Annual Report • Apr 15, 2015
Annual Report
Open in ViewerOpens in native device viewer
ANNUAL REPORT 2014
16 Nordic region
18 UK region
28 Financial overview
84 Board of Directors' assurance
The Board of Directors and President of Nobia AB, Corporate Registration Number 556528-2752, hereby present the Annual Report and consolidated financial statements for the 2014 fiscal year. The kitchen on the front cover is Athena Vit and is sold through HTH.
Nobia was further consolidated and profitability improved despite lower sales volumes. The Group's gross margin continued to strengthen and the operating margin was the highest in seven years.
The websites for nine of Nobia's brands were relaunched and a central innovation team produced new products for launch in the first quarter of 2015.
Efforts to reduce the complexity of the product range continued and the UK kitchen chain Magnet began changing to the Group's common standard dimension.
Rixonway Kitchens, a large kitchen supplier in the UK project market, and a leader in the social housing segment, was acquired in the fourth quarter. Rixonway Kitchens, which has annual net sales of approximately GBP 40 million and an operating margin of about 10 per cent, was consolidated into Nobia's financial statements on 1 November 2014.
In the third quarter, Nobia received an offer to divest its French kitchen chain Hygena to the French kitchen company Fournier Group for a purchase consideration of EUR 20 million. The decision to divest Hygena was the result of the operations making a loss in recent years, despite extensive measures and investments. The divestment of Hygena will involve lower income and a strengthened operating margin for Nobia.
Following consultation with employee representatives, signing an agreement and obtaining approval from the French competition authorities, the transaction was completed on 2 March 2015.
The divestment of Hygena had a negative impact of a total of SEK 487 million on the Group's net profit for 2014, primarily attributable to impairment of goodwill and deferred tax assets, and is recognised as a restructuring cost.
The regional organisational structure was strengthened to co-ordinate sourcing, optimise production and harmonise commercial activities between the business units. The sourcing organisation has been adapted to the regional structure to support product development and harmonise the range.
In connection with this organisational change, the areas of responsibility for Lars Bay-Smidt, Peter Kane and Christian Rösler were extended regarding the operations in Nobia's three regions. Following the divestment of Hygena, the Continental Europe region was renamed Central Europe region.
From 1 January 2015 the following persons became members of Nobia's Group management: Nick Corlett, EVP Sourcing and Product Management; Rune Stephansen, EVP Head of Commercial Sweden; Ole Dalsbø, EVP Head of Commercial Norway, Erkka Lumme, EVP Head of Commercial Finland, Annica Hagen, EVP Brand Portfolio and Innovation, and Kim Lindqvist, EVP Digital and Media Strategy.
All of the figures except for net sales, profit/loss after tax, operating cash flow, return on capital employed and return on shareholders' equity have been adjusted for restructuring costs.
| 2013 | 2014 | Change, % | |
|---|---|---|---|
| Net sales, SEK m | 11,773 | 12,3921) | 5 |
| Gross margin, % | 41.0 | 41.8 | – |
| Operating margin before depreciation/amortisation and impairment, % |
9.2 | 9.9 | – |
| Operating profit (EBIT), SEK m | 690 | 8452) | 22 |
| Operating margin (EBIT margin), % | 5.9 | 6.8 | – |
| Profit after financial items, SEK m | 596 | 769 | 29 |
| Profit/loss after tax, incl. restructuring, SEK m | 350 | –273) | – |
| Earnings per share, after dilution excl. restructuring, SEK | 2.29 | 3.20 | 40 |
| Earnings/loss per share, after dilution incl. restructuring, SEK | 2.10 | –0.17 | – |
| Operating cash flow, SEK m | 601 | 779 | 30 |
| Return on capital employed, % | 14.6 | 8.9 | – |
| Return on shareholders' equity, % | 12.0 | –0.9 | – |
| Number of employees at year-end | 6,544 | 6,925 | 6 |
Nobia develops, manufactures and sells kitchens under some twenty strong brands, and as a contract manufacturer. The operation covers the entire value chain, from development, manufacturing and installation to distribution and sales, as well as associated service.
Every week, Nobia manufactures some 140,000 cabinets and we meet more than 70,000 consumers in our stores.
Sales to private individuals are conducted through own and franchise stores and through a network of retailers, including furniture stores, builders' merchants, DIY stores and independent kitchen specialists. The products are also sold to professional construction companies which, in turn, sell the kitchens to their end customers.
Nobia's net sales in 2014 totalled about SEK 12.4 billion, and the operation is organised into three regions: Nordic, UK and Central Europe.
Net sales per region in 2014 excluding Hygena.
employees excluding Hygena, of whom most work in the UK, followed by Denmark and Sweden.
own stores excluding Hygena, as well as a network of franchise stores and retailers.
2
production facilities in seven European countries, in which kitchen solutions are manufactured and assembled.
History
Nobia was founded in 1996 from a division of what is now Stora Enso, which at that time conducted operations in cabinet doors, windows and kitchens and building materials in the Nordic region. The operations focused on kitchens and expanded through a number of acquisitions, which also involved expansion into the Finnish and UK markets. Geographic expansion continued after the company was listed on the stock market in 2002, but no real consolidation of the operations took place. However, the operations have been
consolidated at all levels since 2010. The cost level has been adapted and co-ordination has increased, primarily in sourcing and production. A Groupwide range was introduced in 2012 and the German kitchen manufacturer Optifit was sold in 2013. At the end of 2014, the UK kitchen supplier Rixonway Kitchens was acquired and at the start of 2015 the French kitchen chain Hygena was divested.
Today, Nobia is an efficient kitchen Group with the aim of growing in the European kitchen market.
Nobia is Europe's leading kitchen specialist. A kitchen focus makes it possible to leverage joint knowhow throughout the entire value chain – across national boundaries and brands. As a dedicated kitchen specialist, Nobia is taking the lead in the kitchen industry in terms of industry consolidation and also product innovation and service offering.
Nobia offers customised kitchen solutions with a number of attractive brands. We generate value for customers by offering high-quality function and design in both complete kitchen solutions and individual kitchen products, and through services such as advice, design, delivery and installation. Behind the scenes, efficient production capitalises on economies of scale.
Our vision is to be the leading and most profitable kitchen specialist that inspires people to realise their kitchen dreams. Based on consumer insights, we produce functional and aesthetically pleasing kitchen solutions. No matter what a customer's ideal kitchen looks like, Nobia can offer a solution. We help our customers realise their dreams and invest in kitchens they enjoy.
3
Targeted efforts pay off. Nobia's profitability has improved for five consecutive years. We have made good progress towards a consolidated Nobia and are gradually approaching our financial target of an operating margin of more than 10 per cent.
There is a great deal to be pleased and proud of as I look back over 2014. Nobia strengthened both its gross margin and operating margin despite relatively weak kitchen markets. We launched new websites and produced new, innovative products. The complexity of the range was reduced and our UK brand Magnet started to change to Nobia's common standard dimension. We also presented two important company transactions – the divestment of Hygena and the acquisition of Rixonway Kitchens.
Our overall market situation for the year was weak. Although the UK market reported growth, the trend in most of our markets was negative. However, I am not satisfied with our sales performance for the year despite ending the year with positive organic growth in the fourth quarter. The gross margin trend was more gratifying, and it strengthened again to the highest level in the company's history. Operating profit excluding restructuring costs improved for the fifth consecutive year, primarily as a result of higher sales values and lower prices of materials, which offset lower volumes.
Quarter for quarter, the operating margin has improved in a full eleven consecutive quarters. The operating margin for 2014 amounted to 6.8 per cent, compared with 5.9 per cent in 2013. With this foundation and the additional improvement opportunities that exist, the target of an operating margin of more than 10 per cent is, for the first time during my time at Nobia, within reach.
The company's financial position remains healthy and the Board proposes a dividend of SEK 1.75 per share to the Annual General Meeting.
Our intention to sell the loss-making French kitchen chain Hygena to the Fournier Group for EUR 20 million was announced in September. Hygena has had a negative impact on Nobia's earnings for a number of years despite extensive measures and investments. Our operating margin will be improved with the sale of Hygena, while we will also be able to fully concentrate on the Group's other operations. Obtaining approval from the French competition authorities took a long time but the divestment of Hygena could be completed at the start of March 2015.
In December, we announced the acquisition of UK kitchen company Rixonway Kitchens, which is a leader in social housing in the UK. This acquisition is part of our strategy to expand to markets and segments that complement our existing operations. Strategically, Rixonway is very well suited to Nobia. Through Rixonway, we can strengthen out position in the UK project market, where we have previously had only a modest presence.
When I started working at Nobia almost five years ago, intensive work was being started to adjust the cost level and accelerate consolidation. Focus was initially directed to internal improvements and efficiency-enhancing measures and also greater co-ordination, particularly in sourcing and production. Since 2009, the number of employees has been reduced by more than 1,500 and five factories have been closed or divested.
Today Nobia is a completely different company – stronger and more consolidated.
TODAY NOBIA IS A COMPLETELY DIFFERENT COM-PANY – STRONGER AND MORE CONSOLIDATED.
Financial statements
Other information
The majority of our total production volumes now follow the Group's common standard dimension. Financial earnings have not only improved but also nonfinancial indicators, for example, delivery reliability to customers. The Group's employees view the company far more as One Nobia. Shareholders have seen that paying dividends has resumed and that Nobia, from 2015, is listed on the stock exchange's Large Cap list, the segment for companies with a market capitalisation of more than EUR 1 billion.
Nobia's strategy remains based on the two Efficiency and Growth platforms. The organisation has been adjusted to a strengthened regional structure, headed by three highly skilled regional EVPs, to more rapidly execute the strategy in practice. The three regions have relatively separate production structures in which additional economies of scale in sourcing and manufacturing can be realised. The regions also possess expert knowledge of the specific markets that will allow our commercial initiatives to be put into operation more quickly.
In recent years, increasingly intense focus has been directed to growth-promoting activities to boost sales, without losing efficiency or control of costs. The growth strategy includes new innovations, digital developments, improved sales processes and service, and growth through acquisitions and partnerships.
I am often asked what the drivers of growth in our industry are. I usually start by saying that sales of infrequently bought commodities, such as kitchens, are heavily influenced by the current economic climate, with some of the key factors being disposable income of households, interest-rate levels and stock-market trends. But trends in the housing market also affect demand for kitchens, particularly the number of property transactions, since it is far more common to invest in a new kitchen when moving home. Accordingly, Nobia's growth initiatives cannot fully offset an economic slowdown. Nonetheless, these initiatives are important for strengthening Nobia's position in the fierce competition in Europe's kitchen market.
This spring, our stores will have new, innovative kitchen solutions that differentiate
our brands from competitors. For customers preferring to shop online, we recently launched an e-commerce platform. HTH in Denmark is the first Nobia brand to offer this service. In the UK and Norway, we are marketing lower specified kitchen ranges under the names of Simply Magnet and Norema Best Price, respectively, to capture growing demand in the lower price segments in these markets.
Our Keittiömaailma (kitchen world) concept stores are being introduced in Isku stores throughout Finland based on our partnership with the Finnish furniture chain Isku. We are continuing to evaluate potential partnerships and acquisitions that can complement our existing structure. An acquisition is, however, usually preceded by a long process in which many elements have to be right for both parties. And for an acquisition to be successful,
the new operations need to be efficiently integrated into the existing structure. At the moment, we are focusing in successfully consolidating Rixonway into Nobia. We are also planning to expand our store network in the next few years, mainly in the UK and the Scandinavian countries.
To summarise, I am looking forward to yet another exciting year. I would like to say many thanks to all employees on their tremendous work. I would also like to take this opportunity to send our best wishes to our former colleagues in Hygena and also welcome Rixonway's employees to Nobia.
Morten Falkenberg President and CEO
Nobia's operations are steered towards three financial targets that aim to generate favourable returns for shareholders and long-term value growth.
The operating margin is to amount to more than 10 per cent over a business cycle. Furthermore, Nobia aims at organic growth that is 2–3 per cent higher than market growth and also growth through acquisitions.
The debt/equity ratio (net debt/shareholders' equity) is not to exceed 100 per cent. A temporary elevation of the debt/equity ratio is acceptable in conjunction with acquisitions.
Dividends to shareholders are on average to comprise 40–60 per cent of net profit after tax. When decisions about the amount of the dividend are made, the company's capital structure is to be taken into consideration.
10% <100% 40-60%
The operating margin excluding restructuring costs continued to perform positively in 2014 and amounted to 6.8 per cent.
*) excluding restructuring costs
Earnings per share excluding restructuring costs Earnings/loss per share including restructuring costs
Financial statements
Other information
Net sales Nobia's sales are impacted by demand in European kitchen markets and in recent years, the overall market trend has been relatively weak. Average annual growth in sales since 2009 has amounted to negative 4 per cent. Sales growth specified by organic growth and growth through acquisitions, divestments and exchange-rate fluctuations is shown in the table. Nobia endeavours to achieve a positive income trend through both organic growth initiatives and through partnerships and acquisitions. Read more about the strategy on pages 8–9.
Operating profit Nobia's profitability has improved every year since 2009 and for 2014, operating profit excluding restructuring costs amounted to SEK 845 million. The improved earnings in 2014 were primarily the result of higher sales values and lower prices of materials, which offset lower sales volumes. The Group's gross margin also strengthened and for 2014, amounted to 41.8 per cent, the highest ever in the company's history.
Financial position Nobia has a solid financial position. Borrowing has continued to decline for several years and at year-end, net debt amounted to SEK 1,206 million, of which SEK 869 million pertained to pension liabilities. Operating cash flow strengthening during 2014, mainly due to higher earnings generation compared with the preceding year. The debt/equity ratio was marginally affected by company transactions during the year and on 31 December 2014 amounted to 38 per cent, compared with 37 per cent at the end of 2013.
Dividends to shareholders The Board proposes a dividend of SEK 1.75 per share for the 2014 fiscal year to the Annual General Meeting, entailing a total share dividend of approximately SEK 293 million. The dividend in 2013 amounted to SEK 1.00 per share, corresponding to 48 per cent of net profit after tax. For 2012, the dividend amounted to SEK 0.50 per share. No dividend was paid for 2008-2011.
| 2010 | 2011 | 2012 | 2013 | 2014 | |
|---|---|---|---|---|---|
| Organic change | 0 | –2 | –5 | 0 | 0 |
| Acquisition, divestments and currency |
–9 | –5 | 0 | –5 | 5 |
| Total growth | –9 | –7 | –6 | –5 | 5 |
| Average annual growth * | –4 | –5 | –5 | –5 | –4 |
* Based on the base year of 2009.
| 2010 2011 2012 2013 UK 6.3 5.0 4.5 6.0 Nordic 6.5 8.8 10.5 12.6 Continental Europe –0.9 –2.1 –0.3 –1.7 |
Group total | 3.7 | 3.9 | 4.6 | 5.9 | 6.8 |
|---|---|---|---|---|---|---|
| –0.4 | ||||||
| 12.8 | ||||||
| 7.4 | ||||||
| 2014 |
| 2010 | 2011 | 2012 | 2013 2014 | ||
|---|---|---|---|---|---|
| Net debt, SEK m | 1,510 | 1,586 | 1,707 | 1,176 | 1,206 |
| Operating cash flow, SEK m | 641 | 9 | 237 | 601 | 779 |
| Equity/assets ratio, % | 41 | 42 | 37 | 44 | 41 |
| Debt/equity ratio, % | 44 | 45 | 64 | 37 | 38 |
| 2010 | 2011 | 2012 | 2013 | 2014 | |
|---|---|---|---|---|---|
| Earnings/loss per share, SEK | –0.53 | 0.42 | –3.27 | 2.10 | –0.17 |
| Dividend per share, SEK | 0 | 0 | 0.50 | 1.00 | 1.75* |
| * Dividend as a per cent of | |||||
| net profit after tax | n/a | n/a | n/a | 48 | n/a |
* Board proposal
Return on capital employed Return on shareholders' equity
Dividend per share
* Board proposal
Debt/equity ratio
The debt/equity ratio remained low as a result of a strong cash flow amounting to 38 per cent at year-end.
Nobia generates profitable growth through efficiency enhancements in all parts of the operations and through both central and local initiative to increase sales. Nobia aims at organic growth that is 2-3 per cent higher than market growth and also growth through acquisitions.
Nobia's long-term strategy is to create synergies by introducing a uniform standard and a partially Group-wide range, efficient production and co-ordinated sourcing. In parallel with these efficiency enhancements, increasing importance is attached to growth-promoting initiatives that include central efforts to generate organic growth by making use of innovation, digital solutions and improved sales processes, and a higher number of stores and complementary acquisitions in closely-related markets and segments.
The strategy is implemented in the regions where sourcing and production can be co-ordinated and commercial activities can be harmonised.
Most of the kitchens that Nobia manufactures follow a common standard dimension and in most markets the company has a Group-wide core range. The transition to the Group's common standard dimension for the Finnish operations and the
The strategy for profitable growth is based on the Group's strengths in the form of an optimised production structure, a harmonised range, product development that strengthens brands and a highly developed distribution and long-term relationships with customers and partners. The strategy is implemented in the regions and contains both Group-wide and more local initiatives for efficiency and growth.
2014 Annual Report The year and operations Board of Directors' Report
Financial statements
Other information
Magnet brand in the UK will be completed in 2015. The harmonised range will enable synergies in sourcing and production. The number of product items is planned to be further reduced without hampering the ability of the various brands to differentiate themselves.
Nobia strives to continuously enhance the efficiency of the manufacturing processes and in recent years, the Group's production systems have been partly restructured. Manufacturing has been concentrated to fewer plants, which has led to five factories being either closed or divested since 2009. The aim of restructuring is to achieve a balance between larger scale, transport efficiency and lead-time demands and the target is a production structure with fewer, brand-independent production units. More large-scale manufacturing enables more efficient use of fixed costs and continued investment in first-rate equipment.
Nobia develops innovative kitchen products to differentiate its offering in the kitchen market. The development process focuses on being first to market with solutions that strengthen the Group's brands and generate additional sales. Innovation work and the new solutions are described in more detail on pages 10-11.
Digital solutions are a key component of the growth strategy since kitchen consumers today conduct an increasing amount of their purchasing online. Nobia's digital vision is to create the best possible experience online to make the kitchen purchase process simpler for customers. Most of the Nobia Group's websites have been relaunched over the past two years with an appealing design, new functions and greater content. The new websites have resulted in a higher conversion rate, meaning that the percentage of visitors who then make a purchase has increased for these brands.
Additional websites and e-commerce solutions are being developed. At the same time, knowledge exchanges are being increased within the Group and optimal sales processes and service concepts are being introduced to sales to provide customers added value.
Utilising its kitchen expertise and innovative products, Nobia can create a fantastic and functional kitchen in a small space. This is the message of the spring 2015 "Space for the great things in life in a small kitchen" campaign. The kitchen in the picture was built in the Pater Noster lighthouse and is marketed for the Marbodal, Sigdal and Petra brands.
In addition to the central priorities described above, local initiatives are being made to increase sales and improve profitability. Such initiatives can result in tailored offers and specific campaigns. For example, in 2014 Magnet launched a new kitchen series entitled Simply Magnet to meet increasing demand in the UK in the lower price segments. Another example is Norema that launched a separate, attractively priced range for flat-pack kitchens entitled Norema Best Price in 2014.
Over the next few years, Nobia is also planning to increase the number of stores, mainly in the UK but also in the Nordic countries. A total of about 20 stores are planned and this expansion will take place in line with access to suitable store premises.
Ever since the company was founded, Nobia has endeavoured to consolidate the fragmented European kitchen market and maintains its ambition of growing through acquisitions. The acquisition targets profitable companies operating in attractive markets and with strong brands and sales channels. The plan is to expand to segments and markets that complement Nobia's current structure. The acquisition of Rixonway Kitchens is very much in line with this strategy.
Nobia also continuously evaluates new partnerships in kitchen distribution. For example, a partnership was developed with the Finnish furniture chain Isku. through which Nobia's franchise concept Keittiömaailma (kitchen world) is being introduced in Isku stores throughout Finland.
Nobia's brands are key assets each with different market positions, which are clarified through separate communication. Nobia's brands are differentiated from the competition in the kitchen market by using consumer-driven product development.
Nobia's brand portfolio comprises strong core brands in the mid-price segment, tactical brands for specific sales channels or with development potential and a couple of international brands in the luxury segment. The Group's core brands hold leading positions in their respective markets and enjoy high recognision and attractiveness.
Nobia is working to clarify the brands' market positioning and differentiate them in terms of range and target group, while enabling synergies in the form of joint processes. The brand strategy is based on a segmentation of the kitchen market by consumer attitudes and needs, that is, factors associated with lifestyle, values and personality. Nobia has identified two main segments in Europe's kitchen market, with segmentation based on comprehensive consumer analyses and market research.
The brands' websites are central communication channels since consumers today conduct an increasing amount of their purchasing online. Nobia's focuses on developing websites and digital solutions that make it easier and more enjoyable to visualise, plan and budget for various kitchen solutions and that improve communication between the customer and sales staff. Furthermore, e-commerce was introduced at the start of 2015 for HTH in Denmark and over the next few years, additional brands will launch e-commerce solutions for both consumers and professional customers.
The kitchen industry has generally not been as good as certain other industries at developing new products. Nobia strives to take the innovation lead in the kitchen industry by continuously presenting new kitchen solutions. New innovations serve as incitements, encourage consumers to renew or update their existing kitchen fittings and meet new needs. Ultimately, new solutions can also generate higher sales of other kitchen products.
Product development at Nobia focuses on being first to market with new products and solutions that differentiate the Group's brands. In 2014, a central innovation function was established and a multiyear development plan was launched for product launches over the next few years.
The innovation teams bases its work on designing new products and solutions on extensive consumer insight, market trend and the broadest definition of kitchen development opportunities. New concepts and solutions are designed primarily for the main segments that Nobia has identified and prototypes are developed during the process that are tested on consumers. A detailed business plan that addresses everything from manufacturing to purchasing issues to the expected business value of the product is prepared before an innovation is put into production.
Magnet HTH Marbodal A la Carte Sigdal ewe
Gower
FM Intuo
Invita Goldreif Petra Norema Rixonway Kitchens
Interior Solutions HTH Gør det selv
Poggenpohl uno form
2014 Annual Report The year and operations Board of Directors' Report Financial statements Other information
The sharp increase in migration to cities in recent decades means that more and more people have to limit their living space. This trend creates a need for smart solutions that help urban consumers to get as much out of their kitchen space as possible. Nobia's Worktop Extender is a space-efficient and flexible solution for a small kitchen that provides extra work space and is easy to hide under a worktop when it is not needed.
Nobia's Folding Table is another example of a space-efficient solution for a small kitchen. The table is attached to the wall and can be easily folded down in a single movement, and can be hidden using smart storage when floor space is needed for another use. Folding Table provides plenty of space for a quick breakfast with crockery close at hand, or a dinner with friends.
Interest in home decorating and design is continuously increasing and just as for the rest of the home the kitchen is becoming more and more a reflection of the owner's personality. Nobia's On Display products allow consumers to put their own personal stamp on their kitchen, while maximising storage. The products allow designer items or beautiful food to be seen, with more everyday items hidden away in practical storage spaces.
With smaller and smaller living space, consumers are making greater demands on efficient storage and organisation in the kitchen. Storage should be both adapted to different needs and allow consumers to express their personal style. Nobia's flexible storage system, Wall System, makes it possible to efficiently organise kitchen utensils, food and other items with a personal touch. Wall System also frees up work space, while allowing consumers to quickly access their favourite items.
Kitchen demand is impacted by such factors as general economic conditions, consumer confidence, disposable income, the property market trend and the construction of new housing. Interest in renovation and interior decorating also affects the kitchen market.
The estimated value of the European market for kitchen products1) is about EUR 11.5 billion. The four single largest European markets are Germany, the UK, Italy and France, which jointly account for 73 per cent of kitchen production and 66 per cent of kitchen consumption. Overall, Europe net exports kitchens and the main exporting country is Germany, followed by Italy and Denmark.
Total kitchen consumption in Nobia's main markets – the UK, Sweden, Norway, Denmark, Finland, Austria and Germany – is estimated to be about EUR 6.6 billion. Of these markets, the UK accounts for slightly more than 14 per cent of Europe's total kitchen consumption. The markets in Sweden, Norway, Denmark, Finland and Austria are estimated to jointly account for about 15 per cent of the European kitchen market. Of these countries, Sweden and Austria are the largest kitchen markets in terms of sales,
while Finland is the smallest market. Germany, where Nobia is a minor player, is deemed to account for approximately 25 per cent of Europe's kitchen market.
Following a double-digit decline in the economic downturn of 2009, the market stabilised in 2010 and has since declined at a more moderate pace. Both kitchen production and consumption in Europe have fallen, both in terms of volume and value.
The European kitchen market remains very local and, in many countries, fragmented. However, there is a slow move towards greater consolidation. Most of the 40 largest players, which together account for more than 75 per cent of the total kitchen production in Europe, have increased their market shares over the past four years.
The European kitchen market is gener-
ally characterised by intense competition. Like Nobia, many kitchen companies have a complete value chain ranging from inbound logistics and production to consumer sales and various types of professional customers. Due to the competitive situation described above and the weak market performance, the kitchen industry has been characterised by comparatively low profitability in recent years.
Nobia's competitors include small, local players as well as major kitchen producers and established furniture companies. Nobia is considered one of two companies with a market share of more than 10 per cent of the European kitchen market. About ten kitchen suppliers are considered to have market shares more than a couple of per cent, while the five largest players – Nobia, IKEA, Nobilia, Howdens Joinery and Alno – jointly account for about 40 per cent of the market.
1) Source: Centre for Industrial Studies (CSIL) 2014. Values based on producer prices.
| Howdens, B&Q, Wren, IKEA |
|---|
| IKEA, Ballingslöv, Vedum, Kvik |
| IKEA, Kvik, Drømmekjøkkenet, Strai |
| IKEA, Kvik, Svane, Vordingborg Køkkenet |
| IKEA, Puustelli, Topi Keittiöt |
| DAN Küchen, Nobilia, Häcker, Schüller |
| The year and operations | |
|---|---|
| Board of Directors' Report | |
| Financial statements | |
| Other information |
A long-term trend indicating growth in the European kitchen market is that the number of households in Europe is expected to increase. Kitchens are also a lifestyle product that is gaining increasing significance in European homes.
New kitchens are assembled during either construction or renovation. The new-build sector is cyclical, while the renovation sector is less sensitive to economic fluctuations.
On average, European consumers purchase new kitchens every 15-20 years and mainly in conjunction with moving to a new home. When renovating a kitchen, in addition to the actual products, customers also have to pay labour costs for installation, plumbing and flooring. Tax deductions for home improvements in some countries encourage consumers to renovate and perform maintenance on their homes and are therefore deemed to have a positive impact on the kitchen renovation market.
For households, buying a kitchen is a comparatively complex and major investment in which design and function play key roles. A kitchen comprises a large number of products, such as cabinet frames, drawers, cabinet doors, worktops, appliances, mixer taps and sinks, and details such as knobs, handles, cabinet fittings and lighting. In addition, kitchen specialists offer their customers services such as kitchen planning assistance, as well as delivery and installation. The development of new functionality and design, for both kitchen solutions and for white goods and other household appliances, encourages consumers to renew their existing kitchen fittings.
In the Nordic region and the UK, kitchens are considered building accessories and included in the sale of an apartment or a house, while a home in Central Europe is usually sold without kitchen fittings and appliances. The project market in Central Europe is therefore less extensive.
– du får det lidt bedre
Nobia is the leading European kitchen specialist with strong, local brands in the mid-price segment. Few players in the European market can match Nobia's size or boast similar opportunities to capitalise on synergy effects. In the UK, Nobia is overall one of the largest players. In the Nordic region, Nobia has a strong position, particularly in the professionals segments whose customers are construction customers. Nobia is also one of the leading kitchen suppliers in Austria and also caters to consumers in the luxury segment worldwide through the Poggenpohl and uno form brands.
All of the figures in the business overview are after adjustments for Hygena and transactions attributable to Hygena's operations. Rixonway Kitchens was consolidated on 1 November 2014 and thus two months of its net sales and operating profit are included. Net sales for the regions do not include sales to other regions. Operating profit is presented excluding restructuring costs. In addition to the regions' operating profit, the Group's operating profit includes operating profit from Group-wide items and eliminations. The Group's employees include employees in the Parent Company.
TOTAL
Other information
| Production units | Own stores | Operational description | Sales channels |
|---|---|---|---|
| 6 | 68 | In Sweden, Nobia sells kitchens under the Marbodal, HTH and uno form brands, and in Norway under the Sigdal, Norema, HTH, Marbodal and uno form brands. In Denmark, Nobia operates under the HTH, Invita and uno form brands. The manufacturing of worktops through the Implast operation is also included in Nobia Denmark. In Finland, Nobia sells kitchens under the A la Carte and Petra brands. |
69% 14% 13% 4% Kitchen specialists* Construction companies Builders' merchants/DIY chains Other retailers |
| 4 | 208 | The UK region includes the Magnet, Gower, Interior Solutions and Rixonway Kitchens operations. Nobia in the UK is also manufacturing kitchens for the French brand Hygena for a transition period. Magnet is a retail chain that caters for consumers and builders and local construction companies, while Gower and Interior Solutions supplies kitchens to UK DIY chains and the building materials trade. Rixonway Kitchens delivers kitchen primarily to the project market for social housing. |
30% 32% 32% 6% Kitchen specialist Trade Kitchen specialist Retail Builders' merchants/DIY chains Project |
| 3 | 35 | The Central Europe region comprises two business units since the divestment of Hygena. Ewe/FM manufactures kitchens that are mainly sold to furniture chains and independent kitchen specialists in Austria. Poggenpohl manufactures kitchens in Germany that are distributed to both consumers and professional customers in Europe, the US and Asia. |
29% 30% 30% 10% 1% Kitchen specialists* Independent kitchen specialists Furniture stores Construction companies Builders' merchants/DIY chains |
| 13 | 311 |
* Own stores and franchise.
• Net sales rose organically 2 per cent (neg: 2) to SEK 5,215 million (5,028).
HTH Athena Koksgrå
| Key figures | |||
|---|---|---|---|
| 2013 | 2014 | Change, % | |
| Net sales, SEK m | 5,028 | 5,215 | 4 |
| Gross profit excluding restructuring costs, SEK m | 2,048 | 2,112 | 3 |
| Gross margin excluding restructuring costs, % | 40.7 | 40.5 | – |
| Operating profit excluding restructuring costs, SEK m | 633 | 666 | 5 |
| Operating margin excluding restructuring costs, % | 12.6 | 12.8 | – |
| Operating profit, SEK m | 633 | 660 | 4 |
| Operating margin, % | 12.6 | 12.7 | – |
| Operating capital, SEK m | 695 | 704 | 1 |
| Return on operating capital, % | 91 | 94 | – |
| Investments, SEK m | 89 | 133 | 49 |
| Average number of employees | 2,685 | 2,640 | –1 |
| Number of employees at year-end | 2,616 | 2,569 | –2 |
AND POSITION
In the Nordic market, there are a large number of local, and some regional, kitchen companies and in the consumer market one significant player in the form of furniture company IKEA. The Nordic market also has a relatively large share of project sales, with customers comprising construction companies and prefab home manufacturers that sell kitchens to end-consumers in connection with sales of apartments. Lead-times from construction start to kitchen delivery are an average of eight to ten months.
In 2014, the Nordic market remained unchanged compared with the year-earlier period. The weak performance of the markets in Finland and Norway was offset by growth in the Swedish market.
Nobia is a leading kitchen supplier in the Nordic market and operates in both the consumer sales and professional segments. Sales are conducted both through own stores and through stores operated by franchisees or retailers. Distribution varies between brands, for example, Norwegian brand Norema is sold through own stores, while fellow Norwegian brand Sigdal is sold through franchise stores, and Swedish brand Marbodal is sold mainly through a retailer organisation. In Finland, Nobia does not have its own stores.
HTH offers complete kitchen solutions to both consumers and professional customers. HTH kitchens are mainly delivered rigid, but can also be supplied in flatpacks under the HTH Gør det selv (DIY) brand. Sales are conducted in some 110 stores throughout Denmark, Sweden and Norway, more than half of which are franchise stores.
Invita mainly operates in Denmark and sells rigid kitchens with a high design content.
uno form is mainly sold in Scandinavia and offers exclusive and expertly handcrafted kitchens with a timeless design.
Marbodal is sold in Sweden and Norway, and offers complete kitchens to consumers and professional customers. The Swedish brand Myresjökök was merged with Marbodal in 2014.
Sigdal operates in Norway and offers rigid kitchens to consumers and professional customers via franchise stores and specialised kitchens stores.
Norema operates in Norway and sells rigid kitchens to consumers and professional customers. A limited range of flatpack kitchens has also been produced for consumers.
A la Carte offers rigid kitchen solutions in the upper mid-price segment that are primarily sold via Nobia's Finnish franchise chain Keittiömaailma (Kitchen world).
Petra is sold in Finland to customers in the project market and to consumers via the building materials trade and the Keittiömaailma franchise chain.
Two stores were opened during the year and five stores were closed.
| Denmark | 43 |
|---|---|
| Norway | 14 |
| Sweden | 11 |
| Key figures | |||
|---|---|---|---|
| 2013 | 2014 | Change, % | |
| Net sales, SEK m | 4,140 | 4,702 | 14 |
| Gross profit excluding restructuring costs, SEK m | 1,652 | 1,922 | 16 |
| Gross margin excluding restructuring costs, % | 39.9 | 40.9 | – |
| Operating profit excluding restructuring costs, SEK m | 247 | 348 | 41 |
| Operating margin excluding restructuring costs, % | 6.0 | 7.4 | – |
| Operating profit, SEK m | 247 | 265 | 7 |
| Operating margin, % | 6.0 | 5.6 | – |
| Operating capital, SEK m | 699 | 749 | 7 |
| Return on operating capital, % | 33 | 37 | – |
| Investments, SEK m | 59 | 86 | 46 |
| Average number of employees | 2,256 | 2,365 | 4 |
| Number of employees at year-end | 2,266 | 2,755 | 22 |
| The year and operations |
|---|
| Board of Directors' Report |
| Financial statements |
| Other information |
AND POSITION
The UK kitchen market mainly consists of kitchen specialists and kitchen suppliers that cater for local builders and DIY chains. There is also a market for major new builds and renovation.
Demand in the UK kitchen market continued to grow in 2014, yet remains significantly lower than the level before the sharp market downturn between 2008 and 2012. Growth for the year was attributable to the lower price segments in the UK kitchen market.
Overall, Nobia is a leading player in the UK kitchen market with broad channel presence. Magnet is a leading kitchen specialist with a nationwide store network. Most of the stores are mixed stores, which means that they are targeted to both consumers and builders. However, some of Magnet's stores are specialised in either consumers or builders. Furthermore, Nobia has a B2B offering that is directed to the UK DIY chains and the building materials trade via the Gower and Interior Solutions operations. In addition, Nobia sells kitchen solutions to the UK project market, mainly through Rixonway Kitchens which holds a strong position in kitchen products for social housing.
