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Bure Equity — Interim / Quarterly Report 2008
Feb 20, 2009
2899_10-k_2009-02-20_6a01a659-76ba-4fce-9593-fa0180335d34.pdf
Interim / Quarterly Report
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Year-end report 2008
Successful divestitures, creation of Sweden's largest independent school group and significant capital distributions
Fourth quarter 2008
- The Parent Company's profit after tax was SEK 676M (79).
- Consolidated net sales including discontinued operations amounted to SEK 314M (775). Net sales excluding sold units was SEK 314m (300).
- Consolidated profit including discontinued operations amounted to SEK 536M (158). Profi t excluding sold units was SEK 2M (93).
- Earnings per share were SEK 6.38 (1.64).
- Bure's share in EBITA of the portfolio companies was SEK 8M (27).
January – December 2008
- The Parent Company's profit after tax was SEK 1,019 MSEK (685).
- Equity per share in the Parent Company was SEK 29.14 (28.02).
- Consolidated net sales including discontinued operations amounted to SEK 2,285M (2,648). Net sales excluding sold units totalled SEK 1,097M (1,013).
- Consolidated profit amounted to SEK 883M (1,047). Profi t excluding sold units was SEK 114M (258).
- Earnings per share were SEK 9.82 (9.71).
- Bure's share in EBITA of the portfolio companies decreased to SEK 43M (71).
Key events in 2008
- Martin Henricson took over as Bure's new CEO at the beginning of May.
- In June Bure's subsidiary EnergoRetea acquired CLC Installationsconsult, an engineering consultancy in Skåne.
- In June Citat Group was sold to the communication group Edita, providing Bure with total proceeds of SEK 366M.
- In August Textilia was sold to a company owned by Litorina Kapital. The purchase price amounted to SEK 201M plus four different performance-based payments.
- In the autumn an agreement was signed for a merger between Anew Learning and AcadeMedia, thereby creating Sweden's largest independent school group. The merger was effected through AcadeMedia's acquisition of all shares in Anew Learning from Bure. The purchase price consisted of 6.3 million newly issued shares and SEK 274M in cash.
- Bure have during the year bought back shares for SEK 369M.
- Bure distributed its entire shareholding in AcadeMedia to Bure's shareholders, equal to a value of SEK 717M.
- In December Bure decided to carry out a voluntary redemption procedure for a total of SEK 1,007M.
Subsequent events
- The voluntary redemption program was completed in February 2009 and SEK 1,007M was distributed to the shareholders.
- Together with Altor Equity, Bure has signed an agreement with the Swedish National Debt Office to acquire Carnegie Investment Bank. The total purchase price amounts to SEK 1,402M plus an additional payment of at least SEK 250M for recovery of loans.
- Together with Altor Equity, Bure has signed an agreement with the Swedish National Debt Office to acquire Max Matthiessen. The total purchase price for Max Matthiessen amounts to SEK 400M plus dividends of SEK 100M to the Debt Office.
- Bure's holdings in Carnegie and Max Matthiessen will initially amount to 35 percent before distribution of ownership to key employees.
- The Board proposes that no dividend be paid for the financial year 2008 (SEK 1 per share).
STRONG START TO THE YEAR – WEAKER SECOND HALF
Bure's share in net sales of the portfolio companies for the full year rose by 8 per cent to SEK 1,093M (1,016). Organic growth for the year amounted to 5 per cent. Bure's share in net sales of the portfolio companies for the fourth quarter was SEK 311M (300), up by 4 per cent compared to the year-earlier period. Organic growth in the fourth quarter fell by 1 per cent year-on-year. Due to unrest in the financial markets, customers are taking a more cautious stance and postponing already booked assignments. This uncertainty is also reflected in the sales figures for spring 2009.
After six months of strong earnings in the portfolio companies, the second half of the year was more challenging. Bure's share in EBITA of the unlisted portfolio companies for the full year was SEK 43M (71), equal to a decrease of 40 per cent compared to the year-earlier period. All portfolio companies reported positive operating profit for the full year. Bure's share in EBITA for the fourth quarter was SEK 8M (27).
CONCENTRATION OF BURE'S PORTFOLIO
With the merger between Anew Learning and AcadeMedia and subsequent distribution of the shares in AcadeMedia, Bure realised the previously communicated ambition to concentrate its educational holdings and create Sweden's leading independent school group. Bure will now continue according to previously stated strategy to invest within the knowledge-intensiv service sector.
DEVELOPMENT IN THE PORTFOLIO COMPANIES
- Mercuri Net sales for the full year improved by 2 per cent, but fell by 2 per cent for the fourth quarter compared to the same period of 2007. Adjusted for foreign exchange effects, net sales for the full year decreased by 2 per cent. Fourth quarter profit was burdened with restructuring charges of SEK 10M. Current state of the market will deteriorate the company's sales during 2009. The company is in the process of reviewing its costs to compensate for the drop in earnings. Susanne Lithander took over as President of Mercuri in January, after the end of the year.
- EnergoRetea Net sales for the full year increased by 33 per cent, with organic growth of 21 per cent. In the fourth quarter the company noted slower demand in the Building Automation Systems business area. In Energy & Power Networks, the inflow of orders is stable. After the end of the period, Martin Dahlgren was appointed as the new President of the company and he will take up duties on 1 March 2009.
Comments on development in the individual companies are provided later in the report, see pages 4–5.
ACQUISITIONS AND DIVESTITURES
- During the first quarter Appelberg Publishing Group was sold by Bure's subsidiary Citat.
- At the beginning of the second quarter Bure's independent school group Anew Learning acquired UVS Gymnasium in Skåne and Didaktus in the Stockholm area.
- In June Bure's subsidiary EnergoRetea acquired CLC Installationsconsult, an engineering consultancy in Skåne.
- In June Citat Group was sold to the communication group Edita. The sale provided Bure with proceeds of SEK 366M including the funds distributed and purchase consideration received for the previously divested subsidiaries DataUnit and Appelberg earlier in the year. In connection with the transaction, Citat sold SRC at book value, SEK 12M.
- In August Textilia was sold to a company owned by Litorina Kapital. The purchase price amounted to SEK 201M plus four different performance-based payments.
- In September Bure and AcadeMedia signed an agreement for a merger between Anew Learning and Bure's co-owned portfolio company AcadeMedia. The merger was effected through AcadeMedia's acquisition of all shares in Anew Learning from Bure. The transaction was completed in October and the purchase price consisted of of 6.3 million newly issued shares and SEK 274M in cash.
- After the end of the year Bure and Altor have together signed an agreement to acquire Carnegie and Max Matthiessen. For more information, see the following page and separate press release.
CAPITAL DISTRIBUTIONS
In 2008 Bure carried out the following significant capital distributions.
- A cash dividend of SEK 93 million in accordance with the decision at the AGM.
- Shares were repurchased for a total of SEK 369M during the year. All repurchased shares have thereafter been cancelled.
- Distribution of the entire holding in AcadeMedia, equal to a value of SEK 717M, or SEK 8.55 per share.
- In December Bure decided to carry out a voluntary redemption procedure for a total of SEK 1,007M. A holding of five shares entitled the holder to redeem two shares for a cash amount of SEK 30 per share. The redemption procedure was completed in February 2009 with 100 per cent participation. See also "Changes in Equity" on page 12.
SUBSEQUENT EVENTS
– ACQUISITION OF CARNEGIE AND MAX MATTHIESSEN
- Bure, together with Altor Equity, has signed an agreement with the Swedish National Debt Office to acquire Carnegie Investment Bank. The purchase price for all of Carnegie amounts to SEK 1,402M plus an additional payment of at least SEK 250M for recovered loans. Carnegie will be acquired via a holding company in which Bure owns 35 per cent and Altor owns 65 per cent. Bure's share of the purchase price for Carnegie will thus be SEK 491M, of which SEK 184M plus interest will be paid by April 2010 at the latest. In addition, Bure's share of the purchase price for recovered loans will amount to at least SEK 88M. The intention is for a wide group of executives in Carnegie to become co-owners in the company, in which case Bure's investment will decrease over time. Carnegie will be divided into three separate business areas with clearly defined local responsibility for income and costs: Securities & Investment Banking, Asset Management and Private Banking.
- Bure, together with Altor Equity, has signed an agreement with the Swedish National Debt Office to acquire Max Matthiessen. The purchase price for Max Matthiessen amounts to SEK 400M plus dividends of SEK 100M to the Debt Office. As in the acquisition of Carnegie, Max Matthiessen will be acquired via a holding holding company in which Bure owns 35 per cent and Altor owns 65 per cent. Accordingly, Bure's share of the purchase price for Max Matthiessen will be SEK 140M, of which SEK 53M plus interest will be paid by April 2010 at the latest. The intention is for key employees in Max Matthiessen to become co-owners in the company, in which case Bure's investment will decrease over time.
Bure sees a strong and profitable underlying business in both Carnegie and Max Matthiessen. Together with the employees at Carnegie and Max Matthiessen, Bure and Altor intend to strengthen the positions of both companies. The goal is to reclaim Carnegie's leading position as an independent investment bank. The focus will be on a customerdriven fee- and commission-based business model based on Carnegie's well reputed capital market and advisory services. Bure and Altor will support and supervise the implementation of extensive compliance rules and effective risk management processes.
