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Ratos — Interim / Quarterly Report 2011
Aug 19, 2011
2957_ir_2011-08-19_5202b162-5ffa-4aa4-a92d-91c8d0802aba.pdf
Interim / Quarterly Report
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Interim report January – June 2011
- Profit before tax SEK 889m (597)
- Earnings per share before dilution SEK 2.18 (1.07)
- Mixed development in the holdings
- Acquisition of Finnkino
- Dividends in Anticimex and Arcus-Gruppen
- Exits of Camfil and Superfos completed total exit gain SEK 487m
- Medisize sold after the end of the period exit gain SEK 40m
- Total return on Ratos shares 2%
| Ratos in summary | |||||
|---|---|---|---|---|---|
| SEKm | 2011 Q 2 | 2010 Q 2 | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
| Profit/share of profits | 202 | 375 | 401 | 648 | 1,419 |
| Total profit/share of profits | 202 | 375 | 401 | 648 | 1,419 |
| Exit gains | 1 | 487 | 1,320 | ||
| Remeasurement | 140 | ||||
| Profit from holdings | 203 | 375 | 888 | 648 | 2,879 |
| Central income and expenses | -13 | -25 | 1 | -51 | -11 |
| Profit before tax | 190 | 350 | 889 | 597 | 2,868 |
Important events
- A share split was implemented in May where each share was divided into two shares. The record date at Euroclear Sweden was 6 May
- In May, Bo Jungner was appointed Deputy CEO at Ratos, with responsibility for finance, administration and compliance. Bo will also continue to work with Ratos's holdings as an Investment Director. Ratos's CFO Carina Strid has chosen to leave her position at the end of September. Kristina Linde has been appointed as the new Head of Accounting
- Acquisition of the Finnish movie theatre group Finnkino was completed in April. The purchase price (Enterprise Value) amounted to EUR 96.4m (approximately SEK 860m),
of which Ratos provided equity of EUR 45m (SEK 402m). Ratos's holding amounts to 98%. The seller was the media group Sanoma
- In April, Ratos's subsidiary Mobile Climate Control (MCC) completed its acquisition of Carrier's bus AC operations in North America for a purchase price (Enterprise Value) of USD 32.1m (SEK 227m). Ratos provided capital corresponding to SEK 114m in conjunction with the acquisition
- In March, a refinancing was carried out in Anticimex totalling SEK 476m and in conjunction with this Ratos received a cash payment of SEK 405m. The refinancing was made possible by the company's favourable development in recent years
Ratos interim report January-June 2011 1
- In March, a refinancing was carried out in Arcus-Gruppen totalling NOK 220m and in conjunction with this NOK 140m was distributed to the company's owners, of which Ratos's share amounted to NOK 117m (SEK 132m). The refinancing was made possible by the company's favourable development in recent years
- The sale of Superfos to RPC Group Plc was completed in February. The sale generated an exit result for Ratos of SEK -99m and an average annual return (IRR) of approximately 2%
- The acquisition of and public offer for Biolin Scientific were completed in February. Ratos's holding amounts to 98% and the purchase price amounted to SEK 298m, of which SEK 269m was paid in 2010. Compulsory acquisition of the remaining shares has been initiated
- In January, the sale of Ratos's holding in Camfil to the company's principal owners was completed. The sale provided Ratos with an exit gain of SEK 586m and an average annual return (IRR) of 13%
- During the period, add-ons and divestments were carried out in holdings including Arcus-Gruppen, Bisnode and Inwido
Events after the end of the period
■ In July, Ratos signed an agreement to sell Medisize to Phillips Plastics. The selling price for 100% of the shares amounted to approximately EUR 99.8m (SEK 920m). Ratos's exit gain amounts to approximately SEK 40m and the average annual return (IRR) was 4%. The sale was completed in August
- In July, Ratos's subsidiary Biolin Scientific signed an agreement to acquire the Danish company Sophion Bioscience. The seller was NeuroSearch and a number of venture capital companies. The purchase price (Enterprise Value) for 100% of the company amounted to approximately DKK 145m (SEK 175m) with an additional DKK 10m which relates to sales milestones in 2011/12. Ratos provided approximately SEK 65m in conjunction with this acquisition. The acquisition was completed in August
- In July, Ratos's subsidiary Arcus-Gruppen signed an agreement to acquire 51% of the shares in the Norwegian wine wholesaler Excellars. The purchase price (Enterprise Value) for 51% amounts to NOK 65m (approximately SEK 75m). The seller is Geir Eikeland via Exworks AS. The acquisition is subject to approval from the relevant competition authorities and is expected to be completed in September
- In July, Ratos's subsidiary Stofa, in consultation with the seller Telenor, decided to terminate the acquisition process for Canal Digital's Danish cable TV operations, in view of the fact that the chances of obtaining approval from the competition authority were low
- In July, Ratos's subsidiary Inwido decided to pay a dividend totalling SEK 301m whereby Ratos received SEK 290m. The dividend was made possible by the company's favourable development in recent years
More information about important events in the holdings is provided on pages 7-13.
CEO comments
Global development in recent weeks has shown that 2011 is a "Make Or Break" year in which many and major issues must be solved. Naturally, uncertainty and the difficulty in assessing future development have increased, but we still believe it will resolve itself, i.e. "Becomes Make" *). In our assessment for the full year we already declared our expectation for a weaker first half and a stronger second half. It must be admitted, however, that development during the first six months has been more turbulent and overall somewhat weaker than we anticipated. A slightly more positive picture is hiding, however, beneath the aggregate figures when the individual holdings are analysed, and conditions exist for a positive earnings performance in the holdings for 2011 provided that our macro forecast holds.
Arne Karlsson
*) Ratos's macro scenario for 2011 is MOBBM, Make Or Break Becomes Make.
Further CEO comments at www.ratos.se
Business environment and market
Ratos's macroeconomic scenario for 2011 was summarised in the acronym MOBBM, i.e. Make Or Break Becomes Make. The background to this acronym is that 2011 was expected to be a decisive year for the world, when many major questions needed to be solved. The three key issues we highlighted were:
- the euro crisis must be solved through political, proactive measures during the first half of the year otherwise the markets would revolt and force through a solution (alternatively a dissolution of the monetary union)
- the oil price must not be allowed to reach levels that are too high since this could break the fragile, global economic recovery in which we still find ourselves
- the US must enter a self-sustaining economic upturn, otherwise there was a risk of a multi-year "Japanese" deflationary scenario with dramatic consequences for the global economy.
So the world faced and still faces a Make Or Break year – and our working hypothesis was and is that the answer will Become Make, i.e. that the various obstacles to recovery and growth can be overcome.
Understandably, in view of the nature and complexity of these issues, a happy outcome is far from self-evident – on the contrary, the risks are numerous and major. In this context we made a comparison
with hiking the final stretch up the Kebnekaise mountain, where the route follows a narrow, icy and snowy mountain crest. Provided you can balance on the crest, you are in a relatively pleasant place but all it takes is a few false steps and on the one side it is extremely steep and on the other side even worse. So the distance between something pleasant and a total catastrophe is very short and in such an environment it is entirely logical that the financial markets are extremely volatile, i.e. tossed between hope and despair.
For this reason it is essential to constantly monitor global economic development and to be prepared to make continuous adjustments to the business environment scenario if required. The
| Performance Ratos's holdings | ||
|---|---|---|
| 2011 Q 1-2 | ||
| 100% | Ratos's share |
|
| Sales | -3% | -4% |
| EBITA | -14% | -15% |
| EBT | -30% | -30% |
| 2011 Q 2 | ||
| 100% | Ratos's share |
|
| Sales | -3% | -4% |
| EBITA | -11% | -18% |
| EBT | -27% | -37% |
To facilitate analysis, an extensive table is provided on page 13 with key figures for Ratos's holdings. A summary of income statements, statements of financial position, etc., for Ratos's associates and subsidiaries is available in downloadable Excel files at www.ratos.se.
companies in our portfolio must also continue to be prepared in the event that economic growth ceases or is reversed, by having internal so-called crash plans.
For Ratos the year started with a relatively weak, or even volatile, first quarter. This was due to the severe winter and also to the general weak development in many areas. The sharp swings continued during the second quarter with months, geographic areas and sectors fluctuating between strong and weak demand. Taken overall the second quarter was also relatively weak at an aggregate level, although with considerably more positive signs than during the first quarter.
In our assessment for the full year we already declared our expectation for a weaker first half and a stronger second half. It must be admitted, however, that development during the first six months has been more turbulent and taken overall somewhat weaker than we anticipated.
Combined sales for the underlying portfolio of companies decreased in the first half of the year by 3% compared with the previous year. Taking Ratos's ownership stakes into account, sales decreased by 4%. Corresponding figures for operating profit (EBITA) were -14% and -15% respectively and for profit before tax -30% and -30% respectively.