Magnet is a nationwide kitchen chain with more than 200 specialised stores that through Magnet Retail targets consumers and through Magnet Trade caters for builders and local construction companies. Magnet's kitchen solutions are in the mid-price segment and are usually delivered as complete and rigid kitchens with comprehensive service content. In 2014, the consumer offering was supplemented with a limited range of kitchens, ready to assemble. Certain kitchen products are kept in stock for builders and local construction companies, and Magnet Trade stores also offer a range of joinery products and windows.
manufacture flat-pack kitchens to retailers operating in the UK building materials trade, including DIY chains. In addition to the kitchen products, the offering to retailers includes category management, which means assistance with in-store kitchen displays, advertising and training for personnel.
Rixonway Kitchens is an established kitchen supplier in the UK project market, and a leader in the social housing segment. The kitchens are in the economy segment and are primarily sold directly to construction companies and purchasing organisations, but also to about 150 builders' merchant stores and through four own stores.
208
Eight stores were opened during the year and twelve closed. Four stores were added with the acquisition of Rixonway Kitchens.
• Net sales declined organically 5 per cent (neg: 5) to SEK 2,591 million (2,695).
ewe Vida
1) Net sales adjusted for Hygena amounted to SEK 1,493 million.
2) Operating profit adjusted for Hygena amounted to SEK 117 million.
| 2013 | 2014 | Change, % | |
|---|---|---|---|
| Net sales, SEK m | 2,695 | 2,5911) | –4 |
| Gross profit excluding restructuring costs, SEK m | 1,105 | 1,123 | 2 |
| Gross margin excluding restructuring costs, % | 41.0 | 43.3 | – |
| Operating loss excluding restructuring costs, SEK m | –47 | –112) | –77 |
| Operating margin excluding restructuring costs, % | –1.7 | –0.4 | – |
| Operating loss, SEK m | –83 | –19 | 77 |
| Operating margin, % | –3.1 | –0.7 | – |
| Operating capital, SEK m | 543 | 578 | 6 |
| Return on operating capital, % | –17 | –3 | – |
| Investments, SEK m | 96 | 85 | –12 |
| Average number of employees | 1,701 | 1,575 | –7 |
| Number of employees at year-end | 1,613 | 1,546 | –4 |
AND POSITION
Until the divestment of the French kitchen chain Hygena on 2 March 2015, Nobia primarily operated in France, Austria and Germany in this region (formerly called Continental Europe region).
Demand on Nobia's main markets in the region weakened in 2014. France in particular reported low market activity, although the kitchen market in Austria also weakened in the second half of the year.
Following the divestment of Hygena, Nobia's main markets in the region are Austria and Germany. These kitchen markets primarily comprise kitchen specialists and furniture stores. In Germany, there are several large kitchen manufacturers that have well-established distribution to closely related markets.
Nobia has a very small share of the total kitchen market in Central Europe. However, Nobia is one of the leading kitchen suppliers in Austria, with sales primarily to furniture chains and independent kitchen specialists. In Germany, Nobia is a relatively minor player, although Poggenpohl in Germany is a strong brand in the global luxury market.
ewe is a kitchen brand in Austria that represents modern design in the upper midprice segment. The rigid kitchen solutions are mainly sold through furniture chains and independent kitchen specialists.
FM offers rigid kitchens with traditional design and a high degree of functionality, such as solid-wood doors and heightadjustable cabinets. Sales are mainly conducted through furniture chains and independent kitchen specialists in Austria.
Intuo offers kitchen solutions for the quality-conscious consumer in the upper mid-price segment and is sold through retailers in Austria.
Poggenpohl is one of the few internationally well-known kitchen brands. Complete and exclusive Poggenpohl kitchens are sold through 35 own stores and a large number of retailers to consumers in Europe, the US and Asia. Kitchen solutions from Poggenpohl are also distributed to professional project customers all over the world.
Goldreif offers rigid kitchen solutions in the upper mid-price segment. The products are manufactured in Austria and sold through Poggenpohl's store network.
One store was closed during the year. The number of stores declined by 125 due to the divestment of Hygena.
| Germany | 7 |
|---|---|
| Austria | 1 |
| Other countries | 27 |
Nobia has a fundamental responsibility to maintain and develop a sustainable business throughout the value chain. Sustainability initiatives are based on the Group's economic, environmental and social impact. Key figures and focus areas are defined at Group level, with work on social environmental and ethical issues integrated into all units and functions.
2. Sourcing
A large part of Nobia's total offering comprises purchases goods and components. Suppliers are inspected and
Nobia's products are to meet applicable environmental aspects. A fundamental strength is that products mainly consist of wood, which is a renewable resource. In addition, 18 different coloured kitchen series are eco-labelled.
Environmental issues are evaluated in the process of designing new products. In choosing materials, Nobia endeavours to avoid unnecessary environmental impact during the lifetime of the product.
Nobia's sales to consumers are conducted through own and franchise stores and through retailers. Products are also sold to professional customers. Business methods always comply with generally accepted business practice.
Nobia's products are distributed to customer by truck. Optimising freight loads is a key element of the work on ensuring high cost efficiency and reducing emissions of greenhouse gases.
Nobia's kitchen manufacturing, surface treatment and installation impact the local environment at the production facilities. However, the overall environmental impact of the manufacturing process is relatively small.
The impact of the operations varies over the value chain. Activities depending on the type and scope of the impact are initiated to reduce negative consequences and thereby responsibly develop a sustainable business. For example, environmentally conscious decisions are made about choices of materials, suppliers are audited and activities initiated to reduce carbon emissions from production and transportation.
Nobia has a long tradition of working on local environmental issues. The company is governed by laws and regulations for Swedish limited liability companies listed on Nasdaq Stockholm and has operations in Europe that are also subject to European laws and rules. In recent years, advances have been made toward a more unified Nobia in all functions and operations in the Group. As part of these developments, the reporting of sustainability issues has improved.
Nobia has prepared a Sustainability Report based on GRI since 2012. The Sustainability Report applies the Global Reporting Initiative's G3 Guidelines and is a Level C self-assessment. The report has not been subject to review or audit by an external party.
Environmental data, measurements and key figures are collected from all of Nobia Group's production units at least once per year, and Group management receives reports on trends in these indicators twice a year. However, environmental data from the supplier chain is not reported.
The year and operations Board of Directors' Report Financial statements
Other information
Nobia's product development, manufacturing, sales and distribution are mainly conducted in Europe. Most of the company's activities are therefore conducted in countries where people have generally made progress in the areas of business ethics, human rights and labour conditions. Nobia's employees and partners are expected to observe the principles described in the company's Code of Conduct in their daily activities.
Processes have become more aligned and shared in pace with the consolidation of Nobia. A central policy that all employees and partners are expected to follow is Nobia's Code of Conduct. The Code of Conduct is available on the Group's intranet, translated into seven languages, and on Nobia's website.
To ensure compliance with the Code of Conduct, an anonymous communication channel has been established for employees who want to report suspected breaches of the Code. Nine incidents were reported through this communication channel and subsequently handled in 2014.
Nobia also has other policies for specific areas of sustainability, such as an operating purchasing procedure and a forest policy for wood suppliers.
As part of the development towards a unified Nobia, employee performance evaluations are held in which individual goals and development plans are produced. The process commenced with salaried employees, and was established for employees in production and logistics in 2014.
For employees in production and logistics, a programme for operational and employee development named Nobia Production and Logistic System was introduced. The programme is based on the employee and leadership and contains guidelines and lean tools. The aim is to strengthen, engage and motivate employees to improve processes and reduce the risk of accidents in the operations.
Many of the Group's units also offer internal skills development so that employees can learn about products, sales, design and drawing systems. These courses are managed by the Training Academies of each brand. The focus in 2014 was directed to developing local sales schools and offering employees sales, product and leadership training via e-learning.
Nobia works according to a vision of zero accidents in the workplace and work-related injuries. Preventive measures are taken to minimise the risk of accidents, injuries and sickness absence. Workplaces are inspected on a regular basis to ensure a safe work environment and that the necessary equipment is in place. The number of workplace-related accidents during the year was 101 (80).
Nobia's employee survey, MyVoice, was launched in 2013 in the Scandinavia part of the Group and in central Group functions. The survey was carried out in the entire Group in 2014. The results will form a basis for continuous improvements in the working climate, responsible business conduct, leadership, teamwork, customer value, efficiency, motivation and performance management.
Wherever possible, Nobia tries to apply internal recruitment and internal promotion. The identification and development of internal talent is key to the Group's continued success. The Group has a centrally controlled talent-management process, where some 400 individuals have been assessed with the objective of identifying leadership potential, development requirements and future succession solutions.
A Group-wide programme, the Nobia Leadership Acceleration Programme, was conducted during the year. One feature of this programme was that Group management selected a number of real-life challenges faced by Nobia and that formed the basis of project work. Also, more than 80 managers at Nobia were offered training in such fields as project management and change management.
Nobia's overall environmental impact is relatively minor, in terms of both products and manufacturing processes. Nevertheless, the company strives to reduce its environmental impact by restricting the use of hazardous chemicals, conserving resources, introducing more efficient heating systems and optimising transportation.
Nobia's environmental impact primarily arises from manufacturing, surface treatment, installation and kitchen transportation. Focus areas for environmental activities, to which selected indicators are linked, have been defined at Group-level, although the activities are integrated with the operations of each business unit. Nobia also endeavours to ensure that the products it sells meet the needs of customers as well as complying with all applicable environmental aspects.
The Nobia Group's products are manufactured at 13 plants in seven countries, and all facilities meet the environmental requirements that apply in each country. Nobia's activities that are subject to a permit in Sweden are described in more detail in the Financial overview on page 30. All production facilities, except for one plant in Norway, hold ISO 14001 environmental management systems certification, which entails an annual review of environmental impact, the establishment of new targets and development of specific action plans.
Environmental activities at Nobia are delegated and integrated into the operations of each business and production unit. Targets, direction and priorities are determined at Group level. The units then translate these into their own environmental targets and activities based on the Group-wide directives.
A number of areas were identified at Group level as priority focus areas for environmental activities:
Greenhouse-gas emissions are mainly caused by heating and cooling buildings, and electricity use in manufacturing. To reduce both costs and environmental impact, Nobia strives to continuously introduce modern systems for cooling, heat recovery and ventilation.
Greenhouse-gas emissions also arise through the transportation of raw materials and kitchen products, and through employee business travel. About 5 per cent (5) of Nobia's total expenses are attributable to transportation, making this a key focus for resource optimisation. Surveys and analyses of transport flows are implemented in close collaboration with logistics companies but also with the assistance of external experts, to identify economic and environmental benefits. Freight load optimisation can help reduce both costs and emissions of green-house gases. Another focus area is high-quality and delivery reliability, since error-free deliveries are positive both for environmental reasons and for Nobia's customers. Compared with previous years, average delivery reliability was the highest ever in 2014.
Nobia's CO2 emissions per produced cabinet declined 6 per cent in 2014. CO2 emissions per cabinet reduced mainly due to activities to cut emissions that resulted in, for example, fewer days requiring heating, but also due to warmer weather.
New targets for energy consumption and transportation for 2015 were adopted to reduce costs and carbon emissions.
Electricity and electricity consumption is another prioritised area in Nobia's environmental initiatives. Electricity and energy are used mainly to operate production equipment, ventilation, fans, lighting, and to heat and cool buildings. Costs for electricity and energy account for less than 1 per cent (1) of Nobia's total expenses. Efforts to reduce electricity and energy consumption include training and involving employees in conserving resources. Other measures include replacing old equipment with energy-efficient alternatives and equipping fans with frequency converters and heat recovery units.
Wood and wood products in the form of chipboard and MDF are main components in Nobia's products. During the year, the amount of wood, chipboard and MDF
Greenhouse-gas emissions, transportation, thousands of tonnes CO2
Ansvarstagande 2014 Annual Report The year and operations Board of Directors' Report Financial statements Other information
amounted to some 184 thousands of tonnes (182). Nobia endeavours to increase the proportion of wood materials certified by the Forest Stewardship Council (FSC), which amounted to 37 per cent (37) in 2014.
Nobia's suppliers of wood and wood products are mainly based in Europe, but also in Asia. All wood suppliers are informed about the Group's sustainable forest management policy and must sign a timber declaration containing requirements relating to: compliance with forest legislation, known origin and details of source, and not illegally harvested timber, not wood from intact natural forests or high conservation value forest, not forest materials from protected areas, not timber from plantations in tropical and sub-tropical regions and not wood from tropical trees except those certified by the Forest Stewardship Council (FSC).
The reduction of solvents is a key issue in Nobia's environmental work. Solvents are mainly used in surface treatment, and when cleaning painting facilities. Initiatives to reduce the use of solvents include replacing them with water-based and UV-tempered surface coatings and reducing the number of changeovers in production equipment, which reduces the amount of cleaning required and raises productivity. In 2014, the percentage of water-based and UV-tempered surface coatings totalled about 51 per cent (58).
Timber pallets, corrugated board, shrinkwrap and plastic tape are the main components of the packaging materials used by Nobia. About 84 per cent (82) of this
packaging materials is recyclable. A certain amount of waste is produced from the manufacture of products, primarily in the form of timber pallets, and plastic packaging and corrugated board from materials received. This waste is sent for recycling or combustion. Other types of waste include paint, oil and residue from cleaning, which are sorted for combustion or for landfill. During the year, wood waste amounted to about 21 thousands of tonnes (20). The amount of waste excluding wood waste was about 8 thousands of tonnes (7), of which some 58 per cent (49) went to external recycling, about 34 per cent (44) to landfill or incineration and about 8 per cent (8) comprised hazardous waste.
Eco-labelled products. Several of Nobia's Nordic brands and products carry the Nordic Ecolabel. Many doors and cabinets in the Marbodal, Norema and Sigdal ranges are inspected and certified according to the Nordic Ecolabel scheme and contain a minimum amount of hazardous chemicals. The assessment is based on a lifecycle analysis, in which the environmental impact of each product group is evaluated according to certain criteria, including energy consumption, water consumption, chemicals and waste.
■ FSC-labelled wood and wood products
Emissions of solvents, tonnes
Nobia's most important stakeholders are employees, customers, partners, suppliers and shareholders. Through responsible business, Nobia creates value for its stakeholders.
Employees At the end of 2014, Nobia had 6,925 (6,544) employees in 13 countries. Employment terms comply with national laws, regulations and collective agreements and are in line with Nobia's remuneration policy. In 2014, payroll expenses amounted to SEK 2,385 million (2,240).
Partners Nobia has a large network of franchisees and retailers that conduct their business activities using Nobia's concepts and products.
Suppliers Nobia's purchasing function manages a total of about 825 suppliers, of which most are based in Europe and about 5 per cent (5) are in Asia. In 2014, the share of purchasing from low-cost countries was 15 per cent (14).
Shareholders Capital from shareholders finances the capital base, which is used to create value. In return, shareholders are entitled to returns and dividends. In 2014, dividends totalling approximately SEK 167 million were paid for the 2013 fiscal year.
Society Nobia contributes to economic development in the local communities in which the company operates. In 2014, Nobia paid income tax in various countries totalling SEK 194 million (159).
Nobia generates economic value for its stakeholders. Employees share this value through their salaries and other benefits, suppliers are paid for the purchases they make, customers receive high-quality kitchen products, countries and municipalities receive tax revenue, and shareholders receive dividends and returns on their shares. Some of the generated value also remains within the company and is used for investment and the development of new products. In 2014, Nobia's total value added, or net sales less costs for materials and services, amounted to SEK 3,963 million (3,713).
A large part of Nobia's total offering comprises purchases goods and components. Suppliers are inspected and assessed in accordance with the Group's guidelines for environmental, health and safety conditions, and social and ethical issues. All suppliers must comply with laws and requirements, the UN Declaration of Human Rights and Nobia's Code of Conduct.
Supplier-assessment responsibility lies with the Group's sourcing function and the results are followed up with each supplier. The assessment process aims to develop Nobia's suppliers and answer questions about quality and environmental management systems, products, social and ethical issues, and health and safety conditions. An assessment template with an internal rating system is used to grade the supplier. A low rating leads to corrective measures or not entering into a business relationship.
Audits of new suppliers and those considered high-risk are prioritised in this process. In 2013 and 2014, supplier audits focused on Asia and in 2014, a total of 42 suppliers (61) in different countries and in several product categories were audited.
Board of Directors' Report
Financial statements
Other information
| GRI indicators | Economic Performance Indicators, SEK m | 20121) | 2013 | 20142) |
|---|---|---|---|---|
| EC1 | Net sales | 12,343 | 11,773 | 12,392 |
| EC1 | Operating expenses (materials and service) | 8,775 | 8,060 | 8,429 |
| EC1 | Payroll expenses | 2,351 | 2,240 | 2,385 |
| EC1 | Social security contributions and pensions | 604 | 582 | 616 |
| EC1 | Taxes to states and municipalities | 155 | 159 | 194 |
| EC1 | Payment to lenders | 54 | 53 | 37 |
| EC1 | Dividends to shareholders | – | 84 | 167 |
| EC1 | Retained in operations | 404 | 595 | 564 |
| EN1 | Use of materials: Wood, thousands of tonnes | 196 | 182 | 184 |
|---|---|---|---|---|
| EN1 | Use of materials: Packaging materials, kg/cabinet | 1.4 | 1.2 | 1.4 |
| EN2 | Recyclable packaging materials, % | 90 | 82 | 84 |
| EN3 | Energy consumption: Electricity consumption, kWh/cabinet | 10.1 | 10.7 | 9.9 |
| EN3 | Energy consumption: Heating, kWh/cabinet | 11.5 | 10,6 | 9,1 |
| EN16 | Greenhouse-gas emissions transportation, kg/cabinet | 3.4 | 3.2 | 3.1 |
| EN16 | Greenhouse-gas emissions heating and | |||
| manufacturing, kg/cabinet | 4.8 | 5.0 | 4.6 | |
| EN20 | VOC emissions, kg/100 lacquered details | 5.1 | 3.8 | 3.6 |
| EN22 | Waste (excluding wood waste), kg/cabinet | 0.9 | 1.1 | 1.1 |
| EN22 | Wood waste, thousands of tonnes | 20 | 20 | 21 |
| LA1 | Employees, average number | 7,355 | 6,690 | 6,636 |
|---|---|---|---|---|
| LA1 | Proportion of women, % | 31 | 31 | 32 |
| LA7 | Work-related accidents in production facilities, number | 125 | 80 | 101 |
| HR2 | Audited suppliers and subcontractors, number | 15 | 61 | 42 |
1) Including Optifit, that was divested in 2013.
2) Including Hygena, which was divested in 2015. Sustainability data from Rixonway Kitchens is not included.
For sustainability data by region and the GRI index, see www.nobia.com under Sustainable Business.
Nobia AB (Corporate Registration Number 556528-2752) is the leading kitchen specialist in Europe. Nobia sells kitchens under some twenty strong brands, and as a contract manufacturer. The operation covers development, manufacturing, installation, sales and distribution, as well as associated service. A kitchen focus makes it possible to leverage the joint know-how of the business units throughout the entire value chain.
Sales to consumers are conducted through own and franchise stores and through a network of retailers, including furniture stores, builders' merchants, DIY stores and independent kitchen specialists. The products are also sold to professional construction companies which, in turn, sell the kitchens to their end customers.
Nobia is organised into three geographic regions – the UK, Nordic and Continental Europe regions. The latter region changed name to Central Europe following the divestment of Hygena in the first quarter of 2015.
Nobia's operations are steered towards three financial targets that aim to generate favourable returns for shareholders and long-term value growth.
Profitability; The Nobia Group's operating margin (EBIT margin) is to amount to at least 10 per cent over a business cycle. Furthermore, Nobia aims at organic growth that is 2–3 per cent higher than market growth and also growth through acquisitions.
Financing; The debt/equity ratio (net debt/ shareholders' equity) is not to exceed 100 per cent. A temporary elevation of the debt/ equity ratio is acceptable in conjunction with acquisitions.
Dividends; Dividends are, on average, to be within the interval of 40-60 per cent of net profit after tax. When decisions about the amount of the dividend are made, the company's capital structure is to be taken into consideration.
Nobia endeavours to create profitable growth by capitalising on economies of scale and synergy effects, and developing the company's customer offering and sales channels. The strategy is based on the Efficiency and Growth platform, which includes efficiency-enhancing measures and activities to drive increased sales.
Nobia was further consolidated and profitability improved. Organic sales growth remained unchanged and the gross margin continued to strengthen. Operating profit for the year excluding restructuring costs improved as a result of higher sales values and lower prices of materials, which offset lower production volumes.
On 8 January, Nobia announced that a partnership agreement had been signed with Finnish furniture chain Isku on exclusive rights to sell kitchens in about 20 Isku stores throughout Finland.
Stefan Jacobsson and Ricard Wennerklint were elected to Nobia's Board of Directors at the Annual General Meeting on 9 April, while George Pettersson, KPMG, was elected new Auditor-in-Charge of Nobia.
SUMMARY
All of the figures except for net sales, profit/loss after tax, operating cash flow, return on capital employed and return on shareholders' equity have been adjusted for restructuring costs.
2013 2014 Change, % Net sales, SEK m 11,773 12,3921) 5 Gross margin, % 41.0 41.8 – Operating margin before depreciation/amortisation and impairment, % 9.2 9.9 – Operating profit (EBIT), SEK m 690 8452) 22 Operating margin (EBIT margin), % 5.9 6.8 – Profit after financial items, SEK m 596 769 29 Profit/loss after tax, incl. restructuring, SEK m 350 –273) – Earnings per share after dilution, excl. restructuring, SEK 2.29 3.20 40 Earnings/loss per share after dilution, incl. restructuring, SEK 2.10 –0.17 – Operating cash flow, SEK m 601 779 30 Return on capital employed, % 14.6 8.9 – Return on shareholders' equity, % 12.0 –0.9 – Number of employees at year-end 6,544 6,925 6
| The year and operations | |
|---|---|
| Board of Directors' Report | |
| Financial statements | |
| Other information |
Helene Willberg left her assignment as Auditor-in-Charge due to the rotation rules of the Swedish Companies Act.
In May, the Board of Nobia decided to transfer bought-back shares under the employee share option scheme decided at the 2011 Annual General Meeting, based on the authorisation granted by the 2014 Annual General Meeting.
Lars Völkl, Executive Vice President, Luxury & Professional, left Nobia on 31 May. Recruitment of a replacement is underway.
Ingemar Tärnskär, Executive Vice President, Supply Chain Operations, left Nobia on 30 June. In conjunction with this, Michael Larsen took office of Executive Vice President, Supply Chain Operations.
In July 2014, Nobia agreed on a new syndicated loan of SEK 1 billion, with a small group of banks. The term is five years.
On 24 September, Nobia announced that it had received an offer to divest its French kitchen chain Hygena to the French kitchen company Fournier Group.
On 30 October, an agreement was signed concerning the sale of Hygena to Fournier Group for EUR 20 million on a cash and debt-free basis, which was approved by the French competition authority.
In November, the regional organisational structure was strengthened to optimise production, co-ordinate sourcing and harmonise commercial activities between the business units in each region. In connection with this organisational change, the areas of responsibility for Group management members Lars Bay-Smidt, Peter Kane and Christian Rösler were extended regarding the operations in each region.
In December, Nobia acquired Rixonway Kitchens, a large kitchen supplier in the UK project market and a leader in the social housing segment.
On 31 December, Titti Lundgren, Executive Vice President and Head of Marketing, left Nobia.
From 1 January 2015, Annica Hagen, Executive Vice President, Brand Portfolio and Innovation, and Kim Lindqvist, Executive Vice President, Digital and Media Strategy became members of Nobia's Group management.
From 1 January 2015, Nobia's Group management also includes: Nick Corlett, Executive Vice President, Sourcing and Product Management; Rune Stephansen, Executive Vice President and Head of Commercial Sweden; Ole Dalsbø, Executive Vice President and Head of Commercial Norway and Erkka Lumme, Executive Vice President and
Head of Commercial Finland. In the UK, kitchen chain Magnet transferred to the Group's common cabinet standard during the year.
Net sales amounted to SEK 12,392 million (11,773) and were distributed as follows: UK region, SEK 4,702 million (4,140); Nordic region, SEK 5,215 million (5,028) and Continental Europe region, SEK 2,591 million (2,695). Sales to other regions are also included in net sales for the region.
The Group's organic growth, meaning the change in net sales for comparable units and adjusted for currency effects, remained unchanged compared with the preceding year (0). Organic growth in the UK region was 1 per cent (6). Organic growth in the Nordic region was 2 per cent (neg: 2) and negative 5 per cent (neg: 5) in Continental Europe.
The Group's operating profit including restructuring costs amounted to SEK 412 million (654). Restructuring costs that impacted net profit after tax amounted to SEK 564 million, of which SEK 433 million (36) impacted operating profit. The operating margin was 3.3 per cent (5.6). Operating profit excluding restructuring costs amounted to SEK 845 million (690) and the corresponding operating margin was 6.8 per cent (5.9).
In the UK region, operating profit increased to SEK 265 million (247). The earnings improvement was mainly due to higher sales values and positive currency effects, which were offset by lower volumes and increased restructuring costs. Restructuring costs of SEK 83 million (0) were charged to operating profit for the year. Currency effects had a positive impact of SEK 60 million (neg: 35) on operating profit excluding restructuring costs.
In the Nordic region, operating profit rose to SEK 660 million (633). The improvement was mainly due to higher sales values, lower prices of materials and cost savings. Restructuring costs of SEK 6 million (0) were charged to operating profit for the year. Currency effects had a negative impact of SEK 60 million (neg: 20) on operating profit excluding restructuring costs.
Operating loss in the Continental Europe region amounted to SEK 19 million (loss: 83). The earnings improvement was mainly due to higher sales values, cost savings and lower restructuring costs that were offset by negative volumes. Restructuring costs of SEK 8 million (36) were charged to operating profit for the year. Currency effects had a positive impact of SEK 10 million (neg: 5) on operating profit excluding restructuring costs.
Group-wide items and eliminations reported an operating loss of SEK 494 million (loss: 143), of which SEK 328 million pertained to impairment of goodwill in Hygena.
Financial items amounted to an expense of SEK 78 million (expense: 94). Net financial items included the net of return on pension assets and interest expense for pension liabilities corresponding to an expense of SEK 41 million (expense: 41).
Profit after financial items weakened to SEK 334 million (560).
Tax expense amounted to SEK 344 million (195). The tax expense includes impairment of deferred tax assets on the sale of Hygena totalling SEK 151 million.
Loss after tax amounted to SEK 27 million (profit: 350).
Loss per share for the year after dilution amounted to SEK 0.17 (earnings: 2.10). Earnings per share for the year after dilution and excluding restructuring costs amounted to SEK 3.20 (2.29).
Restructuring costs refer to certain nonrecurring costs. Restructuring costs charged to profit after tax for 2014 amounted to SEK 564 million, of which SEK 433 million was charged to operating profit, SEK 151 million referred to impairment of deferred tax assets in Hygena, negative 22 million to other tax effects and SEK 2 million was charged to net financial items.
Restructuring costs charged to operating profit for the year primarily pertained to impairment of goodwill in Hygena of SEK 328 million, but also the transition to the Group's common standard dimension in Magnet in the UK and in Finland and costs related to the divestment of Hygena and the acquisition of Rixonway Kitchens.
Approved and implemented restructuring measures of SEK 76 million (133) were charged to cash flow, of which SEK 56 million (133) derived from previous years' approved restructuring measures.
In 2013, restructuring costs amounted to a net SEK 36 million and pertained in their entirety to costs for the divestment of Optifit.
Investments in fixed assets amounted to SEK 316 million (251), of which SEK 135 million (87) pertained to investments in the store
Operating cash flow rose to SEK 779 million (601), due to higher earnings generation and lower working capital tied up.
The Group's capital employed amounted to SEK 4,880 million (4,620) at the end of the period.
At year-end, net debt totalled SEK 1,206 million (1,176). Provisions for pensions, which are included in net debt, amounted to SEK 869 million (654) at the end of the period, while net borrowing amounted to SEK 337 million (522).
At year-end, the debt/equity ratio was 38 per cent (37).
Shareholders' equity at year-end amounted to SEK 3,196 million (3,158).
The equity/assets ratio at year-end was 41 per cent (44).
Nobia's credit frameworks, which are valid until 2019 and 2017, respectively, amounted to SEK 1.8 billion, excluding overdraft facilities, at the end of 2014. In 2014, Nobia agreed on a new syndicated loan of SEK 1 billion, valid until 2019, with a small group of banks. At the end of December 2014, SEK 1.0 billion of the credit frameworks were unutilised.
In October, Nobia signed an agreement concerning the sale of Hygena Cuisines SAS to the French kitchen company Fournier Group for purchase consideration of EUR 20 million, on a cash and debt-free basis. The transaction was subject to approval by the French competition authorities. In conjunction with signing the sale agreement, Hygena's net assets were reclassified to Disposal group held for sale in accordance with IFRS 5. The sale of Hygena had a negative impact of SEK 487 million on the Group's net profit for 2014, attributable to impairment of goodwill and deferred tax assets and costs related to the divestment, and is recognised as a restructuring cost.
In December, Nobia acquired Rixonway Kitchens, a large kitchen supplier in the UK project market and a leader in the social housing segment, from August Equity LLP and Rixonway Kitchens' company management. The acquisition strengthens Nobia's position in the UK kitchen market and enables synergy effects.
The purchase consideration consisted of an up-front consideration of GBP 31 million, on a cash and debt-free basis, and a variable cash consideration of a maximum of GBP 3 million. The variable payment is conditional upon the business performance. Rixonway Kitchens has annual net sales of approximately GBP 40 million and an operating margin of about 10 per cent and was consolidated into Nobia's financial statements on 1 November 2014.
On 26 January 2015, Nobia's Nomination Committee announced its proposal of Christina Ståhl, President of MQ and Tomas Billing, President of Nordstjernan as new Board members. The Nomination Committee has also proposed Tomas Billing as the new Board Chairman. The present Chairman, Johan Molin, has declined re-election.
On 23 February 2015, the French competition authority approved Nobia's sale of Hygena to the Fournier Group. The transaction took place on 2 March 2015.
Demand for kitchens normally follows the same business cycle as other consumer discretionary products. Given the prevailing economic climate, future demand trends are considered uncertain for all markets. In total, market conditions in 2015 are expected to remain challenging. Nobia will continue to focus on increasing efficiency over time, and taking greater advantage of the Group's size, while also making significant investments in order to generate profitable growth.
In 2014, the average number of employees was 6,636 (6,690). The number of employees at year-end was 6,925 (6,544). The increase in the number of employees was mainly due to the acquisition of Rixonway Kitchens.
Nobia conducts activities that require a permit under the Swedish Environmental Code through Nobia Production Sweden AB, which includes Nobia's Swedish operations in production, logistics and sourcing. In 2014, the production facility in Tidaholm affected the external environment through mainly noise and emissions to air in conjunction with the surface treatment of wooden items. The County Administrative Board of Västra Götaland is the regulatory authority
and decision-making body regarding permit applications. Nobia Production Sweden AB is certified to the ISO 14001 environmental management standard.
All of Nobia's 13 production units, located in seven European countries, satisfy the environmental requirements determined by each country and 12 of these have been awarded ISO 14001 certification.
Nobia works consistently to reduce the Group's CO2 emissions. In 2014, the Group's CO2 emissions per produced cabinet declined 6 per cent. Other key sustainability-related performance indicators for Nobia, such as the number of workplacerelated accidents and number of supplier audits, are presented on pages 22-27.
The Parent Company Nobia AB's operations comprise Group-wide functions and the ownership of subsidiaries. The limited liability company is domiciled in Sweden and the head office is located in Stockholm.
The Parent Company's profit after net financial items amounted to SEK 153 million (113) and mainly consisted of Group contributions received and dividends from subsidiaries.
The Nobia share has been listed on the Nasdaq Stockholm since 2002. Nobia's share capital amounts to SEK 58,430,237, divided between 175,293,458 shares with a quotient value of SEK 0.33. Nobia has only one class of share. Each share, with the exception of repurchased treasury shares, entitles the holder to one vote, and carries the same entitlement to the company's capital and profits.
In 2007 and 2008, Nobia repurchased a total of 8,162,300 own shares at a value of SEK 468,056,934 under the authorisation mandate granted by the 2007 and 2008 Annual General Meetings. The aim was to enable whole or partial acquisition financing through payment using treasury shares, but also to adjust the company's capital structure and thereby contribute to higher shareholder value.
The 2014 Annual General Meeting authorised the Board to make a decision regarding a buy-back of up to 10 per cent of the company's own shares. No shares were bought back during the year.
The 2014 Annual General Meeting also
authorised the Board, for the period until the 2015 Annual General Meeting, to decide on the transfer of bought-back shares for the purpose of delivering shares under the employee share option scheme decided at the 2011 Annual General Meeting. In 2014, Nobia's Board decided to transfer 395,000 bought-back shares based on this authorisation. Nobia received SEK 21,369,500 for these shares. At the end of 2014, the number of treasury shares after transfers amounted to 7,767,300, corresponding to 4.4 per cent of the total number of shares. These shares were acquired in 2007 and 2008 for a total amount of SEK 445,406,151. The number of additional shares that will be transferred during the period until the 2015 Annual General Meeting is based on the number of employee share options that will actually be utilised, but will not exceed 640,000 shares.
At the beginning of 2015, the ten largest owners held about 69 per cent of the shares. The single largest shareholder, Nordstjernan, represented 20.8 per cent of the shares. Investmentaktiebolaget Latour held 13.2 per cent of the shares and If Skadeforsäkring 12.0 per cent.
Nobia's lenders have the option of terminating all loans if the control of the company were to be significantly altered. If any one party, or jointly with other parties (under formal or informal forms) gains control of the company, the lenders are entitled to terminate all outstanding loans for payment. The term "control of the company" pertains to control of more than half of the total number of votes or capital, or the acquisition of direct and decisive influence over the appointment of the Board of Directors or members of Group management. Control of the company is also deemed to arise if a party, alone or jointly with other parties, can exercise direct and decisive influence over the company's financial and strategic position. If such a situation were to arise whereby the control of the company were to be significantly altered, the lender and Nobia shall begin negotiations that shall last for a maximum of 30 days. The aim of these negotiations is to reach an agreement between the lenders and Nobia. If an agreement is not reached, the lender is entitled to terminate all outstanding loans for immediate payment.
More information on the share and shareholders is presented on pages 86–87.
The guidelines for 2014 essentially correspond with the proposed guidelines for 2015.
The Board of Directors appoints a Remuneration Committee from within its ranks. The Committee's tasks include preparing proposals with respect to remuneration for the President, and to reach decisions on remuneration proposals for managers who report directly to the President. The Remuneration Committee performs annual follow-ups and evaluations of the ongoing variable-remuneration programmes, and the programmes completed during the year. The Remuneration Committee also monitors and evaluates the application of the principles resolved by the Annual General Meeting for remuneration and other employment conditions for Group management concerning remuneration structures and remuneration levels, and otherwise considers needs for changes.