For Max Matthiessen, the goal is to maintain the company's leading position in Sweden as an independent provider of advisory services for pension insurance, life insurance and long-term savings. Both of the above transactions are expected to be completed within three months and are conditional on the fulfillment of customary conditions, including regulatory approvals. In addition, the acquisition of Max Matthiessen is conditional on completion of the Carnegie acquisition.
For more information see the press release dated 11 February 2009.
PORTFOLIO COMPANIES, FOURTH QUARTER AND FULL YEAR 2008 (EXISTING UNITS)1
| Net sales, SEK M | EBITA, SEK M2 | EBITA margin, % |
Net loan receivable, SEK M3 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Holding, % |
Q4 2008 |
Q4 2007 |
Full year 2008 |
Full year 2007 |
Q4 2008 |
Q4 2007 |
Full year 2008 |
Full year 2007 |
Full year 2008 |
Full year 2007 |
31 Dec 2008 |
|
| Mercuri 4 | 100.0 | 223.8 | 228.8 | 783.9 | 769.5 | 3.8 | 22.8 | 21.2 | 58.1 | 2.7 | 7.5 | -14.0 |
| SRC | 100.0 | 8.2 | 11.1 | 36.6 | 40.4 | -0.5 | 1.2 | 0.5 | 3.3 | 1.4 | 8.1 | 5.6 |
| EnergoRetea 4 | 93.3 | 78.7 | 60.5 | 273.6 | 205.2 | 3.2 | 3.7 | 19.8 | 10.1 | 7.2 | 4.9 | -54.1 |
| Celemi | 30.1 | 16.8 | 12.5 | 57.0 | 48.1 | 4.3 | 0.0 | 9.3 | -0.8 | 16.4 | -1.6 | 9.7 |
| Total | 327.6 | 312.8 | 1,151.1 | 1,063.2 | 10.9 | 27.6 | 50.9 | 70.7 | 4.4 | 6.6 | -52.8 | |
| Bure's share | 310.5 | 300.0 | 1,092.8 | 1,015.7 | 7.6 | 27.3 | 43.0 | 70.5 | 3.9 | 6.9 | -56.0 |
1 The table shows holdings at 31 December 2008.
2 EBITA is defined as operating profit before amortisation of goodwill and other acquisition-related surplus values.
3 Debt (-), receivable (+).
4 Ownership diversification programmes exists in these companies. For more information se page 14.
For comments on the other holdings, see page 6.
INFORMATION ABOUT THE PORTFOLIO COMPANIES
MERCURI INTERNATIONAL
| Income statements | Q4 | Q4 Full year Full year | ||
|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 |
| Net sales | 224 | 229 | 784 | 769 |
| Operating expenses | -211 | -206 | -753 | -711 |
| EBITA before | ||||
| one-time items | 13 | 23 | 31 | 58 |
| % | 6.0 | 9.8 | 3.9 | 7.6 |
| One-time items | -10 | 0 | -10 | 0 |
| Shares in profit of associates | 0 | 0 | 0 | 0 |
| EBITA | 3 | 23 | 21 | 58 |
| % | 1.7 | 9.9 | 2.7 | 7.5 |
| Amortisation/impairment of surplus values | -15 | 0 | -15 | 0 |
| Operating profit | -12 | 23 | 6 | 58 |
| Net financial items | 3 | -1 | 0 | -5 |
| Profit before tax | -9 | 22 | 6 | 53 |
| Income tax expense | -12 | 0 | -23 | -7 |
| Profit for the period | -21 | 22 | -17 | 46 |
| Balance sheets SEK M |
2008 | 31 Dec 31 Dec 2007 |
|---|---|---|
| Goodwill | 333 | 314 |
| Other intangible assets | 3 | 4 |
| Tangible assets | 24 | 17 |
| Financial assets | 27 | 39 |
| Inventories, etc. | 1 | 2 |
| Current receivables | 190 | 185 |
| Cash, cash equiv. and short-term invest | 112 | 106 |
| Total assets | 690 | 667 |
| Equity | 334 | 314 |
| Provisions | 48 | 44 |
| Long-term liabilities | 104 | 96 |
| Current liabilities | 204 | 213 |
| Total equity and liabilities | 690 | 667 |
| Key figures | Q4 | Q4Full yearFull year | |||
|---|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 | |
| Growth, % | -2 | 11 | 2 | 8 | |
| Of which, organic growth, % | -6 | 9 | -2 | 8 | |
| Operating cash flow | 8 | 32 | -5 | 55 | |
| Equity/assets ratio, % | 48 | 47 | |||
| Net loan debt (-) / receivable (+) | -14 | -8 | |||
| Average number of employees | 626 | 598 | |||
| Value added per employee, | |||||
| rolling 12 months | 826 | 877 |
Net sales for the full year rose by 2 per cent to SEK 784M (769). Net sales for the fourth quarter fell by 2 per cent to SEK 224M (229).
- EBITA for the full year amounted to SEK 21M (58). For the fourth quarter, EBITA was SEK 3M (23).
- Profit for the fourth quarter was burdened with one-time costs of SEK 10M.
- International business increased by 15 per cent compared to 2007.
- Some postponement and cancellation of orders has been noted as a consequence of the current turbulence in the financial market.
- Jörgen Sylvander has taken up duties as President for Scandinavia.
- After the end of the year, Susanne Lithander took over as President. Susanne Lithander comes most recently from Ericsson, where she was head of the education and consulting business in the Global Services division. Susanne took up duties in January 2009.
- In 2008 Mercuri International started international projects with SANOFI, DSM Food Specialities BV, BASF NAFTA, BASF Western Europe and Nissan Nordic Europe Oy.
Mercuri International is Europe's leading sales and management training consultancy, with global coverage through wholly owned subsidiaries and franchisees.
mercuri.net Chairman: Martin Henricson President: Susanne Lithander
ENERGORETEA
| Income statements | Q4 | Q4 Full year Full year | ||
|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 |
| Net sales | 79 | 60 | 274 | 205 |
| Operating expenses | -75 | -55 | -247 | -190 |
| EBITA before | ||||
| one-time items | 4 | 5 | 27 | 15 |
| % | 5.4 | 7.9 | 9.9 | 7.4 |
| One-time items | -1 | -1 | -7 | -5 |
| Shares in profit of associates | 0 | 0 | 0 | 0 |
| EBITA | 3 | 4 | 20 | 10 |
| % | 4.1 | 6.1 | 7.2 | 4.9 |
| Amortisation/impairment of surplus values | 0 | 0 | 0 | 0 |
| Operating profit | 3 | 4 | 20 | 10 |
| Net financial items | 0 | 0 | -2 | -1 |
| Profit before tax | 3 | 4 | 18 | 9 |
| Income tax expense | 0 | -1 | -6 | -3 |
| Profit for the period | 3 | 3 | 12 | 6 |
| Balance sheets SEK M |
31 Dec 31 Dec 2008 |
2007 |
|---|---|---|
| Goodwill | 155 | 130 |
| Other intangible assets | 2 | 2 |
| Tangible assets | 12 | 5 |
| Financial assets | 1 | 0 |
| Work in progress, etc. | 20 | 10 |
| Current receivables | 64 | 49 |
| Cash, cash equiv. and short-term invest | 9 | 14 |
| Total assets | 263 | 210 |
| Equity | 129 | 117 |
| Provisions | 5 | 2 |
| Long-term liabilities | 62 | 50 |
| Current liabilities | 67 | 41 |
| Total equity and liabilities | 263 | 210 |
| Key figures | Q4 | Q4 Full year Full year | |||
|---|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 | |
| Growth, % | 32 | 201 | 34 | 191 | |
| Of which, organic growth, % | 6 | 35 | 22 | 15 | |
| Operating cash flow | 15 | 11 | -14 | 7 | |
| Equity/assets ratio, % | 49 | 56 | |||
| Net loan debt (-) / receivable (+) | -54 | -37 | |||
| Average number of employees | 281 | 192 | |||
| Value added per employee, rolling 12 months |
712 | 789 |
Net sales for the full year increased by 34 per cent to SEK 274 M (205). Net sales for the fourth quarter improved by 32 per cent to SEK 79M (60).
- Excluding the acquisition of CLC Installationsconsult, growth was 22 per cent for the full year and 6 per cent for the fourth quarter.
- EBITA for the full year was SEK 20M (10). For the fourth quarter, EBITA was SEK 3M (4).
- During the year, EnergoRetea's staff in Stockholm moved into joint offices. All Stockholm-based operations, with some 170 consultants, are now housed in newly renovated offices on Rosenlundsgatan 50 in Stockholm's Södermalm area.
- In June EnergoRetea acquired CLC Installationsconsult. The acquisition of CLC will strengthen EnergoRetea's operations in southern Sweden with expertise in energy, HVAC and sanitation, control and fire protection systems, cooling and electrical engineering. The Energy & Power Networks also opened a new office in Sundsvall during the year.
- Several important framework agreements were signed during the year with clients like E.ON, Vattenfall, Stockholm Stad, Svenska Kraftnät, Vägverket and Verva.
- After the end of the year, Martin Dahlgren was appointed as President and will take up duties in March 2009. He comes most recently from Hifab Group AB, where he was head of two business areas for environmental engineering and project management.