A somewhat more positive picture is hiding, however, beneath the aggregate figures when the individual holdings are analysed. Development for five holdings during the first half of the year is designated as strong/ surprisingly positive, for nine holdings as stable while
five of the portfolio companies showed a negative performance. These five accounted for most of the total decline in earnings (EBITA) in the first half of the year as well as for more than the entire lower earnings during the second quarter (in the second quarter operating profit for the other 14 holdings increased by 3%).
The turbulent situation in the global economy and in the financial markets has naturally increased uncertainty and made future development more difficult to assess. Provided our main macroeconomic scenario, as set out above, holds true we continue to expect that conditions will exist for a positive earnings development in the holdings in 2011.
Ratos's results
Profit before tax for the first half of 2011 amounted to SEK 889m (597). The higher result is explained by the sale of Camfil and Superfos. Earnings include profit/share of profits from the holdings of SEK 401m (646) and exit gains of SEK 487m (0).
Central income and expenses
Ratos's central income and expenses amounted to SEK +1m (-49), of which personnel costs in Ratos AB amounted to SEK 81m (88). The variable portion of personnel costs amounted to SEK 33m (35). Other management costs were SEK 56m (77). Net financial items amounted to SEK +138m (+116).
Tax
Ratos's consolidated tax expense comprises subsidiaries' and Ratos's share of tax in associates. The tax rate in consolidated profit or loss is affected, among other things, by the parent company's investment company status and by capital gains not liable to tax.
| SEKm | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|
| Profit/share of profits before tax 1) | |||
| AH Industries (69%) | 5 | -4 | -24 |
| Anticimex (85%) | 56 | 58 | 127 |
| Arcus-Gruppen (83%) | 7 | 3 | 135 |
| Biolin Scientific (98%) 2) | -1 | ||
| Bisnode (70%) | 33 | 119 | 274 |
| Camfil (30%) 3) | 57 | 99 | |
| Contex Group (99%) | 31 | 30 | 43 |
| DIAB (95%) | 39 | 91 | 149 |
| EuroMaint (100%) | -54 | -70 | -165 |
| Finnkino (98%) 4) | -2 | ||
| GS-Hydro (100%) | -17 | 32 | -27 |
| Hafa Bathroom Group (100%) | -3 | 32 | 37 |
| Haglöfs (100%) 5) | 9 | 5 | |
| HL Display (99%) 6) | 28 | 17 | 13 |
| Inwido (96%) | 143 | 138 | 328 |
| Jøtul (61%) | -48 | -52 | 25 |
| KVD Kvarndammen (100%) 2) | 17 | ||
| Lindab (11%) | 4 | 7 | 38 |
| Medisize (98%) | 53 | 54 | 95 |
| Mobile Climate Control (100%) | 13 | 37 | 71 |
| SB Seating (85%) | 33 | 51 | 87 |
| Stofa (99%) 7) | 64 | 44 | |
| Superfos (33%) 8) | 37 | 65 | |
| Total profit/share of profits | 401 | 646 | 1,419 |
| Exit Camfil | 586 | ||
| Exit Superfos | -99 | ||
| Exit Haglöfs | 783 | ||
| Exit Lindab | 537 | ||
| Total exit result | 487 | 0 | 1,320 |
| Remeasurement HL Display | 140 | ||
| Profit from holdings | 888 | 646 | 2,879 |
| Central income and expenses | |||
| Management costs | -137 | -165 | -213 |
| Financial items | 138 | 116 | 202 |
| Consolidated profit before tax | 889 | 597 | 2,868 |
1) Subsidiaries' profits included with 100% and associates' profits with respective holding percentage.
5) Haglöfs is included in consolidated profit through July 2010. The entire holding was sold in August 2010. 6) HL Display included with 29% through May 2010, in June and July with
2) Biolin Scientific and KVD Kvarndammen were acquired at the end of December 2010 and are not included in consolidated profit for 2010.
3) Camfil was sold at the beginning of January and is not included in consolidated profit for 2011. Until the sale, Camfil was recognised among Assets held for sale.
4) Finnkino is included in the Group from May 2011.
7) Stofa is included in the Group from August 2010.
61% and subsequently with 99%.
8) Superfos was recognised among Assets held for sale until it was sold in February and is thus not included in consolidated profit for 2011.
Financial position
Cash flow from operating activities and investing activities was SEK +31m (-909) and consolidated cash and cash equivalents at the end of the period amounted to SEK 2,076m (2,198), of which shortterm interest-bearing investments accounted for SEK 2m (5). Interest-bearing liabilities including pension provisions amounted to SEK 15,194m (13,912).
Parent company
The parent company's profit before tax amounted to SEK 631m (-11). The parent company's cash and cash equivalents, including short-term interest-bearing investments, amounted to SEK 1m (446). Taking into account financial transactions agreed but not yet carried out, at 19 August Ratos has a net liquidity of approximately SEK 950m. In addition, there is an existing credit facility of SEK 3.2 billion and authorisation from the 2011 Annual General Meeting to issue 35 million Ratos B shares in conjunction with agreements on acquisitions.
Risks and uncertainties
A description of the Group's and parent company's material risks and uncertainties is provided in the Directors' report and in Note 31 and 38 in the 2010 Annual Report. An assessment for the coming months is provided in the Business environment and market section on page 3.
Related-party transactions
The parent company received dividends from subsidiaries and associates of SEK 553m (105). In April, Ratos provided capital to Mobile Climate Control amounting to SEK 114m for the acquisition of Carrier.
Ratos shares
Earnings per share before dilution amounted to SEK 2.18 (1.07). The total return on Ratos shares in the first half of 2011 amounted to 2%, compared with the performance of the SIX Return Index which was -1%.
Treasury shares and number of shares
638,845 shares were repurchased in the first half of 2011. The number of call options exercised corresponded to 1,161,000 shares. At the end of June, Ratos owned 5,144,127 B shares (corresponding to 1.6% of the total number of shares), repurchased at an average price of SEK 69.
A division of shares (share split) was implemented in May and each existing share was divided into two shares of the same share class. The record date at Euroclear Sweden was 6 May 2011 and the final trading day before the split was 3 May.
At 30 June the total number of shares in Ratos (A and B shares) amounted to 324,140,896 and the number of votes was 108,587,444. The number of outstanding shares was 318,996,769. The average number of B treasury shares in Ratos in the first half of the year was 5,063,379 (5,759,730 in 2010, adjusted for the share split).
Ratos's equity 1)
At 30 June 2011 Ratos's equity (attributable to owners of the parent) amounted to SEK 14,069m (SEK 15,517m at 31 March 2011), corresponding to SEK 44 per outstanding share (SEK 48.50 at 31 March 2011, adjusted for the share split).
| SEKm | 30 June 2011 | % of equity |
|---|---|---|
| AH Industries | 632 | 5 |
| Anticimex | 555 | 4 |
| Arcus-Gruppen | 526 | 4 |
| Biolin Scientific | 293 | 2 |
| Bisnode | 1,340 | 10 |
| Contex Group | 939 | 7 |
| DIAB | 1,053 | 7 |
| EuroMaint | 593 | 4 |
| Finnkino | 406 | 3 |
| GS-Hydro | -108 | 0 |
| Hafa Bathroom Group | 158 | 1 |
| HL Display | 1,032 | 7 |
| Inwido | 2,179 | 15 |
| Jøtul | 325 | 2 |
| KVD Kvarndammen | 373 | 3 |
| Lindab | 310 | 2 |
| Medisize | 845 | 6 |
| Mobile Climate Control | 772 | 5 |
| SB Seating | 1,140 | 8 |
| Stofa | 723 | 5 |
| Total | 14,086 | 100 |
| Other net assets in central companies | -17 | 0 |
| Equity (attributable to owners of the parent) | 14,069 | 100 |
| Equity per share, SEK | 44 |
1) Holdings are shown at consolidated figures, which correspond to the Group's share of the holdings' equity, any residual values on consolidated surplus and deficit values minus any intra-group profits. Shareholder loans and interest on such loans are also included.
Credit facilities
The parent company has a five-year rolling credit facility of SEK 3.2 billion including a bank overdraft facility. The purpose of the facility is to be able to use it when bridge financing is required for acquisitions, and to be able to finance dividends and dayto-day running costs in periods of few or no exits. The parent company should normally be unleveraged. At the end of the period SEK 174m of the credit facility was utilised. At 19 August the credit facility was unutilised.
Conversion of shares
The 2003 Annual General Meeting resolved that a conversion clause allowing conversion of A shares to B shares should be added to the articles of association. This means that owners of A shares have an ongoing right to convert them to B shares. During the first half of 2011, 5,000 A shares were converted to B shares.
Holdings
More information about the holdings and a summary of income statements and statements of financial position for Ratos's holdings is available in downloadable Excel files at www.ratos.se.