Following on from its evaluations, the Remuneration Committee stated that remuneration to senior executives in 2014 conformed to the remuneration guidelines decided at the 2014 Annual General Meeting. In the Remuneration Committee's opinion, the guidelines were appropriate and the application of them was correct.
To strengthen senior managers' commitment to and ownership in the company, and to attract, motivate and retain key employees in the Group, Nobia has implemented long-term performance-based remuneration schemes since 2005, following resolutions by each Annual General Meeting.
The remuneration schemes adopted for the years 2005-2011 – of which the 2011 scheme remains outstanding – were based on employee share options.
A resolution was made at the 2012, 2013 and 2014 Annual General Meetings to establish a long-term, share-based remuneration scheme based on matching and performance shares (Performance Share Plans 2012–2014) rather than employee share options. The Remuneration Committee's evaluation concluded that the conditions established for the Performance Share Plans are deemed appropriate and relevant, and in the Remuneration Committee's opinion, there is reason to continue with a long-term share-based remuneration scheme based on the same principles as those for the previous Performance Share Plans.
The Board of Directors of Nobia AB proposes that the 2015 Annual General Meeting decide on the following proposal pertaining to guidelines for determining remuneration and employment conditions for the President and other members of Group management. Group management, including the President, currently comprises 13 individuals.
Basing its opinion on, for example, the evaluation performed by the Remuneration Committee, the Board believes that the proposed proposal on remuneration guidelines and other employment conditions for Group management – which essentially conform to those guidelines adopted by the 2013 Annual General Meeting – represents an appropriate balance between fixed cash salary, variable cash salary, long-term sharebased remuneration, pension conditions and other benefits. Nobia's policy stipulates that the total remuneration is to correspond to market levels. A continuous international position evaluation is performed to ensure the market levels in each country.
Members of Group management receive both a fixed and a variable salary portion. The fundamental principle is that the variable salary portion may amount to a maximum of 30 per cent of fixed annual salary. The exception to this principle is the President whose variable salary portion may amount to a maximum of 50 per cent of fixed annual salary. Exceptions may also be made for other senior executives following a decision by the Board. The variable salary portion is normally divided between several targets, such as the Group's earnings, earnings in the business unit for which the manager is responsible and individual/quantitative targets. The variable salary portion is based on a period of service of one year. The targets for the President are determined by the Board. The targets for the other senior executives are established by the President following recommendations by the Board's Remuneration Committee.
In the event of a maximum outcome, which presupposes that all bonus-related targets are fulfilled, the variable salary costs for Group management are estimated to
amount to approximately SEK 11,700,000 (excluding social security contributions). The calculation is based on the current composition of Group management. Members of Group management employed in Sweden are entitled to a pension under the ITP system or equivalent. The retirement age is 65. In addition to the ITP plan, members of Group management are entitled to an increased occupational pension premium on salary portions amounting to more than 30 basic amounts.
Employment contracts for Group management include provisions regulating remuneration and termination of employment. In accordance with these agreements, employment may usually be terminated at the request of the employee with a period of notice of six months and at the request of the company with a period of notice of 12 months.
Following decisions taken at each of the Annual General Meetings, the Group implemented an annual employee share option scheme during the period 2005–2011. Within the framework of each scheme, employee share options were allotted free of charge, but exercising the options is conditional on a rising scale based on the average increase in earnings per share during a three-year vesting period. The employee share options may lead to costs for the Nobia Group in the form of social security costs when the options are exercised, and accounting costs as stipulated in IFRS 2, in accordance with the figures reported to shareholders at the Annual General Meeting. The vesting periods for the 2005 to 2010 schemes have expired and the schemes did not entitle any of the participants to exercise the allotted options. The vesting period for the 2011 employee share option scheme expired on 31 May 2014. The scheme encompasses a total of 105 senior executives, including Group management. The costs for the scheme are reported prior to the Annual General Meeting and in Nobia's Annual Report.
A resolution was made at the 2012, 2013 and 2014 Annual General Meetings to establish a long-term, share-based remuneration scheme based on matching and performance shares rather than employee share options. The schemes, which encompass some 100 individuals comprising senior executives and managers appointed by senior
management, are based on the participants investing in Nobia shares that are "locked into" the plan. Each Nobia share invested in under the framework of the plan entitles the participant, following a vesting period of about three years and provided that certain conditions are fulfilled, to allotment (for no consideration) of matching and performance shares in Nobia. The conditions are linked to the participant's continued employment and ownership of invested shares, and to fulfilment of a financial performance target. The minimum level adopted by the Board for allotment of performance share rights under the Performance Share Plan 2013 was accumulated earnings per share excluding restructuring costs of SEK 4.50. Since the accumulated earnings per share excluding restructuring costs for the 2013 and 2014 fiscal years amounted to SEK 5.50, 75 per cent of the Board's target figure was achieved and thus performance share rights under the Performance Share Plan 2013 will be allotted after the interim report for the first quarter of 2016. The costs for the scheme are reported prior to each Annual General Meeting and in Nobia's Annual Reports. The Board is entitled to deviate from the guidelines described above if the Board finds that particular reasons warrant this in a specific case.
According to calculations, Nobia will have an obligation to deliver matching shares to participants of the Performance Share Plan 2012 after the interim report for the first quarter of 2015.
The Board has proposed that the 2015 Annual General Meeting resolve on a new share-based, long-term remuneration scheme ("Performance Share Plan 2015"). The scheme is based on the same principles as previously adopted Performance Share Plans. The estimated costs for the plan for the President and Group management are based on the accounting policies in accordance with IFRS 2 and, given a share price of SEK 81.25, will amount to approximately SEK 12.7 million. This amount includes estimated costs for social security contributions. The costs are distributed over the three-year qualification period.
The Board is entitled to deviate from the guidelines described above if the Board finds that particular reasons warrant this in a specific case.
The following profits in the Parent Company are at the disposition of the Annual General Meeting:
| Total SEK | 1,973,559,746 |
|---|---|
| Net profit for the year | 153,860,553 |
| Unappropriated profit brought forward |
1,767,473,707 |
| Share premium reserve | 52,225,486 |
The Board of Directors proposes that all profits at the disposition of the Annual General Meeting be appropriated as follows:
| Total SEK | 1,973,559,746 |
|---|---|
| To be carried forward | 1,680,388,969 |
| to be paid to shareholders | 293,170,777 |
| Dividend of SEK 1.75 per share |
The Board proposes a dividend of SEK 1.75 per share (1.00) for the 2014 fiscal year. The record date to be entitled to receive dividend is proposed as Thursday, 16 April 2015. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid on 21 April 2015.
Nobia is exposed to both commercial and financial risks. Commercial risks can be divided into strategic, business development-related, operating, sustainability-related and political and legal risks. Financial risks are attributable to currencies, interest rates, liquidity, borrowing and credit granting, financial instruments and pensions.
All business operations are associated with risks. Risks that are well-managed can create opportunities, whereas risks that are not managed correctly may lead to damage and losses. The aim of Nobia's risk management is to create awareness of risks and consequently limit, control and manage them, while safeguarding business opportunities and strengthening profitability.
Identified materials risks are managed on an ongoing basis at all levels in Nobia and in strategic planning. The Board of Directors is responsible to the shareholders for the company's risk management. Company management regularly reports on risk issues to the Board.
Corporate-governance and policy risks are managed by Nobia continuously developing its internal control.
The internal dissemination of appropriate information is ensured through the company's management systems and processes. A more detailed description is provided in the Group management section of the Corporate Governance Report on page 38.
Risks associated with business development, such as acquisitions and major structural changes, are managed by the Group's M&A department and central programme office and by specific project groups organised for the various projects. Continuous follow-ups are carried out compared with plans and expected outcomes. More long-term risks are initially addressed by the Board in its Group
strategy planning. In conjunction with this, Nobia's business development is evaluated and discussed based on external and internal considerations.
Nobia operates in markets exposed to competition and mature markets, which means that underlying demand in normal market circumstances is relatively stable. However, price competition remains intense. In France and Austria, for example, competition increased and the weak economic trend in 2014 had a negative impact on demand.
Demand for Nobia's products is influenced by trends in the housing market, whereby prices, the number of transactions and access to financing are key factors. Four-fifths of the European kitchen market is estimated to comprise purchases for renovation, and one-fifth for new builds. Nobia's strategy is based on large-scale product supply, product development and the utilisation of the positioning of the Group's strong brands in the various markets and sales channels. Nobia's various offerings are also based on the strategy of providing added value to customers in the form of complete solutions with accessories and installation.
In 2014, overall demand in the Nordic countries remained unchanged, while demand in the UK rose slightly. Demand in Continental Europe remained weak during the year. The company's cyclical nature does not deviate from that of other companies in the industry. Nobia has a structured and proactive method for following demand fluctuations. Robust measures and cost-saving programmes for adjusting capacity have proven that Nobia can adjust its cost level when demand for the Group's products falls. In 2014, Nobia continued to increase its prices where possible, which had a positive impact on net sales and profitability compared with 2013.
Kitchens to end-customers are sold through 311 own stores and a network of franchise stores, as well as DIY stores, furniture chains and other retailers. Conducting sales through own and franchise stores is a deliberate strategy to achieve greater influence over the kitchen offering to end-customers, which contributes to better co-ordination of the Group's supply chain. The number of own stores declined following the sale of Hygena, which led to a lower share of fixed costs and thus lower risk. However, own stores allow the concepts to be profiled with higher added value. Another risk is that retailers are unable to fulfil their commitments under established contracts, which may have a negative effect on sales.
Sales to professional customers, also known as project sales, are conducted directly with regional and local construction companies via a specialised sales organisation or directly through the store network. Concentrating on these large separate customers entails an elevated risk of losing sales if a large customer is lost as well as increased credit risk.
Nobia's cost structure in 2014 comprised about 60 per cent variable costs (raw materials, components, accessories), about 30 per cent semi-variable costs (personnel costs, marketing and maintenance) and about 10 per cent fixed costs (rents, depreciation, insurance). The division of costs is relatively equal between the main markets, except that the UK has a slightly higher percentage of fixed costs due to its extensive store networks.
Nobia's proprietary manufacturing mainly comprises the production and installation of cabinets and doors, together with purchased components.
In 2014, Nobia purchased materials and components valued at about SEK 5.0 billion, of which some 15 per cent pertained to raw materials (such as chipboard), about 55 per cent to components (such as handles and hinges) and about 30 per cent to goods for resale (such as appliances). The underlying
raw materials that the Group is primarily exposed to are wood, steel, aluminium and plastics. Cost variations can be caused by changes in the prices of raw materials in the global market or the company's suppliers' ability to deliver. Nobia's sourcing organisation works closely with its suppliers to ensure efficient flows of materials. Average market prices of raw materials and components fell slightly in 2014 despite rising prices during the first half of the year. Costs for board materials increased and, compared with 2013, the cost of chipboard was about 2 per cent higher in the Nordic region, 1 per cent higher in the Continental Europe region and 7 per cent higher in the UK region. Chipboard prices rose by a total of about 4 per cent in 2014 due, in part, to higher demand from the housing construction industry and for biomass, as well as weak competition among suppliers. This trend is expected to continue. The Group's sourcing and production are continuously evaluated to secure low product costs.
Property risks in the form of loss of production, for example, in the event of a fire at manufacturing units, are minimised by Nobia conducting annual technical risk inspections jointly with the Group's insurers and the risk consulting firm AON that reports on deviations from Nobia's "Standard for Loss-Prevention Measures." Preventive measures are continuously implemented to reduce the risk of disruptions in the operations.
Nobia's ability to increase profitability and returns for shareholders is heavily dependent on the Group's success in developing innovative products, maintaining cost-efficient manufacturing and capitalising on synergies. Managing restructuring measures is a key factor in maintaining and enhancing Nobia's competitiveness. In 2014, the Group's brand portfolio, innovation, product-range development, production and sourcing continued to be coordinated. An e-commerce service was launched in Denmark at the start of 2015. The strategic direction is described in more detail on pages 8–9. The implementation of these plans entails operating risks, which are addressed every day in the ongoing change process. Restructuring is a complex process that requires the management of a series of different activities and risks.
Restructuring costs in 2014 were related to costs that arose in association with divestment of the Hygena, the introduction of the common standard dimension and the acquisition of Rixonway Kitchens.
Nobia endeavours to be an attractive employer, which is a key success factor. To ensure availability of and skills development for motivated employees, manager sourcing and managerial development is administered by a central unit at Nobia.
Nobia's products are encompassed by international and local regulations regarding environmental impact and other effects arising in the production and transportation of kitchens, for example, the release of exhaust fumes and emissions, noise, waste and safety. Nobia works continuously with its operations to adjust to the necessary expectations and requirements. The company is well aware of the demands in these areas for the near future and, provided that they do not significantly change, the current products and ongoing development activities are deemed to be sufficient to meet such requirements.
Changes in local tax legislation in the countries in which Nobia conducts operations may affect demand for the company's products. Subsidies for new builds and/or renovation or changes to the taxation of residential properties may influence demand. Tax deductions on labour for home renovations, for example, have had a positive effect on demand in several Nordic countries.
In addition to strategic and operating risks, Nobia is exposed to various financial risks. These are mainly attributable to currencies, interest rates, liquidity, borrowing and credit granting, financial instruments and pensions. All of these risks are managed in accordance with the finance policy, which has been adopted by the Board.
Nobia's manufacturing and sales presence in several countries balances currency effects to a certain extent. Transaction flows have the greatest impact on currency – when sourcing and/or production is conducted in one currency, and sales are conducted in another. The Group uses currency derivatives to hedge a portion of the currency exposure that arises. Currency hedging means that the impact of currency movements occurring today will be delayed to some extent. Nobia is also affected by translation differences when
| The year and operations | |
|---|---|
| Board of Directors' Report | |
| Financial statements | |
| Other information |
consolidated sales and operating income are translated into SEK.
The diagrams shows the major currency pairs and the trend since 2010. The impact of a weak EUR and DKK, and a strong NOK and GBP, on Nobia's earnings is generally favourable.
A significant portion of the UK operation's components are purchased in EUR, while finished products are subsequently sold in GBP. For a transition period, one of the UK operation's production facilities is delivering to French kitchen company Fournier Group, which acquired Hygena, where sales are conducted in EUR, which partly offsets the exposure to EUR. The net effect of this currency pair means that a weak EUR against the GBP is positive for the Group.
A proportion of the Swedish operation's costs for material purchases are conducted in EUR. A strong SEK against the EUR is therefore positive for the Group. A significant portion of the Swedish production of components and finished products is sold in Norway. A weak SEK against the NOK is therefore positive for the Group.
The Danish unit conducts a significant portion of its sales in Norway, but also in Sweden. A weak DKK against the NOK and the SEK is therefore positive for the Group.
For a more detailed description and a sensitivity analysis, refer to Note 2 Financial risks on page 60.
In addition to the financial risks that are regulated in the finance policy adopted by the Board, there is also a risk for changes in value in the balance sheet.
A structured work model is applied to test the value of assets and liability items in the balance sheet.
Nobia's balance sheet includes acquisition goodwill totalling SEK 2,278 million (2,153). The value of this asset item is tested annually and more often if there is any indication of impairment requirement. In 2014, goodwill was impaired by SEK 328 million regarding Hygena. Other than the impairment of Hygena's goodwill, testing did not indicate any impairment requirement in 2014. For a more detailed description, refer to Note 1 Significant accounting policies on page 55 and Note 14 Intangible assets on page 70.
Nobia's balance sheet includes pension liabilities of SEK 869 million (654) that pertain to defined-benefit pension plans in the UK, Germany, Norway and Sweden. All pension plans are calculated every year by actuaries in accordance with IAS 19.
For a more detailed description, refer to Note 1 Significant accounting policies on page 55 and Note 25 Provisions for pensions on page 76.
The Group's loss carryforwards for which deferred tax assets were recognised in the amount of SEK 94 million (238). The value of this asset item is tested annually and more often if there is any indication of impairment requirement. The taxable profit in the parts of the Group that generate tax-loss carryforwards is expected to improve in future years. The Group's restructuring measures over the past years are generating considerable cost savings that are expected to result in a marked improvement in earnings. However, there is a risk that it will not be possible to utilise portions of the carrying amount of deferred tax assets against taxable surpluses in the future. In 2014, impairment of deferred tax assets of SEK 151 million pertaining to Hygena was charged to net profit for the year. This amount was recognised in the consolidated income statement on the tax line. For more information about tax, refer to Note 26 Deferred tax on page 78 and Note 1 Significant accounting policies on page 55.
Nobia AB is a Swedish public limited liability company domiciled in Stockholm, Sweden. The company is the Parent Company of the Nobia Group. The basis for the control of the Group includes the Swedish Corporate Governance Code, the Articles of Association, the Swedish Companies Act and the regulations issued by Nasdaq Stockholm.
Nobia has applied the Swedish Corporate Governance Code (the Code) since 1 July 2005 and in 2014, the company had no deviations to report. Nobia also applies the Swedish Annual Accounts Act concerning the company's corporate governance reporting. Nobia monitors developments in the area of corporate governance and continuously adapts its corporate-governance principles to create value for its owners and other stakeholders. No violations of applicable stock exchange regulations were reported.
The right of shareholders to make decisions concerning the affairs of Nobia is exercised at the Annual General Meeting. A notice convening the Annual General Meeting is issued pursuant to the Swedish Companies Act and the company's Articles of Association. The 2014 Annual General Meeting was held on 9 April at Lundqvist & Lindqvist Klara Strand Konferens, Klarabergsviadukten 90 in Stockholm. Some 155 shareholders participated in the 2014 Annual General Meeting, representing 63 per cent of the capital and votes in Nobia. The Board of Directors, members of Group management and auditors were present at the Meeting. Board Chairman, Johan Molin, was elected Chairman of the Meeting. In accordance with the Board of Directors' recommendation, the Annual General Meeting resolved on a dividend of SEK 1.00 per share to shareholders. The Meeting also resolved that the number of Board members should be eight without any deputy members until the conclusion of the next Annual General Meeting, as well as fees to the Board and Board Chairman and elected Board members and auditors. Stefan Jacobsson and Ricard Wennerklint were elected new Board members. All other Board members were re-elected and Johan Molin was re-elected Board Chairman. The Annual General Meeting re-elected KPMG as the company's auditor, with George Pettersson as the new Auditor-in-Charge. Nobia's previous Auditor-in-Charge, Helene Willberg, left her assignment due to the rotation rules of the Swedish Companies Act. An assignment as an auditor-in-charge for a limited liability company may be a maximum of seven consecutive years. In accordance with the Board of Directors' recommendation, the Annual General Meeting also resolved on guidelines and other employment conditions for the senior executives, a performance share plan and to authorise the Board of Directors to make decisions regarding acquisitions and sales of treasury shares.
The complete minutes from the Annual General Meeting are available on Nobia's website.
Individual shareholders wishing to have a specific matter addressed by the Annual General Meeting can do so by submitting a request to the Board in good time prior to the Meeting, to the address published on the Group's website.
Nobia's Articles of Association regulate such matters as the focus of the operations, information about share capital and how notification of the Annual General Meeting is to take place. The full text of the Articles of Association is available on Nobia's website.
On 31 December 2014, the share capital in Nobia AB amounted to SEK 58,430,237 divided between 175,293,458 shares. All of the shares are of the same class. The share's quotient value is SEK 0.33. All shares, except for bought-back treasury shares, entitle owners to a share of the company's assets and profit.
The Nobia share and ownership structure are described in more detail on pages 86–87.
In accordance with the principles for the composition of the Nomination Committee adopted at the 2008 Annual General Meeting, the Chairman of the Board is responsible for convening the company's four largest shareholders not later than the end of the third quarter, each of whom are offered an opportunity to appoint one member of the Nomination Committee. Should any of the four largest shareholders refrain from appointing a member, the next largest owner shall be presented with the opportunity to appoint a member. Should more than one shareholder refrain from its right to appoint a member of the Nomination Committee, only the next eight largest owners shall be asked to appoint a member, unless more than these eight largest shareholders are to be asked in order for the Nomination Committee to comprise at least three members. In addition, the Chairman of the Board may be appointed as a member of the Nomination Committee. In accordance with the Code, the Nomination Committee should be chaired by an owner representative. The tasks of the Nomination Committee are to submit proposals to the Annual General Meeting on the election of the Board of Directors, the Chairman and auditors, on fees for the Board of Directors, the Chairman and auditors and on the Chairman of the Annual General Meeting. In its proposals, the Nomination Committee is to pay particularly attention to the requirement of diversity and breadth on the Board and the requirement of an even gender distribution. In addition, the Nomination Committee is to submit proposals to the Annual General Meeting, where appropriate, on decisions
| Board of Directors' Report | |
|---|---|
| Financial statements | |
| Other information |
for the principles of the composition of the Nomination Committee.
Prior to the 2015 Annual General Meeting, the Nomination Committee comprised the following members: Tomas Billing (Nomination Committee Chairman), Nordstjernan; Fredrik Palmstierna, Latour; Evert Carlsson, Swedbank Robur funds and Torbjörn Magnusson, If Skadeförsäkring and, following a decision by the other members of the Nomination Committee, the Chairman of the Board Johan Molin. The members of the Nomination Committee represented approximately 53 per cent of the shares and votes in the company. No remuneration is paid to the Committee members.
The Nomination Committee held four minuted meetings prior to the 2015 Annual General Meeting. Based on the company's strategy and priorities, the Nomination Committee's work included an evaluation of the results of the Board of Directors' own evaluation, its size and composition and the election of an auditor.
The Nomination Committee's proposals prior to the 2015 Annual General Meeting are incorporated in the notice of the Annual General Meeting, which was published on Nobia's website on 13 March. Proposed new principles for the composition of the Nomination Committee and the Nomination Committee's explanatory statement for proposing the election of the Board of Directors and so forth are also included.
Shareholders are welcome to contact the Nomination Committee and submit proposals via post to Nobia AB, Valberedningen, Box 70376, SE-107 24 Stockholm, Sweden.
In accordance with Nobia's Articles of Association, the Board is, to the extent appointed by the General Meeting, to comprise not fewer than three and not more than nine members, with not more than three deputy members. The 2014 Annual General Meeting resolved that the Board was to comprise eight members with no deputy members. The Board also includes two members, with two deputy members, who are appointed by employees' organisation in accordance with the Swedish Board Representation (Private Sector Employees) Act. The Code also contains certain requirements regarding the composition of the Board of Directors. The Board is to have an appropriate composition with respect to the company's operations, stage of development, strategy and other circumstances, and be characterised by diversity and breadth in terms of the competencies, experience and background of the Board members elected by the Annual General Meeting. Efforts are to be made to achieve an even gender distribution. Furthermore, a majority of the Board members elected by the Annual General Meeting are to be independent in relation to the company and company management. At least two of these Board members are also to be independent in relation to the company's largest shareholders. Nobia's Board of Directors fulfils these requirements. The President is proposed as a member of the Board that is proposed to the 2015 Annual General Meeting. This has been the case in earlier years, except for 2010 when the then President decided to retire. Other executives in the company participate at Board meetings
Support functions Business units
to make presentations and to serve as secretary. The Board held nine scheduled meetings during the 2014 fiscal year.
The work of the Board of Directors follows a fixed agenda for each Board meeting, including such matters as business status, investments, budget, interim reports and annual accounts. The Chairman leads and delegates the work of the Board and ensures that matters not included in the fixed agenda are addressed. The Board's work is regulated by the rules of procedure adopted annually by the Board and by the instruction regarding the distribution of duties between the Board and the President. In 2014, the strategy of achieving the Group's operating margin target of 10 per cent continued to receive a great deal of focus in the Board of Directors' work. Issues relating to brands, innovation, range and supply chain were key components of these efforts. The focus remained targeted to efficiency and growth. In parallel with offensive investments, potential acquisitions for generating profitable growth were evaluated during the year. The Board also worked on the divestment of Hygena, which was completed during the first quarter of 2015. In the summer of 2014, the Board visited Nobia in Norway. The Board members are presented on pages 40–41. Attendance at Board meetings is shown in the table on page 38.
The work of the Board in 2014 was evaluated by all Board members completing a number of questions specifically related to the Board's work. The members' responses were compiled and subsequently presented and discussed by the Board. The Board decided that the same evaluation method would be employed for the forthcoming year. The Board also evaluates the President on an ongoing basis throughout the year.
The Board does not have a separate Audit Committee. Instead, control issues to be discussed by such a Committee are managed by the Board in its entirety, except for the President who does not participate in these issues. Accordingly, the Board can monitor significant issues regarding the company's financial reporting and its internal control, and risk management of financial issues. The same applies to significant issues related to the audit of the annual report and consolidated financial statements and the impartiality and independence of the auditors. To ensure that the Board's information requirements are met in this respect, the company's auditors report to the Board at least three times a year. Part of the auditors' presentation of information to the Board takes place in the absence of the company's executives. The form in which these reports are to be prepared is
documented in the Board's rules of procedure. Furthermore, the Board assists in the preparation of the Nomination Committee's proposals for the Annual General Meeting's decision regarding the election of auditors.
One occasion is primarily devoted to the planning of the year's audit. In the hard-close audit at the end of September, the company's processes for internal control are also addressed. Finally, reporting is received in conjunction with the adoption of the annual accounts. In addition, the auditors also present an annual account of the consulting assignments that have been performed by the audit firm.
In April 2014, the auditors presented and discussed the focus and scope of the audit, which also took particular consideration of the risk perspective regarding internal control. At the meeting in October, the auditors reported on the results of the audit of internal control, which analysed the results of the self-assessment of the internal control that the Group's business units perform every year, and reported on the IT audit performed. Also at this meeting, the auditors presented their observations from the hard-close audit. The examination of the annual accounts for 2014 was presented at the Board meeting in February 2015.
In 2014, the Group's CFO served as the Board of Directors' secretary.
The Board appoints a Remuneration Committee from within its ranks, which for the period from the 2014 Annual General Meeting until the 2015 Annual General Meeting comprised Johan Molin (Chairman), Fredrik Palmstierna and Nora Førisdal Larssen. The Committee's task is to prepare proposals to the Board relating to the remuneration and
employment terms for the President. The Committee also has the task of making decisions on the President's proposals regarding remuneration and other employment terms for the managers who report to the President. Furthermore, the Committee submits proposals to the Annual General Meeting regarding principles for remuneration and other employment terms for senior executives and monitors and evaluates the ongoing schemes for variable remuneration to senior executives, and the schemes concluded during the year, and the implementation of the Annual General Meeting's decision on guidelines for remuneration to senior executives. The Committee held three meetings during the year.
The members of Group management receive both fixed and variable remuneration. The fundamental principle is that the variable salary portion may amount to a maximum of 30 per cent of fixed annual salary. The exception to this principle is the President whose variable salary portion may amount to a maximum of 50 per cent of fixed annual salary. Exceptions may also be made for other senior executives following a decision by the Board. The variable salary portion is normally divided between several targets, for example, the Group's earnings, earnings in the business unit for which the manager is responsible and individual/quantitative targets. The variable salary portion is based on a period of service of one year. The targets for the President are determined by the Board. The targets for the other senior executives are established by the President following recommendations by the Board's Remuneration Committee.
In the period 2005–2011, Nobia implemented annual employee share option schemes for
senior managers. These schemes encompassed about 100–200 managers and employees every year. The Remuneration Committee's follow-ups and monitoring of the Group's former employee share option schemes indicated a need for certain structural changes. The 2012 Annual General Meeting resolved to introduce a new share-based scheme based on matching and performance shares ("Performance Share Plan 2012"). Unlike the former scheme, this Plan also required that participants acquire shares in Nobia. A resolution was made at the 2013 and 2014 Annual General Meetings to introduce new long-term share-based remuneration schemes ("Performance Share Plan 2013 and Performance Share Plan 2014") based on the same principles of the Performance Share Plan 2012 The remuneration schemes are described in more detail in the Financial overview of the Board of Directors' Report on pages 28–32. The remuneration and benefits of senior executives are described in Note 4 on pages 64–68.
The President and Group management, see pages 42–43, hold regular Group management meetings. In addition, the President and the CFO meet the management team of each commercial business unit three times per year at local management team meetings.
KPMG AB was elected as the company's auditor at the 2014 Annual General Meeting for a mandate period of one year until the conclusion of the 2015 Annual General Meeting. Nobia's Auditor-in-Charge, Helene Willberg, left her assignment at the Meeting due to the rotation rules of the Swedish Companies Act. George Pettersson was elected
| Board meetings, | Remuneration Committee, | Board member | ||||||
|---|---|---|---|---|---|---|---|---|
| 9 meetings in total | 3 meetings in total | Born | since | Nationality | Independence | |||
| Johan Molin | Chairman | 9 | 3 | 1959 | 2010 | Swedish | Not independent1) | |
| Morten Falkenberg | President and CEO | 9 | 1958 | 2011 | Danish | Not independent2) | ||
| Lilian Fossum Biner | Board member | 9 | 1962 | 2012 | Swedish | Independent | ||
| Nora Førisdal Larssen Board member | 9 | 3 | 1965 | 2011 | Norwegian | Not independent1) | ||
| Stefan Jacobsson3) | Board member | 8 | 1952 | 2014 | Swedish | Independent | ||
| Thore Olsson | Board member | 9 | 1943 | 2007 | Swedish | Independent | ||
| Fredrik Palmstierna | Board member | 9 | 3 | 1946 | 2006 | Swedish | Not independent1) | |
| Ricard Wennerklint3) | Board member | 8 | 1969 | 2014 | Swedish | Not independent1) | ||
| Per Bergström | Employee representative | 9 | 1960 | 2000 | Swedish | |||
| Marie Ströberg | Employee representative | 5 | 1973 | 2007 | Swedish | |||
| Patrik Falck4) | Employee representative | 8 | 1965 | 2011 | Swedish | |||
| Terese Asthede4) | Employee representative | 7 | 1971 | 2013 | Swedish | |||
1) In relation to major shareholders
4) Deputy
3) New Board member from 9 April 2014
2) President
new Auditor-in-Charge. The Nomination Committee's proposals for auditing firm and Auditor-in-Charge prior to the 2015 Annual General Meeting were presented in the notice of the Annual General Meeting, which was published on Nobia's website on 13 March. The interaction of the auditors with the Board is described above. Nobia's purchases of services from this firm in, in addition to audit assignments, are described in Note 6 on page 69.
The Board of Directors is responsible for the internal control of the company in accordance with the Swedish Companies Act and the Code. This description has been prepared in accordance with Chapter 6, Section 6, second paragraph, second point of the Swedish Annual Accounts Act, and is thereby limited to the internal control and risk management of the financial reporting. The description of the Group's internal control and risk management systems also includes the description of the company's systems.
The structure of Nobia is organised so that the first stage of the value chain, sourcing/ purchasing, production and logistics have Group-wide management functions. The main task of these operating units is to capitalise on opportunities for economies of scale within each area. The commercial units are responsible for developing Nobia's sales channels and brands in line with Nobia's strategy.
The basis for the internal control of finan-
cial reporting is the control environment that comprises the company's organisation, decision-making procedures, authority and responsibility, as documented and communicated in governing documents such as internal policies, guidelines, manuals and codes. Examples include the division of responsibility between the Board on one hand and the President and other bodies established by the Board on the other, instructions for authorisation, and instructions for accounting and reporting.
Documentation concerning the principles and forms for reporting, internal governance, control and monitoring is compiled in Nobia's Financial & Accounting Manual, which is available to all relevant employees on Nobia's intranet.
Each unit manager is responsible for ensuring effective internal control, and the financial manager of each unit is responsible for monitoring and ensuring compliance with Nobia's accounting procedures and principles. These are documented in the aforementioned manual. All financial managers from the various units meet once a year to discuss various topics relevant to financial reporting.
The Group has methods for risk assessment and risk management to ensure that the risks to which the Group is exposed are managed within the established frameworks. The risks identified concerning financial reporting are managed in the Group's control structure and are continuously monitored and assessed. One of the tools for this purpose is self-assessments, which are conducted annually by local management teams and evaluated according to established procedures. Risk assessments are described in more detail on pages 33–35.
The Group has established information and communication channels in order to support the completeness and accuracy of the financial reporting, for example, through governing documents in the form of internal policies, guidelines, manuals and codes regarding the financial reporting applied by relevant personnel.
The Group monitors compliance with these governing documents and measures the efficiency of control structures.
In addition, the Group's information and communication channels are monitored to ensure that these channels are appropriate for the financial reporting. Furthermore, the Group has developed checklists to ensure compliance with the disclosure requirements in the financial statements.
The outcome of the Group's risk assessment and risk management processes is addressed each year by the Board, which ensures that these processes include all material areas and provide balanced guidelines for the various executives.
The Board receives periodic financial reports and each Board meeting addresses the company's and Group's financial position.
The Group's internal control function, which is an integrated part of the central finance function, monitored viewpoints that emerged during the year from the internal control self-assessment at some of the larger units.
Nobia does not currently have an internal audit function. The Board has discussed this matter and found the existing monitoring and assessment structure of the Group to be satisfactory. External services may also be engaged in the context of certain special examinations. This decision is reviewed annually.
Overview of governance at Nobia
Born 1959.
B.Sc. Business Administration. President and CEO of ASSA ABLOY. Chairman of the Board since 2011. Board member since 2010. Dependent in relation to major shareholders.
Board assignments: Board member of ASSA ABLOY. Previous employment: CEO of Nilfisk-Advance and Head of
Division at Atlas Copco. Holding in Nobia: 283,051 shares.
Born 1962. B.Sc. Business Administration. Board member since 2012. Independent.
Board assignments: Board member of Oriflame, Thule, Givaudan, LE Lundbergföretagen and a-connect AG.
Previous employment: Vice President and CFO of Axel Johnsson, Senior Vice President and HR Director at Electrolux. Holding in Nobia: 6,000 shares.
Born 1958.
B.Sc. Business Administration. President and CEO of Nobia. Board member since 2011.
Board assignments: Board member of Velux Group.
Previous employment: Executive Vice President and Head of Floor Care and Small Appliances at Electrolux, senior positions at TDC Mobile and the Coca-Cola Company.
Holding in Nobia: 467,188 shares (private and occupational pension) and 70,000 employee share options. Holding in related companies: –
Born 1943. President of Elimexo. Board member since 2007. Independent.
Board assignments: Chairman of Thomas Frick and Friskvårdscenter AB. Board member of Bastec AB, Tretorn, Cobra Inc., Elite Hotels AB and Puma SE.
Previous employment: President and CEO of Aritmos with wholly owned companies ABU-Garcia, Etonic Inc., Monark-Crescent, Stiga, Tretorn and Puma AG (84%). President of Trianon, Etonic Inc. and Tretorn. CEO of Tretorn. Holding in Nobia: 70,000 shares.
B.Sc. Business Economics, MBA. Senior Investment Manager at Nordstjernan. Board member since 2011. Dependent in relation to major shareholders Board assignments: Chairman of Etac and Emma S, Board member of Ekornes and Filippa K. Previous employment: Product Line manager at Electrolux and Partner in McKinsey & Co. Holding in Nobia: 5,000 shares.
Born 1946.
B.Sc. Business Economics, MBA. Board member since 2006. Dependent in relation to major
shareholders Board assignments: Chairman of Investment AB Latour. Board member of Securitas, Hultafors, Fagerhult, Academic Work and the Viktor Rydberg Schools Foundation. Holding in Nobia: 371,000 shares.
Born 1969. Deputy CEO of If Skadeförsäkring and member of Sampo Group Executive Committee. Board member since 2014. Dependent in relation to major shareholders. Previous employment: CFO of If Skadeförsäkring. Holding in Nobia: 5,000 shares.
Born 1973. Employee representative since 2007. Employed at Nobia Svenska Kök since 2007. Holding in Nobia: –
Born 1952. Board member since 2014. Independent. Board assignments: Chairman of Thule Group AB and Woody Bygghandel AB and Board member of Etac AB. Previous employment: CEO of Puma AG, NFI Corp., ABU/Garcia AB and Tretorn AB.
Holding in Nobia: –
Born 1965. Deputy Board member Employee representative since 2011. Employed at Nobia Production Sweden since 1986. Holding in Nobia: –
Employee representative since 2000. Employed at Nobia Production Sweden since 1976. Board assignments: Board member of Tidaholms Energi AB and Elnät AB.
Holding in Nobia: –
Born 1971. Deputy Board member Employee representative since 2013. Employed at Nobia Svenska Kök since 2006. Holding in Nobia: –
KPMG AB
Auditor-in-Charge, Authorised Public Accountant
George Pettersson
Other audit assignments: Addtech, Kungsleden, Sandvik and Skanska.
Born 1958. B.Sc. Business Administration. President and CEO. Employed at Nobia since 2010.
Board assignments: Board member of Velux Group.
Previous employment: Executive Vice President and Head of Floor Care and Small Appliances at Electrolux, senior positions at TDC Mobile and the Coca-Cola Company.
Holding in Nobia: 467,188 shares (private and occupational pension) and 70,000 employee share options.
Holding in related companies: –
Born 1967.
Executive Vice President, Central Europe region and Head of Ewe/ FM.
Employed at Nobia sedan 2007. Previous employment: Management positions at IKEA Austria. Holding in Nobia: 864 shares and 25,000 employee share options.
Born 1958. CFO. Employed at Nobia since 2010. Previous employment: Group controller at Electrolux. Holding in Nobia: 34,314 shares
and 50,000 employee share
Born 1968.
options.
Executive Vice President, Nordic region and Head of Commercial Denmark.
Employed at Nobia since 2008. Previous employment: Senior sales positions at HTH Køkkener A/S, Actona Company A/S, Bøg Madsen A/S and Gasa Aarhus A/S. Holding in Nobia: 1,711 shares.
Born 1965. Executive Vice President, UK Region and Head of Magnet. Employed at Magnet since 1984. Previous employment: Management positions at Magnet. Holding in Nobia: 28,301 shares and 50,000 employee share options.
Born 1971.
Executive Vice President, Supply Chain Operations.
Employed at Nobia since 2008. Previous employment: Head of Supply Chain at HTH Køkkener A/S, Gumlink A/S, Dandy A/S, Arriva Scandinavia A/S and Bodilsen A/S.
Holding in Nobia: 1,670 shares and 20,000 employee share options.
Born 1965.
Executive Vice President, Sourcing and Product Management. Employed at Nobia since 2012. Previous employment: Leading positions at Howdens Joinery and MFI Group.
Holding in Nobia: 5,145 shares.
Born 1977. Executive Vice President, Brand Portfolio and Innovation. Employed at Nobia since 2014. Previous employment: Senior positions in innovation and marketing at Electrolux and Pernod Ricard. Holding in Nobia: 1,522 shares.
Born 1965. Executive Vice President and Head of Commercial Sweden. Employed at Nobia since 2009. Previous employment: Leading positions at Marbodal, Kvik, Sportex, Rusta, IKEA and Jysk. Holding in Nobia: 4,885 shares and 20,000 employee share options.
Born 1974. Executive Vice President, Digital and Media Strategy. Employed at Nobia since 2012. Previous employment: Senior positions in marketing and innovation at Electrolux. Holding in Nobia: 8,977 shares.
Born 1966. Executive Vice President and Head of Commercial Norway. Employed at Nobia since 2004. Previous employment: Leading positions at Nobia Norway, Norema and Sigdal Kjøkken. Holding in Nobia: 7,525 shares.
Born 1960. Executive Vice President, HR Director. Employed at Nobia since 2003. Previous employment: Senior HR positions at the Skanska Group. Holding in Nobia: 9,384 shares and 30,000 employee share options.
Born 1974. Executive Vice President and Head of Commercial Finland. Employed at Nobia since 2012. Previous employment: Senior positions in sales and marketing at IDO Badrum and Pukkila. Holding in Nobia: –
| Consolidated income statement | 45 | |
|---|---|---|
| Consolidated statement of comprehensive income | 46 | |
| Comments and analysis of income statement | 47 | |
| Consolidated balance sheet | 49 | |
| Comments and analysis of balance sheet | 50 | |
| Change in consolidated shareholders' equity | 51 | |
| Consolidated cash-flow statement and comments | 52 | |
| Parent Company income statement and balance sheet | 53 | |
| Parent Company change in shareholders' equity | 54 | |
| Note 1 Significant accounting policies | 55 | |
| 2 Financial risks | 60 | |
| 3 Operating segments | 63 | |
| 4 Costs for employee benefits and remuneration to senior executives |
64 | |
| 5 Average number of employees | 68 | |
| 6 Remuneration to auditors | 69 | |
| 7 Depreciation and impairment losses by activity | 69 | |
| 8 Other operating income | 69 | |
| 9 Other operating expenses | 69 | |
| 10 | Specification by type of costs | 69 |
| 11 | Operational leasing agreements | 69 |
| 12 | Financial income and expenses | 69 |
| 13 | Tax on net profit for the year | 70 |
| 14 | Intangible assets | 70 |
| 15 | Tangible fixed assets | 71 |
| 16 | Financial fixed assets | 72 |
| 17 | Shares and participations in subsidiaries | 73 |
| 18 | Derivative instruments | 74 |
| 19 | Prepaid expenses and accrued income | 74 |
| 20 | Cash and cash equivalents | 75 |
| 21 | Share capital | 75 |
| 22 | Reserves in shareholders' equity | 75 |
| 23 | Earnings per share | 75 |
| 24 | Dividend | 76 |
| 25 | Provisions for pensions | 76 |
| 26 | Deferred tax | 78 |
| 27 | Other provisions | 79 |
| 28 | Liabilities to credit institutions | 79 |
| 29 | Accrued expenses and deferred income | 79 |
| 30 | Financial assets and liabilities | 80 |
| 31 | Pledged assets, contingent liabilities and commitments |
81 |
| 32 | Discontinued operations | 81 |
| 33 | Assets held for sale | 82 |
| 34 | Company acquisitions | 82 |
| 35 | Related-party transactions | 83 |
| 36 | Events after the closing date | 83 |
| SEK m | Note | 2013 | 2014 |
|---|---|---|---|
| Net sales | 3 | 11,773 | 12,392 |
| Cost of goods sold | 4, 7, 10, 11, 25 | –6,949 | –7,275 |
| Gross profit | 4,824 | 5,117 | |
| Selling expenses | 4, 7, 10, 11, 25 | –3,475 | –3,929 |
| Administrative expenses | 4, 6, 7, 10, 11, 25 | –688 | –778 |
| Other operating income | 8 | 76 | 63 |
| Other operating expenses | 9 | –83 | –61 |
| Operating profit | 654 | 412 | |
| Financial income | 12 | 13 | 12 |
| Financial expenses | 12 | –107 | –90 |
| Profit after financial items | 560 | 334 | |
| Tax on net profit for the year | 13, 26 | –195 | –344 |
| Net profit/loss for the year from continuing operations | 365 | –10 | |
| Loss from discontinued operations, net after tax | 32 | –15 | –17 |
| Net profit/loss for the year | 350 | –27 | |
| Net profit/loss for the year attributable to: | |||
| Parent Company shareholders | 351 | –28 | |
| Non-controlling interests | –1 | 1 | |
| Net profit/loss for the year | 350 | –27 | |
| Earnings per share, before dilution, SEK1) | 23 | 2.10 | –0.17 |
| Earnings/loss per share, after dilution, SEK1) | 23 | 2.10 | –0.17 |
| Earnings/loss per share from continuing operations, before dilution, SEK | 23 | 2.19 | –0.06 |
| Earnings/loss per share from continuing operations, after dilution, SEK | 23 | 2.19 | –0.06 |
| Number of shares before dilution2) | 23 | 167,131,158 | 167,526,158 |
| Average number of shares before dilution2) | 23 | 167,131,158 | 167,334,491 |
| Number of shares after dilution2) | 23 | 167,351,279 | 167,526,158 |
| Average number of shares after dilution2) | 23 | 167,309,523 | 167,334,491 |
1) Earnings/loss per share attributable to Parent Company shareholders.
2) Shares outstanding, less bought-back shares.
| SEK m | Note | 2013 | 2014 |
|---|---|---|---|
| Net profit/loss for the year | 350 | –27 | |
| Other comprehensive income | |||
| Items that may be reclassified subsequently to profit or loss | |||
| Exchange-rate differences attributable to translation of foreign operations | 22 | 109 | 369 |
| Cash-flow hedges before tax | 22 | 4 | –5 |
| Tax attributable to hedging reserve for the period | 22 | –1 | 1 |
| Items that will not be reclassified to profit or loss | |||
| Remeasurements of defined-benefit pension plans | 25 | 150 | –202 |
| Tax attributable to remeasurements of defined-benefit pension plans | –37 | 41 | |
| 113 | –161 | ||
| Other comprehensive income for the year | 225 | 204 | |
| Total comprehensive income for the year | 575 | 177 | |
| Total comprehensive income for the year attributable to: | |||
| Parent Company shareholders | 576 | 176 | |
| Non-controlling interests | –1 | 1 | |
| Total comprehensive income for the year | 575 | 177 |
Financial statements 2014 Annual Report The year and operations Board of Directors' Report Financial statements
Other information
Net sales rose 5 per cent to SEK 12,392 million (11,773). For comparable units and adjusted for currency effects, the change in net sales was 0 per cent. The relationship is shown in the table below.
| 2014 | 2014 | |||||
|---|---|---|---|---|---|---|
| Analysis of net sales, % | I | II | III | IV | % | SEK m |
| 2013 | 11,773 | |||||
| Organic growth | 3 | –3 | –3 | 3 | 0 | –11 |
| – of which UK region1) | 2 | –2 | 2 | 1 | 1 | 35 |
| – of which Nordic region1) | 6 | –2 | –3 | 6 | 2 | 85 |
| – of which Continental Europe region1) | –1 | –5 | –12 | –1 | –5 | –131 |
| Currency effect | 3 | 5 | 8 | 6 | 6 | 675 |
| Divested operations2) | –3 | –1 | 0 | 0 | –1 | –102 |
| Acquired operations3) | – | – | – | 2 | 0 | 57 |
| 2014 | 3 | 2 | 5 | 11 | 5 | 12,392 |
1) Organic growth for each organisational region.
2) Pertains to the sale of Optifit on 1 May 2013.
3) Pertains to the acquisition of Rixonway Kitchens, which was consolidated on 1 November 2014.
| UK | Nordic | Continental | Group-wide and | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| region | region | Europe region | eliminations | Group | ||||||
| SEK m | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Net sales from external customers | 4,055 | 4,590 | 5,027 | 5,213 | 2,691 | 2,589 | – | 11,773 | 12,392 | |
| Net sales from other regions | 85 | 112 | 1 | 2 | 4 | 2 | –90 | –116 | – | – |
| Total net sales | 4,140 | 4,702 | 5,028 | 5,215 | 2,695 | 2,591 | –90 | –116 | 11,773 | 12,392 |
| Gross profit excluding restructuring costs | 1,652 | 1,922 | 2,048 | 2,112 | 1,105 | 1,123 | 19 | 17 | 4,824 | 5,174 |
| Gross margin excluding restructuring costs, % | 39.9 | 40.9 | 40.7 | 40.5 | 41.0 | 43.3 | – | – | 41.0 | 41.8 |
| Operating profit/loss excluding | ||||||||||
| restructuring costs | 247 | 348 | 633 | 666 | –47 | –11 | –143 | –158 | 690 | 845 |
| Operating margin excluding restructuring costs, % | 6.0 | 7.4 | 12.6 | 12.8 | –1.7 | –0.4 | – | – | 5.9 | 6.8 |
| Operating profit | 247 | 265 | 633 | 660 | –83 | –19 | –143 | –494 | 654 | 412 |
| Operating margin, % | 6.0 | 5.6 | 12.6 | 12.7 | –3.1 | –0.7 | – | – | 5.6 | 3.3 |
Depreciation/amortisation and impairment of fixed assets for the year amounted to SEK 722 million (390).
| Total restructuring costs | –36 | –433 |
|---|---|---|
| Restructuring costs per region | ||
| UK | – | –832) |
| Nordic | – | –6 |
| Continental Europe | –36 | –8 |
| Group-wide and eliminations – of which impairment of goodwill in Hygena |
– – |
–336 –328 |
1) Pertains to costs that impact operating profit. Restructuring costs that impact profit after tax amounted to SEK 564 million. 2) Impairment amounts to SEK 17 million and pertains to kitchen displays.
47
| Translation effect | Transaction effect | Total effect | ||||||
|---|---|---|---|---|---|---|---|---|
| 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | |||
| UK region | –10 | 35 | –25 | 25 | –35 | 60 | ||
| Nordic region | –10 | 15 | –10 | –75 | –20 | –60 | ||
| Continental Europe region | 0 | 0 | –5 | 10 | –5 | 10 | ||
| Group | –20 | 50 | –40 | –40 | –60 | 10 | ||
| Quarterly data per region | ||||||||
| 2013 | 2014 | |||||||
| I | II | III | IV | I | II | III | IV | |
| Net sales, SEK m | ||||||||
| UK | 991 | 1,086 | 1,034 | 1,029 | 1,099 | 1,173 | 1,208 | 1,222 |
| Nordic | 1,200 | 1,449 | 1,104 | 1,275 | 1,262 | 1,448 | 1,123 | 1,382 |
| Continental Europe | 622 | 756 | 685 | 632 | 561 | 724 | 647 | 659 |
| Group-wide and eliminations | –9 | –29 | –25 | –27 | –25 | –31 | –28 | –32 |
| Group | 2,804 | 3,262 | 2,798 | 2,909 | 2,897 | 3,314 | 2,950 | 3,231 |
| Gross profit excluding restructuring costs, SEK m | ||||||||
| UK | 394 | 429 | 407 | 422 | 444 | 477 | 505 | 496 |
| Nordic | 476 | 612 | 439 | 521 | 503 | 599 | 457 | 553 |
| Continental Europe | 240 | 300 | 288 | 277 | 226 | 312 | 299 | 286 |
| Group-wide and eliminations | 8 | 3 | 5 | 3 | 3 | 6 | 5 | 3 |
| Group | 1,118 | 1,344 | 1,139 | 1,223 | 1,176 | 1,394 | 1,266 | 1,338 |
| Gross margin excluding restructuring costs, % | ||||||||
| UK | 39.8 | 39.5 | 39.4 | 41.0 | 40.4 | 40.7 | 41.8 | 40.6 |
| Nordic | 39.7 | 42.2 | 39.8 | 40.9 | 39.9 | 41.4 | 40.7 | 40.0 |
| Continental Europe | 38.6 | 39.7 | 42.0 | 43.8 | 40.3 | 43.1 | 46.2 | 43.4 |
| Group | 39.9 | 41.2 | 40.7 | 42.0 | 40.6 | 42.1 | 42.9 | 41.4 |
| Operating profit/loss excluding restructuring | ||||||||
| costs, SEK m | ||||||||
| UK | 32 | 77 | 65 | 73 | 51 | 103 | 108 | 86 |
| Nordic | 111 | 224 | 136 | 162 | 128 | 207 | 138 | 193 |
| Continental Europe | –48 | –10 | 9 | 2 | –39 | 0 | 18 | 10 |
| Group-wide and eliminations | –33 | –42 | –30 | –38 | –43 | –35 | –31 | –49 |
| Group | 62 | 249 | 180 | 199 | 97 | 275 | 233 | 240 |
| Operating margin excluding restructuring costs, % | ||||||||
| UK | 3.2 | 7.1 | 6.3 | 7.1 | 4.6 | 8.8 | 8.9 | 7.0 |
| Nordic | 9.3 | 15.5 | 12.3 | 12.7 | 10.1 | 14.3 | 12.3 | 14.0 |
| Continental Europe | –7.7 | –1.3 | 1.3 | 0.3 | –7.0 | 0.0 | 2.8 | 1.5 |
| Group | 2.2 | 7.6 | 6.4 | 6.8 | 3.3 | 8.3 | 7.9 | 7.4 |
| Operating profit, SEK m | ||||||||
| UK | 32 | 77 | 65 | 73 | 51 | 103 | 108 | 3 |
| Nordic | 111 | 224 | 136 | 162 | 128 | 207 | 138 | 187 |
| Continental Europe | –48 | –46 | 9 | 2 | –39 | 0 | 18 | 2 |
| Group-wide and eliminations | –33 | –42 | –30 | –38 | –43 | –35 | –357 | –59 |
| Group | 62 | 213 | 180 | 199 | 97 | 275 | –93 | 133 |
| Operating margin, % | ||||||||
| UK | 3.2 | 7.1 | 6.3 | 7.1 | 4.6 | 8.8 | 8.9 | 0.2 |
| Nordic | 9.3 | 15.5 | 12.3 | 12.7 | 10.1 | 14.3 | 12.3 | 13.5 |
| Continental Europe | –7.7 | –6.1 | 1.3 | 0.3 | –7.0 | 0.0 | 2.8 | 0.3 |
| Group | 2.2 | 6.5 | 6.4 | 6.8 | 3.3 | 8.3 | –3.2 | 4.1 |
Financial statements 2014 Annual Report The year and operations Board of Directors' Report Financial statements
Other information
| SEK m | Note | 31 Dec 2013 31 Dec 2014 | |
|---|---|---|---|
| ASSETS | |||
| Intangible assets | 14 | ||
| Goodwill | 2,153 | 2,278 | |
| Other intangible assets | 176 | 158 | |
| 2,329 | 2,436 | ||
| Tangible fixed assets | 15 | ||
| Land and buildings | 784 | 816 | |
| Investments in progress and advance payments |
13 | 34 | |
| Machinery and other | |||
| technical equipment | 725 | 543 | |
| Equipment, tools, fixtures and fittings | 354 | 279 | |
| 1,876 | 1,672 | ||
| Interest-bearing long-term receivables (IB) | 16 | 6 | 7 |
| Other long-term receivables | 16 | 49 | 28 |
| Deferred tax assets | 26 | 410 | 303 |
| Total fixed assets | 4,670 | 4,446 | |
| Inventories | |||
| Raw materials and consumables | 261 | 272 | |
| Products in progress | 69 | 77 | |
| Finished products | 373 | 415 | |
| Goods for resale | 146 | 89 | |
| 849 | 853 | ||
| Current receivables | |||
| Tax assets | 91 | 17 | |
| Accounts receivable | 2 | 949 | 1 091 |
| Derivative instruments | 2,18 | 10 | 20 |
| Interest-bearing current receivables (IB) | 2 | 1 | |
| Other receivables | 2 | 91 | 118 |
| Prepaid expenses and | |||
| accrued income | 19 | 230 | 247 |
| Assets held for sale | 33 | 15 | 592 |
| 1,388 | 2,086 | ||
| Cash and cash equivalents (IB) | 20 | 278 | 470 |
| Total current assets | 2,515 | 3,409 | |
| Total assets | 7,185 | 7,855 | |
| Of which interest-bearing items (IB) | 286 | 478 | |
| SEK m | Note | 31 Dec 2013 31 Dec 2014 | |
|---|---|---|---|
| SHAREHOLDERS' EQUITY AND LIABILITIES |
|||
| Attributable to Parent Company shareholders |
|||
| Share capital | 21 | 58 | 58 |
| Other contributed capital | 1,463 | 1,470 | |
| Reserves | 22 | –366 | 7 |
| Profit brought forward | 1,999 | 1,656 | |
| 3,154 | 3,191 | ||
| Non-controlling interests | 4 | 5 | |
| Total shareholders' equity | 3,158 | 3,196 | |
| Provisions for guarantees | 11 | 12 | |
| Provisions for pensions (IB) | 25 | 654 | 869 |
| Deferred tax liabilities | 26 | 162 | 143 |
| Other provisions | 27 | 198 | 147 |
| Liabilities to credit institutions (IB) | 2, 28 | 806 | 804 |
| Other liabilities (IB) | 2 | 0 | 7 |
| Total long-term liabilities | 1,831 | 1,982 | |
| Liabilities to credit institutions (IB) | 2, 28 | 1 | 1 |
| Overdraft facilities (IB) | 2, 20 | 0 | 0 |
| Other liabilities (IB) | 2 | 1 | 3 |
| Advance payments from customers | 209 | 179 | |
| Accounts payable | 2 | 860 | 1,053 |
| Current tax liabilities | 87 | 85 | |
| Derivative instruments | 2, 18 | 7 | 24 |
| Other liabilities | 2 | 341 | 365 |
| Accrued expenses and deferred income |
29 | 688 | 607 |
| Liabilities attributable to assets held for sale |
33 | 2 | 360 |
| Total current liabilities | 2,196 | 2,677 | |
| Total shareholders' equity | |||
| and liabilities | 7,185 | 7,855 | |
Information on consolidated pledged assets and contingent liabilities is provided in Note 31 on page 81.
Of which interest-bearing items (IB) 1,462 1,684
Information on goodwill, including comments, is provided in Note 14 on page 70.
Net debt increased to SEK 1,206 million (1,176) at the end of the period. A positive operating cash flow of SEK 779 million reduced net debt. The increase in net debt derived from acquisition of operations with a total effect of SEK 361 million, remeasurements of defined-benefit pension plans of SEK 195 million, interest paid of SEK 37 million, change in pension liabilities of SEK 40 million and dividends of SEK 167 million. The debt/equity ratio amounted to 38 per cent at the end of the year (37 per cent at the beginning of the year). The change in net debt is shown in the table below.
| Group | ||
|---|---|---|
| SEK m | 2013 | 2014 |
| Opening balance | 1,707 | 1,176 |
| Acquisition of operations | – | 361 |
| Divestment of operations | 38 | 16 |
| Translation differences | 1 | 14 |
| Operating cash flow | –601 | –779 |
| Interest | 54 | 37 |
| Remeasurements of defined-benefit pension plans |
–150 | 195 |
| Change in pension liabilities | 43 | 40 |
| Dividend | 84 | 167 |
| Sale of bought-back shares | – | –21 |
| Closing balance | 1,176 | 1,206 |
The components of net debt are shown in the table below.
| Group | |||||
|---|---|---|---|---|---|
| SEK m | 2013 | 2014 | |||
| Bank loans, etc. | 808 | 806 | |||
| Provisions for pensions | 654 | 869 | |||
| Leasing | – | 9 | |||
| Cash and cash equivalents | –278 | –470 | |||
| Other financial receivables | –8 | –8 | |||
| Total | 1,176 | 1,206 |
Financial statements 2014 Annual Report The year and operations Board of Directors' Report
Financial statements
Other information
| Attributable to Parent Company shareholders | ||||||||
|---|---|---|---|---|---|---|---|---|
| Exchange-rate differences attributable |
||||||||
| Other | to translation | Cash-flow | Profit | Total | ||||
| Share | contributed | of foreign | hedges after | brought | Non-control | shareholders' | ||
| SEK m | capital | capital | operations | tax | forward | Total | ling interests | equity |
| Opening balance, 1 January 2013 | 58 | 1,458 | –470 | 0 | 1,611 | 2,657 | 5 | 2,662 |
| Net profit/loss for the year | – | – | – | – | 351 | 351 | –1 | 350 |
| Other comprehensive income for the year |
– | – | 109 | 3 | 113 | 225 | 0 | 225 |
| Total comprehensive income for the year |
– | – | 109 | 3 | 464 | 576 | –1 | 575 |
| Dividend | – | – | – | – | –84 | –84 | – | –84 |
| Allocation of employee share option schemes |
||||||||
| and performance share plans | – | 5 | – | – | – | 5 | – | 5 |
| Closing balance, 31 December 2013 | 58 | 1,463 | –361 | 3 | 1,991 | 3,154 | 4 | 3,158 |
| Opening balance, 1 January 2014 | 58 | 1,463 | –361 | 3 | 1,991 | 3,154 | 4 | 3,158 |
| Net profit/loss for the year | – | – | – | – | –28 | –28 | 1 | –27 |
| Other comprehensive income for the year |
– | – | 369 | –4 | –161 | 204 | 0 | 204 |
| Total comprehensive income for the year |
– | – | 369 | –4 | –189 | 176 | 1 | 177 |
| Dividend | – | – | – | – | –167 | –167 | 0 | –167 |
| Allocation of employee share option schemes |
||||||||
| and performance share plans | – | 7 | – | – | – | 7 | – | 7 |
| Sale of bought-back shares | – | – | – | – | 21 | 21 | – | 21 |
| Closing balance, 31 December 2014 | 58 | 1,470 | 8 | –1 | 1,656 | 3,191 | 5 | 3,196 |
| SEK m | Note | 2013 | 2014 |
|---|---|---|---|
| Operating activities | |||
| Operating profit | 654 | 412 | |
| Depreciation/amortisation/impairment | 390 | 722 | |
| Other adjustments for non-cash items | 18 | 99 | |
| Income tax paid | –159 | –194 | |
| Change in inventories | 105 | –51 | |
| Change in operating receivables | –11 | –5 | |
| Change in operating liabilities | –166 | 68 | |
| Cash flow from operating activities | 831 | 1,051 | |
| Investing activities | |||
| Investments in tangible fixed assets | –227 | –257 | |
| Investments in intangible assets | –24 | –59 | |
| Sale of tangible fixed assets | 36 | 58 | |
| Interest received | 4 | 6 | |
| Increase/decrease in interest-bearing assets | –2 | 1 | |
| Other items in investing activities | –15 | –14 | |
| Acquisition of operations | 34 | – | –250 |
| Divestment of operations | –38 | –16 | |
| Cash flow from investing activities | –266 | –531 | |
| Operating cash flow before acquisitions/divestments of subsid iaries, interest, increase/decrease in interest-bearing assets |
601 | 779 | |
| Operating cash flow after acquisitions/divestments of subsidi aries, interest, increase/decrease in interest-bearing assets |
565 | 520 | |
| Financing activities | |||
| Interest paid | –58 | –43 | |
| Decrease in interest-bearing liabilities | –3181) | –1902) | |
| Sale of bought-back shares | – | 21 | |
| Dividend | –84 | –167 | |
| Cash flow from financing activities | –460 | –379 | |
| Cash flow for the year excluding exchange-rate differences in cash and cash equivalents |
105 | 141 | |
| Cash and cash equivalents at the beginning of the year | 171 | 278 | |
| Cash flow for the year | 105 | 141 | |
| Exchange-rate differences in cash and cash equivalents | 2 | 51 | |
| Cash and cash equivalents at year-end | 278 | 470 |
The cash flow from operating activities amounted to SEK 1,051 million (831). Working capital increased cash flow by SEK 12 million (decrease: 72) and was primarily attributable to higher current liabilities. Adjustments for non-cash items amounted to SEK 99 million (18) as specified in the table below.
| SEK m | 2013 | 2014 |
|---|---|---|
| Capital gains/losses on fixed assets |
–18 | –12 |
| Provisions | 37 | 19 |
| Other | –1 | 92 |
| Total | 18 | 99 |
Investments in fixed assets amounted to SEK 316 million (251).
Operating cash flow, that is, the cash flow after investments but excluding the acquisitions and divestments of operations, interest and increases/ decreases in interest-bearing assets, amounted to SEK 779 million (601).
1) Repayment of loans comprising SEK 130 million.
2) Repayment of loans comprising SEK 100 million.
Financial statements 2014 Annual Report The year and operations
Board of Directors' Report
Financial statements Other information
| SEK m | Note | 2013 | 2014 |
|---|---|---|---|
| Net sales | 77 | 118 | |
| Administrative expenses | 4, 6, 11, 25 | –167 | –238 |
| Other operating expenses | 8,9 | – | – |
| Operating profit | –90 | –120 | |
| Profit from participations in | |||
| Group companies | 12 | 244 | 312 |
| Financial income | 12 | 39 | 29 |
| Financial expenses | 12 | –80 | –68 |
| Profit after financial items | 113 | 153 | |
| Tax on net profit for the year | 13 | 0 | 1 |
| Net profit/loss for the year | 113 | 154 | |
| Parent Company statement of comprehensive income | |||
| SEK m | Note | 2013 | 2014 |
| Net profit/loss for the year | 113 | 154 | |
| Other comprehensive income for the year |
– | – | |
| Comprehensive income for the year | 113 | 154 | |
| Parent Company cash-flow statement | |||
| SEK m | Note | 2013 | 2014 |
| Operating activities | |||
| Operating profit | –90 | –120 | |
| Adjustments for non-cash items |
3 | 6 | |
| Dividend received | 12 | 244 | 312 |
| Interest received | 12 | 39 | 29 |
| Interest paid | 12 | –80 | –68 |
| Tax paid | 0 | 0 | |
| Cash flow from operating activities before changes in working capital |
116 | 159 | |
| Change in liabilities | –221 | 719 | |
| Change in receivables | 279 | –702 | |
| Cash flow from operating activities | 174 | 176 | |
| Investing activities | |||
| Provisions for pensions | 1 | 2 | |
| Cash flow from investing activities | 1 | 2 | |
| Financing activities | |||
| Dividend | –84 | –167 | |
| Decrease in item bought-back shares | 0 | 21 | |
| Cash flow from financing activities | –84 | –146 | |
| Cash flow for the year | 91 | 32 | |
| Cash and cash equivalents at the beginning of the year |
61 | 152 | |
| Cash flow for the year | 91 | 32 | |
| Cash and cash equivalents at year-end | 152 | 184 |
| SEK m | Note 31 Dec 2013 31 Dec 2014 | ||
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Financial fixed assets | |||
| Shares and participations in Group | |||
| companies | 16,17 | 2,231 | 2,234 |
| Other securities held as fixed assets | 0 | 0 | |
| Total fixed assets | 2,231 | 2,234 | |
| Current assets | |||
| Current receivables | |||
| Accounts receivable | 13 | 8 | |
| Receivables from Group companies | 2,501 | 3,195 | |
| Other receivables | 6 | 12 | |
| Prepaid expenses and accrued income | 19 | 47 | 54 |
| Cash and cash equivalents | 20 | 152 | 184 |
| Total current assets | 2,719 | 3,453 | |
| Total assets | 4,950 | 5,687 | |
| SHAREHOLDERS' EQUITY, PROVISIONS AND LIABILITIES |
|||
| Shareholders' equity | |||
| Restricted shareholders' equity | |||
| Share capital1) | 21 | 58 | 58 |
| Statutory reserve | 1,671 | 1,671 | |
| 1,729 | 1,729 | ||
| Non-restricted shareholders' equity | |||
| Share premium reserve | 52 | 52 | |
| Buy-back of shares | –468 | –447 | |
| Profit brought forward | 2,261 | 2,215 | |
| Net profit/loss for the year | 113 | 154 | |
| 1,958 | 1,974 | ||
| Total shareholders' equity | 3,687 | 3,703 | |
| Provisions for pensions | 25 | 11 | 13 |
| Long-term liabilities | |||
| Liabilities to credit institutions | 28 | 800 | 800 |
| Current liabilities | |||
| Liabilities to credit institutions | 0 | 0 | |
| Accounts payable | 14 | 22 | |
| Liabilities to Group companies | 406 | 1,110 | |
| Other liabilities | 4 | 2 | |
| Accrued expenses and | |||
| deferred income | 29 | 28 | 37 |
| Total current liabilities | 452 | 1,171 | |
| Total shareholders' equity, | |||
| provisions and liabilities | 4,950 | 5,687 | |
| Pledged assets | 31 | – | – |
| Contingent liabilities | 31 | 172 | 179 |
1) The number of shares outstanding was 167,526,158 (167,131,158).
| Total | ||||||
|---|---|---|---|---|---|---|
| Statutory | Share premium | Profit brought | shareholders' | |||
| SEK m | Share capital | reserve1) | reserve | Buy-back shares | forward | equity |
| Opening balance, 1 January 2013 | 58 | 1,671 | 52 | –468 | 2,340 | 3,653 |
| Net profit/loss for the year | – | – | – | – | 113 | 113 |
| Comprehensive income for the year | – | – | – | – | 113 | 113 |
| Dividend | – | – | – | – | –84 | –84 |
| Allocation of employee share option schemes and performance share plans |
– | – | – | – | 5 | 5 |
| Shareholders' equity, 31 December 2013 | 58 | 1,671 | 52 | –468 | 2,374 | 3,687 |
| Opening balance, 1 January 2014 | 58 | 1,671 | 52 | –468 | 2,374 | 3,687 |
| Net profit/loss for the year | – | – | – | – | 154 | 154 |
| Comprehensive income for the year | – | – | – | – | 154 | 154 |
| Dividend | – | – | – | – | –167 | –167 |
| Treasury shares, reissued | – | – | – | 21 | – | 21 |
| Allocation of employee share option schemes and performance share plans |
– | – | – | – | 8 | 8 |
| Shareholders' equity, 31 December 2014 | 58 | 1,671 | 52 | –447 | 2,369 | 3,703 |
1) Of the Parent Company statutory reserve, SEK 1,390 million (1,390) comprises contributed shareholders' equity.
Notes 2014 Annual Report The year and operations Board of Directors' Report Financial statements
Other information
Nobia's consolidated financial statements are prepared in accordance with International Financial reporting Standards, IFRS, as approved by the International Accounting Standards Board (IASB) as adopted by the European Union (EU). The Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Groups was also applied.
The Parent Company applies the same accounting policies as the Group except in the cases described below under the section entitled "Parent Company accounting policies." The Annual Report and the consolidated financial statements were approved for issue by the Board of Directors and President on 24 March 2015.
Assets and liabilities are recognised at historic acquisition value (cost), except for certain financial assets and liabilities and fixed assets held for sale. Financial assets and liabilities measured at fair value comprise derivative instruments. Fixed assets held for sale are recognised at the lower of the carrying amount and fair value, less selling expenses.
Receivables and liabilities and income and expenses are offset only if required or expressly permitted in an accounting recommendation.
The Parent Company's functional currency is Swedish kronor (SEK), which is also the presentation currency for the Parent Company and Group. Accordingly, the financial statements are presented in SEK. All amounts are stated in SEK million (SEK m), unless otherwise stated.
The most significant accounting policies stated below are applied consistently to all of the periods presented in the consolidated financial statements.
Preparing the financial statements in accordance with IFRS requires that company management make assessments, estimates and assumptions that affect the application of accounting policies and the recognised amounts of assets, liabilities, income and expenses. The actual outcome may differ from these estimates and assessments. Estimates and assumptions are regularly reviewed. Changes to estimates are recognised 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 current periods and future periods. Assessments made by company management in the application of IFRS that have a material impact on the financial statements and estimates made that may lead to significant adjustments in the financial statements of future fiscal years are primarily the following:
Goodwill is recognised at cost less any accumulated impairment. The Group regularly performs impairment tests of goodwill in accordance with the accounting policies described under Note 14 Intangible assets on page 70. The assumptions and assessments made pertaining to expected cash flows and the discount rate in the form of weighted average cost of capital are described under Note 14 Intangible assets.
The Group's loss carryforwards for which deferred tax assets have been capitalised have a carrying amount of SEK 94 million (238). Deferred tax assets pertaining to loss carryforwards are capitalised to the extent it is probable that carryforwards can be offset against surpluses in future taxation. Particularly high demands are placed on the assessment if the company, to which the loss carryforwards are attributable, has recognised losses in recent years. The amounts of capitalised and non-capitalised loss carryforwards in the Group are presented in Note 26 Deferred tax. If the probability that non-capitalised loss carryforwards could be utilised in future taxation in future annual accounts is deemed to be high, additional amounts may be capitalised, with a corresponding positive amount recognised in profit or loss. The reverse applies if markets were to significantly deteriorate in forthcoming years. The current assessment is that the probability of such increases or declines in the value in the balance sheet during the forthcoming year is not high, although this cannot be ruled out if conditions in the kitchen markets were to change more than expected.
Changes to IFRS applied from 2014 did not have any effect on the consolidated financial statements.
A number of new or amended IFRSs will come into effect during the current fiscal year, and have not been applied in advance when preparing these financial statements. There are no plans to apply any new or amended accounting policies with future application in advance.
IFRS 9 Financial Instruments is intended to replace IAS 39 Financial Instruments: Recognition and Measurement. The IASB has, with the exception of the rules on macro hedging, adopted IFRS 9 that contains a new model in certain respects for recognising and measuring financial instruments, a new expected loss impairment model and a revised approach for hedge accounting. IFRS 9 comes into effect on 1 January 2018, on the condition that the EU approves the standard before this date. The initial impression is that IFRS 9 will not have any discernible effects on Nobia's financial statements.
IFRS 15 Revenue from Contracts with Customers entails that IFRS will contain a single, principles based model for all industries, which is to replace existing standards and statements on revenue. Nobia is expected to be only marginally impacted, for example, by expanded disclosure requirements. IFRS 15 states 1 January 2017 as the application date. An approval process is underway in the EU that includes consideration of whether an application date of a one year is to be used. The EU is expected to approve IFRS 15 in the second quarter of 2015.
Other amendments to accounting policies with future application are not deemed to have any material effect on the consolidated financial statements.
Fixed assets and long-term liabilities essentially comprise amounts that are expected to be recovered or paid more than 12 months after the closing date. Current assets and current liabilities essentially comprise amounts that are expected to be recovered or paid within the 12 months after the closing date.
Subsidiaries are companies subject to the controlling influence of Nobia AB. A controlling influence entails the direct or indirect right to shape a company's financial or operational strategies in a bid to receive financial benefits. When assessing whether a controlling influence exists, potential voting shares that can be immediately utilised or converted must be taken into account.
Business combinations are recognised in accordance with the acquisition method. According to this method, an acquisition of a subsidiary is considered a transaction through which the Group indirectly acquires the subsidiary's assets and assumes its liabilities and contingent liabilities. The Group-wise cost is determined by an acquisition analysis in conjunction with the acquisition. The analysis determines the cost of the participations or business activities, and the fair value of the acquired identifiable assets and assumed liabilities and contingent liabilities on the acquisition date.
As of 2010, goodwill in business combinations is calculated as the total of the consideration transferred, any non-controlling interests (previously termed minority interests) and fair value of previously owned participations (for step acquisitions) less the fair value of the subsidiary's identifiable assets and assumed liabilities. When the difference is negative, it is recognised directly in net profit for the year. Goodwill from acquisitions prior to 2010 is calculated as the total of the consideration transferred and acquisition costs less the fair value of acquired identifiable net assets for each part acquisition, whereby the costs for goodwill from all potentially historic part acquisitions are aggregated. As of 2010, transaction costs arising from business combinations are expensed but for acquisitions prior to 2010, transaction costs are included in goodwill.
As of 2010, contingent consideration in acquisitions is measured at fair value on both the acquisition date and continuously thereafter, with changes in value recognised in profit or loss. For acquisitions prior to 2010, contingent consideration is only recognised when a probable and reliable
amount can be calculated and any later adjustments are recognised against goodwill.
For acquisitions of subsidiaries as of 2010 involving non-controlling interests, the Group recognises net assets attributable to non-controlling interests either at fair value of all of the net assets except goodwill, or at fair value of all net assets including goodwill. The principle is decided individually for each acquisition.
Ownership in companies that grow through acquisitions on several occasions are recognised as step acquisitions. For step acquisitions that lead to a controlling interest in 2010 or later, the previously acquired participations are remeasured according to the most recent acquisition and the arising gains or losses are recognised in profit or loss. For acquisitions prior to 2010, step acquisitions are recognised as an aggregation of costs from each acquisition date, and any remeasurement at the acquisition of control is recognised against the revaluation reserve in shareholders' equity.
When controlling interests are achieved, changes in ownership are recognised as a reallocation of shareholders' equity between the Parent Company's owners and the non-controlling interest, without any remeasurement of the subsidiary's net assets. For changes in ownership with retained controlling interests that took place prior to 2010, the difference between consideration and the transaction's share of recognised, identifiable net assets was recognised against goodwill.
From 2010 or later, if ownership is reduced to such an extent that controlling interests are lost, any remaining holdings are recognised at fair value and the change in value is recognised in profit or loss. For changes in ownership prior to 2010, no remeasurement was carried out if the remaining holdings comprised a joint venture or associated company.
When acquisitions of subsidiaries involve acquisitions of net assets that are not part of the operations, the acquisition cost is distributed between the individual identifiable assets and liabilities based on their fair value on the acquisition date.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that the controlling interest arises and are included in the consolidated financial statements until the date on which the controlling interest ceases.
Intra-Group receivables and liabilities, income or expenses and unrealised gains or losses that arise from intra-Group transactions between Group companies, are eliminated in their entirety in the preparation of the consolidated financial statements.
The financial statements of subsidiaries are prepared in the local currency, or the functional currency used in the country in which the company conducts operations. Swedish kronor, SEK, is utilised in the consolidated financial statements, which is the Parent Company's functional currency and also the Group's presentation currency. This means that the earnings and financial position of all Group companies that have a functional currency that is different to the presentation currency are translated to the Group's presentation currency of SEK. Foreign subsidiaries' assets and liabilities are translated at the closing-date rate and all items recognised in profit or loss and other comprehensive income are translated at the average exchange rate for the year. Translation differences are recognised in other comprehensive income and are accumulated in a separate reserve in consolidated shareholders' equity.
| Significant | Closing-date rate | Average | ||||
|---|---|---|---|---|---|---|
| exchange rates | 31 Dec 2013 31 Dec 2014 | 2013 | 2014 | |||
| DKK | 1.20 | 1.28 | 1.16 | 1.22 | ||
| EUR | 8.94 | 9.52 | 8.65 | 9.10 | ||
| GBP | 10.73 | 12.14 | 10.19 | 11.29 | ||
| NOK | 1.06 | 1.05 | 1.11 | 1.09 | ||
| USD | 6.51 | 7.81 | 6.51 | 6.86 |
An operating segment is a part of the Group that conducts business activities from which it can generate income and incur expenses and for which independent financial information is available. Furthermore, the results of an operating segment are monitored by the company's chief operating decision-maker to evaluate them and to allocate resources to the operating segment. Nobia's operating segments are the Group's three regions: the UK, Nordic and Continental Europe regions. The division of the units per region is based on the geographic domicile of the units. Refer to Note 3 on page 63 for a more detailed description of this divisions and a presentation of the operating segments.
The company recognises revenue when the risk and benefit associated with the goods has been transferred to the customer in accordance with the terms of delivery. In cases where installation services are provided, revenue is recognised when the service has been completed. Sales are recognised net after VAT, discounts and exchange-rate differences for sales in foreign currency and returns.
Government subsidies are recognised in the balance sheet as deferred income when there is reasonable assurance that the subsidy will be received and the Group will fulfil the conditions associated with the subsidy. Subsidies are allocated systematically in the income statement in the same manner and over the same periods as the costs for which the subsidies are intended to cover.
Financial income and expenses comprise interest income on bank balances and receivables, dividend income, interest expense on loans and pension liabilities, as well as exchange-rate differences on financial items.
Interest income on receivables and interest expense on liabilities are calculated in accordance with the effective interest rate method. The effective interest rate is the interest rate that results in the present value of all future receipts and disbursements during the interest-rate maturity period becoming equal to the carrying amount of the receivable or liability. The calculation includes all fees paid or received by contractual parties that are part of the effective interest rate, meaning transaction costs and surplus and deficit values.
Tax costs for the year comprise current tax and deferred tax. Income taxes are recognised in profit or loss except when the underlying transaction is recognised in other comprehensive income or in shareholders' equity, whereby the associated tax effects are recognised in other comprehensive income or in shareholders' equity.
Current tax is tax that is to be paid or received regarding the current year, by applying the tax rates determined or that have been determined in principle on the closing date. This item also includes adjustments to current tax attributable to previous periods.
Deferred tax is calculated according to the balance-sheet method on all temporary differences arising between recognised and fiscal values of assets and liabilities.
The tax effect attributable to tax loss carryforwards that could be utilised against future profits is capitalised as a deferred tax asset. This applies to both accumulated loss carryforwards at the acquisition date and losses arising thereafter.
Valuations take place at the tax rate applying on the closing date. Deferred tax is recognised in the balance sheet as a fixed asset or long-term liability. The income tax liability is recognised as a current receivable or liability.
If the actual outcome differs from the amounts first recognised, the differences will affect current tax and deferred tax in the period in which these calculations are made.
Tangible fixed assets are recognised at cost with deductions for depreciation and any impairment. Cost includes expenses that can be directly attributed to the acquisition. The borrowing costs of the cost of any
assets established from 1 January 2009 that comprise qualifying assets are expensed. Costs for repairs, maintenance and any interest expenses are recognised as costs in profit or loss in the period in which they arise.
In the event that an asset's carrying amount exceeds its estimated recoverable amount, the asset is written down to its recoverable amount, which is charged to operating profit.
In the income statement, operating profit is charged with straight-line depreciation, which is calculated on the original cost and is based on the estimated useful lives of the assets as follows:
| Kitchen displays | 2–4 years |
|---|---|
| Office equipment and vehicles | 3–5 years |
| Buildings | 15–40 years |
| Machinery and other technical equipment | 6-12 years |
| Equipment, tools, fixtures and fittings | 6-12 years |
Land is not depreciated.
Discontinued operations comprise important operations that have been divested or comprise a divestment group held for sale as well as subsidiaries that are acquired for the purpose of subsequently being sold. Profit after tax from discontinued operations is recognised on a separate line in profit or loss.
The significance of a group of assets and liabilities being classified as held for sale is that the carrying amounts are recovered primarily by being sold and not by being used. All assets included in the group are presented on a separate line among assets and all of the group's liabilities are presented on a separate line among liabilities. The group is valued at the lower of the carrying amount and fair value, less selling expenses. Changes in value are recognised in profit or loss.
Goodwill comprises the amount by which the cost of the acquired operation exceeds the established fair value of identifiable net assets, as recognised in the acquisition analysis. In connection with the acquisition of operations, goodwill is allocated to cash-generating units. Since goodwill has an indeterminable useful life, it is not amortised annually. Instead, goodwill is subject to impairment testing either annually or when an indication of an impairment requirement arises. The carrying amount comprises the cost less any accumulated impairment losses. A description of the method and assumptions applied when conducting impairment tests is found under Note 14 Intangible Assets on page 70.
Other intangible assets are recognised at cost less accumulated amortisation and any impairment. It also includes capitalised costs for purchases and internal and external costs for the development of software for the Group's IT operations, patents and licences. Amortisation takes place according to the straight-line method based on the estimated useful life of the asset (three to six years).
Costs for product development are expensed immediately as and when they arise.
Product development within the Group is mainly in the form of design development and is conducted continuously to adapt to current style trends. This rate of development is relatively fast, which is the reason that no portion of the costs for product development is recognised as an intangible asset. The Group does not carry out research and development in the true sense of such work, or to any significant extent.
Leasing agreements concerning fixed assets in which the Group essentially carries the same risks and enjoys the same benefits that direct ownership would entail are classified as financial leasing. Financial leasing is recognised at the start of the leasing period at the lower of the leasing object's fair value and the present value of minimum leasing fees. Financial leasing agreements are recognised in the balance sheet as fixed assets and financial liabilities, respectively. Future leasing payments are divided between
repayment of the liabilities and financial expenses whereby each accounting period is charged with an amount of interest corresponding to a fixed-interest rate on the liability recognised during the respective period. Leasing assets are amortised according to the same principles that apply to other assets of the same type. Costs for leasing agreements are divided between amortisation and interest in the income statement.
Leasing of assets, where the lessor essentially remains the owner of the asset, is classified as operational leasing. Leasing fees are recognised on a straight-line basis during the leasing period. Operational leasing agreements are recognised in profit or loss as an operating expense. Leasing of cars and computers is normally treated as operational leasing. The value of these leasing agreements is not considered to be significant.
Inventories comprise finished and semi-manufactured products and raw materials. Inventories are valued according to the first-in, first-out (FIFO) principle, at the lower of the cost and net sales value on the closing date. The net sales value comprises the estimated sales value in the ongoing operations less selling expenses. Finished and semi-manufactured products are valued at manufacturing cost including raw materials, direct labour, other direct expenses and production-related overheads based on normal production.
Deductions are made for inter-Group profits arising in conjunction with deliveries between companies in the Group.
Financial instruments recognised in the balance sheet include cash and cash equivalents, loans receivable, accounts receivable and derivative instruments on the asset side. On the liability side, there are accounts payable, loan liabilities and derivative instruments.
A financial asset or a financial liability is entered in the balance sheet when the company becomes a party in accordance with the contractual terms of the instrument. A receivable is recognised when the company has performed a service and a contractual payment obligation arises for the counterparty, even if an invoice has not been sent. Accounts receivable are recognised in the balance sheet when an invoice has been sent. A liability is recognised when the counterparty has performed a service and a contractual payment obligation arises, even if an invoice has not been received. Accounts payable are recognised when an invoice has been received.
A financial asset is derecognised from the balance sheet when the rights resulting from the agreement have been realised, expire or the company loses control over them. The same applies to a part of a financial asset. A financial liability is derecognised from the balance sheet when the obligation resulting from the agreement has been realised or is extinguished in some other manner. The same applies to a part of a financial liability.
A financial asset and a financial liability may only be offset against each other and recognised net in the balance sheet if there is a legal right to offset the amounts and the intention is to settle the items in a net amount or to simultaneously sell the asset and settle the debt.
The acquisition or divestment of financial assets is recognised on the date of transaction for on demand transactions, which is the date when the company undertakes to acquire or sell the asset.
Financial instruments that are not derivative instruments are initially recognised at cost corresponding to the instrument's fair value plus transaction costs. On initial recognition, a financial instrument is classified on the basis of the purpose underlying the acquisition of the instrument. This classification determines how the financial instrument is measured after initial recognition, in the manner described below. For the recognition of derivative instruments, refer to Cash-flow hedges below.
Receivables and liabilities in foreign currencies are valued at the clos-
ing-date rate. Exchange-rate fluctuations pertaining to operating receivables and liabilities are recognised in operating profit, while exchange-rate fluctuations pertaining to financial receivables and liabilities are recognised in net financial items.
Long-term loans receivable recognised as fixed assets and accounts receivable recognised as current assets comprise financial assets that are not derivatives, which has determined or determinable payments and are not listed on an active market. These assets are valued at amortised cost. Amortised cost is determined based on the effective rate calculated on the acquisition date. Loan and accounts receivable are recognised at the amounts that are expected to be received, meaning less any provisions for decreases in value. Receivables with short maturities are not discounted.
Cash and cash equivalents are defined as cash and bank balances and short-term investments with maturities not exceeding three months from the acquisition date.
All transactions pertaining to financial liabilities are recognised on the settlement date. Liabilities are valued at amortised cost.
The currency forward contracts used for hedging highly probable forecasted sales and material purchases in foreign currency are recognised in the balance sheet at fair value. Changes in their value are recognised in other comprehensive income and the accumulated changes in value in a separate component of shareholders' equity (the hedging reserve) until the hedged flow impacts net profit for the year, whereby the accumulated changes in value of the hedging instrument are reclassified to net profit for the year.
Interest swaps can be used to hedge the uncertainty of highly probable forecasted interest-rate flows for borrowing at variable interest, whereby the company receives variable interest and pay fixed interest. Interest swaps are measured at fair value in the statement of financial position. The interest coupon portion is continuously recognised in profit or loss as a portion of interest expense. Unrealised changes in fair value of interest swaps are recognised in other comprehensive income and are included as a portion of the hedging reserve until the hedged item impacted net profit for the year and as long as the criteria for hedge accounting and effectiveness are fulfilled. The gain or loss attributable to the ineffective portion of unrealised changes in value of interest swaps is recognised in profit or loss.
The carrying amounts of the Group's assets are tested annually for indications of any impairment requirement. IAS 36 is applied for the impairment testing of assets other than financial assets, which are tested according to IAS 39, assets held for resale and disposal groups that are recognised according to IFRS 5, inventories, plan assets used for the financing of employee benefits and deferred tax assets. For the exempted assets mentioned above, the carrying amount is tested in accordance with the relevant standard.
If there is an indication of an impairment requirement, the recoverable amount of the asset is tested in accordance with IAS 36 (see below). For goodwill, the recoverable amount is calculated annually. When testing for impairment requirements, if it is not possible to establish essentially independent cash flows for an individual asset, the assets must be grouped at the lowest level at which it is possible to identify essentially independent cash flows, known as cash-generating units.
Impairment losses are recognised when the carrying amount of an asset or a cash-generating unit (group of units) exceeds the recoverable amount. Impairment losses are charged against profit or loss. Impairment losses related to assets attributable to a cash-generating unit are primarily allocated to goodwill. Subsequently, a proportional impairment of other assets included in the unit (group of units) is effected.
The recoverable amount is the higher of fair value less selling expenses and value in use. When calculating the value in use, future cash flows are discounted using a discounting factor that takes into account the risk-free interest rate and the risk associated with the specific asset or cash-generating unit (group of units).
At every reporting occasion, the company evaluates whether there is any objective evidence to suggest that a financial asset or group of assets is subject to an impairment requirement. Objective evidence comprises observable conditions that have occurred and that have had a negative impact on the ability to recover the cost. For accounts receivable, objective evidence comprises, for example, payment difficulties among customers or imminent corporate reconstructions. Accounts receivable that require impairment are recognised at the present value of expected future cash flows.
An impairment loss on assets that come under the scope of IAS 36 is reversed if there is an indication that the impairment requirement is no longer pertinent and that there has been a change in the assumptions upon which the calculation of the recoverable amount was based. However, an impairment loss on goodwill is never reversed. A reversal is only performed to the extent that the carrying amount of the asset after the reversal does not exceed the carrying amount that would have been recognised, less depreciation wherever applicable, if no impairment had been posted.
An impairment loss on loans and accounts receivable recognised at amortised cost is reversed if the previous reasons for the impairment loss no longer exist and full payment can be expected to be received from the customer.
Provisions are recognised in the balance sheet among current and longterm liabilities, when the Group has a legal or informal obligation deriving from an occurred event and that it is probable that an outflow of resources will be required to settle the obligation and the amount concerned can be reliably estimated. A provision differs from other liabilities since the date of payment or the amount required to settle the provision is uncertain.
A provision for restructuring is recognised once a detailed and formal restructuring plan has been adopted and the restructuring process has either commenced or been publicly announced. No provisions are established for future operating expenses.
A provision for guarantees is recognised when the underlying products or services are sold. The provision is based on historical data and a total appraisal of the potential outcomes in relation to the probabilities associated with the outcomes.
A contingent liability is disclosed when the company has a possible obligation deriving from an occurred event whose existence will be confirmed only by one or more uncertain future events, or when there is an obligation that has not been recognised as a liability or provision because it is not probable that an outflow of resources will be required, or alternatively because it is not possible to sufficiently reliably estimate the amount concerned.
Notes 2014 Annual Report The year and operations Board of Directors' Report Financial statements
Other information
When shares are repurchased, shareholders' equity is reduced by the entire amount paid. Dividends are recognised as a liability after the Annual General Meeting has approved the dividend.
The calculation of earnings per share is based on consolidated net profit attributable to the Parent Company shareholders and on the weighted average number of shares outstanding during the year. When calculating earnings per share after dilution, the average number of shares outstanding is adjusted to take into account the dilutive effects of potential ordinary shares. During the recognised periods, potential ordinary shares comprise employee share options issued to employees and share rights (matching and performance shares). The options are dilutive if the profit targets of the share option scheme have been fulfilled on the reporting date and if the exercise price is lower than the share price. Dilution is greater, the greater the difference between the exercise price and the share price. Matching share rights held by employees on the reporting date are considered dilutive. Performance share rights are dilutive to the extent that profit targets have been fulfilled on the reporting date. For the options, the exercise price is adjusted by a supplement to the value of future services calculated as remaining cost to recognise in accordance with IFRS 2. A corresponding adjustment is carried out for the share rights, but without the existence of an underlying exercise price.
Within the Group, there are a number of both defined-contribution and defined-benefit pension plans. In Sweden, Norway, the UK and in some Group companies in Germany, employees are covered by defined-benefit pension plans. In other countries and companies, employees are covered by defined-contribution pension plans. Effective 2010, all new vesting in the UK comes under defined-contribution pension plans. As previously, all new vesting in Germany comes under defined-contribution pension plans. The defined-benefit pension plan in Norway was essentially discontinued in 2014. The remaining minor amounts will be discontinued in 2015. The defined-benefit pension plan will be replaced by a defined-contribution pension plan.
Plans for which the company's obligations are limited to the fees the company has undertaken to pay are classified as defined-contribution pension plans. The company's obligations for defined-contribution pension plans are recognised as a cost in earnings at the rate at which they are vested by the employees performing services on behalf of the company for a period of time.
The Group's defined-benefit pension plans state the amount of pension benefit that an employee, or a former employee, will receive after retirement based upon their salary and the number of years of service. Pension obligations for defined-benefit plans are recognised according to common principles and calculation methods and are calculated by considering future salary increases and inflation, among other factors. The Group carries the risk that the promised benefit will be paid.
There are both funded and unfunded defined-benefit pension plans within the Group. Funded pension plans are mainly financed on the basis of contributions paid to pension funds.
Regarding defined-benefit plans, the pension commitment is calculated in accordance with the Projected Unit Credit method. This method allocates the cost of pension at the rate at which the employees perform services for the company that increase their entitlement to future remuneration. This calculation is performed annually by independent actuaries. The company's obligations are valued at the present value of expected future cash flows using a discount rate. This discount rate corresponds to the interest on high-quality corporate bonds, where a market with sufficient depth exists, or government bonds if no such market exists.
The rate in Sweden is determined based on mortgage bonds, while in Norway, the UK and Germany, the rate is based on corporate bonds.
Actuarial gains and losses may arise when the present value of commitments is established and a difference arises when the actual return on plan assets is established compared with the return calculated at the beginning
of the period, based on the discount rate of the commitments. These actuarial gains and losses and this different in the return on plan assets are entitled remeasurements. These remeasurement effects arise either because the fair value differs from the previously made assumption or because the assumptions have changed. The remeasurement effects are recognised in other comprehensive income.
For funded plans, the Group recognises pension obligations in the consolidated balance sheet as a liability comprising the net of the estimated present value of the commitments and the fair value of plan assets. Funded plans with net assets, that is, plans with assets exceeding the pension commitment, are recognised as fixed assets.
The net amount of interest on pension liabilities and the expected return on accompanying plan assets is recognised as part of net financial items.
The special employer's contribution comprises a portion of the actuarial assumptions and thus is recognised as a portion of the net commitment/asset. The portion of the special employer's contribution that is calculated based on the Swedish Pension Obligations Vesting Act in legal entities is recognised, for simplicity, as accrued expenses instead of as a portion of net commitment/asset.
Tax on returns is recognised continuously in profit or loss for the period to which the tax pertains and thus is not included in the liability calculation. For funded plans, the tax is charged to the return on plan assets and recognised in other comprehensive income. For unfunded or partly unfunded plans, tax is charged to profit or loss.
The Group operates schemes for remuneration in connection with anniversaries and to employees with long service.
Actuarial gains and losses may arise when the present value of commitments and the fair value of plan assets are established, which are recognised in operating profit.
The discount rate is established on the basis of high-quality corporate bonds or government bonds issued in the same currency as the remuneration that is to be paid and with maturities equivalent to the commitments in question.
Share-based payment pertains to employee benefits, including senior executives in accordance with the employee share option scheme, allotted by Nobia between 2005 and 2011 and the Performance Share Plans that were initiated between 2012 and 2014. Costs for employee benefits are recognised as the value of services received, allocated over the vesting periods for the plans, calculated as the fair value of the allotted equity instruments (IFRS 2). The fair value is determined on the allotment date, or the date on which Nobia and the employees have agreed on the terms and conditions of the plans. Since the plans are regulated with equity instruments, they are classified as "equity settled" and an amount corresponding to the recognised cost for employee benefits is recognised directly in shareholders' equity (other contributed capital).
The vesting of share options depends on the scheme participant remaining in employment and that Nobia's earnings per share show a sufficiently positive trend. The Performance Share Plan contains two types of rights. Matching share rights give entitlement to Nobia shares if the participant remains in employment and retains the saving share that must initially be purchased. Performance share rights give entitlement to shares under the same conditions and if the accumulated earnings per share are sufficiently high during the vesting period. The recognised cost is initially based on, and regularly adjusted in relation to, the number of share options/share rights that are expected to be vested by considering how many participants are expected to remain in service during the vesting period and the expected and actual fulfilment of the terms and conditions for earnings per share. No such adjustment is carried out for the number of share options that are expected to be exercised and are actually exercised depending on whether the level of the exercise price gives rise to the exercise. Neither is such an adjustment carried out when participants lose share rights due to selling the saving shares that they were required to purchase and must retain. In this case, the entire remaining cost is immediately recognised instead.
When share options are exercised or shares are matched, social security contributions are paid in certain countries for the value of the employee's benefits. An expense and a provision are recognised, allocated over the vesting period, for these social security contributions. The provision for social security contributions is based on the number of share options/ share rights that are expected to be vested and the fair value of the share options/share rights on each reporting date and finally, for the exercise/ matching.
Short-term remuneration to employees is calculated without discounting and is recognised as a cost when the related services are obtained. A provision is posted for the anticipated cost of profit shares and bonus payments when the Group has a current legal or informal obligation to make such payments, due to the services being obtained from the employees and it being possible to reliably estimate the obligation.
A cost for payments arising in connection with the laying-off of employees is recognised only if the company is legally obliged to terminate employment in advance of the normal date. When such payment is made as an offering to encourage voluntary retirement, it is recognised as a cost if it is probable that the offer will be accepted and the number of employees who will accept the offering can be reliably estimated.
The Parent Company has prepared its Annual Report 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 Financial Reporting Board's statements for listed companies were also applied. RFR 2 entails that the Parent Company applies all IFRSs adopted by the EU and statements to the Annual Report of the legal entity as far as possible under the framework of the Annual Accounts Act and the Swedish Pension Obligations Vesting Act and with respect to the connection between accounting and taxation. The recommendation states the exceptions and additions to IFRS that are to be made. Overall, the recommendation entails differences between the Group's and the Parent Company's accounting policies in the areas stated below. The accounting policies for the Parent Company described below were applied consistently to all periods presented in the Parent Company's financial statements.
Changes to accounting policies applied from 2014 did not have any effect on the Parent Company's financial statements.
An income statement and statement of comprehensive income are presented for the Parent Company and the Group. The Parent Company's income statement and balance sheet are presented following the format stipulated in the Annual Accounts Act, while the statement of comprehensive income, the statement of changes in shareholders' equity and cash-flow statement 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 the balance sheet compared with the presentation of the consolidated financial statements primarily pertain to the recognition of financial income and expenses, fixed assets, shareholders' equity and the existence of provisions as a separate heading in the balance sheet.
Participations in subsidiaries are recognised in the Parent Company in accordance with the cost method. This means that transaction costs are included in the carrying amount of the holdings in subsidiaries. In the consolidated financial statements, transaction costs are recognised directly in profit or loss when they arise.
Contingent consideration is valued based on the probability of the con-
sideration being paid. Any changes to the provisions/receivable are added to/deducted from the cost. In the consolidated financial statements, contingent considerations are measured at fair value with changes in value recognised in profit or loss.
Bargain purchases corresponding to future losses and costs are reversed during the expected periods in which the losses and costs arise. Bargain purchases arising for other reasons are recognised as a provision to the extent that the purchase does not exceed the fair value of the acquired, identifiable non-monetary assets. The portion that exceeds this fair value is recognised in profit or loss immediately. The portion that does not exceed the fair value of acquired, identifiable non-monetary assets is recognised in profit or loss systematically over a period calculated as the remaining weighted average useful life of the acquired identifiable assets that are depreciable. In the consolidated financial statements, bargain purchases are recognised directly in profit or loss.
All leasing agreements in the Parent Company are recognised in accordance with operational leasing regulations.
The Parent Company applies other principles for the calculation of defined-benefit plans than those stipulated in IAS 19. The Parent Company follows the provisions of the pension obligations Vesting act and the Swedish Financial Supervisory authority's regulations since this is a condition for eligibility for rights to tax deductions. The significant differences compared with the IAS 19 regulations pertain to how the discount rate is determined, that the calculation of defined-benefit commitments based on current salary levels with no assumptions regarding future salary increases and that all actuarial gains and losses are recognised in profit or loss when they arise.
The Parent Company recognises the fair value of employee share options and performance share plan issued to employees of subsidiaries as shareholders' contributions by recognition in shareholders' equity and the value of the shares in the subsidiary.
The Parent Company recognises Group contributions received as dividends and Group contributions paid as investments in shares in subsidiaries. Prior to 2011, Group contributions were recognised directly in shareholders' equity.
Anticipated dividends from subsidiaries are recognised if the Parent Company has the sole right to decide the amount of the dividend and the Parent Company has made a decision on the amount of the dividend prior to the publication of the Parent Company's financial statements.
Due to the connection between reporting and taxation, the regulations regarding financial instruments and hedge accounting provided in IAS 39 are not applied in the Parent Company.
The Parent Company's financial guarantee agreements primarily comprise guarantees on behalf of subsidiaries. Under a financial guarantee, the company has an obligation to compensate the holder of a debt instrument for losses incurred by this holder due to a specific debtor not fulfilling their payment duties that are due in accordance with the terms and conditions of the agreement. In the recognition of financial guarantee agreements, the Parent Company applies a relaxation rule permitted by the Financial Reporting Board, in contrast to the provisions of IAS 39. This relaxation rule pertains to financial guarantee agreements issued on behalf of subsidiaries, associated companies and joint ventures. The Parent Company recognises financial guarantee agreements as a provision in the balance sheet when the company has a commitment for which it is probable that payment will be required to settle the commitment.
Other information
Nobia's policy is to hedge approximately 80 per cent of the forecast flows, 0-3 months in the future, 60 per cent 4-6 months in the future, 40 per cent 7-9 months in the future and 100 per cent of contracted projects. The principal currency combinations were the EUR against the GBP, the NOK against the SEK and NOK against the DKK. Total exposure in 2014, expressed in SEK and after offsetting counteracting flows, amounted to SEK 2,251 million (2,150), of which SEK 1,356 million (1,333) was hedged. At year-end 2014, the hedged volume amounted to SEK 774 million (660). Unrealised gains and losses recognised as cash-flow hedges in shareholders' equity will be transferred to the income statement at various points in time within 12 months.
The Group's policy is not to hedge translation exposure in foreign currencies. A 10-per cent strengthening of the SEK compared with other currencies on 31 December 2014 would entail a decrease in shareholders' equity of SEK 433 million (decrease: 442) and an increase in profit of SEK 3 million (decrease: 35). The sensitivity analysis is based on the assumption that all other factors (for example, interest) are unchanged. The same conditions were applied to 2013.
Nobia is active in many markets and in several distribution channels. Depending on the type of distribution channel, the customer base comprises both professional customers and consumers. For these reasons, credit management and payment terms must be adapted to each business unit's business logic and distribution channels within the framework of the credit policy established by the Group. The credit policy stipulates that credit ratings are to be based on at least one credit report from a reputable credit rating institute. Credit assessments are continuously performed on customers who make regular purchases. Credit insurance is utilised for certain markets and customer categories. Collateral is often required when credit is granted to customers with low buying frequencies. Counterparty risk pertaining to banks is deemed to be very minor. The total credit risk amounted to SEK 1,715 million (1,374). The credit quality of financial assets that have neither fallen due for payment or that are subject to impairment is high.
Nobia's policy for financing foreign assets involves financing capital employed with external borrowings in the corresponding currency in order to minimise the impact of exchange-rate fluctuations on the debt/ equity ratio. Group loans are handled by Nobia's head office. The head office supplies the subsidiaries with funds through an internal bank. These loans are raised in local currencies, which minimises the effects of exchange-rate fluctuations on profits. As a supplementary measure, currency contracts may be entered into to avoid exposure. Given the current debt/equity ratio and currency distribution of capital employed, approximately 14 per cent of foreign capital employed must be financed through borrowing in local currencies. In combination with this policy, other forms of capitalisation may be utilised in each country to optimise the Group's tax situation. Nobia's financial exposure policy does not involve hedging equity.
| 2013 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| SEK m | Capital employed per currency |
Interest-bea ring loans and lease liabilities |
Capital employed per currency |
Interest-bea ring loans and lease liabilities |
||||
| SEK | 976 | 887 | –495 | 914 | ||||
| EUR | 925 | 64 | 1,288 | 69 | ||||
| GBP | 1,855 | 501 | 2,317 | 698 | ||||
| DKK | 713 | 0 | 1,272 | 3 | ||||
| USD | 108 | 0 | 144 | 0 | ||||
| NOK | 31 | 10 | 339 | 0 | ||||
| Other | 12 | 0 | 15 | 0 | ||||
| Total | 4,620 | 1,462 | 4,880 | 1,684 |
Interest-rate exposure is managed centrally, meaning that the head office is responsible for identifying and managing interest-rate risks. Nobia normally uses short, fixed-interest terms. Nobia's approach is that times of high interest rates usually coincide with healthy demand in society at large. However, since the long-term interest rates at the end of 2011 were very low compared with short-term rates, Nobia chose to fix the interest rates for loans of SEK 400 million at a term of five years through an interest swap. The fixed-interest term for remaining loans was 3 months.
