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Bilia — Annual Report 2014
Mar 18, 2015
2892_10-k_2015-03-18_418814da-c171-45ec-9378-dba6f8516d69.pdf
Annual Report
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Annual Report 2014
Everything to do with your car. And then some.
Contents
| 2 |
|---|
| 7 |
| 10 |
| 12 |
The Bilia share 13
| Financial information | |
|---|---|
| Contents | 16 |
| Consolidated Statement of Income and Other Comprehensive Income | 17 |
| Consolidated Statement of Financial Position | 19 |
| Consolidated Statement of Changes in Equity | 21 |
| Consolidated Statement of Cash Flows | 22 |
| Notes to the Consolidated Financial Statements | 24 |
| Income Statement for Parent Company | 62 |
| Balance Sheet for Parent Company | 63 |
| Statement of Changes in Equity for Parent Company | 65 |
| Cash Flow Statement for Parent Company | 66 |
| Notes to the Parent Company Financial Statements | 67 |
| Signatures | 76 |
|---|---|
| Auditor's Report | 77 |
| Five-year review | 78 |
| Defi nitions | 80 |
|---|---|
| Information on Annual General Meeting | 81 |
| Articles of Association | 82 |
This information has been made public in accordance with the Securities Market Act on 18 March 2015.
Directors' Report
Group and Parent Company
The Board of Directors and Managing Director of Bilia AB (publ), Corp. ID no. 556112-5690, hereby submit their annual accounts and consolidated accounts for financial year 2014.
The Bilia Group is referred to as Bilia. When only the Parent Company is being referred to, it is called Bilia AB.
Operations – general
Bilia is Scandinavia's largest car chain, with a leading position in servicing and sales of cars and transport vehicles plus supplementary services. Bilia has 97 facilities in Sweden, Norway and Denmark plus an online auction site in Sweden called Netbil.
Bilia's vision is to be the best service company in the business with the goal of having the most satisfied customers in our showrooms, our stores and our workshops. The customer should find dealing with Bilia a pleasant experience. Bilia has a well-developed range of services and products in the Service Business, including workshop services, spare parts and store sales. Bilia is constantly developing new services and service concepts to simplify car ownership for its customers. The Car Business includes sales of new and used cars and transport vehicles, customer financing and supplementary services. Bilia sells cars from Volvo, BMW, Ford, Renault, Toyota, Dacia, Hyundai and MINI and transport vehicles from Renault, Ford, Dacia, Toyota and Hyundai. The Fuel Business involves sales of fuels.
The Bilia share
The total number of shares in the company at 31 December 2014 is 25,174,033. All issued shares are of Series A. It is also possible to issue B shares according to the Articles of Association, but this has not been done. All issued shares have equal rights in the company and are entitled to one vote at the Annual General Meeting (AGM). Bilia's shares are listed on NASDAQ OMX Stockholm and can be transferred freely there, subject to the rules of the exchange.
Bilia has no knowledge of any shareholders' agreements between Bilia's shareholders.
The 2014 AGM authorised the Board of Directors to buy back Bilia shares equivalent to no more than 10 per cent of the total number of shares. At the same time, the Board was also authorised to dispose of Bilia shares. At the end of 2014, Bilia did not hold any Bilia shares.
In the event of significant changes in the company's ownership structure that affect the conditions or content of their jobs, the MD and the CFO of Bilia AB, plus 2 top executives in the subsidiaries, are entitled to terminate their own employment and receive 24 months' salary, less any salary received by the employee from other service during the past 12 months. Bilia's bank, service and distribution agreements all contain clauses to the effect that the agreement may be terminated if the company is transferred to a new owner.
Notable events during the year
On 8 December, Bilia concluded an agreement with Kverneland Bil AS concerning the sale of Bilia's dealership operation for Volvo and Ford in Stavanger. The purchase consideration amounted to about SEK 70 M and the pre-tax profit is estimated at about SEK 4 M. The date of possession was 1 January 2015. It is estimated that the Group's capital employed will decrease by about SEK 40 M, while net debt will decrease by about SEK 44 M.
On 30 September 2014, Bilia concluded an agreement with Fastighets AB Balder on the sale of the property company that was acquired in connection with the acquisition of the Toyota operation, see below. The purchase consideration amounted to SEK 48 M and the capital gain after tax was just under SEK 13 M. Bilia's net debt declined by SEK 72 M.
On 20 January 2014, Bilia concluded an agreement with Toyota Sweden Holding AB on the acquisition of a property company and Toyota's operation in Malmö, Trelleborg and Lund. The date of possession was 1 March 2014. The Bilia Group's capital employed and net debt increased by about SEK 104 M as an effect of the acquisition.
Events after the balance sheet date
On 21 January 2015, Bilia concluded an agreement to acquire all the shares in Toyota Hell Bil AS and Toyota Horten Tønsberg AS. Annual turnover is about SEK 1 bn, and for the past four years the operation has reported an operating profit of about SEK 25 M. The companies' capital employed, plus agreed-on surplus values, amounts to about SEK 210 M. The date of possession was 1 March 2015.
Bilia AB's Board of Directors resolved on 2 March 2015 that the operation in Denmark will be sold or shut down. The background of the decision is that the operation has been reporting a loss for a long time and that the competition from other dealers in the Copenhagen area who sell the same brands has increased in recent years. The assessment is that the business will not be able to live up to the Group's profitability goal. Over the past ten years, Bilia's Danish operation has reported an average pre-tax loss of about SEK 34 M. The cost of selling or winding up the operation is estimated to be about SEK 150 M after tax, which will be charged to first-quarter earnings in 2015. The sale or closure will have only a marginal effect on cash flow.
Key ratios
| Group | 2014 | 2013 | 2012 |
|---|---|---|---|
| Net turnover, SEK M | 19,473 | 17,656 | 17,662 |
| Operating profit, excluding items affecting comparability, SEK M |
538 | 395 | 331 |
| Operating margin, excluding items affecting comparability, % |
2.8 | 2.2 | 1.9 |
| Operating profit, SEK M | 500 | 368 | 270 |
| Profit before tax, SEK M | 488 | 367 | 253 |
| Net profit for the year, SEK M | 385 | 290 | 156 |
| Return on capital employed, % | 19.8 | 17.7 | 12.3 |
| Return on equity, % | 21.0 | 17.0 | 9.1 |
| Net debt/equity, times | –0.04 | 0.14 | 0.28 |
| Operating cash flow, SEK M | 748 | 83 | 446 |
| Equity/assets ratio, % | 27 | 30 | 27 |
| Earnings per share, SEK | 15.35 | 11.70 | 6.30 |
| Equity per share, SEK | 73 | 72 | 64 |
| Number of employees, 31 December | 3,521 | 3,401 | 3,431 |
Sales and earnings
Net turnover amounted to SEK 19,473 M (17,656). For comparable operations and adjusted for exchange rate changes, net turnover increased by about SEK 1,660 M or 9 per cent. The increase is mainly attributable to car sales.
Operating profit amounted to SEK 500 M (368). If items affecting comparability are excluded, the profit was SEK 538 M (395). The improvement is attributable to both the Car and Service Businesses, which reported earnings that were SEK 89 M and SEK 64 M better than last year, respectively. Underlying Group overheads increased by about 4 per cent compared with last year. Overheads amounted to 13.0 per cent in relation to net turnover, which was 0.5 percentage point lower compared with last year. In view of the earnings level during the year, provision was made for employee bonuses of SEK 21 M (16).
Net financial items amounted to SEK –12 M (–1). Income from associated companies decreased by SEK 9 M, mainly due to an earnings-related non-recurring effect during 2013 that was attributable to changed income tax in Sweden.
Tax for the year amounted to SEK –103 M (–77). The tax corresponds to a tax rate of 23 per cent (23) if the tax-free share in the earnings of associated companies and the gain from property sales are excluded.
Net profit for the year amounted to SEK 385 M (290) and earnings per share to SEK 15.35 (11.70). Exchange rate changes reduced the profit by SEK 5 M.
Acquisition of non-current assets
Acquisition of non-current assets amounted to SEK 195 M (105). Replacement investments represented SEK 46 M (31), expansion investments SEK 41 M (43), environmental investments SEK 1 M (2) and investments in new construction and additions to properties SEK 94 M (20), while finance leases amounted to SEK 13 M (9).
Performance analysis
| Operating profit | Profit before tax | |||
|---|---|---|---|---|
| SEK M | 2014 | 2013 | 2014 | 2013 |
| Profit excluding items affecting comparability |
538 | 395 | 526 | 394 |
| Items affecting comparability Gain from sale of operation, other |
13 | 2 | 13 | 2 |
| Structural costs etc. | –47 | –25 | –47 | –25 |
| Impairment loss | –4 | –4 | –4 | –4 |
| Accounting profit | 500 | 368 | 488 | 367 |
Financial position
Total assets increased by SEK 860 M, amounting to SEK 6,955 M. The increase was mainly attributable to cash and cash equivalents, which increased by SEK 461 M, and to leased vehicles, which increased by SEK 248 M.
Equity increased by SEK 26 M, amounting to SEK 1,849 M. Dividends were paid to shareholders in the amount of SEK 226 M. The equity/assets ratio amounted to 27 per cent (30).
Operating cash flow amounted to SEK 748 M (–83). After acquisitions and disposals of operations and change in interest-bearing receivables, cash flow amounted to SEK 715 M (118). Net debt decreased by SEK 330 M during the year, and a net receivable of SEK 70 M was reported at year-end. The definition of net debt/ receivable has been changed, see "Comments on the Consolidated Statement of Financial Position".
Financial goals
Bilia's overall financial objectives are to achieve:
- an operating margin of at least 2.2 per cent
- a return on capital employed of at least 14 per cent
- a return on equity of at least 15 per cent
- growth of 5–10 per cent
Goals and goal fulfillment
Operating Return on capital
Return on equity, % Total growth, %
Goal,
Personnel
Skilled, motivated and committed employees are a prerequisite for keeping Bilia's customers satisfied and loyal, which is crucial for Bilia's continued success. Bilia respects freedom of association and signs collective agreements.
15 20 25
Bilia's employees have opportunities to influence their job situation, and some positions offer the option of working part-time or with some flexibility regarding working hours. Bilia only operates in countries with extensive rights to parental leave for both parents. The right to leave is granted at certain important junctures in life. Suitable legislation in combination with applicable collective agreements allow a reasonable balance to be struck between work and leisure. More than 90 per cent of Bilia's employees have permanent positions with open-ended terms of employment. Some are also employed under different kinds of temporary contracts, for example in seasonal jobs or as temporary holiday stand-ins. Consultants are also engaged to some extent, mainly for IT services.
The basis for the professional development of the employees is the performance appraisal interview each employee has with his/her immediate superior at least once a year. The performance appraisal interview is confidential and focuses on the individual's knowledge, skills and needs. Together, the employee and his superior arrive at a plan that will promote personal development, job satisfaction and efficiency in the day-to-day work.
Bilia Academy is the name of the Group's internal training unit, which was started in 2001. Bilia Academy conducts regular surveys of the training need and then puts together tailored trainings aimed at target groups with different duties in Bilia. The purpose of the training is to enhance skills within specific areas, and there are at present four different programmes intended to train and support the company's employees at different stages of their leadership.
Mechanics and sales personnel are given tailored trainings at a number of different levels. In addition, a number of regularly recurring specific courses are given in, for example, competition law and labour law aimed primarily at executives and managers.
Directors' Report cont'd.
Bilia works continuously to improve the working environment at the Group's facilities. A good working environment is a prerequisite for healthy, happy and motivated employees. The ambition in the workshops is to create environments that are light, airy, clean and quiet.
Bilia measures the employees' job satisfaction in regular surveys, where the results are presented and possible improvements are
discussed in concerned working groups. The surveys show that job satisfaction is very good.
The average number of employees in the Group during the year was 3,154 (3,109). The number of employees at 31 December 2014 was 3,521 (3,401).
Cars – divided into Service, Car and Fuel businesses
Service, Car and Fuel Businesses
| Net turnover, SEK M 1) | Operating profit, SEK M | Operating margin, % | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | ||
| Service Business | 3,960 | 4,050 | 4,253 | 268 | 351 | 415 | 6.8 | 8.7 | 9.8 | |
| Car Business | 13,233 | 13,254 | 14,945 | 89 | 67 | 156 | 0.7 | 0.5 | 1.0 | |
| Fuel Business | 1,185 | 1,067 | 1,051 | 13 | 20 | 18 | 1.1 | 1.9 | 1.7 |
Service includes workshop services, spare parts and accessories. The Car Business includes sales of new and used cars and customer financing.
1) Net turnover does not include eliminations for internal sales.
Number of new cars Total market
| Deliveries | Order backlog | |||||
|---|---|---|---|---|---|---|
| 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |
| Sweden | 23,729 | 24,273 | 29,463 | 3,473 | 4,348 | 5,442 |
| Norway | 7,610 | 7,796 | 8,281 | 1,077 | 1,245 | 1,099 |
| Denmark | 3,217 | 3,558 | 3,523 | 333 | 430 | 330 |
| Total | 34,556 | 35,627 | 41,267 | 4,883 | 6,023 | 6,871 |
Key figures
| Operating profit/loss, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Net turnover, SEK M SEK M |
Operating margin, % | ||||||||
| 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |
| Sweden | 11,136 | 11,567 | 13,110 | 293 | 342 | 458 | 2.6 | 3.0 | 3.5 |
| Norway | 5,403 | 5,087 | 5,324 | 124 | 116 | 147 | 2.3 | 2.3 | 2.8 |
| Denmark | 1,121 | 997 | 1,027 | –47 | –20 | –16 | –4.2 | –2.0 | –1.5 |
| Total | 17,660 | 17,651 | 19,461 | 370 | 438 | 589 | 2.1 | 2.5 | 3.0 |
| Operating capital employed, SEK M |
Return on operating capital employed, % |
Turnover rate, times |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | ||
| Sweden | 1,400 | 1,417 | 1,412 | 22.8 | 25.9 | 32.9 | 8.8 | 8.9 | 9.4 | |
| Norway | 480 | 512 | 217 | 23.6 | 21.3 | 31.0 | 11.7 | 10.1 | 12.7 | |
| Denmark | 137 | 163 | 155 | –20.5 | –13.2 | –10.5 | 5.1 | 6.6 | 7.0 | |
| Total | 2,017 | 2,092 | 1,784 | 18.2 | 21.7 | 29.2 | 9.0 | 9.0 | 10.0 |
Key figures
| 2012 | 2013 | 2014 | |
|---|---|---|---|
| Average number of employees | 3,186 | 3,109 | 3,154 |
| Turnover per average number of employees, SEK '000 |
5,544 | 5,679 | 6,174 |
| Value added per average number of employees, SEK '000 |
733 | 761 | 835 |
| Profit before tax per average number of employees, SEK '000 |
74 | 118 | 155 |
| Average age | 41 | 41 | 40 |
Guidelines for remuneration to senior officers
A fee decided on by the Annual General Meeting is paid to the Chairman and members of the Board.
The AGM for 2014 has decided on the following guidelines for compensation to the management. For detailed information, see the minutes of the Annual General Meeting of Shareholders at the company's website, bilia.com.
Remuneration to the Managing Director and members of Group Management consists of basic salary, variable remuneration, other benefits and pension. The Group Management consists of the CFO, the Chief Legal Counsel, the Business Development and Purchasing Manager and the Financial Manager of Bilia AB, the MD of Bilia Personbilar AB (Sweden), the MD of Bilia Personbil as (Norway) and the MD of Bilia Personvogne A/S (Denmark). For the composition of the Group Management and remuneration, see Note 8, "Employees, personnel costs and remuneration for senior officers".
The distribution between basic salary and variable salary should be commensurate with the Group Management's powers and responsibilities. The variable remuneration paid to the Managing Director and other members of the Group Management may not exceed 50 per cent of the individual's basic salary. The variable remuneration is based on performance goals and individual goals.
Premium-based pension benefits and other benefits for the Managing Director and other senior officers are payable as a part of the total remuneration.
The Board of Directors will propose to the 2015 AGM that the above compensation principles should continue to apply up to the 2016 AGM.
The environment
Bilia works towards the goal of a sustainable society. The Group has rules and routines for how employees and cooperation partners should act in matters relating to the environment, corruption, competition and social responsibility. Bilia's environmental policy states that the Group's services and products should have as little impact on nature as possible. The environmental work should be pursued within the framework of the business concept and be governed by a holistic approach in which technology, economics and ecology are weighed together.
Of Bilia's facilities, 87 are environmentally certified to ISO 14001. Reduced energy use has been a priority goal during the year, with a focus on modernised ventilation and switching to LED light bulbs. Environmentally hazardous waste is managed in accordance with carefully planned procedures. Bilia also has systems, both proprietary and developed together with its partners, for managing and recycling waste from service work and residual products from damage repair. Water-based paints have been used for several years in all paint coats except for the clear coat. All waste water at Bilia's car washes is treated to eliminate the risk that heavy metals, oil and chemicals reach the sewage treatment plants. Bilia washes nearly 100,000 cars a year in car washes that carry the Nordic ecolabel (the Swan). There are well-established routines for managing waste. Bilia's employees are given training in environmental issues and receive environmental information regularly.
Bilia has defined environmental goals. Bilia will work to reduce pollution of land, water and air and has a system that provides data for comparative analysis and sounds the alarm if a measurement result is off the mark. Bilia will reduce its consumption of energy and water, reduce its use of non-renewable resources and raise awareness among employees and customers. In the past two years, the number of chemicals used in Bilia's operations has been reduced by about 3,500 to 1,700 products. Some of these products have been replaced with similar products with a lower environmental impact.
Bilia reports to the global organisation CDP, which provides information to investors and markets all over the world on the climate impact of listed corporations and what they are doing to reduce their carbon emissions.
The Group conducts activities that are subject to notification in accordance with the Environmental Code. A total of 88 facilities are obligated to submit notification to the authorities. Of these, 42 are petrol stations where all emissions are prohibited, 12 are car washes that must report discharges to water, and 49 are facilities that must report solvent emissions to the atmosphere. The biggest car washes carry the Nordic Ecolabel (the Swan).
Risks
Bilia's business operations are associated with risks. Bilia can influence certain factors, while others are beyond the Group's control. But the ambition is to identify threats and possibilities at an early stage so that steps can be taken quickly to avoid problems.
The risks described in detail by Bilia are judged to constitute the most significant risks.
Market trend
Demand for Bilia's products and services is influenced by fluctuations in the business cycle. In recessionary periods, some customers choose to postpone their car purchase. Diminished demand for cars can also affect the value of stock in hand and guaranteed residual values. Factors that influence the market trend include the labour market situation, stock market performance, opportunities for customers to obtain financing, interest rates and fuel prices. The positioning of Bilia as a service company stabilises earnings to some extent. Collaboration with Volvofinans Bank AB and similar car financing companies is positive for Bilia and stabilises earnings, since a portion of the financial profit is realised over several years. The Service Business is less cyclical than the Car Business, since cars require service and repairs regardless of the state of the economy. However, a deep recession also affects the Service Business.
Regulatory decisions that lead to changes in taxes, charges and subsidies on the products Bilia sells can influence both demand for and the valuation of cars in stock and cars sold with guaranteed residual values.
Directors' Report cont'd.
Basis of representation
Bilia's core business consists of distribution and servicing of cars and transport vehicles in Sweden, Norway and Denmark. The Block Exemption for new car sales expired in June 2013, which means there are no longer any special rules governing competition for new-car sales in the EU. Changes in the regulatory framework have led to changes in the competitive situation for Bilia in cases where manufacturers or general agents have chosen to renegotiate the agreements. Due to this renegotiation process, Bilia's potential for growth in the Car Business is dependent on the approval of the respective general agent. There is always a risk that a manufacturer or a general agent will decide to revoke the authorisation and cancel the agreements, or even become insolvent, leading to uncertainties in the market. Volvo is Bilia's single most important business partner, which means that changes in the relationship between the parties can have a significant influence on Bilia's business.
Competitiveness of the products
Bilia is dependent on the ability of the Group's business partners to develop competitive products.
Development of own services
To maintain and strengthen its competitiveness, Bilia must develop services that appeal to the customers. Bilia's ability to develop new services also helps strengthen the suppliers' brands. This development work requires resources. Bilia is confident that the Group has the size, structure and financial strength required to remain in the forefront of service development.
Key persons
In order to continue developing as a service company and thereby achieve growth and profitability, Bilia must be able to attract and develop qualified employees, both management and other staff. There is no guarantee that Bilia will succeed in the future in recruiting or keeping the people they need to run and develop the company.
Facilities and environment
Bilia leases virtually all its facilities. In the event contamination should be discovered at any of Bilia's facilities, Bilia may be held responsible for decontamination of the facility. Decontamination may be associated with considerable costs. As a tenant, Bilia always runs the risk that of not having its lease renewed at the end of the rental period, which would mean that Bilia would lose strategic business locations.
For financial risks see Note 27 "Financial risks and risk management".
Share issues
In late 2008 and early 2009, Bilia raised a total of SEK 100 M by an issue of subordinated debentures in the amount of SEK 100 M and an associated issue of 5,000,000 warrants entitling the bearer to subscribe for an equal number of Series A Bilia shares at SEK 20 per share. Between 2009 and 2013, inclusive, 4,680,337 warrants were exercised to subscribe for shares, resulting in a new issue totalling SEK 93 M. During 2014, 34,441 warrants were exercised to subscribe for new shares, resulting in a new issue of SEK 1 M. If the remaining warrants are exercised, the number of outstanding shares will increase by 285,222. Other than these, there are no other outstanding instruments that could cause future dilution effects. For further information see Note 13 "Earnings per share". Notification of subscription for shares can be made up to and including 5 January 2016.
Disclosure of acquisition, transfer and holding of own shares
The 2014 AGM gave the Board of Directors a new authorisation to both buy back and sell the company's own shares. As of 31 December 2014, Bilia held none of its own shares. No shares were bought back in 2014. Bilia's shares have a quotient value of SEK 10.
Parent Company
Bilia AB is responsible for the Group's management, strategic planning, financing, purchasing, public relations and business development. Furthermore, Bilia AB conducts training, real estate and IT activities, mainly for companies in the Group. The Parent Company's operating loss amounted to SEK 50 M (loss: 45).
Future outlook
Industry analysts predict that the car markets in Bilia's market areas during 2015 will be slightly smaller compared with the situation in 2014. Owing to the fact that Bilia's earnings are affected by various factors beyond the company's control, no earnings forecast is made. A review of the most important earnings-impacting factors is provided in the sensitivity analysis in Note 27, "Financial risks and risk management".
Proposed treatment of unappropriated earnings
The Board of Directors proposes that the earnings available for distribution, SEK 850 M, be disposed of as follows:
SEK M
| Total | 850 |
|---|---|
| To be carried forward | 548 |
| Cash dividend, SEK 12.00 per share 1) | 302 |
1) Bilia has outstanding warrants that expire on 5 January 2016. If the warrants are fully exercised, the dividend will amount to SEK 306 M.
Statement of Board of Directors regarding proposed distribution of profits
The Group's equity has been calculated according to the accounting rules set forth in the International Financial Reporting Standards (IFRSs). The Parent Company's equity has been calculated in accordance with the Swedish Financial Reporting Board's recommendation RFR 2, "Accounting for Legal Entities".
The proposed dividend consists of a cash dividend of SEK 12.00 per share, totalling SEK 306 M if the warrants are fully exercised. The Group's equity/assets ratio will thereafter amount to about 22 per cent.
The proposed cash dividend is consistent with Bilia's dividend policy, which states that at least 50 per cent of the net profit for the year should be distributed to the shareholders, and that Bilia should have an optimal capital structure at any given time.
It is the judgment of the Board of Directors that the company's and the Group's equity after the proposed dividend will be sufficiently large in relation to the nature, scope and risks of the business and the terms of the lenders. The Board has also taken into account the Group's history, liquidity and investment plans, as well as the general economic situation.
Approval of the financial statements
The financial statements were approved for publication by the Parent Company's Board of Directors on 11 March 2015.
For further details concerning the company's results and financial position, please refer to the following Consolidated Statement of Income and Other Comprehensive Income and the Consolidated Statement of Financial Position with accompanying comments.
Corporate Governance Report
This Corporate Governance Report has been prepared in accordance with the Swedish Code of Corporate Governance and the Annual Accounts Act and has been examined by Bilia's auditors. The Corporate Governance Report applies to calendar year 2014. For up-to-date information on changes in 2015, the reader is referred to bilia.com.
Shareholders
Bilia had 35,282 shareholders at the end of 2014. Bilia's biggest shareholders are Investment AB Öresund and the Qviberg family, each of which had a holding of 10.1 per cent as of 31 December 2014. There was no other single shareholder with a holding in excess of 10 per cent. The next-biggest shareholder at year-end was Anna Engebretsen with family, whose holding amounted to 4.2 per cent.
The proportion of institutional ownership was 9.5 per cent (9.6), while the proportion of foreign ownership was 35.9 per cent (35.8).
General Meeting of Shareholders
The Annual General Meeting of Bilia AB is the highest decisionmaking body in the Bilia Group. At the AGM the shareholders exercise their right to vote in order to make decisions regarding the composition of the Board and other important matters. Only shares of Series A are issued in the company, and each share entitles the holder to one vote, with no limits on how many votes a shareholder can cast. According to the Articles of Association, the company's Board of Directors shall consist of at least seven and at most ten members.
There are no special restrictions in the Articles of Association for appointing or removing board members or amending the Articles of Association. The instructions issued by the AGM are followed for the nomination of Board members. The nominating committee instructions were last revised at the 2014 AGM and apply until further notice. The instructions are posted on bilia.com under the tab "The Company," heading "Corporate Governance". Shareholders who wish to have a matter on the agenda at the AGM are urged to contact Bilia in writing in the form of a letter addressed to the Managing Director no later than 24 February 2015. The AGM is subject to the Swedish Companies Act, the Articles of Association and the Swedish Code of Corporate Governance. Bilia's Articles of Association are shown at the end of the annual report and are also available on the company's website. For more information on the Swedish Code of Corporate Governance, see bolagsstyrning.se.
Annual General Meeting 2014
Bilia's Annual General Meeting of 10 May 2014 re-elected the entire Board of Directors consisting of the following members: Per Avander, Ingrid Jonasson Blank, Anna Engebretsen, Jack Forsgren, Fredrik Grevelius, Mats Holgerson, Svante Paulsson, Jan Pettersson, Jon Risfelt and Mats Qviberg. The AGM also re-elected Mats Qviberg as Chairman, after which the Board appointed Jan Pettersson as Deputy Chairman. KPMG AB was once again re-elected as the Group's public accounting for the period up until the next AGM. The AGM passed a resolution to pay a cash dividend of SEK 9 per share, for a total of SEK 226 M, and decided that the remaining earnings of SEK 650 M should be carried forward to a new account. The Board was authorised to buy back the company's own shares and to approve the transfer of such acquired shares as payment in conjunction with a possible company acquisition or by direct sale on
the stock exchange. The fees paid to the members of the Board and the auditors were determined, principles for compensation to the Group Management were approved and revised nominating committee instructions were adopted.
Extraordinary shareholders meeting 2014
An extraordinary shareholders meeting was held on 5 December, at which Fredrik Grevelius resigned from the Board and the meeting elected Gustav Lindner to replace him, in accordance with the Nominating Committee's proposal. Gustav Lindner was elected to the Board up until the 2015 AGM. The meeting also determined how the director's fee would be split between the outgoing and incoming members. There was no other change to the Board of Directors.
Nominating Committee
The Nominating Committee submits proposals to the AGM for Board members and auditors and for fees to be paid to the Board members and the auditors. The committee also proposes fees for the work of Board members in special subcommittees. The Nominating Committee has four members, including the Chairman of the Board. Not later than six months before the AGM, the three to four largest shareholders who wish to take an active part in the nominating work each appoint one person to the Nominating Committee. The members of the Nominating Committee appoint a chairman.
In September 2014 the following persons were appointed to the Nominating Committee: Öystein Engebretsen (Chairman) for the Qviberg family and Anna Engebretsen, Mikael Norbäck for Investment AB Öresund, Jan Särlvik for Nordea Investment Funds, and Mats Qviberg, Chairman of Bilia. The Nominating Committee held a meeting in November to propose a replacement for Fredrik Grevelius, who resigned at the extraordinary shareholders meeting held in December. The Nominating Committee proposed that Gustav Lindner be elected as a replacement on the Board of Directors until the next AGM, and the Nominating Committee's account of its work and the reasons for its decision were presented on Bilia's website and at the meeting.
Prior to the 2014 AGM, the Nominating Committee consisted of the following persons: Marcus Wahlberg, Investment AB Öresund (Chairman), Öystein Engebretsen for the Qviberg family, Egil Stenshagen for Stenshagen Invest AS, Jan Pettersson (Deputy Chairman of Bilia AB) for the Pettersson family, and Mats Qviberg, Chairman of Bilia AB.
In the course of its work, the Nominating Committee has obtained information regarding the experience of Bilia's Board members and their possible dependency on Bilia and has also examined the evaluation of the Board's work that is compiled every year.
When the Nominating Committee presents its proposals, it also submits an account of its work and a written explanation of the reasons for its proposals. Information from the Nominating Committee can be read at bilia.com. Each year the Nominating Committee welcomes proposals and viewpoints from shareholders and can most easily be contacted via e-mail at [email protected].
Auditors
The auditors of Bilia AB are elected by the AGM, and in 2014 KPMG AB was re-elected as the public accounting firm for the period up to the 2015 AGM. Jan Malm was appointed as auditor in charge. Auditors will once again be elected at the upcoming AGM.
Corporate Governance Report cont'd.
Audit mainly involves continuous auditing and examination of the annual accounts. KPMG also assists Bilia with advice on accounting matters. During the past three years this has mainly involved questions pertaining to accounting practices in accordance with IFRS standards. No circumstance relating to this advisory role has been judged to influence the impartiality and independence of the auditors.
Board of Directors
Bilia's Board of Directors consists of ten members (including the Managing Director of Bilia AB) elected by the AGM and two additional members who represent the employees, plus two deputy employee representatives. The AGM-elected members are elected for one year. There is no limit to how long a member can sit on the Board. Information about the members of the Board can be found under the heading "Board of Directors" in the annual report and at bilia.com. This information includes shareholding, other posts and possible dependency.
The duties of the Board are regulated by the Companies Act, the Articles of Association and the Code of Corporate Governance. The Swedish Code of Corporate Governance has been applied during 2014, with one exception. When notice was given of the extraordinary shareholders meeting, the Nominating Committee's complete proposal could not be presented, as is mandated in the Code 2.6. The notice was issued hastily and the Nominating Committee did not have enough time. The proposal was completed a week later and was therefore presented in a separate press release and on Bilia's website.
The Board of Directors is also subject to Bilia's Code of Conduct, which applies to all employees in the Group. The Code of Conduct, which is posted on bilia.com, was issued in 2006 and most recently revised in 2012.
The work of the Board of Directors conforms to annually adopted rules of procedure governing the items of business to be dealt with at each ordinary meeting and the division of labour within the Board, with special duties for the Chairman and the committees appointed within the Board. Based on the rules of procedure, the Board of Directors prepares a detailed annual plan each year for the Board meetings so that all important items are dealt with during the year. The rules of procedure also include rules for financial reporting to the Board and more detailed rules regarding the Managing Director's powers and responsibilities. The ultimate aim of the deliberations and decisions of the Board is to promote the interests of the shareholders in terms of value growth and return on investment. Measures to progressively strengthen the Bilia brand are also considered by the Board.
The work of the Board during 2014
Seven board meetings were held during 2014: two statutory meetings and five ordinary meetings. With the exception of Svante Paulsson, who was unable to attend one statutory meeting, all members were present at all meetings.
An agenda, along with in-depth information on important matters, is sent to each Board member in good time before each Board meeting. The Board dealt with such items of business as development opportunities, financial goals, follow-up of results, investments, properties, acquisitions and strategy. During 2014, besides dealing with routine matters, the Board of Directors evaluated future acquisition opportunities, and in addition discussed the situation in Denmark and the increased competition from other players in the Copenhagen area. The Board of Directors passed resolutions regarding, for example, the acquisition of Toyota dealers in southern Sweden with associated properties, disposal of acquired properties
by the sale of Motorspännet AB, acquisition of a small property in Norway and disposal of the operation in Stavanger, plus acquisition of the Toyota operation in Norway. During the year the Board of Directors also met with a number of senior officers who participated in individual items on the agenda. On one occasion the Board met with the auditors, who shared their observations with the Board. On this occasion the Board discussed internal control with the auditors without the presence of the company's officers. Bilia's CFO, Gunnar Blomkvist, has been secretary of the Board since 2004.
Board subcommittees
Compensation Committee
The Compensation Committee has three members: Jack Forsgren (Chairman) and members Gustav Lindner (from 5 December) and Jon Risfelt. Fredrik Grevelius was a member of the committee up until 5 December. The Compensation Committee's task is to submit proposals to the Board regarding terms of compensation for the Managing Director and other senior officers. The work of the Committee is presented to the AGM, which decides on guidelines for the compensation. The committee also submits proposals to the Board for fixed and variable remuneration for senior officers in subsidiaries. The variable remuneration is always related to that part of the company's performance that lies within the individual's control. All variable compensation has a maximum limit in relation to the fixed compensation. In 2014 the Compensation Committee held three meetings in which all members participated.