AH Industries
- Sales SEK 443m (514) and EBITA SEK 19m (51)
- Continued weak earnings development in Wind Solutions due to temporary volume reductions for customers within Nacelle & Hub and a continued difficult market situation for Tower & Foundations
- Action programmes including employee cutbacks have been carried out and additional cost-saving measures are planned
- Integration of RM Group has gone well and a broadening of the product offering in China has been initiated
- Earnings were positively affected by compensation awarded in an arbitration with a former supplier
- Continued uncertain market for the wind power industry in the short term
Ratos's holding in AH Industries amounted to 69% and the consolidated book value in Ratos was SEK 632m at 30 June 2011.
AH Industries is a world-leading supplier of metal components, modules, systems and services to the wind power and cement and minerals industries. The company is specialised in the manufacture and machining of heavy metal components with high precision requirements. Most of production is carried out in Jutland (Denmark) but the company also has operations in China.
Anticimex
- Sales SEK 936m (909) and EBITA SEK 104m (93)
- Continued favourable development particularly in Norway, Finland and Germany
- The EBITA margin amounted to 11.1% (10.3) for the first half of the year and sales increased by 5% adjusted for currency effects
- Refinancing of SEK 476m carried out in March, whereby Ratos received a cash payment of SEK 405m
Ratos's holding in Anticimex amounted to 85% and the consolidated book value in Ratos was SEK 555m at 30 June 2011.
Anticimex is a European service company that provides safe and healthy indoor environments through inspections, guarantees and insurance. Services include pest assurance, hygiene assurance, dehumidification, fire protection as well as property transfer and energy surveys. The Group is currently represented in Sweden, Finland, Denmark, Norway, Germany and the Netherlands.
Arcus-Gruppen
- Sales SEK 884m (864) and EBITA SEK 38m (6)
- Good sales growth for wine in Sweden and Norway. Somewhat weaker sales of spirits in Norway due to raised alcohol tax
- Agreement signed to acquire 51% of the Norwegian wine wholesaler Excellars for NOK 65m (approximately SEK 75m) (Enterprise Value)
- Refinancing amounting to NOK 220m carried out. In conjunction with this NOK 140m was distributed to the company's owners, of which Ratos received NOK 117m (SEK 132m)
Ratos's holding in Arcus-Gruppen amounted to 83% and the consolidated book value in Ratos was SEK 526m at 30 June 2011.
Arcus-Gruppen is Norway's leading spirits producer and one of the largest wine suppliers in the Nordic region through Vingruppen, Vinordia and Arcus Wine Brands. The group's best-known brands include Braastad Cognac, Linie Aquavit, Løiten and Vikingfjord Vodka.
Biolin Scientific
- Sales SEK 59m (70) and EBITA SEK 1m (4)
- Continued positive sales trend in the US but negative in Asia (primarily Japan and Korea) and in Europe. Currency effects had a negative impact on sales of approximately 10%
- An agreement was signed in July on acquisition of the Danish company Sophion Bioscience for approximately DKK 145m as well as an additional DKK 10m which relates to sales milestones in 2011/12. Ratos will provide approximately SEK 65m in conjunction with this acquisition. Acquisition completed in August
Ratos's holding in Biolin Scientific amounted to 98% and the consolidated book value in Ratos was SEK 293m at 30 June 2011.
Biolin Scientific develops, manufactures and markets analytical instruments for research, development, quality control and clinical diagnostics. The company's largest market niche is nanotechnology, primarily materials science and biophysics. Customers are found worldwide and mainly comprise researchers in universities, research institutes and the industrial sector.
Bisnode
- Sales SEK 2,105m (2,273) and EBITA SEK 232m (242)
- Improved EBITA in the second quarter but continued weak organic sales development (-2% adjusted for currency effects)
- Credit Solutions, Software & Applications and Product Information continued to perform well. Weak development for companies within Marketing Solutions and as anticipated lower sales for SPARrelated products
- Continued strong cash flows
- The following acquisitions were made in the first half: Vendemore in Sweden, Lindorff Match and Lindorff Decision in Norway, four Creditinfo Schufa companies in the Czech Republic, Slovakia and Poland, and a 49% minority shareholding in the Swedish company Business Check
Ratos's holding in Bisnode amounted to 70% and the consolidated book value in Ratos was SEK 1,340m at 30 June 2011.
Bisnode is a leading European provider of digital business information with services within market, credit and business information. Using Bisnode's services companies can increase their sales, reduce their risks and improve their day-to-day business decisions. Operations are conducted in 17 countries in Europe.
Contex Group
- Sales SEK 336m (366) and EBITA SEK 46m (57)
- Sales in local currency rose 6% in the first half of the year
- Sales in the subsidiary Z Corporation rose 17% in local currency. Stable performance for Contex A/S
Ratos's holding in Contex Group amounted to 99% and the consolidated book value in Ratos was SEK 939m at 30 June 2011.
The Danish company Contex Group is a world-leading developer and manufacturer of innovative 2D and 3D digital imaging solutions. The company has two operating areas: 2D Scanning and 3D Printing. 2D Scanning comprises Contex, the world's largest manufacturer of wide-format scanners, and Vidar Systems, the global market leader within digital medical imaging. 3D Printing comprises Z Corporation which manufactures 3D printers.
DIAB
- Sales SEK 639m (718) and EBITA SEK 60m (108)
- Improved development during the second quarter following a weak start to the year due to a decline in demand in the wind segment and currency effects
- Weak profitability due to low sales volume and low capacity utilisation
- Good sales development within the segments Transport, Industry and Aerospace
- Anders Paulsson will not resign as CEO as announced earlier but has decided to continue
Ratos's holding in DIAB amounted to 95% and the consolidated book value in Ratos was SEK 1,053m at 30 June 2011.
DIAB is a world-leading company that manufactures and develops core materials for composite structures including blades for wind turbines, hulls and decks for boats, and components for aircraft, trains, buses and rockets. The material has a unique combination of characteristics such as low weight, high strength, insulation properties and chemical resistance.
EuroMaint
- Sales SEK 1,810m (1,738) and EBITA SEK -7m (-20)
- Earnings were charged with increased costs for repairing winter damage to trains as well as writedowns within two rebuilding contracts amounting to SEK 32m in the second quarter
- Action programme initiated within EuroMaint Rail to reduce costs and raise efficiency
- Stronger order book and a continued high level of invitations to tender within EuroMaint Industry
- Ove Bergkvist, president of EuroMaint Rail since May, also appointed as the new CEO
Ratos's holding in EuroMaint amounted to 100% and the consolidated book value in Ratos was SEK 593m at 30 June 2011.
EuroMaint is a leading provider of advanced maintenance services to the manufacturing industry and the rail transport sector. Operations are conducted in two subsidiaries: EuroMaint Rail and EuroMaint Industry. EuroMaint conducts operations at 18 locations in Sweden, as well as in Germany, Belgium, Poland, the Netherlands and Latvia.
Finnkino
- Sales SEK 385m (430) and EBITA SEK 40m (48)
- Good development since Ratos's acquisition. In the second quarter revenues rose 8% compared with the previous year and the number of visits rose 7%
- Revenue from peripheral sales per visit rose 5%
- The most important movie during the period was Pirates of the Caribbean 4
- Ratos's acquisition was completed on 30 April
Ratos's holding in Finnkino amounted to 98% and the consolidated book value in Ratos was SEK 406m at 30 June 2011.
Finnkino is the largest movie theatre chain in Finland and the Baltic countries with 25 movie theatres and 161 screens with a total of approximately 30,000 seats. The company also conducts film distribution and some distribution of DVDs and video films. The movie theatre operations are conducted under the name Finnkino in Finland and Forum Cinemas in the Baltic countries.
GS-Hydro
- Sales SEK 501m (669) and EBITA SEK 10m (47)
- Weaker sales due to downturn for the company's customers and a late-cyclical position. Underlying market development improved, however, which is expected to have a positive effect on GS-Hydro starting in the second half of the year
- Cost-cutting measures implemented to adapt operations to the lower volume
Ratos's holding in GS-Hydro amounted to 100% and the consolidated book value in Ratos was SEK -108m at 30 June 2011 (negative value due to refinancing in 2008).
GS-Hydro is a leading supplier of non-welded piping solutions. Products are mainly used in the marine and offshore industries as well as in the pulp and paper, metals and mining and automotive and aerospace industries. The head office is located in Finland.
Hafa Bathroom Group
- Sales SEK 176m (229) and EBITA SEK -1m (32)
- Lower sales due to a terminated customer contract and weak market development in the second quarter
- Negative earnings development due to lower volume and costs related to aggressive marketing and construction of new product displays
- Significant new contracts concluded and under implementation which will gradually have a positive effect on the company's sales and earnings
Ratos's holding in Hafa Bathroom Group amounted to 100% and the consolidated book value in Ratos was SEK 158m at 30 June 2011.
Hafa Bathroom Group with the Hafa and Westerbergs brands is one of the Nordic region's leading bathroom interiors companies.
