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Ratos — Interim / Quarterly Report 2012
May 8, 2012
2957_10-q_2012-05-08_d276fae2-82a5-4599-8586-8d281b7bf304.pdf
Interim / Quarterly Report
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Interim report January – March 2012
- Profit before tax SEK 6m (699)
- Profit before tax, adjusted for items affecting comparability and exit gains, SEK 161m (198)
- Earnings per share before dilution SEK 0 (1.92)
- Stable development in the holdings during the first quarter
- Agreement to sell Anticimex exit gain approximately SEK 940m
- A total of SEK 990m in dividends and refinancing from the holdings received during the quarter
- Susanna Campbell new CEO from 18 April
- Total return on Ratos shares 14%
Ratos in summary
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Profit/share of profits | -10 | 199 | 546 |
| Total profit/share of profits | -10 | 199 | 546 |
| Exit gains | 486 | 525 | |
| Impairment | -312 | ||
| Profit/loss from holdings | -10 | 685 | 759 |
| Central income and expenses | 16 | 14 | 101 |
| Profit before tax | 6 | 699 | 860 |
Important events
- In January, the Board decided to appoint Susanna Campbell as the new CEO after the Annual General Meeting on 18 April 2012. Former CEO Arne Karlsson was appointed Chairman of the Board at the Annual General Meeting
- In February, Bisnode completed the sale of the company "Wer liefert Was?" (WLW). The selling price amounted to EUR 79m (approximately SEK 700m) and generated a capital gain in Bisnode of SEK 151m. Average annual return (IRR) on Bisnode's investment in WLW amounted to approximately 29%. In conjunction with completion of the deal, Bisnode issued a dividend of SEK 215m to the company's owners,
of which Ratos's share amounted to SEK 150m. SEK 75m was paid in February and SEK 75m was paid in April
- Contex Group sold its subsidiaries Z Corporation and Vidar Systems to the American company 3D Systems Corporation (NYSE:DDD). The selling price (enterprise value) amounted to USD 137m (approximately SEK 920m). In conjunction with completion of this deal in January, SEK 355m was distributed to Ratos
- Stofa distributed SEK 510m to the company's owners, of which Ratos received SEK 505m, as a consequence of the refinancing effected in December
Ratos interim report January-March 2012 1
Q1
■ The remainder of the refinancing in SB Seating announced in December was paid in March, approximately SEK 60m, of which Ratos's share amounted to SEK 50m
Events after the end of the period
■ In April, Ratos and co-owners signed an agreement to sell all the shares in Anticimex to EQT for approximately SEK 2,900m (enterprise value), which provides approximately SEK 1,530m for Ratos's shareholding, as well as an earn-out payment to be
made if earnings and cash flow milestones for 2012 are surpassed. The sale is expected to generate a net exit gain for Ratos of approximately SEK 940m and an average annual return (IRR) of approximately 24%, before a potential earn-out. The sale is subject to approval from the relevant authorities and is expected to be completed at the end of the second quarter
More information about important events in the holdings is provided on pages 8-14.
CEO comments
Taken overall, development for Ratos's holdings was stable during the first quarter. Most holdings performed better than in the previous year operationally and it is also gratifying that some holdings with earlier challenges are showing positive tendencies, while a few companies experienced a tougher start to the year. The first quarter normally accounts for a proportionally smaller share of Ratos's earnings. This, combined with a macroeconomic climate characterised by extreme uncertainty and major differences between different sectors and regions, makes it difficult to see clear trends and reach conclusions for the rest of the year. Our overall view, however, continues to be that conditions exist for an improvement in the holdings' earnings in 2012, although the uncertainty of this assessment, given the state of the world, is high. In our holdings we manage this uncertainty by continuing to be well prepared.