EnergoRetea is a consulting company that provides services in the fields of Energy & Power Networks, Building Automation Systems and ICT (Information & Communication Technology).
energoretea.se Chairman: Kjell Duveblad Acting President: Östen Innala.
CELEMI
| Income statements | Q4 | Q4 Full year Full year | ||
|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 |
| Net sales | 17 | 13 | 57 | 48 |
| Operating expenses | -13 | -13 | -48 | -49 |
| EBITA before | ||||
| one-time items | 4 | 0 | 9 | -1 |
| % | 25.7 | -0.3 | 16.4 | -1.6 |
| One-time items | 0 | 0 | 0 | 0 |
| Shares in profit of associates | 0 | 0 | 0 | 0 |
| EBITA | 4 | 0 | 9 | -1 |
| % | 25.7 | -0.3 | 16.4 | -1.6 |
| Amortisation/impairment of surplus values | 0 | 0 | 0 | 0 |
| Operating profit | 4 | 0 | 9 | -1 |
| Net financial items | 1 | 0 | 1 | 0 |
| Profit before tax | 5 | 0 | 10 | -1 |
| Income tax expense | -1 | 0 | -1 | 0 |
| Profit for the period | 4 | 0 | 9 | -1 |
| Balance sheets SEK M |
2008 | 31 Dec 31 Dec 2007 |
|---|---|---|
| Goodwill | 4 | 4 |
| Other intangible assets | 0 | 0 |
| Tangible assets | 3 | 2 |
| Financial assets | 0 | 0 |
| Inventories, etc. | 3 | 3 |
| Current receivables | 20 | 19 |
| Cash, cash equiv. and short-term invest | 10 | 1 |
| Total assets | 40 | 29 |
| Equity | 30 | 21 |
| Provisions | 0 | 0 |
| Long-term liabilities | 0 | 0 |
| Current liabilities | 10 | 8 |
| Total equity and liabilities | 40 | 29 |
| Key figures | Q4 | Q4 Full year Full year | ||
|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 |
| Growth, % | 34 | -27 | 19 | -19 |
| Of which, organic growth, % | 34 | -27 | 19 | -19 |
| Operating cash flow | 6 | -4 | 10 | -6 |
| Equity/assets ratio, % | 75 | 74 | ||
| Net loan debt (-) / receivable (+) | 10 | 1 | ||
| Average number of employees | 28 | 30 | ||
| Value added per employee, rolling 12 months |
1,271 | 866 |
Net sales for the full year improved by 19 per cent to SEK 57M (48). Net sales for the fourth quarter were up by 31 per cent to SEK 17M (13).
EBITA for the full year totalled SEK 9M (-1). For the fourth quarter, EBITA amounted to SEK 4M (0).
Operating cash flow for the fourth quarter was SEK 6M (-4).
Through business simulations and customised solutions, Celemi helps large enterprises to rapidly and efficiently communicate key messages that motivate and mobilise people to act in line with company objectives.
celemi.se
Chairman: Göran Havander
President: Lars Ynner
SRC
| Income statements | Q4 | Q4 Full year Full year | ||
|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 |
| Net sales | 8 | 11 | 37 | 40 |
| Operating expenses | -8 | -10 | -36 | -37 |
| EBITA before | ||||
| one-time items | 0 | 1 | 1 | 3 |
| % | -5.8 | 10.6 | 1.4 | 8.1 |
| One-time items | 0 | 0 | 0 | 0 |
| Shares in profit of associates | 0 | 0 | 0 | 0 |
| EBITA | 0 | 1 | 1 | 3 |
| % | -5.8 | 10.64 | 1.4 | 8.1 |
| Amortisation/impairment of surplus values | 0 | 0 | 0 | 0 |
| Operating profit | 0 | 1 | 1 | 3 |
| Net financial items | 0 | 0 | 0 | 0 |
| Profit before tax | 0 | 1 | 1 | 3 |
| Income tax expense | 0 | 0 | 0 | 0 |
| Profit for the period | 0 | 1 | 1 | 3 |
| Balance sheets | 31 Dec 31 Dec | |
|---|---|---|
| SEK M | 2008 | 2007 |
| Goodwill | 0 | 0 |
| Other intangible assets | 0 | 0 |
| Tangible assets | 0 | 1 |
| Financial assets | 0 | 0 |
| Inventories, etc. | 1 | 0 |
| Current receivables | 8 | 11 |
| Cash, cash equiv. and short-term invest | 6 | 8 |
| Total assets | 15 | 20 |
| Equity | 7 | 10 |
| Provisions | 0 | 0 |
| Long-term liabilities | 0 | 0 |
| Current liabilities | 8 | 10 |
| Total equity and liabilities | 15 | 20 |
| Key figures | Q4 | Q4 Full year Full year | ||
|---|---|---|---|---|
| SEK M | 2008 | 2007 | 2008 | 2007 |
| Growth, % | -26 | 25 | -9 | 21 |
| Of which, organic growth, % | -26 | 25 | -9 | 21 |
| Operating cash flow | -1 | 3 | 1 | 5 |
| Equity/assets ratio, % | 44 | 49 | ||
| Net loan debt (-) / receivable (+) | 6 | 8 | ||
| Average number of employees | 26 | 25 | ||
| Value added per employee, | ||||
| rolling 12 months | 749 | 840 |
Net sales for the full year fell by 9 per cent to SEK 37M (40). Net sales for the fourth quarter decreased by 26 per cent to SEK 8M (11).
EBITA for the full year amounted to SEK 1M (3). For the fourth quarter, EBITA was SEK 0M (1).
- SRC has been given responsibility for ongoing communication of gaming products on behalf of Svenska Spel, excluding the Triss brand.
- Sydgrönt and Odlarlaget will cooperate in marketing of Swedish-grown tomatoes and cucumbers. SRC has been chosen to create a new shared brand, an advertising film and an in-store communication programme.
- Philips is a new customer and has chosen to partner with SRC in a Category Management project together with Clas Ohlson.
- Kåkå has selected SRC as its Action Marketing agency for the brand Paulun.
- Falu Rödfärg is a new customer for which SRC's task is to develop communication in the reseller network.
SRC – Scandinavian Retail Center – is a consulting company and advertising agency specialised in services for the retailing industry. Work is conducted in three focus areas – Retail Concept, Trade Marketing and Action Marketing – all of which are based on trends and consumer behaviour in the retail trade.
scandinavianretailcenter.com Chairman: Carl Backman President: Ola Dolck
| PARENT COMPANY HOLDINGS AT 31 DECEMBER 2008 | % of capital |
% of votes |
Book value, SEK M |
|---|---|---|---|
| Unlisted holdings | |||
| Mercuri International1 | 100.00 | 100.00 | 358 |
| Scandinavian Retail Center, SRC | 100.00 | 100.00 | 12 |
| EnergoRetea1 | 93.25 | 93.25 | 103 |
| Celemi | 30.13 | 30.13 | 9 |
| Business Communication Group | 100.00 | 100.00 | 19 |
| Sancera | 100.00 | 100.00 | 43 |
| Cindra | 100.00 | 100.00 | 5 |
| CR&T Holding | 100.00 | 100.00 | 30 |
| CR&T Ventures2 | 100.00 | 100.00 | 2 |
| Gårda Äldrevård Holding | 100.00 | 100.00 | 9 |
| Other dormant companies | 2 | ||
| Total | 592 | ||
| Other net assets according to the Parent Company balance sheet | 1,853 | ||
| Equity in the Parent Company | 2,445 | ||
| Equity per share divided between 83,914,680 shares | 29.14 |
1 Ownership diversification programmes have been carried out in the subsidiaries Mercuri and EnergoRetea. See also information about dilution on page 14.
2 Equity amounts to SEK 40M and is mainly equal to liquidity placements.
Comments on the table:
The bulk of Bure's investments consist of unlisted holdings, which means that revaluation gains are not recognised. Unlisted companies are carried at book value. The previously used term "net asset value" may be misinterpreted as meaning the market value of Bure's holdings. To avoid any possible misunderstanding, Bure now uses the term "equity per share". The readers are instead given the opportunity to form their own opinions on the value of the respective holdings based on the provided information about the earnings and financial positions of the individual portfolio companies.
Bure performs ongoing cash flow valuations of all its holdings to determine the need for adjustment of book values. If a discounted cash flow valuation indicates a value that shows that the market value of a holding has fallen below its carrying amount, an impairment loss is recognised. Correspondingly, a previous impairment loss may be reversed if the value of the holding is recovered. For obvious reasons, a more critical assessment is made before deciding to reverse a value.
Valuation of a company is always uncertain, since it is based on an assessment of future development. The values determined in the cash flow valuations are based on the management's estimates of the future cash flows generated in the respective portfolio company.
YEAR-END REPORT
PARENT COMPANY Results for the full year
The Parent Company's profit after tax for the full year was SEK 1,019M (685) and included exit gains of SEK 812M (450). A previous impairment loss was reversed in an amount of SEK 170M (202). The entire reversal refers to the shares in Textilia and took place in connection with divestiture of the holding. Administrative expenses totalled SEK 38M (38). Bonus provisions amounted to SEK 4M (6). Aside from this, a provision of SEK 8M was made in connection with the change of CEO.
Net financial items in the Parent Company amounted to SEK 75M (66), of which SEK 9M refers to a capital gain on the sale of the remaining hedge fund participations. These funds provided a return of 3 per cent in 2008 and together with other investments produced a total return of 4.6 per cent.
Results for the fourth quarter
The Parent Company's profit after tax for the fourth quarter was SEK 676M (79) and includes exit gains of SEK 661M (24). No reversals affected profit for the period (56). Administrative expenses for the quarter totalled SEK 8M (9), and included bonus provisions of SEK 1M (2).
Financial position
Equity in the Parent Company at the end of the period amounted to SEK 2,445M (2,612) and the equity/assets ratio was 98 per cent (97). At 31 December 2008 the Parent Company had cash and cash equivalents and short-term investments of SEK 1,814M (1,423). At the end of the year the Parent Company had a reported net loan receivable of SEK 1,848M (1,462), which had a positive impact on net financial items.
Composition of net loan receivable in the Parent Company
| Net loan receivable/debt SEK M |
31 Dec 2008 |
31 Dec 2007 |
|---|---|---|
| Interest-bearing assets | ||
| Receivables from subsidiaries | 43 | 24 |
| Other interest-bearing receivables | 19 | 40 |
| Cash and cash equivalents | 1,814 | 1,423 |
| 1,876 | 1,487 | |
| Interest-bearing liabilities | ||
| Liabilities to subsidiaries | 28 | 25 |
| 28 | 25 | |
| Net loan receivable | 1,848 | 1,462 |
Placement of excess liquidity
Bure may normally place excess liquidity in fixed-income investments secured by collateral with counterparties such as the Swedish Government, Swedish banks or Swedish residential mortgage institutions. Furthermore, an investment advisor appointed by the Bure's Board of Directors may decide on certain alternative investments. At 31 December 2008, SEK 1,190M was placed in short-term deposits and the remaining SEK 624M in bank accounts.
Investments during the year
In the second quarter Bure purchased Scandinavian Retail Center, SRC, from the subsidiary Citat at book value, SEK 12M.
Divestitures – exits during the year
In the fourth quarter Bure sold its holding in Anew Learning to AcadeMedia for SEK 671M, of which SEK 274M was received in cash and the remainder in the form of shares in AcadeMedia. In November, the entire holding in AcadeMedia was distributed to Bure's shareholders. The transaction has generated a total gain of SEK 681M, of which SEK 17M in the third quarter. The sale of Citat was completed with a capital gain of SEK 124M. The sale of the shares in Textilia created scope for the reversal of a previous impairment loss of SEK 170M in the second quarter. A capital loss of approximately SEK 2M arose in the third quarter as a result of established acquisition expenses. In the second quarter, an option agreement regarding school properties was settled for a capital gain of SEK 8M.
Reported equity per share
Fully diluted equity per share at the end of the year was SEK 29.14, compared to SEK 28.02 at year-end 2007.
The Bure share
Total return on the Bure share, adjusted for the detachable redemption right during the year, amounted to minus 3 per cent. Over the same period, the OMX Nordic Exchange Stockholm fell by 39 per cent including reinvestment of dividents. Bure's market capitalisation at the end of the year was SEK 2,073M, compared to SEK 3,533M at year-end 2007. Market capitalisation has not developed in pace with the share price due to share buybacks and the decided redemption procedure. In 2008 Bure repurchased shares for a total of SEK 369M, of which SEK 20M in the first quarter and SEK 349M in the third quarter (see section on capital distribution below). All of the repurchased shares have been cancelled by decision of the AGM. The total number of shares outstanding at 31 December 2008 was 83,914,680 (for more information about capital distribution, see below).
| The Bure share | 19 Feb | 31 Dec | 31 Dec |
|---|---|---|---|
| 2009 | 2008 | 2007 | |
| Share price development, SEK | 29.10 | 24.70 | 37.90 |
| Change since year-end, % | 18 | -35 | 13 |
Capital distribution
In 2008 Bure repurchased 9,309,957 shares for a total of SEK 369M. All of the repurchased shares have been cancelled by decision of the AGM. The 2008 AGM resolved to pay a dividend of SEK 1 per share, equal to a total distribution of SEK 93M. In November the entire holding in AcadeMedia was distributed to Bure's shareholders for a total value of SEK 717M or SEK 8.55 per share. In December Bure decided to carry out a voluntary share redemption procedure for a total of SEK 1,007M. For each share in the Bure, the shareholders received one redemption right. Five redemption rights entitled the holder to redeem two shares for a cash amount of SEK 30 each. The redemption procedure was completed in February 2009 with 100 per cent participation.
| Total capital distribution in 2008, SEK M | 2008 |
|---|---|
| Regular cash dividend | 93 |
| Repurchase of shares | 369 |
| Distribution of shares in AcadeMedia | 717 |
| Total capital distributed in 2008 | 1,179 |
| Voluntary redemption procedure, decided in Dec 2008, | |
| completed in Feb 2009 | 1,007 |
| Total capital distributed through February 2009 | 2,186 |
GROUP
Because Bure is an investment company, the Group's composition of subsidiaries and associated companies varies in pace with acquisitions and divestitures. Since this makes the consolidated income statement difficult to analyse, it is more meaningful to look at development in the portfolio companies on an individual basis. More detailed information about the portfolio companies can be found on pages 4–5.
Results for the full year
Consolidated operating profit including discontinued operations for the full year was SEK 859M (986). Consolidated operating profit in continuing operations for the year amounted to SEK 66M (154) and includes exit gains of SEK 8M (123). Profit for the period was affected by reversals of previously recognised impairment losses of SEK 62M (0) on Textilia's properties. Profit for the year was affected by goodwill impairments of SEK 15M (0). Of total operating profit, SEK 793M (832) is attributable to subsidiaries discontinued or held for sale. Aside from continuing and discontinued operations, the remaining profit consists of the Parent Company's administrative expenses and group adjustments, as well as shares in profit of associates. Consolidated profit after financial items including discontinued operations amounted to SEK 934M (1,046).
Results for the fourth quarter
Consolidated operating profit including discontinued operations for the fourth quarter was SEK 519M (118). Consolidated operating profit in continuing operations for the quarter was SEK -15M (35) and includes exit gains of SEK 0M (25). Profit for the period was affected by no reversals of previously recognised impairment losses (0) but was affected by goodwill impairments of SEK 15M (0). Of total operating profit, SEK 534M (83) was attributable to subsidiaries discontinued or held for sale. Aside from continuing and discontinued operations, the remaining profit consists of the Parent Company's administrative expenses and group adjustments, as well as shares in profit of associates. Consolidated profit after financial items including discontinued operations totalled SEK 547M (125).
Financial position
Shareholders' equity at the end of the year amounted to SEK 2,481M (2,754) and the equity/assets ratio was 83 per cent (74). Fully diluted equity per share was SEK 29.56 (29.54). At 31 December 2008 the Group had a reported net loan receivable of SEK 1,892M (1,514), which consisted of interest-bearing assets of SEK 2,085M (1,871) and interest-bearing liabilities of SEK 193M (357).
BURE'S LOSS CARRYFORWARDS
The Bure Group had preliminary loss carryforwards of approximately SEK 650M at the end of the year. Of this amount, around SEK 390M refers to the Parent Company and can be offset against taxable profits in certain wholly owned subsidiaries. Since Bure's status as an investment company ceased during the year, tax income that is preliminarily estimated at SEK 20M has reduced the Group's loss carryforwards in a corresponding amount. In addition, the loss carryforwards decreased by SEK 276M in connection with the sale of Anew Learning. The total deferred tax asset in the Group at year-end 2008, based on unutilised loss carryforwards, has been valued at SEK 31M, which corresponds to SEK 112M of the total loss carryforwards of SEK 650M.
SIGNIFICANT RISKS AND UNCERTAINTIES
The current climate of financial unrest in the market is creating widespread uncertainty about future development. In light of high volatility in the financial markets, there is a special emphasis on monitoring the effects of Bure's investments and their valuations. The strong financial position in the Parent Company and restrictive indebtedness in the portfolio companies have given Bure a limited level of risk. In other respects, no significant changes have taken place during the year in the risks and uncertainties to which the Parent Company and the Group are exposed.
Bure has a number of basic principles for management of risks. Bure's finance policy states that the Parent Company shall be essentially debt-free. Furthermore, each portfolio company shall be financially independent from the Parent Company, which means that the Parent Company is not financially liable for obligations in the portfolio companies and that the portfolio companies are responsible for their own financing arrangements. Financing of the respective portfolio companies shall be well adapted to each company's individual situation, where total risk is managed through a balanced spread between operating and financial risk. For a more detailed description of the Group's risk exposure and risk management, see Note 26 of Bure Equity's annual report for 2007. The assessment is that no significant risks have arisen other than those described in the annual report and this yearend report.
CURRENCY EXPOSURE
Most of the Group's revenue is denominated in Swedish kronor and Euro. The Group is there by exposed to currency exposure mostly against the Euro in the form of exchange rate movements. The underlying costs are normally generated in the same currency as revenues, why transaction exposure is limited.
FINANCIAL TARGETS AND DIVIDEND POLICY
- The Bure share shall provide a total return of at least 10 per cent over time.
- Administrative expenses are low and shall not over time exceed 1.5 per cent of the company's total assets.
- Organic and acquisition-driven growth should together amount to at least 15 per cent over time.
- The Bure share shall have a dividend, over time, that reflects growth in equity. It should be possible to supplement dividends with measures such as share buybacks, redemption procedures and distribution of shareholdings.
- The Parent Company shall be essentially debt-free and the portfolio companies shall have a level of debt over time that is adequate in relation to their assessed operating risk.
OWNERSHIP STRUCTURE
Bure's largest shareholder at 31 December 2008 was Skanditek, with a holding of 19.9 per cent, followed by Catella with 14.3 per cent. Since year-end 2007, the number of shareholders has decreased from 21,179 to 18,000 at 31 December 2008. For more information about Bure's shareholders visit www.bure.se under the heading "Investor Relations/Shareholders".
RELATED PARTY TRANSACTIONS
Bure's related party transactions are described in Note 33 of the annual report for 2007. No significant changes have taken place since that time.
NOMINATING COMMITTEE
During the period, the following members from Bure's three largest shareholders were appointed to Bure's nominating committee: Henrik Blomquist, Skanditek Industriförvaltning Ulf Strömsten, Catella Fondförvaltning Peter Rudman, Nordea Fonder Patrik Tigerschiöld, Chairman of Bure
Shareholders who wish to make recommendations to Bure's Nominating Committee can send e-mail to [email protected] (subject "To the Nominating Committee") or letters to: Bure Equity AB, Att: Agneta Erneholm, Box 5419, SE-402 29 Göteborg.
2009 ANNUAL GENERAL MEETING
Bure's 2009 AGM will take place on 28 April, 3:00 p.m., in Göteborg.
ANNUAL REPORT
Bure's annual report for 2008 will be available at the company's head office, Mässans Gata 8 in Göteborg, and on the company's website bure.se by the end of March 2009 at the latest.
PROPOSED DIVIDEND
Bure's Board of Directors proposes that no dividend be paid for the financial year 2008 (SEK 1.00 per share).
SUBSEQUENT EVENTS
- The redemption procedure was completed in February. A total of SEK 1,007M was distributed to the shareholders. The number of shares outstanding after the redemption procedure is 50,348,808.
- Bure, together with Altor Equity, has signed an agreement with the Swedish National Debt Office to acquire Carnegie Investment Bank. The total purchase price for Carnegie amounts to SEK 1,402M plus an additional payment of at least SEK 250M for recovered loans.
- Bure, together with Altor Equity, has signed an agreement with the Swedish National Debt Office to acquire Max Matthiessen. The purchase price for Max Matthiessen amounts to SEK 500M including dividends of SEK 100M.
Göteborg, 20 February 2009
Bure Equity AB (publ) The Board of Directors
This year-end report has not been reviewed by the company's auditors.
FINANCIAL CALENDAR
Interim report January – March 2009 28 April 2009 2009 Annual General Meeting 28 April 2009 Interim report January – June 2009 25 August 2009 Interim report January – September 2009 22 October 2009
FOR ADDITIONAL INFORMATION CONTACT
Martin Henricson, President & CEO +46 31- 708 64 20 Jonas Alfredson, Chief Financial Officer +46 31- 708 64 41 Pia-Lena Olofsson, Group Accounting Director +46 31- 708 64 49
PARENT COMPANY INCOME STATEMENTS
| SEK M | Q4 2008 | Q4 2007 Full year 2008 Full year 2007 | ||
|---|---|---|---|---|
| Operating income, investing activities | ||||
| Exit gains | 661.0 | 23.6 | 811.9 | 451.9 |
| Dividends | – | – | – | 3.3 |
| Reversal of previously recognised impairment losses | – | 56.0 | 170.0 | 201.7 |
| Profit before financial items and administrative expenses | 661.0 | 79.6 | 981.9 | 656.9 |
| Administrative expenses | -7.8 | -9.4 | -38.0 | -37.8 |
| Profit before financial items | 653.3 | 70.2 | 943.9 | 619.1 |
| Net financial items | 22.4 | 9.2 | 75.3 | 66.1 |
| Profit after financial items | 675.7 | 79.4 | 1,019.2 | 685.2 |
| Income tax expense | – | – | – | – |
| Profit for the period | 675.7 | 79.4 | 1,019.2 | 685.2 |
| Average number of shares, thousands | 83,915 | 96,554 | 89,782 | 84,465 |
| Average number of shares after full dilution, thousands | 83,915 | 96,554 | 89,782 | 107,782 |
| Basic earnings per share, SEK | 8.05 | 0.82 | 11.35 | 8.11 |
| Fully diluted earnings per share, SEK | 8.05 | 0.82 | 11.35 | 6.36 |
| Average number of employees | 9 | 9 | 9 | 9 |
PARENT COMPANY BALANCE SHEETS
| SEK M | 31 Dec 2008 | 31 Dec 2007 |
|---|---|---|
| Assets | ||
| Tangible assets | 0.4 | 0.5 |
| Financial assets | 611,0 | 1 105.3 |
| Current receivables | 73.1 | 165.6 |
| Cash and cash equivalents and short-term investments | 1,813.6 | 1,423.1 |
| Total assets | 2,498.1 | 2,694.5 |
| Equity and liabilities | ||
| Equity | ||
| Restricted equity | 300.1 | 1,513.5 |
| Non-restricted equity | 2,145.1 | 1,099.0 |
| Total equity | 2,445.2 | 2,612.4 |
| Current liabilities | 52.9 | 82.1 |
| Total equity and liabilities | 2,498.1 | 2,694.5 |
| Of which, interest-bearing liabilities | 28.4 | 25.8 |
| Pledged assets and contingent liabilities | ||
| Pledged assets | – | – |
| Contingent liabilities | – | 72.9 |
The Parent Company's previous contingent liabilities consisted of loan insurance and guarantee commitments on behalf of subsidiaries that have now been extinguished. Bure has no remaining investment commitments in the form of follow-on share acquisitions in subsidiaries (0). Bure was previously guarantor for finance leases in Textilia. Subsequent to the acquisition of these properties, there are no remaining commitments.
PARENT COMPANY CASH FLOW STATEMENTS
| SEK M | Q4 2008 | Q4 2007 Full year 2008 Full year 2007 | ||
|---|---|---|---|---|
| Profit after financial items | 675.7 | 79.4 | 1,019.2 | 685.2 |
| Adjusting items | -661.6 | -78.6 | -981.6 | -665.8 |
| Cash flow from operating activities | ||||
| before change in working capital | 14.1 | 0.8 | 37.6 | 19.4 |
| Change in working capital | 2.8 | 28,6 | -17.9 | -113,2 |
| Cash flow from operating activities | 16.9 | 29,4 | 19.7 | -93,8 |
| Investments | -1.1 | -214,5 | -36.8 | -248,7 |
| Sale of subsidiaries and associated companies | 272.5 | 71.6 | 705.8 | 1 582.6 |
| Cash flow from investing activities | 271.4 | 142,9 | 669.0 | 1,333,9 |
| Cash flow from financing activities | -3.1 | -673.3 | -298.2 | -995.5 |
|---|---|---|---|---|
| Cash flow for the period | 285.3 | -786.8 | 390.5 | 244.6 |
| Cash and cash equivalents at beginning of period | 1,528.3 | 2,210.8 | 1,423.1 | 1,166.3 |
| Change in value of hedge fund | 0.0 | -1.0 | 0.0 | 12.2 |
| Cash and cash equivalents at end of period | 1,813.6 | 1,423.1 | 1,813.6 | 1,423.1 |
CONSOLIDATED INCOME STATEMENTS
| SEK M | Q4 2008 | Q4 2007 Full year 2008 Full year 2007 | |||
|---|---|---|---|---|---|
| Continuing operations | |||||
| Net sales | Note 1 | 313.6 | 299.5 | 1,096.6 | 1,013.2 |
| Exit gains | – | 24.6 | 8.5 | 122.8 | |
| Exit losses | – | – | -0.8 | – | |
| Other operating income | 10.9 | 0.4 | 19.1 | 4.7 | |
| Shares in profit of associates | 1.3 | 0.5 | 3.0 | -0.1 | |
| Total operating income | 325.8 | 325.0 | 1,126.4 | 1,140.6 | |
| Operating expenses | -325.4 | -290,0 | -1,045.3 | -986,1 | |
| Of which, impairment losses | – | – | – | – | |
| Of which, reversal of previously recognised impairment losses | – | – | 61.7 | – | |
| Goodwill impairments | -15.3 | – | -15.3 | – | |
| Operating profit | Note 1 | -14.9 | 35,0 | 65.8 | 154,4 |
| Net financial items | 27.7 | 14,1 | 74.7 | 68,9 | |
| Profit after financial items | 12.8 | 49,1 | 140.5 | 223,3 | |
| Income tax expense | -11.1 | 43.9 | -26.9 | 34.5 | |
| Profit for the period from continuing operations | 1.7 | 93,0 | 113.6 | 257,8 | |
| Profit from discontinued operations | Note 2 | 534.1 | 65,1 | 769.0 | 789,3 |
| Profi t for the period | 535.8 | 158.1 | 882.6 | 1 047.1 | |
| Profit attributable to minority interests | 0.0 | 0.2 | 0.6 | 0.2 | |
| Profit attributable to equity holders of the Parent Company | 535.8 | 157.9 | 882.0 | 1 046.9 | |
| Total profit for the period | 535.8 | 158.1 | 882.6 | 1 047.1 | |
| Average number of shares, thousands | 83,915 | 96,554 | 89,782 | 84,465 | |
| Average number of shares after full dilution, thousands | 83,915 | 96,554 | 89,782 | 107,782 | |
| Basic earnings per share in continuing operations, SEK | 0.02 | 0.97 | 1.26 | 3.05 | |
| Basic earnings per share in discontinued operations, SEK | 6.36 | 0.67 | 8.56 | 9.34 | |
| Basic earnings per share, SEK | 6.38 | 1.64 | 9.82 | 12.39 | |
| Fully diluted earnings per share in continuing operations, SEK | 0.02 | 0.97 | 1.26 | 2.39 | |
| Fully diluted earnings per share in discontinued operations, SEK | 6.36 | 0.67 | 8.56 | 7.32 | |
| Fully diluted earnings per share, SEK | 6.38 | 1.64 | 9.82 | 9.71 | |
| Average number of employees (adjusted for discontinued operations) | 934 | 821 | 939 | 823 |
CONSOLIDATED BALANCE SHEETS
| SEK M | 31 Dec 2008 | 31 Dec 2007 |
|---|---|---|
| Assets | ||
| Intangible assets | 458.4 | 777.8 |
| Of which, goodwill | 453.6 | 766.9 |
| Tangible assets | 75.2 | 267.0 |
| Financial assets | 78.6 | 323.5 |
| Work in progress, etc. | 22.3 | 11.6 |
| Current receivables | 301.5 | 550.8 |
| Cash and cash equivalents and short-term investments | 2,058.9 | 1,816.1 |
| Total assets in continuing operations | 2,995.0 | 3,746.8 |
| Non-current assets held for sale Note 3 |
– | – |
| Total assets | 2,995.0 | 3,746.8 |
| Equity and liabilities | ||
| Equity attributable to equity holders of the Parent Company | 2,472.1 | 2,746.2 |
| Equity attributable to minority interests | 8.6 | 7.7 |
| Total equity | 2,480.7 | 2,753.9 |
| Non-current liabilities | 217.7 | 327.9 |
| Current liabilities | 296.6 | 665.0 |
| Total liabilities in continuing operations | 514.3 | 992.9 |
| Liabilities directly connected to non-current assets held for sale Note 3 | – | – |
| Total equity and liabilities | 2,995.0 | 3,746.8 |
| Of which, interest-bearing liabilities | 193.6 | 356.9 |
| Pledged assets and contingent liabilities | ||
| Pledged assets | 253.4 | 533.2 |
| Of which, pledged assets in discontinued operations | – | – |
| Contingent liabilities | – | – |
| Of which, contingent liabilities in discontinued operations | – | – |
CONSOLIDATED CASH FLOW STATEMENTS
| SEK M | Q4 2008 | Q4 2007 Full year 2008 Full year 2007 | ||
|---|---|---|---|---|
| Profit after financial items from continuing operations | 12.8 | 52.6 | 140.5 | 226.8 |
| Profit after financial items from discontinued operations | 534.1 | 72.4 | 793.3 | 819.1 |
| Adjusting items | -516.6 | -39.3 | -693.9 | -761.0 |
| Cash flow from operating activities | ||||
| before change in working capital | 30.3 | 85.7 | 239.9 | 284.9 |
| Change in working capital | 43.9 | -16.7 | 6.9 | -19.0 |
| Cash flow from operating activities | 74.2 | 69.0 | 246.8 | 265.9 |
| Investments | -56.3 | -228.3 | -226.9 | -381.7 |
| Sale of non-current assets | 291.4 | 115.3 | 710.5 | 1,379.1 |
| Cash flow from investing activities | 234.1 | -113.0 | 483.6 | 997.4 |
| Cash flow from financing activities | -3.6 | -638.2 | -500.8 | -1,010.3 |
| Cash flow for the period | 305.7 | -682.2 | 229,6 | 253.0 |
| Cash and cash equivalents at beginning of period | 1,743.5 | 2,496.8 | 1,816.1 | 1,546.7 |
| Exchange rate differences and change in value of hedge fund | 9.7 | 1.5 | 13.2 | 16.4 |
| Cash and cash equivalents at end of period (incl. non-current assets held for sale) | 2,058.9 | 1,816.1 | 2,058.9 | 1,816.1 |
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
| SEK M | Q4 2008 | Q4 2007 Full year 2008 Full year 2007 | ||
|---|---|---|---|---|
| Opening balance, equity | 2,494.0 | 3,211.6 | 2,612.4 | 2,935.6 |
| Shareholder contributions received/paid | -6.9 | 37.0 | -6.9 | 37.0 |
| Repurchase of shares | – | -102.3 | -368.9 | -301.7 |
| Repurchase of warrants | – | – | – | -490.2 |
| Completed redemption procedure | – | 569.7 | – | -569.7 |
| Cash dividend | – | – | -92.6 | – |
| Distribution of shareholdings | -717.5 | – | -717.5 | – |
| Provision to fair value reserve | – | – | – | 50.1 |
| Reversal of fair value reserve | – | -42.2 | – | -99.8 |
| Subscription for new shares | – | – | – | 368.5 |
| Costs related to new share issue and redemption procedure | – | -1.4 | -0.5 | -2.6 |
| Profit for the period | 675.7 | 79.4 | 1,019.2 | 685.2 |
| Closing balance, equity | 2,445.2 | 2,612.4 | 2,445.2 | 2,612.4 |
The Extraordinary General Meeting on 11 December 2008 decided to carry out a voluntary redemption procedure for a total of SEK 1,007M. The redemption procedure was completed in February 2009 and was fully subscribed, so that the outcome corresponded to the EGM's decision.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| SEK M | Q4 2008 | Q4 2007 | ||||
|---|---|---|---|---|---|---|
| Attributable to | Attributable | Attributable to | Attributable | |||
| equity holders of | to | equity holders of | to | |||
| Parent Company | minority | TOTAL Parent Company | minority | TOTAL | ||
| Opening balance, equity | 2,627.6 | 8.9 | 2,636.5 | 3,295.4 | 7.5 | 3,302.9 |
| Acquisitions/divestitures1 | -1.0 | -0.1 | -1.1 | – | – | – |
| Provision to fair value reserve2 | – | – | – | -0.1 | – | -0.1 |
| Reversal of fair value reserve2 | – | – | – | -42.1 | – | -42.1 |
| Repurchase of shares | – | – | – | -102.4 | – | -102.4 |
| Distribution of shareholdings | -717.5 | – | -717.5 | – | – | – |
| Costs related to new share issue and redemption procedure | – | – | – | -1.4 | – | -1.4 |
| Completed redemption procedure | – | – | – | -569.7 | – | -569.7 |
| Translation difference | 27.2 | -0.2 | 27.0 | 8.6 | – | 8.6 |
| Profit for the period | 535.8 | 0.0 | 535.8 | 157.9 | 0.2 | 158.1 |
| Closing balance, equity | 2,472.1 | 8.6 | 2,480.7 | 2,746.2 | 7.7 | 2,753.9 |
1 This item consists of follow-on acquisitions in (-) and divestitures of (+) subsidiaries.
2 The provision refers to fair value valuation of Bure's holdings in Grontmij and Jeeves.
The Extraordinary General Meeting on 11 December 2008 decided to carry out a voluntary redemption procedure for a total of SEK 1,007M. The redemption procedure was completed in February 2009 and was fully subscribed, so that the outcome corresponded to the EGM's decision.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| SEK M | Full year 2008 | Full year 2007 | ||||
|---|---|---|---|---|---|---|
| Attributable to | Attributable | Attributable to | Attributable | |||
| equity holders of | to | equity holders of | to | |||
| Parent Company | minority | TOTAL Parent Company | minority | TOTAL | ||
| Opening balance, equity | 2,746.2 | 7.7 | 2,753.9 | 2,729.8 | 7.0 | 2,736.8 |
| Acquisitions/divestitures1 | -0.3 | 0.5 | 0.2 | – | 0.5 | 0.5 |
| Cash dividend | -92.6 | – | -92.6 | – | – | – |
| Provision to fair value reserve2 | – | – | – | 50.1 | – | 50.1 |
| Reversal of fair value reserve2 | – | – | – | -99.8 | – | -99.8 |
| Repurchase of shares | -368.9 | – | -368.9 | -301.7 | – | -301.7 |
| Repurchase of warrants | – | – | – | -490.2 | – | -490.2 |
| Subscription for new shares | – | – | – | 368.5 | – | 368.5 |
| Distribution of shareholdings | -717.5 | – | -717.5 | – | – | – |
| Costs related to new share issue and redemption procedure | -0.5 | – | -0.5 | -2.8 | – | -2.8 |
| Completed redemption procedure | – | – | – | -569.5 | – | -569.5 |
| Transactions with minority shares | -13.7 | – | -13.7 | – | – | – |
| Translation difference recognised in income statement | – | – | – | -1.0 | – | -1.0 |
| Translation difference | 37.4 | -0.2 | 37.2 | 15.9 | – | 15.9 |
| Profit for the period | 882.0 | 0.6 | 882.6 | 1,046.9 | 0.2 | 1,047.1 |
| Closing balance, equity | 2,472.1 | 8.6 | 2,480.7 | 2,746.2 | 7.7 | 2,753.9 |
1 This item consists of follow-on acquisitions in (-) and divestitures of (+) subsidiaries.
2 The provision refers to fair value valuation of Bure's holdings in Grontmij and Jeeves.
The Extraordinary General Meeting on 11 December 2008 decided to carry out a voluntary redemption procedure for a total of SEK 1,007M. The redemption procedure was completed in February 2009 and was fully subscribed, so that the outcome corresponded to the EGM's decision.