HL Display
- Sales SEK 824m (834) and EBITA SEK 46m (51)
- Sales rose 6% adjusted for currency effects. Good customer activity in most countries, primarily Southern Europe and Asia showed good growth
- Currency effects had a negative impact on EBITA of approximately SEK 25m
Ratos's holding in HL Display amounted to 99% and the consolidated book value in Ratos was SEK 1,032m at 30 June 2011.
HL Display is a global, market leading supplier of products and systems for merchandising and in-store communication with operations in 33 countries. Manufacture takes place in China, the UK and Sweden.
Inwido
- Sales SEK 2,350m (2,482) and EBITA SEK 182m (194)
- Positive sales development in local currency during the second quarter after a weak start to the year. Sales in the first half decreased by 1% in local currency. Good growth in the industry segment while consumer demand was cautious
- Acquisition of Danish window manufacturer Pro Tec completed in July
- In July, Inwido paid a dividend of SEK 301m, of which Ratos's share amounted to SEK 290m
Ratos's holding in Inwido amounted to 96% and the consolidated book value in Ratos was SEK 2,179m at 30 June 2011.
Inwido develops, manufactures and sells a full range of windows and doors to consumers, construction companies and prefabricated home manufacturers. Operations are conducted in all the Nordic countries as well as in the UK, Ireland, Poland and Russia. The company's brands include Elitfönster, SnickarPer, Tiivi, KPK, Lyssand and Allan Brothers.
Jøtul
- Sales SEK 378m (385) and EBITA SEK -14m (-4)
- Sales increased by 7% in local currency. Good development in most market areas at the beginning of the year, but a weak end to the second quarter
- Earnings for the first half of 2010 were positively affected by SEK 15m due to changed pension rules
- CEO Erik Moe has informed the company's board that he wishes to resign in 2011. Erik Moe will stay on as CEO until his successor is in place
Ratos's holding in Jøtul amounted to 61% and the consolidated book value in Ratos was SEK 325m at 30 June 2011.
The Norwegian company Jøtul is Europe's largest manufacturer of stoves and fireplaces with production facilities in Norway, Denmark, France, Poland and the US. The company dates back to 1853 and the products are sold worldwide, primarily through speciality stores, but also through the DIY trade.
KVD Kvarndammen
- Sales SEK 134m (119) and EBITA SEK 23m (21)
- Positive development in the Swedish car market
- Stronger market share and increased revenue per item
- New mobile site launched (m.kvd.se)
Ratos's holding in KVD Kvarndammen amounted to 100% and the consolidated book value in Ratos was SEK 373m at 30 June 2011.
KVD Kvarndammen is Sweden's largest independent online marketplace offering broker services for secondhand company cars and car fleets. The company, which was founded in 1991, runs kvd.se where cars, heavy vehicles, machines, liquidation goods and surplus goods are offered for sale at weekly online auctions. The number of unique visitors totals approximately 200,000 per week. The company includes Sweden's largest valuation portal for cars, bilpriser.se.
Lindab
- Sales SEK 3,132m (2,949) and EBITA SEK 111m (119)
- Sales increased by 12% adjusted for currency effects and acquisitions. Price increases made a positive contribution to growth
- Good performance primarily in Eastern Europe and the Nordic region
- Operating EBITA amounted to SEK 125m (59)
Ratos's holding in Lindab amounted to 11% and the consolidated book value in Ratos was SEK 310m at 30 June 2011.
Lindab is a leading European company within development, production, marketing and distribution of systems and products in sheet metal and steel for the construction industry. The group is established in 31 countries. Approximately 60% of sales go to countries outside the Nordic region. Lindab is listed on Nasdaq OMX Stockholm, Mid Cap List.
Medisize
- Sales SEK 551m (590) and EBITA SEK 60m (67)
- Sales rose 2% adjusted for currency effects
- Slightly lower volume than in the same period last year had a negative impact on profitability in the second quarter
- In July, Ratos signed an agreement to sell Medisize to Phillips Plastics. Ratos's exit gain amounts to approximately SEK 40m and the sale was completed in August
Ratos's holding in Medisize amounted to 98% and the consolidated book value in Ratos was SEK 845m at 30 June 2011.
Medisize is an international contract manufacturer specialised in medical devices for delivery and administration of drugs and pharmaceutical packaging (Development & Manufacturing) as well as development, manufacture and distribution of single-use plastic products for anaesthesia and intensive care (Airway Management).
Mobile Climate Control (MCC)
- Sales SEK 482m (454) and EBITA SEK 27m (60)
- Acquisition completed of Carrier's North American operations within bus AC for a purchase price (Enterprise Value) of USD 32.1m, of which Ratos provided USD 18m (SEK 114m)
- Increased sales as a result of acquisition. Sharp fall in demand from the military segment but continued good recovery in the off-road vehicle segment
- Less favourable earnings development due to negative currency effects, higher raw material prices, a changed customer mix and non-recurring costs related to acquisitions
Ratos's holding in Mobile Climate Control amounted to 100% and the consolidated book value in Ratos was SEK 772m at 30 June 2011.
Mobile Climate Control (MCC) offers complete climate comfort systems for three main customer segments: buses, off road and military vehicles. Approximately 80% of the company's sales take place in North America and 20% in Europe. Major production plants are located in Toronto (Canada), Goshen (USA), Norrtälje (Sweden), and Wroclaw (Poland).
SB Seating
- Sales SEK 624m (626) and EBITA SEK 116m (105)
- Sales in local currency increased in the first half of the year by 4%. Favourable development in Scandinavia and Germany. Continued weak development in the UK and Benelux
- Improved EBITA margin, 18% (17), due to increased volumes and completed improvement programmes
Ratos's holding in SB Seating amounted to 85% and the consolidated book value in Ratos was SEK 1,140m at 30 June 2011.
SB Seating develops and produces ergonomic office chairs in Scandinavian design for private and public environments. The group markets three strong brands, HÅG, RH and RBM, which are mainly sold through retail outlets. The group is represented today in Norway, Sweden, Denmark, Germany, the UK, Benelux and France.
Stofa
- Sales SEK 685m (717) and EBITA SEK 76m (72)
- Sales in local currency increased by 5% in the first half of the year and the EBITA margin rose to 11% (10). Increased sales of TV programmes and add-on services introduced in 2010 and 2011 had a positive impact on sales and profitability
- Fast subscriber growth for Stofa's telephony services
- Klaus Høeg-Hagensen new CEO from 1 August 2011
- The acquisition of Canal Digital's cable TV operations in Denmark was terminated in consultation with the seller Telenor since the probability of receiving approval from the competition authority was low
Ratos's holding in Stofa amounted to 99% and the consolidated book value in Ratos was SEK 723m at 30 June 2011.
Stofa is a Danish triple-play operator (broadband, cable TV and telephony) which provides some 350,000 Danish households with cable TV and 40% of them with broadband as well. The services are delivered in close cooperation with 300 antenna associations throughout Denmark. In addition, Stofa also sells to end-user subscribers who are offered interactive TV services (pay TV), broadband and IP telephony.