Susanna Campbell
Further CEO comments at www.ratos.se
Performance in the first quarter
During the first quarter most of Ratos's holdings continued to perform well and 12 out of 19 companies report improved operating profits, adjusted for items affecting comparability. It is also gratifying that some holdings with earlier challenges are now showing positive tendencies. Examples of such companies are AH Industries where sales development has turned upwards as has operating profit, GS-Hydro which is late-cyclical and where the favourable development in the offshore market is now starting to have an impact, and Hafa
Bathroom Group where cost-cutting measures are now starting to be reflected in earnings. For DIAB, however, conditions in the wind power market in China continue to be a major challenge. Likewise, Jøtul's structural problems are so far unsolved which can be seen in the result for the quarter. In the first quarter, Inwido and Euromaint also report weaker development. For Inwido, this was mainly downturns in some segments in Sweden which also have side-effects in the form of low capacity utilisation. For Euromaint, it was the
German operations which had a weak start to the year. These factors will also affect both companies in future quarters.
On aggregate, development for the holdings was stable in the first quarter, despite some disappointments. Sales increased by 5% in the holdings (4% adjusted for Ratos's share), which is the second consecutive quarter with clear growth. Operating profit (EBITA) showed stable development and decreased by -2% (-8%). Items affecting comparability have an impact on individual companies, but the total effect is minimal: adjusted for items affecting comparability EBITA was unchanged, +/- 0% (-4%). Profit before tax (EBT) is as always difficult to interpret for Ratos but it
Performance Ratos's holdings
| 2012 Q 1 | |||
|---|---|---|---|
| 100% | Ratos's share |
||
| Sales | 5% | 4% | |
| EBITA | -2% | -8% | |
| EBITA excluding items affecting comparability |
0% | -4% | |
| EBT | -87% | -69% | |
| EBT excluding items affecting comparability |
2% | -9% |
To facilitate analysis, an extensive table is provided on page 14 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.
■ The variations in market conditions today are greater than usual and the difference between segments within the same geographic region can be enormous. The same applies within the same segment in different geographies. This means that development for some holdings is uneven – good growth figures in some geographies or segments can be significant downturns in a nearby region or segment.
■ The segment or geography in which it operates is more decisive for a company's development than the company's own measures. At present, it is unusually difficult to influence your own destiny.
The transaction and financing markets are also affected by the market situation. The transaction market has had a slightly hesitant start to the year, although deals continue to be made. In particular, our sale of Anticimex provides proof of this and both the quality and volume of our deal flow remain satisfactory. Financing continues to be available for the right company and situation, which is of course a prerequisite for most transactions.
Our overall view continues to be that conditions exist for an improvement in the holdings' earnings in 2012. This assessment is based, however, on macroeconomic conditions not worsening and on the challenges facing some holdings being managed during the year.
should be noted that the first quarter contained items affecting comparability which had an impact on EBT by SEK -155m.
The first quarter is normally relatively small in terms of earnings for Ratos's holdings since most profits, proportionally, are generated after the first quarter. This means that far-reaching conclusions should not be drawn from this development. In 2011, earnings for the first quarter were negatively affected by the winter while conditions in 2012 were more normal.
The significant macroeconomic uncertainty which continues to characterise the world makes it particularly difficult to discern clear trends or reach overall conclusions from development in the first quarter. The analysis becomes even more complicated with Ratos's diversified portfolio which is exposed to many different geographies and sectors. The current uncertainty has so far not appreciably affected the holdings on aggregate, while market conditions on the whole have been manageable. Our fundamental scenario remains, that conditions exist for global growth, but below the long-term trend (sub-par growth). The following is also worth noting:
■ As a result of the macroeconomic uncertainty most holdings are well prepared for less favourable conditions with plans ready to implement if the market weakens, which means that we can act fast if the situation so requires.
Ratos's results
Profit before tax for the first quarter of 2012 amounted to SEK 6m (699). The lower result is mainly due to no exits being completed during the quarter and weaker earnings from the holdings due to a large proportion of costs affecting comparability. The result includes profit/ share of profits from the holdings of SEK -10m (199) and exit gains of SEK 0m (486).
Central income and expenses
Ratos's central income and expenses amounted to SEK 16m (14), of which personnel costs in Ratos AB amounted to SEK 33m (36). The variable portion of personnel costs amounted to SEK 9m (15). Other management costs were SEK 21m (20). Net financial items amounted to SEK 70m (70).