ACCOUNTING POLICIES
This consolidated interim report has been prepared in accordance with IAS 34, Interim Financial Reporting, and the Swedish Annual Accounts Act. The sections of the report based on these requirements are the financial reports provided on pages 7–16. The accounting policies applied in this interim report are the same as those described in the annual report for 2007, pages 43–46.
The IASB has announced changes in IAS 39 and IFRS 7 that may be applied as of 1 July 2008. The changes have been approved by the European Commission and provide the option of reclassifying financial instruments in certain cases. Bure has not utilised this option.
DISCLOSURES
Dilutive effects of existing ownership diversification programmes
The following information is provided as a disclosure regarding the dilution effects that exist in the companies where these diversification programmes have been carried out by Bure:
| Scope | EnergoRetea | Mercuri | |
|---|---|---|---|
| Holding based on number of warrants/options granted, %1 | 2,1 | 23,3 | |
| Exercise date for subscription rights | May 2012 Aug 2011 | ||
| Exercise price calculated on 100% of the company, SEK M2 | 176 | 443 | |
| Value range for premature exercise of subscription rights2 | Period EnergoRetea | Mercuri | |
| Exercise price calculated on 100% of the company, SEK M2 | 31 Dec 2008 | 128 | 333 |
| 31 Dec 2009 | 140 | 366 | |
| 31 Dec 2010 | 154 | 403 | |
| 31 Dec 2011 | 170 | ||
| 31 May 2012 | 176 |
1 The specified percentage refers to the number of warrants/options sold to date. Further dilution may thus arise. Subscription rights may be exercised prematurely in certain situations, e.g. in connection with an exit. The exercise price then varies with respect to the date.
2 The exercise price will be indexed, normally by 10 per cent annually, with monthly adjustment of the exercise price.
NOTE 1 – SEGMENT REPORTING (PRIMARY SEGMENT: COMPANIES)
| Net sales | Operating profit1 | ||||
|---|---|---|---|---|---|
| Full year | Full year | Full year | Full year | ||
| SEK M | 2008 | 2007 | 2008 | 2007 | |
| Subsidiaries | |||||
| Mercuri | 783.9 | 769.5 | 21.2 | 58.1 | |
| EnergoRetea | 273.6 | 205.2 | 19.8 | 10.1 | |
| SRC | 36.6 | 40.4 | 0.5 | 3.3 | |
| Subtotal | 1,094.1 | 1,015.1 | 41.5 | 71.5 | |
| Shares in profit of associates | – | – | 3.0 | -0.1 | |
| Reversals of previously recognised impairment losses | – | – | 61.7 | – | |
| Impairment losses | – | – | -15.3 | – | |
| Parent Company administrative expenses | – | – | -38.0 | -37.8 | |
| Exit gains/losses | – | – | 7.7 | 122.8 | |
| Other | 2.5 | -1.9 | 5.2 | -2,0 | |
| Profit from continuing operations | 1,096.6 | 1,013.2 | 65.8 | 154.4 | |
| Profit from discontinued operations | 1,188.8 | 1,634.6 | 793.3 | 831.6 | |
| Total | 2,285.4 | 2,647.8 | 859.1 | 986.0 |
1 Including any impairment losses on consolidated goodwill.
NOTE 2 – PROFIT FROM DISCONTINUED OPERATIONS1
| Full year | Full year | |||
|---|---|---|---|---|
| SEK M | Q4 2008 | Q4 2007 | 2008 | 2007 |
| Net sales | 0.0 | 475.3 | 1,188.8 | 1,634.6 |
| Operating expenses | -9.9 | -429.4 | -1,082.8 | -1,502.8 |
| Shares in profit | 4.2 | 5.1 | 11.1 | 5.9 |
| Exit gains | 539.8 | 31.7 | 676.1 | 693.9 |
| Operating profit | 534.1 | 82.8 | 793.2 | 831.6 |
| Net financial items | 0.0 | -6.9 | 0.1 | -8.9 |
| Profit after financial items | 534.1 | 75.9 | 793.3 | 822.6 |
| Income tax expense | 0.0 | -10.8 | -24.3 | -33.3 |
| Profit from discontinued operations Basic earnings per share, SEK |
534.1 6.36 |
65.1 0.67 |
769.0 8.56 |
789.3 9.35 |
| Fully diluted earnings per share, SEK | 6.36 | 0.67 | 8.56 | 7.32 |
| Cash flow from operating activities | – | 72.5 | 110.8 | 230.4 |
| Cash flow from investing activities2 | – | 23.7 | 482.1 | 847.9 |
| Cash flow from financing activities | 291.4 | -32.5 | -56.3 | -43.9 |
| Net cash from discontinued operations | 291.4 | 63.7 | 536.6 | 1,034.4 |
1 Discontinued operations refer to Anew Learning, Academedia, Textilia and the Citat group excluding Scandinavian Retail Center AB, as well as Cygate and Systeam,
where agreements for sale were signed in December 2006. The divestitures of the latter two were completed in the first quarter of 2007. 2 In cash flow from discontinued operations, investing activities include the acquisition of properties in Textilia, which were previously held under a finance lease
by another company in Bure Group.
NOTE 3 – NON-CURRENT ASSETS HELD FOR SALE
At 31 December 2008, Bure had no holdings classified as non-current assets held for sale.
NOTE 4 – ACQUISITIONS AND DIVESTITURES
Acquisitions during the year
In the third quarter, EnergoRetea acquired CLC, which has affected cash and cash equivalents in a total amount of SEK 28M.
Total value of acquired assets and liabilities in CLC :
| SEK M | 2008 |
|---|---|
| Tangible assets | 6.0 |
| Current assets | 9.9 |
| Cash and cash equivalents | 10.2 |
| Minority interests | – |
| Liabilities | -12.4 |
| Total acquired net assets | 13.6 |
| Goodwill | 25.0 |
| Total purchase price | 38.7 |
| Cash and cash equivalents in acquired subsidiaries | -10.2 |
| Effect on the Group's cash and cash equivalents, | |
| total net outfl ow | 28.5 |
In the second quarter, Anew Learning acquired UVS Gymnasium and Didaktus, which has affected cash and cash equivalents in a total amount of SEK 50M.
Total value of acquired assets and assumed liabilities in UVS Gymnasium:
| SEK M | 2008 |
|---|---|
| Tangible assets | 1.8 |
| Current assets | 0.6 |
| Cash and cash equivalents | – |
| Minority interests | – |
| Liabilities | -3.6 |
| Total acquired net assets | -1.2 |
| Goodwill | 11.6 |
| Total purchase price | 10.4 |
| Cash and cash equivalents in acquired subsidiaries | – |
| Effect on the Group's cash and cash equivalents, | |
| total net outfl ow | 10.4 |
Total value of acquired assets and assumed liabilities in Didaktus:
| SEK M | 2008 |
|---|---|
| Tangible assets | 6.0 |
| Current assets | 13.1 |
| Cash and cash equivalents | 5.2 |
| Minority interests | – |
| Liabilities | -21.9 |
| Total acquired net assets | 2.4 |
| Goodwill | 41.9 |
| Total purchase price | 44.3 |
| Cash and cash equivalents in acquired subsidiaries | -5.2 |
| Effect on the Group's cash and cash equivalents, |
total net outfl ow 39.1
Aside from this, additional purchase prices were paid for Proteam and
Rytmus during the quarter in an amount of SEK 6.7M.
Divestitures during the quarter
In the fourth quarter Bure sold the Anew Learning group, which has affected cash and cash equivalents in a total amount of SEK 274M.
Total value of sold assets and liabilities in Anew Learning during the quarter:
| SEK M | 2008 |
|---|---|
| Intangible assets | 264.9 |
| Tangible assets | 46.3 |
| Current assets | 140.1 |
| Cash and cash equivalents | – |
| Minority interests | – |
| Liabilities | -204.5 |
| Capital gain | 563.9 |
| Total purchase price | 810.7 |
| Cash and cash equivalents in divested subsidiaries | – |
| Purchase price in the form of shares in Academedia | -536.3 |
| Effect on the Group's cash and cash equivalents, |
total net outfl ow 274.4
Divestitures during the year
In the third quarter Bure also sold the Textilia group, which has affected cash and cash equivalents in a total amount of SEK 145M.
Total value of sold assets and liabilities in Textilia:
| SEK M | 2008 |
|---|---|
| Intangible assets | – |
| Tangible assets | 226.1 |
| Current assets | 58.5 |
| Cash and cash equivalents | 18.8 |
| Minority interests | – |
| Liabilities | -160.0 |
| Capital gain | 58.2 |
| Total purchase price | 201.6 |
| Cash and cash equivalents in divested subsidiaries | -18.8 |
| Non settled part of the purchase price | -37.4 |
| Effect on the Group's cash and cash equivalents, | |
| total net outfl ow | 145.4 |
In the third quarter Bure sold the Citat group excluding SRC, which has affected cash and cash equivalents in a total amount of SEK 187M.
Total value of sold assets and liabilities in Citat:
| SEK M | 2008 |
|---|---|
| Intangible assets | 125.4 |
| Tangible assets | 11.0 |
| Current assets | 101.2 |
| Cash and cash equivalents | 70.1 |
| Minority interests | – |
| Liabilities | -75.9 |
| Capital gain | 25.3 |
| Total purchase price | 257,1 |
| Cash and cash equivalents in divested subsidiaries | -70.1 |
| Effect on the Group's cash and cash equivalents, | |
| total net outfl ow | 187.0 |
A partial sale to the minority in EnergoRetea took place during the first half of the year, which has affected cash and cash equivalents in a total amount of SEK 1.3M.
Aside from Bure's divestment of the Citat and Textilia groups in the third quarter, in the first quarter Citat sold Appelberg Publishing Group, affecting cash and cash equivalents in a total amount of SEK 65M.
Total value of sold assets and liabilities in Appelberg:
| SEK M | 2008 |
|---|---|
| Intangible assets | 28.4 |
| Tangible assets | – |
| Current assets | 12.1 |
| Cash and cash equivalents | 22.9 |
| Minority interests | – |
| Liabilities | -18.6 |
| Capital gain | 43.2 |
| Total purchase price | 88.0 |
| Cash and cash equivalents in divested subsidiaries | -22.9 |
| Effect on the Group's cash and cash equivalents, |
total net outfl ow 65.1
Sale and acquisition of shares in Anew Learning and distribution of shares in AcadeMedia
In the third quarter, work was started on a merger between Bure's wholly owned subsidiary Anew Learning AB and the associated company AcadeMedia AB. The merger was completed in the fourth quarter through Academedia's acquisition of Bure's shares in Anew Learning in exchange for 6,310,000 newly issued shares in AcadeMedia and a cash sum of SEK 274M. Through this transaction, Bure came to own 70% of AcadeMedia. In connection with the transaction the option holders in Anew Learning called for their right to buy shares in Anew Learning. These shares where bought by Bure at which Bure at the same time sold 120 152 shares in AcadeMedia.
Two alternative methods are currently applied within the framework of IAS to recognise the sale of minority interests, since this is not explicit covered by IAS 27. According to the revised IAS 27, which is effective 1 January 2010, the sale of a minority interest is recognised directly in equity on the condition that control over the company is retained.
After the merger, Bure decided to distribute the entire holding in AcadeMedia to its shareholders. During the brief period that arose between the merger with AcadeMedia and the distribution of shares, Bure treated the shareholding within the framework of non-current assets held for sale, IFRS 5.
The net gain on the sale of Anew Learning in the Group amounted to SEK 550M, of which SEK 564M has been recognised in the income statement and SEK -14M, which where assignable to the transaction with minority holders in Anew Learning, has been recognised in equity in accordance with the new rules in IAS 27.
FIVE-YEAR OVERVIEW
| Data per share1 | 2004 | 2005 | 2006 | 2007 | 2008 |
|---|---|---|---|---|---|
| Equity (net asset value), SEK2 | 40.17 | 33.36 | 46.73 | 28.02 | 29.14 |
| Equity (net asset value) after full exercise of outstanding warrants, SEK2 | 15.80 | 18.99 | 26.30 | 28.02 | 29.14 |
| Share price, SEK | 17.40 | 23.80 | 33.40 | 37.90 | 24.70 |
| Share price as a percentage of equity, % | 110 | 125 | 127 | 135 | 85 |
| Parent Company equity per share, SEK | 40.17 | 33.36 | 46.73 | 28.02 | 29.14 |
| Parent Company fully diluted equity per share, SEK | 15.80 | 18.99 | 26.30 | 28.02 | 29.14 |
| Consolidated equity per share, SEK3 | 32.38 | 32.81 | 43.57 | 29.54 | 29.56 |
| Consolidated fully diluted equity per share, SEK3 | 13.55 | 18.73 | 24.77 | 29.54 | 29.56 |
| Parent Company earnings per share, SEK | 4.90 | 6.22 | 13.85 | 8.11 | 11.35 |
| Parent Company fully diluted earnings per share, SEK 4 | 1.84 | 3.08 | 6.99 | 6.36 | 11.35 |
| Consolidated earnings per share, SEK | 1.87 | 9.37 | 14.21 | 12.39 | 9.82 |
| Consolidated fully diluted earnings per share, SEK 4 | 0.70 | 4.63 | 7.17 | 9.71 | 9.82 |
| Number of shares, thousands | 37,458 | 60,358 | 62,819 | 93,225 | 83,915 |
| Number of warrants outstanding, thousands | 92,263 | 69,362 | 66,901 | – | – |
| Total number of shares including warrants outstanding, thousands | 129,720 | 129,720 | 129,720 | 93,225 | 83,915 |
| Fully diluted number of shares according to IAS 33, thousands | 98,266 | 115,772 | 122,836 | 93,225 | 83,915 |
| Average number of shares, thousands | 36,445 | 54,172 | 61,071 | 84,465 | 89,782 |
| Average fully diluted number of shares according to IAS 33, thousands | 97,253 | 109,585 | 121,086 | 107,782 | 89,782 |
| Key figures | |||||
| Dividend, SEK per share 6 | – | – | – | 1.00 | 8.55 |
| Direct yield, % | – | – | – | 2.64 | 34.63 |
| Total yield, % | 67.3 | 36.8 | 40.3 | 16.7 | -2.8 |
| Market capitalisation, SEK M | 652 | 1,437 | 2,098 | 3,533 | 2,073 |
| Fully diluted market capitalisation, SEK5 | 2,257 | 3,087 | 4,333 | 3,533 | 2,073 |
| Net asset value, SEK M | 1,505 | 2,014 | 2,935 | 2,612 | 2,445 |
| Return on equity, % | 12.8 | 19.2 | 34.2 | 24.7 | 40.3 |
| Parent Company profit and financial position | |||||
| Exit gains/losses, SEK M | 132.2 | 353.7 | 625.6 | 451.9 | 811.9 |
| Profit for the period after tax, SEK M | 178.7 | 337.2 | 846.1 | 685.2 | 1,019.2 |
| Total assets, SEK M | 2,586 | 2,109 | 3,112 | 2,695 | 2,498 |
| Equity, SEK M | 1,505 | 2,014 | 2,935 | 2,612 | 2,445 |
| Equity/assets ratio, % | 58.2 | 95.4 | 94.3 | 97.0 | 97.9 |
| Net loan debt (-) / receivable (+) | -512 | 404 | 1,080 | 1,462 | 1,848 |
| Net loan debt (-) / receivable (+) after full exercise of outstanding warrants | |||||
| 33 | 854 | 1,556 | 1,462 | 1,848 | |
| Consolidated profit and financial position | |||||
| Net sales, SEK M | 2,148.1 | 2,022.7 | 2,147.1 | 1,013.2 | 1,096.6 |
| Profit for the period after tax, SEK M | 95.9 | 543.7 | 884.9 | 1,047.1 | 882.0 |
| Total assets, SEK M | 4,505 | 4,032 | 3,885 | 3,747 | 2,995 |
| Equity, SEK M | 1,213 | 1,980 | 2,737 | 2,754 | 2,481 |
| Equity/assets ratio, % | 26.9 | 49.1 | 70.5 | 73.5 | 82.8 |
| Net loan debt (-) / receivable (+) | -1,202 | 201 | 1,178 | 1,514 | 1,892 |
| Net loan debt (-) / receivable (+) after full exercise of outstanding warrants | |||||
| -657 | 651 | 1,655 | 1,514 | 1,892 |
1 All historical data per share has been adjusted for shares in issue with a time-weighting factor as prescribed by IAS 33.
2 Net asset value corresponds to equity per share.
3 The figures for the full year 2004 have been retrospectively restated to IFRS. The comparative information for prior periods has not been restated. As of 1 January 2004, minority interest in equity is included in total equity.
4 In the event of a negative result, the average number of shares before dilution is also used for calculation after dilution.
5 Market capitalisation taking into account the total number of shares after full exercise of outstanding warrants multiplied by share price on the closing date for the period in question.
6 Paid dividend 2008 is dividend of shares in AcadeMedia equivalent to SEK 8.55 per share.
Definitions of the above key figures are found in Bure's annual report for 2007, page 69.
The information in this Interim Report is subject to the disclosure requirements of Bure Equity AB under the Swedish Securities Market Act. This information has been publicly communicated on 20 February 2009.
About Bure
Bure is an investment company whose primary emphasis is on long-term ownership in unlisted companies with a strong and stable earning capacity in sectors where Bure has previous experience. The portfolio consists of four investments. The Parent Company has eight employees working from its office in Göteborg, Sweden.
Bure Equity AB (publ), Box 5419, 402 29 Göteborg, Tel +46 31-708 64 00, Fax 031-708 64 80 Corporate ID number 556454-8781, www.bure.se