Ratos's holdings at 30 June 2011
| SEKm | 2011 Q 1-2 | Net sales 2010 Q 1-2 |
2010 | EBITA 2011 Q 1-2 2010 Q 1-2 |
2010 | 2011 Q 1-2 | EBT A) 2010 Q 1-2 |
2010 | |
|---|---|---|---|---|---|---|---|---|---|
| AH Industries 1) | 443 | 514 | 978 | 19 | 51 | 55 | 5 | 39 | 26 |
| Anticimex 2) | 936 | 909 | 1,856 | 104 | 93 | 198 | 69 | 64 | 139 |
| Arcus-Gruppen 3) | 884 | 864 | 1,944 | 38 | 6 | 156 | 2 | -7 | 116 |
| Biolin Scientific 4) | 59 | 70 | 142 | 1 | 4 | 12 | -1 | 2 | 7 |
| Bisnode | 2,105 | 2,273 | 4,451 | 232 | 242 | 536 | 81 | 170 | 376 |
| Contex Group | 336 | 366 | 750 | 46 | 57 | 97 | 31 | 30 | 43 |
| DIAB | 639 | 718 | 1,396 | 60 | 108 | 188 | 40 | 91 | 149 |
| EuroMaint | 1,810 | 1,738 | 3,532 | -7 | -20 | -67 | -35 | -54 | -132 |
| Finnkino 5) | 385 | 430 | 846 | 40 | 48 | 82 | 16 | 21 | 28 |
| GS-Hydro | 501 | 669 | 1,244 | 10 | 47 | 27 | -17 | 32 | -27 |
| Hafa Bathroom Group | 176 | 229 | 424 | -1 | 32 | 38 | -3 | 32 | 37 |
| HL Display 6) | 824 | 834 | 1,617 | 46 | 51 | 66 | 28 | 37 | 29 |
| Inwido | 2,350 | 2,482 | 5,149 | 182 | 194 | 446 | 143 | 138 | 328 |
| Jøtul | 378 | 385 | 1,044 | -14 | -4 | 97 | -25 | -31 | 67 |
| KVD Kvarndammen 7) | 134 | 119 | 239 | 23 | 21 | 32 | 17 | 17 | 22 |
| Lindab | 3,132 | 2,949 | 6,527 | 111 | 119 | 401 | 35 | 32 | 112 |
| Medisize | 551 | 590 | 1,079 | 60 | 67 | 109 | 53 | 54 | 95 |
| Mobile Climate Control | 482 | 454 | 902 | 27 | 60 | 112 | 13 | 37 | 71 |
| SB Seating | 624 | 626 | 1,203 | 116 | 105 | 197 | 83 | 98 | 180 |
| Stofa 8) | 685 | 717 | 1,411 | 76 | 72 | 117 | 64 | 51 | 83 |
| Total | 17,435 | 17,937 | 36,733 | 1,168 | 1,353 | 2,897 | 599 | 854 | 1,751 |
| Change | -3% | -14% | -30% |
| SEKm | Depreciation B) 2011 Q 1-2 |
Investment C) 2011 Q 1-2 2011 Q 1-2 |
Cash flow D) |
Equity E) 30 June 2011 |
Interest-bearing net debt E) 30 June 2011 |
Average no. employees 2010 |
Consolidated value 30 June 2011 |
Ratos's holding 30 June 2011 |
|---|---|---|---|---|---|---|---|---|
| AH Industries 1) | 27 | 13 | -53 | 907 | 425 | 420 | 632 | 69% |
| Anticimex 2) | 20 | – | 0 | 627 | 848 | 1,204 | 555 | 85% |
| Arcus-Gruppen 3) | 17 | – | 0 | 659 | 124 | 452 | 526 | 83% |
| Biolin Scientific 4) | 3 | 1 | -17 | 304 | 11 | 91 | 293 | 100% |
| Bisnode | 61 | 57 | 169 | 2,358 | 2,395 | 3,080 | 1,340 | 70% |
| Contex Group | 23 | 25 | 13 | 955 | 594 | 322 | 939 | 99% |
| DIAB | 42 | 44 | -40 | 1,199 | 846 | 1,327 | 1,053 | 95% |
| EuroMaint | 30 | 18 | -124 | 609 | 766 | 2,713 | 593 | 100% |
| Finnkino 5) | 32 | – | 0 | 413 | 391 | 620 | 406 | 98% |
| GS-Hydro | 13 | 4 | 25 | 268 | 607 | 626 | -108 | 100% |
| Hafa Bathroom Group | 3 | 1 | 18 | 47 | 80 | 177 | 158 | 100% |
| HL Display 6) | 17 | 31 | -45 | 1,127 | 528 | 1,102 | 1,032 | 99% |
| Inwido | 57 | 39 | -90 | 2,437 | 1,622 | 3,759 | 2,179 | 96% |
| Jøtul | 28 | 38 | -156 | 613 | 713 | 714 | 325 | 61% |
| KVD Kvarndammen 7) | 2 | 1 | 6 | 373 | 164 | 167 | 373 | 100% |
| Lindab | 78 | 63 | -73 | 2,758 | 2,043 | 4,454 | 310 | 11% |
| Medisize | 22 | 24 | -18 | 872 | 275 | 838 | 845 | 98% |
| Mobile Climate Control | 8 | 3 | 32 | 799 | 565 | 501 | 772 | 100% |
| SB Seating | 22 | 11 | 76 | 1,257 | 654 | 471 | 1,140 | 85% |
| Stofa 8) | 47 | 47 | 128 | 726 | 534 | 429 | 723 | 99% |
A) Earnings with restored interest expenses on shareholder loan.
B) Depreciation includes depreciation and impairment of property, plant and equipment as well as internally generated and directly acquired intangible assets. Depreciation and impairment are included in EBITA. C) Investments excluding company acquisitions. D) Cash flow refers to cash flow from operating activities including paid interest and
investing activities before acquisition and disposal of companies.
E) Equity includes shareholder loans. Interest-bearing debt excludes shareholder loans.
1) AH Industries' earnings and average number of employees for 2010 are pro forma
taking the acquisition of RM Group into account. 2) Anticimex's earnings for 2010 and 2011 are pro forma taking new financing into account.
3) Arcus-Gruppen's earnings for 2010 and 2011 are pro forma taking new financing into account.
4) Biolin Scientific's earnings for 2011 are pro forma taking new group structure into account. Statement of cash flows refers to Biolin Scientific AB group.
5) Finnkino's earnings for 2010 and 2011 are pro forma taking Ratos's acquisition into account.
6) HL Display's earnings for 2010 are pro forma taking the refinancing in August 2010 into account.
7) KVD Kvarndammen's earnings for 2010 are pro forma taking Ratos's acquisition into account.
8) Stofa's earnings and average number of employees for 2010 are pro forma taking Ratos's acquisition into account.
This interim report provides a true and fair overview of the parent company's and Group's operations, their financial position and performance, and describes material risks and uncertainties facing the parent company and other companies in the Group.
Stockholm, 19 August 2011 Ratos AB (publ)
Olof Stenhammar Chairman
Board Member Board Member Board Member
Arne Karlsson CEO and Board Member
Lars Berg Staffan Bohman Annette Sadolin Board Member Board Member Board Member
Jan Söderberg Per-Olof Söderberg Margareth Øvrum
This report has not been reviewed by Ratos's auditors.
For further information, please contact: Arne Karlsson, CEO, +46 8 700 17 00 Emma Rheborg, Head of Corporate Communications and IR, +46 8 700 17 20
Telephone conference 19 August 10.00 CET
+46 8 505 201 10
Listen to CEO Arne Karlsson's comments on this report at www.ratos.se
Financial calendar
| 2011 9 Nov |
Interim report Jan-Sept |
|---|---|
| 2012 | |
| 16 Feb | Year-end report 2011 |
| 18 April Annual General Meeting | |
| 8 May | Interim report Jan-March |
| 17 Aug | Interim report Jan-June |
| 9 Nov | Interim report Jan-Sept |
This information is disclosed pursuant to the Swedish Securities Market Act, the Swedish Financial Instruments Trading Act or requirements stipulated in the listing agreement.
Consolidated income statement
| SEKm | 2011 Q 2 | 2010 Q 2 | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|---|---|
| Net sales | 7,637 | 6,857 | 14,512 | 13,227 | 27,953 |
| Other operating income | 55 | 56 | 132 | 121 | 376 |
| Change in inventories | 23 | 78 | 181 | 166 | 27 |
| Raw materials and consumables | -2,969 | -2,523 | -5,670 | -4,943 | -10,411 |
| Employee benefit costs | -2,436 | -2,243 | -4,786 | -4,430 | -8,941 |
| Depreciation and impairment of property, plant and equipment and intangible assets |
-268 | -236 | -535 | -470 | -1 050 |
| Other costs | -1,607 | -1,546 | -3,029 | -2,902 | -6,097 |
| Remeasurement HL Display | 140 | ||||
| Capital gain from the sale of group companies | 1 | -5 | 1 | -5 | 774 |
| Capital gain from the sale of associates | 1 | 487 | 537 | ||
| Share of profits of associates | 12 | 84 | 8 | 134 | 253 |
| Operating profit | 449 | 522 | 1,301 | 898 | 3,561 |
| Financial income | 15 | 50 | 81 | 131 | 253 |
| Financial expenses | -274 | -222 | -493 | -432 | -946 |
| Net financial items | -259 | -172 | -412 | -301 | -693 |
| Profit before tax | 190 | 350 | 889 | 597 | 2,868 |
| Tax | -103 | -119 | -175 | -209 | -455 |
| Profit for the period | 87 | 231 | 714 | 388 | 2,413 |
| Profit for the period attributable to: | |||||