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 | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Profit/share of profits before tax 1) | |||
| AH Industries (69%) | 1 | 14 | -6 |
| Anticimex (85%) | 13 | 23 | 84 |
| Arcus-Gruppen (83%) | -82 | -12 | 82 |
| Biolin Scientific (100%) | -2 | 1 | -10 |
| Bisnode (70%) | 26 | 25 | 106 |
| Contex Group (100%) | 0 | 19 | -14 |
| DIAB (95%) | -19 | 10 | -51 |
| Euromaint (100%) | -18 | 0 | -144 |
| Finnkino (98%) 2) | 23 | 1 | |
| GS-Hydro (100%) | 12 | -15 | -13 |
| Hafa Bathroom Group (100%) | 9 | 3 | -18 |
| HL Display (99%) | 19 | 12 | 24 |
| Inwido (96%) | -30 | 14 | 315 |
| Jøtul (61%) | -36 | -9 | -113 |
| KVD Kvarndammen (100%) | 10 | 9 | 42 |
| Lindab (11%) | -5 | -7 | 21 |
| Medisize (98%) 3) | 33 | 42 | |
| Mobile Climate Control (100%) | 13 | 9 | 7 |
| SB Seating (85%) | 24 | 30 | 95 |
| Stofa (99%) | 32 | 40 | 96 |
| Total profit/share of profits | -10 | 199 | 546 |
| Exit Camfil | 586 | 586 | |
| Exit Superfos | -100 | -99 | |
| Exit Medisize | 38 | ||
| Total exit result | 0 | 486 | 525 |
| Impairment Contex Group | -312 | ||
| Profit/loss from holdings | -10 | 685 | 759 |
| Central income and expenses | |||
| Management costs | -54 | -56 | -191 |
| Financial items | 70 | 70 | 292 |
| Consolidated profit before tax | 6 | 699 | 860 |
1) Subsidiaries' profits included with 100% and associates' profit with respective holding percentage.
2) Finnkino is included in the Group from May 2011. 3) Medisize is included in consolidated profit through July 2011. The entire holding was sold in August 2011.
Financial position
Cash flow from operating activities and investing activities was SEK 686m (1,447) and consolidated cash and cash equivalents at the end of the period amounted to SEK 3,338m (3,640), of which short-term interestbearing investments accounted for SEK 266m (511). Interest-bearing liabilities including pension provisions amounted to SEK 13,789m (13,462).
Parent company
The parent company's loss before tax amounted to SEK 2m (+626). The parent company's cash and cash equivalents, including short-term interest-bearing investments, amounted to SEK 1,734m (1,576). Taking into account financial transactions agreed but not yet carried out, at 8 May Ratos has a net liquidity of approximately SEK 1.5 billion. In addition, there is an existing credit facility of SEK 3.2 billion and authorisation from the 2012 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 Performance in the first quarter section on page 2.
Related-party transactions
The parent company received dividends and repayments of shareholder contributions from subsidiaries and associates of SEK 990m (537).
Ratos shares
Earnings per share before dilution amounted to SEK 0 (1.92). The total return on Ratos shares in the first quarter of 2012 amounted to 14%, compared with the performance for the SIX Return Index which was 11%.
Treasury shares and number of shares
No shares were repurchased and no call options were exercised in the first quarter. At the end of March, Ratos owned 5,139,537 B shares (corresponding to 1.6% of the total number of shares), repurchased at an average price of SEK 69.
At 31 March 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 319,001,359. The average number of B treasury shares in Ratos during the first quarter of 2012 was 5,142,240 (5,104,197 in 2011).
Ratos's equity 1)
At 31 March 2012 Ratos's equity (attributable to owners of the parent) amounted to SEK 13,620m (SEK 13,658m at 31 December 2011), corresponding to SEK 43 per outstanding share (SEK 43 at 31 December 2011).
| SEKm | 31 March 2012 | % of equity |
|---|---|---|
| AH Industries | 603 | 4 |
| