.

EBIT 1 October – 31 December EBIT amounted to SEK 125 M (104) and the operating margin was 8 per cent (10).

1 January – 31 December EBIT amounted to SEK 528 M (536) and the operating margin was 10 per cent (13).

PROFIT AFTER FINANCIAL ITEMS

Profit after financial items amounted to SEK 109 M (100) for the fourth quarter and to SEK 474 M (523) for the full-year. Net interest expense was SEK 14 M (expense: 3) in the fourth quarter and other financial items amounted to an expense of SEK 2 M (expense: 1). For the full year, the net interest expense was SEK 42 M (expense: 14) and other financial items amounted to an expense of SEK 11 M (income: 1).

Financial position and cash flow

Cash flow from operating activities amounted to SEK 224 M (24) for the fourth quarter and SEK 518 M (259) for 2012. Cash flow for the fourth quarter was impacted by lower accounts receivable. Cash and cash equivalents were SEK 241 M on 31 December 2012, compared with SEK 67 M on 31 December 2011. The equity/assets ratio was 41 per cent (51). Interest-bearing liabilities amounted to SEK 2,116 M (647), of which the current portion was SEK 296 M (105) and the net indebtedness at the end of the period amounted to SEK 1,875 M (580). The increase in the interest-bearing liabilities was primarily attributable to the acquisition of Meca, as well as to loans raised in connection with the dividend of SEK 275 M that was paid during the second quarter. During the fourth quarter, the loans were amortised by SEK 49 M and by SEK 162 M during the full year. Loan charges impacted other financial items by SEK 3 M during the quarter and SEK 7 M for 2012.

Investments

During the fourth quarter, investments in fixed assets amounted to SEK 45 M (53). For 2012, these investments totalled SEK 122 M (134). Depreciation of tangible fixed assets amounted to SEK 73 M (58) for the full year 2012. Company and business acquisitions amounted to SEK 3 M (10) in the fourth quarter and to SEK 2,046 M (917) for 2012. Acquired assets totalled SEK 617 M (372) and acquired liabilities SEK 325 M (127) for 2012. In addition to goodwill, which amounted to SEK 1,109 M (496), intangible surplus values were identified of SEK 270 M (56) pertaining to brands, SEK 0 M (47) franchise contracts and SEK 600 M (136) to customer relations. The deferred tax liability attributable to acquired intangible assets amounted to SEK 229 M (64). The brand has an indefinite useful life, franchise contracts and customer relations are estimated to have a useful life of ten years. Refer to page 13 for preliminary effects of the acquisitions implemented.

Acquisitions and start-ups

FOURTH QUARTER

During the fourth quarter, Mekonomen Norden acquired and divested minority shares in Swedish stores and workshops.

EARLIER IN THE YEAR

Mekonomen's acquisition of the spare-parts chain Meca was implemented on 23 May, following acquisition approval from the Norwegian Competition Authority. Annual synergies directly resulting from the acquisition are estimated at SEK 80 M as of 2013. Meca will continue to operate as a separate company under the existing brand. Payment comprised 3,086,882 new shares through a non-cash issue, and SEK 1,351 M in cash. Meca is included in Mekonomen's financial reporting from the acquisition date of 23 May 2012. The total purchase consideration was SEK 2,010 M.

Meca Denmark acquired two partner stores located in Holbæk and Brønderslev and started up a new store in Skærbæk.

In Sweden, Mekonomen Norden acquired five partner stores earlier in the year located in Åmål, Sala, Mölndal, Högsbo and Kungsbacka, and established a new store in Partille. Partner medium facilities were also opened in Strömstad and Linköping, and a store in Akalla converted from proprietary to partner. In Finland a new store opened in Kuopio and three partner stores were affiliated located in Jakobstad, Ekenäs and Mariehamn. Of the four marine stores that Mekonomen took over from Huges earlier, the stores in Roslagen and Orust were closed during the third quarter.

In Sørensen og Balchen, a new store opened in Os, outside Bergen during the first quarter.

The total number of stores in the chain at the end of the period was 421 (334), of which 301 (230) proprietary stores. The number of affiliated workshops rose to 2,302 (1,686), of which Mekonomen Service Centres increased to 1,094 (1,036) and MekoPartner to 426 (420), BilXtra to 225 (219), Speedy to 11 (11) and Meca Car Service to 546 (0).

Employees

The number of employees at the end of the period was 2,572 (2,029) and the average number of employees during the period was 2,405 (1,958).

Performance by segment

With the aim of adapting segment reporting to the changed internal organisation and control, a new segment division has been implemented. From the fourth quarter of 2012, the Group is governed and reported from three segments, Meca, Mekonomen Norden and Sørensen og Balchen. According to the new segment division, reporting will occur for the first time in the fourth quarter of 2012; comparative figures have been recalculated. A report of the earlier segment division is available for comparison in the appendix. For further information, refer to the section "Accounting policies."

EARNINGS TREND October – December
January – December
2012
2011 )
Change, %
2012
2011
)
612
-
-
1,702
-
20
-
-
92
-
3
-
-
5
-
-
-
139/108
-
Change, %
Net sales (external), SEK M -
EBIT, SEK M -
EBIT margin, %
Number of stores/of which owned -
Number of Mekonomen Service Centres 219 - -
Number of MekoPartners 216 - -
Number of Meca Car Service workshops 546 - -

MECA

*) A significant portion of the Meca segment was acquired on 23 May 2012 and as such is not included in the preceding year, which is why the comparative figures for 2011 cannot be submitted. The comparative figures for Meca Denmark are found in the appendix for the previous segment division.

Sales and earnings pertaining to the acquisition of Meca Scandinavia pertain to the 23 May – 31 December 2012 period. Earnings during the period were impacted positively by synergies from the acquisition. The integration project developed well and is ahead of schedule. Furthermore, earnings for the fourth quarter were charged with amortisation of intangible fixed assets totalling SEK 15 M identified in connection with the acquisition and SEK 35 M for the 23 May – 31 December 2012 period. Since 1 October 2012, Mekonomen's Danish operation has been governed by Meca. Denmark's sales and earnings are thereby included in the Meca segment for the fourth quarter and for the January – December 2012 period. Meca Denmark reported an operating loss of SEK 27 M (profit: 1) and net sales of SEK 166 M (190) in the fourth quarter. For the full year Meca Denmark's EBIT amounted to a loss of SEK 38 M (profit 63) and the operating margin was a negative 5 per cent (pos: 8). Earnings for the fourth quarter were negatively impacted by lower gross margin and non-recurring effects of SEK 12 M (0).

MEKONOMEN NORDEN

EARNINGS TREND October - December January – December
2012 2011 Change % 2012
2011
Change %
Net sales (external), SEK M 721 703 3 2,830 2,766 2
EBIT, SEK M 84 101 -17 376 438 -14
EBIT margin, % 12 14 13 16
Number of stores/of which owned 203/156 201/154
Number of Mekonomen Service Centres 875 821
Number of MekoPartners 210 206
Number of Speedy workshops 11 11

The underlying net sales rose 5 per cent in the fourth quarter and 3 per cent in 2012. The number of workdays was two less than in the year-earlier period and an average of three less for 2012. The currency effect against the NOK was positive in the fourth quarter while it was negative for the full 2012. EBIT for Mekonomen Sweden amounted to SEK 73 M (78) for the fourth quarter and SEK 287 M (323) for the full 2012. Net sales totalled SEK 442 M (434) for the fourth quarter and SEK 1,724 M (1,747) for 2012. EBIT for Mekonomen Norway amounted to SEK 24 M (31) for the fourth quarter and SEK 120 M (132) for 2012. Net sales totalled SEK 208 M (206) for the fourth quarter and SEK 824 M (808) for 2012. Sales to affiliated workshops developed well during the year, while there was a decline to other workshops. This shift generated a weaker gross margin in both Sweden and Norway. The year was characterised by a weak market, primarily pertaining to sales to consumers and of accessories, which had a negative impact primarily on Sweden. In Norway, the portion of sales to consumers rose during the year, primarily due to successful marketing of the Mekonomen card in Norway.

EARNINGS TREND October - December January – December
2012 2011 Change %
2012
2011
Change %
Net sales (external), SEK M 188 176 7 748 603 24
EBIT, SEK M 20 25 -20 78 88 -11
EBIT margin, % 11 14 10 15
Number of stores/of which owned 78/36 77/35
Number of BilXtra workshops 225 219

SØRENSEN OG BALCHEN

Prior to amortisation of intangible assets related to the acquisition, profit for 2012 was SEK 97 M. The underlying net sales for the fourth quarter rose 10 per cent. Mekonomen acquired the company on 11 March 2011, which is why sales and earnings for the comparative year are included from that date. Net sales for 2011 amounted to SEK 728 M and EBIT to SEK 92 M. Since the acquisition of Sørensen og Balchen, the integration effort has continued successfully and had a positive impact on earnings.

Number of workdays per quarter and country

Mekonomen has no actual seasonal effects in its operations. However, the number of workdays affects sales and profits. The table below shows the distribution of the number of workdays per quarter and country.

Quarter 1 Quarter 2 Quarter 3 Quarter 4 Full-year
2013 2012 2011 2013 2012 2011 2013 2012 2011 2013 2012 2011 2013 2012 2011
Sweden 62 64 63 60 59 60 66 65 66 62 62 64 250 250 253
Norway 61 65 64 60 59 59 66 65 66 62 62 64 249 251 253
Denmark 61 65 64 60 58 59 66 65 66 62 62 64 249 250 253

Significant risks and uncertainties

The company conducted a review and assessment of operating and financial risks and uncertainties in accordance with the description in the 2011 Annual Report and found that the change in significant risks that has occurred since then was that the acquisition of Meca will increase currency exposure in NOK and EUR. Interest exposure also increased. The Group's loans occur primarily within credit frameworks, with long-term lines of credit but short-term fixed-interest periods. On the balance-sheet date, none of the Group's loans had a fixedterm period of more than three months. The current lines of credit are in SEK, NOK, DKK and EUR. Other loans are in SEK in their entirety. Of the interest-bearing loans, SEK 296 M will fall due for payment within one year. Refer to the 2011 Annual Report for a complete report on the risks that affect the Group.

Parent Company and other

The Parent Company's operations comprise Group Management and Group-wide functions, as well as finance management. Loss after net financial items for the Parent Company amounted to SEK 22 M (loss: 13) for the quarter and a loss of SEK 56 M (loss: 18) for the full year 2012, excluding dividends from subsidiaries totalling SEK 57 M (0) for the fourth quarter and SEK 151 M (146) for the full year 2012. The average number of employees for 2012 was 68 (76). During 2012, Mekonomen AB sold products and services to Group companies for a total of SEK 109 M (108).

Others comprise Mekonomen AB, as well as Group-wide and eliminations. Up to the third quarter, Mekonomen AB included such administrative functions as IT, product division, etc., which will be governed by Mekonomen Norden from 1 October 2012. Group management, finance management and M by Mekonomen are the remaining functions that still report to Mekonomen AB. The operating loss for the Other segment amounted to SEK 18 M (loss: 53) for 2012.

Events after the end of the period

There were no significant events after the end of the financial year.

Accounting policies

Mekonomen applies the International Financial Reporting Standards (IFRS) as adopted by the EU. This interim report was prepared in accordance with the Annual Accounts Act and IAS 34 Interim Financial Reporting. The same accounting policies and calculation methods were applied as in the previous Annual Report. The new or revised IFRS standards or IFRIC interpretations that became effective on 1 January 2012 did not have any material effect on the Group's income statement or balance sheets.

The Parent Company prepares its accounts in accordance with the Annual Accounts Act and RFR 2 and applies the same accounting policies and measurement methods as in the most recent Annual Report. During the year, the Swedish Financial Reporting Board introduced a principal rule and an alternative rule for the reporting of

Group contributions. Mekonomen has chosen to apply the alternative rule, which entail that all Group contributions, both paid and received, will be reported as appropriations. The comparative year 2011 has been reclassified.

SEGMENT REPORTING

Mekonomen's expansion in recent years has generated the need for a changed organisation and governance. Accordingly, during 2012, a new operational unit, Mekonomen Norden, was formed where all the original Mekonomen stores, workshops, administrative functions, wholesale operation, excluding Denmark, are collected. Group management now has three sub-groups, Mekonomen Norden, Sørensen og Balchen and Meca, which are governed in the same manner, via the Board of Directors. The sub-groups have separate organisations that act independently in the market with proprietary brands, inter-company competition and governed through Boards of Directors. Mekonomen's operation in Denmark has been included in the Meca Group since 1 October 2012, under the name Meca Denmark.

The highest executive decision-maker monitors the operation based on this division. The new organisation and the changed internal governance have resulted in a new segment division with three segments, Meca, Mekonomen Norden and Sørensen og Balchen.

Reporting according to the new segment division will occur for the first time in the fourth quarter of 2012; the comparative figures have been recalculated. A report of the earlier segment division is also available for comparison in the appendix.

Mekonomen Norden includes the previous segments Mekonomen Sweden, Mekonomen Norway and parts of Others comprising Mekonomen Fleet, Speedy, Marinshopen, Mekonomen Finland, Mekonomen BilLivet, as well as the administrative functions for Mekonomen Norden AB.

Others comprise Mekonomen AB, as well as Group-wide and eliminations. Mekonomen AB includes previous administrative functions such as IT, product division, etc., which are being governed by Mekonomen Norden from 1 October 2012. Group management, finance management and M by Mekonomen are the remaining functions that still report to Mekonomen AB.

Forthcoming financial reporting dates

INFORMATION PERIOD DATE
Interim report January – March 2013 8 May 2013
Interim report January – June 2013 27 August 2013
Interim report January – September 2013 7 November 2013
Year-end report January – December 2013 13 February 2014

Annual General Meeting

The Annual General Meeting for 2012 will be held on 16 April 2013 in Stockholm. The Annual Report will be published and available on Mekonomen's website not later than 26 March 2013.

Share dividend

The Board of Directors proposes a share dividend of SEK 7.00 (8.00). The Board proposed 19 April 2013 as the record date for the dividend. If the Annual General Meeting adopts the Board's proposal, the dividend is expected to be paid on 24 April 2013.

Nomination Committee

In accordance with a resolution at the Annual General Meeting on 23 May 2012, Mekonomen has established a Nomination Committee. The Nomination Committee will prepare and submit proposals to the Annual General Meeting on 16 April 2013 for the election of the Chairman of the Annual General Meeting, the number of Board members and deputy members, the election of the Chairman of the Board and other Board members, Board fees, as well as any remuneration for committee work and nomination of and fees for auditors.

The Nomination Committee, prior to the 2013 Annual General Meeting, consists of Göran Ennerfelt, representing the Axel Johnson AB Group, Eva Fraim Påhlman, representing own shareholdings, Annika Andersson, representing Swedbank Robur funds, as well as Leif Törnvall, representing Alecta. Göran Ennerfelt has been elected as the Chairman of the Nomination Committee. Mekonomen's Chairman, Fredrik Persson, has been co-opted to the Nomination Committee.

Stockholm, 14 February 2013 Mekonomen AB (publ), Corp. Reg. No. 556392-1971

Håkan Lundstedt President and CEO

This year-end report has not been audited.

For further information, please contact: Håkan Lundstedt, President and CEO Mekonomen AB, Tel: +46 (0)8-464 00 00 Per Hedblom, CFO Mekonomen AB, Tel: +46 (0)8-464 00 00 Gunilla Spongh, Head of International Business Mekonomen AB, Tel: +46 (0)8-464 00 00

The information in this interim report is such that Mekonomen is obligated to publish in accordance with the Securities Market Act.

The information was submitted for publication on 14 February 2013.

Consolidated financial reports

As stated earlier, the operation in Denmark is included in the Meca segment from 1 October 2012. To increase comparability for other segments, the operation in Denmark was included in Meca from the first quarter of 2011. This means that the Meca segment's quarterly data up until the first quarter of 2012 only comprise the operation in Denmark.

QUARTERLY DATA PER 2012 2011
OPERATING SEGMENT*) Full-year Q4 Q3 Q2 Q1 Full-year Q4 Q3 Q2 Q1
NET SALES, SEK M*)
Meca**) 1,702 612 539 360 191 759 190 187 195 187
Mekonomen Norden ***) 2,830 721 675 741 692 2,766 703 707 744 611
Sørensen og Balchen 748 188 180 194 186 603 176 190 199 39
Other****) 12 3 6 3 1 13 5 2 4 2
GROUP 5,292 1,524 1,400 1,298 1,070 4,140 1,074 1,086 1,142 838
EBIT, SEK M
Meca**) 92 20 37 26 10 63 1 18 26 17
Mekonomen Norden ***) 376 84 95 103 94 438 101 119 126 91
Sørensen og Balchen 78 20 19 27 11 88 25 25 37 2
Other****) -18 1 - -15 -4 -53 -23 1 -16 -15
GROUP 528 125 151 141 111 536 104 163 173 95
INVESTMENTS*)
, SEK M
Meca**) 31 12 8 7 3 27 16 5 5 1
Mekonomen Norden ***) 87 31 12 26 18 102 37 9 31 25
Sørensen og Balchen 4 2 - 1 1 4 - 2 1 1
Other****) - - - - - - - - - -
GROUP 122 45 20 34 23 134 53 16 37 27
EBIT MARGIN, %
Meca**) 5 3 7 7 5 8 1 10 13 9
Mekonomen Norden ***) 13 12 14 13 13 16 14 16 17 15
Sørensen og Balchen 10 11 10 14 6 15 14 13 18 4
GROUP 10 8 11 11 10 13 10 15 15 11

*) Net sales for each segment are from external customers.

**) Meca represents a new segment for the Group and information presented pertaining to the acquisition of Meca Scandinavia pertains to the period 23 May – 31 December 2012. Comparable figures for 2011 cannot be submitted since the acquisition occurred on 23 May 2012 and was thus not included in the preceding year. Meca Denmark, the operation in Denmark, is included in the segment and the information presented pertains to the January – December 2011 period and 2012. Comparable figures for Meca Denmark are found in the appendix for previous segment division.

***) Mekonomen Norden includes the previous segments Mekonomen Sweden, Mekonomen Norway and parts of Other, comprising Mekonomen Fleet, Speedy, Marinshopen, Mekonomen Finland, Mekonomen BilLivet, as well as Mekonomen Norden AB.

****) Other comprises Mekonomen AB, as well as Group-wide and eliminations. Mekonomen AB includes previous administrative functions such as IT, product division, etc., which is steered by Mekonomen Norden from 1 October 2012. The areas that remain to be reported for Mekonomen AB are mainly Group management, financial administration and M by Mekonomen.

*****) Excluding company and business acquisitions.

ASSETS AND LIABILITIES
PER SEGMENT (SEK M)
Meca Mekonomen Norden Sørensen og Balchen
Other
Group
2012 2011 2012 2011 2012 2011 2012 2011 2012 2011
ASSETS 3,081 448 1,838 1,833 1,168 1,057 -378 -284 5,709 3,054
LIABILITIES 547 216 1,470 1,327 125 79 1,250 -124 3,393 1,498
October – December January – December
CONDENSED INCOME STATEMENT (SEK M) 2012 2011 % 2012 2011 %
Net sales 1,524 1,074 42 5,292 4,140 28
Other operating revenue 32 14 129 134 97 38
TOTAL REVENUES 1,556 1,088 43 5,426 4,237 28
OPERATING EXPENSES
Goods for resale -737 -471 56 - 2,475 -1,866 33
Other external costs -311 -220 41 -1,060 -786 35
Personnel expenses -337 -269 25 -1,216 -966 26
Depreciation of tangible fixed assets -19 -16 19 -73 -58 26
Amortisation of intangible fixed assets -27 -8 238 -74 -25 196
EBIT 125 104 20 528 536 -1
Interest income 2 3 -33 8 7 14
Interest expense -16 -6 167 -51 -21 143
Other financial items -2 -1 100 -11 1 -1,200
PROFIT AFTER FINANCIAL ITEMS 109 100 9 474 523 -9
Tax 12 -29 -141 -92 -143 -36
NET PROFIT FOR THE PERIOD 121 71 71 382 380 1
NET PROFIT FOR THE PERIOD SPECIFIED AS
Parent Company's shareholders 121 71 71 375 370 1
Minority owners - - - 7 10 -30
EBITA, SEK M 152 112 36 602 560 7
Earnings per share before and after dilution, SEK 3.36 2.16 10.80 11.39
October – December January – December
GROUP COMPREHENSIVE INCOME (SEK M) 2012 2011 2012 2011
Net profit for the period 121 71 382 380
Exchange-rate difference from translation of foreign subsidiaries 28 -28 4 16
Actuarial gains and losses -6 1 -6 1
COMPREHENSIVE INCOME FOR THE PERIOD 143 44 380 397
Comprehensive income for the period attributable to
Parent Company's shareholders 143 44 373 387
Minority owners - - 7 10
CONDENSED BALANCE SHEET (SEK M) 31 December
2012
31 December
2011
31 December
2010
ASSETS
Intangible assets 3,086 1,116 348
Tangible fixed assets 287 235 168
Financial fixed assets 94 67 36
Deferred tax assets - - 3
Goods for resale 1,203 934 680
Current receivables 797 636 446
Cash and cash equivalents 241 67 74
Property held for sale - - 3
TOTAL ASSETS 5,708 3,054 1,758
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 2,316 1,556 974
Long-term liabilities 2,059 511 24
Current liabilities 1,333 988 761
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 5,708 3,054 1,758
October - December January - December
CONDENSED CASH-FLOW STATEMENT (SEK M) 2012 2011 2012 2011
Cash flow from operating activities before changes in working capital 135 79 417 440
Cash flow from changes in working capital 89 -55 101 -181
CASH FLOW FROM OPERATING ACTIVITIES 224 24 518 259
Cash flow from investing activities -48 -64 -1,510 -512
Cash flow from financing activities -64 75 1,165 246
CASH FLOW FOR THE PERIOD 112 35 173 -7
CONDENSED CHANGE IN SHAREHOLDERS' EQUITY (SEK M) January – December
2012 2011
SHAREHOLDERS' EQUITY AT THE BEGINNING OF THE PERIOD 1,556 974
Comprehensive income for the period 380 397
Acquired/divested minority shares, net -4 -6
Dividend to shareholders -275 -276
Non-cash issue 659 467
SHAREHOLDERS' EQUITY AT THE END OF THE PERIOD 2,316 1,556
OF WHICH, NON-CONTROLLING INTERESTS 13 17
QUARTERLY DATA 2012 2011 2010 Q2
Q1
913
803
144
90
143
91
Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
Total revenues, SEK M 1,556 1,433 1,341 1,096 1,088 1,117 1,169 863 892 839
EBIT, SEK M 125 151 141 111 104 163 173 95 110 141
Profit after financial items, SEK M 109 127 132 106 100 161 167 95 111 140
Net profit for the period, SEK M 121 91 93 77 71 118 122 70 78 100 107 67
EBIT margin, % 8 11 11 10 10 15 15 11 12 17 16 11
Earnings per share, SEK 3.36 2.46 2.65 2.29 2.16 3.48 3.59 2.12 2.52 3.07 3.29 2.08
Shareholders' equity per share,
SEK
64.2 60.3 58.6 49.4 46.9 46.1 42.9 45.1 30.9 28.4 26.1 30.1
October - December January – December
KEY FIGURES 2012 2011 2012 2011
Return on shareholders' equity, % - - 19.3 27.0
Return on total capital, % - - 11.3 20.1
Return on capital employed, % - - 14.8 28.8
Equity/assets ratio, % - - 40.6 50.9
Gross margin, % 51.6 56.1 53.2 54.9
EBIT margin, % 8.0 9.6 9.7 12.6
Earnings per share, SEK 3.36 2.16 10.80 11.39
Shareholders' equity per share, SEK - - 64.2 46.9
Cash flow per share, SEK - - 14.9 8.0
Number of shares at the end of the period 35,901,487 32,814,605 35,901,487 32,814,605
Average number of shares during the period 35,901,487 32,814,605 34,692,458 32,436,258
Number of stores in Meca/of which wholly owned - - 139/108 55/40
Number of stores in Mekonomen Norden/of which wholly owned - - 203/156 201/154
Number of stores in Sørensen og Balchen/of which wholly owned - - 78/36 77/35
Number of stores in Other/of which wholly owned - - 1/1 1/1
AVERAGE NUMBER OF EMPLOYEES January - December
2012 2011
Meca*) 780 392
Mekonomen Norden **) 1,341 1,343
Sørensen og Balchen***) 268 208
Other****) 16 15
GROUP 2,405 1,958

*) Average number of employees in 2012 is calculated for the 23 May – 31 December 2012 period for the acquisition of Meca Scandinavia, but the full-year for Meca Denmark.

**) The average number of employees include the previous segments, Mekonomen Sweden, Mekonomen Norway and parts of Other, comprising Mekonomen Fleet, Speedy, Marinshopen, Mekonomen Finland, Mekonomen BilLivet as well as Mekonomen Norden AB including personnel from Mekonomen AB according to below.

***) The average number of employees in 2011 is calculated for the 11 March – 31 December 2011 period.

****) The average number of employees comprises Mekonomen AB. Mekonomen AB includes previous administrative functions such as IT, product division, etc., which from 1 October 2012 are controlled by Mekonomen Norden. Legally, all personnel will be transferred on 1 January 2013. The areas that remain to be reported for Mekonomen AB are mainly Group management, financial administration and M by Mekonomen.

Effects of acquisitions completed in 2012

No major acquisitions were implemented during the fourth quarter. One major acquisition, Meca, was implemented earlier in the year. Mekonomen's acquisition of all shares in Meca Scandinavia was finalised on 23 May 2012. Payment comprised 3,086,882 new shares through a non-cash issue, and SEK 1,351 M in cash. The newly issued shares were valued at a closing price of SEK 213.50 on 22 May 2012. Meca is included in Mekonomen's financial reporting from the acquisition date of 23 May 2012. The total purchase consideration was SEK 2,010 M.

In addition to Meca, which is recognised separately below, information on corporate acquisitions is provided in aggregate form since each individual acquisition is not deemed to be of such a size as to warrant separate recognition. All other acquisitions were paid for in cash. For further information about other acquisitions, refer also to the section Acquisitions and start-ups, page 4.

During 2012, the acquired companies impacted Group net sales by SEK 1,063 M and EBIT by SEK 157 M, excluding acquisition costs of SEK 12 M. Had Meca been acquired on 1 January 2012, the impact on the Group's net sales during 2012 would have amounted to SEK 1,640 M and the impact on EBIT would have been SEK 165 M, whereby EBIT for the period according to this calculation would have been charged with amortisation of intangible assets identified in connection with the acquisition totalling SEK 60 M. The total of other acquisitions would have had an insignificant impact on sales and profit had they been implemented at the beginning of the year.

Acquisition-related costs amounted to SEK 12 M for the period January – December 2012. Total acquisition costs pertaining to Meca, including costs incurred during 2011, amounted to SEK 23 M. These costs are not included in the total purchase consideration in the table below, but were recognised as other costs in the consolidated income statement.

ACQUIRED ASSETS AND LIABILITIES Meca Other
acquisitions
Total
acquisitions
Intangible fixed assets 15 - 15
Tangible fixed assets 46 2 48
Financial fixed assets 7 - 7
Deferred tax assets 23 - 23
Inventories 306 12 318
Current receivables 199 - 199
Cash and cash equivalents 7 - 7
Long-term liabilities -27 1 -26
Current liabilities -298 -1 -299
ACQUIRED NET ASSETS 278 14 292
Brands 270 - 270
Customer relations 600 - 600
Goodwill 1,091 18 1,109
Deferred tax liabilities -229 - -229
Acquired non-controlling interests, surplus recognised against
shareholders' equity - 4 4
TOTAL IDENTIFIABLE NET ASSETS AND GOODWILL 2,010 36 2,046
Total purchase price 2,010 36 2,046
-
of which, non-cash issue
659 - 659
-
of which, cash portion
1,351 36 1,387
Cash and cash equivalents in the acquired companies 7 - 7
IMPACT ON THE GROUP'S CASH AND CASH EQUIVALENTS 1,344 36 1,380

Below is the preliminary acquisition analysis pertaining to acquired operations:

The fair value of the acquired receivables was SEK 199 M.

The Meca brand entered at SEK 270 M has an indefinite useful life and customer relations, which according to the above amounted to SEK 600 M, are deemed to have a useful life of ten years. With respect to useful life and amortisation periods for other intangible assets, refer to Note 13 of the 2011 Annual Report.

In addition to the control premium included in the acquisition price, the arising goodwill is primarily attributable to the benefits accruing from anticipated synergies, as well as Meca's position and experience in the B2B segment in Sweden and Norway. These benefits have not been recognised separately from goodwill since they do not meet the criteria for recognition of identifiable intangible assets. Annual synergies, as a direct result of the acquisition, are estimated at SEK 80 M as of 2013. Of the goodwill that arose in connection with the acquisitions, SEK 6 M is estimated to be tax deductible.

Financial reports, Parent Company

October - December January – December
CONDENSED INCOME STATEMENT (SEK M) 2012 2011 2012 2011
Total revenues 36 42 189 175
Operating expenses -47 -57 212 -196
EBIT -11 -15 -23 -21
Net financial items) *) 46 2 118 149
Profit/loss after financial items**) 35 -13 95 128
PROFIT FOR THE PERIOD 158 148 227 290

*) For the fourth quarter of 2012, as well as for the full-year 2012 and 2011, dividends are included from subsidiaries totalling SEK 57 M (151) and SEK 0 M (146), respectively, in net financial items.

**) From 1 January 2012, the new RFR 2 regulations apply for Group contributions entailing that they are recognised as appropriations instead of financial income/expense in the income statement. The comparative year 2011 has been reclassified.

October - December January - December
PARENT COMPANY COMPREHENSIVE INCOME (SEK M) 2012 2011 2012 2011
Net profit for the period 158 148 227 290
Exchange difference net investment in foreign operations -1 - -1 -
COMPREHENSIVE INCOME FOR THE YEAR 157 148 226 290
CONDENSED BALANCE SHEET (SEK M) 31 December
2012
31 December
2011
31 December
2010
ASSETS
Fixed assets 3,304 1,232 352
Current receivables in Group companies 789 690 574
Other current receivables 150 123 104
Cash and cash equivalents - 1 0
TOTAL ASSETS 4,243 2,046 1,030
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 1,910 1,287 793
Provisions 1 2 2
Untaxed reserves 178 159 146
Long-term liabilities 1,797 445 -
Current liabilities in Group companies 127 28 3
Other current liabilities 230 125 86
TOTAL SHAREHOLDERS' EQUITY AND
LIABILITIES 4,243 2,046 1,030
CONDENSED CHANGE IN SHAREHOLDERS' EQUITY (SEK M) January – December
2012 2011
SHAREHOLDERS' EQUITY AT THE BEGINNING OF THE PERIOD 1,287 793
Comprehensive income for the period 226 290
Dividend to shareholders -263 -263
New share issue 659 467
SHAREHOLDERS' EQUITY AT THE END OF THE PERIOD 1,910 1,287

Definitions of key data

Return on equity – Profit for the period, excluding minority share, as a percentage of average shareholders' equity excluding minority interest.

Return on total capital – Profit after financial items plus financial expenses as a percentage of average total assets.

Capital employed – Total assets less non-interest-bearing liabilities and provisions including deferred tax.

Return on capital employed – Profit after net financial items plus interest expenses as a percentage of average capital employed.

Equity/assets ratio – Shareholders' equity including minority as a percentage of total assets.

Gross margin – Net sales less costs for goods for resale, as a percentage of net sales.

EBIT margin – EBIT after depreciation/amortisation as a percentage of total revenues.

EBITA – EBIT after planned depreciation/amortisation but before amortisation and impairment on intangible assets.

Shareholders' equity per share – Shareholders' equity excluding minority share, in relation to the number of shares at the end of the period.

Cash flow per share – Operating cash flow from operating activities, adjusted for convertible interest rates, in relation to the average number of shares.

Earnings per share – Net profit for the period excluding minority shares, in relation to the average number of shares.

Underlying net sales – Sales adjusted for the number of comparable workdays and currency effects.

Organic growth – Net sales increase adjusted for acquisitions, currency effects and the number of workdays.

Net debt – Interest-bearing liabilities less cash and cash equivalents and short-term investments.

Appendix Previous segment division

QUARTERLY DATA PER 2012 2011
OPERATING SEGMENT*) Full-year Q4 Q3 Q2 Q1 Full-year Q4 Q3 Q2 Q1
NET SALES, SEK M*)
Mekonomen Sweden 1,724 442 412 446 423 1,747 434 440 467 405
Mekonomen Norway 824 208 195 216 205 808 206 208 217 177
Meca Denmark 702 166 157 187 191 759 190 187 195 187
Sørensen og Balchen 748 188 180 194 186 603 176 190 199 39
Meca****) 1,000 446 381 173 - - - - - -
Other**) 294 73 74 82 65 223 68 61 64 30
GROUP 5,292 1,524 1,400 1,298 1,070 4,140 1,074 1,086 1,142 838
EBIT, SEK M
Mekonomen Sweden 287 73 72 70 72 323 78 89 89 67
Mekonomen Norway 120 24 28 37 30 132 31 36 40 25
Meca Denmark -38 -27 -15 -6 10 63 1 18 26 17
Sørensen og Balchen 78 20 19 27 11 88 25 25 37 2
Meca****) 130 47 52 32 - - - - - -
Other**) -49 -13 -5 -18 -12 -70 -30 -5 -19 -16
GROUP 528 125 151 141 111 536 104 163 173 95
INVESTMENTS***)
, SEK M
Mekonomen Sweden 17 -1 4 12 3 48 15 2 12 19
Mekonomen Norway 14 13 - - 1 11 6 3 - 2
Meca Denmark 15 3 3 5 3 27 16 5 5 1
Sørensen og Balchen 4 2 - 1 1 4 - 2 1 1
Meca****) 16 9 5 2 - - - - - -
Other**) 56 19 8 14 14 44 16 4 19 4
GROUP 122 45 20 34 23 134 53 16 37 27
EBIT MARGIN, %
Mekonomen Sweden 16 16 17 16 16 18 18 20 18 16
Mekonomen Norway 14 12 14 17 15 16 15 17 18 14
Meca Denmark -5 -17 -9 -3 5 8 1 10 13 9
Sørensen og Balchen 10 11 10 14 6 15 14 13 18 4
Meca****) 13 10 13 18 - - - - - -
GROUP 10 8 11 11 10 13 10 15 15 11

*) Net sales for each segment are from external customers.

**) Others comprise Mekonomen AB, Mekonomen Fleet AB, Speedy, Marinshopen, Mekonomen Finland, Mekonomen BilLivet AB, as well as Group-wide and eliminations.

***) Excluding company and business acquisitions.

****) Meca represents a new segment for the Group and the information presented pertains to the period 23 May – 31 December 2012.

ASSETS AND
LIABILITIES PER
Mekonomen
Sweden
Mekonomen
Norway
Meca Denmark Sørensen og
Balchen
Meca Other Group
SEGMENT 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011
ASSETS 1,119 1,128 321 326 401 448 1,168 1,057 2,680 - 20 95 5,709 3,054
LIABILITIES 1,073 1,026 186 168 216 216 125 79 332 - 1,461 9 3,393 1,498
October - December January – December
KEY FIGURES, Number of stores 2012 2011 2012 2011
Number of stores in Mekonomen Sweden/of which wholly owned - - 143/115 144/114
Number of stores in Mekonomen Norway/of which wholly owned - - 51/35 53/36
Number of stores in Meca Denmark/of which wholly owned - - 49/41 54/40
Number of stores in Sørensen og Balchen/of which wholly owned - - 78/36 77/35
Number of stores in Meca/of which wholly owned - - 89/67 -
Number of stores in Mekonomen Finland/of which wholly owned - - 7/4 3/3
Number of stores in Mekonomen Iceland/of which wholly owned - - 1/0 1/0
Number of stores in Marinshopen/of which wholly owned - - 2/2 1/1
Number of stores in M by Mekonomen/of which wholly owned - - 1/1 1/1
AVERAGE NUMBER OF EMPLOYEES January - December
2012 2011
Mekonomen Sweden 835 857
Mekonomen Norway 262 267
Meca Denmark 404 392
Sørensen og Balchen*) 268 208
Meca**) 376 -
Other***) 260 234
GROUP 2,405 1,958

*) Average number of employees in 2011 is calculated for the 11 March – 31 December 2011 period

**) Average number of employees for 2012 is calculated for the 23 May – 31 December 2012 period.

***) Others comprise Mekonomen AB, Mekonomen Fleet, Speedy, Marinshopen, Mekonomen BilLivet AB, as well as Mekonomen Finland.

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