| Owners of the parent | 85 | 210 | 696 | 339 | 2,255 |
| Non-controlling interests | 2 | 21 | 18 | 49 | 158 |
| Earnings per share, SEK | |||||
| – before dilution | 0.26 | 0.66 | 2.18 | 1.07 | 7.09 |
| – after dilution | 0.26 | 0.66 | 2.18 | 1.06 | 7.07 |
Consolidated statement of comprehensive income
| SEKm | 2011 Q 2 | 2010 Q 2 | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|---|---|
| Profit for the period | 87 | 231 | 714 | 388 | 2,413 |
| Other comprehensive income: | |||||
| Translation differences for the period | 284 | -42 | 112 | -477 | -1,153 |
| Change in hedging reserve for the period | -16 | -1 | 27 | 10 | 95 |
| Tax attributable to other comprehensive income | 4 | 1 | -7 | -2 | -22 |
| Other comprehensive income for the period | 272 | -42 | 132 | -469 | -1,080 |
| Total comprehensive income for the period | 359 | 189 | 846 | -81 | 1,333 |
| Total comprehensive income for the period attributable to: | |||||
| Owners of the parent | 318 | 195 | 800 | -18 | 1,352 |
| Non-controlling interests | 41 | -6 | 46 | -63 | -19 |
Summary consolidated statement of financial position
| SEKm | 30 June 2011 | 30 June 2010 | 31 Dec 2010 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 21,246 | 18,170 | 20,304 |
| Other intangible assets | 1,625 | 1,712 | 1,621 |
| Property, plant and equipment | 4,650 | 3,518 | 4,050 |
| Financial assets | 795 | 3,210 | 808 |
| Deferred tax assets | 598 | 477 | 632 |
| Total non-current assets | 28,914 | 27,087 | 27,415 |
| Current assets | |||
| Inventories | 3,208 | 2,951 | 2,884 |
| Current receivables | 6,491 | 5,705 | 6,291 |
| Cash and cash equivalents | 2,076 | 2,198 | 2,855 |
| Assets held for sale | 1,318 | ||
| Total current assets | 11,775 | 10,854 | 13,348 |
| Total assets | 40,689 | 37,941 | 40,763 |
| EQUITY AND LIABILITIES | |||
| Equity including non-controlling interests | 15,228 | 14,984 | 16,465 |
| Non-current liabilities | |||
| Interest-bearing liabilities | 11,509 | 10,650 | 10,923 |
| Non-interest bearing liabilities | 640 | 467 | 405 |
| Pension provisions | 461 | 420 | 412 |
| Other provisions | 515 | 457 | 431 |
| Deferred tax liabilities | 757 | 724 | 778 |
| Total non-current liabilities | 13,882 | 12,718 | 12,949 |
| Current liabilities | |||
| Interest-bearing liabilities | 3,224 | 2,842 | 2,872 |
| Non-interest bearing liabilities | 7,744 | 6,821 | 7,851 |
| Provisions | 611 | 576 | 626 |
| Total current liabilities | 11,579 | 10,239 | 11,349 |
| Total equity and liabilities | 40,689 | 37,941 | 40,763 |
Summary statement of changes in consolidated equity
| 30 June 2011 | 30 June 2010 | 31 Dec 2010 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| SEKm | Owners of the parent |
Non- controlling interests |
Total equity |
Owners of the parent |
Non- controlling interests |
Total equity |
Owners of the parent |
Non controlling interests |
Total equity |
| Opening equity | 15,091 | 1,374 | 16,465 | 15,302 | 1,500 | 16,802 | 15,302 | 1,500 | 16,802 |
| Adjusted for changed accounting principle |
-25 | -25 | -25 | -25 | |||||
| Adjusted equity | 15,091 | 1,374 | 16,465 | 15,277 | 1,500 | 16,777 | 15,277 | 1,500 | 16,777 |
| Total comprehensive income | |||||||||
| for the period | 800 | 46 | 846 | -18 | -63 | -81 | 1,352 | -19 | 1,333 |
| Dividend | -1,678 | -119 | -1,797 | -1,512 | -19 | -1,531 | -1,512 | -23 | -1,535 |
| New issue | 6 | 6 | 43 | 145 | 188 | ||||
| Transfer of treasury shares (at acquisitions) in associated |
10 | 10 | 10 | 10 | |||||
| Purchase of treasury shares | -74 | -74 | -34 | -34 | -34 | -34 | |||
| Transfer of treasury shares (exercise of call options) |
88 | 88 | 80 | 80 | 80 | 80 | |||
| Option premiums | 8 | 8 | 9 | 9 | 9 | 9 | |||
| Redemption of convertible programme in associates |
-8 | -8 | -8 | -8 | |||||
| Acquisition of non-controlling interests |
-166 | -149 | -315 | -3 | -207 | -210 | -117 | -234 | -351 |
| Disposal of non-controlling interests |
-1 | 1 | 1 | 1 | |||||
| Redemption of options in subsidiary |
-9 | -9 | |||||||
| Non-controlling interests at acquisition |
1 | 1 | 32 | 32 | |||||
| Non-controlling interests in disposals |
-28 | -28 | -28 | -28 | |||||
| Closing equity | 14,069 | 1,159 | 15,228 | 13,800 | 1,184 | 14,984 | 15,091 | 1,374 | 16,465 |
Consolidated statement of cash flows
| SEKm | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|
| Operating activities | |||
| Profit before tax | 889 | 597 | 2,868 |
| Adjustment for non-cash items | 90 | 455 | -621 |
| 979 | 1,052 | 2,247 | |
| Income tax paid | -166 | -124 | -250 |
| Cash flow from operating activities before change in working capital |
813 | 928 | 1,997 |
| Cash flow from change in working capital | |||
| Increase (-)/Decrease (+) in inventories | -282 | -199 | -2 |
| Increase (-)/Decrease (+) in operating receivables | -32 | 148 | 254 |
| Increase (+)/Decrease (-) in operating liabilities | -818 | -837 | -447 |
| Cash flow from operating activities | -319 | 40 | 1,802 |
| Investing activities | |||
| Acquisition, group companies | -981 | -354 | -2,032 |
| Disposal, group companies | 8 | 206 | 1,118 |
| Acquisition, shares in subsidiaries | -489 | -488 | |
| Disposal, shares in subsidiaries | 1,874 | 3 | 858 |
| Acquisition, other intangible/tangible assets | -617 | -321 | -710 |
| Disposal, other intangible/tangible assets | 39 | 20 | 76 |
| Investment, financial assets | -26 | -33 | -67 |
| Disposal, financial assets | 53 | 19 | 31 |
| Cash flow from investing activities | 350 | -949 | -1,214 |
| Financing activities | |||
| Purchase of treasury shares | -74 | -34 | -34 |
| Exercise of options | 88 | 80 | 71 |
| Option premiums | 35 | 12 | 26 |
| Acquisition of non-controlling interests (minority) | -219 | -93 | -271 |
| Dividend paid | -1,678 | -1,512 | -1,512 |
| Dividend paid/redemption, non-controlling interests | -55 | -19 | -23 |
| Loans raised | 2,905 | 667 | 987 |
| Amortisation of loans | -1,835 | -967 | -1,880 |
| Cash flow from financing activities | -833 | -1,866 | -2,636 |
| Cash flow for the period | -802 | -2,775 | -2,048 |
| Cash and cash equivalents at beginning of the year | 2,855 | 4,999 | 4,999 |
| Exchange differences in cash and cash equivalents | 23 | -26 | -96 |
| Cash and cash equivalents at the end of the period | 2,076 | 2,198 | 2,855 |
Consolidated key figures
| 1) | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|
| Return on equity, % | 15 | ||
| Equity ratio, % | 37 | 39 | 40 |
| Key figures per share | |||
| Total return, % | 2 | 10 | 40 |
| Dividend yield, % | 4.2 | ||
| Market price, SEK | 121.50 | 98.35 | 124.50 |
| Dividend, SEK | 5.25 | ||
| Equity attributable to owners of the parent, SEK | 44 | 43 | 47 |
| Earnings per share before dilution, SEK | 2.18 | 1.07 | 7.09 |
| Average number of shares outstanding | |||
| – before dilution | 319,077,517 | 317,850,528 | 318,134,920 |
| – after dilution | 319,587,006 | 318,497,698 | 318,752,700 |
| Total number of registered shares | 324,140,896 | 323,705,784 | 324,140,896 |
| Number of shares outstanding | 318,996,769 | 318,039,502 | 318,474,614 |
| – of which A shares | 84,637,060 | 84,657,060 | 84,647,060 |
| – of which B shares | 234,359,709 | 239,382,442 | 233,827,554 |
1) Relevant historical figures are recalculated taking the 2011 share split into account.
Parent company income statement
| SEKm | 2011 Q 2 | 2010 Q 2 | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|---|---|
| Other operating income | 1 | 1 | 1 | 1 | 104 |
| Other external costs | -30 | -27 | -50 | -74 | -139 |
| Personnel costs | -45 | -58 | -81 | -88 | -167 |
| Depreciation of property, plant and equipment | -1 | -1 | -2 | -2 | -5 |
| Other operating expenses | |||||
| Operating profit/loss | -75 | -85 | -132 | -163 | -207 |
| Capital gain from sale of participations in group companies | 932 | ||||
| Dividends from group companies | 90 | 537 | 93 | 93 | |
| Impairment of shares in group companies | -4 | ||||
| Reversed impairment of shares in group companies | 37 | ||||
| Capital gain from sale of interests in associates | 1 | 78 | 737 | ||
| Dividends from associates | 16 | 12 | 16 | 12 | 12 |
| Impairment of interests in associates | -3 | ||||
| Result from other securities and receivables accounted for | |||||
| as non-current assets | 40 | 36 | 86 | 71 | 116 |
| Other interest income and similar profit/loss items | 27 | 1 | 33 | 4 | 7 |
| Interest expenses and similar profit/loss items | -4 | -22 | -24 | -28 | -75 |
| Profit after financial items | 5 | 32 | 631 | -11 | 1,608 |
| Tax | |||||
| Profit/loss for the period | 5 | 32 | 631 | -11 | 1,608 |
Parent company statement of comprehensive income
| SEKm | 2011 Q 2 | 2010 Q 2 | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|---|---|
| Profit/loss for the period | 5 | 32 | 631 | -11 | 1,608 |
| Other comprehensive income: | |||||
| Change in fair value reserve for the period | 9 | -3 | 6 | -10 | -21 |
| Other comprehensive income for the period | 9 | -3 | 6 | -10 | -21 |
| Comprehensive income for the period | 14 | 29 | 637 | -21 | 1,587 |
Summary parent company balance sheet
| SEKm | 30 June 2011 | 30 June 2010 | 31 Dec 2010 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 84 | 88 | 87 |
| Financial assets | 13,329 | 11,816 | 13,711 |
| Total non-current assets | 13,413 | 11,904 | 13,798 |
| Current assets | |||
| Current receivables | 103 | 81 | 43 |
| Cash and cash equivalents | 1 | 446 | 420 |
| Total current assets | 104 | 527 | 463 |
| Total assets | 13,517 | 12,431 | 14,261 |
| EQUITY AND LIABILITIES | |||
| Equity | 12,474 | 11,842 | 13,493 |
| Non-current provisions | |||
| Pension provisions | 2 | 2 | 2 |
| Other provisions | 38 | 136 | 31 |
| Non-current liabilities | |||
| Interest-bearing liabilities, group companies | 642 | 220 | 272 |
| Non-interest bearing liabilities | 74 | 98 | 99 |
| Current provisions | |||
| Current liabilities | |||
| Interest-bearing liabilities | 174 | ||
| Interest-bearing liabilities, group companies | 184 | ||
| Non-interest bearing liabilities | 113 | 133 | 180 |
| Total equity and liabilities | 13,517 | 12,431 | 14,261 |
| Pledged assets and contingent liabilities | none | none | none |
Summary statement of changes in parent company's equity
| SEKm | 30 June 2011 | 30 June | 31 Dec 2010 |
|---|---|---|---|
| Opening equity | 13,493 | 13,321 | 13,321 |
| Comprehensive income for the period | 637 | -21 | 1,587 |
| Dividend | -1,678 | -1,512 | -1,512 |
| Purchase of treasury shares | -74 | -34 | -34 |
| New issue | 43 | ||
| Transfer of treasury shares (exercise call options) | 88 | 80 | 80 |
| Option premiums | 8 | 8 | 8 |
| Closing equity | 12,474 | 11,842 | 13,493 |
Parent company cash flow statement
| SEKm | 2011 Q 1-2 | 2010 Q 1-2 | 2010 |
|---|---|---|---|
| Operating activities | |||
| Profit before tax | 631 | -11 | 1,608 |
| Adjustment of non-cash items | -210 | -12 | -1,759 |
| 421 | -23 | -151 | |
| Income tax paid | – | – | – |
| Cash flow from operating activities before | |||
| change in working capital | 421 | -23 | -151 |
| Cash flow from change in working capital | |||
| Increase (-)/Decrease (+) in operating receivables | -5 | -1 | -11 |
| Increase (+)/Decrease (-) in operating liabilities | 1 | -155 | -128 |
| Cash flow from operating activities | 417 | -179 | -290 |
| Investing activities | |||
| Investment, shares in subsidiaries | -738 | -276 | -2,513 |
| Sale and redemption, shares in subsidiaries | 596 | 49 | 1,489 |
| Investment, shares in associates and other holdings | -484 | -484 | |
| Disposal, shares in associates and other holdings | 549 | 855 | |
| Acquisition, property, plant and equipment | -1 | -2 | |
| Investment, financial assets | -50 | -84 | -40 |
| Disposal, financial assets | 43 | 80 | 80 |
| Cash flow from investing activities | 400 | -716 | -615 |
| Financing activities | |||
| Purchase of treasury shares | -74 | -34 | -34 |
| Transfer of treasury shares (exercise call options) | 88 | 80 | 80 |
| Option premiums | 10 | 8 | 11 |
| Redemption incentive programme | -45 | ||
| Dividends paid | -1,678 | -1,512 | -1,512 |
| Utilised credit facility | 174 | ||
| Loans raised in group companies | 290 | 23 | 4 |
| Cash flow from financing activities | -1,236 | -1,435 | -1,451 |
| Cash flow for the period | -419 | -2,330 | -2,356 |
| Cash and cash equivalents at the beginning of the year | 420 | 2,776 | 2,776 |
| Cash and cash equivalents at the end of the period | 1 | 446 | 420 |
Operating segments
| Sales | EBT 1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SEKm | 2011 Q 2 |
2010 Q 2 |
2011 Q 1-2 |
2010 Q 1-2 |
2010 | 2011 Q 2 |
2010 Q 2 |
2011 Q 1-2 |
2010 Q 1-2 |
2010 |
| Holdings | ||||||||||
| AH Industries | 222 | 125 | 443 | 219 | 611 | -9 | 3 | 5 | -4 | -24 |
| Anticimex | 488 | 477 | 936 | 909 | 1,856 | 33 | 38 | 56 | 58 | 127 |
| Arcus-Gruppen | 503 | 459 | 884 | 864 | 1,944 | 19 | 24 | 7 | 3 | 135 |
| Biolin Scientific 2) | 34 | 59 | -2 | -1 | ||||||
| Bisnode | 1,053 | 1,111 | 2,105 | 2,273 | 4,451 | 8 | 21 | 33 | 119 | 274 |
| Camfil 3) | 34 | 57 | 99 | |||||||
| Contex Group | 165 | 188 | 336 | 366 | 750 | 12 | 15 | 31 | 30 | 43 |
| DIAB | 348 | 363 | 639 | 718 | 1,396 | 29 | 47 | 39 | 91 | 149 |
| EuroMaint | 861 | 892 | 1,810 | 1,738 | 3,532 | -54 | -30 | -54 | -70 | -165 |
| Finnkino 4) | 131 | 131 | -2 | -2 | ||||||
| GS-Hydro | 262 | 350 | 501 | 669 | 1,244 | -2 | 22 | -17 | 32 | -27 |
| Hafa Bathroom Group | 75 | 109 | 176 | 229 | 424 | -6 | 11 | -3 | 32 | 37 |
| Haglöfs 5) | 96 | 259 | 289 | -9 | 9 | 5 | ||||
| HL Display 6) | 409 | 824 | 662 | 16 | 10 | 28 | 17 | 13 | ||
| Inwido | 1,350 | 1,384 | 2,350 | 2,482 | 5,149 | 129 | 133 | 143 | 138 | 328 |
| Jøtul | 170 | 179 | 378 | 385 | 1,044 | -39 | -38 | -48 | -52 | 25 |
| KVD Kvarndammen 2) | 68 | 134 | 8 | 17 | ||||||
| Lindab | 11 | 10 | 4 | 7 | 38 | |||||
| Medisize | 268 | 297 | 551 | 590 | 1,079 | 20 | 26 | 53 | 54 | 95 |
| Mobile Climate Control | 279 | 228 | 482 | 454 | 902 | 4 | 15 | 13 | 37 | 71 |
| SB Seating | 290 | 299 | 624 | 626 | 1,203 | 3 | 19 | 33 | 51 | 87 |
| Stofa 7) | 345 | 685 | 600 | 24 | 64 | 44 | ||||
| Superfos 8) | 22 | 37 | 65 | |||||||
| Total | 7,321 | 6,557 | 14,048 | 12,781 | 27,136 | 202 | 373 | 401 | 646 | 1,419 |
| Exit Camfil | 586 | |||||||||
| Exit Superfos | 1 | -99 | ||||||||
| Exit Haglöfs | 783 | |||||||||
| Exit Lindab | 537 | |||||||||
| Exit result | 1 | 487 | 1,320 | |||||||
| Remeasurement HL Display | 140 | |||||||||
| Holdings total | 7,321 | 6,557 | 14,048 | 12,781 | 27,136 | 203 | 373 | 888 | 646 | 2,879 |
| Central income and expenses | 316 | 300 | 464 | 446 | 817 | -13 | -23 | 1 | -49 | -11 |
| Group total | 7,637 | 6,857 | 14,512 | 13,227 | 27,953 | 190 | 350 | 889 | 597 | 2,868 |
1) Subsidiaries' profits included with 100% and associates' profits with respective holding percentage.
2) Biolin Scientific and KVD Kvarndammen were acquired at the end of December 2010 and are not included in consolidated profit for 2010.
3) Camfil was sold at the beginning of January and is not included in consolidated profit for 2011. Until the sale, Camfil was recognised among Assets held for sale.
4) Finnkino is included in the Group from May 2011.
5) Haglöfs is included in consolidated profit through July 2010. The entire holding was sold in August 2010.
6) HL Display included with 29% through May 2010, in June and July with 61% and subsequently with 99%.
7) Stofa is included in the Group from August 2010.
8) Superfos was recognised among Assets held for sale until it was sold in February and is thus not included in consolidated profit for 2011.