Audit Committee
The Audit Committee has three members: Jon Risfelt (Chairman) and members Mats Holgerson and Gustav Lindner (from 5 December). Fredrik Grevelius was a member of the committee up until 5 December. The principal duties of the Audit Committee are review of external risks and legal risks, review of the control environment with regard to internal and external audit, monitoring of the financial reporting, and review of the internal and external audit process. Each year a more detailed examination is made of one subsidiary in the Group, and in 2014 the newly acquired operation in the subsidiary Bilia Center Syd AB was scrutinised. The following matters were also dealt with during 2014: a compliance programme for competition law, a presentation of leasing and the pension liability, the Group's IT security, and proposals for a public accounting firm, whereby KPMG was re-elected at the 2014 AGM. The work of the committee has been based on material and information from the Group Management and the auditors. Bilia's internal auditors give an annual account of their work to the Audit Committee and Bilia's auditors. The Audit Committee held four meetings during the year. In addition to all members, the meetings were also generally attended by Bilia's auditors, the Managing Director, the CFO and additional co-opted persons. The Audit Committee also allots time for a private session with the company's CFO. In addition to the aforementioned meetings, the chairman of the Audit Committee meets separately with the company's auditor every year.
The Board's report regarding internal control
This report is prepared in accordance with the Annual Accounts Act. The report is limited to internal control and risk management regarding the financial reporting and includes the entire Group. The Board of Directors bears ultimate responsibility for ensuring that Bilia's internal control works satisfactorily and that adequate financial reports are presented. Under the Companies Act, the Board is responsible for Bilia's organisation and management. It is the responsibility of the Board that Bilia's accounting, management of funds and financial situation in general includes satisfactory con- trols. This responsibility cannot be delegated but always rests with the Board of Directors.
Bilia's control environment is based on the communication of clear guidelines to all subsidiaries to ensure that the same rules and principles are applied in the Group's different companies and within each business area and that the necessary tools are in place out in the subsidiaries to enable them to report back to Bilia AB in a correct and uniform manner. The management conducts a risk analysis which, following discussion by the Audit Committee and the Board of Directors, serves as a basis, along with other considerations, for focusing the internal control.
Internal control work
As a complement to manager responsibility and other control procedures, Bilia has a separate function for internal audit that reports to the company's CFO. Bilia's CFO has approved the audit plan presented by the internal auditors and the internal auditors report directly to Bilia's CFO. Bilia's internal auditors annually inform the Audit Committee concerning the audit plan and furnish regular reports regarding the audit work. The audit plan is regularly evaluated and was last updated in June 2014.
The work of assuring internal control is a continuous process that should be subject to constant review, follow-up and improvement.
Evaluation of the work of the Board
The work of the Board is evaluated annually according to a model that includes the following main areas:
- Board of Directors (roles, planning, functions)
- Board meetings
- Board material, information and reports
- Members of the Board
- Chairman of the Board
- Managing Director
This year's evaluation once again painted a positive overall picture of the work of the Board. The Board also performs an annual evaluation of the work of the committees, and other members are satisfied with how the committees handle their respective areas of responsibility.
Group Management
During 2014, Bilia's Group Management consisted of Per Avander, Managing Director, Gunnar Blomkvist, CFO, Per Ovrén, Business Development and Purchasing Manager, Hans Jörgen Möller, Financial Manager, and Jennifer Tunney, Chief Legal Counsel, all of Bilia AB, as well as Stefan Nordström, Managing Director of Bilia Personbilar AB, Sweden, Frode Hebnes, Managing Director of Bilia Personbil as, Norway, and Lars-Gunnar Jönsson, Managing Director of Bilia Personvogne A/S, Denmark. The Group Management is responsible for formulating the Group's overall strategy, business control and allocation of financial resources, as well as for the Group's financing, capital structure and risk management. It also executes major acquisitions and other major projects. Furthermore, the Group Management is responsible for the Group's financial reporting, communication with the stock market and a variety of other matters concerning the Group as a whole. The Group Management holds regular meetings under the leadership of Bilia's Managing Director and CEO.
Group operations are largely decentralised, and the different companies enjoy a large measure of autonomy. The relationship between the companies and the Group Management is mainly concerned with Group-wide projects and work on the boards of the various companies.
Board of Directors
Mats Qviberg born 1953
Chairman
Education: M.Sc. in Business Administration from the Stockholm School of Economics. Work experience: SEB 1976–84, Carnegie 1984–90.
Posts 2014: Deputy Chairman of Investment AB Öresund. Deputy Chairman of Fabege AB. Drives: Volvo XC40 and BMW 650.
Jan Pettersson born 1949 Deputy Chairman Education: Degree in economics from Stockholm University 1973. Work experience: Active in the motor vehicle industry since 1973, Kinnevik Group 1982–86, MD of Toyota and Svensk Motor AB 1986– 2002, MD and CEO of Bilia AB 2003–2011.
Posts 2014: Chairman of Active Driving AB and employed by Bilia AB for non-Board duties.
Drives: Volvo XC60.
Per Avander born 1961
Managing Director and CEO of Bilia AB Education: School of economics. Work experience: Active in banking 1981–83, motor vehicle industry since 1983. MD of Din Bil Göteborg AB 1995–99, MD of Din Bil Stockholm Norr 1999–2001. Bilia 2001–. Posts 2014: Managing Director and CEO of Bilia AB and member of the boards of Volvofi nans Bank AB, the Swedish Automobile Servicing and Retailing Employers' Association (MAF) and Alignment Systems AB. Drives: BMW X4 and Volvo V40.
Anna Engebretsen born 1982 Education: Norwegian School of Management in Oslo, MSc. in Business and Economics. Work experience: Project manager at OMD (Omnicom Media Group) media agency. Posts 2014: Marketing and sponsoring at Skistar AB. Member of the board of MQ Holding AB and Investment AB Öresund. Drives: BMW X5.
Ingrid Jonasson Blank born 1962 Education: M.Sc. in Business Administration from the School of Business, Economics and Law in Gothenburg.
Work experience: Active in the ICA Group 1986–2010, most recently as deputy managing director of Ica Sverige AB.
Posts 2014: Member of the boards of Ambea Vård & Omsorg AB, Fiskars Oyj, Musti ja Mirri Group Oy, Matas A/S, Orkla ASA, Royal Unibrew A/S, ZetaDisplay AB, Travel & Support Services AB and Norm Research & Consulting AB. Drives: Volvo XC60.
Jack Forsgren born 1945
Chairman of the Compensation Committee Education: M.Sc. (Political Science). Work experience: Managing Director and CEO of Mölnlycke AB and Nobel Biocare AB. Posts 2014: Chairman of Maquire AB. Deputy Chairman of the Swedish Exhibition Centre and Skäreleja AB. Drives: BMW 530.
Mats Holgerson born 1953
Education: M.Sc. in Business Administration from the Stockholm School of Economics. Work experience: Esso 1976–85, Statoil 1985–96 (MD of Statoil Norge 1994–96), MD of Dial Försäkring 1996–98, MD of Statoil Detaljhandel Skandinavia 1998–2005, MD of Menigo Foodservice 2006–08 and Chief Operating Offi cer of ICA AB 2008–13. Posts 2014: Chairman of Cervera AB. Member of the boards of Hemtex AB, Dialect AB, Global Batterier AB and Comfort Sverige Holding AB. Drives: BMW 335.
Svante Paulsson born 1972 Education: High school in the USA. Work experience: Hedin Bil (Mercedes-Benz/ Nissan), BMW Paulssons Bil, Porsche Center Syd, car sales, own companies. Posts 2014: Backahill AB, strategy and projects. Member of the boards of Fabege AB, DIÖS Fastigheter AB, Backahill AB and AB Cernelle.
Drives: Volvo V60 and Volvo XC70.
Gustav Lindner born 1978
Education: M.Sc. in Business Administration from the Stockholm School of Economics. Work experience: HQ Bank Corporate Finance 2006–10, Swedbank 2010–14, Account Manager and subsequently CEO of FR & R Sverige. Posts 2014: Managing Director of Investment AB Öresund. Drives: Volvo XC90.
Jon Risfelt born 1961 Chairman of the Audit Committee Education: M. Eng. in Chemical Engineering,
Royal Institute of Technology. Work experience: Ericsson, SAS, American Express, Nyman & Schultz, Europolitan and Gambro Renal.
Posts 2014: Member of the boards of Ticket Business Travel AB, Bisnode AB, Dialect AB and Smartfi sh AS. Member of the boards of Excanto AB, Knowit AB, Ortivus AB and Vanna AB. Drives: Hyundai i40.
Tommy Strandhäll born 1970 Education: Vocational training in vehicle technology.
Work experience: Employed by Bilia since 1988, training projects at Metall (Swedish Metalworkers' Union) and LO (Swedish Trade Union Confederation).
Posts 2014: President of local branch of Metall in Gothenburg and president of the Group-wide union Bilia LO locals Sweden.
Elected to the Board of Bilia AB: Appointed by the LO locals in the Bilia Group. Drives: Ford Focus.
Patrik Nordvall born 1967
Education: Process engineering and IHM Business School Senior. Work experience: Employed by Bilia AB since
1986. Posts 2014: Shop steward of Unionen at Bilia and head of the real estate department in Stockholm.
Elected to the Board of Bilia AB: Appointed by the PTK (Federation of Salaried Employees in Industry and Services) locals in the Bilia Group. Drives: Renault Scenic Xmod.
Dragan Mitrasinovic born 1958 Education: Vocational training in vehicle
technology. Work experience: Employed by Bilia since
1976.
Posts 2014: Shop steward of Bilia's local branch in Stockholm and car mechanic. Elected to the Board of Bilia AB: Appointed deputy member by the LO locals in the Bilia Group.
Drives: Volvo V70.
Lennart Welin born 1951
Education: Vocational school and IHM Senior training.
Work experience: Employed by Bilia AB since 1967.
Posts 2014: Quality and environmental coordinator at Bilia Personbilar AB, Region West and South.
Elected to the Board of Bilia AB: Appointed deputy member by the LO locals in the Bilia Group.
Drives: Renault Laguna.
Auditors
KPMG AB was re-elected as the Group's public accounting firm by the 2014 AGM for the period up until the 2015 AGM. Jan Malm, born 1960, Authorised Public Accountant, KPMG and member of FAR. Auditor in charge at Bilia since 2010.
| Attendance at Board meetings, |
Attendance at commit tee meet |
Number of shares |
|||||
|---|---|---|---|---|---|---|---|
| Board member | Position | Committees | Elected | Independence | % | ings, % | in Bilia |
| Mats Qviberg | Chairman | 2003 | Dependent on Bilia's major shareholders |
100 | — 2,536,408 1) | ||
| Jan Pettersson | Deputy Chairman | 2003 | Dependent on Bilia | 100 | — | 228,000 1) | |
| Per Avander | MD of Bilia AB, Board member | 2011 | Dependent on Bilia | 100 | — | 14 ,000 | |
| Ingrid Jonasson Blank | Board member | 2006 | Yes | 100 | — | 10,000 | |
| Anna Engebretsen | Board member | 2010 | Dependent on Bilia's major shareholders |
100 | — 1,063,335 1) | ||
| Jack Forsgren | Board member/Chairman Compensation Committee |
Compensation | 2003 | Yes | 100 | 100 | 16,200 |
| Mats Holgerson | Board member | Audit | 2006 | Yes | 100 | 100 | 5,610 |
| Gustav Lindner | Board member | Compensation/ Audit |
2014 2) | Dependent on Bilia's major shareholders |
100 | — | 1,000 |
| Svante Paulsson | Board member | 2010 | Yes | 86 | — | 10,000 | |
| Jon Risfelt | Board member/Chairman Audit Committee |
Compensation/ Audit |
2003 | Yes | 100 | 100 | 6,365 |
| Tommy Strandhäll | Employee representative | 2004 | — | 100 | — | — | |
| Patrik Nordvall | Employee representative | 2004 | — | 100 | — | 126 | |
| Dragan Mitrasinovic | Deputy employee representative | 2005 | — | 100 | — | 7 | |
| Lennart Welin | Deputy employee representative | 1993 | — | 100 | — | 2 |
1) With family.
2) Elected to Bilia's Board of Directors in December 2014.
A total of seven board meetings were held during 2014, including two statutory meetings.
All holdings in Bilia AB are as of 31 December 2014. Composition of the Board of Directors as of 31 December 2014.
See also Group Note 8 "Employees, personnel costs and remuneration for senior officers".
Group Management
Per Avander born 1961
Frode Hebnes born 1972
Marketing.
Stockholm.
Managing Director and CEO of Bilia AB Education: School of economics. Work experience: Active in banking 1981–83, motor vehicle industry since 1983. MD of Din Bil Göteborg AB 1995–99, MD of Din Bil Stockholm Norr 1999–2001. Bilia 2001–. External posts: Member of the boards of Volvofinans Bank AB, the Swedish Automobile Servicing and Retailing Employers' Association (MAF) and Alignment Systems AB. Drives: BMW X4 and Volvo V40.
Managing Director of Bilia Personbil as, Norway Education: Graduate of Norwegian School of
Work experience: Volvo Personbiler Norge 1997–2001, Volvo Car Corporation Göteborg 2001–2004, Volvo Personbiler Norge AS 2004–2006. Employed by Bilia Personbil as since 2006. Managing Director since December 2008. External posts: Deputy member of the boards of
Education: M.Sc. in Business Administration,
Work experience: Financial Manager of Scania Busser (Denmark), 1996-2000. Financial Manager at Din Car Sverige AB, 2000–2003.
Expon AS and Expon Holding AS. Drives: BMW X6 and Volvo V60.
Hans Jörgen Möller born 1959 Financial Manager, Bilia AB
Employed by Bilia AB since 2003. Drives: Volvo V60 and Volvo XC40.
Gunnar Blomkvist born 1955 CFO, Bilia AB Education: M.Sc. in Business Administration from the School of Business, Economics and Law in Gothenburg. Work experience: Employed by Bilia AB since 1984. Drives: Volvo XC70 and BMW X1.
Lars-Gunnar Jönsson born 1952 Managing Director of Bilia Personvogne A/S, Denmark
Education: Structural engineer and graduate marketing economist.
Stefan Nordström born 1966
Sweden
1986.
Sverige AB.
Managing Director of Bilia Personbilar AB,
External posts: Member of the board of Tanka
Drives: Volvo XC60 and Renault Megane.
Education: School of economics, IFL. Work experience: Employed by Bilia AB since
Work experience: Head of Sales and various functions in the motor vehicle business 1977–81, Managing Director of a company providing car financing 1981–1985, Mercuri Institute 1985-1990, Managing Director of Bilbranschen in Stockholm 1990-2011 (Mercedes, BMW, SAAB) and thereafter various board assignments in the motor vehicle business. Drives: Volvo V40.
Per Ovrén born 1977 Business Development and Purchasing Manager, Bilia AB Education: MSc. Eng. in Industrial Economics, Institute of Technology at Linköping University, plus studies at Technische Universität München and Stockholm University. Work experience: Bain & Company 2003– 2006, Investment AB Öresund 2006–2009, The Boston Consulting Group 2009. Employed by Bilia AB since 2010. Drives: Volvo V70.
Jennifer Tunney born 1974 Chief Legal Counsel of Bilia AB Education: Master's degree in Commercial Law, Jönköping International Business School 2003, studies in Commercial Law at University of Abertay, Dundee, Scotland 2002. Work experience: Real estate agent, Svensk Fastighetsförmedling 1999, Treasury Support, Volvo Treasury AB 2003, Treasury Center, Bilia AB 2003–2004, Legal Counsel, Bilia AB 2005–2009. Drives: Ford S-Max.
The Group Management consists of 87.5 per cent men and 12.5 per cent women.
| Position | Number of shares in Bilia |
|---|---|
| Managing Director | 14,000 |
| CFO | 32,355 |
| Managing Director of Bilia Personbil as, Norway | 2,500 |
| Managing Director of Bilia Personvogne A/S, Denmark | — |
| Financial Manager | 1,000 |
| Managing Director of Bilia Personbilar AB, Sweden | 6,000 |
| Business Development and Purchasing Manager | 1,168 |
| Chief Legal Counsel | — |
All holdings in Bilia AB are as of 31 December 2014. Composition of Group Management as of 31 December 2014.
The Bilia share
The Bilia share has been listed on the NASDAQ OMX Stockholm exchange since 1984. The share is traded under the ticker code BILI A and is included in the OMX Stockholm Mid Cap PI and OMX Stockholm Consumer Services PI indices.
At 31 December 2014, the share capital amounted to SEK 252 M (251), divided among 25,174,033 Series A shares. The quotient value is SEK 10 per share. Each share represents one vote. All Series A shares are entitled to an equal share in Bilia's assets and profits.
Total return 54 per cent in 2014
The OMX Stockholm Consumer Services PI index rose by 11.8 per cent in 2014. The Bilia share rose from SEK 164.00 to SEK 237.50 during the year. The highest price paid, SEK 242.50, was quoted on 5 December 2014. The lowest price paid, SEK 154.00, was quoted on 4 February 2014.
Bilia's shareholders received a total return of 54 per cent (78) in 2014. The calculation is based on share price performance.
Bilia's market capitalisation at year-end was SEK 5,971 M (4,123), based on the total number of shares outstanding. A total of 15.9 million Bilia shares (13.4) were traded in 2014 at a value of SEK 3,136 M (1,643). This turnover represented 63 per cent (54) of the weighted average number of shares.
The P/E ratio based on earnings in 2014 was 15, compared with 14 for 2013.
Beta coefficient
The volatility of the price of a single share compared with the volatility of the stock market as a whole is known as the beta coefficient, or beta. If the beta is greater than 1, this means that the share price fluctuates more than the average for the exchange. A value lower than 1 indicates that the share is less sensitive than the exchange as a whole.
The Bilia share's beta for the past five years is 1.42. This means that the price fluctuations for the Bilia share have been greater than the average price fluctuations on NASDAQ OMX Stockholm.
Number of shareholders increased
Bilia had 35,282 shareholders at the end of 2014, compared with 23,178 a year earlier. The increase is due to the fact that Investment AB Öresund, as a part of its dividend, distributed Bilia shares to its shareholders. Most shareholders own relatively small lots. Of the shareholders, 96.5 per cent (95.2) owned fewer than 1,000 shares. The proportion of institutional ownership was 9.5 per cent (9.6), while the proportion of foreign ownership was 35.9 per cent (35.8).
Dividend policy
Over a business cycle, Bilia's dividend should provide the shareholders with a competitive dividend yield in comparison with similar listed companies. Good dividend growth is also striven for, and the dividend should amount to at least 50 per cent of the net profit for the year.
Bilia's earning capacity, cash flow, investment needs and overall financial position are also taken into account when determining the size of the dividend. An effort is also made to ensure that Bilia has an optimal capital structure at any given time.
Proposed dividend SEK 12.00
Bilia's Board of Directors proposes to the Annual General Meeting of 14 April 2015 that an ordinary dividend be paid in the amount of SEK 12.00 per share (9.00). The proposed dividend corresponds to 79 per cent (79) of the net profit for the year. If the AGM approves this proposal, the dividend is expected to be paid by Euroclear Sweden AB on 21 April 2015.
Stock split
The Board of Directors proposes that the number of shares should be increased by dividing each share into two shares (a 2-for-1 stock split) for the purpose of increasing trade in the share.
Proposal for buy-back or disposal of own shares
The Board of Directors proposes that the AGM authorise the Board to resolve to buy back Bilia shares over NASDAQ OMX Stockholm, as long as the company's own holding never exceeds 10 per cent of the total number of shares. The proposal also includes authorisation to dispose of the shares.
Option programme
In December 2008, Investment AB Öresund sold call options for a total of 170,000 shares in Bilia AB to the Group Management and a number of key employees. The options expire in November 2015 and the exercise price is SEK 20.00 per share. The option programme does not entail any dilution for Bilia's shareholders. The senior officers paid SEK 2.00 per option, which was the estimated market value.
Persons with insider status
Trading in shares by persons with insider status in the company is called insider trading. The law requires such trading to be reported to the Swedish Financial Supervisory Authority. Bilia is obligated to report which persons have insider status to the Swedish Financial Supervisory Authority. These individuals must report their shareholdings and any changes in them. Certain closely-related natural persons and legal entities are also subject to the reporting obligation.
The major shareholders, board members, secretary to the board, auditors, management group and certain employees in the accounting and finance departments are considered to have insider status in Bilia. A complete list of persons with insider status can be found on the Swedish Financial Supervisory Authority's website at www.fi.se. There is a logbook for special events and interim reports. Special events may be discussions of major acquisitions and interim reports for personnel who receive information on the Group's earnings in conjunction with the quarterly financial statements.
Analyses of Bilia
The Bilia share is analysed above all by Swedish brokerage houses and banks. The following analysts cover Bilia regularly:
- Stefan Cederberg, SEB Corporate Finance, +46 8 52 22 95 00
- Mats Liss, Swedbank Markets, +46 8 58 59 18 00
- Andreas Lundberg, ABG Sundal Collier, +46 8 56 62 86 00
- Erik Paulsson, Pareto Securities, +46 8 402 50 00
- Robin Santavirta, Handelsbanken Capital Markets, +358 10 444 11
Shareholder information
Bilia's information to the stock market and its shareholders should be characterised by correctness, relevance, openness and speed. Shareholders wishing to receive the annual report and half-year reports directly through the mail should notify Euroclear Sweden AB.
Bilia's press releases, quarterly reports and annual reports are available at www. bilia.com. Additional information on the company, its financial performance and the Bilia share can also be found there. It is also possible to subscribe to press releases and send queries directly to Bilia online.
The Bilia share cont'd.
| Data per Share | 2010 | 2011 | 2012 | 2013 | 2014 |
|---|---|---|---|---|---|
| Earnings, SEK | 16.502) | 16.853) | 6.304) | 11.705) | 15.356) |
| Equity, SEK 1) | 69.90 | 73.85 | 64.30 | 72.50 | 73.40 |
| Cash flow from operating activities, SEK | 4.002) | 32.903) | 28.954) | 15.105) | 51.656) |
| Share price at year-end, SEK | 129.50 | 96.75 | 93.50 | 164.00 | 237.50 |
| P/E ratio, times | 8 | 6 | 15 | 14 | 15 |
| Price/equity ratio, % | 185 | 131 | 145 | 226 | 324 |
| Dividend yield, % | 11.5 | 8.0 | 5.5 | 7.3 | 6.1 |
| Dividend, SEK | 12.00 | 9.50 | 6.00 | 9.00 | 12.007) |
| Payout ratio, % | 75 8) | 56 8) | 99 8) | 79 8) | 798) |
1) Calculated based on the number of shares outstanding at the end of each year. For 2014, the number of shares outstanding was 25,174,033, for 2013 it was 25,139,592, for 2012 it was 24,657,606, for 2011 it was 24,565,028, and for 2010 it was 24,883,946.
2) Calculated after exercised warrants corresponding to 590,372 shares during 2010, resulting in a weighted average number of shares of 24,698,104.
3) Calculated after exercised warrants corresponding to 196,082 shares during 2011, and after buy-back of 515,000 shares during August-September 2011, resulting in a weighted average number of shares of 24,873,852.
4) Calculated after exercised warrants corresponding to 34,071 shares during 2012, buy-back of 562,313 shares during May–September 2012, and acquisition of 620,820 Bilia shares, giving a weighted average number of shares of 24,747,727.
5) Calculated after exercised warrants corresponding to 25,493 shares during 2013 and 456,493 sold own shares, for a weighted average number of shares of 24,764,587.
6) Calculated after exercised warrants corresponding to 34,441 shares during 2014, resulting in a weighted average number of shares of 25,154,763. 7) Proposed dividend.
8) Calculated after full exercise of the warrants, resulting in 25,459,255 outstanding shares for 2014 and 2013, 25,002,762 for 2012, 24,944,255 for 2011 and 25,459,255 for 2010.
Change in share capital
| Year | Number of shares | Change | Share capital, SEK M |
Change, SEK M |
Reason |
|---|---|---|---|---|---|
| 1985 | 15,000,000 | 300 | |||
| 1987 | 21,000,000 | 6,000,000 | 420 | 120 | Bonus issue |
| 1988 | 21,032,486 | 32,486 | 421 | 1 | New issue at conversion |
| 1989 | 21,046,667 | 14,181 | 421 | 0 | New issue at conversion |
| 1990 | 21,076,925 | 30,258 | 422 | 1 | New issue at conversion |
| 1991 | 31,674,669 | 10,597,744 | 634 | 212 | New issue at conversion |
| 2001 | 28,554,512 | –3,120,157 | 571 | –63 | Reduction |
| 2002 | 25,699,061 | –2,855,451 | 514 | –57 | Reduction |
| 2004 1) | 60,845,603 | 35,146,542 | 608 | 94 | Share buy-back/reduction/lowering of par value of share/subordinated shares, Series C |
| 2005 | 23,129,155 | –37,716,448 | 231 | –377 | Redemption subordinated shares, Series C |
| 2007 | 21,459,255 | –1,669,900 | 215 | –16 | Reduction |
| 2009 | 25,293,574 | 3,834,319 | 253 | 38 | Exercised warrants |
| 2010 | 24,883,946 | –409,628 | 249 | –4 | Exercised warrants/share reduction |
| 2011 | 25,080,028 | 196,082 | 251 | 2 | Exercised warrants |
| 2012 | 25,114,099 | 34,071 | 251 | 0 | Exercised warrants |
| 2013 | 25,139,592 | 25,493 | 251 | 0 | Exercised warrants |
| 2014 | 25,174,033 | 34,441 | 252 | 1 | Exercised warrants |
1) Of which subordinated shares, Series C, 37,716,448 shares, SEK 377 M.
Distribution of shares, 31 December 2014
| Shareholding | Total number of shareholders |
Percentage of total no. of shareholders |
Combined number of shares owned |
Percentage of share capital |
|---|---|---|---|---|
| 1–1,000 | 34,054 | 96,5 | 4,044,426 | 16.1 |
| 1,001–10,000 | 1,068 | 3,0 | 2,700,104 | 10.7 |
| 10,001–100,000 | 125 | 0,4 | 4,210,606 | 16.7 |
| 100,001– | 35 | 0,1 | 14,218,897 | 56.5 |
| Total | 35,282 | 100,0 | 25,174,033 | 100.0 |
The 15 largest shareholders at 31 December 2014
| Total | Stake, per cent | |
|---|---|---|
| Investment AB Öresund | 2,540,175 | 10.1 |
| Qviberg family | 2,536,408 | 10.1 |
| Anna Engebretsen with family | 1,063,335 | 4.2 |
| Handelsbanken funds AB RE JPMEL | 1,005,504 | 4.0 |
| JPM Chase NA 1) | 938,471 | 3.7 |
| SSB CL Omnibus AC | 561,139 | 2.2 |
| MSIL IPB Client Account | 523,992 | 2.1 |
| Nordea investment funds | 472,961 | 1.9 |
| Försäkringsaktiebolaget Avanza pension | 442,834 | 1.8 |
| CBNY-DFA-INT SML CAP V | 442,474 | 1.8 |
| Goldman Sachs & Co, W9 | 394,209 | 1.6 |
| NTC various funds, Chicago 2) | 374,437 | 1.5 |
| Fondita Nordic Micro Cap SR | 280,000 | 1.1 |
| SEB Investment management | 269,012 | 1.1 |
| Mellon US Tax exempt Account | 263,738 | 1.0 |
| Total | 12,108,689 | 48.2 |
| Remaining shareholders | 13,065,344 | 51.8 |
| Total | 25,174,033 | 100.0 |
1) JPM Chase NA has 13 funds with the same name and address. They have been aggregated in the table above.
2) NTC has 6 funds with the same name and address. They have been aggregated in the table above.
Ownership by categories at 31 December 2014, %
Foreign owners, 36 (36) Swedish private > 500, 29 (24) Öresund, 10 (18) Swedish private < 500, 10 (9) Swedish institutions, 9 (9) Swedish unit trusts, 6 (4)
Turnover of Bilia share
Contents
| Financial information | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | ----------------------- | -- |
| Consolidated Statement of Income and Other Comprehensive Income | 17 |
|---|---|
| Consolidated Statement of Financial Position | 19 |
| Consolidated Statement of Changes in Equity | 21 |
| Consolidated Statement of Cash Flows | 22 |
| Note | Bilia Group | IFRS standard | ||
|---|---|---|---|---|
| 1 | Key accounting principles | 24 | ||
| 2 | Revenue | IAS 18 | Revenue | 26 |
| 3 | Result from customer financing | 27 | ||
| 4 | Operating segments | IFRS 8 | Operating Segments | 27 |
| 5 | Business combinations | IFRS 3 | Business Combinations | 29 |
| 6 | Other operating income | 31 | ||
| 7 | Other operating expenses | 31 | ||
| 8 | Employees, personnel costs and remunerations for senior officers |
IAS 19 | Employee Benefits | 31 |
| 9 | Fees and cost reimbursement to auditors | 34 | ||
| 10 | Operating expenses classified by nature of expense | 34 | ||
| 11 | Net financial items | IAS 18 IAS 39 |
Revenue Financial instruments: Recognition and Measurement |
34 |
| 12 | Taxes | IAS 12 | Income Taxes | 35 |
| 13 | Earnings Per Share | IAS 33 | Earnings Per Share | 37 |
| 14 | Intangible assets | IAS 38 | Intangible Assets | 38 |
| 15 | Property, plant and equipment | IAS 16 IAS 17 |
Property, Plant and Equipment Leases |
41 |
| 16 | Interests in associated companies | IAS 28 | Investments in Associates | 44 |
| 17 | Financial investments | IAS 39 | Financial instruments: Recognition and Measurement | 45 |
| 18 | Long-term receivables and other receivables | 45 | ||
| 19 | Inventories | IAS 2 | Inventories | 45 |
| 20 | Prepaid expenses and accrued income | 45 | ||
| 21 | Interest-bearing liabilities | IAS 17 IAS 39 |
Leases Financial instruments: Recognition and Measurement |
46 |
| 22 | Pensions | IAS 19 | Employee Benefits | 47 |
| 23 | Provisions | IAS 37 | Provisions, Contingent Liabilities and Contingent Assets |
51 |
| 24 | Other liabilities | 52 | ||
| 25 | Accrued expenses and deferred income | 52 | ||
| 26 | Financial instruments | IAS 32 IAS 39 IFRS 7 IFRS 13 |
Financial Instruments: Presentation Financial Instruments: Recognition and Measurement Financial Instruments: Disclosures Fair Value Measurement |
52 |
| 27 | Financial risks and risk management | IFRS 7 IFRS 13 |
Financial Instruments: Disclosures Fair Value Measurement |
54 |
| 28 | Operating leases | IAS 17 | Leases | 58 |
| 29 | Capital commitments | IAS 16 IAS 38 |
Property, Plant and Equipment Intangible Assets |
59 |
| 30 | Pledged assets and contingent liabilities | IAS 37 | Provisions, Contingent Liabilities and Contingent Assets |
59 |
| 31 | Related parties | IAS 24 | Related Party Disclosures | 60 |
| 32 | Cash and cash equivalents and specifications for cash flows |
IAS 7 | Statement of Cash Flows | 60 |
| 33 | Events after the balance sheet date | IAS 10 | Events After the Reporting Period | 61 |
| 34 | Information about Parent Company | 61 | ||
| Income Statement for Parent Company Balance Sheet for Parent Company Statement of Changes in Equity for Parent Company Cash Flow Statement for Parent Company |
62 63 65 66 |
|||
| Notes to the Parent Company Financial Statements | 67 |
Consolidated Statement of Income and Other Comprehensive Income
| SEK M | Note | 2014 | 2013 |
|---|---|---|---|
| Group | |||
| Net turnover | 2, 3, 4, 5 | 19,473 | 17,656 |
| Cost of goods sold | 3, 5, 10, 19 | –16,421 | –14,883 |
| Gross profit | 3,052 | 2,773 | |
| Other operating income | 6 | 20 | 11 |
| Selling expenses | 10 | –2,063 | –1,958 |
| Administrative expenses | 9, 10 | –454 | –428 |
| Other operating expenses | 7, 10 | –55 | –30 |
| Operating profit | 4, 8, 28 | 500 | 368 |
| Financial income | 6 | 34 | |
| Financial expenses | –44 | –70 | |
| Share in profits of associated companies | 16 | 26 | 35 |
| Net financial items | 11 | –12 | –1 |
| Profit before tax | 488 | 367 | |
| Tax | 12 | –103 | –77 |
| Net profit for the year | 385 | 290 | |
| Other comprehensive income/loss Items that cannot be reclassified to profit or loss |
|||
| Revaluation of defined-benefit pension plans | 22 | –172 | 75 |
| Tax attributable to items that cannot be reclassified to profit or loss | 12 | 39 | –17 |
| –133 | 58 | ||
| Items that can be reclassified to profit or loss | |||
| Translation differences attributable to foreign operations | –1 | –31 | |
| –1 | –31 | ||
| Other comprehensive income after tax | –134 | 27 | |
| Comprehensive income for the year | 251 | 317 | |
| Net profit for the year attributable to: | |||
| Parent Company's shareholders | 385 | 290 | |
| Comprehensive income for the year attributable to: | |||
| Parent Company's shareholders | 251 | 317 | |
| Earnings per share, SEK | 13 | ||
| Basic earnings per share | 15.35 | 11.70 | |
| Diluted earnings per share | 15.15 | 11.55 | |
| Performance analysis | |
|---|---|
| Operating profit | Profit before tax | |||
|---|---|---|---|---|
| SEK M | 2014 | 2013 | 2014 | 2013 |
| Profit excluding items affecting comparability | 538 | 395 | 526 | 394 |
| Items affecting comparability | ||||
| Gain from sale of operation, other | 13 | 2 | 13 | 2 |
| Structural costs etc. | –47 | –25 | –47 | –25 |
| Impairment loss | –4 | –4 | –4 | –4 |
| Accounting profit | 500 | 368 | 488 | 367 |
Comments onConsolidated Statement of Income and Other Comprehensive Income
Net turnover
Net turnover increased by SEK 1,817 M during the year and amounted to SEK 19,473 M (17,656). If turnover is adjusted for comparable operations and exchange rate changes, the increase is 9 per cent or about SEK 1,660 M. The increase is mainly attributable to increased car sales.