Nobia applies a centralised approach to the Group's financing, which means that all financing takes place in Nobia AB or Nobia Sverige AB. In 2010, Nobia raised a bond loan of SEK 800 million from AB SEK Securities (Swedish Export Credit Corporation), which has a term of seven years. In 2014, the company also raised a syndicated loan facility of SEK 1,000 million with three banks. This loan facility replaces the syndicated loan from 2010. The term is five years. The loan has three covenants: leverage (net debt to EBITDA), gearing (net debt to equity) and interest cover (EBITDA to net interest expenses). Nobia meets all covenants with a satisfactory margin. Nobia's policy is to obtain long-term lines of credit that are compatible with Nobia's long-term strategy, while simultaneously balancing the needs for low credit costs. In addition to these loans, Nobia has local overdraft facilities.
The table below shows the maturity of all of Nobia's loans:
| Year of maturity, | 2013 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| SEK m | 2014 | 2015 | 2017 | 2015 | 2017 | 2019 | |||
| Loans and lines of credit |
– | 2,000 | 800 | – | 800 | 1,000 | |||
| Of which, utilised | – | – | 800 | – | 800 | – |
The debt/equity ratio is not to exceed 100 per cent. A temporary elevation of the debt/equity ratio is acceptable. Dividends are, on average, to be within the interval of 40-60 per cent of net profit after tax. The debt/ equity ratio at year-end amounted to 38 per cent (37). Nobia considers recognised shareholders' equity of SEK 3,196 (3,158) to be capital.
Daily liquidity is tracked with the help of carefully prepared liquidity forecasts. Liquidity is controlled centrally with the aim of using available liquidity effectively, at the same time as necessary reserves are available.
| – borrowing | 2013 | 2014 | |||||
|---|---|---|---|---|---|---|---|
| 0–3 | three | 0–3 | two | three | |||
| Group, SEK m | months | years | months | years | years | ||
| SEK | 400 | 400 | 400 | – | 400 | ||
| EUR | – | 6 | – | 4 | – |
| 2013 | 2014 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial exposure | USD | EUR | NOK | CHF | GBP | SEK | DKK | USD | EUR | NOK | CHF | GBP | SEK | DKK |
| Currency contracts on closing date |
||||||||||||||
| Local currency | 0 | 35 | –249 | –2 | –1 | –58 | – | –1 | 40 | –248 | –1 | –2 | –52 | – |
| Total, SEK m1) | 2 | 311 | –263 | –12 | –14 | –58 | – | –4 | 376 | –260 | –10 | –20 | –52 | – |
| Fair value, SEK m | 0 | –4 | 7 | 0 | 0 | 0 | – | –1 | –3 | 14 | 0 | –1 | 1 | – |
| Net flow calendar year | ||||||||||||||
| Net flow, local currency | –10 | –943) | 642 | 3 | 2 | 200 | –37 | –10 | –854) | 635 | 3 | 2 | 200 | –37 |
| Net flow, SEK m2) | –65 | –8113) | 712 | 20 | 23 | 200 | –42 | –68 | –7764) | 691 | 21 | 28 | 200 | –45 |
| Hedged volume, SEK m2) | 9 | 580 | 598 | 18 | 23 | 105 | – | 4 | 567 | 550 | 21 | 28 | 111 | – |
1) Flows restated at closing-date rate, SEK.
2) Restated at average rate in 2013, 2014
3) In addition, EUR 32 million pertains to flows against DKK, corresponding to SEK 277 million.
4) In addition, EUR 33 million pertains to flows against DKK, corresponding to SEK 300 million.
| Sensitivity analysis | 2013 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Currencies1) and interest rates2) | Change | Impact on profit before tax, SEK m |
Impact on shareholders' equity3), SEK m |
Change | Impact on profit before tax, SEK m |
Impact on shareholders' equity, SEK m |
|||
| EUR/SEK | 5% | 7.4 | 5.7 | 5% | 8.9 | 6.9 | |||
| NOK/SEK | 5% | 8.8 | 6.9 | 5% | 7.9 | 6.2 | |||
| EUR/GBP | 5% | 14.5 | 11.6 | 5% | 15.2 | 12.2 | |||
| NOK/DKK | 5% | 12.8 | 9.7 | 5% | 12.3 | 9.4 | |||
| SEK/DKK | 5% | 4.5 | 3.4 | 5% | 4.2 | 3.2 | |||
| Interest-rate level | 100 points | 4.0 | 3.1 | 100 points | 4.0 | 3.1 |
1) Transaction effects after hedges.
2) After interest-rate hedging.
3) Corresponds to profit after tax
| 2013 | 2014 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nominal | Nominal | ||||||||||||||
| amount, | Within | 3 | 5 years | amount, | Within | 3 | 5 years | ||||||||
| Cur | original | 1 | 1–3 | months | 1–5 | or | original | 1 | 1–3 | months | 1–5 | or | |||
| Group, SEK m | rency | currency | Total | month | months | – 1 year | years | longer | currency | Total | month | months | – 1 year | years | longer |
| Bank loans (IB) | |||||||||||||||
| Bank loans | SEK | 800 | 907 | 2 | 5 | 21 | 879 | – | 800 | 867 | 2 | 4 | 15 | 846 | – |
| Bank loans | EUR | 1 | 6 | 0 | 0 | 2 | 4 | – | 0 | 4 | 0 | 0 | 2 | 2 | – |
| Other liabilities | |||||||||||||||
| Forward agreements1) | SEK | 0 | 0 | 0 | 0 | – | – | 0 | 0 | 0 | 0 | – | – | ||
| Forward agreements1) | EUR | 5 | 1 | 1 | 3 | – | – | 7 | 2 | 2 | 3 | – | – | ||
| Forward agreements1) | GBP | 1 | 0 | 0 | 1 | – | – | 1 | 0 | 0 | 1 | – | – | ||
| Forward agreements1) | NOK | 0 | 0 | 0 | 0 | – | – | 0 | 0 | 0 | 0 | – | – | ||
| Forward agreements1) | CHF | 0 | 0 | 0 | 0 | – | – | 0 | 0 | 0 | 0 | – | – | ||
| Forward agreements1) | USD | 1 | 0 | 0 | 1 | – | – | 2 | 0 | 1 | 1 | – | – | ||
| Current account credit (IB) | SEK | 0 | – | – | 0 | – | – | 0 | – | – | – | – | – | ||
| Financial lease liabilities (IB) DKK | – | – | – | – | – | – | 2 | 3 | – | – | – | 3 | – | ||
| Financial lease liabilities (IB) | GBP | – | – | – | – | – | – | 1 | 6 | 0 | 1 | 1 | 4 | – | |
| Other liabilities (IB) | SEK | 2 | – | 2 | 0 | – | – | 2 | – | 2 | – | – | – | ||
| Accounts payable and other | |||||||||||||||
| liabilities | SEK | 1,201 | 866 | 226 | 106 | 3 | – | 1,418 | 1,083 | 243 | 89 | 3 | – | ||
| Total | 2,123 | 869 | 234 | 134 | 886 | – | 2,310 | 1,087 | 253 | 112 | 858 | – | |||
| Interest-bearing liabilities (IB) | 808 | 815 |
1) The value of forward agreements is included in the item "Derivatives" in the balance sheet.
| Notes | 2014 Annual Report | The year and operations |
|---|---|---|
| Board of Directors' Report | ||
| Financial statements | ||
| Other information |
| 2013 | 2014 | |||||
|---|---|---|---|---|---|---|
| SEK m | Gross | Of which, impair ment |
Gross | Of which, impair ment |
||
| Non-due accounts receivable | 773 | – | 930 | – | ||
| Past due accounts receivable 0–30 days |
193 | 8 | 211 | 1 | ||
| Past due accounts receivable >30 days–90 days |
60 | 3 | 52 | 4 | ||
| Past due accounts receivable >90 days–180 days |
26 | 12 | 22 | 6 | ||
| Past due accounts receivable >180 days–360 days |
18 | 8 | 13 | 8 | ||
| Past due accounts receivable >360 days |
41 | 40 | 24 | 24 | ||
| Total receivables | 1,111 | 71 | 1,252 | 43 |
| SEK m | 2013 | 2014 |
|---|---|---|
| Opening balance | 83 | 71 |
| Reversal of previously recognised impairment losses | –17 | –26 |
| Impairment for the year | 11 | 8 |
| Confirmed losses | –7 | –1 |
| Translation differences | 1 | 4 |
| Impairment reclassified to assets held for sale |
– | –13 |
| Closing balance | 71 | 43 |
The Group's business activities are divided into operating segments based on a management approach, meaning the parts of the operations monitored by the company's chief operating decision-maker. The Group's operations are organised such that Group management monitors the earnings, returns and cash flow generated by the Group's regions. These regions comprise the Group's operating segments since Group management monitors the operations' earnings and decides on the allocation of resources based on the regions. Accordingly, the Group's internal report-
An impairment loss is recognised when obvious reasons are deemed to exist that the company will not receive the entire or part of the amount due. Obvious reasons may, in this context, pertain to external information that establishes that a receivable is doubtful. An impairment loss is initially recognised for each individual receivable. Collective impairment losses are recognised for a group of receivables with similar credit properties and characteristics.
Nobia has binding framework agreements for derivatives trading, which entails that financial liabilities can be offset - or "netted" - in the event of insolvency or similar situation. The tables below show the amounts encompassed by netting agreements at 31 December 2014 and 31 December 2013.
| 2014 SEK m |
Financial assets |
Financial liabilities |
|---|---|---|
| Recognised amounts in statement of financial position |
20 | 24 |
| Amounts encompassed by netting | –20 | –20 |
| Amounts after netting | 0 | 4 |
| 2013 SEK m |
Financial assets |
Financial liabilities |
| Recognised amounts in statement of financial position |
10 | 7 |
| Amounts encompassed by netting | –7 | –7 |
| Amounts after netting | 3 | 0 |
ing is structured so that Group management can monitor the performance and earnings of all of the regions. The following operating segments were identified: UK region, Nordic region and Continental Europe region.
Nobia considers the Group's income from kitchens, bathrooms and storage to comprise a single product group since bathrooms and storage represent such a small percentage of the Group's total balance sheet, income statement and cash-flow statement.
| region | UK | Nordic region |
Continental Europe region |
Group-wide and eliminations |
Group | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Net sales from external customers | 4,055 | 4,590 | 5,027 | 5,213 | 2,691 | 2,589 | – | – | 11,773 | 12,392 |
| Net sales from other regions | 85 | 112 | 1 | 2 | 4 | 2 | –90 | –116 | – | – |
| Total net sales | 4,140 | 4,702 | 5,028 | 5,215 | 2,695 | 2,591 | –90 | –116 | 11,773 | 12,392 |
| Depreciation/amortisation | –121 | –131 | –114 | –118 | –121 | –108 | –21 | –21 | –377 | –378 |
| Operating profit | 247 | 265 | 633 | 660 | –83 | –19 | –143 | –494 | 654 | 412 |
| Financial income | 13 | 12 | ||||||||
| Financial expenses | –107 | –90 | ||||||||
| Profit before tax and discontinued operations | 560 | 334 | ||||||||
| Impairment | –6 | –16 | 0 | 0 | –7 | 0 | – | –3281) | –13 | –344 |
| Restructuring costs in EBIT | – | –83 | – | –6 | –36 | –8 | – | –3361) | –36 | –433 |
1) Impairment of goodwill in Hygena totalling SEK 328 million.
| region | UK | Nordic region |
Continental Europe region |
Group-wide and eliminations |
Group | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Total operating assets | 1,438 | 1,706 | 1,561 | 1,667 | 1,169 | 1,222 | 2,228 | 2,463 | 6,396 | 7,058 |
| Total operating assets include: | ||||||||||
| Investments in fixed assets | 59 | 86 | 89 | 133 | 96 | 85 | 7 | 12 | 251 | 316 |
| Total operating liabilities | 739 | 957 | 866 | 963 | 626 | 644 | 84 | 184 | 2,315 | 2,748 |
| Income from external customers1) | Fixed assets2) | ||||
|---|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 | |
| Sweden | 1,059 | 1,153 | 260 | 279 | |
| Denmark | 1,647 | 1,868 | 665 | 689 | |
| Norway | 1,552 | 1,486 | 132 | 132 | |
| Finland | 771 | 775 | 162 | 179 | |
| UK | 4,187 | 4,757 | 1,656 | 2,178 | |
| France | 1,246 | 1,116 | 714 | 0 | |
| Germany | 232 | 132 | 235 | 238 | |
| Austria | 447 | 457 | 315 | 335 | |
| Netherlands | 19 | 15 | 1 | 1 | |
| USA | 168 | 181 | 58 | 68 | |
| Other countries | 445 | 452 | 7 | 9 | |
| Total | 11,773 | 12,392 | 4,205 | 4,108 |
1) Net sales from external customers based on customers' geographic domicile.
2) Fixed assets that are not financial instruments, deferred tax assets, assets associated with post-employment benefits or rights under insurance agreements.
| 2013 | 2014 | |||||
|---|---|---|---|---|---|---|
| SEK m | Salaries and other remuneration |
Social security costs |
Total | Salaries and other remuneration |
Social security costs |
Total |
| Total subsidiaries | 2,183 | 552 | 2,735 | 2,319 | 582 | 2,901 |
| – of which pension costs | 170 | 170 | 190 | 190 | ||
| Parent Company | 50 | 30 | 80 | 57 | 34 | 91 |
| – of which pension costs | 13 | 13 | 15 | 15 | ||
| Group1) | 2,233 | 582 | 2,815 | 2,376 | 616 | 2,992 |
| – of which pension costs | 183 | 183 | 205 | 205 |
1) Excludes costs for share-based remuneration.
| SEK m | 2013 | 2014 |
|---|---|---|
| Salaries and other remuneration | 2,233 | 2,376 |
| Social security costs | 399 | 411 |
| Pension costs - defined-contribution plans | 128 | 161 |
| Pension costs - defined-benefit plans | 48 | 35 |
| Costs for special employer's contributions and tax on returns |
7 | 9 |
| Costs for allotted employee share options | ||
| 2011–2015 | 3 | 1 |
| Costs for the Performance Share Plan | ||
| 2012–2015 | 2 | 2 |
| 2013–2016 | 2 | 4 |
| 2014-2017 | – | 2 |
| Total costs for employees | 2,822 | 3,001 |
| 25 | 34 57 |
|---|---|
| 50 |
1) In 2014, the number of individuals was 5 (6).
2) Excludes costs for share-based remuneration.
| SEK m | 2013 | 2014 |
|---|---|---|
| Presidents of subsidiaries1) | 33 | 37 |
| Other employees of subsidiaries | 2,150 | 2,282 |
| Total subsidiaries2) | 2,183 | 2,319 |
1) In 2014, the number of individuals was 15 (15).
2) Excludes costs for share-based remuneration.
Financial statements
Other information
| Remuneration and other benefits, 2014 | Basic salary, | Variable | Share-ba | Other | Number | ||||
|---|---|---|---|---|---|---|---|---|---|
| SEK m | Directors' fees |
remunera tion |
Other benefits |
Pension costs |
sed remu neration |
remunera tion |
Total | Pension com mitments |
of individuals |
| Chairman of the Board | |||||||||
| Johan Molin | 0.93 | – | – | – | – | – | 0.93 | – | 1.0 |
| Board members | |||||||||
| Nora Førisdal Larssen | 0.35 | – | – | – | – | – | 0.35 | – | 1.0 |
| Lilian Fossum Biner | 0.35 | – | – | – | – | – | 0.35 | – | 1.0 |
| Stefan Jacobsson | 0.26 | – | – | – | – | – | 0.26 | – | 0.8 |
| Fredrik Palmstierna Thore Ohlsson |
0.35 0.35 |
– – |
– – |
– – |
– – |
– – |
0.35 0.35 |
– – |
1.0 1.0 |
| Ricard Wennerklint | 0.26 | – | – | – | – | – | 0.26 | – | 0.8 |
| President | |||||||||
| Morten Falkenberg | 7.38 | 3.48 | 0.19 | 2.82 | 1.28 | – | 15.15 | – | 1.0 |
| Other members of Group manage ment |
22.14 | 4.39 | 0.75 | 4.16 | 1.61 | – | 33.05 | 0.25 | 10.0 |
| –of whom, from subsidiaries | 13.36 | 2.39 | 0.60 | 1.47 | 0.58 | – | 18.40 | – | 6.0 |
| Total | 32.37 | 7.87 | 0.94 | 6.98 | 2.89 | – | 51.05 | 0.25 | 17.6 |
| Remuneration and other benefits, 2013 SEK m |
Basic salary, Directors' fees |
Variable remunera tion |
Other benefits |
Pension costs |
Share-ba sed remu neration |
Other remunera tion |
Total | Pension com mitments |
Number of individuals |
| Chairman of the Board | |||||||||
| Johan Molin | 0.89 | – | – | – | – | – | 0.89 | – | 1.0 |
| Board members | |||||||||
| Nora Førisdal Larssen | 0.33 | – | – | – | – | – | 0.33 | – | 1.0 |
| Lilian Fossum Biner | 0.33 | – | – | – | – | – | 0.33 | – | 1.0 |
| Fredrik Palmstierna | 0.33 | – | – | – | – | – | 0.33 | – | 1.0 |
| Thore Ohlsson | 0.33 | – | – | – | – | – | 0.33 | – | 1.0 |
| Former Board members | |||||||||
| Rolf Eriksen | 0.08 | – | – | – | – | – | 0.08 | – | 0.3 |
| President | |||||||||
| Morten Falkenberg | 7.03 | 3.36 | 0.24 | 2.62 | 0.67 | – | 13.92 | – | 1.0 |
| Other members of Group manage |
–of whom, from subsidiaries 11.85 2.32 0.50 1.10 0.61 – 16.38 – 5.0 Total 32.33 8.89 1.03 6.70 2.30 – 51.25 0.40 16.3
The average number of employees and number of men and women among Board members and senior managers are described in Note 5, see page 68.
Remuneration to the Chairman and members of the Board is determined by resolutions taken at the Annual General Meeting. No special fees are paid for committee work. Board members who are employed by Nobia do not receive a separate Directors' fee. Board members elected by the Annual General Meeting received a fixed fee of SEK 350,000 per member and the Chairman received SEK 945,000. The Board received a total of SEK 2,843,750. Employee representatives receive a study and preparation fee of SEK 26,000 per person per year.
In the 2014 fiscal year, the President received SEK 7,606,386 in salary and benefits, plus a variable salary portion related to results for 2014 of SEK 3,475,692. In addition to the normal pension in accordance with the Swedish National Insurance Act (ATP and AFP), the President has pension benefits corresponding to 30 per cent of pensionable salary. Pensionable
salary means fixed annual salary. For 2014, the premium cost was SEK 2,214,600. The retirement age is 65. The President has the right to 12 months' notice if employment is terminated by Nobia. If employment is terminated by the President, six months' notice must be given.
Group management, which comprised eight individuals in 2014, of whom three are employed in the Parent Company, received salaries and benefits during the fiscal year amounting to SEK 22,888,667 plus variable salary portions based on results for 2014 of SEK 4,387,027. Group management has the right to ITP pensions or an equivalent scheme. The retirement age is 65. In addition, management in Sweden has the right to an increased occupational pension premium of 20 per cent on salary portions amounting to more than 30 basic amounts, following a Board decision.
The fundamental principle for the variable salary portion for the unit managers and Group management is that such portions may amount to a maximum bonus of 30 per cent of fixed annual salary. The exception is the President whose variable salary portion may amount to a maximum bonus of 50 per cent of fixed annual salary. Exceptions may also be made for other senior managers following a decision by the Board. The variable portion is based on an earning period of one year. The outcome depends on the extent to which predetermined targets are met. The targets for the President are set by the Board of Directors. The President sets the targets for other senior managers following recommendations from the Board Remuneration Committee.
The Board of Directors appoints a Remuneration Committee from within its ranks. The Committee's tasks include preparing proposals with respect to remuneration for the President, and to reach decisions on remuneration proposals for managers that report directly to the President. For information about the Committee and its members, see page 38.
The contracts include provisions regarding remuneration and termination of employment. Under these agreements, employment may be terminated by the employee with a six-month period of notice and by the company with a 12-month period of notice.
At the 2011 Annual General Meeting, a resolution was made in accordance with the Board's proposal to continue the same incentive scheme implemented in previous years in the form of a performance-based employee share option scheme. This means that approximately 100 senior executives in the Nobia Group will be allotted a total of 1,640,000 employee share options. Each employee share option carries entitlement to the acquisition of shares in Nobia AB during the period from and including 31 May 2014 up to and including 31 December 2015 at a predetermined exercise price of SEK 54.10. The right to utilise these employee share options requires that on the exercise date the holder is an employee of the Nobia Group and that during the 2011–2013 fiscal years, the Nobia Group increases its earnings per share compared with the average for the 2009 and 2010 fiscal years, adjusted for structural nonrecurring costs, such that the total increase in earnings per share corresponds to an average annual increase in earnings per share of at least 5.0 per cent and a maximum of 15.0 per cent. The annual increase in earnings per share influences the number of options that can be received.
At the 2012 Annual General Meeting, a resolution was made in accordance with the Board's proposal to introduce an incentive scheme in the form of a Performance Share Plan. The basic motivation for the Performance Share Plan is the same as for the incentive scheme implemented in previous years in Nobia. The Performance Share Plan encompasses about 100 individuals, consisting of senior executives and managers as appointed by Nobia senior management. Participation in the plan requires an investment in Nobia shares corresponding to 50, 75 or 100 per cent of the employee's monthly salary (gross). At the end of the vesting period, the participants will be allotted shares in Nobia free of charge, provided that certain conditions are fulfilled. A participant's entitlement to receive shares in Nobia for matching share rights requires continued employment in the Nobia Group during the vesting period, May 2012–April/May 2015, and that entire investment in Nobia shares has remained during the same period. Matching takes place at a ratio of 1:1. Allotment of shares based on performance share rights also requires fulfilment of a financial performance target linked to accumulated earnings per share, adjusted for structural nonrecurring costs and structural nonrecurring income during the same period, during the 2012-2013 fiscal years. For category 1 comprising the President of the company, each saving share entitles the holder to four performance share rights. For category 2 comprising other members of Group management, each saving share entitles the holder to three performance share rights. For category 3 comprising other senior executives and managers, each saving share entitles the holder to one performance share right. The maximum number of shares that can be allocated under the plan is limited to 1,500,000. The value of the share rights is based on the
closing price of the Nobia share on the allocation date in mid-May 2012, with deductions for the present value of the estimated dividend during the 2012-2014 fiscal years. The share rights were attributed a value of SEK 19.76. Nobia does not compensate plan participants for dividends made during the vesting period in respect of the shares for which each share right is qualified.
At the 2013 Annual General Meeting, a resolution was made in accordance with the Board's proposal to continue with the same incentive scheme as applied in 2012 in the form of a Performance Share Plan. The basic motivation for the Performance Share Plan is the same as for the incentive scheme implemented in previous years in Nobia. The Performance Share Plan encompasses about 100 individuals, consisting of senior executives and managers as appointed by Nobia senior management. Participation in the plan requires an investment in Nobia shares corresponding to 25, 50, 75 or 100 per cent of the employee's monthly salary (gross). At the end of the vesting period, the participants will be allotted shares in Nobia free of charge, provided that certain conditions are fulfilled. A participant's entitlement to receive shares in Nobia for matching share rights requires continued employment in the Nobia Group during the vesting period, May 2013–April/May 2016, and that entire investment in Nobia shares has remained during the same period. Matching takes place at a ratio of 1:1. Allotment of shares based on performance share rights also requires fulfilment of a financial performance target linked to accumulated earnings per share, adjusted for structural nonrecurring costs and structural nonrecurring income during the same period, during the 2013-2014 fiscal years. For category 1 comprising the President of the company, each saving share entitles the holder to four performance share rights. For category 2 comprising the other approximately ten members of Group management, each saving share entitles the holder to three performance share rights. For category 3 comprising approximately five other individuals who report to the President of the company but are not member of Group management, each saving share entitles the holder to two performance share rights. For category 4 comprising approximately 85 other senior executives and managers, each saving share entitles the holder to one performance share right. The maximum number of shares that can be allocated under the plan is limited to 1,500,000. The value of the share rights is based on the closing price of the Nobia share on the allocation date in mid-May 2013, with deductions for the present value of the estimated dividend during the 2013-2015 fiscal years. The share rights were attributed a value of SEK 33.30. Nobia does not compensate plan participants for dividends made during the vesting period in respect of the shares for which each share right is qualified.
At the 2014 Annual General Meeting, a resolution was made in accordance with the Board's proposal to continue with the same incentive scheme as applied in 2012 and 2013 in the form of a Performance Share Plan. The basic motivation for the Performance Share Plan is the same as for the incentive scheme implemented in previous years in Nobia. The Performance Share Plan encompasses about 100 individuals, consisting of senior executives and managers as appointed by Nobia senior management. Participation in the plan requires an investment in Nobia shares corresponding to 25, 50, 75 or 100 per cent of the employee's monthly salary (gross). At the end of the vesting period, the participants will be allotted shares in Nobia free of charge, provided that certain conditions are fulfilled. A participant's entitlement to receive shares in Nobia for matching share rights requires continued employment in the Nobia Group during the vesting period, May 2014–April/May 2017, and that entire investment in Nobia shares has remained during the same period. Matching takes place at a ratio of 1:1. Allotment of shares based on performance share rights also requires fulfilment of a financial performance target linked to accumulated earnings per share, adjusted for structural nonrecurring costs and structural nonrecurring income during the same period, during the 2014-2015 fiscal years. For category 1 comprising the President of the
company, each saving share entitles the holder to four performance share rights. For category 2 comprising the other approximately nine members of Group management, each saving share entitles the holder to three performance share rights. For category 3 comprising approximately six other individuals who report to the President of the company but are not member of Group management, each saving share entitles the holder to two performance share rights. For category 4 comprising approximately 85 other senior executives and managers, each saving share entitles the
holder to one performance share right. The maximum number of shares that can be allocated under the plan is limited to 1,500,000. The value of the share rights is based on the closing price of the Nobia share on the allocation date in mid-May 2014, with deductions for the present value of the estimated dividend during the 2014–2016 fiscal years. The share rights were attributed a value of SEK 53.50. Nobia does not compensate plan participants for dividends made during the vesting period in respect of the shares for which each share right is qualified.
The table below is a summary of key data concerning the share option schemes. Fair value has been established using the Black & Scholes valuation model:
| Share option scheme 2011-2015 | |||||||
|---|---|---|---|---|---|---|---|
| Exercise price, | Theoretical value of the options, |
Share value at allotment, |
Volatility | Risk-free interest | |||
| Scheme | Exercise period | SEK per share | SEK per share | SEK per share | in per cent | rate in per cent | |
| 31 May 2014– | |||||||
| 2011–2015 | 31 December 2015 | 54.1 | 9.1 | 47.7 | 33 | 2.55 |
Premature exercise is expected to occur during the exercise period. This entails that exercise is expected to occur in the middle of the exercise period. Historical volatility is assumed to match the estimation of future volatility.
The entitlement to exercise the employee share options presupposes that the option holder remains an employee of the Nobia Group and that earnings per share increases to the extent that the total increase in earnings per share corresponds to an average annual increase in earnings per share of at least 5.0 per cent and a maximum of 15.0 per cent compared with the average for a certain defined period.
Assuming a maximum increase in earnings and full exercise, the number of employee share options from the various schemes will be as follows:
| Allotment of employee share options | ||||||
|---|---|---|---|---|---|---|
| President Other members of Other Original |
||||||
| Scheme | Group management | employees | Total | allotment | ||
| 2011–2015 | 70,000 | 200,000 | 370,000 | 640,000 | 1,640,000 | |
| 70,000 | 200,000 | 370,000 | 640,000 | 1,640,000 |
The costs of the schemes are presented in the table below:
| Accumulated costs | 20131) | 20142) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Scheme | IFRS 23) cost |
Social security contributions |
Total cost |
IFRS 23) cost |
Social security contributions |
Total cost |
IFRS 23) cost |
Social security contributions |
Total cost |
| 2011–2015 | 9 | 2 | 11 | 2 | 1 | 3 | 1 | 0 | 1 |
| 9 | 2 | 11 | 2 | 1 | 3 | 1 | 0 | 1 |
1) Price on 31 December 2013 = SEK 54.50 per share
2) Price on 31 December 2014 = SEK 69,75 per share
3) See Note 1 Share-based remuneration schemes on page 59
Changes in the number of outstanding share options and their weighted average exercise price were as follows:
| 2013 | 2014 | |||
|---|---|---|---|---|
| Average exercise price, SEK per share |
Number of options |
Average exercise price, SEK per share |
Number of options |
|
| As per | ||||
| 1 January | 54.10 | 1,395,000 | 54.10 | 1,075,000 |
| Allotted | – | 0 | – | 0 |
| Expired | – | 0 | – | 0 |
| Forfeited | 54.10 | –320,000 | 54.10 | –40,000 |
| Exercised | – | 0 | 54.10 | –395,000 |
| As per 31 December |
54.10 | 1,075,000 | 54.10 | 640,000 |
Of the 640,000 outstanding employee share option(1,075,000), it was possible to exercise 640,000 options (0) on 31 December 2014.
Outstanding share options at year-end have the following expiry dates and exercise prices:
| Options | |||
|---|---|---|---|
| Exercise price, | |||
| Expiry date | SEK per share | 2013 | 2014 |
| 31 December 2015 | 54.1 | 1,075,000 | 640,000 |
| 1,075,000 | 640,000 |
| Accumulated costs | 20131) | 20142) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Performance Share Plan | IFRS 23) cost |
Social security contributions |
Total cost |
IFRS 23) cost |
Social security contributions |
Total cost |
IFRS 23) cost |
Social security contributions |
Total cost |
| 2012–2015 | 2 | 2 | 4 | 1 | 1 | 2 | 1 | 1 | 2 |
| 2013-2016 | 4 | 2 | 6 | 1 | 1 | 2 | 2 | 2 | 4 |
| 2014-2017 | 2 | 0 | 2 | – | – | – | 2 | 0 | 2 |
| 8 | 4 | 12 | 2 | 2 | 4 | 5 | 3 | 8 |
1) Price on 31 December 2013 = SEK 54.50 per share
2) Price on 31 December 2014 = SEK 69.75 per share
3) See Note 1 Share-based remuneration schemes on page 59.
| As per 31 December | 508,724 | 544,454 |
|---|---|---|
| Forfeited | –348,768 | –150,035 |
| Allotted | 344,030 | 185,765 |
| As per 1 January | 513,462 | 508,724 |
| No. of share rights | 2013 | 2014 |
| No. of share rights | |||
|---|---|---|---|
| Expiry date | 2013 | 2014 | |
| April/May 2015 | 164,694 | 140,356 | |
| April/May 2016 | 344,030 | 238,951 | |
| April/May 2017 | – | 165,147 | |
| 508,724 | 544,454 |
Of the outstanding share rights, 302,016 are matching shares and 242,438 are performance shares.
| 2013 | 2014 | |||
|---|---|---|---|---|
| Subsidiaries in: | Average number of employees |
Of whom, men |
Average number of employees |
Of whom, men |
| Sweden | 695 | 500 | 711 | 510 |
| Denmark | 1,282 | 906 | 1,244 | 882 |
| Norway | 308 | 136 | 311 | 118 |
| Finland | 415 | 292 | 395 | 278 |
| Germany | 400 | 270 | 337 | 237 |
| Austria | 410 | 322 | 397 | 314 |
| UK | 2,299 | 1,713 | 2,408 | 1,794 |
| France | 767 | 393 | 713 | 337 |
| USA | 48 | 10 | 50 | 16 |
| Switzerland | 26 | 21 | 27 | 18 |
| Poland | 7 | 3 | 1 | 0 |
| Netherlands | 2 | 2 | 2 | 2 |
| Japan | 3 | 1 | 3 | 1 |
| Total subsidiaries | 6,662 | 4,569 | 6,599 | 4,507 |
| Parent Company | 28 | 14 | 37 | 16 |
| Group | 6,690 | 4,583 | 6,636 | 4,523 |
| 2013 | 2014 | |||
|---|---|---|---|---|
| Number on clo sing date |
Of whom, men, % |
Number on clo sing date |
Of whom, men, % |
|
| Board members | 60 | 95 | 60 | 95 |
| President and other senior executives |
76 | 84 | 84 | 83 |
| Group | 136 | 84 | 144 | 84 |
Several people are members of more than one of the subsidiaries' Boards of Directors or management groups.
| 2013 | 2014 | |||
|---|---|---|---|---|
| Number | Of | Number | Of | |
| on clo | whom, | on clo | whom, | |
| sing date | men, % | sing date | men, % | |
| Board members | 10 | 60 | 10 | 70 |
| President and other senior | ||||
| executives | 10 | 90 | 9 | 89 |
| Parent Company | 20 | 75 | 19 | 79 |
| Specification by type of costs | ||||
|---|---|---|---|---|
| Group | Parent Company | |||
| SEK m | 2013 | 2014 | 2013 | 2014 |
| KPMG | ||||
| Audit assignment | 9 | 9 | 3 | 3 |
| Audit activities other than audit assignment |
1 | 1 | 1 | 0 |
| Tax advice | 2 | 1 | 0 | 0 |
| Other assignments | 1 | 2 | 0 | 1 |
| Other auditors | ||||
| Audit assignment | 0 | 0 | – | – |
Audit assignment refers to the statutory audit of the annual and consolidated financial statements and accounting, the administration of the Board and the President and other examinations performed by agreement or contract. This includes other duties that fall upon the company's auditor to perform and providing advisory services or other assistance due to observations made during such an audit or while performing other such duties.
| Depreciation/amor tisation |
Impairment | |||
|---|---|---|---|---|
| Group, SEK m | 2013 | 2014 | 2013 | 2014 |
| Cost of goods sold | –150 | –158 | 0 | – |
| Selling expenses | –188 | –177 | –13 | –342 |
| Administrative expenses | –39 | –43 | 0 | –2 |
| Total depreciation/amortisa tion and impairment |
–377 | –378 | –13 | –344 |
| Group | Parent Company | |||
|---|---|---|---|---|
| Group, SEK m | 2013 | 2014 | 2013 | 2014 |
| Gains attributable to sale of fixed assets |
18 | 12 | – | – |
| Exchange-rate gains from operating receivables/liabilities |
39 | 33 | – | – |
| Other | 19 | 18 | – | – |
| Total other operating income | 76 | 63 | – | – |
| Group | Parent Company | |||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 |
| Exchange-rate losses from operating receivables/liabilities |
–45 | –41 | – | – |
| Capital loss attributable to divestment of subsidiaries |
–36 | – | – | – |
| Loss attributable to sale of fixed assets |
0 | 0 | – | – |
| Other | –2 | –20 | – | – |
| Total other operating expenses | –83 | –61 | – | – |
| SEK m | 2013 | 2014 |
|---|---|---|
| Costs for goods and materials | –4,604 | –4,819 |
| Costs for remuneration to employees | –2,781 | –2,960 |
| Depreciation and impairment (Note 7) | –390 | –722 |
| Freight costs | –579 | –589 |
| Operational leasing costs, primarily stores (Note 11) |
–637 | –656 |
| Other operating expenses | –2,204 | –2,297 |
| Total operating expenses | –11,195 | –12,043 |
The nominal values of contracted future leasing fees where the remaining term exceeds one year, are specified as follows (pertains mainly to rental contracts for premises):
| Group | Parent Company | |||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 |
| Expensed during the year | 637 | 656 | 1 | 1 |
| Falling due for payment within | ||||
| one year | 512 | 592 | 0 | 0 |
| Falling due for payment | ||||
| between one and five years | 1,151 | 1,317 | 0 | 0 |
| Falling due for payment later | 722 | 848 | 0 | 0 |
| Total | 2,385 | 2,757 | 0 | 0 |
The nominal values of rental contracts that are re-let, where the remaining term exceeds one year, are specified as follows:
| Group | Parent Company | |||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 |
| Falling due for payment within one year |
61 | 49 | – | – |
| Falling due for payment between one and five years |
153 | 85 | – | – |
| Falling due for payment later | 3 | 3 | – | – |
| Total | 217 | 137 | – | – |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 | |
| Profit from participations in Group companies |
|||||
| Dividends | – | – | 100 | 161 | |
| Group contributions received | – | – | 144 | 151 | |
| Financial income | |||||
| Interest income, current | 4 | 7 | 31 | 29 | |
| Exchange-rate differences | 9 | 5 | 8 | – | |
| Financial expenses | |||||
| Interest expense | –57 | –44 | –80 | –64 | |
| Interest expense pertaining to pension liabilities |
–41 | –41 | – | – | |
| Exchange-rate differences | –9 | –5 | 0 | –4 | |
| Total | –94 | –78 | 203 | 273 |
| 13 |
|---|
| ---- |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 | |
| Current tax expenses for the period |
–169 | –187 | – | – | |
| Deferred tax | –26 | –157 | 0 | 1 | |
| Tax on net profit for the year | –195 | –344 | 0 | 1 |
| Parent Company, % | 2013 | 2014 |
|---|---|---|
| Tax rate in the Parent Company | 22.0 | 22.0 |
| Taxes attributable to earlier periods | – | – |
| Non-tax deductible income | 0.0 | – |
| Non-deductible costs | 0.5 | 0.5 |
| Non-tax deductible dividend | –19.5 | –23.1 |
| Non-capitalised loss carryforwards | –3.3 | –0.4 |
| Other | 0.1 | 0.4 |
| Recognised effective tax | –0.2 | –0.6 |
The difference between the nominal and effective tax rates for the Parent Company primarily pertains to dividends from subsidiaries and a non-capitalised loss carryforward. The loss carryforward is capitalised at Group level.