Accounting principles in accordance with IFRS
The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The interim report is prepared in accordance with IAS 34, Interim Financial Reporting. Pertinent regulations in the Swedish Annual Accounts Act are also applied.
The parent company's interim report is prepared in accordance with the Annual Accounts Act which is in accordance with the regulations in RFR 2 Accounting for Legal Entities.
The accounting principles and basis of calculation are the same as those applied for the Group and the parent company in preparation of the most recent annual report. IFRS requires uniform accounting principles within a group.
New accounting principles for 2011
The revised IFRS standards and interpretations from IFRIC which come into force in 2011 are not assessed as having any material effect on the performance, financial position or disclosures of the Group or parent company.
Significant accounting and valuation principles
A brief summary of Ratos's key accounting principles is provided below.
Business combinations
IFRS 3 Business Combinations and IAS 27 Consolidated and Separate Financial Statements are applied to acquisitions of subsidiaries. How an acquisition/ disposal is recognised in the accounts depends on the size of the share acquired/sold.
■ In the event ownership in the company exists, without this providing a controlling interest, when a controlling interest is obtained in the acquired company a remeasurement is performed at fair value whereby profit/loss is recognised in profit or loss for the year. In a corresponding manner a disposal, which results in a loss of control, is recognised as a capital gain or loss from the disposal while the remaining share in the company is remeasured at fair value.
■ Acquisitions that take place after control has been obtained or in the event of a disposal when control remains, are regarded as owner transactions, whereby any changes are recognised in equity.
■ Contingent considerations will be measured at fair value on the transaction date and in cases where the contingent consideration results in a liability it will
be measured at fair value on each accounting date. Remeasurement is recognised as income/expense in profit or loss for the year.
- Transaction costs that arise in conjunction with an acquisition are expensed immediately.
- For business combinations there are two alternative methods for recognising goodwill, either full or proportionate share of goodwill. The choice between these two methods will be made individually for every acquisition.
Purchase price allocations
Purchase price allocations (PPAs) are preliminary until adopted, which must take place within 12 months from the acquisition. In cases where a PPA is changed, income statements and balance sheets are adjusted for the comparative period when appropriate.
Goodwill and intangible assets
IFRS represents a requirement to identify and measure intangible assets at acquisition. To the extent intangible assets can be identified goodwill decreases correspondingly. Goodwill is not amortised but is subject to an annual test for impairment. Other intangible assets are amortised to the extent that an amortisation period can be determined. In such cases, testing for impairment is only carried out when there is an indication of a decline in value. If the amortisation period cannot be determined and amortisation is therefore not effected, an annual impairment test must be performed regardless of whether or not there is any indication of impairment.
When testing for impairment, goodwill and other intangible assets with an indeterminable useful life are attributable to cash-generating units, which in Ratos's case constitute separate subsidiaries (holdings). All holdings' carrying amounts, including the value of goodwill and intangible non-current assets attributable to the acquisition are tested by calculating the recoverable amount for the holdings. Holdings are tested for impairment annually regardless of whether or not there is any indication of impairment. Testing is conducted between annual periods if there is any indication of impairment.
Business combinations
Acquisitions
In March, Ratos signed an agreement with the Sanoma media group to acquire the Finnish movie theatre group Finnkino. The acquisition was completed on 30 April. The consideration transferred amounted to EUR 71m (SEK 635m). Ratos provided equity of EUR 45m (SEK 402m). In the preliminary PPA goodwill amounts to SEK 474m. Finnkino conducts movie theatre operations in both Finland and the Baltic countries. The goodwill recognised for the acquisition reflects the company's strong market position, a welldeveloped concept with movie theatres with many screens, digital and 3D technology as well as service through the sale of snacks, sweets and soft drinks, which have contributed to the company's rising profitability level. The acquired company is included in consolidated sales for the period with SEK 131m and in profit before tax with SEK -2m. For the period January to June sales amounted to SEK 385m and profit before tax was SEK 16m. The acquisition company's interest expenses are stated pro forma to correspond to a full year. Acquisition-related costs amounted to SEK 14m for the period and are recognised as other operating expenses in consolidated profit or loss.
Purchase price allocation (PPA)
| SEKm | Finnkino |
|---|---|
| Intangible assets | 111 |
| Property, plant and equipment | 577 |
| Financial assets | 1 |
| Current assets | 60 |
| Cash and cash equivalents | 53 |
| Non-controlling interests | -7 |
| Non-current liabilities and provisions | -474 |
| Current liabilities | -160 |
| Net identifiable assets and liabilities | 161 |
| Consolidated goodwill | 474 |
| Consideration transferred | 635 |
Since the PPA is preliminary, fair value has not been finally identified for all items.
Acquisitions in group companies
Bisnode acquired four Creditinfo Schufa companies in the Czech Republic, Slovakia and Poland which operate within credit and business information solutions. In Norway, Bisnode acquired the credit information company Lindorff Decision and 90.1% of the market information company Lindorff Match. The company also acquired 51% of Vendemore Nordic AB and Poslovna Domena in Croatia. The total consideration transferred for these acquisitions amounted to SEK 258m. The acquired companies are included in consolidated sales for the period with SEK 27m and in profit before tax with SEK -1m. For the period January to June sales amounted to SEK 54m and profit before tax was SEK 4m. Acquisition-related costs amounted to SEK 4m for the period and are recognised as other operating expenses in consolidated profit or loss.
Mobile Climate Control (MCC) acquired Carrier's bus AC operations in North America from the American group Carrier Corporation. Consideration transferred amounted to SEK 227m, whereby Ratos provided capital of SEK 114m. In addition to this a number of minor acquisitions were made. The acquired companies are included in consolidated sales for the period with SEK 35m and in profit before tax with SEK 3m. For the period January to June sales amounted to SEK 89m and profit before tax was SEK 5m.
PPAs for each company are provided below.
Purchase price allocations (PPAs)
| SEKm | Bisnode | MCC |
|---|---|---|
| Intangible assets | 10 | 147 |
| Property, plant and equipment | 1 | 10 |
| Current assets | 16 | 115 |
| Cash and cash equivalents | 11 | |
| Non-current liabilities and provisions | 35 | |
| Current liabilities | -27 | -31 |
| Net identifiable assets and liabilities | 46 | 240 |
| Consolidated goodwill | 212 | |
| Consideration transferred | 258 | 240 |
Since all PPAs are preliminary, fair value has not been finally identified for all items.
The agreement signed by Stofa for acquisition of Canal Digital's cable TV operations in Denmark will not be implemented. Since the possibility of Ratos obtaining approval from the competition authority has been assessed as low, Ratos and the seller Telenor have decided to terminate this process.
Acquisition in group companies after the end of the period
In July, Biolin Scientific signed an agreement with NeuroSearch and a number of venture capital companies to acquire all the shares in the Danish company Sophion Bioscience. Enterprise Value amounts to approximately DKK 145m (SEK 175m) with continued consideration of DKK 10m which relates to sales milestones in 2011/12. Ratos will provide approximately SEK 65min conjunction with this acquisition. The acquisition was completed in August.
In July, Arcus-Gruppen signed an agreement to acquire 51% of the shares in the Norwegian wine wholesaler Excellars AS. Enterprise Value amounts to NOK 65m (approximately SEK 75m). The acquisition is subject to approval from the relevant competition authorities and is expected to be completed in September.
Disposals
In November 2010, Ratos concluded an agreement with the principal owners on a sale of the associated company Camfil to the Larson and Markman families. Consideration transferred amounted to SEK 1,325m and Ratos's capital gain (exit gain) amounted to SEK 586m. The sale was completed in January 2011.
Ratos and co-owner IK Investment Partners concluded an agreement in December 2010 on the sale of all the shares in Superfos Industries A/S. The sale was completed in February and Ratos's share of the consideration transferred amounted to EUR 63m (SEK 549m) and the capital loss for Ratos (exit result) was SEK -99m.
Earnings per share
At the Annual General Meeting held on 5 April a decision was made to increase the number of shares in Ratos by each share being divided into two shares (2:1 share split). The share split was effected on 6 May 2011. After the split the number of shares amounted to 324,140,896 instead of 162,070,448, comprising
Disposal after the end of the reporting period
On 8 July, Ratos signed an agreement to sell the subsidiary Medisize to Phillips Plastics. From that date and until the deal is finalised, Medisize will be classified as Assets held for sale. The consideration transferred amounts to approximately SEK 870m and the exit gain for Ratos is expected to be approximately SEK 40m, based on the book value in Medisize at 31 March 2011.
84,647,060 A shares and 239,493,836 B shares. The share split means that the quota value per share (share capital divided by the number of shares) has changed from SEK 6.30 to SEK 3.15. Earnings per share have been recalculated taking the above change into account.
Ratos AB (publ) Drottninggatan 2 Box 1661 SE-111 96 Stockholm Tel +46 8 700 17 00 www.ratos.se Reg. no. 556008-3585