Net turnover amounted to SEK 4,253 M (4,050), an increase of SEK 203 M or 5 per cent. If turnover is adjusted for comparable operations and exchange rate changes, the increase is 3 per cent or about SEK 120 M. The underlying increase in net turnover in Sweden was 4 per cent (5) and in Norway 4 per cent (3), while it decreased by 11 per cent (decrease: 15) in Denmark.
Net turnover in the Car Business increased by SEK 1,691 M to SEK 14,945 M (13,254). If net turnover is adjusted for comparable operations and exchange rate changes, the increase was about SEK 1,600 M or 12 per cent. Underlying net turnover increased by 16 per cent (3) in Sweden and 7 per cent in Norway (decrease: 1), while net turnover in Denmark was unchanged (decrease: 9).
Net turnover in the Fuel Business decreased by SEK 16 M to SEK 1,051 M or 1 per cent. If net turnover is adjusted for comparable operations and exchange rate changes, the decrease was SEK 6 M or 1 per cent. Net turnover decreased by 1 per cent (decrease: 7) in Sweden.
Revenues from customer financing amounted to SEK 405 M (356), an increase of SEK 49 M or 14 per cent. Revenues from long-term leases increased by SEK 20 M (decrease: 35), while commissions from finance companies increased by SEK 29 M (17).
Operating profit
The Group's operating profit amounted to SEK 500 M (368), an increase of SEK 132 M, while the operating margin increased to 2.6 per cent (2.1).
Operating profit excluding items affecting comparability increased by 36 per cent, amounting to SEK 538 M (395), while the operating margin increased to 2.8 per cent (2.2).
In Sweden, operating profit in the Car Business increased by SEK 116 M to SEK 458 M (342), in Norway by SEK 31 M to SEK 147 M, and in Denmark by SEK 4 M to a loss of SEK 16 M (loss: 20). The operating margin in Sweden amounted to 3.5 per cent (3.0), in Norway to 2.8 per cent (2.3) and in Denmark to –1.5 per cent (–2.0).
The operating loss for the Parent Company amounted to SEK 50 M (loss: 45).
Operating profit in the Service Business increased by SEK 64 M to SEK 415 M (351). The main cause of the increase was higher sales and a slightly higher gross profit margin.
Operating profit in the Car Business amounted to SEK 156 M (67), an increase of SEK 89 M. The increase is attributed to higher sales of new cars in particular and lower costs in relation to turnover.
The Fuel Business's operating profit amounted to SEK 18 M (20). Lower turnover is the main reason for the decrease.
The Service Business's operating margin increased to 9.8 per cent (8.7), while the Car Business's operating margin increased to 1.0 per cent (0.5). Deliveries in the Car Business increased by 16 per cent (3). Adjusted for comparable units, the increase was 14 per cent. Orders received increased by 15 per cent (7), and the order backlog increased by 14 per cent or 848 cars and amounted to 6,871 at year-end.
Net financial items
Net financial items amounted to SEK –12 M (–1). The poorer net result is mainly attributable to lower income from associated companies, due to an earnings-related non-recurring effect during 2013 when the corporate income tax rate in Sweden was lowered from 26.3 per cent to 22.0 per cent.
Profit before tax
Profit before tax increased by 33 per cent, amounting to SEK 488 M (367).
Profit before tax excluding items affecting comparability increased by SEK 132 M, amounting to SEK 526 M (394).
Tax for the year
Tax for the year amounted to SEK –103 M (–77). If the tax-free share in the profits of associated companies and the gain from property sales are excluded, the tax rate is 23 per cent (23) .
Net profit for the year
Net profit for the year amounted to SEK 385 M (290). This is equivalent to basic earnings per share (before dilution) of SEK 15.35 (11.70), based on a weighted number of outstanding shares. After dilution, earnings per share amounts to SEK 15.15 (11.55). The profit margin amounted to 2.0 per cent (1.6).
Other comprehensive income/loss
Other comprehensive income/loss amounted to a loss of SEK 134 M (income: 27) and is attributable to revaluation of defined-benefit pension plans by SEK –172 M (75), tax attributable to items affecting comparability that cannot be reclassified to profit or loss of SEK 39 M (–17) and translation differences attributable to foreign operations of SEK –1 M (31).
Comprehensive income for the year
Comprehensive income for the year amounted to SEK 251 M (317).
Items affecting comparability
Items affecting comparability had a net effect on the profit of SEK –38 M (–27). The gain from the sale of an operation amounted to SEK 13 M and pertains to the sale of the property company included in the acquisition of the Toyota operation in southern Sweden. Last year this item pertained to the sale of a property in Norway and amounted to SEK 2 M. Structural costs etc. pertain to a provision for rental contracts in Denmark amounting to SEK 40 M and structural costs amounting to SEK 7 M. Last year, structural costs etc. amounted to SEK 25 M and pertained to measures to reduce future costs by SEK 18 M plus revaluation of reserves by SEK –7 M for structural costs recognised in the Danish operation during 2012. The impairment loss pertains to a cooperative unit (a workshop) where the carrying amount exceeded the value obtained from an external market valuation by SEK 4 M. Last year this item pertained to impairment of land in Denmark in the amount of SEK 4 M.
Return on capital employed excluding items affecting comparability amounted to 21.2 per cent (18.7).
Consolidated Statement of Financial Position
| SEK M | Note | 31/12 2014 | 31/12 2013 |
|---|---|---|---|
| Assets | 5, 26, 29 | ||
| Non-current assets | |||
| Intangible assets | 14 | ||
| Intellectual property | 177 | 190 | |
| Goodwill | 259 | 259 | |
| 436 | 449 | ||
| Property, plant and equipment | 15 | ||
| Land and buildings | 100 | 94 | |
| Construction in progress | 7 | 8 | |
| Equipment, tools, fixtures and fittings | 321 | 297 | |
| Leased vehicles | 1,637 | 1,389 | |
| 2,065 | 1,788 | ||
| Long-term investments | |||
| Interests in associated companies | 16 | 370 | 348 |
| Financial investments | 17 | 11 | 14 |
| Long-term receivables | 18 | 25 | 27 |
| 406 | 389 | ||
| Deferred tax assets | 12 | 118 | 66 |
| Total non-current assets | 3,025 | 2,692 | |
| Current assets | |||
| Inventories | |||
| Merchandise | 19 | 2,250 | 2,268 |
| Current receivables | |||
| Current tax assets | 12 | 24 | 19 |
| Trade receivables | 27 | 722 | 663 |
| Prepaid expenses and accrued income | 20 | 196 | 209 |
| Other receivables | 18, 27 | 122 | 89 |
| Cash and cash equivalents | 27, 32 | 616 | 155 |
| 1,680 | 1,135 | ||
| Total current assets | 3,930 | 3,403 | |
| Total assets | 4 | 6,955 | 6,095 |
Consolidated Statement of Financial Position
| SEK M | Note | 31/12 2014 | 31/12 2013 |
|---|---|---|---|
| Equity and liabilities | 5, 26, 29 | ||
| Equity | |||
| Share capital | 252 | 251 | |
| Other contributed capital | 47 | 47 | |
| Reserves | –54 | –53 | |
| Retained earnings including net profit for the year | 1,604 | 1,578 | |
| Total equity | 1,849 | 1,823 | |
| Non-current liabilities | |||
| Debenture loan | 21, 27 | 28 | 28 |
| Non-current interest-bearing liabilities | 21, 27 | 64 | 122 |
| Other non-current liabilities | 24 | 920 | 603 |
| Provisions for pensions | 22 | 721 | 530 |
| Other provisions | 23 | 94 | 19 |
| Deferred tax liabilities | 12 | 129 | 109 |
| Total non-current liabilities | 1,956 | 1,411 | |
| Current liabilities | |||
| Current interest-bearing liabilities | 21, 27 | 188 | 162 |
| Trade payables | 27 | 1,404 | 1,228 |
| Current tax liabilities | 48 | 52 | |
| Other liabilities | 24, 27 | 802 | 772 |
| Accrued expenses and deferred income | 25 | 694 | 610 |
| Other provisions | 23 | 14 | 37 |
| Total current liabilities | 3,150 | 2,861 | |
| Total liabilities | 5,106 | 4,272 | |
| Total equity and liabilities | 4 | 6,955 | 6,095 |
| Pledged assets and contingent liabilities for the Group | |||
| Pledged assets | 30 | 1,122 | 1,104 |
| Contingent liabilities | 30 | 4,577 | 4,155 |
Comments onthe Consolidated Statement of Financial Position
The Group's balance sheet total amounted to SEK 6,955 M (6,095), an increase of SEK 860 M. Cash and cash equivalents increased by SEK 461 M and leased vehicles increased by SEK 248 M, which were the main reasons for the increase.
Financing
The definition of net debt/receivable has been changed. Share in profits of associated companies, which has been recognised in net financial items and as a financial investment in the Consolidated Statement of Financial Position, has been reclassified and included among interest-bearing assets. Furthermore, short-term leases, which have been recognised in the Consolidated Statement of Financial Position under leased vehicles, have also been reclassified and excluded from interest-bearing assets. The net effect of the above changes has reduced net debt by SEK 177 M as of year-end 2014. Net debt decreased by SEK 330 M during the year, amounting to SEK –70 M, a net receivable. At year-end 2014, the Group had a positive bank balance of SEK 550 M (49). The ratio of net debt to equity was –0.04, compared with 0.14 last year.
Equity
Equity amounted to SEK 1,849 M (1,823), an increase of SEK 26 M. Dividends of SEK 226 M were paid to shareholders during the year. Comprehensive income for the year of SEK 251 M is included, and exercised warrants have resulted in a new issue of SEK 1 M. See the Consolidated Statement of Changes in Equity for details on the change in equity.
Key figures
Return on capital employed amounted to 19.8 per cent (17.7). The Group's goal is 14 per cent. Return on equity amounted to 21.0 per cent (17.0). The Group's goal is 15 per cent.
The rate of capital turnover was unchanged from with last year at a multiple of 3.06, and the rate of turnover of capital employed was also unchanged from last year at a multiple of 7.1.
The equity/assets ratio amounted to 26.6 per cent (29.9).
Equity per share before dilution amounted to SEK 73.40 (72.50), based on 25,174,033 shares outstanding (25,139,592).
Consolidated Statement of Changes in Equity
| SEK M | Number of shares |
Share capital | Other contributed capital |
Reserves, translation reserve |
Retained earnings incl. net profit for the year |
Total equity |
|---|---|---|---|---|---|---|
| Opening equity 1 Jan. 2013 | 25,114,099 | 251 | 47 | –22 | 1,310 | 1,586 |
| Comprehensive income for the year | ||||||
| Net profit for the year | — | — | — | — | 290 | 290 |
| Other comprehensive income/loss for the year | — | — | — | –31 | 58 | 27 |
| Total comprehensive income/loss for the year | — | — | — | –31 | 348 | 317 |
| Transactions with the Group's owners | ||||||
| Disposal of own shares | — | — | — | — | 68 | 68 |
| Exercised warrants | 25,493 | 0 | 0 | — | — | 0 |
| Dividend (SEK 6.00 per share) | — | — | — | — | –148 | –148 |
| Total transactions with the Group's owners | 25,493 | 0 | 0 | — | –80 | –80 |
| Closing equity 31 Dec. 2013 | 25,139,592 | 251 | 47 | –53 | 1,578 | 1,823 |
| Opening equity 1 Jan. 2014 | 25,139,592 | 251 | 47 | –53 | 1,578 | 1,823 |
| Comprehensive income for the year | ||||||
| Net profit for the year | — | — | — | — | 385 | 385 |
| Other comprehensive income/loss for the year | — | — | — | –1 | –133 | –134 |
| Total comprehensive income/loss for the year | — | — | — | –1 | 252 | 251 |
| Transactions with the Group's owners | ||||||
| Exercised warrants | 34,441 | 1 | 0 | — | — | 1 |
| Dividend (SEK 9.00 per share) | — | — | — | — | –226 | –226 |
| Total transactions with the Group's owners | 34,441 | 1 | 0 | — | –226 | –225 |
| Closing equity 31 Dec. 2014 | 25,174,033 | 252 | 47 | –54 | 1,604 | 1,849 |
Other contributed capital
When shares are issued at a premium, i.e. when the price paid for the shares is more than their quotient value, an amount corresponding to the amount obtained in excess of the shares' quotient value shall be posted to "Other contributed capital".
Translation reserve
The translation reserve includes all exchange rate differences that arise when translating the financial statements of foreign entities that have prepared their financial statements in another currency than the currency in which the consolidated financial statements are presented. The Parent Company and the Group present their financial statements in Swedish kronor. The equity items in foreign entities are recognised at the historical rate.
| Reconciliation, translation reserve | 2014 | 2013 |
|---|---|---|
| Opening translation reserve | –53 | –22 |
| Exchange rate difference for the year | –1 | –31 |
| Closing translation reserve | –54 | –53 |
Retained earnings including net profit for the year
Retained earnings including net profit for the year includes earnings in the Parent Company and its subsidiaries. Previous provision to the statutory reserve, including transferred share premium reserves, is included in this equity item.
Equity
Buy-back of own shares
Acquisition of own shares is recognised as a deduction from equity. Any transaction costs are recognised directly in equity.
Dividends
Dividends are recognised as a liability after the AGM has approved the dividend.
Consolidated Statement of Cash Flows
| SEK M | Note | 2014 | 2013 |
|---|---|---|---|
| Operating activities | 32 | ||
| Profit before tax | 488 | 367 | |
| Depreciation/amortisation and impairment losses | 349 | 330 | |
| Other items not affecting cash | 10 | –30 | |
| Tax paid | –106 | –65 | |
| Cash flow from operating activities before change in working capital | 741 | 602 | |
| Change in inventories | 70 | –286 | |
| Change in operating receivables | –67 | –58 | |
| Change in operating liabilities | 555 | 115 | |
| Cash flow from operating activities | 1,299 | 373 | |
| Investing activities | |||
| Acquisition of non-current assets (tangible and intangible) | –195 | –105 | |
| Disposal of non-current assets (tangible and intangible) | 78 | 4 | |
| Acquisition of leased vehicles | –1,105 | –700 | |
| Disposal of leased vehicles | 671 | 511 | |
| Operating cash flow | 748 | 83 | |
| Investment in financial assets | –7 | 0 | |
| Disposal of financial assets | 8 | 27 | |
| Acquisition of subsidiary/operation, net | –42 | –27 | |
| Disposal of subsidiary/operation, net | 8 | 35 | |
| Cash flow after net investments | 715 | 118 | |
| Financing activities | |||
| Borrowings | 400 | — | |
| Repayment of loans | –400 | — | |
| Change in overdraft facility | –29 | 55 | |
| Exercised warrants | 1 | 0 | |
| Disposal of own shares | — | 68 | |
| Dividend paid to Parent Company's shareholders | –226 | –148 | |
| Cash flow from financing activities | –254 | –25 | |
| Change in cash and cash equivalents, excluding translation differences | 461 | 93 | |
| Exchange difference in cash and cash equivalents | 0 | 0 | |
| Change in cash and cash equivalents | 461 | 93 | |
| Cash and cash equivalents at start of year | 155 | 62 | |
| Cash and cash equivalents at year-end | 616 | 155 |
Comments on the Consolidated Statement of Cash Flows
Operating activities
Cash flow from operating activities, before change in working capital, amounted to SEK 741 M (602). Profit before tax increased by SEK 121 M and was the main reason for the change.
Change in working capital increased the cash flow by SEK 558 M (decrease: 229). An increase in trade payables and other operating liabilities was the main reason for the change during the year.
Investing activities
Net acquisitions and disposals of non-current assets and leased vehicles amounted to SEK –551 M (–290). Net investments in noncurrent assets increased by SEK 117 M, while net investments in leased vehicles increased by SEK 434 M.
Operating cash flow
Operating cash flow amounted to SEK 748 M, compared with SEK 83 M last year.
Cash flow after net investments
Cash flow after net investments amounted to SEK 715 M (118). The net effect on cash flow of acquisition and disposal of operations was SEK –34 M (8).
Net debt/receivable
The net receivable amounted to SEK 70 M as compared to a net debt last year of SEK 260 M, equivalent to a decrease in net debt of SEK 330 M.
Specification of change in interest-bearing net debt/receivable:
| 2014 | 2013 | |
|---|---|---|
| Net debt at start of year 260,438 | 260 | 438 |
| Increase(+)/decrease(-) of current interest-bearing liabilities |
26 | –37 |
| Increase(+)/decrease(-) of non-current interest bearing liabilities |
–58 | 24 |
| Increase(+)/decrease(-) of pension liabilities | 161 | –49 |
| Increase(-)/decrease(+) of cash and cash equivalents | –461 | –93 |
| Increase(-)/decrease(+) of interest-bearing assets | 1 | 26 |
| Increase(-)/decrease(+) of interests in associated companies Increase(-)/decrease(+) of non-current leased |
–22 | –31 |
| assets | 23 | –18 |
| Net debt(+)/receivable(-) at start of year | –70 | 260 |
Notes to the Consolidated Financial Statements
Amounts in SEK M unless otherwise stated.
Note 1 Key accounting principles
The consolidated accounts have been prepared in accordance with International Financial Accounting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the EU. Furthermore, the Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Groups has been applied.
The Group accounting principles have been consistently applied to all periods presented in the consolidated financial statements, unless otherwise stated below.
The annual accounts and the consolidated accounts were approved for publication by the Board of Directors and the Managing Director on 11 March 2015. The Consolidated Statement of Income and Other Comprehensive Income, the Statement of Financial Position and the Parent Company Income Statement and Balance Sheet will be subject to adoption at the Annual General Meeting (AGM) on 14 April 2015.
Bilia describes the accounting principles in connection with each note for the purpose of providing a better understanding of the accounting area in question. Bilia focuses on describing the accounting choices that have been made within the framework of the applicable IFRS principle and avoids repeating the text of the standard unless it is considered particularly important for an understanding of the content of the note.
Valuation criteria applied in preparation of Parent Company and consolidated financial statements
Assets and liabilities are measured at cost, except for certain financial assets and liabilities, which are measured at fair value. Financial assets and liabilities that are measured at fair value consist of derivative instruments measured at fair value through profit or loss and available-for-sale financial assets.
Functional currency and reporting currency
The Parent Company's functional currency is the Swedish krona, which is also the reporting currency for the Parent Company and the Group. This means that the financial statements are presented in Swedish kronor.
Revised accounting principles
New and revised IFRSs with application as from 2014 have not had any significant effect on the consolidated accounts.
New IFRS standards that have not yet begun to be applied
A number of new or revised IFRSs do not enter into effect until during the coming financial year and have not been applied in the preparation of these financial statements. New or amended provisions with future application are not planned to be applied prospectively. IFRS 15 Revenue from Contracts with Customers. The purpose of a new revenue standard is to have a single principle-based standard for all sectors that will replace existing standards and statements regarding revenue. IFRS 15 enters into force in 2017, and earlier application is permitted providing the EU has adopted the standard. The EU is expected to approve IFRS 15 during the second quarter of 2015. The effects of IFRS 15 have not yet been evaluated. Other
coming changes are not judged to have any significant effect on the financial statements.
Presentation etc.
Non-current assets and non-current liabilities consist for the most part of amounts that are expected to be recovered or paid more than twelve months after the balance sheet date. Current assets and short-term liabilities consist for the most part of amounts that are expected to be recovered or paid within twelve months of the balance sheet date.
Consolidation principles
The consolidated accounts are prepared according to the principles set forth in IFRS 10 Consolidated Financial Statements and IAS 27 Separate Financial Statements. Intra-Group transactions and profits from transactions with associated companies are eliminated. The consolidated accounts include the Parent Company, subsidiaries and associated companies.
By "subsidiaries" is meant companies in which Bilia owns more than 50 percent of the voting rights or over which it otherwise exercises a controlling influence.
By "associated companies" is meant companies over which Bilia has a significant influence, in the normal case when Bilia's holding corresponds to more than 20 per cent but less than 50 per cent of the voting rights. Holdings in associated companies are reported according to the equity method.
In cases where the subsidiaries' and the associated companies' accounting principles do not agree with the Group's accounting principles, adjustments have been made to the Group's accounting principles.
Transactions eliminated on consolidation
Intra-Group receivables and liabilities, revenue or expenses and unrealised profits or losses arising from intra-Group transactions between subsidiaries are eliminated in their entirety when the consolidated accounts are prepared.
Financial statements of foreign entities
IAS 21 The Effects of Changes in Foreign Exchange Rates is applied for translation of the financial statements of foreign entities.
Assets and liabilities in foreign entities, including goodwill and other corporate fair value adjustments, are translated to Swedish kronor at the rate prevailing on the balance sheet date. Revenue and expenses in foreign entities are translated to Swedish currency at an average rate which constitutes an approximation of the rates prevailing at the time of the transaction. Translation differences that arise when translating the accounts of foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity, called the translation reserve.
On disposal of a foreign entity, the cumulative translation differences attributable to the foreign equity are realised, whereby they are reclassified from the translation reserve in equity to profit or loss for the year.
Transactions in foreign currencies
IAS 21 The Effects of Changes in Foreign Exchange Rates is applied for translation of the financial statements of foreign entities.
Transactions in foreign currencies are translated to the functional currency at the exchange rate prevailing on the transaction date. Monetary assets and liabilities in foreign currencies are translated to the functional currency at the rate prevailing on the balance sheet date. Exchange rate differences arising from translations are recognised in profit or loss for the year. Non-monetary assets and liabilities recognised at cost are translated at the exchange rate prevailing at the time of the transaction.
Accounting estimates and judgements in the financial statements
Preparing the financial statements in accordance with IFRS requires management to make accounting estimates and judgements as well as assumptions that influence the application of the accounting principles and the carrying amounts of assets, liabilities, revenue and expenses. Actual outcomes may differ from these estimates and judgements.
The estimates and judgements are regularly reviewed. Changes in estimates are reported in the period in which the change is made if the change affects only that period, or in the period in which the change is made and future periods if the change affects both the current and future periods.
Judgements by management related to the application of IFRSs that have a significant impact on the financial statements and estimates that may entail significant adjustments in the financial statements of subsequent years are presented in notes. The following table shows in which notes management's estimates and judgements are presented.
| Source of uncertainty | Note | |
|---|---|---|
| Goodwill | 14 | Intangible assets |
| Leases | 15, 24, 25 | Property, plant and equipment, other liabilities, accrued expenses and deferred income |
| Valuation of used cars | 19 | Inventories |
| Pensions | 22 | Pensions |
| Service subscriptions | 24 | Other liabilities |
Note 2 Revenue
➤ Accounting principle
Bilia applies IAS 18 Revenue in accounting for revenue.
Sale of goods
Revenue from the sale of goods is recognised in profit or loss for the year when the significant risks and rewards of ownership have been transferred to the buyer. The revenue is recognised at the fair value of what has been received or is expected to be received. Revenue is not recognised if it is probable that the economic benefits will not flow to the Group. If considerable uncertainty exists regarding payment, associated costs or the risk of returns, revenue is not recognised.
In cases where the sale of a product is combined with a future repurchase commitment at a guaranteed residual value (repurchase agreement), the transaction is reported as an operating lease, provided that Bilia retains significant risks. The revenue from the transaction is not recognised at the time of sale, but is allocated on a straight-line basis from the time of sale to the time of repurchase. Up until the time of repurchase, this sale is recognised as other liabilities, "liability pertaining to cars sold with repurchase agreements", and the profit is recognised as deferred income.
Rendering of services
Revenue from the rendering of services is recognised when the service is rendered. Revenue from the rendering of services is recognised in profit or loss for the year based on the stage of completion on the balance sheet date (percentage-of-completion method). The stage of completion is determined by an assessment of services rendered and material employed at the balance sheet date.
Leasing of cars
Revenue from leased vehicles is recognised on a straight-line basis during the lease period.
Commissions on transferred financial assets
Commissions on transferred financial assets are recognised on a straight-line basis during the lease period and are calculated on the outstanding instalment and lease portfolios for which recourse liability exists.
Customer loyalty programme
Bilia's customers can participate in a customer loyalty programme. The customer receives vouchers for future purchases based on purchases made during previous periods. Not all issued vouchers are redeemed, however. Every sale under the loyalty programme is reduced by the fair value of future voucher redemptions. The customer's probable future voucher redemptions are then taken into consideration.
➤ Important accounting estimates and judgements Repurchase agreements
Bilia sometimes enters into repurchase agreements entailing that Bilia undertakes to buy back a sold good at a preguaranteed residual value. These agreements are recognised as operating leases. The agreements entail that Bilia has a residual value risk in that Bilia may be forced in the future to dispose of used cars at a loss if the value of these cars is less than had been foreseen when the agreement was entered into. Judgements are regularly made regarding a future net realizable value for these vehicles. If the residual value is less than the net realizable value, this is adjusted by depreciation or impairment of the value of the assets to the extent the shortfall cannot be offset by future unrealised revenue. These vehicles are recognised as leased vehicles, see Note 15 "Property, plant and equipment," and as liability, see Note 24 "Other liabilities". Future unrealised revenue amounted at year-end to SEK 66 M (58), see Note 25 "Accrued expenses and deferred income".
| 2014 | 2013 | |
|---|---|---|
| Net turnover | ||
| Workshop | 1,888 | 1,790 |
| Spare parts | 2,338 | 2,232 |
| Other | 27 | 28 |
| Total Service Business | 4,253 | 4,050 |
| Sale of goods | 14,415 | 12,771 |
| Rental income repurchase agreements and rental cars | 353 | 335 |
| Commissions | 177 | 148 |
| Total Car Business | 14,945 | 13,254 |
| Fuels | 1,051 | 1,067 |
| Total Fuel Business | 1,051 | 1,067 |
| Rental income | 249 | 229 |
| IT and training services | 124 | 121 |
| Eliminations | –1,149 | –1,065 |
| Total | 19,473 | 17,656 |
Note 3 Result from customer financing
Result from customer financing consists of the Finance Business and repurchase agreements.
finance companies, and other commissions associated with financing that has been transferred to finance companies.
The Finance Business consists of long-term leases, hire purchase contracts, current net return on financial contracts transferred to
| 2014 | 2013 | |
|---|---|---|
| Rental income repurchase agreements | 228 | 208 |
| Commissions received from finance companies | 177 | 148 |
| Amortisation repurchase agreements | –177 | –168 |
| Impairment losses repurchase agreements | –6 | — |
| Other | –15 | –14 |
| Total | 207 | 174 |
| Of which: | ||
| Finance Business | 166 | 134 |
| Repurchase agreements | 41 | 40 |
Note 4 Operating segments
➤ Accounting principle
Bilia applies IFRS 8 Operating Segments in accounting for operating segments.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses and for which discrete financial information is available. An operating segment's operating results are regularly reviewed by the company's chief operating decision maker for the purposes of allocating resources to the segment and assessing its performance.
The Group's operations are organised in such a manner that the Group Management can review the operating profit or loss generated by the Group's different products and services. Each operating segment has a manager who is responsible for its day-to-day operations and who regularly reports the outcome of the segment's performance and its need of resources to the country manager, who is in turn a member of the Group Management. Since the Group Management reviews the operating results and makes decisions about resource allocation based on the products and services provided by the Group, these products and services constitute the Group's operating segments.
The Group's internal reporting is therefore structured so that the Group Management can review the performance and earnings of all products and services. It is on the basis of this internal reporting that the Group's segments have then been identified by subjecting the different components to a process aimed at aggregating similar segments. This means that the regions in a given country have been aggregated when they have similar economic characteristics such as similar gross profit margins, products, customers and modes of distribution, and when they operate in a similar regulatory environment.
The following seven operating segments have been identified: Service
- Sweden
- Norway
- Denmark
Service includes products and services within workshop and spare parts as well as store sales.
- Cars
- Sweden
- Norway
- Denmark
New and used cars and transport vehicles as well as supplementary services such as financing and insurance are offered in all markets.
Fuels
"Fuels" includes sales of petrol, diesel, ethanol and compressed gas. The "Fuels" segment is not subdivided geographically.
The Parent Company Bilia AB is responsible for the Group's management, strategic planning, financing, purchasing, public relations and business development. Furthermore, Bilia AB conducts training, real estate and IT activities, mainly for companies in the Group.
The Parent Company is accounted for under "segment reconciliation".
Intra-Group transactions consist primarily of lending, interest, and property and IT activities. Other transactions between Group companies are of a marginal scope. Internal prices between the different segments of the Group are set based on the assumption of arm's length transactions between knowledgeable, willing parties. Interest rates are based on Bilia AB's borrowing rate at any given time plus a small margin.
The segment's earnings include directly attributable items and items that can be allocated among the segments in a reasonable and reliable manner. Segment reconciliation consists of general administrative expenses where all items are attributable to the Parent Company.
The segments' investments in property, plant and equipment and intangible assets include all investments except investments in expendable equipment and equipment of minor value.
Note 4 cont'd.
| Group's operating segments | Cars Service |
Fuels | Total Cars |
Segment reconciliation |
Group | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Net turnover | ||||||||||||
| External sales | 3,465 | 3,330 | 14,945 13,254 | 1,051 1,067 19,461 17,651 | 12 | 5 19,473 17,656 | ||||||
| Internal sales | 788 | 720 | 788 | 720 | –788 | –720 | — | — | ||||
| Total net turnover | 4,253 | 4,050 | 14,945 13,254 | 1,051 1,067 20,249 18,371 | –776 | –715 19,473 17,656 | ||||||
| Depreciation/amortisation | –51 | –55 | –262 | –250 | –5 | –5 | –318 | –310 | –21 | –16 | –339 | –326 |
| Operating profit/loss | 415 | 351 | 156 | 67 | 18 | 20 | 589 | 438 | –89 | –70 | 500 | 368 |
| Interest income | 6 | 34 | ||||||||||
| Interest expenses | –44 | –70 | ||||||||||
| Share in profits of associated companies | 26 | 35 | 26 | 35 | 26 | 35 | ||||||
| Profit before tax | 488 | 367 | ||||||||||
| Tax expense for the year | –103 | –77 | ||||||||||
| Net profit for the year | 385 | 290 | ||||||||||
| Material items of income and expense of a non-recurring nature recognised in the Statement of Income and Other Comprehensive Income: Items affecting comparability |
||||||||||||
| – Gain from sale of operation, other | 7 | 2 | 6 | 0 | 13 | 2 | 13 | 2 | ||||
| – Structural costs etc. | –26 | –19 | –21 | –6 | –47 | –25 | –47 | –25 | ||||
| – Impairment losses | –4 | –2 | 0 | –2 | –4 | –4 | –4 | –4 | ||||
| Items of a non-recurring nature | –23 | –19 | –15 | –8 | — | — | –38 | –27 | — | — | –38 | –27 |
| Material items not affecting cash besides depreciation/amortisation: |
||||||||||||
| Other | –52 | –31 | 12 | –40 | –3 | –1 | –43 | –72 | –3 | –2 | –46 | –74 |
| Total | –52 | –31 | 12 | –40 | –3 | –1 | –43 | –72 | –3 | –2 | –46 | –74 |
| Assets | ||||||||||||
| Interests in associated companies | 370 | 348 | 370 | 348 | 370 | 348 | ||||||
| Deferred tax assets | 118 | 66 | ||||||||||
| Other assets | 6,467 | 5,681 | ||||||||||
| Total assets | 370 | 348 | 370 | 348 | 6,955 | 6,095 | ||||||
| Investments in non-current assets | 101 | 57 | 1,161 | 715 | 4 | 2 | 1,266 | 774 | 34 | 31 | 1,300 | 805 |
| Liabilities | ||||||||||||
| Equity | 1,849 | 1,823 | ||||||||||
| Liabilities | 5,106 | 4,272 | ||||||||||
| Total liabilities and equity | 6,955 | 6,095 |
| Revenue from external customers |
Non-current assets |
|||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Geographical segments | ||||
| Sweden | 13,123 | 11,574 | 2,960 | 2,719 |
| Norway | 5,324 | 5,087 | 528 | 538 |
| Denmark | 1,027 | 997 | 91 | 85 |
| Segment reconciliation | –1 | –2 | –672 | –716 |
| Total | 19,473 | 17,656 | 2,907 | 2,626 |
| Service | Cars | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sweden | Norway | Denmark | Sweden | Norway | Denmark | |||||||
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Net turnover | ||||||||||||
| External sales | 2,414 2,299 | 837 | 810 | 214 | 221 | 9,645 8,212 | 4,487 4,266 | 813 | 776 | |||
| Internal sales | 486 | 439 | 244 | 212 | 58 | 69 | ||||||
| Total net turnover | 2,900 2,738 | 1,081 1,022 | 272 | 290 | 9,645 8,212 | 4,487 4,266 | 813 | 776 | ||||
| Depreciation/amortisation | –40 | –45 | –8 | –7 | –3 | –3 | –231 | –219 | –25 | –26 | –6 | –5 |
| Operating profit/loss | 319 | 283 | 83 | 60 | 13 | 8 | 121 | 38 | 64 | 57 | –29 | –28 |
| Share in profits of associated companies | 26 | 35 | ||||||||||
| Material items of income and expense of a non-recurring nature recognised in the Statement of Income and Other Comprehensive Income: Items affecting comparability |
||||||||||||
| – Gain from sale of operation, other | 7 | 2 | 6 | 0 | ||||||||
| – Structural costs etc. | –7 | –3 | –26 | –9 | –2 | –3 | –21 | –1 | ||||
| – Impairment losses | –4 | –2 | –2 | |||||||||
| Items of a non-recurring nature | 3 | –7 | — | –1 | –26 | –11 | 6 | –2 | — | –3 | –21 | –3 |
| Material items not affecting cash besides depreciation/amortisation: |
||||||||||||
| Other | –41 | –31 | –4 | –2 | –7 | 2 | –23 | –23 | 3 | 1 | 32 | –18 |
| Total | –41 | –31 | –4 | –2 | –7 | 2 | –23 | –23 | 3 | 1 | 32 | –18 |
| Assets | ||||||||||||
| Interests in associated companies | 370 | 348 | ||||||||||
| Investments in non-current assets | 88 | 37 | 12 | 16 | 1 | 4 | 936 | 621 | 100 | 5 | 105 | 89 |
Note 5 Business combinations
➤ Accounting principle
Bilia applies IFRS 3 Business Combinations in accounting for acquisitions.
All acquisitions are accounted for by the acquisition method. The acquisition method entails that acquisition of a subsidiary is regarded as a transaction whereby the Group indirectly acquires the subsidiary's assets and assumes its liabilities. The acquisition analysis establishes the acquisition-date fair value of acquired identifiable assets and assumed liabilities as well as any non-controlling interests. Transaction costs that arise are recognised directly in profit or loss for the year. Transaction costs attributable to acquisitions occurring prior to 1 January 2010 have been included in the acquisition cost.
In business combinations where the fair value of the consider-
ation transferred exceeds the fair value of net identifiable assets acquired and liabilities assumed that are accounted for separately, the difference is allocated between intellectual property and goodwill. When the difference is negative, the resulting gain is recognised as a bargain purchase directly in profit or loss for the year.
The consideration transferred for the acquisition of a subsidiary does not include amounts related to the settlement of preexisting business relationships. Such amounts are recognised in profit or loss.
Contingent considerations are recognised at acquisition-date fair value and are remeasured at each report date and the change is recognised in profit or loss for the year.
The financial statements of subsidiaries are included in the consolidated accounts as from the acquisition date until the date when control no longer exists.
Effects of acquisitions in 2014
Toyota's dealerships in Malmö, Trelleborg and Lund On 1 March 2014, Bilia acquired Toyota's dealership operation in Malmö, Trelleborg and Lund. During 2014, the operation contributed SEK 280 M in turnover and SEK 8 M in operating profit. On a full-year basis, this is equivalent to a turnover of SEK 330 M and an operating profit of SEK 10 M. The purchase consideration was SEK 43 M. The entire purchase consideration was paid in cash. There is no contingent purchase consideration.
The acquisition enables Bilia to expand its offering with the Toyota brand, belonging to one of the world's most successful automakers. It is further hoped that the acquisition will create op- portunities for Bilia to grow with Toyota in the countries where Bilia does business.
The acquisition is expected to give rise to synergies valued at about SEK 3 M per year, with full effect from 2015. The business has 77 employees and will continue to be operated from the present-day facilities.
There are no external transaction costs or acquisition-related expenses attributable to the acquisition.
Effects of the acquisitions
The acquisition has the following effects on the Group's assets and liabilities.
Note 5 cont'd.
| Acquiree's net assets at the acquisition date | Carrying amounts in Toyota's dealership operation |
Fair value adjustment |
Fair value recognised in Group |
|---|---|---|---|
| Intangible assets | 13 | — | 13 |
| Property, plant and equipment | 11 | 27 | 38 |
| Long-term investments | 0 | — | 0 |
| Deferred tax asset | — | 0 | 0 |
| Inventories | 39 | 0 | 39 |
| Trade receivables and other receivables | 11 | — | 11 |
| Cash and cash equivalents | 1 | — | 1 |
| Trade payables and other liabilities | 32 | 27 | 59 |
| Net identifiable assets and liabilities | 43 | 0 | 43 |
| Consolidated goodwill | 0 | ||
| Purchase consideration paid, cash | 43 | ||
| Less: Cash and cash equivalents in acquired operation | 1 | ||
| Net effect on cash and cash equivalents | 42 |
Acquired customer relations totalling SEK 13 M are recognised as intangible assets. These customer relations will be amortised over 10 years.
Effects of acquisitions in 2013
Operation in Kverneland Bil Drammen AS
On 1 April 2013, Bilia acquired the operation in Kverneland Bil Drammen AS. The operation which Bilia acquired represents Volvo and Ford and has an annual turnover of about SEK 225 M. The number of cars sold annually is around 800. The purchase consideration was SEK 25 M. There is no contingent purchase consideration.
During the year, the acquired operation was moved to Bilia's existing facility in Drammen. The merger is expected to generate considerable economies of scale, with full effect from 2014.
Acquisition-related expenses amount to SEK 0.3 M and consist of fees to consultants for due diligence. These expenses have been recognized as administrative expenses in the Statement of Income and Other Comprehensive Income.
Effects of the acquisitions
The acquisition has the following effects on the Group's assets and liabilities.
| Acquiree's net assets at date of acquisition | Carrying amounts in Kverneland's dealership operation |
Fair value adjustment |
Fair value recognised in Group |
|---|---|---|---|
| Intangible assets | — | 17 | 17 |
| Property, plant and equipment | 1 | 90 | 91 |
| Deferred tax asset | — | 1 | 1 |
| Inventories | 13 | 0 | 13 |
| Cash and cash equivalents | — | — | — |
| Trade payables and other liabilities | 2 | 94 | 96 |
| Deferred tax liability | — | 1 | 1 |
| Net identifiable assets and liabilities | 12 | 13 | 25 |
| Consolidated goodwill | — | ||
| Purchase consideration paid, cash | 25 | ||
| Less: Cash and cash equivalents in acquired operation | — | ||
| Net effect on cash and cash equivalents | 25 |
Acquired customer relations totalling SEK 16 M are recognised as intangible assets. These customer relations will be amortised over 10 years.
Note 6 Other operating income
| 2014 | 2013 | |
|---|---|---|
| Gain on disposal of non-current assets | 1 | 0 |
| Gain from sale of operation, other | 13 | 2 |
| Other | 6 | 9 |
| Total | 20 | 11 |
"Other operating income" includes items affecting comparability pertaining to SEK 13 M in gain from the sale of the property company included in the acquisition of the Toyota operation in Malmö, Trelleborg and Lund. Last year's figures include SEK 2 M in gain from the sale of a property in Norway.
Note 7 Other operating expenses
| 2014 | 2013 |
|---|---|
| –2 | –1 |
| –47 | –25 |
| –4 | –4 |
| –2 | 0 |
| –55 | –30 |
"Other operating expenses" includes items affecting comparability of SEK 47 M pertaining to structural costs in Denmark and SEK 4 M pertaining to impairment of a cooperative unit (a workshop) on Lidingö. Last year's figures include structural costs of SEK 25 M in Sweden, Norway and Denmark and SEK 4 M pertaining to impairment of land in Denmark.
Note 8 Employees, personnel costs and remunerations for senior officers
➤ Accounting principle
Bilia applies IAS 19 Employee Benefits in accounting for benefits to employees.
Short-term benefits
Short-term benefits are calculated without discounting and are recognised as a cost when the related services have been rendered.
A provision is recognised for the expected cost of profit-sharing and bonus payments when the Group has a present legal or constructive obligation to make such payments as a result of the fact that services have been rendered by employees and a reliable estimate of the obligation can be made.
Termination benefits
A cost for benefits in conjunction with termination of personnel is only recognised if the company is demonstrably committed by a formal detailed plan to terminate an employment before the normal retirement date, without a realistic possibility of withdrawal. When benefits are paid as an offer to encourage voluntary retirement, a cost is recognised if it is probable that the offer will be accepted and the number of employees that will accept the offer can be reliably estimated.
Costs for remunerations to employees
| 2014 | 2013 | |
|---|---|---|
| Wages, salaries and other remunerations | 1,571 | 1,492 |
| Pension costs 1) | 170 | 140 |
| Social security contributions | 354 | 340 |
| Total | 2,095 | 1,972 |
1) For further information see Note 22 "Pensions".
| Average number of employees | 2014 | of whom men | 2013 | of whom men | |
|---|---|---|---|---|---|
| Parent Company | |||||
| Sweden | 90 | 41 | 92 | 41 | |
| Total in Parent Company | 90 | 41 | 92 | 41 | |
| Subsidiaries Sweden |
1,996 | 1,789 | 1,929 | 1,726 | |
| Norway | 824 | 773 | 802 | 754 | |
| Denmark | 244 | 215 | 286 | 255 | |
| Total in subsidiaries | 3,064 | 2,777 | 3,017 | 2,735 | |
| Group total | 3,154 | 2,818 | 3,109 | 2,776 |
The Group Management consists of seven men and one woman (12.5 per cent women).
The Board of Directors consists of two women and eight men (20 per cent women), who are elected by the AGM. In addition there are four employee representatives, all men, two of whom are deputies.
Wages, salaries and other remunerations broken down between senior officers and other employees, plus social security contributions in the Parent Company
| 2014 | 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Parent Company | Senior officers (18 persons) |
Other employees |
Total | Senior officers (18 persons) |
Other employees |
Total | |
| Wages, salaries and other remunerations | 16 | 43 | 59 | 16 | 42 | 58 | |
| (of which bonus etc.) | (4) | (1) | (5) | (4) | (1) | (5) | |
| Social security contributions 1) | 16 | 19 | 35 | 15 | 19 | 34 | |
| (of which pension costs) 1) | (11) | (6) | (17) | (10) | (6) | (16) |
"Senior officers" includes Bilia AB's Board of Directors, 14 persons (14), including two deputies.
1) Special payroll tax on company-owned pensions is included in the amount of SEK 5 M (4). Tax expense for the year has simultaneously been reduced by SEK 5 M (4) due to increase in the value of the pensions.
Wages, salaries and other remunerations, pension costs and pension obligations for senior officers in the Group
| 2014 | 2013 | |
|---|---|---|
| Senior officers (21 persons) |
Senior officers (20 persons) |
|
| Wages, salaries and other remunerations | 24 | 22 |
| (of which bonus etc.) | (5) | (4) |
| Pension costs 1) | 13 | 11 |
| Pension obligations | 108 | 74 |
"Senior officers" includes Bilia AB's Board of Directors, 14 persons (14), including two deputies.
1) Special payroll tax on company-owned pensions is included in the amount of SEK 5 M (4). Tax expense for the year has simultaneously been reduced by SEK 5 M (4) due to increase in the value of the pensions.
Remunerations to senior officers
The Annual General Meeting approved the payment of fees to the Board of Directors and subcommittee members. Fees are payable to the chairman and members of the Audit Committee and to the chairman of the Compensation Committee. No special fee is paid to the Managing Director for his work on the Board.
tee, which proposes compensation terms for the MD and other senior officers in the Group Management. By "other senior officers in the Group Management" is meant the CFO, the Chief Legal Counsel, the Business Development and Purchasing Manager and the Financial Manager of Bilia AB, the MD of Bilia Personbilar AB, the MD of Bilia Personbil as and the MD of Bilia Personvogne A/S.
The Board of Directors has appointed the Compensation Commit-
Wages, salaries and other remunerations to senior officers, SEK '000
| Parent Company 2014 | Director's fee/Basic salary (excl. social sec. contr.) |
Bonus | Pension costs |
Other benefits |
Total | Pension obligations |
|---|---|---|---|---|---|---|
| Chairman (Mats Qviberg) | 300 | — | — | — | 300 | — |
| Board members (8) 1) (including Jan Pettersson 300) | 1,560 | — | — | — | 1,560 | — |
| Audit and Compensation Committee (4) | 125 | — | — | — | 125 | — |
| Employee representatives: | ||||||
| Appointed (2) | 70 | — | — | — | 70 | — |
| Deputies (2) | 40 | — | — | — | 40 | — |
| MD, Per Avander | 4,041 | 1,901 | 2,260 | 134 | 8,336 | 4,946 |
| Other senior officers (4) | 5,738 | 1,953 | 3,167 | 341 | 11,199 | 17,341 |
| Former senior officers (MDs) 2) | — | — | — | — | — | 97,733 |
| Total | 11,874 | 3,854 | 5,427 | 475 | 21,630 | 120,020 |
1) Jack Forsgren, Anna Engebretsen, Ingrid Jonasson Blank, Svante Paulsson, Jon Risfelt, Mats Holgerson, Jan Pettersson and Fredrik Grevelius. Four of the members are also members of the Audit and Compensation Committee.
2) Jan Pettersson (former MD) was still employed with the company and lifted a salary plus benefits (mainly company car) amounting to SEK 245,000 for non-Board duties.
Wages, salaries and other remunerations to senior officers, SEK '000
| Parent Company 2013 | Director's fee/Basic salary (excl. social sec. contr.) |
Bonus | Pension costs |
Other benefits |
Total | Pension obligations |
|---|---|---|---|---|---|---|
| Chairman (Mats Qviberg) | 300 | — | — | — | 300 | — |
| Board members (8) 1) (including Jan Pettersson 275) | 1,500 | — | — | — | 1,500 | — |
| Audit and Compensation Committee (4) | 125 | — | — | — | 125 | — |
| Employee representatives: | ||||||
| Appointed (2) | 70 | — | — | — | 70 | — |
| Deputies (2) | 40 | — | — | — | 40 | — |
| MD, Per Avander | 3,782 | 1,860 | 2,715 | 124 | 8,481 | 3,289 |
| Other senior officers (4) | 5,091 | 1,705 | 2,094 | 276 | 9,166 | 7,030 |
| Former senior officers (MDs) 2) | — | — | — | — | — | 77,260 |
| Total | 10,908 | 3,565 | 4,809 | 400 | 19,682 | 87,579 |
1) Jack Forsgren, Anna Engebretsen, Ingrid Jonasson Blank, Svante Paulsson, Jon Risfelt, Mats Holgerson, Jan Pettersson and Fredrik Grevelius. Four of the members are also members of the Audit and Compensation Committee.
2) Jan Pettersson (former MD) was still employed with the company and lifted a salary plus benefits (mainly company car) amounting to SEK 718,000 for non-Board duties.
The Chairman of the Board has not received any other remuneration aside from his director's fee. A fee of SEK 180,000 (175,000) was paid to each of the other Board members, except for the Deputy Chairman, who received SEK 300,000 (275,000). Regarding the Deputy Chairman's fee for non-Board duties, see footnote 2) under the tables above. Thus, fees totalling SEK 1,560,000 (1,500,000) were paid to the Board members elected by the AGM, in accordance with the decision of the 2014 AGM. The AGM further decided that Audit Committee Chairman Jon Risfelt should receive a fee of SEK 50,000 (50,000) and that other members of the Audit Committee (Fredrik Grevelius/Gustav Lindner and Mats Holgerson) should receive SEK 25,000 each, for a total of SEK 50,000 (50,000). The chairman of the Audit Committee (Jack Forsgren) should receive SEK 25,000 (25,000). Fees totalling SEK 110,000 (110,000) were paid to the employee representatives on the Board. Thus, the total fees paid to the Board members amounted to SEK 2,095,000 (2,035,000).
Bonus for the MD, the CFO, the Chief Legal Counsel and the Business Development and Purchasing Manager, as well as the Financial Manager, is based 50 per cent on the Group's profit and 50 per cent on Bilia Personbilar AB's profit. Bonus for the MD of Bilia Personbilar AB and the MD of Bilia Personbil as is based 20 per cent on the Group's profit and 80 per cent on the profits of the individual subsidiaries. The bonus for 2014 for the MD and other senior officers in the Group Management was maximised at 50 per cent of the individual's basic salary.
"Other benefits" pertains mainly to company cars.
Defined-contribution pension
The following agreement on pension benefits is in effect for the Managing Director.
The employee's retirement pension consists of a defined-premium pension, which means that Bilia undertakes to pay premiums to an insurance company and that the employee can determine how the insurance is designed and managed. Pension becomes payable at the age of 60 years. The pension agreement states that the employee's pension premium shall amount to 35 per cent of his pensionable salary. The pensionable salary consists of the monthly salary multiplied by 12.2 plus the bonus paid for the previous year. Pension is payable in an amount corresponding to the value of the insurance. An increase in value increases the employee's pension while a decrease in value reduces the employee's pension. The above premiums will be paid as long as Per Avander is employed as Managing Director of the company.
Pension for the Group's CFO becomes payable at the age of 60 years. The pension agreement states that the employee's pension premium shall amount to 28 per cent of his pensionable salary. The pensionable salary consists of the monthly salary multiplied by 12.2. Pension is payable in an amount corresponding to the value of the insurance at 60 years. Pension premium for supplementary old-age pension is paid in an amount corresponding to 20 per cent of the pensionable salary in excess of 30 income base amounts. The pensionable salary consists of the monthly salary multiplied by 12.2 plus an average of the past three years' bonuses. The size of the pension is based on the pension capital at retirement.
Other senior officers in the Group Management in Sweden follow the ITP plan and have a supplementary old-age pension. Pension premium for supplementary old-age pension is paid in an amount corresponding to 20 per cent of the pensionable salary in excess of 30 income base amounts. The pensionable salary consists of the monthly salary multiplied by 12.2 plus an average of the past three years' bonuses. The size of the pension is based on the pension capital at retirement. The Financial Manager of Bilia AB also has a retirement pension insurance to which a monthly premium of SEK 5,000 is paid.
Pension for the MD of the Norwegian company Bilia Personbil as becomes payable at the age of 67 years. The pension agreement states that the employee's pension premium shall amount to 6.9 per cent of his pensionable salary.
Severance pay
The employment contracts of the MD and other members of the Group Management contain special rules governing termination by the company. Four of the senior officers are entitled to 24 months' salary, less any salary received by the employee from other service during the past 12 months. In the event of significant changes in the company's ownership structure that affect the premises or content of their jobs, the four senior officers are also entitled to terminate their own employment with the right to 24 months' salary, less any salary received by the employee from other service during the past 12 months.
For information on post-employment employee benefits and equity compensation benefits, see Note 22 "Pensions" and Note 31 "Related parties".
Profit-sharing system for employees
A total of SEK 21 M (16), including payroll overhead, was allocated in the annual accounts for 2014 to cover profit shares for employees.
Note 8 cont'd.
Option programme
In December 2008, Investment AB Öresund sold call options for a total of 170,000 shares in Bilia AB to the Group Management and a number of key employees. The options expire in November 2015 and the exercise price is SEK 20.00 per share. The option programme does not entail any dilution for Bilia's shareholders. The senior officers paid SEK 2.00 per option, which was the estimated market value.
Note 9 Fees and cost reimbursement to auditors
| SEK '000 | 2014 | 2013 |
|---|---|---|
| KPMG AB Auditing assignment |
–2,129 | –2,274 |
| Auditing activities other than the auditing assignment |
–460 | –755 |
| Tax advice | –64 | –51 |
| Other assignments | –238 | –877 |
By "auditing assignment" is meant statutory audit of the annual accounts, the consolidated accounts, the accounting records and the administration of the Board of Directors and the Managing Director, plus auditing and other examination as agreed-on or contracted. This includes other tasks that are incumbent upon the company's auditor to perform plus advice or other assistance arising from observations in connection with such auditing or performance of such other tasks. All else is classified as "Auditing activities other than the auditing assignment", "Tax advice" and "Other assignments".
Note 10 Operating expenses classified by nature of expense
| 2014 | 2013 | |
|---|---|---|
| Merchandise | –15,532 | –13,979 |
| Other external expenses | –950 | –954 |
| Personnel costs | –2,111 | –2,010 |
| Depreciation/amortisation | –339 | –326 |
| Impairment losses | –10 | –4 |
| Other operating expenses | –51 | –26 |
| Total | –18,993 | –17,299 |
Note 11 Net financial items
➤ Accounting principle
Bilia applies IAS 18 Revenue and IAS 39 Financial Instruments: Recognition and Measurement in accounting for financial income.
Bilia applies IAS 39 Financial Instruments: Recognition and Measurement in accounting for financial expenses.
Financial income consists of interest income on invested funds, dividend income, gain on disposal of available-for-sale financial assets and realised or unrealised gains on hedging instruments.
Interest income on financial instruments is recognised according to the effective interest method. Dividend income is recognised when the right to receive dividend has been established. The gain or loss from sale of a financial instrument is recognised when the economic risks and rewards incidental to ownership have been transferred to the purchaser and the Group no longer has control over the instrument.
Financial expenses consist of interest expenses on loans, the effect of reversal of present value calculation of provisions, impairment of financial assets and realised or unrealised losses on hedging instruments. Borrowing costs are recognised in profit or loss with application of the effective interest method, except to the extent they are directly attributable to the acquisition, construction or production of a qualifying asset that takes a substantial period of time to get ready for its intended use or sale, in which case they are included in the cost of the assets.
Exchange gains and losses are offset.
The effective interest rate is the rate that discounts the estimated future receipts and payments through the expected life of a financial instrument to the net carrying amount of the financial asset or liability. The calculation includes all fees paid or received by the contracting parties that are a part of the effective interest, transaction costs and all other premiums or discounts.
| 2014 | 2013 |
|---|---|
| 6 | 7 |
| — | 15 |
| 0 | 12 |
| 6 | 34 |
| –21 | –22 |
| –22 | –17 |
| –1 | –22 |
| 0 | –9 |
| –44 | –70 |
| 26 | 35 |
| –12 | –1 |
1) Attributable to items measured at amortised cost.
➤ Accounting principle
Bilia applies IAS 12 Income Taxes in accounting for taxes.
Income taxes consist of current tax and deferred tax. Income taxes are recognised in profit or loss for the year except when the underlying transaction is recognised directly in other comprehensive income or in equity, whereby the associated tax effect is recognised in other comprehensive income or equity.
Current tax is tax to be paid or received with respect to the current year, with the application of tax rates that have been enacted or substantively enacted by the balance sheet date. Current tax also includes adjustments of current tax attributable to earlier periods.
Deferred tax is calculated in accordance with the balance sheet method, based on temporary differences between carrying amounts and tax bases of assets and liabilities. Temporary differences are not taken into account in goodwill on consolidation,
nor are differences that arise on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction affects neither accounting nor taxable profit. Furthermore, temporary differences attributable to interests in subsidiary and associated companies that are not expected to be reversed within the foreseeable future are not taken into account either. The valuation of deferred tax is based on how underlying assets or liabilities are expected to be realised or settled. Deferred tax is calculated using the tax rates and tax rules that have been enacted or substantively enacted by the balance sheet date.
Deferred tax assets pertaining to deductible temporary differences and tax-loss carryforwards are only recognised to the extent that it is likely that they will be able to be utilised. The value of deferred tax assets is reduced when it is no longer deemed likely that they can be utilised.
Recognised in the Statement of Income and Other Comprehensive Income
| 2014 | 2013 | |
|---|---|---|
| Current tax expense (–)/tax income (+) | ||
| Tax expense/income for the year | –104 | –80 |
| Adjustment of tax attributable to previous years | 7 | –4 |
| –97 | –84 | |
| Deferred tax expense (–)/tax income (+) | ||
| Deferred tax pertaining to temporary differences | 16 | 16 |
| Deferred tax pertaining to changed tax rate | — | 0 |
| Deferred tax pertaining to appropriations | –22 | –7 |
| Deferred tax expense resulting from utilisation of previously capitalised tax value in loss carryforwards |
0 | –2 |
| –6 | 7 | |
| Total tax expense recognised | –103 | –77 |
| 2014 | 2013 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Reconciliation of effective tax | ||||
| Profit before tax | 488 | 367 | ||
| Tax according to tax rate applicable to Parent Company | –107 | 22.0 | –81 | 22.0 |
| Effect of foreign tax rates | –5 | 1.0 | –5 | 1.3 |
| Tax attributable to previous years | 7 | –1.4 | –4 | 1.2 |
| Tax effect of non-deductible expenses | –4 | 0.9 | –11 | 3.0 |
| Tax effect of non-taxable revenues | 27 | –5.7 | 33 | –8.9 |
| Tax effect of changed tax rate | — | — | 0 | 0.0 |
| Increase in tax-loss carryforwards without corresponding capitalisation of deferred tax | –20 | 4.1 | –8 | 2.3 |
| Utilisation of previous uncapitalised tax-loss carryforwards | — | — | 0 | 0.0 |
| Standard interest on tax allocation reserve | –1 | 0.2 | –1 | 0.2 |
| Effective tax recognised | –103 | 21.1 | –77 | 21.1 |
Current tax assets amount to SEK 24 M (19) and represent the recoverable amount of current tax on the net profit for the year.
Note 12 cont'd.
| Tax attributable to other comprehensive income | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Before tax | Tax | After tax | Before tax | Tax | After tax | ||
| Revaluation of defined-benefit pension plans | –172 | 39 | –133 | 75 | –17 | 58 | |
| Translation differences for the period on translation of foreign financial statements |
–1 | — | –1 | –31 | — | –31 | |
| Other comprehensive income/loss | –173 | 39 | –134 | 44 | –17 | 27 |
Recognised in Statement of Financial Position
| Deferred tax assets and liabilities | Deferred tax asset |
Deferred tax liability |
Net | |||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Deferred tax assets and liabilities recognised | ||||||
| Deferred tax assets and liabilities are attributable to the following: | ||||||
| Intellectual property | –13 | –11 | 10 | 12 | –23 | –23 |
| Land and buildings | 1 | 1 | 2 | 1 | –1 | 0 |
| Plant and equipment | 2 | 3 | — | — | 2 | 3 |
| Leased vehicles | 11 | 3 | — | — | 11 | 3 |
| Financial investments | — | — | 1 | 2 | –1 | –2 |
| Inventories | 6 | 9 | — | — | 6 | 9 |
| Trade receivables | 1 | 1 | — | — | 1 | 1 |
| Untaxed reserves | — | — | 116 | 95 | –116 | –95 |
| Pension provisions | 99 | 52 | — | — | 99 | 52 |
| Other provisions | 10 | 7 | — | — | 10 | 7 |
| Operating liabilities | 1 | 1 | 0 | –1 | 1 | 2 |
| Tax-loss carryforwards | — | — | 0 | 0 | 0 | 0 |
| Tax assets/liabilities | 118 | 66 | 129 | 109 | –11 | –43 |
Unreported deferred taxes recoverable
Deferred tax assets pertaining to deductible temporary differences and tax-loss carryforwards have not been recognised in the Consolidated Statement of Income and Other Comprehensive Income and the Consolidated Statement of Financial Position:
Deferred tax assets attributable to temporary differences in Denmark amount to SEK 26 M (15) and previous deductible tax-loss carryforwards in Denmark amount to SEK 66 M (57).
| 2014 | 2013 | |
|---|---|---|
| Temporary differences | 26 | 15 |
| Tax-loss carryforwards | 66 | 57 |
| Total | 92 | 72 |
Deferred tax assets have not been recognised for these items, since it is uncertain whether the Group will be able to utilise them for deduction from future taxable profits.
Change in deferred tax in temporary differences and tax-loss carryforwards
| Balance as per 1 Jan. 2013 |
Recognised in profit or loss for the year |
Recognised in other total comprehensive income |
Recognised in equity |
Acquisition/ disposal of business entity |
Balance as per 31 Dec. 2013 |
|
|---|---|---|---|---|---|---|
| Intellectual property | –34 | 10 | — | — | 1 | –23 |
| Land and buildings | 0 | 0 | — | — | 0 | 0 |
| Plant and equipment | –7 | 10 | — | — | 0 | 3 |
| Leased vehicles | 4 | –2 | — | — | 1 | 3 |
| Financial investments | –2 | 0 | — | — | — | –2 |
| Inventories | 9 | 0 | — | — | 0 | 9 |
| Trade receivables | 1 | 0 | — | — | — | 1 |
| Untaxed reserves | –87 | –8 | — | — | — | –95 |
| Pension provisions | 66 | 3 | –17 | — | — | 52 |
| Other provisions | 12 | –5 | — | — | — | 7 |
| Operating liabilities | 2 | –1 | — | — | 1 | 2 |
| Tax-loss carryforwards | 2 | –2 | — | — | — | 0 |
| Translation difference for the year | — | 2 | — | –2 | — | — |
| Tax assets/liabilities | –34 | 7 | –17 | –2 | 3 | –43 |
| Balance as per 1 Jan. 2014 |
Recognised in profit or loss for the year |
Recognised in other total comprehensive income |
Recognised in equity |
Acquisition/ disposal of business entity |
Balance as per 31 Dec. 2014 |
|
|---|---|---|---|---|---|---|
| Intellectual property | –23 | 0 | — | — | — | –23 |
| Land and buildings | 0 | –1 | — | — | — | –1 |
| Plant and equipment | 3 | –1 | — | — | — | 2 |
| Leased vehicles | 3 | 8 | — | — | 0 | 11 |
| Financial investments | –2 | 1 | — | — | — | –1 |
| Inventories | 9 | –3 | — | — | 0 | 6 |
| Trade receivables | 1 | 0 | — | — | — | 1 |
| Untaxed reserves | –95 | –21 | — | — | — | –116 |
| Pension provisions | 52 | 8 | 39 | — | — | 99 |
| Other provisions | 7 | 3 | — | — | — | 10 |
| Operating liabilities | 2 | –1 | — | — | — | 1 |
| Tax-loss carryforwards | 0 | — | — | — | — | 0 |
| Translation difference for the year | — | 1 | — | –1 | — | — |
| Tax assets/liabilities | –43 | –6 | 39 | –1 | 0 | –11 |
Note 13 Earnings per share
➤ Accounting principle
Bilia applies IAS 33 Earnings Per Share in accounting for earnings per share.
Calculation of earnings per share is based on the consolidated net profit for the year attributable to the Parent Company's owners and on the weighted average number of shares outstanding during the year. In the calculation of diluted earnings per share, the earnings figure and the average number of shares are adjusted to take into account the diluting effects of potential ordinary shares deriving during reported periods from issued warrants attributable to the debenture loan. See Note 26 "Financial instruments".
| Basic | Diluted | |||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Earnings Per Share | 15.35 | 11.70 | 15.15 | 11.55 |
The calculation of earnings per share for 2014 is based on the net profit for the year attributable to the Parent Company's ordinary shareholders, amounting to SEK 385 M (290), and on a weighted average number of shares outstanding. During 2014, the weighted average number of shares was 25,154,763 (24,764,587), which was affected by repurchases of own shares and exercised warrants.
Net profit for the year attributable to the Parent Company's ordinary shareholders, basic
| 2014 | 2013 | |
|---|---|---|
| Net profit for the year attributable to the Parent Company's ordinary shareholders | 385 | 290 |
| Profit attributable to the Parent Company's ordinary shareholders, basic | 385 | 290 |
| Profit attributable to the Parent Company's ordinary shareholders, diluted | ||
| 2014 | 2013 | |
| Profit attributable to the Parent Company's ordinary shareholders | 385 | 290 |
| Effect of interest on warrants attached to debenture loan | 0 | 0 |
| Profit attributable to the Parent Company's ordinary shareholders, diluted | 385 | 290 |
| Weighted average number of ordinary shares outstanding, diluted | ||
| Thousands | 2014 | 2013 |
| Weighted average number of ordinary shares outstanding during the year, basic | 25,155 | 24,765 |
| Effect of outstanding warrants attached to debenture loan, weighted average | 304 | 331 |
Weighted average number of ordinary shares during the year, diluted 25,459 25,096
In late 2008 and early 2009, a total of SEK 100 M was raised by the issuance of subordinated debentures in an amount of SEK 100 M and an associated issue of 5,000,000 warrants entitling the bearer to subscribe for an equal number of Series A Bilia shares at SEK 20 per share. Between 2009 and 2014, inclusive, 4,714,778 warrants were exercised to subscribe for shares, resulting in a new issue to- talling SEK 94 M. During 2014, 34,441 warrants were exercised to subscribe for new shares, resulting in a new issue of SEK 1 M. If the remaining warrants are exercised, the number of outstanding shares will increase by 285,222. Other than these, there are no other outstanding instruments that could cause future dilution effects.
➤ Accounting principle
Bilia applies IAS 38 Intangible Assets in accounting for intangible assets.
Software
Internally developed
Expenditures for research on software are recognised as expense when they are incurred.
Expenditures for development of software and improved business management systems are recognised as an asset in the Statement of Financial Position if the process is technically useful, and if Bilia has sufficient resources to complete development and can subsequently use the intangible asset. The carrying amount includes costs of materials, direct costs for salaries, and overheads that can be attributed to the asset on a reasonable and consistent basis. Other expenditures for development are recognised in profit or loss as expense when they are incurred. Expenditures for development of software recognised in the Balance Sheet are stated at cost less accumulated depreciation and any impairment losses.
Business combinations
Software acquired via business combinations is recognised at fair value, which is equivalent to estimated replacement cost at the acquisition date less accumulated depreciation and any impairment losses.
Other acquisitions
Other investments in software are recognised at cost less accumulated amortisation and any impairment losses. The cost includes the purchase price plus costs directly attributable to the asset for bringing the asset to its location and to working condition for its intended use.
Customer relations
Customer relations that have been acquired via business combinations are recognised at fair value, which is equivalent to the cost calculated by cash flow valuation at the acquisition date less accumulated amortisation and any impairment losses.
Distribution rights
Distribution rights that have been acquired via business combinations are recognised at fair value, which is equivalent to the cost calculated by cash flow valuation at the acquisition date less accumulated amortisation and any impairment losses.
Trademarks
Trademarks that have been acquired via business combinations are recognised at fair value, which is equivalent to the cost calculated by cash flow valuation at the acquisition date less accumulated amortisation and any impairment losses.
Goodwill
Goodwill represents the difference between the cost of the business combination and the fair value of identifiable assets, assumed liabilities and contingent liabilities.
Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units and is subjected annually to impairment testing.
In connection with business combinations where the cost is less than the net value of identifiable assets, assumed liabilities and contingent liabilities, the difference is recognised directly in profit or loss.
Subsequent expenditures
Subsequent expenditures for capitalised intangible assets are only recognised as an asset in the Statement of Financial Position when they increase the future economic benefits for the specific asset to which they are attributable. All other expenditures are recognized as expenses when they are incurred.
Amortisation
Amortisation is recognised in profit or loss for the year on a straightline basis over the calculated useful lives of intangible assets, unless these useful lives are indefinite. Goodwill with an indefinite useful life is impairment tested annually or as soon as there are indications that the asset in question has declined in value. Amortisable intangible assets are amortised from the date they are available for use. Estimated useful lives:
| • Software | 3–10 years |
|---|---|
| • Customer relations | 10 years |
| • Distribution rights | 10 years |
| • Trademarks | 10 years |
Impairment testing of property, plant and equipment and intangible assets
Bilia applies IAS 36 Impairment of Assets in accounting for impairment.
The carrying amounts are tested at every balance sheet date for any indication of impairment. If any such indication exists, the asset's recoverable amount is calculated.
In the case of goodwill and other intangible assets that are not yet ready for use, the recoverable amount is calculated at least annually. An impairment loss is recognised when the carrying amount of an asset or a cash-generating unit exceeds the recoverable amount. An impairment loss is recognised in profit or loss for the year.
Impairment of assets attributable to a cash-generating unit is first allocated to goodwill. Then a pro rata impairment loss is recognised for the other assets included in the unit.
The recoverable amount is the higher of an asset's fair value less selling costs and its value in use. When calculating the value in use, future cash flows are discounted by a discount rate that takes into account the risk-free interest rate and the risk associated with the specific asset.
An impairment loss is reversed if there is an indication that the impairment no longer exists and there has been a change in the estimates used to determine the recoverable amount. Impairment losses relating to goodwill are never reversed, however. An impairment loss is only reversed to the extent the carrying amount of the asset after reversal does not exceed the carrying amount that would have been recognised, less amortisation where applicable, if no impairment loss had been recognised.
➤ Important accounting estimates and judgements
Impairment testing goodwill
Goodwill is impairment tested at least annually. Impairment testing is based on 5-year forecasts for the cash-generating units in question. For important assumptions per cash-generating unit, see below.
| Software, inter nally developed |
Software, Customer acquired relations |
Distribution rights |
||||||
|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Accumulated costs | ||||||||
| At start of year | 21 | 21 | 116 | 101 | 215 | 218 | 24 | 26 |
| Business combinations | — | — | — | — | 13 | 21 | — | — |
| Purchases | — | 0 | 15 | 15 | — | — | — | — |
| Disposals and retirements | 0 | — | 0 | 0 | — | –15 | — | — |
| Reclassifications | — | — | — | — | –10 | — | — | — |
| Translation differences for the year | — | — | — | — | –1 | –9 | 0 | –2 |
| 21 | 21 | 131 | 116 | 217 | 215 | 24 | 24 | |
| Accumulated amortisation and impairment losses | ||||||||
| At start of year | –20 | –20 | –69 | –58 | –79 | –59 | –20 | –18 |
| Disposals and retirements | — | — | 0 | 0 | — | 2 | — | — |
| Reclassifications | — | — | — | — | 10 | — | — | — |
| Amortisation for the year | –1 | 0 | –15 | –11 | –21 | –23 | –2 | –3 |
| Translation differences for the year | — | — | — | — | 0 | 1 | 0 | 1 |
| –21 | –20 | –84 | –69 | –90 | –79 | –22 | –20 | |
| Carrying amount at year-end | 0 | 1 | 47 | 47 | 127 | 136 | 2 | 4 |
Amortisation and impairment losses
| Amortisation is included on the following lines in the | |||
|---|---|---|---|
| Statement of Income and Other Comprehensive Income: | Software, inter nally developed |
Software, acquired |
Customer relations |
Distribution rights |
|||||
|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||
| Cost of goods sold | –1 | 0 | –15 | –11 | –21 | –23 | –2 | –3 |
No impairment losses have been recognised.
| Trademarks | Total intellectual property |
Goodwill | ||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Accumulated costs | ||||||
| At start of year | 8 | 9 | 384 | 375 | 261 | 283 |
| Business combinations | — | — | 13 | 21 | 0 | — |
| Purchases | — | — | 15 | 15 | — | — |
| Disposals and retirements | — | — | 0 | –15 | — | –9 |
| Reclassifications | — | — | –10 | — | — | — |
| Translation differences for the year | 0 | –1 | –1 | –12 | 0 | –13 |
| 8 | 8 | 401 | 384 | 261 | 261 | |
| Accumulated amortisation and impairment losses | ||||||
| At start of year | –6 | –6 | –194 | –161 | –2 | –2 |
| Disposals and retirements | — | — | 0 | 2 | — | — |
| Reclassifications | — | — | 10 | — | — | — |
| Amortisation for the year | –1 | –1 | –40 | –38 | — | — |
| Translation differences for the year | 0 | 1 | 0 | 3 | — | — |
| –7 | –6 | –224 | –194 | –2 | –2 | |
| Carrying amount at year-end | 1 | 2 | 177 | 190 | 259 | 259 |
Amortisation and impairment losses
| Amortisation is included on the following lines in the Statement of Income and Other Comprehensive Income: |
Total intellectual Trademarks property Goodwill |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||
| Cost of goods sold | –1 | –1 | –40 | –38 | — | — | ||
No impairment losses have been recognised.
Impairment tests for cash-generating units containing assets with an indeterminate useful life (goodwill)
The following cash-generating units have considerable carrying amounts for goodwill in relation to the Group's total carrying amounts:
| 2014 | 2013 | |
|---|---|---|
| Bilia Personbilar AB (goodwill) | 72 | 72 |
| Bilia Group Stockholm AB (goodwill) | 58 | 58 |
| Bilia Personbil as (goodwill) | 127 | 127 |
| Bilia Group Göteborg AB (goodwill) | 2 | 2 |
| Bilia Center Syd AB (goodwill) | 0 | — |
Bilia Personbilar AB (Goodwill)
Impairment testing for Bilia Personbilar AB was based on calculation of the value in use. This value is based on cash flow forecasts for a total of 5 years, the first of which is based on the budget for 2015 adopted by management. The cash flows forecasted after the first 5 years have been based on an annual growth rate of 2.0 per cent. The present values of the forecasted cash flows have been calculated using a discount rate of 7.95 per cent (8.70) before tax.
The recoverable amount for Bilia Personbilar AB exceeds the carrying amount by a good margin.
Management judges that reasonably possible changes in margins in car sales and demand for service and repair work would not have such great effects that they would reduce the recoverable amount to a value lower than the carrying amount.
The important assumptions in the 5-year forecast and the methods used to estimate values are as follows:
Important variables and methods for estimating values Market share and growth
Demand for new cars has historically followed the business cycle, while demand for service and repair work has been more stable. The market situation has been assumed to be on a level with 2014. The forecast agrees with previous experience and external information sources.
Prices
Prices have been assumed to increase with the expected rate of inflation. The forecast agrees with previous experience and external information sources.
Personnel costs
The forecast for personnel costs is based on some increase in real wages and planned efficiency improvements in the operations. The forecast agrees with previous experience and external information sources.
Bilia Group Stockholm AB (goodwill)
Impairment testing for Bilia Group Stockholm AB was based on calculation of the value in use. This value is based on cash flow forecasts for a total of 5 years, the first of which is based on the budget for 2015 adopted by management. The cash flows forecasted after the first 5 years have been based on an annual growth rate of 2.0 per cent. The present values of the forecasted cash flows have been calculated using a discount rate of 7.68 per cent (9.76) before tax.
The recoverable amount for Bilia Personbilar AB exceeds the carrying amount by a good margin.
Management judges that reasonably possible changes in margins in car sales and demand for service and repair work would not have such great effects that they would reduce the recoverable amount to a value lower than the carrying amount.
The important assumptions in the 5-year forecast and the methods used to estimate values are as follows:
Important variables and methods for estimating values Market share and growth
Demand for new cars has historically followed the business cycle, while demand for service and repair work has been more stable. The market situation has been assumed to be on a level with 2014. The forecast agrees with previous experience and external information sources.
Prices
Prices have been assumed to increase with the expected rate of inflation. The forecast agrees with previous experience and external information sources.
Personnel costs
The forecast for personnel costs is based on some increase in real wages and planned efficiency improvements in the operations. The forecast agrees with previous experience and external information sources.
Bilia Personbil as (goodwill)
Impairment testing for Bilia Personbil as was based on calculation of the value in use. This value is based on cash flow forecasts for a total of 5 years, the first of which is based on the budget for 2015 adopted by management. The cash flows forecasted after the first 5 years have been based on an annual growth rate of 2.0 per cent. The present values of the forecasted cash flows have been calculated using a discount rate of 8.57 per cent (10.48) before tax.
The recoverable amount for Bilia Personbilar AB exceeds the carrying amount by a good margin.
Management judges that reasonably possible changes in margins in car sales and demand for service and repair work would not have such great effects that they would reduce the recoverable amount to a value lower than the carrying amount.
The important assumptions in the 5-year forecast and the methods used to estimate values are as follows:
Important variables and methods for estimating values Market share and growth
Demand for new cars has historically followed the business cycle, while demand for service and repair work has been more stable. The market situation has been assumed to be on a level with 2014. The forecast agrees with previous experience and external information sources.
Prices
Prices have been assumed to increase with the expected rate of inflation. The forecast agrees with previous experience and external information sources.
Personnel costs
The forecast for personnel costs is based on some increase in real wages and planned efficiency improvements in the operations. The forecast agrees with previous experience and external information sources.
Bilia Group Göteborg AB (goodwill)
Impairment testing for Bilia Group Göteborg AB was based on calculation of the value in use. This value is based on cash flow forecasts for a total of 5 years, the first of which is based on the budget for 2015 adopted by management. The cash flows forecasted after the first 5 years have been based on an annual growth rate of 2.0 per cent. The present values of the forecasted cash flows have been calculated using a discount rate of 7.94 per cent (7.32) before tax.
The recoverable amount for Bilia Group Göteborg AB exceeds the carrying amount by a good margin.
Management judges that reasonably possible changes in margins in car sales and demand for service and repair work would not have such great effects that they would reduce the recoverable amount to a value lower than the carrying amount.
The important assumptions in the 5-year forecast and the methods used to estimate values are as follows:
Important variables and methods for estimating values Market share and growth
Demand for new cars has historically followed the business cycle, while demand for service and repair work has been more stable. The market situation has been assumed to be on a level with 2014. The forecast agrees with previous experience and external information sources.
Prices
Prices have been assumed to increase with the expected rate of inflation. The forecast agrees with previous experience and external information sources.
Personnel costs
The forecast for personnel costs is based on some increase in real wages and planned efficiency improvements in the operations. The forecast agrees with previous experience and external information sources.
Note 15 Property, Plant and Equipment
➤ Accounting principle
Bilia applies IAS 16 Property, Plant and Equipment in accounting for property, plant and equipment and IAS 17 Leases in accounting for leases.
Owned assets
Property, plant and equipment are recognised at cost less accumulated depreciation and any impairment losses. The cost includes the purchase price plus expenses directly attributable to the asset for bringing the asset to its location and to working condition for its intended use.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as a part of the cost of the qualifying asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Primarily, borrowing costs that have arisen on loans that are specific to the qualifying asset are capitalised. Secondarily, borrowing costs that have arisen on general loans that are not specific to any qualifying asset are capitalised.
Bilia Center Syd AB (goodwill)
Impairment testing for Bilia Center Syd AB was based on calculation of the value in use. This value is based on cash flow forecasts for a total of 5 years, the first of which is based on the budget for 2015 adopted by management. The cash flows forecasted after the first 5 years have been based on an annual growth rate of 2.0 per cent. The present values of the forecasted cash flows have been calculated using a discount rate of 7.73 per cent (—) before tax.
The recoverable amount for Bilia Center Syd AB exceeds the carrying amount by a good margin.
Management judges that reasonably possible changes in margins in car sales and demand for service and repair work would not have such great effects that they would reduce the recoverable amount to a value lower than the carrying amount.
The important assumptions in the 5-year forecast and the methods used to estimate values are as follows:
Important variables and methods for estimating values Market share and growth
Demand for new cars has historically followed the business cycle, while demand for service and repair work has been more stable. The market situation has been assumed to be on a level with 2014. The forecast agrees with previous experience and external information sources.
Prices
Prices have been assumed to increase with the expected rate of inflation. The forecast agrees with previous experience and external information sources.
Personnel costs
The forecast for personnel costs is based on some increase in real wages and planned efficiency improvements in the operations. The forecast agrees with previous experience and external information sources.
Construction in progress
Construction in progress consists of conversion projects in Segeltorp, Lund and Sisjön in Sweden.
Leased assets
Lessee
Leases are classified as either finance or operating leases. In the case of finance leases, the economic risks and rewards incidental to ownership are transferred substantially to the lessee. Otherwise the lease is classified as an operating lease.
Assets that are leased under finance leases are recognised as assets in the Statement of Financial Position and are initially measured at the lower of the fair value of the asset and the present value of the minimum lease payments at the commencement of the lease. Commitments to pay future lease payments are recognised as noncurrent and current liabilities. The leased assets are depreciated according to plan, while the minimum lease payments are recognised as interest and repayment of the liabilities. The interest expense is allocated over the lease period so that each accounting period is charged with an amount corresponding to a fixed rate of interest for the liability recognised during that period. Variable payments are recognised as expenses in the periods they are incurred.
Note 15 cont'd.
Lessor
Assets that are leased out under operating leases are recognised as property, plant and equipment. These assets consist of owned and rented cars that are leased out under operating leases, as well as sold cars combined with a future repurchase commitment at a guaranteed residual value.
Subsequent expenditures
Subsequent expenditures are added to the cost only if it is probable that the future economic benefits associated with the asset will flow to the company and the cost of the asset can be measured reliably. All other subsequent expenditures are recognised as expense in the period they are incurred.
A subsequent expenditure is added to the cost if the expenditure relates to replacements of identified components or parts thereof. The expenditure is also added to the cost in cases when a new component has been created. Any undepreciated carrying amounts on replaced components, or parts of components, are retired and recognised as expenses in conjunction with their replacement. Repairs are recognised as expenses when they occur.
Principles of depreciation
Depreciation is straight-line over the estimated useful life of the asset. Land is not depreciated.
| Estimated useful lives: | |
|---|---|
| • Computer equipment | 3–5 years |
| • Other non-current assets, | |
| excluding assets for lease | 5–10 years |
| • Leased vehicles | 4–7 years |
An annual assessment is made of an asset's residual value and useful life.
Impairment losses
For an explanation of the accounting principle for impairment losses, see Note 14 "Intangible assets".
➤ Important accounting estimates and judgements See Note 2 "Revenue" regarding repurchase agreements.
| Land and buildings | Construction in progress |
|||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Accumulated costs | ||||
| At start of year | 155 | 161 | 8 | 2 |
| Purchases | 93 | 19 | 1 | 8 |
| Disposals and retirements | –72 | –23 | — | 0 |
| Reclassifications | 2 | 2 | –2 | –2 |
| Translation differences for the year | 1 | –4 | — | 0 |
| 179 | 155 | 7 | 8 | |
| Accumulated depreciation | ||||
| At start of year | –55 | –40 | — | — |
| Disposals and retirements | 2 | 0 | — | — |
| Depreciation for the year | –22 | –17 | — | — |
| Translation differences for the year | 0 | 2 | — | — |
| –75 | –55 | — | — | |
| Accumulated impairment losses | ||||
| At start of year | –6 | –2 | — | — |
| Disposals and retirements | 2 | — | — | — |
| Impairment losses for the year | — | –4 | — | — |
| Translation differences for the year | 0 | 0 | — | — |
| –4 | –6 | — | — | |
| Carrying amount at year-end | 100 | 94 | 7 | 8 |
Depreciation and impairment losses
| Depreciation is included on the following lines in the Statement of Income and Other Comprehensive Income: |
Land and buildings | Construction in progress |
||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Cost of goods sold | –9 | –7 | — | — |
| Selling expenses | –12 | –10 | — | — |
| Administrative expenses | –1 | 0 | — | — |
| Total | –22 | –17 | — | — |
| Impairment losses are included on the following lines in the Statement of Income and Other Comprehensive Income: |
Land and buildings | Construction in progress |
|||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| Other operating expenses | — | –4 | — | — |
| Equipment, tools, fixtures and fittings |
Leased vehicles | |||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Accumulated costs | ||||
| At start of year | 926 | 935 | 1,725 | 1,740 |
| Business combinations | 14 | 2 | 34 | 90 |
| Purchases | 86 | 72 | 1,105 | 700 |
| Disposals and retirements | –54 | –63 | –902 | –784 |
| Reclassifications | — | 7 | — | — |
| Translation differences for the year | 2 | –27 | 1 | –21 |
| 974 | 926 | 1,963 | 1,725 | |
| Accumulated depreciation | ||||
| At start of year | –629 | –627 | –323 | –387 |
| Business combinations | –10 | — | — | — |
| Disposals and retirements | 49 | 48 | 231 | 272 |
| Depreciation for the year | –61 | –61 | –216 | –210 |
| Reclassification | — | –7 | — | — |
| Translation differences for the year | –2 | 18 | 1 | 2 |
| –653 | –629 | –307 | –323 | |
| Accumulated impairment losses | ||||
| At start of year | 0 | 0 | –13 | –14 |
| Disposals and retirements | — | — | — | 1 |
| Impairment losses for the year | — | — | –6 | — |
| 0 | 0 | –19 | –13 | |
| Carrying amount at year-end | 321 | 297 | 1,637 | 1,389 |
| Finance leases (included above) | ||||
| Cost | 38 | 33 | 214 | 210 |
| Accumulated depreciation | –8 | –8 | –68 | –50 |
| 30 | 25 | 146 | 160 | |
| Lease payments during the financial year | –6 | –6 | –34 | –39 |
| Contractual future minimum lease payments: | ||||
| Within one year | –11 | –5 | –24 | –34 |
| – Present value | –11 | –5 | –23 | –32 |
| Between one and five years | –6 | –4 | –5 | –13 |
| – Present value | –5 | –3 | –5 | –12 |
Depreciation and impairment losses
| Depreciation is included on the following lines in the Statement of Income and Other Comprehensive Income: |
Equipment, tools, fixtures and fittings |
Leased vehicles | |||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| Cost of goods sold | –24 | –26 | –216 | –210 | |
| Selling expenses | –1 | –1 | — | — | |
| Administrative expenses | –36 | –34 | — | — | |
| Total | –61 | –61 | –216 | –210 |
| Impairment losses are included on the following lines in the Statement of Income and Other Comprehensive Income: |
Equipment, tools, fixtures and fittings |
Leased vehicles | ||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Cost of goods sold | — | — | –6 | — |
Note 16 Interests in associated companies
➤ Accounting principle
Bilia applies IAS 28 Investments in Associates in accounting for interests in associated companies.
Associated companies are those companies in which the Group has a significant, but not a controlling, influence over operating and financial policy decisions, normally through shareholdings giving them between 20 and 50 per cent of the votes. As from the point in time when the significant influence is exercised, interests in associated companies are recognised in the consolidated accounts in accordance with the equity method. The equity method entails that the value of the shares in the
associated companies reported in the consolidated accounts is equivalent to the Group's share of the associated companies' equity plus goodwill on consolidation and any other remaining surplus or deficit values on consolidation. The Group's shares in the associated companies' profit or loss after tax are recognised in the net profit for the year as "Share in profits of associated companies". This share in profits, less dividends received from associated companies, comprises the principal change in the carrying amount of interests in associated companies.
The equity method is applied until such time as the significant influence ceases to exist.
| 2014 | 2013 | |
|---|---|---|
| Carrying amount at start of year | 348 | 317 |
| Share in profits of associated companies 1) | 22 | 31 |
| Carrying amount at year-end | 370 | 348 |
1) Share in profits of associated companies profits after tax. A dividend of SEK 4 M (4) has been received.
Bilia has less than a 20 per cent stake in the company, but because Bilia has owner representation on the Board of Directors and participates in the work with strategic matters, and because significant connections exist with the operations of this company, significant influence is judged to exist, so the holding is classified as an associated company.
Consolidated values pertaining to 100 per cent of the associated company's revenue, profit, assets and liabilities are specified below.
| Volvofinans Bank AB | ||
|---|---|---|
| 2014 | 2013 | |
| Operating revenue | 3,833 | 3,665 |
| Earnings | 256 | 27 |
| Other comprehensive income | — | — |
| Total comprehensive income | 256 | 27 |
| Current assets | 710 | 762 |
| Lending | 14,896 | 15,667 |
| Non-current assets | 12,924 | 12,765 |
| Current liabilities | 1,684 | 1,711 |
| Borrowing | 22,711 | 23,389 |
| Non-current liabilities | 757 | 757 |
| Net assets | 3,378 | 3,337 |
| Dividend to AB Volverkinvest | 215 | 43 |
| Total net assets before dividend 1) | 3,593 | 3,380 |
Bilia's direct and indirect holdings in AB Volverkinvest amount to 20.6% (20.6). AB Volverkinvest owns 50% of Volvofinans Bank AB.
The main function of AB Volverkinvest is to own and manage shares in Volvofinans Bank AB on behalf of the Volvo dealers.
The figures for the associated company pertain to the accounting period 1 October 2013 to 30 September 2014 (1 October 2012 to 30 September 2013). More recent information on the associated company is not available at the time of preparation of the Bilia Group's consolidated accounts. This year's dividend from Volvofinans Bank AB to AB Volverkinvest, not yet further distributed to Bilia, has been included in the calculation of consolidated values.
1) The amount refers to equity including equity in untaxed reserves.
Note 17 Financial investments
➤ Accounting principle
Bilia applies IAS 39 Financial instruments: Recognition and Measurement in accounting for financial investments. For an explanation of the accounting principle, see Note 26 "Financial instruments".
| 2014 | 2013 | |
|---|---|---|
| Financial investments classified as non-current assets |
||
| Available-for-sale financial assets | ||
| Shares and interests, unlisted holdings where fair value cannot be determined |
1 | 1 |
| Housing cooperative units, holdings where fair value cannot be determined 1) |
6 | 10 |
| Deposits, cash and cash equivalents 2) | 4 | 3 |
| Total | 11 | 14 |
1) An impairment loss of SEK 4 M (—) was recognised on a housing cooperative unit during the year.
2) The deposits are not available and are therefore classified as available-forsale financial assets.
Note 18 Long-term receivables and other receivables
| 2014 | 2013 | |
|---|---|---|
| Long-term receivables classified as non-current assets |
||
| Interest-bearing | ||
| Hire purchase receivables | 5 | 7 |
| Promissory note loan | 20 | 20 |
| Total | 25 | 27 |
Other receivables classified as current assets
Non-interest-bearing
| Total | 122 | 89 |
|---|---|---|
| Hire purchase receivables | 2 | 2 |
| Interest-bearing | ||
| Total | 120 | 87 |
| Other | 76 | 53 |
| Derivatives | 0 | 0 |
| Claims | — | 1 |
| Bonus/support | 20 | 14 |
| Value added tax | 9 | 5 |
| Work in progress | 15 | 14 |
No impairment losses were recognised on receivables during the year (—).
Note 19 Inventories
➤ Accounting principle
Bilia applies IAS 2 Inventories in accounting for inventories.
Inventories are carried at the lower of cost and net realisable value. The cost of inventories is calculated by applying the firstin, first-out (FIFO) method and includes expenditures incurred in purchasing the inventory assets and bringing them to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The risk of obsolescence has thereby been taken into account.
The company can reduce its risks and tied-up capital by purchasing cars on commission or consignment from certain of Bilia's main suppliers. These cars are not recognised in inventories. In the event a new car cannot be sold, Bilia can return it to the supplier, and a charge is paid to the supplier during the time the car is kept at Bilia.
➤ Important accounting estimates and judgements
Valuation of used cars
Used cars are valued at the lower of their cost and net selling price. Net selling price is determined on the basis of the estimated selling price less direct selling expenses. Used cars are included in the line item "Merchandise". At year-end, the cost exceeded the net selling price by SEK 18 M (19).
The cost of goods sold includes write-down of used cars by SEK 4 M (8).
The item "Merchandise" consists of:
| 2014 | 2013 | |
|---|---|---|
| New cars | 1,042 | 1,088 |
| Used cars | 724 | 690 |
| Demonstration cars | 321 | 327 |
| Spare parts | 144 | 141 |
| Other | 19 | 22 |
| Total | 2,250 | 2,268 |
Note 20 Prepaid expenses and accrued income
| 2014 | 2013 | |
|---|---|---|
| Bonus | 57 | 61 |
| Prepaid expenses | 96 | 108 |
| Accrued income | 43 | 40 |
| Total | 196 | 209 |
➤ Accounting principle
Bilia applies IAS 17 Leases in accounting for finance lease liabilities. Bilia applies IAS 39 Financial instruments: Recogni- tion and Measurement in accounting for financial instruments. For an explanation of the accounting principle, see Note 26 "Financial instruments".
The note contains information on Bilia's contractual terms regarding interest-bearing liabilities. For more information on Bilia's exposure to interest rate risk and risk of exchange rate changes, see Note 27 "Financial risks and risk management".
| 2014 | 2013 | |
|---|---|---|
| Non-current liabilities | ||
| Debenture loan | 28 | 28 |
| Personnel fund | 5 | 5 |
| Finance lease liabilities | 59 | 117 |
| 92 | 150 | |
| Current liabilities | ||
| Overdraft facility | 0 | 32 |
| Current portion of bank loans | 36 | 20 |
| Current portion of finance lease liabilities | 152 | 110 |
| 188 | 162 | |
| Total | 280 | 312 |
Terms and repayment periods
Collateral for bank loans has been pledged in the form of floating charges in the amount of SEK 587 M (587) and in the form of pledged assets in the amount of SEK 329 M (295).
| 2014 | 2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Lender | Currency | Nominal interest rate, % |
Maturity | Nominal amount |
Carrying amount |
Nominal interest rate, % |
Maturity | Nominal amount |
Carrying amount |
|
| Debenture loan | SEK | 7.00 | 2016 | 28 | 28 | 7.00 | 2016 | 28 | 28 | |
| Overdraft facility | SEK | 1.83 | 2014 | 32 | 32 | |||||
| Nordea Finans | DKK | 2.16 | 2015 | 12 | 12 | 2.10 | 2014 | 9 | 9 | |
| Renault Finance Nordic | DKK | 3.58 | 2015 | 4 | 4 | 4.30 | 2014 | 2 | 2 | |
| Renault Finance Nordic | SEK | 3.27 | 2015 | 1 | 1 | 4.54 | 2014 | 4 | 4 | |
| Forso Nordic | DKK | 3.51 | 2015 | 19 | 19 | 6.02 | 2014 | 5 | 5 | |
| Personnel fund | SEK | 1.11 | 5 | 5 | 1.83 | 5 | 5 | |||
| Finance lease liabilities | SEK | 2.80 | 211 | 211 | 3.77 | 227 | 227 | |||
| Total | 280 | 312 |
| Finance lease liabilities | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Minimum lease payment |
Interest | Principal | Minimum lease payment |
Interest | Principal | ||
| Within one year | 156 | 4 | 152 | 114 | 4 | 110 | |
| Between one and five years | 61 | 2 | 59 | 122 | 5 | 117 | |
| Total | 217 | 6 | 211 | 236 | 9 | 227 |
➤ Accounting principle
Bilia applies IAS 19 Employee Benefits in accounting for pensions.
Defined-contribution pension plans
Pension plans classified as defined-contribution plans are those where the company's obligation is limited to the contributions the company has undertaken to pay. In such cases, the size of the employee's pension is dependent on the contributions paid by the company to the plan or to an insurance company and the return on capital yielded by the contributions. Consequently, it is the employee who bears the actuarial risk (that the pension payment will be lower than expected) and the investment risk (that the invested assets will be insufficient to provide the expected payments). The company's obligations with regard to payments to defined-contribution plans are recognised as a cost in profit or loss for the year as they are earned by the employee's performance of services for the company during a period.
Defined-benefit pension plans
Sweden
Obligations for old-age pension and family pension for salaried employees in Sweden are secured through the PRI system and by insurance in Alecta.
According to a statement by the Swedish Financial Reporting Board UFR 3, insurance via Alecta is also a multi-employer definedbenefit plan. Bilia has not had access to information that makes it possible to account for this plan as a defined-benefit plan. The ITP pension plan that is secured via insurance in Alecta is therefore accounted for as a defined-contribution plan, but with supplementary information in accordance with UFR 6.
Norway
Most employees in Norway are covered by defined-contribution pension plans. During a transition period, a small number of employees are covered by defined-benefit pension plans.
Denmark
In Denmark, all employees are covered by defined-contribution pension plans.
General
Defined-benefit plans are other plans than defined-contribution plans for post-employment employee benefits.
The Group's net obligation regarding defined-benefit plans is calculated separately for each plan by estimation of the future benefit entitlement which the employees have earned by their employment in both the current and previous periods. The benefit entitlement is discounted to a present value. The discount rate is the year-end interest rate on a first-class corporate bond, including a mortgage bond, with a maturity corresponding to the Group's pension obligations. When there is no deep market in such corporate bonds, the market rate on government bonds with an equivalent maturity is
used instead. In the case of Swedish pension plans, the mortgage bond rate is used as a basis for determining the discount rate. The calculation is performed by a qualified actuary using the Projected Unit Credit Method. Furthermore, the fair value of plan assets is calculated at the reporting date.
The Group's net liability consists of the present value of the liability less the fair value of the plan assets adjusted for the asset ceiling, if any.
The net interest expense or income on the defined-benefit liability or asset is recognised in profit or loss for the year under "Net financial items". The net interest is based on the interest that arises when the net liability is discounted, i.e. the interest on the liability, the plan assets and the effect of the asset ceiling, if any. Other components are recognised in operating profit or loss.
Remeasurement effects consist of actuarial gains and losses, experience-based adjustments, the difference between the actual return on plan assets and the amount included in the net interest, and any change in the effect of the asset ceiling (excluding amounts included in the net interest). The remeasurement effects are recognised in other comprehensive income.
When the calculation leads to an asset for the Group, the carrying amount of the asset is limited to the lower of the surplus in the plan and the asset ceiling calculated by means of the discount rate. The asset ceiling consists of the present value of any future economic benefits in the form of reduced future contributions or cash refunds. In calculating the present value of future refunds or contributions, minimum funding requirements (if any) are taken into account.
Changes or reductions in a defined-benefit plan are recognised at the earliest of the following points in time: a) when the change in the plan or the reduction occurs, or b) when the company recognises related restructuring costs and termination benefits. The changes/ reductions are recognised directly in profit or loss for the year.
Special payroll tax, which is based on the difference between liability according to the Act on Safeguarding of Pension Obligations and IAS 19 Employee Benefits, has been included in the net liability. The portion of special payroll tax that is calculated on the basis of the Act on Safeguarding of Pension Obligations in a legal entity is recognised for the sake of simplicity as an accrued cost instead of as a part of the net liability/asset.
Yield tax is recognised as it arises in the profit or loss for the period to which the tax pertains and is thereby included in the liability calculation. In the case of funded plans, the tax is levied on the return on plan assets and is recognised in other comprehensive income. In the case of unfunded or partially funded plans, the tax is levied on profit or loss for the year.
➤ Important accounting estimates and judgements Bilia is of the opinion that a deep market exists in first-class mortgage bonds in Sweden and that the mortgage bond rate constitutes a first-class corporate bond. The mortgage bond rate is therefore used as a discount rate for Swedish defined-benefit pension plans.
| 2014 | 2013 | |
|---|---|---|
| Defined-benefit pension plans | ||
| Present value of wholly or partially funded obligations | 792 | 626 |
| Present value of unfunded obligations | 0 | 2 |
| Total present value of defined-benefit obligations | 792 | 628 |
| Fair value of plan assets | –125 | –122 |
| Net of present value of obligations and fair value of plan assets | 667 | 506 |
| Net amount recognised regarding defined-benefit plans in Statement of Financial Position | 667 | 506 |
| The net amount for defined-benefit plans is recognised in the following items in the Statement of Financial Position: | ||
| Provisions for pensions | 667 | 506 |
| Net amount in Statement of Financial Position | 667 | 506 |
Defined-benefit plans
The Group has two defined-benefit plans, one in Sweden and one in Norway, that pay benefits to employees when they retire.
The Swedish plan provides for benefits that are based on a certain percentage of the final salary.
The Norwegian plan provides for benefits that are based on number of employees, salary level and return on pension capital.
The defined-benefit plans are exposed to actuarial risks such as longevity, currency, interest rate and investment risks.
Changes in the present value of the obligation for defined-benefit plans
| 2013 | |
|---|---|
| 628 | 687 |
| –20 | –19 |
| 17 | 19 |
| 25 | 22 |
| 150 | –64 |
| –6 | –2 |
| 0 | –1 |
| –2 | –14 |
| 792 | 628 |
| 2014 |
The present value of the obligation is distributed among the members of the plans as follows, %:
| Sweden: | ||
|---|---|---|
| Active members | 29.0 | 30.3 |
| Paid-up policyholders | 46.8 | 46.4 |
| Retirees | 24.2 | 23.3 |
| Norway: | ||
| Active members | 32.3 | 35.1 |
| Paid-up policyholders | — | — |
| Retirees | 67.7 | 64.9 |
Change in fair value of plan assets
| 2014 | 2013 | |
|---|---|---|
| Fair value of plan assets at 1 January | 122 | 134 |
| Interest income recognised in profit or loss | 5 | 3 |
| Benefits disbursed | –5 | –5 |
| Service cost, current period | 1 | 5 |
| Actuarial gains and losses | 3 | –2 |
| Exchange rate differences | –1 | –13 |
| Fair value of plan assets at 31 December | 125 | 122 |
The plan assets consist of the following, %:
| 2014 | 2013 | |
|---|---|---|
| Shares | 9.2 | 13.2 |
| Properties | 8.7 | 11.4 |
| Funds | 24.0 | 13.4 |
| Hedge fund | 2.4 | 3.1 |
| Short-term bonds | 10.6 | 9.5 |
| Long-term bonds | 45.9 | 48.3 |
| Short-term investments | –0.8 | 1.1 |
| Total | 100.0 | 100.0 |
Breakdown of plan assets, %
Long-term bonds, 45.9 Funds, 24.0 Short-term bonds, 10.6 Shares, 9.2 Properties, 8.7 Hedge fund, 2.4 Short-term investments, –0.8 An analysis of the matching strategy is performed by the pension plan's asset manager at the end of each report period to evaluate the investment policy.
| 2014 | 2013 | |
|---|---|---|
| Cost recognised in profit or loss for the year | ||
| Service cost | 16 | 14 |
| Net interest income (–)/interest expense (+) | 20 | 19 |
| Net cost in profit or loss for the year | 36 | 33 |
| The cost is recognised on the following lines included in the profit or loss for the year: | ||
| Cost of goods sold | 0 | 4 |
| Selling expenses | 11 | 7 |
| Administrative expenses | 5 | 3 |
| Financial income/expense | 20 | 19 |
| Total | 36 | 33 |
| Actual return on plan assets, % | 2.30 | 4.10 |
| 2014 | 2013 | |
| Cost recognised in other comprehensive income/loss | ||
| Remeasurements: | ||
|---|---|---|
| Actuarial gains (–) and losses (+) due to changed financial assumptions | 181 | –77 |
| Experience-based adjustments | –7 | 0 |
| Difference between actual return and return according to the discount rate on the plan assets | –2 | 2 |
| Net amount recognised in other comprehensive income/loss | 172 | –75 |
| Pension obligation Defined-benefit plans |
667 | 506 |
| Other pensions | 1 | 1 |
| Payroll tax | 53 | 23 |
| Total | 721 | 530 |
Assumptions for defined-benefit obligations
Significant actuarial assumptions at the balance sheet date in Sweden and Norway (expressed as weighted averages), %:
| 2014 | 2013 | |
|---|---|---|
| Sweden: | ||
| Discount rate | 2.60 | 4.00 |
| Future salary increases | 2.80 | 2.80 |
| Employee turnover | 6.50 | 5.00 |
| Income base amount | 2.80 | 2.80 |
| Inflation | 1.50 | 1.75 |
| Norway: | ||
| Discount rate | 2.30 | 4.10 |
| Expected return on plan assets | 2.30 | 4.10 |
| Future salary increases | 2.75 | 3.75 |
| Future pension increases | 0.00 | 0.60 |
Life expectancy assumptions are based on published statistics and mortality rates. The current life expectancy for which the obligation is calculated is shown in the table below (years):
| 2014 | 2013 | |
|---|---|---|
| Sweden: | ||
| Life expectancy assumptions at 65 years – for retired members: |
||
| Men | 23 | 23 |
| Women | 25 | 25 |
| Life expectancy assumptions at 65 years – for members who are 45 years of age: |
||
| Men | 22 | 22 |
| Women | 24 | 24 |
| Norway: Life expectancy assumptions at 60 years – for retired members: |
||
| Men | 21 | 21 |
| Women | 24 | 24 |
| Life expectancy assumptions at 60 years – for members who are 40 years of age: |
||
| Men | 23 | 23 |
| Women | 26 | 26 |
Sensitivity analysis
The table below presents possible changes in actuarial assumptions at the balance sheet date, other assumptions unchanged, and how these changes would affect the defined-benefit obligation.
| 1% change | Increase | Decrease |
|---|---|---|
| Sweden: | ||
| Discount rate | –114 | 150 |
| Future salary increase | 47 | –32 |
| Future increase in pensions | 108 | –87 |
| Expected mortality (1 year's change) | 23 | –23 |
Financing
At 31 December 2014, the weighted average maturity for the obligation in Sweden was 29 years (29) and in Norway 11 years (14).
The Group estimates that SEK 20 M will be paid during 2015 to funded and unfunded defined-benefit plans that are recognised as defined-benefit plans and SEK 27 M will be paid during 2015 to the defined-benefit plans that are recognised as defined-contribution plans.
Obligations for old-age pension and family pension for salaried employees in Sweden are secured by insurance in Alecta. According to a statement by the Swedish Financial Reporting Board UFR 3, this is a multi-employer defined-benefit plan. For financial year 2014, Bilia has not had access to information that makes it possible to account for this plan as a defined-benefit plan. The ITP pension plan that is secured via insurance in Alecta is therefore accounted for as a defined-contribution plan. The premium for the definedbenefit old-age and family pension is individually calculated and is dependent on such factors as salary, accrued pension and expected remaining working life. The year's contributions for pension insurance policies taken out in Alecta amount to SEK 28 M (22). Bilia's share of the total savings premiums for ITP 2 in Alecta amounts to 0.04283 per cent, and Bilia's share of the total number of active members in the plan amounts to 0.13903 per cent.
The collective funding ratio is the market value of Alecta's assets as a percentage of their insurance obligations calculated according to Alecta's actuarial methods and assumptions, which do not agree with IAS 19. The collective funding ratio should normally be permitted to vary between 125 and 155 per cent. If Alecta's collective funding ratio falls short of 125 per cent or exceeds 155 per cent, measures shall be adopted so that the collective funding ratio returns to the normal range. When the funding ratio is low, one possible measure is to raise the agreed-on price for new policies and benefit increases. When the funding ratio is high, one possible measure is to reduce premiums. At year-end 2014, Alecta's surplus in the form of the collective funding ratio 1) amounted to 143 per cent (148).
1) Alecta publishes figures on its collective funding ratio every month on its website.
Defined-contribution plans
In Sweden the Group has defined-contribution pension plans for workers that are paid for entirely by the subsidiaries.
In other countries there are defined-contribution plans that are paid for in part by the subsidiaries and in part by contributions paid by the employees. Payments are made to these plans on a regular basis in accordance with the rules in each plan.
| 2014 | 2013 | |
|---|---|---|
| Costs for the year for defined-contribution plans 2) |
104 | 107 |
2) Of which SEK 28 M (22) pertaining to ITP plan funded in Alecta.
➤ Accounting principle
Bilia applies IAS 37 Provisions, Contingent Liabilities and Contingent Assets in accounting for pledged assets and contingent liabilities.
A provision differs from other liabilities in that uncertainty exists regarding the timing of the cash outflow or the size of the amount to settle the provision. A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event and it is probable (more likely than not) that an outflow of economic resources will be required to settle the obligation and a reliable estimate of the amount can be made.
Provisions are made in the amount that is the best estimate of the expenditure required to settle the present obligation on the balance sheet date.
When the effect of the timing of cash outflows is significant, provisions are calculated by discounting the expected future cash flow at an interest rate before tax that reflects current market assessments of the time value of money and, where applicable, the risks specific to the liability.
Restructuring
A restructuring provision is recognised when the Group has adopted a detailed and formal plan for the restructuring and the restructuring has either been commenced or been publicly announced.
No provision is made for future operating expenses.
Severance pay
A provision for severance pay is recognised when the Group has adopted a plan for layoffs.
Claims
A provision for claims is recognised on the basis of historical data concerning claims costs for similar products and services.
Warranty obligations
A provision for warranties is recognised when the underlying products or services have been sold. The provision is based on historical data on warranties and the weighing of all possible outcomes in relation to their associated probabilities.
Restoration costs
A provision for restoration costs regarding Bilia's fuelling stations is recognised when the Group estimates that it is more likely than not that a fuelling station will require site remediation. A provision of SEK 0.5 M per fuelling station has been made for a total provision of SEK 3 M.
Onerous contracts
A provision for onerous contracts is recognised when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
Disputes
A provision for disputes is recognised when the Group has judged that the Group has an obligation and it is likely that an outflow of resources will be required to settle the obligation, and that a reliable estimate of the amount can be made.
Earnout
Earnout is deferred additional consideration that may be payable for the acquisition of an operation. Normally, the additional consideration is linked to some kind of performance measure. A probability assessment is made to determine the size of the provision for earnout. Measurement is made at fair value.
| Non-current | Current | ||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| Restructuring | — | — | — | — | |
| Severance pay | — | — | 1 | 3 | |
| Claims | 1 | 1 | 2 | 1 | |
| Warranty obligations | 36 | 17 | 1 | 10 | |
| Restoration costs | 3 | — | — | — | |
| Onerous contracts | 54 | — | 9 | 23 | |
| Disputes | — | — | 0 | — | |
| Earnout | 0 | 1 | 1 | 0 | |
| Total | 94 | 19 | 14 | 37 |
| Restruc turing |
Severance pay |
Claims | obligations | Warranty | Restora tion costs |
Onerous contracts |
Disputes | Earnout | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 2013 | 2014 2013 | 2014 2013 | 2014 2013 | 2014 2013 | 2014 2013 | 2014 2013 | 2014 2013 | 2014 2013 | ||||||||||
| Carrying amount at start of year | – | 18 | 3 | 11 | 2 | 2 | 27 | 43 | — | — | 23 | 13 | — | 1 | 1 | 2 | 56 | 90 |
| Provisions made during the year | — | 3 | 7 | 5 | 1 | 0 | 49 | 42 | 3 | — | 41 | 11 | 0 | — | 0 | — | 101 | 61 |
| Business combinations | — | — | — | — | — | — | — | 2 | — | — | — | — | — | — | — | — | — | 2 |
| Amounts utilised during the year | — –21 | –9 –13 | — | — | — –18 | — | — | –4 | –1 | — | –1 | — | –1 | –13 –55 | ||||
| Unutilised amounts reversed during the year |
— | — | 0 | — | — | — | –38 –39 | — | — | — | — | — | — | — | — | –38 –39 | ||
| Translation differences | — | 0 | 0 | 0 | 0 | 0 | –1 | –3 | — | — | 3 | 0 | — | 0 | — | — | 2 | –3 |
| Carrying amount at year-end | — | — | 1 | 3 | 3 | 2 | 37 | 27 | 3 | — | 63 | 23 | 0 | — | 1 | 1 | 108 | 56 |
| Payments | 2014 | 2013 |
|---|---|---|
| Amount by which the provision is expected to be paid after more than twelve months | 94 | 19 |
Note 24 Other liabilities
➤ Accounting principle
For the accounting principle regarding "Liability pertaining to cars sold with repurchase agreements," see Note 2 "Revenue". For the accounting principle regarding "Derivatives," see Note 26 "Financial instruments".
➤ Important accounting estimates and judgements
See Note 2 "Revenue" pertaining to repurchase agreements and service subscriptions.
| 2014 | 2013 | |
|---|---|---|
| Other non-current liabilities | ||
| Liability pertaining to cars sold with repurchase | ||
| agreements | 920 | 603 |
| Total | 920 | 603 |
Other current liabilities
| Total | 802 | 772 |
|---|---|---|
| Other | 50 | 32 |
| Derivatives | 0 | 0 |
| Employer contributions, etc. | 30 | 22 |
| Tax deducted at source | 32 | 43 |
| Advance payments from customers | 60 | 57 |
| Value added tax | 92 | 46 |
| Liability pertaining to cars sold with repurchase agreements |
538 | 572 |
Note 25 Accrued expenses and deferred income
➤ Important accounting estimates and judgements
See Note 2 "Revenue" pertaining to repurchase agreements and service subscriptions.
| 2014 | 2013 | |
|---|---|---|
| Accrued wages and salaries | 275 | 250 |
| Accrued social security contributions | 147 | 122 |
| Accrued interest | 3 | 2 |
| Future unrealised revenue pertaining to repurchase agreements |
66 | 58 |
| Accrual of service and security agreements | 104 | 74 |
| Other accrued expenses and deferred income | 99 | 104 |
| Total | 694 | 610 |
Note 26 Financial instruments
➤ Accounting principle
Bilia applies IAS 32 Financial Instruments: Presentation, IAS 39 Financial instruments: Recognition and Measurement, IFRS 7 Financial instruments: Disclosures and IFRS 13 Fair Value Measurement in accounting for financial instruments.
Financial instruments that are recognised in the Statement of Financial Position include, on the asset side, cash and cash equivalents, loans receivable, trade receivables, financial investments and derivatives with positive fair value. On the liability side they include trade payables, loans payable and derivatives with negative fair value.
Recognition and derecognition in the Statement of Financial Position
A financial asset or financial liability is recognised in the Statement of Financial Position when Bilia becomes a party to the contractual terms of the instrument. A receivable is recognised when Bilia has performed its contractual obligations and there is a contractual obligation for the counterparty to pay, even if no invoice has been sent. Trade debtors are recognised in the Statement of Financial Position when an invoice has been sent. A liability is recognised when the counterparty has performed its contractual obligations and there is a contractual obligation to pay, even if no invoice has been received. Trade creditors are recognised when an invoice has been received.
A financial asset is derecognised in the Statement of Financial Position when the entitlements in the contract are realised, mature, or fall outside the control of Bilia. The same applies to part of a financial asset. A financial liability is derecognised in the Statement of Financial Position when the obligation in the contract is discharged or otherwise extinguished. The same applies to part of a financial liability.
A financial asset and a financial liability are offset and the net amount is recognised in the Statement of Financial Position when, and only when, an entity has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The purchase or sale of financial assets is recognised on the trade date, which is the day when the company committed itself to purchase or sell the asset.
Classification and measurement
Financial instruments that are not derivatives are recognised initially at cost, equivalent to the fair value of the instrument plus transaction costs for all financial instruments except for those classified as financial assets that are recognised at fair value through profit or loss, exclusive of transaction costs. A financial instrument is classified on initial recognition based on e.g. the purpose for which the instrument was acquired. The classification determines how the financial instrument is measured after initial recognition as described below.
Derivative instruments are initially recognised at fair value, which means that transaction costs are recognised in profit or loss for the period. After initial recognition, derivative instruments are recognised in the manner described below.
Cash and cash equivalents consist of cash on hand and demand deposits at banks and similar institutions, as well as short-term, highly liquid investments.
Short-term investments have been classified as cash and cash equivalents based on the fact that they carry negligible risk for value fluctuations, they can easily be converted to cash and they have a maturity of not more than three months from their date of acquisition.
Financial assets measured at fair value through profit or loss
In this category Bilia has derivative instruments consisting of currency swaps, which are used to control the Group's equalisation of cash and cash equivalents in foreign currencies. All derivatives with positive fair value are recognised at fair value in the Statement of Financial Position under "Other current receivables". Changes in value of currency swaps are recognised in "Financial income" or "Financial expenses". Hedge accounting is not applied.
Loan receivables and other receivables
This category consists of promissory note loans, instalment receivables, trade receivables and other receivables. Assets in this category are measured at amortised cost. Amortised cost is determined on the basis of the effective rate of interest at the acquisition date.
These assets are recognised at the amount that is expected to be recovered less doubtful debts.
In connection with impairment testing, the recoverable amount is calculated as the present value of future cash flows discounted by the effective interest rate that applied when the asset was initially recognised. Assets with a short maturity are not discounted. Impairment losses are reversed if the former reasons for impairment no longer exist and full payment is expected to be received from the customer.
Available-for-sale financial assets
Available-for-sale financial assets include financial assets that have not been classified in any other category or financial assets that Bilia has initially chosen to classify in this category. Holdings of shares and interests in entities that are not recognised as subsidiaries or associated companies, housing cooperative units and deposits of cash and cash equivalents are recognised here. Assets in this category are measured at fair value, with changes in value during the period recognised in other comprehensive income. Bilia's shareholding in this category consists of unlisted shares. Since fair value cannot be calculated with sufficient reliability for these holdings and for housing cooperative units, these assets are measured at cost. When an asset is sold, gain or loss is recognised in profit or loss for the year.
Information on how fair value has been determined for the financial instruments that are measured at fair value in the Statement of Financial Position is furnished below. Fair value is determined on the basis of the following three levels:
Financial liabilities measured at fair value through profit or loss
In this category Bilia has derivative instruments consisting of currency swaps, which are used to control the Group's equalisation of cash and cash equivalents in foreign currencies. All derivatives with negative fair value are recognised at fair value in the Statement of Financial Position under "Other current liabilities". Changes in value of currency swaps are recognised in "Financial income" or "Financial expenses". Hedge accounting is not applied.
Other financial liabilities
Loans, including debenture loans, and other financial liabilities, for example trade payables, belong to this category. The liabilities are measured at amortised cost.
The debenture loan is recognised as a non-current liability in the Statement of Financial Position. The loan is represented by 1,416,457 subordinated debentures (1,419,240) with a nominal value of SEK 20 each or integral multiples thereof.
The term of the debenture loan is from 12 January 2009 to 12 January 2016, when it falls due for payment.
The annual interest rate on the debenture loan is 7 per cent. The interest falls due for payment in arrears on 12 January every year, the first time on 12 January 2010 and the last time on the date of maturity of the debenture loan, 12 January 2016. Each interest payment consists of interest for one year (360/360). If interest is to be calculated for a shorter period than one year, interest is calculated on the actual number of days in the interest period divided by 360 (365/360).
Subordinated debentures linked to the loan are listed on the NASDAQ OMX Stockholm Retail Bond List.
The warrants can be exercised to subscribe for one Bilia Series A share per warrant held. Notification of subscription for shares can be made up to and including 5 January 2016. Warrants not exercised within this period expire and thereby become worthless. Each warrant entitles the bearer to subscribe during the subscription period for one new Series A Bilia share for SEK 20.
When the warrants are exercised to subscribe for shares, Bilia receives SEK 20 per share. The new issue entails an increase in the share capital and other contributed capital.
Level 1: according to prices quoted on an active market for the same instrument.
Level 2: based on directly or indirectly observable market inputs other than those included in level 1.
Level 3: according to inputs not based on observable market data.
| 2014 | Level 2 |
|---|---|
| Financial assets measured at fair value through profit or loss/Currency swaps | 0 |
| Financial liabilities measured at fair value through profit or loss/Currency swaps | 0 |
| 2013 | Level 2 |
|---|---|
| Financial assets measured at fair value through profit or loss/Currency swaps | 0 |
| Financial liabilities measured at fair value through profit or loss/Currency swaps | 0 |
Note 26 cont'd.
Fair value and carrying amount for financial instruments and categorisation are presented below:
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| Note | Carrying amount |
Fair value | Carrying amount |
Fair value | ||
| Financial assets measured at fair value through profit or loss | ||||||
| Other receivables/Currency swaps | 18 | 0 | 0 | 0 | 0 | |
| Loan receivables and other receivables | ||||||
| Long-term receivables, interest-bearing | 18 | 25 | 25 | 27 | 27 | |
| Trade receivables | 27 | 722 | 722 | 663 | 663 | |
| Other receivables | 18 | 113 | 113 | 84 | 84 | |
| Cash and cash equivalents | 32 | 616 | 616 | 155 | 155 | |
| Available-for-sale financial assets | ||||||
| Shares and interests | 17 | 1 | — | 1 | — | |
| Housing cooperative units | 17 | 6 | 6 | 10 | 10 | |
| Deposits, cash and cash equivalents | 17 | 4 | 4 | 3 | 3 | |
| Financial liabilities measured at fair value through profit or loss | ||||||
| Other liabilities/currency swaps | 24 | 0 | 0 | 0 | 0 | |
| Provisions | 23 | 1 | 1 | 1 | 1 | |
| Other financial liabilities | ||||||
| Debenture loan | 21 | 28 | 29 | 28 | 29 | |
| Non-current interest-bearing liabilities | 21 | 5 | 5 | 5 | 5 | |
| Current interest-bearing liabilities | 21 | 36 | 36 | 52 | 52 | |
| Finance lease liabilities | 21 | 211 | 211 | 227 | 227 | |
| Trade payables | 1,404 | 1,404 | 1,228 | 1,228 | ||
| Accrued interest | 25 | 3 | 3 | 2 | 2 |
Fair Value Measurement
The following summarizes the most important methods and assumptions that have been used to establish the fair value of the financial instruments in the above table.
Financial instruments measured at fair value
Currency swaps
For currency swaps, the fair value is determined on the basis of market rates. If such rates are not available, the fair value is calculated by discounting the difference between the contracted forward rate and the forward rate that can be obtained on the balance sheet date for the remaining contract period.
Available-for-sale financial assets
Bilia's holdings in this category consist of unlisted shareholdings, housing cooperative units and deposits. Since fair value cannot be calculated with sufficient reliability for unlisted shareholdings and housing cooperative units, these assets are measured at cost.
Note 27 Financial risks and risk management
➤ Accounting principle
Bilia applies IFRS 7 Financial instruments: Disclosures and IFRS 13 Fair Value Measurement in accounting for financial risks and risk management.
General
The main purpose of Bilia AB with subsidiaries is to sell new and used cars, and in conjunction with this also supply workshop services, spare parts, accessories and fuel.
The financing operation in Bilia encompasses the following:
• financing of the Group with loans and other operating liabilities
Financial instruments that are not measured at fair value
Interest-bearing liabilities and finance lease liabilities Fair value is largely equivalent to carrying amount, since the interest rate on outstanding liabilities is variable. Debenture loans carry a fixed interest rate. The closing price at 31 December, 101 (101), has been used to determine the fair value of the debenture loan.
Hire purchase receivables
Fair value essentially corresponds to carrying amount, since the interest rate on outstanding receivables is variable.
Trade receivables and trade payables
In the case of trade receivables and trade payables with a remaining life of less than one year, the carrying amount is deemed to reflect fair value. The carrying amount is deemed to reflect fair value in the case of trade receivables and trade payables with a life of more than one year as well, since variable interest is charged on the outstanding receivable/liability.
- currency risks, interest rate risks and operating risks are continuously measured, analysed and managed in order to reduce these risks
- administration of Group accounts and internal bank function in Bilia
- oversight of credit granting by the subsidiaries to ensure compliance with an appropriate credit policy
- Bilia's payment procedures and everything included in the concept of cash management
- control, monitoring and reporting of the outcome of Bilia's financing operation based on guidelines issued by the Board of Directors.
Goals of the financing operation
The goals of Bilia's financing operation are to:
- ensure that the Group has access to the requisite loan financing
- secure the best possible terms for lending and investing
- ensure that credit risks, interest rate risks, liquidity risks, currency risks and operating risks are always kept within the limits stipulated in Bilia's financing policy
Organisation and division of responsibilities The Parent Company Bilia AB
The Managing Director of Bilia AB is responsible for all financial activities in the Group and shall ensure that they are conducted in accordance with the finance policy adopted by the Board of Directors. The CFO is the head of the Finance Department and is responsible for ensuring that financing activities throughout Bilia are conducted in accordance with Bilia's policies, rules and instructions.
The Head of Treasury and Group Finance is in charge of the day-to-day activities of the Parent Company's Finance Department, which also has an internal bank function that is intended to serve all Group companies.
The overall objective of the finance function is to provide costeffective financing and to minimise the negative effects of currency fluctuations on the Group's earnings.
All investments of temporary excess liquidity must have high liquidity and low credit risk. Short-term investments may be made in instruments and with counterparties included in a list issued by the Managing Director of Bilia AB. The list is prepared to meet the following requirements:
- Short-term investments may be made in Swedish government securities with high liquidity with no limit on amounts.
- Short-term investments may be made in Swedish banks, no more than SEK 300 M per bank, with a commitment period of no more than 90 days. The bank must have a rating of at least A2 according to Moody's rating model or Standard & Poor's equivalent rating of A.
- Short-term investments, in commercial paper or deposits in accounts, of no more than SEK 200 M and with a commitment period of no more than 30 days may be made in Volvofinans Bank AB.
- Short-term investments may be made in securities assigned a rating of K1 by Nordisk Rating and with a remaining maturity of no more than 90 days, to an amount of no more than SEK 50 M per issuer.
Subsidiaries
The managing director of each subsidiary is responsible for ensuring that the granting of credit by the company takes place in accordance with a credit policy adopted by the company's board of directors and that financing activities are otherwise conducted in accordance with the guidelines set forth in special instructions from Bilia AB.
Financial receivables
The Group's non-current financial assets consist of hire purchase receivables amounting to SEK 5 M (7) and of promissory note loans amounting to SEK 20 M (20).
The average credit period for hire purchase receivables is just under 3 years. A market rate of interest is charged on hire purchase receivables. With regard to hire purchase receivables, Bilia has collateral in the asset in question until full payment has been received. The promissory note loans fall due in 2015 and 2016 and carry a market rate of interest.
The Group's current financial assets consist for the most part of SEK 722 M (663) in trade receivables and SEK 2 M (2) in hire purchase receivables that are expected to be repaid during the coming financial year, plus SEK 256 M (61) in short-term investments. The average credit period for trade receivables is 25 days (24).
Capital management
The Group's equity, which is defined as total reported equity, amounted at year-end to SEK 1,849 M (1,823). Return on equity amounted to 21.0 per cent (17.0).
The 2014 Annual General Meeting gave the Board of Directors a mandate to approve the acquisition of Bilia shares equivalent to no more than 10 per cent of the total number of shares.
According to Bilia's finance policy, one of the most important goals is to ensure that the Group has access to the requisite loan financing.
Bilia's dividend policy prescribes that at least 50 per cent of the net profit for the year be distributed to the shareholders. In addition to cash dividends, Bilia has made extra distributions in kind on two occasions: the spin-offs of Kommersiella Fordon (KFAB) in 2003 and Catena (property portfolio) in 2006.
There has been no change in the Group's principles for capital management during the year.
Financing agreements
For 2014, Bilia's lenders require that the ratio of EBITDA to net interest should be at least 4.5, the ratio of interest-bearing liabilities to equity should not exceed 1.15, the ratio of net debt to EBITDA should not exceed 3.0, and bank loans in relation to inventories and trade receivables should not exceed 40 per cent. In 2014 the ratio of EBITDA to net interest was 20.68, interest-bearing debt to equity 0.49, net debt to EBITDA –0.10, and bank loans to inventories and trade receivables –19 per cent. The lender is contractually entitled to cancel the lease for renegotiation or termination if the above requirements are not met.
Financial risks and risk limitation
Bilia is exposed through its business operations to various kinds of financial risks.
By "financial risks" is meant fluctuations in Bilia's earnings and cash flow as a result of changes in exchange rates, interest rates, refinancing risks and credit risks. Bilia's finance policy for managing financial risks has been formulated by the Board of Directors and comprises a framework of guidelines and rules in the form of risk mandates and limits for the financing activities.
The various financial risks to which Bilia is exposed are described below. These risks are managed by Bilia AB's internal bank at the head office in Gothenburg.
Liquidity risk
By liquidity risk (also called financing risk) is meant the risk that financing cannot be obtained at all, or only at excessively inflated costs, due to disruptions in the financial system. According to the finance policy, the goal is that there should be sufficient cash funds and guaranteed credits to cover the coming 12 months. In addition, contracts have been signed for lines of credit totalling SEK 900 M (900). The lines of credit were extended in December 2013 up until November 2016, and SEK 900 M was unutilised at year-end (900). Bilia's financial liabilities amounted to SEK 1,684 M (1,540) at year-end, and the maturity structure of the debt is shown in the table "Maturity structure".
Note 27 cont'd.
| Credit facilities and loans | Currency | Nominal amount |
Total amount | Utilised | Available |
|---|---|---|---|---|---|
| Maturity | SEK | 900 | 900 | — | 900 |
| Total | 900 | — | 900 | ||
| Available cash and cash equivalents | 616 | ||||
| Liquidity reserve | 1,516 |
Maturity structure – Financial liabilities
The following table shows the maturity structure of the financial liabilities on the balance sheet date, undiscounted cash flows.
| 2014 | 2013 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cur Lender rency |
Nominal amount SEK |
Total amount |
Within 1 mth |
1–3 mths |
3 mths– 1 yr |
1–5 yrs | >5 yrs | Nominal amount SEK |
Total amount |
Within 1 mth |
1–3 mths |
3 mths– 1 yr |
1–5 yrs | >5 yrs | |
| Debenture loan | SEK | 28 | 32 | 2 | — | — | 30 | — | 28 | 34 | 2 | — | — | 32 | — |
| Overdraft facility | SEK | — | — | — | — | — | — | — | 32 | 32 | 32 | — | — | — | — |
| Nordea Finans | DKK | 12 | 12 | 0 | 0 | 12 | — | — | 9 | 9 | 0 | 0 | 9 | — | — |
| Renault Finance Nordic | DKK | 4 | 4 | 0 | 0 | 4 | — | — | 2 | 2 | 0 | 0 | 2 | — | — |
| Renault Finance Nordic | SEK | 1 | 1 | 1 | — | — | — | — | 4 | 4 | 4 | — | — | — | — |
| Forso Nordic | DKK | 19 | 19 | 0 | 0 | 19 | — | — | 5 | 5 | 0 | 0 | 5 | — | — |
| Personnel fund | SEK | 5 | 5 | — | — | 0 | 0 | 5 | 5 | 5 | — | — | 0 | 0 | 5 |
| Derivatives | 0 | 0 | 0 | — | — | — | — | 0 | 0 | 0 | — | — | — | — | |
| Trade payables | 1,404 | 1,404 | 1,404 | — | — | — | — | 1,228 | 1,228 | 1,228 | — | — | — | — | |
| Finance lease liabilities | SEK | 211 | 217 | 35 | 12 | 109 | 61 | — | 227 | 236 | 37 | 13 | 64 | 122 | — |
| Total | 1,684 1,694 1,442 | 12 | 144 | 91 | 5 | 1,540 1,555 1,303 | 13 | 80 | 154 | 5 |
Market risk
Market risk is the risk that the fair value of, or future cash flows from, a financial instrument will fluctuate due to changes in market prices. Market risks are divided by IFRS into three types: interest rate risk, currency risk and other price risks. The main market risks that affect the Group are interest rate risks and currency risks.
Bilia's goal is to manage and control market risks within established parameters while simultaneously optimising the result of the risk-taking within given limits. The parameters are set for the purpose of ensuring that the market risks will, in the short term (6–12 months), have only a marginal effect on Bilia's earnings and position. In the longer term, however, lasting changes in exchange rates and interest rates will have an impact on the consolidated profit.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will vary due to changes in market rates. Interest rate risk can consist of change in fair value, known as price risk, and changes in cash flow, known as cash flow risk. A significant factor influencing interest rate risk is the fixed interest rate period.
A short average fixed interest rate period in Bilia's loan portfolio means that large interest rate changes affect earnings almost immediately.
A long fixed interest rate period, on the other hand, means that the financing cost may fall out of step with the general price and inflation trend and therefore deviate significantly from the current cost of financing generally applicable in the sector. Bilia's assets are primarily of a current nature. The goal of the finance policy is to minimize the effects of an interest rate change.
According to the finance policy, the goal is that at a net debt of less than SEK 500 M, the fixed interest rate period should be 0–6 months. If net debt exceeds SEK 500 M, the average fixed interest rate period should be no more than 9 months.
At the balance sheet date, the Bilia had the following interest rate profile on its financial instruments:
| Carrying amounts in | 2014 | 2013 |
|---|---|---|
| Variable interest rate | ||
| Financial assets | 643 | 184 |
| Financial liabilities | 252 | 284 |
The debenture loan is not included in the above financial liabilities. The loan amounts to SEK 28 M and carries a fixed interest rate of 7 per cent.
Sensitivity analysis
As of 31 December 2014, a general increase in the interest rate by 1 percentage point is expected to reduce the Group's profit before tax by about SEK 4 M (1).
Currency risk
Bilia is exposed to different types of currency risks. The foremost exposure comes from currency risk fluctuations on translation of the assets and liabilities of foreign subsidiaries to the Parent Company's functional currency, called translation exposure.
Derivative instruments such as interest rate swaps and forward exchange contracts are used to control Bilia's interest rate risk. They may only be used by Bilia AB or under its control and only to meet the requirements on minimising risk in a cost-effective manner as prescribed by the finance policy.
Subsidiaries
All companies in Bilia are restricted in their marketing and sales to their home market. Products are purchased according to price lists in the local currency. According to Bilia's instructions for financing in the subsidiaries, all financing must be in the local currency. In this way, no currency risk arises at the subsidiary level. In cases where currency risk nevertheless arises, it must be hedged, provided the currency risk on each occasion is not judged to be marginal.
Currency swaps are used to eliminate exchange rate risks that arise in conjunction with the offsetting of bank balances in different currencies.
The table below shows outstanding holdings of currency swaps where Bilia has sold NOK and bought DKK against SEK, broken down by currency and year.
| 2014 | 2013 | ||||
|---|---|---|---|---|---|
| Currency swaps | Currency | SEK | Currency | SEK | |
| NOK | –125 | –131 | 165 | 175 | |
| DKK | 52 | 66 | 65 | 78 |
Currency swaps fall due within a month of the balance sheet date.
Transaction exposure
Transaction exposure is limited by the fact that all sales and purchases take place in the local currency.
Translation exposure
Foreign net assets in Bilia are denominated in the following currencies:
| Currency | 2014 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| NOK | 386 | 87 | 348 | 86 |
| DKK | 60 | 13 | 59 | 14 |
| EUR | 0 | 0 | 0 | 0 |
Bilia has had a policy of not hedging translation exposures in foreign currencies.
Sensitivity analysis
If the Norwegian krone and the Danish krone were strengthened by 10 per cent against the Swedish krona, the Group's pre-tax profit on translation of foreign subsidiaries would be affected. The Group's profit before tax would be strengthened by SEK 15 M (12) against the Norwegian krone and weakened by SEK 2 M (–2) against the Denmark krone, since the operation in Denmark is running at a loss.
Credit risk
Financial activities
Financial risk management entails an exposure to credit risks. These are mainly counterparty risks associated with receivables from banks and other counterparties that arise in connection with purchases of derivative instruments.
By counterparty risk is meant the risk that the counterparty to an agreement will default on its financial obligations. Financial agreements may only be entered into with counterparties included on the list issued by the MD of Bilia AB.
List of permissible counterparties in currency swaps and forward exchange contracts:
| Lender | Maximum amount |
|---|---|
| Nordea | 350 |
| DNB | 350 |
Trade receivables
The risk that Bilia's customers will default on their obligations, in other words that payment will not be received for trade receivables, constitutes a customer credit risk. Credit checks are run on Bilia's customers, whereby information on the customers' financial status is requested from different credit agencies. Bilia has established a credit policy for handling customer credits. The policy stipulates decision levels for different credit limits and how credits and doubtful debts are to be rated.
In this context, "credit" is equated with responsibility for customers' solvency that may remain after the credit has been taken over by Volvofinans Bank AB or another credit institution.
The maximum exposure to credit risk is shown by the carrying amount for the financial asset in question in the table below. For concentration of credit risk, see below.
Based on historic data, Bilia does not find that any impairment of trade receivables not yet due is necessary at the balance sheet date. As far as provision for doubtful debts is concerned, an assessment is made in each individual case, taking into account the customer's credit history and historical experience of bad debt losses on similar receivables. Most of the outstanding trade receivables are customers previously known to the Group with good credit ratings.
Trade receivables are recognised after taking into account bad debt losses, which amounted to SEK 5 M (3). Impairment loss for the year amounts to SEK 1 M (6).
| Age analysis, trade receivables | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Gross | Impairment | Gross | Impairment | |||
| Trade receivables not due | 617 | — | 549 | — | ||
| Overdue trade receivables 0–30 days | 99 | 0 | 103 | –5 | ||
| Overdue trade receivables 31–90 days | 10 | –4 | 20 | –6 | ||
| Overdue trade receivables 91–180 days | 6 | –6 | 5 | –4 | ||
| Overdue trade receivables 181–360 days | 3 | –3 | 1 | –1 | ||
| Overdue trade receivables > 360 days | 4 | –4 | 1 | — | ||
| Total | 739 | –17 | 679 | –16 |
Note 27 cont'd.
| Age analysis, hire purchase receivables | 2013 | |||
|---|---|---|---|---|
| Gross | Impairment | Gross | Impairment | |
| Hire purchase receivables not due | 6 | — | 7 | — |
| Overdue hire purchase receivables 0–30 days | 1 | — | 0 | — |
| Overdue hire purchase receivables 31–90 days | 0 | — | 1 | — |
| Overdue hire purchase receivables 91–180 days | 0 | — | 1 | — |
| Overdue hire purchase receivables 181–360 days | 0 | — | 0 | — |
| Overdue hire purchase receivables > 360 days | 0 | — | 0 | — |
| Total | 7 | — | 9 | — |
Bilia has reservation of title on cars sold equivalent to the market value that is judged to be on a level with outstanding hire purchase receivables.
Recourse liability
Bilia has a repurchase commitment if lessees or borrowers default on their payment obligations for cars financed by Volvofinans Bank AB and brokered by Bilia. Bilia receives a commission for cars brokered to Volvofinans Bank AB. The commission is received for the most part continuously over the term of the contract, and non-reve- nue commission attributable to financings with recourse liability not yet due amounts to SEK 134 M (110). Credit losses for financings with recourse liability, which have historically been at a very low level, amounted to SEK 3 M in 2014 (2).
| Age analysis, recourse liabilities | 2013 | |||
|---|---|---|---|---|
| Gross | Impairment | Gross | Impairment | |
| Recourse liabilities not due | 4,541 | — | 4,127 | — |
| Overdue recourse liabilities 0–30 days | 25 | — | 19 | — |
| Overdue recourse liabilities 31–90 days | 1 | — | 1 | — |
| Overdue recourse liabilities 91–180 days | 1 | — | 0 | — |
| Overdue recourse liabilities 181–360 days | 0 | — | 0 | — |
| Overdue recourse liabilities > 360 days | 0 | — | 0 | — |
| Total | 4,568 | — | 4,147 | — |
Concentration of credit risk
The three biggest customers account for 16.7 per cent (18.6) of the trade receivables, 76.3 per cent (83.9) of the hire purchase receiva- bles and 0.7 per cent (0.5) of the recourse liabilities. The credit risk among these customers is judged to be low.
| Allowance account | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Trade receivables |
Hire purchase receivables |
Recourse liabilities |
Trade receivables |
Hire purchase receivables |
Recourse liabilities |
|
| Opening balance | –16 | — | — | –18 | — | — |
| Reversal of previous impairment losses | 0 | — | — | 7 | — | — |
| Impairment losses for the year | –1 | — | — | –6 | — | — |
| Translation difference | 0 | — | — | 1 | — | — |
| Closing balance | –17 | — | — | –16 | — | — |
Note 28 Operating leases
➤ Accounting principle
Bilia applies IAS 17 Leases in accounting for leases.
Leases
Leases are classified as either finance or operating leases. In the case of finance leases, the economic risks and rewards incidental to ownership are transferred substantially to the lessee. Otherwise the lease is classified as an operating lease.
Lessee
Costs pertaining to operating leases are recognised in profit or loss for the year on a straight-line basis over the lease period. Benefits obtained in conjunction with the signing of a lease are recognised in profit or loss for the year as a reduction in the lease payments on a straight-line basis over the term of the lease. Variable payments are recognised as expenses in the periods they are incurred.
Assets rented under operating leases are mainly premises used for sales and service of cars and office equipment. Bilia AB is the lessee on most of the Swedish property leases and sublets the premises
to the subsidiaries. At year-end 2014, the property leases covered about 389,000 sq m (386,000).
In some cases, lease payments are fixed for periods of three months based on STIBOR or CIBOR. In other cases, lease payments are linked to a portion of the consumer price index or similar index. Leases can be extended in most cases.
Non-cancellable lease payments amount to:
| 2014 | 2013 | |
|---|---|---|
| Minimum lease payments for the year | –409 | –399 |
| Total lease costs for the year | –409 | –399 |
| Future lease payments | ||
| Within one year | –396 | –399 |
| Between one and five years | –1,481 | –1,447 |
| Later than five years | –1,111 | –1,136 |
| Total | –2,988 | –2,982 |
Lessor
Revenue pertaining to operating leases is recognised in profit or loss for the year on a straight-line basis over the lease period.
Assets that are leased out under operating leases are recognised as property, plant and equipment, see Note 15 "Property, plant and equipment". These assets consist of:
- owned cars that are leased out under operating leases
- cars rented via finance leases that are leased out under operating leases
- sold cars combined with a future repurchase commitment at a guaranteed residual value.
In addition, premises are rented via operating leases and then sublet via operating leases.
The past year's and future non-cancellable lease payments are as follows:
| 2014 | 2013 | |
|---|---|---|
| Lease payments for the year | 370 | 355 |
| Total lease payments for the year | 370 | 355 |
| Future lease payments | ||
| Within one year | 176 | 192 |
| Between one and five years | 305 | 213 |
| Later than five years | 7 | 8 |
| Total | 488 | 413 |
A cost of SEK 14 M (23) is recognised for repairs and maintenance of leased cars and premises.
Note 29 Capital commitments
During 2014 the Group concluded agreements to acquire SEK 44 M (31) worth of intangible non-current assets and property, plant and equipment. These commitments are expected to be settled during the following financial year.
Note 30 Pledged assets and contingent liabilities
➤ Accounting principle
Bilia applies IAS 37 Provisions, Contingent Liabilities and Contingent Assets in accounting for pledged assets and contingent liabilities.
A contingent liability is recognised when there exists a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence of one or more uncertain future events or when there exists an obligation that is not recognised as a liability or a provision due to the fact that it is not probable that an outflow of resources will be required.
Pledged assets
| 2014 | 2013 | |
|---|---|---|
| For own liabilities and provisions | ||
| Floating charges | 587 | 587 |
| Leased vehicles and hire purchase receivables |
206 | 222 |
| Documents and deposits | 0 | 0 |
| Pledged assets | ||
| – Endowment policies | 129 | 95 |
| – Inventories | 200 | 200 |
| Total pledged assets | 1,122 | 1,104 |
Contingent liabilities
| Total contingent liabilities | 4,577 | 4,155 |
|---|---|---|
| Recourse liability | 4,568 | 4,147 |
| Warranty obligations, FPG/PRI | 9 | 8 |
| 2014 | 2013 |
Recourse liability
Bilia has a repurchase commitment if lessees or borrowers default on their payment obligations for cars financed by Volvofinans Bank AB and brokered by Bilia. Bilia receives a commission for cars brokered to Volvofinans Bank AB. The commission is received for the most part continuously over the term of the contract, and nonrevenue commission attributable to financings with recourse liability not yet due amounts to about SEK 134 M (110). Credit losses for financings with recourse liability, which have historically been at a very low level, amounted to SEK 3 M in 2014 (2).
Note 31 Related parties
➤ Accounting principle
Bilia applies IAS 24 Related Party Disclosures in accounting for related parties.
Key management personnel consist of Board members, the Managing Director and other senior officers. Disclosures regarding wages, salaries, options and other remuneration to key management personnel are presented in Note 8 "Employees, personnel costs and remunerations for senior officers".
Other transactions are reported below:
Board members Mats Qviberg and Anna Engebretsen and their close family members control, directly and indirectly via Investment AB Öresund, approximately 24 per cent (30) of the votes in the company.
Related party transactions
| Purchases | Claim on | Debt to | ||||
|---|---|---|---|---|---|---|
| Related party relationship | Year | Sales of goods and services to related party |
of goods and services from related party |
Commissions/ interest/ dividend |
related party at 31 December |
related party at 31 December |
| Associated companies | 2014 | 1,265 | 43 | 92 | 239 | 5 |
| Associated companies | 2013 | 990 | 48 | 70 | 52 | 2 |
| Contingent liabilities for associated companies | 2014 | 4,568 | ||||
| Contingent liabilities for associated companies | 2013 | 4,147 |
Transactions with key management personnel are priced on market terms.
Note 32 Cash and cash equivalents and specifications for cash flows
➤ Accounting principle
Bilia applies IAS 7 Statement of Cash Flows in accounting for cash flows.
| 2014 | 2013 | |
|---|---|---|
| The following items are included in cash and cash equivalents Cash on hand and demand deposits |
358 | 91 |
| Cash on hand | 2 | 3 |
| Short-term investments, equivalent to cash | 256 | 61 |
| Total according to Statement of Cash Flows |
616 | 155 |
The effective interest rate for short-term investments in 2014 was 0.47 per cent (1.03). The short-term investments had an average maturity of 1 day (1).
Dividends received and Group contributions
| 2014 | 2013 | |
|---|---|---|
| Dividends received | 4 | 4 |
| Interest received | 6 | 7 |
| Interest paid | –43 | –39 |
| Total | –33 | –28 |
Depreciation/amortisation and impairment losses
| Total | –349 | –330 |
|---|---|---|
| Impairment losses | –10 | –4 |
| Depreciation/amortisation | –339 | –326 |
| 2014 | 2013 |
Other items not affecting cash
| 2014 | 2013 | |
|---|---|---|
| Capital gain on sales of property, plant and | ||
| equipment | –13 | –2 |
| Share in profit/loss of associated companies | –26 | –31 |
| Other provisions | 16 | –32 |
| Profit share to employees | 21 | 16 |
| Other | 12 | 19 |
| Total | 10 | –30 |
Acquisition of subsidiaries and other business units
| Acquired assets and liabilities | 2014 | 2013 |
|---|---|---|
| Intangible assets | 13 | 21 |
| Property, plant and equipment | 38 | 92 |
| Long-term investments | 0 | — |
| Deferred tax asset | 0 | 1 |
| Inventories | 39 | 14 |
| Operating receivables | 11 | — |
| Cash and cash equivalents | 1 | — |
| Total assets | 102 | 128 |
| Deferred tax liability | — | 1 |
| Operating liabilities | 59 | 100 |
| Total provisions and liabilities | 59 | 101 |
| Acquired net assets | 43 | 27 |
| Purchase consideration: | 43 | 27 |
| Purchase consideration | 43 | 27 |
| Less: Cash and cash equivalents in acquired business |
1 | — |
| Impact on cash and cash equivalents | –42 | –27 |
Disposal of subsidiaries and other business units
| Disposal of assets and liabilities | 2014 | 2013 |
|---|---|---|
| Intangible assets | — | 22 |
| Property, plant and equipment | 8 | 27 |
| Deferred tax asset | — | 0 |
| Inventories | — | 35 |
| Operating receivables | 0 | 13 |
| Cash and cash equivalents | — | 2 |
| Total assets | 8 | 99 |
| Capital loss | 0 | –2 |
| Deferred tax liability | — | 3 |
| Loans | — | 48 |
| Operating liabilities | — | 13 |
| Total provisions and liabilities | 0 | 62 |
| Sales price: | 8 | 37 |
| Purchase consideration received | 8 | 37 |
| Less: cash and cash equivalents in disposed business | — | 2 |
| Impact on cash and cash equivalents | 8 | 35 |
Unutilised credit facilities
| 2014 | 2013 | |
|---|---|---|
| Unutilised credit facilities amount to | 1,036 | 1,006 |
Note 33 Events after the balance sheet date
➤ Accounting principle
Bilia applies IAS 10 Events After the Reporting Period in accounting for events after the balance sheet date.
The financial statements were approved for publication by the Parent Company's Board of Directors on 11 March 2015.
On 21 January 2015, Bilia concluded an agreement to acquire all the shares in Toyota Hell Bil AS and Toyota Horten Tønsberg AS. Annual turnover is about SEK 1 bn, and for the past four years the operation has reported an operating profit of about SEK 25 M. The companies' capital employed, plus agreed-on surplus values, amounts to about SEK 210 M. The date of possession was 1 March 2015. Further information about the acquisition was not available when the annual report was approved. This information will be presented in the first quarterly report in 2015.
Bilia AB's Board of Directors resolved on 2 March 2015 that the operation in Denmark will be sold or shut down. The background of the decision is that the operation has been reporting a loss for a long time and that the competition from other dealers in the Copenhagen area who sell the same car brands has increased in recent years. The assessment is that the business will not be able to live up to the Group's profitability goal. Over the past ten years, Bilia's Danish operation has reported an average pre-tax loss of about SEK 34 M. The cost of selling or shutting down the operation is estimated at about SEK 150 M after tax. The sale or closure will have only a marginal effect on cash flow.
Note 34 Information about the Parent Company
Bilia AB (publ) is a Swedish-registered limited company domiciled in Gothenburg. The Parent Company's shares are registered on NASDAQ OMX Stockholm.
The postal address to the head office is: Bilia AB (publ) Box 9003 SE-400 91 Gothenburg, Sweden
Visiting address: Norra Långebergsgatan 3, Västra Frölunda Telephone: +46 31 709 55 00 bilia.com Corporate ID No.: 556112-5690
The consolidated accounts for 2014 comprise the Parent Company and its subsidiaries, together called the Group. The Group also includes holdings in associated companies.
Income Statement for Parent Company
| SEK M | Note | 2014 | 2013 |
|---|---|---|---|
| Net turnover | 2 | 444 | 401 |
| Administrative expenses | 3, 4 | –494 | –446 |
| Operating loss | 21 | –50 | –45 |
| Income/loss from financial items | |||
| Income/loss from interests in Group companies | 5 | –45 | –41 |
| Other interest income and similar line items | 5 | 25 | 53 |
| Interest expenses and similar line items | 5 | –10 | –40 |
| Loss after financial items | –80 | –73 | |
| Appropriations | 6 | 341 | 272 |
| Profit before tax | 261 | 199 | |
| Tax | 7 | –61 | –55 |
| Net profit for the year 1) | 200 | 144 |
1) Net profit for the year coincides with comprehensive income for the year.
Balance Sheet for Parent Company
| SEK M | Note | 2014 | 2013 |
|---|---|---|---|
| Assets | 19, 22 | ||
| Non-current assets | |||
| Intangible assets | 8 | ||
| Intellectual property | 47 | 46 | |
| 47 | 46 | ||
| Property, plant and equipment | 9 | ||
| Building | 23 | 11 | |
| Construction in progress | 6 | 8 | |
| Equipment, tools, fixtures and fittings | 11 | 9 | |
| 40 | 28 | ||
| Long-term investments | |||
| Interests in Group companies | 10 | 679 | 716 |
| Other securities held as non-current assets | 11 | 0 | 0 |
| Other non-current receivables | 12 | 20 | 20 |
| Deferred tax asset | 7 | 33 | 24 |
| 732 | 760 | ||
| Total non-current assets | 819 | 834 | |
| Current assets | |||
| Current receivables | |||
| Trade receivables | 0 | 2 | |
| Receivables from Group companies | 493 | 715 | |
| Other receivables | 19 | 11 | |
| Prepaid expenses and accrued income | 79 | 81 | |
| 591 | 809 | ||
| Short-term investments | 200 | — | |
| Cash on hand and demand deposits | 351 | 83 | |
| Total current assets | 1,142 | 892 | |
| Total assets | 1,961 | 1,726 |
Balance Sheet for Parent Company
| SEK M | Note | 2014 | 2013 |
|---|---|---|---|
| Equity and liabilities | 19, 22 | ||
| Equity | 13 | ||
| Restricted equity | |||
| Share capital (25,174,033 shares) | 252 | 251 | |
| Statutory reserve | 47 | 47 | |
| 299 | 298 | ||
| Non-restricted equity | |||
| Share premium reserve | 47 | 47 | |
| Retained earnings | 603 | 685 | |
| Net profit for the year | 200 | 144 | |
| 850 | 876 | ||
| Total equity | 1,149 | 1,174 | |
| Untaxed reserves | 14 | 386 | 277 |
| Provisions | |||
| Provisions for pensions and similar obligations | 16 | 22 | 19 |
| Deferred tax liability | 7 | 2 | 1 |
| 24 | 20 | ||
| Non-current liabilities | |||
| Debenture loan | 17, 20 | 28 | 28 |
| Other liabilities | 17, 20 | 5 | 5 |
| 33 | 33 | ||
| Current liabilities | |||
| Liabilities to credit institutes | 15, 20 | — | 32 |
| Trade payables | 20 | 83 | 73 |
| Current tax liability | 15 | 21 | |
| Liabilities to Group companies | 204 | 24 | |
| Other liabilities | 17 | 2 | 4 |
| Accrued expenses and deferred income | 18 | 65 | 68 |
| 369 | 222 | ||
| Total equity and liabilities | 1,961 | 1,726 | |
| Pledged assets and contingent liabilities for the Parent Company | |||
| Pledged assets | 23 | 567 | 534 |
| Contingent liabilities | 23 | 1,597 | 1,356 |
Statement of Changes in Equity for Parent Company
| Restricted equity | Non-restricted equity | |||||||
|---|---|---|---|---|---|---|---|---|
| SEK M | Number of | shares Share capital | Statutory reserve |
Share premium reserve |
Retained earnings |
Net profit for the year |
Total equity |
|
| Opening equity 1 Jan. 2013 | 25,114,099 | 251 | 47 | 47 | 654 | 111 | 1,110 | |
| Reposting of last year's profit | — | — | — | — | 111 | –111 | — | |
| Dividend (SEK 6.00 per share) | — | — | — | — | –148 | — | –148 | |
| Net profit for the year | — | — | — | — | — | 144 | 144 | |
| New issue | 25,493 | 0 | — | 0 | — | — | 0 | |
| Disposal of own shares | — | — | — | — | 68 | — | 68 | |
| Closing equity 31 Dec. 2013 | 25,139,592 | 251 | 47 | 47 | 685 | 144 | 1,174 | |
| Opening equity 1 Jan. 2014 | 25,139,592 | 251 | 47 | 47 | 685 | 144 | 1,174 | |
| Reposting of last year's profit | — | — | — | — | 144 | –144 | — | |
| Dividend (SEK 9.00 per share) | — | — | — | — | –226 | — | –226 | |
| Net profit for the year | — | — | — | — | — | 200 | 200 | |
| New issue | 34,441 | 1 | — | 0 | — | — | 1 | |
| Closing equity 31 Dec. 2014 | 25,174,033 | 252 | 47 | 47 | 603 | 200 | 1,149 |
Cash Flow Statement for Parent Company
| SEK M | Note | 2014 | 2013 |
|---|---|---|---|
| Operating activities | 25 | ||
| Loss after financial items | –80 | –73 | |
| Other items not affecting cash | 116 | 59 | |
| Tax paid | –75 | –41 | |
| Cash flow from operating activities before change in working capital | –39 | –55 | |
| Change in operating receivables | 669 | –20 | |
| Change in operating liabilities | –138 | –30 | |
| Cash flow from operating activities | 492 | –105 | |
| Investing activities | |||
| Acquisition of non-current assets (tangible and intangible) | –32 | –33 | |
| Operating cash flow | 460 | –138 | |
| Shareholders' contributions paid | –8 | –37 | |
| Investments in financial assets | –71 | –1 | |
| Acquisition of subsidiaries, net | 14 | 0 | |
| Cash flow after net investments | 395 | –176 | |
| Financing activities | |||
| Borrowings | 400 | — | |
| Repayment of loans | –400 | — | |
| Change in overdraft facility | –32 | –21 | |
| Exercised warrants | 1 | 0 | |
| Disposal of own shares | — | 68 | |
| Dividend paid | –226 | –148 | |
| Dividends received and Group contributions | 330 | 360 | |
| Cash flow from financing activities | 73 | 259 | |
| Change in cash and cash equivalents | 468 | 83 | |
| Cash and cash equivalents at start of year | 83 | 0 | |
| Cash and cash equivalents at year-end | 551 | 83 |
Notes to the Parent Company financial statements
Amounts in SEK M unless otherwise stated.
Note 1 Key accounting principles
The Parent Company has prepared its annual accounts in accordance with the Swedish Annual Accounts Act (1995:1554) and the Swedish Financial Reporting Board's recommendation RFR 2 Accounting for Legal Entities. The statements regarding listed companies issued by the Swedish Financial Reporting Board are also applied. Under RFR 2, the Parent Company shall, in preparing the annual accounts for the legal entity, apply all IFRSs and statements adopted by the EU whenever this is possible within the framework of the Annual Accounts Act and the Act on Safeguarding of Pension Obligations, while taking account of the relationship between accounting and taxation. The recommendation stipulates which exceptions and additions shall be made to the IFRSs.
The Parent Company applies the same accounting principles as the Group, except in the cases described below.
The Parent Company's accounting principles have been applied consistently to all periods presented in the Parent Company's financial statements.
Presentation and formats
An Income Statement is presented for the Parent Company where a Consolidated Statement of Income and Other Comprehensive Income is presented for the Group. Furthermore, the designations Balance Sheet and Cash Flow Statement are used for the Parent Company for those statements which in the Group are entitled Consolidated Statement of Financial Position and Consolidated Statement of Cash Flows, respectively. The Income Statement and the Balance Sheet for the Parent Company follow the formats stipulated in the Annual Accounts Act, while the Consolidated Statement of Income and Other Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows are based on IAS 1 Presentation of Financial Statements and IAS 7 Statement of Cash Flows. The differences in the Parent Company's Income Statement and Balance Sheet, compared with the consolidated statements, consist mainly of recognition of equity and the occurrence of provisions as a separate heading in the Balance Sheet.
Subsidiaries
Interests in subsidiaries are accounted for in the Parent Company according to the cost method. This means that transaction costs are included in the carrying amount of holdings in subsidiaries.
Contingent considerations are measured based on the probability that the purchase consideration will be paid. Any changes in the provision are added to the cost.
Revenue
Rental income
The Parent Company rents most of the properties in the Swedish part of the Group. The rents are further invoiced to the subsidiaries. Rental income and costs are recognised gross in the Parent Company in the period to which they are attributable.
Anticipated dividends
Anticipated dividend from a subsidiary is recognised in cases where the Parent Company alone is entitled to determine the size of the dividend and the Parent Company has made a decision on the size of the dividend before the Parent Company has published its financial statements.
Financial guarantees
The Parent Company's financial guarantee contracts consist in the main of guarantees for the benefit of Group companies. Financial guarantees require the company to reimburse the holder of a debt instrument for losses the latter incurs due to the fact that a stipulated debtor fails to make payment when due under the terms of the contract. In accounting for financial guarantee contracts, the Parent Company applies an exemption rule allowed by the Swedish Financial Reporting Board, compared with the rules in IAS 39. The exemption rule pertains to financial guarantee contracts issued for the benefit of subsidiaries. The Parent Company recognises financial guarantee contracts as provision in the Balance Sheet when the company has an obligation and an outflow of resources will probably be required to settle the obligation.
Leased assets
In the Parent Company, all leases are accounted for in accordance with the rules for operating leases.
Employee benefits
Defined-benefit plans
In the Parent Company, different rules are applied to the calculation of defined-benefit plans than those given in IAS 19. The Parent Company follows the provisions of the Swedish Act on Safeguarding of Pension Obligations and the regulations of the Swedish Financial Supervisory Authority, since this is a prerequisite for tax deductibility. The most important differences compared with the rules in IAS 19 concern how the discount rate is determined, that calculation of the defined-benefit obligation is based on the current salary level without the assumption of future salary increases, and that all actuarial gains and losses are recognised in the Income Statement when they are incurred.
Taxes
In the Parent Company, in contrast to the Group, untaxed reserves are recognised without being divided into equity and deferred tax liability. In a similar manner, in the Parent Company Income Statement, no reallocation of appropriations is made to deferred tax expense.
Group contributions and shareholders' contributions
Shareholders' contributions paid are capitalised in shares and interests, to the extent impairment loss is not recognised.
Group contributions paid and received are recognised as appropriations.
Note 2 Allocation of revenues
| 2014 | 2013 | |
|---|---|---|
| Net turnover/function | ||
| Rental income | 249 | 229 |
| IT and training services | 124 | 121 |
| Other | 71 | 51 |
| Total | 444 | 401 |
Note 3 Employees and personnel costs
Information regarding the Parent Company's employees and personnel costs is furnished in the Group's Note 8 "Employees, personnel costs and remunerations for senior officers."
Note 4 Fees and cost reimbursement to auditors
| SEK '000 | 2014 | 2013 |
|---|---|---|
| KPMG AB | ||
| Auditing assignment | –195 | –195 |
| Auditing activities other than the auditing | ||
| assignment | –62 | –135 |
| Tax advice | –40 | –14 |
| Other assignments | –68 | –26 |
By "auditing assignment" is meant statutory audit of the annual accounts, the consolidated accounts, the accounting records and the administration of the Board of Directors and the Managing Director, plus auditing and other examination as agreed-on or contracted. This includes other tasks that are incumbent upon the company's auditor to perform plus advice or other assistance arising from observations in connection with such auditing or performance of such other tasks. All else is classified as "Auditing activities other than the auditing assignment", "Tax advice" and "Other assignments".
| 2014 | 2013 | |
|---|---|---|
| Income/loss from interests in Group companies |
||
| Gain from sale of shares in subsidiaries | 14 | — |
| Dividend | 56 | — |
| Impairment losses | –115 | –41 |
| Total | –45 | –41 |
Interest income and similar line items
| Total | –10 | –40 |
|---|---|---|
| Interest costs on defined-benefit pension obligations |
–1 | –1 |
| Other exchange losses | — | –8 |
| Loss currency swaps | –1 | –22 |
| Interest expenses, other | –8 | –9 |
| Interest expenses, Group companies | 0 | 0 |
| Interest expenses and similar line items | ||
| Total | 25 | 53 |
| Other exchange gains | — | 12 |
| Gain currency swaps | — | 15 |
| Interest income, other | 3 | 2 |
| Interest income, Group companies | 22 | 24 |
Note 6 Appropriations
| 2014 | 2013 | |
|---|---|---|
| Difference between recognised depreciation/ | ||
| amortisation and depreciation/amortisation | ||
| according to plan: | ||
| Intellectual property | 0 | 0 |
| Building equipment | 0 | 0 |
| Equipment, tools, fixtures and fittings | –4 | 0 |
| Tax allocation reserves: | ||
| Reversal of tax allocation reserve, | ||
| allocated financial year 2007 | — | 33 |
| Provision to tax allocation reserve, | ||
| allocated financial year 2013 | — | –83 |
| Provision to tax allocation reserve, | ||
| allocated financial year 2014 | –105 | — |
| Group contributions: | ||
| Group contributions received | 450 | 330 |
| Group contributions paid | — | –8 |
| Total | 341 | 272 |
Note 7 Taxes
Recognised in the Income Statement
| 2014 | 2013 | |
|---|---|---|
| Current tax expense (–)/tax income (+) | ||
| Tax expense/income for the year | –69 | –58 |
| –69 | –58 | |
| Deferred tax expense (–)/tax income (+) | ||
| Deferred tax pertaining to temporary differences | 8 | 3 |
| Deferred tax resulting from changes in tax rates | — | — |
| 8 | 3 | |
| Total tax expense recognised | –61 | –55 |
| 2014 | 2013 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Reconciliation of effective tax Profit before tax |
261 | 199 | ||
| Tax according to tax rate applicable to Parent Company | –57 | 22.0 | –44 | 22.0 |
| Tax effect of changed tax rate | — | — | 0 | 0.0 |
| Tax attributable to previous years | — | — | –3 | 1.5 |
| Tax effect attributable to impairment of Group companies | –25 | 9.7 | –11 | 5.6 |
| Tax effect of non-deductible expenses | 5 | –1.9 | –2 | 1.0 |
| Tax effect of non-taxable revenues | 16 | –6.6 | 5 | –2.5 |
| Standard interest on tax allocation reserve | 0 | 0.3 | 0 | 0.0 |
| Effective tax recognised | –61 | 23.5 | –55 | 27.6 |
Recognised in the Balance Sheet
Deferred tax assets and liabilities
| Deferred tax asset |
Deferred tax liability |
Net | ||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Deferred tax assets and liabilities recognised | ||||||
| Deferred tax assets and liabilities are attributable to the following: | ||||||
| Building | 0 | 0 | 2 | 1 | –2 | –1 |
| Pension provisions | 33 | 24 | — | — | 33 | 24 |
| Tax assets | 33 | 24 | 2 | 1 | 31 | 23 |
The change in the Parent Company between the years has been recognised as deferred tax expense/income in the Income Statement.
Note 8 Intangible assets
| Software, developed in-house |
Software, acquired |
Total intellectual property |
||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Accumulated costs | ||||||
| At start of year | 18 | 18 | 93 | 78 | 111 | 96 |
| Purchases | — | — | 16 | 15 | 16 | 15 |
| Retirements | — | — | — | 0 | — | 0 |
| 18 | 18 | 109 | 93 | 127 | 111 | |
| Accumulated amortisation | ||||||
| At start of year | –17 | –17 | –47 | –35 | –64 | –52 |
| Retirements | — | — | — | 0 | — | 0 |
| Amortisation for the year | 0 | 0 | –15 | –12 | –15 | –12 |
| –17 | –17 | –62 | –47 | –79 | –64 | |
| Accumulated impairment losses | ||||||
| At start of year | –1 | –1 | 0 | 0 | –1 | –1 |
| –1 | –1 | 0 | 0 | –1 | –1 | |
| Carrying amount at year-end | 0 | 0 | 47 | 46 | 47 | 46 |
Amortisation and impairment losses
| Amortisation is included on the following lines in the Income Statement: |
Software, developed in-house |
Software, acquired |
Total intellectual property |
|||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Administrative expenses | 0 | 0 | –15 | –12 | –15 | –12 |
No impairment losses have been recognised.
Note 9 Property, plant and equipment
| Buildings | Construction in progress |
Equipment, tools, fixtures and fittings |
||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Accumulated costs | ||||||
| At start of year | 12 | 3 | 8 | 2 | 16 | 17 |
| Purchases | 11 | 9 | — | 6 | 5 | 3 |
| Reclassifications | 2 | — | –2 | — | — | — |
| Disposals and retirements | — | 0 | — | — | — | –4 |
| 25 | 12 | 6 | 8 | 21 | 16 | |
| Accumulated depreciation according to plan | ||||||
| At start of year | –1 | 0 | — | — | –7 | –9 |
| Disposals and retirements | — | 0 | — | — | — | 4 |
| Depreciation for the year | –1 | –1 | — | — | –3 | –2 |
| –2 | –1 | — | — | –10 | –7 | |
| Accumulated impairment losses | ||||||
| At start of year | — | — | — | — | 0 | 0 |
| — | — | — | — | 0 | 0 | |
| Carrying amount at year-end | 23 | 11 | 6 | 8 | 11 | 9 |
Depreciation and impairment losses
Depreciation is included on the following lines in the Income Statement:
| Statement: | Buildings | Construction in progress |
Equipment, tools, fixtures and fittings |
|||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Administrative expenses | –1 | –1 | — | — | –3 | –2 |
No impairment losses have been recognised.
Property, plant and equipment under construction
Conversion projects in Segeltorp, Lund and Sisjön in Sweden.
Note 10 Shares and interests in Group companies
| 2014 | 2013 | |
|---|---|---|
| Accumulated costs | ||
| At start of year | 2,339 | 2,306 |
| Acquisitions | 34 | 0 |
| Shareholders' contribution | 78 | 37 |
| Disposals | –34 | –4 |
| 2,417 | 2,339 | |
| Accumulated impairment losses | ||
| At start of year | –2,013 | –1,972 |
| Impairment loss for the year | –115 | –41 |
| –2,128 | –2,013 | |
| Accumulated revaluation gains | ||
| At start of year | 390 | 390 |
| 390 | 390 | |
| Carrying amount at year-end | 679 | 716 |
Specification of Bilia AB's and the Group's holdings of shares and interests in Group companies
| Carrying amount | |||||||
|---|---|---|---|---|---|---|---|
| Subsidiary | Country | Corporate ID no. |
Domicile | Number of interests |
Stake in % |
2014 | 2013 |
| Bilia Personbilar AB | Sweden | 556063-1086 | Gothenburg | 1,000,000 | 100.0 | 310 | 307 |
| .Netbil i Skandinavien AB | Sweden | 556083-1108 | Gothenburg | ||||
| Bilia Group Göteborg AB | Sweden | 556046-5659 | Gothenburg | 10,000 | 100.0 | 2 | 2 |
| Bilia Group Stockholm AB | Sweden | 556402-6408 | Stockholm | 3,000 | 100.0 | 138 | 134 |
| Bilia Personbil as | Norway | 976 023 188 | Oslo | 150,000 | 100.0 | 197 | 197 |
| Bilia Personvogne A/S | Denmark | 19 47 52 04 | Taastrup | 45,000 | 100.0 | — | 44 |
| Ejendomsselskabet Hörskatten A/S | Denmark | 18 44 52 47 | Taastrup | 600 | 100.0 | 10 | 10 |
| Bilia Holding AB | Sweden | 556054-6573 | Gothenburg | 160,000 | 100.0 | 19 | 19 |
| .Catena Automobile ALT HH GmbH | Germany | HRB 51565 | Colonge | ||||
| .Bilia Autopart AB | Sweden | 556213-5664 | Gothenburg | ||||
| Motoria Bil AB | Sweden | 556059-0803 | Gothenburg | 1,000 | 100.0 | 0 | 0 |
| Sevonia AB | Sweden | 556069-8531 | Gothenburg | 25,000 | 100.0 | 3 | 3 |
| Bilia Center Syd AB | Sweden | 556944-7609 | Gothenburg | 500 | 100.0 | 0 | 0 |
| Carrying amount | 679 | 716 |
Note 11 Other securities held as non-current assets
| 2014 | 2013 | |
|---|---|---|
| Accumulated costs | ||
| At start of year | 7 | 7 |
| 7 | 7 | |
| Accumulated impairment losses | ||
| At start of year | –7 | –7 |
| –7 | –7 | |
| Carrying amount at year-end | 0 | 0 |
Note 12 Other long-term receivables
| 2014 | 2013 | |
|---|---|---|
| Accumulated costs | ||
| At start of year | 20 | 25 |
| Reclassification to short-term receivable | — | –5 |
| Carrying amount at year-end | 20 | 20 |
Note 13 Equity
Repurchased shares included in the equity item "Retained earnings"
| Number of shares | Carrying amount |
|||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Opening repurchased shares |
— | 456,493 | — | 41 |
| Disposal of own shares | — | –456,493 | — | –41 |
| Closing repurchased shares |
— | — | — | — |
Share capital and premium
| Thousands of shares | Ordinary shares | |||
|---|---|---|---|---|
| 2014 | 2013 | |||
| Issued on 1 January | 25,140 | 25,114 | ||
| Exercise of warrants | 34 | 26 | ||
| Issued on 31 December – paid | 25,174 | 25,140 |
As of 31 December 2014, the registered share capital comprised 25,174,033 ordinary shares (25,139,592).
Holders of ordinary shares are entitled to a dividend that is established from year to year, and their shareholding entitles them to exercise one vote per share at the AGM. All shares have the same right to Bilia's remaining net assets.
Cash dividend
After the balance sheet date, the Board of Directors has proposed the following dividend:
| 2014 | 2013 | |
|---|---|---|
| SEK 12.00 per ordinary share (9.00) | 3021) | 226 |
1) Bilia has outstanding warrants that expire on 5 January 2016. If the warrants are fully exercised, the proposed dividend will amount to SEK 306 M.
The dividend proposal will be subject to adoption at the Annual General Meeting on 14 April 2015.
Restricted reserves
Restricted reserves may not be diminished by distribution of profits.
Statutory reserve
The purpose of the statutory reserve is to save some of the net profit for the year that is not used to cover loss brought forward.
Non-restricted equity
Retained earnings
Retained earnings consists of last year's non-restricted equity after distribution of profits (if any). Retained earnings and net profit for the year together comprise non-restricted equity, which is the amount that is available for distribution to the shareholders.
Share premium reserve
When shares are issued at a premium, i.e. when the price paid for the shares is more than their quotient value, an amount corresponding to the amount obtained in excess of the shares' quotient value shall be transferred to the share premium reserve.
Note 14 Untaxed reserves
| 2013 |
|---|
| 23 |
| 87 |
| 5 |
| 67 |
| 83 |
| — |
| 12 |
| 277 |
Note 15 Liabilities to credit institutions
| 2014 | 2013 | |
|---|---|---|
| Current liabilities | ||
| Granted credit | 900 | 900 |
| Unutilised credit | 900 | 868 |
| Utilised credit | — | 32 |
Note 16 Pensions
Net liability
| 2014 | 2013 | |
|---|---|---|
| Pension liability | 22 | 19 |
| Total | 22 | 19 |
| Of which credit insured via FPG/PRI: | 22 | 19 |
Changes in net liability
| Capital value of pension obligations pertaining to pensions under the company's own management at year-end |
22 | 19 |
|---|---|---|
| Other change in capital value | 0 | 0 |
| Pension disbursements | 0 | 0 |
| Cost recognised in the Income Statement for pensions under own management excluding taxes |
3 | 2 |
| Net liability at beginning of year pertaining to pension obligations |
19 | 17 |
Net pension obligations
| Costs for pensions | 2014 | 2013 |
|---|---|---|
| Pensions under own management | ||
| Cost excluding interest expense | 2 | 3 |
| Cost of pensions under own management | 2 | 3 |
| Pensions through insurance | ||
| Insurance premiums | 8 | 7 |
| Subtotal | 11 | 10 |
| Special payroll tax on pension costs | 12 | 6 |
| Cost for credit insurance | 0 | 0 |
| Pension cost for the year | 23 | 16 |
| Recognised net cost attributable to pensions | 23 | 16 |
Of the recognised net cost, SEK 23 M (16) is in the operation and SEK 0 M (0) in net financial items.
Defined-contribution plans
The Parent Company has defined-contribution pension plans that are paid for entirely by the company. Payments are made to these plans on a regular basis in accordance with the rules in each plan.
| 2014 | 2013 | |
|---|---|---|
| Costs for the year for defined-contribution plans 1) | 7 | 7 |
1) Of which SEK 3 M (2) pertaining to ITP plan funded in Alecta.
The Parent Company estimates that SEK 0 M will be paid during 2015 to funded and unfunded defined-benefit plans that are recognised as defined-benefit plans and SEK 3 M will be paid during 2015 to the defined-benefit plans that are recognised as definedcontribution plans.
The Parent Company's share of the total savings premiums for ITP 2 in Alecta amounts to 0.00138 per cent, and the Parent Company's share of the total number of active members in the plan amounts to 0.01427 per cent.
For further information on pensions, share-based payments and benefits to senior officers, see the Group's Note 8 "Employees, personnel costs and remunerations for senior officers" and Note 22 "Pensions".
Note 17 Other liabilities
| 2014 | 2013 | |
|---|---|---|
| Non-current liabilities | ||
| Debenture loan | 28 | 28 |
| Personnel fund | 5 | 5 |
| Total | 33 | 33 |
| Current liabilities | ||
| Tax deducted at source | 1 | 1 |
| Other | 1 | 3 |
| Total | 2 | 4 |
Liabilities that fall due for payment more
| than five years after the balance sheet date | 2014 | 2013 |
|---|---|---|
| Personnel fund | 5 | 5 |
| Total | 5 | 5 |
Note 18 Accrued expenses and deferred income
| 2014 | 2013 | |
|---|---|---|
| Accrued wages and salaries | 16 | 15 |
| Accrued social security contributions | 39 | 33 |
| Other accrued expenses | 10 | 20 |
| Total | 65 | 68 |
Note 19 Financial instruments
| Fair value and carrying amount for financial instruments and categorisation are presented below: | ||||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | |||||
| Carrying amount | Fair value | Carrying amount | Fair value | |||
| Financial assets measured at fair value through profit or loss | ||||||
| Other assets/currency swaps | 0 | 0 | 0 | 0 | ||
| Loan receivables and other receivables | ||||||
| Other long-term receivables | 20 | 20 | 20 | 20 | ||
| Trade receivables | 0 | 0 | 2 | 2 | ||
| Cash and cash equivalents | 351 | 351 | 83 | 83 | ||
| Financial liabilities measured at fair value through profit or loss | ||||||
| Other liabilities/currency swaps | 0 | 0 | 0 | 0 | ||
| Other financial liabilities | ||||||
| Debenture loan | 28 | 29 | 28 | 29 | ||
| Bank loans | — | — | 32 | 32 | ||
| Personnel fund | 5 | 5 | 5 | 5 | ||
| Trade payables | 83 | 83 | 73 | 73 | ||
The following tables furnish information on how fair value has been determined for the financial instruments that are measured at fair value in the Statement of Financial Position. Fair value is determined on the basis of the following three levels:
Level 1: according to prices on an active market for the same instrument.
Level 2: based on directly or indirectly observable market data not included in level 1.
Level 3: according to inputs not based on observable market data.
| 2014 | Level 2 |
|---|---|
| Financial assets measured at fair value through profit or loss/Currency swaps | 0 |
| Financial liabilities measured at fair value through profit or loss/Currency swaps | 0 |
| 2013 | Level 2 |
| Financial assets measured at fair value through profit or loss/Currency swaps | 0 |
| Financial liabilities measured at fair value through profit or loss/Currency swaps | 0 |
Fair Value Measurement
For a summary of the most important methods and assumptions that have been used to establish fair value, see Group Note 26 "Financial instruments".
Bilia AB
Shares in subsidiaries
The Parent Company's shareholdings in the non-Swedish subsidiaries entail a currency exposure for Bilia. At present, Bilia AB does not hedge its shareholdings in foreign currencies.
For further information see Group Note 27 "Financial risks and risk management".
Maturity structure – Financial liabilities The following table shows the maturity structure of the financial liabilities on the balance sheet date, undiscounted cash flows.
| 2014 | 2013 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cur Lender rency |
Nominal amount SEK |
Total amount |
Within 1 mth |
1–3 mths |
3 mths– 1 yr |
1–5 yrs | >5 yrs | Nominal amount SEK |
Total amount |
Within 1 mth |
1–3 mths |
3 mths– 1 yr |
1–5 yrs | >5 yrs | |
| Overdraft facility | SEK | — | — | — | — | — | — | — | 32 | 32 | 32 | — | — | — | — |
| Debenture loan | SEK | 28 | 32 | 2 | — | — | 30 | — | 28 | 34 | 2 | — | — | 32 | — |
| Personnel fund | SEK | 5 | 5 | — | — | 0 | 0 | 5 | 5 | 5 | — | — | 0 | 0 | 5 |
| Trade payables | SEK | 83 | 83 | 83 | — | — | — | — | 73 | 73 | 73 | — | — | — | — |
| Total | 116 | 120 | 85 | — | 0 | 30 | 5 | 138 | 144 | 107 | — | 0 | 32 | 5 |
Leases for premises and office equipment
The Parent Company's leases mainly pertain to premises that have been sublet to the Swedish subsidiaries and office equipment. At yearend 2014, the property leases covered about 273,000 sq m (268,000).
In some cases, lease payments are fixed for periods of three months based on STIBOR or CIBOR. In other cases, lease payments are linked to a portion of the consumer price index or similar index. Leases can be extended in most cases. In order to gather the Group's property leases, Bilia AB has reached an agreement to take over the property leases for the Swedish companies. Starting in 2012, Bilia AB is the lessee on most of the Swedish property leases and sublets the premises to the subsidiaries.
Leases – Lessee
Non-cancellable lease payments amount to:
| 2014 | 2013 | |
|---|---|---|
| Minimum lease payments for the year | –246 | –238 |
| Total lease costs for the year | –246 | –238 |
| Future lease payments | ||
| Within one year | –248 | –238 |
| Between one and five years | –892 | –830 |
| Later than five years | –846 | –833 |
| Total | –1,986 | –1,901 |
Leases – lessor
Assets that are leased out under operating leases are recognised as property, plant and equipment. These assets consist of leasehold improvements. The past year's and future non-cancellable lease payments are as follows:
| 2014 | 2013 | |
|---|---|---|
| Lease payments for the year | 239 | 226 |
| Total lease payments for the year | 239 | 226 |
The contractual annual rent is SEK 239 M and the leases expire between 2015 and 2029.
Note 24 Related parties
Bilia AB has a related party relationship with its subsidiaries, see Note 10 "Shares and interests in Group companies".
Key management personnel consist of Board members, the Managing Director and other senior officers. Disclosures regarding wages, salaries and other remuneration to key management personnel are presented in the Group's Note 8 "Employees, personnel costs and
remunerations for senior officers". Other transactions are reported below:
Board members Mats Qviberg and Anna Engebretsen and their close family members control, directly and indirectly via Investment AB Öresund, approximately 24 per cent (30) of the votes in the company.
Related party transactions
| Related party relationship | Year | Sales of goods and services to related party |
Purchases of goods and services from related party |
Commissions/ interest/ dividend |
Claim on related party at 31 December |
Debt to related party at 31 December |
|---|---|---|---|---|---|---|
| Subsidiaries | 2014 | 426 | 3 | 78 | 493 | 204 |
| Subsidiaries | 2013 | 395 | 2 | 23 | 715 | 24 |
| Contingent liabilities for subsidiaries | 2014 | 1,597 | ||||
| Contingent liabilities for subsidiaries | 2013 | 1,356 |
Transactions with key management personnel are priced on market terms.
During 2014 the Parent Company concluded agreements to invest SEK 40 M (3) in non-current assets for delivery in 2015.
Not 23 Pledged assets and contingent liabilities
Pledged assets
| 2014 | 2013 | |
|---|---|---|
| For own liabilities and provisions | ||
| Pledged assets | ||
| – Endowment policies | 120 | 87 |
| – Promissory note loan | 447 | 447 |
| Total pledged collateral | 567 | 534 |
Contingent liabilities
| Total contingent liabilities | 1,597 | 1,356 |
|---|---|---|
| FPG/PRI | 0 | 0 |
| Guarantee for the benefit of subsidiaries | 1,524 | 1,284 |
| Rent guarantees 1) | 73 | 72 |
| 2014 | 2013 |
1) The amount pertains to rent guarantees of SEK 73 M (72) pledged for Bilia AB's subsidiaries in Norway and Denmark. The stipulated amount is the annual rent for leases of varying length. The leases expire between 2015 and 2029.
Dividends received and Group contributions
| 2014 | 2013 | |
|---|---|---|
| Anticipated dividend | — | 82 |
| Group contribution received | 330 | 278 |
| Total | 330 | 360 |
Adjustment for non-cash items
| 2014 | 2013 | |
|---|---|---|
| Depreciation/amortisation | 19 | 15 |
| Impairment losses | 115 | 41 |
| Provisions for pensions | 3 | 3 |
| Capital gain from sale of subsidiary | –14 | — |
| Other line items not affecting liquidity | –7 | — |
| Total | 116 | 59 |
Unutilised credit facilities
| Unutilised credit | 900 | 868 |
|---|---|---|
| Utilised credit | 0 | 32 |
| Granted credit | 900 | 900 |
| 2014 | 2013 |
Note 25 Cash Flow Statement Note 26 Events after the balance sheet date
The financial statements were approved for publication by Bilia AB's Board of Directors on 11 March 2015.
Bilia AB's Board of Directors resolved on 2 March 2015 that the operation in Denmark will be sold or shut down. The background of the decision is that the operation has been reporting a loss for a long time and that the competition from other dealers in the Copenhagen area who sell the same car brands has increased in recent years. The assessment is that the business will not be able to live up to the Group's profitability goal. Over the past ten years, Bilia's Danish operation has reported an average pre-tax loss of about SEK 34 M. The cost of selling or shutting down the operation is estimated at about SEK 150 M after tax. The sale or closure will have only a marginal effect on cash flow.
Signatures
The Board of Directors and the Managing Director ensure that the annual accounts have been prepared in accordance with generally accepted accounting principles in Sweden and that the consolidated accounts have been prepared in accordance with the international accounting standards referred to in Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards. The annual accounts and the consolidated accounts give a true and fair view of the Parent Company's and the Group's financial position and results of operations.
The Directors' Report for the Parent Company and the Group provides a true and fair summary of the development of the Parent Company's and the Group's activities, financial position and results of operations while describing significant risks and uncertainties faced by the Parent Company and the companies included in the Group.
Our Audit Report was submitted on 12 March 2015 KPMG AB
Jan Malm
Authorised Public Accountant
As evident above, the annual accounts and the consolidated accounts were approved for publication by the Board of Directors and the Managing director on 11 March 2015. The Consolidated Statement of Income and Other Comprehensive Income, the Statement of Financial Position and the Parent Company Income Statement and Balance Sheet will be subject to adoption at the Annual General Meeting (AGM) on 14 April 2015.
Auditor's report
To the annual meeting of the shareholders of Bilia AB (publ), Corp. ID no. 556112-5690
Report on the annual accounts and consolidated accounts
We have audited the annual accounts and consolidated accounts of Bilia AB (publ) for the year 2014. The annual accounts and consolidated accounts of the company are included in the printed version of this document on pages 2–12 and 16–76.
Responsibilities of the Board of Directors and the Managing Director for the annual accounts and consolidated accounts
The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts in accordance with the Annual Accounts Act and of the consolidated accounts in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director 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.
Auditor's responsibility
Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Opinions
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 the parent company as of 31 December 2014 and of their financial performance and cash flows 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 2014 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Stand- ards, as adopted by the EU, and in accordance with the Annual Accounts Act. A corporate governance statement has been prepared. The statutory administration report and the corporate governance statement are consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the statement of income and other comprehensive income and statement of financial position for the group.
Report on other legal and regulatory requirements
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the proposed appropriations of the company's profit or loss and the administration of the Board of Directors and the Managing Director of Bilia AB (publ) for the year 2014.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act.
Auditor's responsibility
Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company's profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden.
As basis for our opinion on the Board of Directors proposed appropriations of the company's profit or loss we examined the Board of Directors' reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the Companies Act.
As basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Opinions
We recommend to the annual 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.
Gothenburg, 12 March 2015 KPMG AB
Jan Malm Authorized Public Accountant
Five-year Review
| SEK M, unless otherwise stated. | 2010 | 2011 | 2012 | 2013 | 2014 |
|---|---|---|---|---|---|
| Consolidated Statement of Income and Other Comprehensive Income | |||||
| Net turnover | 16,257 | 18,160 | 17,662 | 17,656 | 19,473 |
| Operating profit, excluding items affecting comparability | 483 | 498 | 331 | 395 | 538 |
| Operating profit | 497 | 489 | 270 | 368 | 500 |
| Net financial items | –10 | –27 | –17 | –1 | –12 |
| Profit before tax | 487 | 462 | 253 | 367 | 488 |
| Tax | –80 | –42 | –97 | –77 | –103 |
| Net profit for the year | 407 | 420 | 156 | 290 | 385 |
| Statement of Financial Position | |||||
| Equity | 1,739 | 1,813 | 1,586 | 1,823 | 1,849 |
| Balance sheet total | 5,078 | 5,506 | 5,842 | 6,095 | 6,955 |
| Capital employed | 2,452 | 2,526 | 2,466 | 2,642 | 2,796 |
| Net debt | 222 | 219 | 438 | 260 | –70 |
| Net debt/equity, times | 0.13 | 0.12 | 0.28 | 0.14 | –0.04 |
| Statement of Cash Flows | |||||
| Cash flow from operating activities | 98 | 818 | 716 | 373 | 1,299 |
| Investments and disposals in non-current assets, including leased assets | 253 | 333 | 270 | 290 | 551 |
| Operating cash flow | –155 | 485 | 446 | 83 | 748 |
| Key figures | |||||
| Return on capital employed excluding items affecting comparability, % | 23.2 | 20.6 | 14.8 | 18.7 | 21.2 |
| Return on capital employed, % | 23.9 | 20.3 | 12.3 | 17.7 | 19.8 |
| Return on equity, % | 25.7 | 23.6 | 9.1 | 17.0 | 21.0 |
| Operating margin, excluding items affecting comparability, % | 3.0 | 2.7 | 1.9 | 2.2 | 2.8 |
| Operating margin, % | 3.1 | 2.7 | 1.5 | 2.1 | 2.6 |
| Interest coverage ratio | 12.7 | 9.4 | 6.4 | 6.3 | 8.8 |
| Profit margin, % | 2.5 | 2.3 | 0.9 | 1.6 | 2.0 |
| Equity/assets ratio, % | 34.2 | 32.9 | 27.1 | 29.9 | 26.6 |
| Rate of capital turnover, times | 3.39 | 3.41 | 3.12 | 3.06 | 3.06 |
| Per share data | |||||
| Earnings per share, SEK | 16.50 | 16.85 | 6.30 | 11.70 | 15.35 |
| Equity per share, SEK | 69.90 | 73.85 | 64.30 | 72.50 | 73.40 |
| Cash flow from operating activities per share, SEK | 4.00 | 32.90 | 28.95 | 15.10 | 51.65 |
| Dividend per share, SEK | 12.00 | 9.50 | 6.00 | 9.00 | 12.001) |
| Share price at year-end, SEK | 129.50 | 96.75 | 93.50 | 164.00 | 237.50 |
| P/E ratio, times | 8 | 6 | 15 | 14 | 15 |
| Other information | |||||
| Wages, salaries and other remunerations | 1,414 | 1,483 | 1,504 | 1,492 | 1,571 |
| Employees | 3,011 | 3,166 | 3,186 | 3,109 | 3,154 |
1) Proposed dividend.
For information on calculations of the number of shares, see "Data per share" under the section headed "The Bilia share".
Net turnover, SEK M
Operating profit, excluding items affecting comparability, SEK M
Profit before tax, SEK M
Equity/assets ratio, %
Return on equity increased during the year and amounted to 21.0 per cent (17.0). The goal for return on equity is at least 15 per cent.
The equity/assets ratio amounted to 26.6 per cent (29.9). A revaluation of defined-benefit pension plans reduced equity by SEK 133 M (increase: 58). Over the past 5 years the equity/ assets ratio has averaged 30.1 per cent.
Net turnover increased by 10 per cent during 2014 compared with last year (unchanged). Net turnover increased by 12 per cent during the first half of the year (–7), while it increased by 9 per cent during the second half of the year. The increase during all quarters is mainly attributable to the Car Business. If acquisitions and currency effects are excluded, net turnover increased by 9 per cent in 2014 (1) or about SEK 1,660 M.
Net turnover amounted to SEK 538 M (395), an increase of 36 per cent. It increased by 53 per cent during the first half of the year (1), and by 27 per cent during the second half of the year (32). The 4th quarter was the best quarter of the year with a profit of SEK 204 M (159), equivalent to 38 per cent (40) of the operating profit for the year. The Service Business increased by SEK 22 M due to higher turnover and a higher gross profit margin. The Car Business increased by SEK 33 M, mainly due to higher turnover and lower costs in relation to net sales of new cars.
Profit before tax for the whole year amounted to SEK 488 M (367), an increase of about 33 per cent (45). The 4th quarter increased by only SEK 8 M (47) over last year, due to the fact that the quarter was charged with items of a non-recurring nature. If these items are excluded, the profit for the fourth quarter increased by SEK 51 M to SEK 208 M (157), and the total profit for the year to SEK 526 M (394).
The ratio of net debt to equity declined compared with last year, amounting to –0.04 (net receivable) (0.14). Over the past 5 years the ratio has averaged 0.13.
Return on capital employed, %
Return on capital employed was 19.8 per cent, compared with 17.7 per cent last year. Return on capital employed excluding items affecting comparability amounted to 21.2 per cent (18.7). The goal for return on capital employed is at least 14 per cent.
Capital employed, SEK M
Capital employed increased by SEK 154 M (176), amounting to SEK 2,796 M (2,642). Acquisitions and disposals have increased capital employed by a net amount of SEK 43 M.
Return on equity, % Net debt/equity, times
Definitions
Average number of employees Paid hours worked in relation to normal annual working hours worked in each country.
Capital employed Balance sheet total less non-interest-bearing current liabilities and provisions as well as deferred tax liability.
Dividend yield Dividend in relation to the average share price during the year.
EBITDA/net interest expense Operating profit excluding items affecting comparability plus depreciation (excluding depreciation attributable to repurchase agreements) in relation to net financial items excluding items affecting comparability and the portion of shares in the profits of associated companies that does not affect cash.
Equity/assets ratio Equity in relation to balance sheet total.
Interest coverage ratio Operating profit plus interest expense included in the business and financial income in relation to financial expenses plus interest expense included in operating expenses.
Net debt Net debt consists of interest-bearing liabilities less cash and cash equivalents, interest-bearing current and long-term receivables, interests in associated companies and leased vehicles, long-term.
Operating assets Intangible assets and non-interest-bearing property, plant and equipment, excluding cars sold with guaranteed residual values (leasing), plus non-interest-bearing current assets.
Operating capital employed All non-interest-bearing assets less noninterest-bearing current liabilities and provisions.
Operating margin Operating profit in relation to net turnover.
Payout ratio Dividend in relation to profit for the year.
Price/Earnings ratio Share price at year-end in relation to earnings per share.
Price/equity ratio Share price at year-end in relation to equity per share.
Profit margin Net profit for the year in relation to net turnover.
Rate of capital turnover Net turnover in relation to average balance sheet total.
Return on capital employed Operating profit plus interest expense included in the business and financial income in relation to average capital employed (see definition above).
Return on equity Net profit for the year in relation to average equity.
Return on operating capital employed Operating profit plus financial income, and a certain reduction for companies that include financing in their own balance sheet, in relation to average operating capital employed (see definition above).
Tax The division of untaxed reserves into deferred tax liability and retained earnings has been done on the basis of a tax rate of 22.0 per cent.
Turnover rate of capital employed Net turnover in relation to average capital employed.
Value added Operating profit excluding items affecting comparability plus payroll expenses, including payroll overheads.
Information on Annual General Meeting
Annual General Meeting, 14 April 2015
The Annual General Meeting of Shareholders in Bilia AB will be held at 11.00 a.m. on Tuesday, 14 April 2015 at Bilia's facility at Haga Norra, Frösundaleden 4, in Stockholm. To be entitled to participate in the Annual General Meeting, shareholders must:
- be registered in the share register.
- have notified Bilia of their intention to participate.
Registration in share register
Bilia's share register is kept by Euroclear Sweden AB. Only holdings registered in their owners' names are entered in this register.
Shareholders whose shares have been registered to a nominee must arrange for their shares to be temporarily re-registered in their own name in order to be able to participate in the AGM. These shareholders should ask the bank or stockbroker that holds their shares in trust (the nominee) to temporarily re-register them (voting right registration) in good time prior to 8 April 2015. Nominees usually charge a fee for this service.
Notification
Shareholders wishing to participate in the AGM can notify Bilia:
- • by telephone at +46 31 709 55 04 (or +46 31 709 55 00) between the hours of 10 a.m. and 4 p.m.
- by mail to Bilia AB, Box 9003, SE-400 91 Gothenburg, Sweden
- at Bilia's website www.bilia.com
- The following particulars must be stated:
- name
- personal or corporate identity number
- address and telephone number.
Shareholders wishing to participate in the AGM must notify Bilia not later than Wednesday, 8 April 2015, when the notification period expires.
Proxies and assistants
A shareholder who is not personally present at the AGM may exercise his or her right through one or more proxies, who must have a written power of attorney signed by the shareholder. The power of attorney may not have a period of validity of more than five years and must specify what portion of the shares it applies to. A shareholder or a proxy may not bring more than two assistants to the AGM. If the shareholder wishes to bring an assistant, the company must be notified of this by the date indicated above under the heading "Notification".
Dividend
The Board of Directors proposes to the Annual General Meeting that of the earnings available for distribution, SEK 12.00 per share (9.00) be paid in dividend to the shareholders. At full exercise of the warrants to subscribe for new shares, the dividend amounts to SEK 306 M (229). Holders of warrants 2009/2016 must submit an application for subscription in order to be entitled to a dividend for new shares. Registration of new shares is done at Bilia's request by the Swedish Companies Registration Office. Bilia itself does not control this process. Bilia's judgement is that the application and the subscription payment must have been received by Carnegie Investment Bank not later than 4.00 p.m. on 9 April 2015 in order for the additional shares to be registered in time to be entitled to a dividend. Further information is available at www.bilia.com.
Stock split
The Board of Directors proposes that the number of shares be increased by dividing each share into two shares (a 2-for-1 stock split) for the purpose of increasing trade in the share.
Board of Directors
The Nominating Committee has announced that they intend to propose re-election of the entire Board of Directors and the Chairman. The Nominating Committee's proposal is available at bilia.com.
Buy-back of shares in Bilia
The Board of Directors proposes that the AGM authorise the Board of Bilia to buy back its own shares and to approve the transfer of such acquired own shares. The purpose of the authorisation, which will be valid until the Annual General Meeting in 2016, is to give the Board greater freedom in its work with the company's capital structure and to make it possible, if deemed appropriate, to acquire enterprises using the company's shares as payment. Acquisition of own shares may not exceed 1/10th of the number of issued shares in the company. Transfer of own shares shall not exceed the number acquired at the time of the transfer and shall be made possible by departure from the shareholders' pre-emption rights by sale via the stock exchange or in conjunction with the acquisition of an enterprise, whereby non-cash payment shall be possible.
For complete information on the Annual General Meeting, see the convening notice, which was issued at the beginning of March 2015.
Articles of Association
Article 1 Name of the company
The name of the company is Bilia AB. The company is a public company (publ).
Article 2 Registered office
The company's Board of Directors has its registered office in Gothenburg, Västra Götaland County.
Article 3 Object of the company
The object of the company is – directly or via subsidiaries – to
- carry on trade and distribution activities with regard to means of transport
- carry on manufacture, trade and distribution in other product areas as well
- carry on sales of service and spare parts associated with the products
- manage real and movable estate, including shares
- carry on financing activities (except that the company shall not carry on such activities as are referred to in Banking Business Act, and that activities subject to the provisions of the Act on Credit Market Companies may only be carried on in subsidiaries), and
- carry on other activities consistent with the above types of business.
Article 4 Share capital
The company's share capital shall be no less than one hundred and fifty-five million kronor (SEK 155,000,000) and no more than six hundred and twenty million kronor (SEK 620,000,000).
Shares may be issued in two series: series A and series B. If shares of more than one series are issued, each of the series may be issued to an amount equivalent to no more than ninety-nine hundredths of the total share capital. In voting at a General Meeting of Shareholders, series A shares confer one vote and series B shares one-tenth of a vote. Otherwise the shares are equal to each other.
In conjunction with a new issue of shares or an issue of warrants or convertibles for cash payment, the shareholders have a preferential right to subscribe for new shares in proportion to their stake in the company's share capital.
Article 5 Number of shares
The number of shares shall be no less than fifteen million five hundred thousand (15,500,000) and no more than sixty-two million (62,000,000).
Article 6 Board members
The Board of Directors shall consist of at least seven and at most ten members.
Article 7 Auditors
The company shall have one or two auditors and at most an equal number of deputy auditors or one or two registered public accounting firms.
Article 8 Location for General Meeting of Shareholders
The General Meeting of Shareholders shall be held at one of the following locations as determined by the Board of Directors: Stockholm, Gothenburg or Malmö.
Article 9 Notice convening a General Meeting of Shareholders
Notice to attend a General Meeting shall be given by advertisement in Post- och Inrikes Tidningar (the official Swedish gazette) and on the company's website. At the same time as notice convening the meeting is given, the company shall advertise in Dagens Industri that such notice has been given.
Article 10 Shareholders' right to attend a General Meeting of Shareholders
Shareholders wishing to participate in the proceedings at a General Meeting of Shareholders shall a) be listed in a printout or other presentation of the whole share register referred to in Chapter 7, Section 28, paragraph 3 of the Swedish Companies Act (2005:551) representing the situation five weekdays prior to the General Meeting, and b) notify the company by not later than on the date stipulated in the notice convening the meeting. The latter date may not be a Sunday or other public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday prior to the meeting.
Article 11 Shareholder's assistant
An assistant may accompany the shareholder at the General Meeting if the shareholder has given notice to this effect in the manner stipulated in the preceding paragraph.
Article 12 Presence of outsider at General Meeting of Shareholders
Someone who is not a shareholder in the company may be entitled, under terms determined by the Board of Directors, to attend or otherwise follow the proceedings at the General Meeting of Shareholders.
Article 13 Annual General Meeting
The following matters shall be dealt with at the Annual General Meeting:
- 1. Election of Chairman of the meeting;
- 2. Preparation and approval of the voting list;
- 3. Approval of the agenda;
- 4. Election of one or two persons to verify the minutes;
- 5. Determination of whether the meeting has been duly convened;
- 6. Presentation of the annual accounts and the audit report as well as the consolidated accounts and the audit report on the consolidated accounts;
- 7. Resolutions concerning
- a) adoption of the Income Statement and the Balance Sheet as well as the Consolidated Statement of Income and Other Comprehensive Income and the Consolidated Statement of Financial Position,
- b) appropriations of the company's profit or loss according to the adopted Balance Sheet,
- c) discharge of the members of the Board of Directors and the Managing Director from liability;
- 8. Determination of the number of members and deputy members of the Board of Directors as well as auditor and deputy auditor or public accounting firm (at meeting when auditor is elected);
- 9. Determination of fees to be paid to the Board of Directors and, where applicable, auditors.
- 10. Election of Board of Directors as well as auditor and deputy auditor or registered public accounting firm (at meeting when auditor is elected);
Other matters incumbent upon the General Meeting under the Companies Act or the Articles of Association.
Article 14 Financial year
The company's financial year shall be the calendar year.
Article 15 CSD clause
The company's shares shall be registered in a Central Securities Depository (CSD) register pursuant to the Financial Instruments Accounts Act (1998:1479).
Adopted at Annual General Meeting, 3 May 2011.
Everything to do with your car. And then some.
Bilia AB (publ)
Box 9003 +46 31 709 55 00 bilia.se SE-400 91 Gothenburg, Sweden [email protected] bilia.com