Tax expense on net profit for the year for the Group comprised 109.1 per cent of profit before tax. In 2013, tax expense accounted for 35.3 per cent of profit before tax. On 1 January 2015, corporation tax in Denmark was lowered from 24.5 per cent to 23.5 per cent. On 1 April 2015, corporation tax in the UK will be lowered from 21.0 per cent to 20.0 per cent. Nobia's deferred tax liabilities and assets from these countries are thus recognised at these new tax rates as per 31 December 2014, with a marginal effect in the income statement and the balance sheet. The difference between recognised tax (109.1 per cent) and anticipated tax in consolidated profit before tax calculated using the local tax rate for Sweden (22.0 per cent) is explained in the table below.
| Recognised effective tax | 35.3 | 109.1 |
|---|---|---|
| Other | –0.4 | 0.1 |
| Impairment of goodwill | – | 22.9 |
| Taxable contribution to subsidiaries | 7.0 | – |
| Non-capitalised loss carryforwards | 0.9 | 12.3 |
| Reconsideration of not previously capitalised loss carryforwards |
–4.5 | – |
| Reconsideration of previously capitalised loss carryforwards |
1.2 | 45.2 |
| Changed tax rate | 1.5 | –0.6 |
| Non-deductible costs | 3.4 | 5.8 |
| Non-tax deductible income | –1.4 | –3.2 |
| Taxes attributable to earlier periods | –1.1 | 0.4 |
| Different local tax rates | 6.7 | 4.2 |
| Local tax rate in Sweden | 22.0 | 22.0 |
| Group, % | 2013 | 2014 |
Note 26 on page 78 explains the calculation of deferred tax assets and liabilities.
| 2 – – 49 |
– 260 –328 193 |
|---|---|
| 2,102 | 2,153 |
| 2013 | 2014 |
At the end of 2014, recognised goodwill amounted to SEK 2,278 million (2,153). The carrying amount of goodwill is specified by cash-generating units as follows:
| SEK m | 2013 | 2014 |
|---|---|---|
| Nobia UK | 1,050 | 1,455 |
| Hygena | 322 | – |
| Nobia DK | 307 | 327 |
| Nobia SweNo | 147 | 147 |
| Other | 327 | 349 |
| Total | 2,153 | 2,278 |
Goodwill has been allocated to cash-generating units (CGU) when these units were acquired. Nobia has seven CGUs, which in organisational terms correspond to the company's business units. Goodwill is subject to an annual impairment test by calculating the expected recoverable amount of each CGU. The recoverable amount is calculated as the expected cash flow discounted by a weighted average cost of capital (WACC) after tax for each CGU. The recoverable amount calculated in conjunction with this is compared with the carrying amount, including goodwill, for each CGU.
The starting point of the calculation is the estimated future cash flows based on the financial budget for the forthcoming fiscal year. A forecast for the next four years is prepared based on this budget and expectations regarding market trends in the years ahead, which reflects previous experience.
Significant assumptions applied to the calculation of the expected cash flow include the growth in net sales and operating margin. Various economic indicators are used to analyse the business climate, as well as external and internal analyses of these. The trend in the operating margin is based on cost of goods sold and operating expenses in relation to sales. The assumptions are also based on the effects of the Group's long-term strategic initiatives, comprising differentiated brands, a Group-wide range, central sourcing and product development. In order to extrapolate the cash flows outside the first five years, a growth rate of 2 per cent is applied to all CGUs.
The weighted average cost of capital is calculated on the average debt/ equity ratio for large companies in similar industries and costs for borrowed and shareholders' equity. The cost of shareholders' equity is determined on the basis of the assumption that all investors require at least the same level of return as for risk-free government bonds, with an additional risk premium for the estimated risks assumed when they invest in cash-generating units. The risk premium has been established based on the long-term historical return on the stock market for large companies in similar industries by taking into consideration the risk profile of each business unit. The required return on debt-financed capital is also calculated on the return on risk-free government bonds and by applying a borrowing margin based on an estimated company-specific risk. The required return and tax rate for each CGU is influenced by the interest and tax rates in different countries.
In 2014, the Group's weighted cost of capital before tax amounted to 10.8 per cent (12.1) and after tax to 8.6 per cent (9.6). In total, the utilised cost of capital after tax for 2014 is in the interval 7.9-9.2 per cent (8.9- 12.2).
Due to the planned sale of Hygena, the value of Hygena's goodwill of SEK 328 million as per the closing day rate on 31 December 2014 was impaired in the third-quarter accounts. According, Hygena's goodwill was not tested on 31 December 2014. Other testing of goodwill did not lead to any impairment of goodwill in 2014.
Assumptions for calculating recoverable amounts:
| % | 2013 | 2014 |
|---|---|---|
| Nobia UK | 12.2 | 11.1 |
| Hygena | 15.7 | – |
| Nobia DK | 11.3 | 10.4 |
| Nobia SweNo | 12.3 | 11.7 |
| Other | 10.9–12.2 | 9.5–10.8 |
| SEK m | 2013 | 2014 |
|---|---|---|
| Opening cost | 473 | 494 |
| Investments for the year | 22 | 59 |
| Sales and scrapping | 0 | –3 |
| Divestment of operations | –17 | – |
| Acquisition of operations | – | 2 |
| Reclassification | 2 | –173 |
| Translation differences | 14 | 32 |
| Closing accumulated cost | 494 | 411 |
| Opening amortisation | 276 | 318 |
| Sales and scrapping | 0 | –2 |
| Amortisation for the year | 49 | 14 |
| Divestment of operations | –17 | – |
| Reclassification | 0 | –98 |
| Impairment | 0 | 2 |
| Translation differences | 10 | 19 |
| Closing accumulated amortisation | 318 | 253 |
| Closing carrying amount | 176 | 158 |
| Of which: | ||
| Software | 112 | 123 |
| Brands | 20 | 23 |
| Other | 44 | 12 |
| Closing carrying amount | 176 | 158 |
| Group | ||
|---|---|---|
| Buildings, SEK m | 2013 | 2014 |
| Opening cost | 1,881 | 1,810 |
| Investments for the year | 12 | 25 |
| Sales and scrapping | –6 | –29 |
| Divestment of operations | –123 | – |
| Acquisition of operations | – | 75 |
| Reclassification | 1 | –101 |
| Translation differences | 45 | 140 |
| Closing cost including | ||
| written-up amount | 1,810 | 1,920 |
| Opening depreciation and impairment | 1,197 | 1,184 |
| Sale and scrapping | –4 | –20 |
| Divestment of operations | –123 | – |
| Reclassification | 0 | –66 |
| Depreciation for the year | 79 | 78 |
| Impairment | 6 | –7 |
| Translation differences | 29 | 92 |
| Closing depreciation and impairment | 1,184 | 1,261 |
| Closing carrying amount | 626 | 659 |
| Closing accumulated depreciation | 1,171 | 1,257 |
| Group | |||
|---|---|---|---|
| Land and land improvements, SEK m | 2013 | 2014 | |
| Opening cost | 190 | 183 | |
| Investments for the year | 1 | 1 | |
| Sales and scrapping | – | –2 | |
| Divestment of operations | –14 | – | |
| Acquisition of operations | – | 11 | |
| Reclassification | 0 | –20 | |
| Translation differences | 6 | 11 | |
| Closing cost including written-up amount |
183 | 184 | |
| Opening depreciation and impairment | 37 | 25 | |
| Sales and scrapping | – | – | |
| Divestment of operations | –14 | – | |
| Reclassification | 0 | 0 | |
| Depreciation for the year | 1 | 1 | |
| Impairment | 0 | 0 | |
| Translation differences | 1 | 1 | |
| Closing depreciation and impairment | 25 | 27 | |
| Closing carrying amount | 158 | 157 | |
| Closing accumulated depreciation | 24 | 25 | |
| Group | ||
|---|---|---|
| Investments in progress, SEK m | 2013 | 2014 |
| Opening balance | 17 | 13 |
| Investments initiated during the year | 16 | 34 |
| Investments completed during the year1) | –20 | –15 |
| Translation differences | 0 | 2 |
| Closing carrying amount | 13 | 34 |
1) Assets reclassified as other tangible fixed assets.
Group
| Machinery and other technical equipment, SEK m | 2013 | 2014 |
|---|---|---|
| Opening cost | 2,492 | 2,494 |
| Investments for the year | 92 | 61 |
| Sales and scrapping | –52 | –37 |
| Divestment of operations | –112 | – |
| Acquisition of operations | – | 14 |
| Reclassification | 14 | –474 |
| Translation differences | 60 | 155 |
| Closing cost including written-up amount | 2,494 | 2,213 |
| Opening depreciation and impairment | 1,738 | 1,769 |
| Sales and scrapping | –51 | –35 |
| Divestment of operations | –112 | – |
| Reclassification | 0 | –325 |
| Depreciation for the year | 149 | 147 |
| Impairment | 4 | 0 |
| Translation differences | 41 | 114 |
| Closing depreciation and impairment | 1,769 | 1,670 |
| Closing carrying amount | 725 | 543 |
| Closing accumulated depreciation | 1,752 | 1,654 |
| Group | ||
|---|---|---|
| Equipment, tools, fixtures and fittings, SEK m | 2013 | 2014 |
| Opening cost | 1,391 | 1,408 |
| Investments for the year | 106 | 123 |
| Sales and scrapping | –92 | –165 |
| Divestment of operations | –17 | – |
| Acquisition of operations | – | 12 |
| Reclassification | –4 | –107 |
| Translation differences | 24 | 124 |
| Closing cost | 1,408 | 1,395 |
| Opening depreciation and impairment | 1,039 | 1,054 |
| Sales and scrapping | –76 | –135 |
| Divestment of operations | –16 | – |
| Reclassification | –11 | –57 |
| Depreciation for the year | 99 | 138 |
| Impairment | 3 | 21 |
| Translation differences | 16 | 95 |
| Closing depreciation and impairment | 1,054 | 1,116 |
| Closing carrying amount | 354 | 279 |
| Closing accumulated depreciation | 1,020 | 1,061 |
| Group | ||
|---|---|---|
| Advance payments for tangible fixed assets, SEK m | 2013 | 2014 |
| Opening balance | 1 | 0 |
| Expenses during the year | 0 | 0 |
| Reclassification | –1 | 0 |
| Closing carrying amount | 0 | 0 |
Reclassifications for the year amounted to a negative SEK 269 million, of which SEK 272 million referred to reclassifications to Assets held for sale and SEK 3 million to financial leasing. Impairment for the year for tangible fixed assets amounted to SEK 21 million (13) and reversals of previous impairment amounted to SEK 7 million. Of this amount SEK 14 million (6) was charged to the UK region and pertained to buildings and kitchen displays. SEK 0 million (0) was charged to the Nordic region. No impairment was charged to the Continental Europe region (7) or to Group-wide and eliminations (–). Impairment was recognised at fair value less selling expenses based on the estimated price in the relevant location.
| Group | |||
|---|---|---|---|
| Other long-term receivables, SEK m | 2013 | 2014 | |
| Deposits | 48 | 27 | |
| Long-term loans to retailers | 1 | 1 | |
| Other interest-bearing receivables | 2 | 6 | |
| Other | 4 | 1 | |
| Total | 55 | 35 |
| Parent Company | ||
|---|---|---|
| Shares and participations in Group companies, SEK m | 2013 | 2014 |
| Opening cost | 2,229 | 2,231 |
| Intra-Group sale | – | – |
| Shareholders' contribution | – | – |
| Other changes | 2 | 3 |
| Closing cost | 2,231 | 2,234 |
Financial statements
Other information
Nobia AB's holdings of shares and participations in operating Group companies, %
| Carrying amount | ||||||
|---|---|---|---|---|---|---|
| Corp. Reg. No. | Domicile | Share of equity, % | No. of shares | 2013 | 2014 | |
| Nobia Sverige AB | 556060-1006 | Stockholm | 100 | 100 | 1,256 | 1,256 |
| Sigdal Kjøkken AS | Kolbotn | 100 | ||||
| Nobia Production Sweden AB | 556038-0072 | Tidaholm | 100 | |||
| Marbodal OY1) | Helsinki | 100 | ||||
| Nobia Denmark A/S | Ølgod | 100 | ||||
| HTH Kök Svenska AB | 556187-3190 | Helsingborg | 100 | |||
| Nobia Denmark Retail A/S | Ølgod | 100 | ||||
| HTH Kuchni Ekspert w. Kuchni S.p.z.o.o. | Warsaw | 100 | ||||
| Novart Oy | Nastola | 100 | ||||
| Nobia Holding (UK) Limited | Darlington | 100 | ||||
| Magnet Ltd | Darlington | 100 | ||||
| Larkflame Ltd | Darlington | 100 | ||||
| Magnet (Isle of Man) Limited | Isle of Man | 100 | ||||
| Aqua Ware Ltd1) | Darlington | 100 | ||||
| Magnet Group Trustees Ltd1) | Darlington | 100 | ||||
| Magnet Group Ltd1) | Darlington | 100 | ||||
| Flint Properties Ltd1) | Darlington | 100 | ||||
| Eastham Ltd1) | Darlington | 100 | ||||
| Hyphen Fitted Furniture Ltd1) | Darlington | 100 | ||||
| Magnet Distribution Ltd1) | Darlington | 100 | ||||
| The Penrith Joinery Company Ltd1) | Darlington | 100 | ||||
| Magnet & Southerns Ltd1) | Darlington | 100 | ||||
| Magnet Furniture Ltd1) | Darlington | 100 | ||||
| Magnet Joinery Ltd1) | Darlington | 100 | ||||
| Magnet Manufacturing Ltd1) | Darlington | 100 | ||||
| Magnet Retail Ltd1) | Darlington | 100 | ||||
| Magnet Supplies Ltd1) | Darlington | 100 | ||||
| Magnet Industries Ltd1) | Darlington | 100 | ||||
| Magnet Kitchens Ltd1) | Darlington | 100 | ||||
| Firenzi Kitchens Ltd1) | Darlington | 100 | ||||
| Gower Group Ltd | Halifax | 100 | ||||
| Gower Furniture Ltd | Halifax | 100 | ||||
| Charco Ninety-Nine Ltd | Halifax | 100 | ||||
| WOR Ltd1) | Halifax | 100 | ||||
| Gower Windows Ltd1) | Halifax | 100 | ||||
| Eurostyle Furniture Ltd1) | Halifax | 100 | ||||
| Beverly Doors Ltd1) | Halifax | 100 | ||||
| Working Systems Ltd1) | Halifax | 100 | ||||
| Perfectshot Ltd1) | Halifax | 100 | ||||
| Addspace Products Ltd1) | Halifax | 100 | ||||
| Gower Garden Furniture Ltd1) | Halifax | 100 | ||||
| Rollfold Holdings Ltd | Dewsbury | 100 | ||||
| Rollfold Group Ltd | Dewsbury | 100 | ||||
| Rollfold Trustee Ltd | Dewsbury | 100 | ||||
| Rollfold Ltd | Dewsbury | 100 | ||||
| Rixonway Kitchens Ltd | Dewsbury | 100 | ||||
| Halvanto Kitchens Ltd | Dewsbury | 100 | ||||
| Lovene Dörr AB1) | 556038-1724 | Stockholm | 100 | |||
| Star Möbelwerk GmbH1) | Herford | 100 | ||||
| Swedoor Bauelementevertrieb Gmbh1) | Herford | 100 |
| Carrying amount | ||||||
|---|---|---|---|---|---|---|
| Corp. Reg. No. | Domicile | Share of equity, % | No. of shares | 2013 | 2014 | |
| Nobia Svenska Kök AB | 556048-3256 | Tidaholm | 100 | 30,000 | 92 | 92 |
| Poggenpohl Möbelwerke GmbH | Herford | 98.57 | 713 | 713 | ||
| Poggenpohl Group UK Ltd | London | 100 | ||||
| Norman Glen Kitchens & Interiors Ltd | London | 100 | ||||
| Wigmore Street Kitchens Ltd | London | 100 | ||||
| Ultimo Kitchens (Pimlico) Ltd | London | 100 | ||||
| Poggenpohl Austria Gmbh | Vienna | 100 | ||||
| Poggenpohl France SARL | Paris | 100 | ||||
| Poggenpohl Nederland BV | Veldhoven | 100 | ||||
| SA Poggenpohl Belgium NV1) | Ghent | 100 | ||||
| Poggenpohl US Inc. | Fairfield NJ | 100 | ||||
| Poggenpohl Group Schweiz AG | Littau | 100 | ||||
| Poggenpohl AB | 556323-2551 | Stockholm | 100 | |||
| Poggenpohl A/S1) | Copenhagen | 100 | ||||
| Poggenpohl Japan Co Ltd | Tokyo | 100 | ||||
| Möbelwerkstätten Josef Ritter GmbH1) | Herford | 100 | ||||
| Poggenpohl Forum Gmbh | Herford | 100 | ||||
| Goldreif Küchen GmbH | Herford | 100 | ||||
| WKF Wehdemer Komponentfertigung Gmbh1) | Herford | 100 | ||||
| OP Vermögensförwaltungsgesellschaft mbH1) | Herford | 100 | ||||
| MB Vermögensförwaltungsgesellschaft mbH1) | Herford | 100 | ||||
| Nobia Holding France SAS | Seclin | 100 | ||||
| Hygena Cuisines SAS | Seclin | 100 | ||||
| Norema ASA | Jevnaker | 100 | 20,000 | 154 | 154 | |
| Invita Retail A/S | Ølgod | 100 | ||||
| Nobia Beteiligungs-GmbH | Wels | 100 | 22) | 22) | ||
| Nobia Liegenschafts- und Anlagenverwaltungs-GmbH | Wels | 100 | 12) | 12) | ||
| EWE Küchen GmbH | Wels | 100 | ||||
| FM Küchen GmbH | Linz | 100 | ||||
| Other | 13 | 16 | ||||
| Total | 2,231 | 2,234 |
1) The company is dormant.
2) The company is one-per cent-owned by Nobia AB and 99-per cent-owned by the subsidiary, Nobia Sverige AB. The details concern the one-per cent holding.
| 18 NOTE DERIVATIVE INSTRUMENTS |
||||
|---|---|---|---|---|
| Group | Parent Company | |||
| SEK m | Carrying amount 2014 |
Fair value 2014 |
Carrying amount 2014 |
Fair value 2014 |
| Forward agreements, transac tion exposure – assets |
20 | 20 | – | – |
| Forward agreements, transac tion exposure – liabilities |
–10 | –10 | – | – |
| Interest swaps | –14 | –14 | – | – |
| Total | –4 | –4 | – | – |
Unrealised gains and losses totalling a net loss of SEK 4 million in shareholders' equity as per 31 December 2014 will be recognised in profit or loss at different times within 24 months of the closing date. For information about forward agreements and interest swaps, see Note 2 Financial risks on page 60. The preceding year's unrealised gains and losses totalling a net profit of SEK 3 million were reversed in profit or loss in their entirety in 2014.
| Group | Parent Company | |||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 |
| Prepaid rent | 73 | 72 | 0 | – |
| Bonus from suppliers | 69 | 91 | 43 | 45 |
| Prepaid bank charges | 5 | 4 | – | – |
| Insurance policies | 5 | 8 | 0 | 1 |
| Other | 78 | 72 | 4 | 8 |
| Total | 230 | 247 | 47 | 54 |
| 20 |
|---|
| ---- |
| Group | Parent Company | |||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 |
| Cash and bank balances | 278 | 470 | 152 | 184 |
Unutilised overdraft facilities, which are not included in cash and cash equivalents, totalled SEK 401 million (383) in the Group, and SEK 351 million (333) in the Parent Company at year-end. In addition to the overdraft facilities, the company has unutilised credit commitments of SEK 1,000 million (2,000).
| No. of registered shares |
No. of outstanding shares |
|
|---|---|---|
| As per 1 January 2013 | 175,293,458 | 167,131,158 |
| As per 31 December 2013 | 175,293,458 | 167,131,158 |
| As per 31 December 2014 | 175,293,458 | 167,526,158 |
The share capital amounts to SEK 58,430,237. The par value per share is SEK 0.33. All of the registered shares are fully paid. All shares are ordinary shares of the same type. Nobia owns 7,767,300 bought-back shares (8,162,300). Bought-back shares are not reserved for issue according to the option agreement or other sale.
A specification of changes in shareholders' equity is provided on pages 51 and 54.
| SEK m | Translation reserve |
Hedging reserve |
Total |
|---|---|---|---|
| Opening balance, 1 January 2013 | –470 | 0 | –470 |
| Exchange-rate differences attrib utable to translation of foreign operations |
109 | – | 109 |
| Cash-flow hedges, before tax | – | 4 | 4 |
| Tax attributable to change in hedging reserve for the year |
– | –1 | –1 |
| Closing balance, 31 December 2013 | –361 | 3 | –358 |
| Opening balance, 1 January 2014 | –361 | 3 | –358 |
| Exchange-rate differences attrib utable to translation of foreign operations |
369 | – | 369 |
| Cash-flow hedges, before tax | – | –5 | –5 |
| Tax attributable to change in hedging reserve for the year |
– | 1 | 1 |
| Closing balance, 31 December 2014 | 8 | –1 | 7 |
The translation reserve includes all exchange-rate differences arising in conjunction with the translation of financial statements from foreign operations that have prepared their financial statements in a different currency to the currency in which the consolidated financial statements are prepared. The Parent Company and Group present their financial statements in SEK.
The hedging reserve includes the effective portion of the accumulated net change in fair value of a cash-flow hedging and interest-rate hedging instrument attributable to hedging transactions that have not yet occurred.
Earnings per share before dilution are calculated by dividing profit attributable to the Parent Company shareholders by the weighted average number of outstanding ordinary shares during the period.
| 2013 | 2014 | |
|---|---|---|
| Profit/loss attributable to Parent Company's shareholders, SEK m |
351 | –28 |
| Profit/loss from continuing operations, SEK m |
366 | –11 |
| Loss from discontinued operations, SEK m | –15 | –17 |
| Weighted average number of outstanding ordinary shares before dilution |
167,131,158 | 167,334,491 |
| Earnings/loss per share before dilution, SEK | 2.10 | –0.17 |
| Earnings/loss per share before dilution, from continuing operations, SEK |
2.19 | –0.06 |
| Loss per share before dilution, for discontinued operations, SEK |
–0.09 | –0.11 |
To calculate earnings per share after dilution, the weighted average number of outstanding ordinary shares is adjusted for the dilution effect of all potential ordinary shares. These potential ordinary shares are attributable to the employee share options that were allotted to senior executives in 2011 and potential ordinary shares attributable to the Performance Share Plans that were introduced in 2012, 2013 and 2014. Refer to Notes 4 and 21, on pages 64 and 75.
Various circumstances may mean that the options and share rights do not lead to any dilution. If net profit for the year from continuing operations is negative, neither the share options nor share rights are considered dilutive. Also, the share options and performance share rights do not lead to dilution if the achieved earnings per share are insufficient to entitle shares at the end of the vesting period. In addition, the share options are not dilutive if the exercise price, including a supplement for the value of remaining future services to report during the vesting period, exceed the average share price for the period. Correspondingly, share rights are not dilutive if the value of remaining future services to report during the vesting period correspond to an exercise price that exceeds the average share price for the period. For the employee share option scheme and the Performance Share Plans, at least one of these circumstances is required to bring about dilution.
| 2013 | 2014 | |
|---|---|---|
| Weighted average number of outstanding ordinary shares |
167,131,158 | 167,334,491 |
| Employee share option scheme 2011 | – | – |
| Performance Share Plan 2012 | 119,906 | – |
| Performance Share Plan 2013 | 58,459 | – |
| Performance Share Plan 2014 | – | – |
| Weighted average number of outstanding ordinary shares after dilution |
167,309,523 | 167,334,491 |
| Earnings/loss per share, after dilution, SEK | 2.10 | –0.17 |
| Earnings per share after dilution from con tinuing operations, SEK |
2.19 | –0.06 |
| Earnings per share after dilution from discontinued operations, SEK |
–0.09 | –0.11 |
A dividend of SEK 1.75 per share for the 2014 fiscal year will be proposed at the Annual General Meeting on 14 April 2015. Based on the number of shares outstanding at the end of 2014, the proposed dividend totals SEK 293 million.This amount has not been recognised as a liability, but will be recognised as an appropriation of profits under shareholders' equity for the 2015 fiscal year.
In 2014, dividends totalling SEK 167 million were paid for the 2013 fiscal year.Dividends to non-controlling interests in subsidiaries amounted to SEK 0.5 million.
In 2013, dividends totalling SEK 84 million were paid for the 2012 fiscal year.No dividend was paid to non-controlling interests in subsidiaries.
| Group | |||
|---|---|---|---|
| Provisions for pensions, SEK m | 2013 | 2014 | |
| Defined-benefit pension plans | 654 | 869 |
There are several defined-benefit pension plans within the Group, whereby the employee's right to remuneration after termination of employment is based upon final salary and period of service. These plans are primarily found in the UK, Sweden and Germany. In Norway, the defined-benefit pension plan was essentially discontinued in 2014 and the remaining minor amounts will be discontinued in 2015. These pension plans will be replaced by defined-contribution plans. The plans in the UK and Germany have already been concluded.
Commitments for old-age pensions and family pensions for salaried employees in Sweden are secured on the basis of the FPG/PRI system and insurance primarily with Alecta.
According to statement UFR 3 from the Swedish Financial Reporting Board, the insurance with Alecta is a multi-employer defined-benefit plan. Since the Group did not have access to information in the 2014 fiscal year that would make it possible to recognise this plan as a defined-benefit plan, ITP pension plans secured on the basis of insurance with Alecta have been recognised as defined-contribution plans. Fees for pension insurance with Alecta for the year amounted to SEK 2.7 million (2.2).
On 31 December 2014, Alecta's surplus, which can be distributed between the policy holder and/or the persons insured in the form of the collective consolidation rate, amounted to 143 per cent (148 per cent on 31 December 2013). The collective consolidation rate comprises the market value of Alecta's assets as a percentage of the insurance commitments produced in accordance with Alecta's actuarial calculation assumptions, which are not in agreement with IAS 19.
| Group | ||
|---|---|---|
| SEK m | 2013 | 2014 |
| Present value of funded obligations | 2,330 | 2,965 |
| Fair value of plan assets | –1,821 | –2,275 |
| 509 | 690 | |
| Present value of unfunded obligations | 145 | 179 |
| Net debt in balance sheet | 654 | 869 |
The net debt for defined-benefit plans amounting to SEK 869 million (654) is recognised in its entirety in the "Provisions for pensions" item in the consolidated balance sheet. The net debt at year-end was as follows: UK 79 per cent (76), Sweden 13 per cent (13), Germany 8 per cent (9) and Norway 0 per cent (2).
| Defined-benefit obligation | Plan assets | Net debt | |||||
|---|---|---|---|---|---|---|---|
| 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | ||
| At beginning of the year | 2,495 | 2,475 | –1,676 | –1,821 | 819 | 654 | |
| Recognised in the income statement | |||||||
| Costs for service during current year | 7 | –6 | 7 | –6 | |||
| Interest expense (+)/income (–) | 101 | 113 | –60 | –72 | 41 | 41 | |
| 108 | 107 | –60 | –72 | 48 | 35 | ||
| Recognised in other comprehensive income | |||||||
| Remeasurements | |||||||
| Actuarial gains/loss due to: | |||||||
| – demographic assumptions | 1 | –50 | 1 | –50 | |||
| – financial assumptions | –91 | 417 | –91 | 417 | |||
| – experience-based adjustments | 5 | 2 | 5 | 2 | |||
| Return on plan assets excluding interest income | –65 | –167 | –65 | –167 | |||
| Exchange-rate differences | 45 | 333 | –37 | –252 | 8 | 81 | |
| –40 | 702 | –102 | –419 | –142 | 283 | ||
| Other | |||||||
| Employer contributions | –63 | –95 | –63 | –95 | |||
| Benefits paid | –88 | –140 | 80 | 132 | –8 | –8 | |
| –88 | –140 | 17 | 37 | –71 | –103 | ||
| At year-end | 2,475 | 3,144 | –1,821 | –2,275 | 654 | 869 |
| Group | |||
|---|---|---|---|
| SEK m | 2013 | 2014 | |
| Cost of goods sold | 1 | 0 | |
| Selling expenses | 1 | 1 | |
| Administrative expenses | 5 | –7 | |
| Net financial items | 41 | 41 | |
| Total pension costs | 48 | 35 |
| Total actual return on plan assets | 125 | 239 |
|---|---|---|
| Return on pension assets excluding interest income | 65 | 167 |
| Interest income | 60 | 72 |
| SEK m | 2013 | 2014 |
| Group | ||
|---|---|---|
| % | 2013 | 2014 |
| Discount rate | 2.9–4.6 | 1.95–3.7 |
| Future annual salary increases | 2.5–3.5 | 2.0–2.5 |
| Future annual pension increases | 3.0–3.4 | 1.0–3.1 |
The expected average number of years of life remaining after retirement at 65 years of age is as follows:
| Group | |||
|---|---|---|---|
| 2013 | 2014 | ||
| On closing date | |||
| Men | 22.0–23.0 | 22.0–23.0 | |
| Women | 25.0–25.2 | 25.0–25.3 | |
| 20 years after closing date | |||
| Men | 23.0–25.0 | 23.0–25.1 | |
| Women | 25.0–28.4 | 25.0–28.5 |
| 2013 | 2014 | ||||
|---|---|---|---|---|---|
| Listed | Listed | ||||
| price on | price on | ||||
| an active | Unlisted | an active | Unlisted | ||
| Group, SEK m | market | prices | market | prices | |
| Cash and cash equivalents | 28 | – | 39 | – | |
| High-quality corporate bonds | 61 | – | 120 | – | |
| Mutual funds, Western Europe | 121 | – | 131 | – | |
| Mutual funds, growth markets | 22 | – | 27 | – | |
| Mutual funds, global | 334 | – | 412 | – | |
| Hedge funds | 160 | – | 200 | – | |
| Fixed-income funds, | |||||
| term 7–20 years | 996 | – | 1 342 | – | |
| Fixed-income funds, | |||||
| term 1–3 years | 10 | – | – | – | |
| Property funds | 89 | – | 4 | – | |
| Total | 1,821 | – | 2,275 | – |
Contributions to remuneration plans after employment has been completed are expected to amount to SEK 71 million (70) for the 2015 fiscal year.
The table below presents the possible changes in actuarial assumptions at year-end, all other assumptions being unchanged, and how they would affect the defined-benefit commitments.
| Group | ||
|---|---|---|
| SEK m | Increase | Decrease |
| Discount rate (1% change) | –549 | 613 |
| Expected mortality (1 year change) | 66 | –54 |
| Future salary increase (1% change) | 9 | –6 |
| Future increase in pension (1% change) | 425 | –316 |
| Group | ||
|---|---|---|
| Pension costs, SEK m | 2013 | 2014 |
| Total costs for defined-benefit plans | 48 | 35 |
| Total costs for defined-contribution plans | 128 | 161 |
| Costs for special employer's contributions and tax on returns from pension |
7 | 9 |
| Total pension costs | 183 | 205 |
| Parent Company | ||
|---|---|---|
| Provisions for pensions, SEK m | 2013 | 2014 |
| Provisions in accordance with Pension Obligations | ||
| Vesting Act, FPG/PRI pensions | 16 | 24 |
| Parent Company | |||
|---|---|---|---|
| Defined-benefit plans, SEK m | 2013 | 2014 | |
| Administrative expenses | 2 | 2 |
| Parent Company | ||
|---|---|---|
| Pension costs, SEK m | 2013 | 2014 |
| Total costs for defined-benefit plans | 2 | 2 |
| Total costs for defined-contribution plans | 9 | 11 |
| Costs for special employer's contributions and tax | ||
| on returns from pension | 2 | 2 |
| Total pension costs | 13 | 15 |
Parent Company pension liabilities are calculated at a discount rate of 3.0 per cent (4.0).
The assumptions are calculated on the basis of the salary levels applicable on the closing date. SEK 311,000, pertaining to defined-benefit pension plans in the Parent Company, is expected to be paid in 2015.
| 2013 | 2014 | |||||
|---|---|---|---|---|---|---|
| SEK m | Deferred tax assets |
Deferred tax liabilities |
Net | Deferred tax assets |
Deferred tax liabilities |
Net |
| Opening balance | 469 | 161 | 308 | 410 | 162 | 248 |
| Recognised in net profit for the year | –31 | –5 | –26 | –170 | –13 | –157 |
| Remeasurements of defined-benefit pension plans | –37 | – | –37 | 41 | – | 41 |
| Changes in forward agreements | 0 | 1 | –1 | 3 | 2 | 1 |
| Other changes | 1 | – | 1 | 2 | – | 2 |
| Offset/Reclassification | – | – | – | 0 | 0 | 0 |
| Acquisitions | – | – | – | 0 | 1 | –1 |
| Reclassification of assets held for sale | – | – | – | –11 | –19 | 8 |
| Translation differences | 8 | 5 | 3 | 28 | 10 | 18 |
| Closing balance | 410 | 162 | 248 | 303 | 143 | 160 |
| Defined-benefit | Other temporary | Loss carry | ||
|---|---|---|---|---|
| Deferred tax assets | pension plans | differences | forwards, etc. | Total |
| As per 1 January 2013 | 168 | 114 | 187 | 469 |
| Recognised in net profit for the year | –17 | –59 | 45 | –31 |
| Recognised in other comprehensive income | –37 | – | – | –37 |
| Recognised directly against shareholders' equity | – | 1 | – | 1 |
| Translation differences | 1 | 1 | 6 | 8 |
| As per 31 December 2013 | 115 | 57 | 238 | 410 |
| As per 1 January 2014 | 115 | 57 | 238 | 410 |
| Recognised in net profit for the year | –15 | –2 | –153 | –170 |
| Recognised in other comprehensive income | 41 | 3 | – | 44 |
| Recognised directly against shareholders' equity | – | 2 | – | 2 |
| Offset/Reclassification | – | 0 | – | 0 |
| Acquisitions | – | 0 | – | 0 |
| Reclassification of assets held for sale | – | –11 | – | –11 |
| Translation differences | 16 | 3 | 9 | 28 |
| As per 31 December 2014 | 157 | 52 | 94 | 303 |
| Deferred tax liabilities | Temporary differences in fixed assets | Other | Total | |
| As per 1 January 2013 | 145 | 16 | 161 | |
| Recognised in net profit for the year | –16 | 11 | –5 | |
| Recognised in other comprehensive income | – | 1 | 1 | |
| Translation differences | 4 | 1 | 5 |
| As per 31 December 2013 | 133 | 29 | 162 |
|---|---|---|---|
| As per 1 January 2014 | 133 | 29 | 162 |
| Recognised in net profit for the year | –16 | 3 | –13 |
| Recognised in other comprehensive income | – | 2 | 2 |
| Offset/Reclassification | –2 | 2 | 0 |
| Acquisitions | 1 | – | 1 |
| Reclassification of liabilities attributable to assets held for sale | –10 | –9 | –19 |
| Translation differences | 8 | 2 | 10 |
| As per 31 December 2014 | 114 | 29 | 143 |
On 1 January 2015 corporation tax in Denmark was lowered from 24.5 per cent to 23.5 per cent and on 1 April 2015 corporation tax will be lowered in the from 21.0 per cent to 20.0 per cent. Nobia's deferred tax liabilities and receivables from these countries are recognised at this new tax rate from 31 December 2014, with a marginal effect in the income statement and the balance sheet. The change in loss carryforwards for the year pertained primarily to dissolution of capitalised losses in France. Deferred tax assets at year-end were attributable to Germany, Sweden and the US. The loss carryforwards attributable to the US will expire in 2029 or later. The value of the loss carryforward for which a deferred tax asset is not recognised amounted to SEK 292 million (63) and was primarily
attributable to France. Of the loss carryforwards that have not been recognised, approximately SEK 25 million will expire in 2018 or later, and SEK 267 million of the unrecognised loss carryforwards have no date of expiry.
Nobia does not recognise any deferred tax attributable to temporary differences relating to investments in subsidiaries or associated companies. Any future effects (withholding tax and other deferred tax for profit taking within the Group) are recognised when Nobia is no longer able to govern the reversal of such differences or when, for other reasons, it is no longer improbable that reversals will be made in the foreseeable future. These possible future effects are not deemed to have any relation to the overall amount of the temporary differences.
| SEK m | Unutilised tenancy rights |
Dilapidations | Other long-term employee benefits |
Restructuring costs |
Other | Total |
|---|---|---|---|---|---|---|
| As per 1 January 2014 | 22 | 38 | 69 | 51 | 18 | 198 |
| Expensed in consolidated income statement | ||||||
| – Additional provisions | 9 | 13 | 15 | 38 | 41 | 116 |
| – Reversed unutilised amounts | –13 | –1 | –4 | –18 | ||
| Reclassification to liabilities attributable to assets held for sale |
–3 | – | –15 | –16 | –14 | –48 |
| Reclassifications, other | –4 | 4 | – | – | – | 0 |
| Utilised during the year | –12 | –27 | –6 | –67 | –4 | –116 |
| Translation differences | 3 | 4 | 4 | 4 | 0 | 15 |
| As per 31 December 2014 | 15 | 32 | 54 | 9 | 37 | 147 |
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| Maturity structure, SEK m | 2013 | 2014 | 2013 | 2014 | ||
| Within 1 year | 1 | 1 | – | – | ||
| Between 1 and 5 years | 806 | 804 | 800 | 800 | ||
| Longer than 5 years | – | – | – | – | ||
| Total | 807 | 805 | 800 | 800 |
| Group | Company | |||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 |
| Bonus to customers | 90 | 112 | – | – |
| Accrued salary-related costs | 246 | 223 | 21 | 32 |
| Accrued interest | 6 | 2 | 3 | 2 |
| Rents | 23 | 26 | 0 | – |
| Other | 323 | 244 | 4 | 3 |
| Total | 688 | 607 | 28 | 37 |
| Group 2014, SEK m | Derivatives used in hedge accounting |
Accounts and loans receivable |
Other liabilities | Total carrying amount1) |
|---|---|---|---|---|
| Long-term interest-bearing receivables | – | 7 | – | 7 |
| Other long-term receivables | – | 28 | – | 28 |
| Accounts receivable | – | 1,091 | – | 1,091 |
| Current interest-bearing receivables | 1 | – | 1 | |
| Other receivables | 20 | 118 | – | 138 |
| Total | 20 | 1,245 | – | 1,265 |
| Long-term interest-bearing liabilities | – | 811 | 811 | |
| Current interest-bearing liabilities | – | – | 4 | 4 |
| Accounts payable | – | – | 1,053 | 1,053 |
| Other liabilities | 24 | – | 365 | 389 |
| Total | 24 | – | 2,233 | 2,257 |
| Unrealised gains/losses | – | – | – | – |
1) The carrying amount is considered to essentially correspond to the fair value.
| Group 2013, SEK m | Derivatives used in hedge accounting |
Accounts and loans receivable |
Other liabilities | Total carrying amount1) |
|---|---|---|---|---|
| Long-term interest-bearing receivables | – | 6 | – | 6 |
| Other long-term receivables | – | 49 | – | 49 |
| Accounts receivable | – | 949 | – | 949 |
| Current interest-bearing receivables | – | 2 | – | 2 |
| Other receivables | 10 | 91 | – | 101 |
| Total | 10 | 1,097 | – | 1,107 |
| Long-term interest-bearing liabilities | – | 806 | 806 | |
| Current interest-bearing liabilities | – | – | 2 | 2 |
| Accounts payable | – | – | 860 | 860 |
| Other liabilities | 7 | – | 341 | 348 |
| Total | 7 | – | 2,009 | 2,016 |
| Unrealised gains/losses | – | – | – | – |
1) The carrying amount is considered to essentially correspond to the fair value.
Exchange-rate gains and losses pertaining to the operations were recognised in other operating income and operating expenses in the net amount of negative SEK 8 million (neg: 6).
Financial exchange-rate gains and losses were recognised in net financial items in the amount of SEK 0 million (0).
| Parent Company 2014, SEK m | Accounts and loans receivable |
Other liabilities |
Total carrying amount1) |
|---|---|---|---|
| Accounts receivable | 8 | – | 8 |
| Other receivables | 3,207 | – | 3,207 |
| Total | 3,215 | – | 3,215 |
| Long-term interest-bearing liabilities |
– | 800 | 800 |
| Current interest-bearing liabilities |
– | 1,110 | 1,110 |
| Accounts payable | – | 22 | 22 |
| Other liabilities | – | 2 | 2 |
| Total | – | 1,934 | 1,934 |
| Unrealised gains/losses | – | – | – |
| Parent Company 2013, SEK m | Accounts and loans receivable |
Other liabilities |
Total carrying amount1) |
|---|---|---|---|
| Accounts receivable | 13 | – | 13 |
| Other receivables | 2,507 | – | 2,507 |
| Total | 2,520 | – | 2,520 |
| Long-term interest-bearing liabilities |
800 | 800 | |
| Current interest-bearing liabilities |
– | 406 | 406 |
| Accounts payable | – | 14 | 14 |
| Other liabilities | – | 4 | 4 |
| Total | – | 1,224 | 1,224 |
| Unrealised gains/losses | – | – | – |
1) The carrying amount is considered to essentially correspond to the fair value.
Other information
Level 1 According to prices listed in an active market for the same instrument.
Level 2 Based directly or indirectly on observable market information not included in Level 1.
Level 3 Based on input that is not observable in the market.
Nobia's financial instruments are measured at fair value in accordance with Level 2, meaning based directly or indirectly on observable market information. The measurement of derivative instruments is based on market listings or the counterparty's measurement. Derivative instruments amounted to SEK 20 million (10) in assets and 24 million (7) in liabilities. In an estimate of fair value, the company's long-term loans are not deemed to significantly deviate from their carrying amounts.
The Group has contingent liabilities pertaining to sub-contractor guarantees, pension liabilities, bank guarantees for loans and other guarantees and other considerations that arise in normal commercial operations. No significant liabilities are expected to arise through these contingent liabilities. Based on the company's assessment, no provision has been posted for ongoing tax cases. The amounts involved are not considered to have any significant effect on the company's results or financial position.
| Group | Parent Company | |||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 |
| Floating charges | – | – | – | – |
| Endowment insurance | – | – | – | – |
| Property mortgage | – | – | – | – |
| Other assets | 12 | – | – | |
| Total pledged assets | – | 12 | – | – |
In their normal business activities, the Group and the Parent Company pledged the following guarantees and contingent liabilities.
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| SEK m | 2013 | 2014 | 2013 | 2014 | ||
| Securities for pension commitments |
1 | 1 | 16 | 17 | ||
| Other contingent liabilities | 149 | 144 | 156 | 162 | ||
| Total | 150 | 145 | 172 | 179 |
Nobia holds a number of stores that were acquired from franchisees, with the intention of subsequently selling on. At year-end 2013, Nobia had four stores in Denmark and four stores in Sweden, a total of eight stores. Two additional stores were acquired in Sweden during the first half of 2014, one of which was sold on in the third quarter. Two stores were sold on in Sweden in the fourth quarter. At year-end 2014, Nobia had four stores in Denmark and three in Sweden, which are recognised in the Nordic region as discontinued operations and a disposal group held for sale in accordance with IFRS 5.
| Group | ||
|---|---|---|
| SEK m | 2013 | 2014 |
| Profit/loss from business activities of discontinued operations |
||
| Income | 106 | 136 |
| Expenses | –123 | –152 |
| Loss before tax | –17 | –16 |
| Tax | 2 | 1 |
| Loss after tax | –15 | –15 |
| Profit/loss from remeasurement to fair value after | ||
|---|---|---|
| deductions for selling expenses attributable to dis | ||
| continued operations before tax | –1 | –1 |
| Tax attributable to aforementioned remeasurement | 0 | 0 |
| Profit/loss from remeasurement after tax | –1 | –1 |
| Capital gains in conjunction with divestment | ||
|---|---|---|
| of discontinued operations | 1 | –1 |
| Tax attributable to aforementioned capital gains | 0 | 0 |
| Profit/loss from divestment after tax | 1 | –1 |
| Total loss from discontinued operations after tax | –15 | –17 |
| Loss per share from divested operations | ||
| before dilution (SEK) | –0.09 | –0.11 |
|---|---|---|
| after dilution (SEK) | –0.09 | –0.11 |
The loss from discontinued operations of SEK 17 million (loss: 15) was attributable to the Parent Company's owners.
Of the loss of SEK 10 million (profit: 365) from continuing operations, SEK 11 million (profit: 366) was attributable to the Parent Company's owners.
| Net cash flow from discontinued operations | 2013 | 2014 |
|---|---|---|
| Cash flow from operating activities | –2 | 1 |
| Cash flow from investing activities | 3 | 1 |
| Cash flow from financing activities | 0 | 0 |
| Net cash flow from discontinued operations | 1 | 2 |
On 30 October, Nobia signed an agreement for the sale of Hygena Cuisine SAS to French kitchen company Fournier Group. For this reason, the net assets of Hygena Cuisine SAS and Nobia Holding France were reclassified to Assets held for sale in accordance with IFRS 5. The sale took place during the first quarter of 2015.
Assets and liabilities for the seven stores acquired by Nobia between 2011–2014 with the intention of selling on are recognised as Assets held for sale, refer also to Note 32.
| Group | ||||
|---|---|---|---|---|
| SEK m | 2013 | 2014 | ||
| Assets held for sale | ||||
| Disposal group for sale: | ||||
| Tangible fixed assets | 10 | 380 | ||
| Inventories | 0 | 48 | ||
| Accounts receivable and other receivables | 5 | 164 | ||
| Total | 15 | 592 | ||
| Liabilities attributable to assets held for sale | ||||
| Disposal group for sale: | ||||
| Accounts payable and other liabilities | 2 | 341 | ||
| Deferred tax liabilities | – | 19 | ||
| Total | 2 | 360 |
On 9 December 2014, Nobia acquired the UK kitchen company Rixonway Kitchens by acquiring 100 per cent of the shares in Rollfold Holdings Limited. Rixonway Kitchens is a large kitchen supplier in the UK project market, and a leader in the social housing segment. The acquisition of Rixonway strengthens Nobia's position in the UK kitchen market and enables synergy effects. Transaction costs for the year for the acquisition amounted to SEK 4 million and are recognised under the Group's administrative expenses. The additional purchase consideration of a maximum of SEK 35 million is conditional on the performance of the operations until 29 February 2016 and is measured according to Level 3 of the fair value hierarchy. Rixonway Kitchens has after the acquisition generated sales of SEK 57 million. Sales from the beginning of the year amounted to approximately SEK 440 million. Net profit for the year from the acquisition date and profit as if the company had been owned since the beginning of the
year are not specified.
The acquisition analysis below is preliminary since the acquisition amounts of fair value have not been finally determined.
| Acquired net assets and goodwill, SEK m | 2013 | 2014 |
|---|---|---|
| Purchase consideration including acquisition costs | – | 252 |
| Additional purchase consideration | – | 35 |
| Fair value of acquired net assets | – | –27 |
| Goodwill | – | 260 |
Goodwill is attributable to synergies that are expected to be achieved through additional co-ordination of sourcing, production, distribution and administration.
| 2013 | 2014 | |||
|---|---|---|---|---|
| Assets and liabilities included in the acquisition, SEK m | Fair value | Acquired carrying amount |
Fair value | Acquired carrying amount |
| Cash and cash equivalents | – | – | 2 | 2 |
| Tangible fixed assets | – | – | 112 | 112 |
| Intangible fixed assets | – | – | 2 | 2 |
| Inventories | – | – | 23 | 23 |
| Accounts receivable and other receivables | – | – | 90 | 90 |
| Accounts payable and other operating liabilities | – | – | –86 | –86 |
| Interest-bearing liabilities | – | – | –112 | –112 |
| Taxes, net | – | – | –3 | –3 |
| Deferred taxes, net | – | – | –1 | –1 |
| Acquired net assets | – | – | 27 | 27 |
| Reduction in the Group's cash and cash equivalents in conjunction with acquisition |
– | 250 |
|---|---|---|
| Cash and cash equivalents in acquired subsidiaries | – | 2 |
| Purchase consideration paid in cash | – | 252 |
| SEK m | 2013 | 2014 |
Other information
No sales of goods were made to and no purchases of goods were made from the Parent Company to other Group companies during the year. Group-wide services are invoiced to subsidiaries.
A specification of subsidiaries is presented in Note 17 on page 73. Remuneration was paid to senior executives during the year, refer to Note 4 on page 64.
| Summary of related-party transactions |
|---|
| --------------------------------------- |
| Purchase of | |||||||
|---|---|---|---|---|---|---|---|
| Sale of goods/ | goods/services | Invoicing | Other | Receivables from | Liabilities to | ||
| services from | from related | Group-wide | (such as interest, | related parties | related parties | ||
| Parent Company | Year | related parties | parties | services | dividends) | per 31 Dec | per 31 Dec |
| Related parties | |||||||
| Subsidiaries | 2014 | – | 35 | 118 | 312 | 3,195 | 1,110 |
| Subsidiaries | 2013 | – | 19 | 77 | 244 | 2,501 | 406 |
NOTE 36 EVENTS AFTER THE CLOSING DATE
On 23 February 2015, the French competition authority approved the divestment of Hygena to the French kitchen company Fournier Group. The transaction took place on 2 March 2015.
The Board of Directors and the President declare that the Annual Report was prepared in accordance with generally accepted accounting principles in Sweden and that the consolidated financial statements have been prepared in accordance with 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 Report and the consolidated financial statements give a true and fair view of the position and earnings of the Parent Company and the Group. The Board of Directors' Report for the Parent Company and the Group gives a true and fair view of the developments of operations, position and earnings and describes significant risks and uncertainties facing the Parent Company and companies included in the Group. The consolidated accounts and balance sheet and the Parent Company income statement and balance sheet will be presented to the Annual General Meeting for adoption on 14 April 2015.
Stockholm, 24 March 2015
Johan Molin Chairman
Nora Førisdal Larssen Lilian Fossum Biner Thore Ohlsson
Stefan Jacobsson Ricard Wennerklint Fredrik Palmstierna
President Employee representative Employee representative
Morten Falkenberg Per Bergström Marie Ströberg
Our audit report was submitted on 24 March 2015
KPMG AB
George Pettersson Authorised Public Accountant
The year and operations Board of Directors' Report Financial statements Other information
We have audited the annual accounts and consolidated accounts of Nobia 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 28–84.
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.
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.
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 Standards, as adopted by the EU, and in accordance with the Annual Accounts Act. The statutory administration report is 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 group.
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 Nobia AB (publ) for the year 2014.
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.
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 accept-ed 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.
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.
Stockholm 24 March 2015 KPMG AB
In 2014, the closing price of the Nobia share on the Nasdaq Stockholm was SEK 69.75 (54.50), corresponding to a market capitalisation of approximately SEK 12.2 billion (9.6).
| COMPANY | ANALYST |
|---|---|
| Carnegie Investment Bank |
Kenneth Toll Johansson |
| Danske Markets Equities |
Anders Hansson |
| Handelsbanken | Rasmus Engberg |
| Nordea Bank | Catrin Jansson |
| Penser Bank | Johan Dahl |
| Skandinaviska Enskilda Banken |
Stefan Cederberg |
The Nobia share has been listed on the Nasdaq Stockholm since 2002. The share is since 2 January 2015 traded on the Large Cap list, which is the stock exchange's segment for companies with a market capitalisation of more than EUR 1 billion. The Nobia share is in the Consumer Goods sector.
In 2014, the Nobia share price rose 28 per cent, compared with the entire stock exchange which increased 12 per cent during the same period. During the same period, the OMX Stockholm Consumer Goods PI index rose 10 per cent.
During the year, a total of 64.9 million (50.7) Nobia shares were traded at a value of SEK 3.7 billion (2.1). The average turnover per day was approximately 260,000 shares (203,000), corresponding to a value of SEK 14.9 million (8.8). In 2014, the turnover rate, or the share's liquidity, amounted to 37 per cent (28), which can be compared with the average on the Nasdaq Stockholm of 67 per cent (67).
The highest closing price for the Nobia share during 2014 was SEK 71.50 on 29 December. The lowest closing price during the year was SEK 48.60 on 4 February.
On 31 December 2014, the number of shareholders was 4,412 (4,221). At year-end, the five largest shareholders held 57.1 per cent (54.9) of all shares and the ten largest shareholders held 68.8 per cent (64.1). The proportion of registered shares held by foreign owners amounted to 22.1 per cent (26.8) of the total number of shares at yearend.
On the date of publication of this Annual Report, Nobia's Board of Directors, excluding the President, owned a total of 740,051 shares in the company (715,389). On the same date, members of Nobia's Group management, with four individuals leaving Group management and six individuals joining in 2014, had combined holdings of 571,486 shares (489,280).
On 31 December 2014, Nobia's share capital amounted to SEK 58,430,237, divided between 175,293,458 shares with a par value of SEK 0.33. Each share, with the exception of bought-back treasury shares, entitles the holder to one vote, and carries the same entitlement to the company's capital and profits.
At the start of the year, Nobia held 8,162,300 treasury shares. The aim of the holding is that the treasury shares can be used as a means of payment for future acquisitions and enable adjustment of the company's capital structure, thereby contributing to greater shareholder value.
In 2014, the Board decided to sell 395,000 treasury shares, utilising the authorisation from the 2014 Annual General Meeting, which is valid until the 2015 Annual General Meeting. The purpose of the sale was to deliver shares under an employee share option scheme decided by the 2011 Annual General Meeting, as described in greater detail on page 66.
On 31 December 2014, Nobia had 7,767,300 treasury shares, corresponding to 4.4 per cent of the total number of shares issued. The number of additional shares that will be sold during the period until the 2015 Annual General Meeting for the purpose of fulfilling the aforementioned employee share option scheme is based on the number of options that will actually be utilised, but will not exceed 640,000.
Nobia's objective is that the average dividend should comprise 40–60 per cent of net profit after tax. Investment requirements, acquisition opportunities, liquidity and the financial position of the company are taken into consideration when preparing dividend proposals.
The Board of Directors proposes to the Annual General Meeting a dividend of SEK 1.75 per share for the 2014 fiscal year, corresponding to 7.9 per cent of the Parent
| Number of shareholders |
Percentage of shareholders, % |
No. of shares | Percentage of capital, % |
|
|---|---|---|---|---|
| 1–500 | 2,242 | 50.8 | 456,652 | 0.3 |
| 501–1,000 | 835 | 18.9 | 691,646 | 0.4 |
| 1,001–5,000 | 895 | 20.3 | 2,107,771 | 1.2 |
| 5,001–10,000 | 146 | 3.3 | 1,064,644 | 0.6 |
| 10,001–15,000 | 54 | 1.2 | 697,865 | 0.4 |
| 15,001–20,000 | 31 | 0.7 | 545,326 | 0.3 |
| –20,001 | 209 | 4.7 | 169,729,554 | 96.8 |
| Total | 4,421 | 100 | 175,293,458 | 100 |
| Share of | ||
|---|---|---|
| Shareholder | No. of shares | capital, % |
| Nordstjernan | 36,447,843 | 20.8 |
| Investmentaktiebolaget Latour | 23,100,000 | 13.2 |
| If Skadeförsäkring | 21,075,000 | 12.0 |
| Swedbank Robur fonder | 12,710,764 | 7.2 |
| Handelsbanken fonder | 6,680,274 | 3.8 |
| Lannebo fonder | 5,368,801 | 3.1 |
| AMF försäkring och fonder | 4,982,714 | 2.8 |
| Fourth Swedish National Pension Fund | 3,965,042 | 2.3 |
| Nordea Investment funds | 3,746,015 | 2.1 |
| Unionen | 2,483,287 | 1.4 |
Source: Euroclear Sweden.
At year-end, Nobia held 7,767,300 treasury shares corresponding to 4.4 per cent of the total number of shares issued.
| 2012 | 2013 | 2014 | |
|---|---|---|---|
| Earnings/loss per share, SEK | –3.27 | 2.10 | –0.17 |
| Dividend per share, SEK | 0.50 | 1,00 | 1.751) |
| Shareholders' equity per share, SEK | 16 | 19 | 19 |
| Number of shares at end of the period | 175,293,458 | 175,293,458 | 175,293,458 |
| Shareholders at year-end | 4,162 | 4,221 | 4,421 |
| Share price at year-end | 26.50 | 54.50 | 69.75 |
1) The Board's proposal
Nobia's objective is to facilitate the valuation of the company by the stock market through clear information. The provision of information is based mainly on quarterly financial reporting, press releases, information on the website, company presentations and meetings with shareholders, analysts and investors.
The contact person for information at Nobia is Lena Schattauer, Head of Communication and Investor Relations, telephone: +46 8 440 16 07 or e-mail: [email protected].
| 14 April | Annual General Meeting |
|---|---|
| 27 April | Interim report Jan–Mar 2015 |
| 20 July | Interim report Jan–Jun 2015 |
| 30 October Interim report Jan–Sep 2015 |
| SEK m | 2010 | 2011 | 2012 | 2013 | 2014 |
|---|---|---|---|---|---|
| Income statement | |||||
| Net sales | 14,085 | 13,114 | 12,343 | 11,773 | 12,392 |
| Change in per cent | –9 | –7 | –6 | –5 | 1 |
| Gross profit | 5,345 | 5,048 | 4,791 | 4,824 | 5,117 |
| Operating profit/loss | 6 | 184 | –274 | 654 | 412 |
| Financial income | 18 | 9 | 11 | 13 | 12 |
| Financial expenses Profit/loss after financial items |
–103 –79 |
–92 101 |
–107 –370 |
–107 560 |
–90 334 |
| Tax on net profit for the year | 25 | –16 | –155 | –195 | –344 |
| Profit/loss for continuing operations | –54 | 85 | –525 | 365 | –10 |
| Loss from discontinued operations, net after tax | –35 | –16 | –20 | –15 | –17 |
| Net profit/loss for the year | –89 | 69 | –545 | 350 | –27 |
| Net profit/loss for the year attributable to: | |||||
| Parent Company shareholders | –89 | 70 | –546 | 351 | –28 |
| Non-controlling interests | 0 | –1 | 1 | –1 | 1 |
| Net profit/loss for the year | –89 | –69 | –545 | 350 | –27 |
| Balance sheet | |||||
| Fixed assets | 5,586 | 5,556 | 4,782 | 4,670 | 4,446 |
| Inventories | 971 | 1,005 | 929 | 849 | 853 |
| Current receivables | 1,501 | 1,632 | 1,325 | 1,373 | 1,494 |
| Cash and cash equivalents | 356 | 152 | 171 | 278 | 470 |
| Assets held for sale | 72 | 71 | 71 | 15 | 592 |
| Total assets | 8,486 | 8,416 | 7,278 | 7,185 | 7,855 |
| Shareholders' equity | 3,441 | 3,521 | 2,657 | 3,154 | 3,191 |
| Non-controlling interests | 5 | 4 | 5 | 4 | 5 |
| Non-interest-bearing liabilities | 3,152 | 3,145 | 2,624 | 2,563 | 2,615 |
| Interest-bearing liabilities | 1,877 | 1,744 | 1,883 | 1,462 | 1,684 |
| Liabilities attributable to assets held for sale | 11 | 2 | 109 | 2 | 360 |
| Total shareholders' equity and liabilities | 8,486 | 8,416 | 7,278 | 7,185 | 7,855 |
| Net debt including pensions | 1,510 | 1,586 | 1,707 | 1,176 | 1,206 |
| Capital employed | 5,323 | 5,269 | 4,546 | 4,620 | 4,880 |
| Key figures | |||||
| Gross margin, % | 37.9 | 38.5 | 38.8 | 41.0 | 41.3 |
| Operating margin, % | 0.0 | 1.4 | –2.2 | 5.6 | 3.3 |
| Operating profit before depreciation/amortisation and impairment (EBITDA) |
550 | 632 | 739 | 950 | 1,134 |
| Operating margin before depreciation/amortisation and | |||||
| impairment, % | 3.9 | 4.8 | 6.0 | 8.1 | 9.2 |
| Profit/loss after financial items as a percentage of net sales | –0.6 | 0.8 | –3.0 | 4.8 | 2.7 |
| Turnover rate of capital employed, multiple | 2.6 | 2.5 | 2.7 | 2.5 | 2.5 |
| Return on capital employed, % | 0.4 | 3.6 | –5.3 | 14.6 | 8.9 |
| Return on shareholders' equity, % | –2.4 | 2.0 | –17.7 | 12.0 | –0.9 |
| Debt/equity ratio, % | 44 | 45 | 64 | 37 | 38 |
| Equity/assets ratio, % | 41 | 42 | 37 | 44 | 41 |
| Cash flow from operating activities | 963 | 413 | 560 | 831 | 1,051 |
| Investments | 347 | 471 | 393 | 251 | 316 |
| Earnings per share after dilution effects, SEK | –0.53 | 0.42 | –3.27 | 2.10 | –0.17 |
| Dividend per share, SEK | 0 | 0 | 0.50 | 1.00 | 1.751) |
| Personnel | |||||
| Average number of employees | 7,681 | 7,475 | 7,355 | 6,690 | 6,636 |
| Net sales per employees, SEK 000s | 1,717 | 1,765 | 1,780 | 1,799 | 1,789 |
| Personnel expenses | 3,250 | 3,103 | 2,955 | 2,822 | 3,001 |
1) The Board's proposal
The shareholders of Nobia AB (publ) are hereby invited to the Annual General Meeting on Tuesday, 14 April 2015 at 3:00 p.m. at Lundqvist & Lindqvist Klara Strand Konferens, Klarabergsviadukten 90, Stockholm, Sweden.
Shareholders who wish to participate in the Annual General Meeting must:
Notification of attendance at the Annual General Meeting may be made:
This notification shall state:
When applicable, complete authorisation documents, such as registration certificates or the equivalent, shall be appended.
Shareholders represented by proxy shall issue a written power of attorney for the proxy. If the power of attorney is issued
on behalf of a legal entity, a certified copy of a registration certificate or corresponding document ("certificate") for the legal entity shall be appended to the notification of attendance. The power of attorney and certificate may not be more than one year old. However, the validity of the power of attorney may be a maximum of five years from the date of issue, if specifically stated. The power of attorney in original and, where applicable, the certificate, should be sent by post to the company at the address stated above in good time prior to the Annual General Meeting. Proxy forms are available from Nobia's website and will also be sent to shareholders who so request and inform the company of their postal address.
Shareholders whose shares have been registered with a nominee must, through the bank or securities broker administering the shares, temporarily re-register their shares in their own names in order to be entitled to participate in the Annual General Meeting. Such re-registration must be completed with Euroclear Sweden AB not later than Wednesday, 8 April 2015. A request for re-registration must be made well in advance of this date.
The Board of Directors proposes that a dividend of SEK 1.75 per share be paid for the 2014 fiscal year. The record date to be entitled to receive dividend is proposed as Thursday, 16 April 2015.
The Nobia Annual Report is published in Swedish and English, and both versions are available for download from the Group's website. Printed versions of the Annual Report are sent to shareholders and other stakeholders who have requested such a version.
Net profit for the year after tax as a percentage of average shareholders' equity. The calculation of average shareholders' equity has been adjusted for capital increases and reductions.
Operating profit as a percentage of average operating capital.
Profit after financial income as a percentage of average capital employed. The calculation of average capital employed has been adjusted for acquisitions and divestments.
Gross profit as a percentage of net sales.
Earnings before depreciation/amortisation and impairment.
Interest-bearing liabilities less interest-bearing assets. Interest-bearing liabilities include pension liabilities.
Capital employed excluding interest-bearing assets and current and deferred taxes.
Cash flow from operating activities including cash flow from investing activities, excluding cash flow from acquisitions/divestments of operations, interest received, increase/decrease in interestbearing assets.
A region comprises an operating segment in accordance with IFRS 8.
Net profit for the year divided by a weighted average number of outstanding shares during the year.
Operating profit as a percentage of net sales.
Net debt as a percentage of shareholders' equity including non-controlling interests.
Shareholders' equity including non-controlling interests as a percentage of balance-sheet total.
Balance-sheet total less non-interest-bearing provisions and liabilities.
"Translation effects" refers to the currency effects arising when foreign results and balance sheets are translated to SEK.
"Transaction effects" refers to the currency effects arising when purchases or sales are made in currency other than the currency of the producing country (functional currency).
Street address: Klarabergsviadukten 70 A5 Postal address: Box 70376, SE-107 24 Stockholm, Sweden Tel. +46 8 440 16 00 Fax +46 8 503 826 49 [email protected], www.nobia.com
Dieselstraße 14 A-4600 Wels Austria Tel. +43 7242 237 0 Fax +43 7242 237 221 www.ewe.at www.intuo-kitchen.com
Galgenau 30 A-4240 Freistadt Austria Tel. +43 7942 701 0 Fax +43 7942 701 2551 www.fm-kuechen.at
Holmfield Industrial Estate Halifax West Yorkshire HX2 9TN UK Tel. +44 1422 232 200 Fax +44 1422 243 988 www.gower-furniture.co.uk
3 Allington Way Yarm Road Business Park Darlington, Co Durham DL1 4XT UK Tel. +44 1325 469 441 Fax +44 1325 744 003 www.magnet.co.uk www.magnettrade.co.uk
Industrivej 6 DK-6870 Ølgod Denmark Tel. +45 75 24 47 77 Fax +45 75 24 63 02 www.hth.dk www.invita.dk
Mossebogatan 6 Box 603 SE-522 81 Tidaholm Sweden Tel. +46 502 170 00 Fax +46 502 173 20 www.marbodal.se
Kouvolantie 225 Box 10 FI-155 61 Nastola Finland Tel. +358 207 730 730 Fax +358 207 730 803 www.novart.fi www.petrakeittiot.fi www.alacartekeittiot.fi www.keittiomaailma.fi
Poggenpohlstraße 1 DE-32051 Herford Germany Tel. +49 5221 38 10 Fax +49 5221 38 1321 www.poggenpohl.de www.goldreif.com
Trollåsveien 6 Postboks 633 NO-1411 Kolbotn Norway Tel. +47 66 82 23 00 Fax +47 66 82 23 40 www.sigdal.com www.norema.no
Churwell Vale Shaw Cross Business Park Dewsbury, West Yorkshire WF12 7RD UK Tel. +44 1924 431 300 Fax +44 1924 431 301 www.rixonway.co.uk
Fabriksvej 7 DK-9640 Farsø Denmark Tel. +45 98 63 29 44 Fax +45 98 63 29 55 www.unoform.dk
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.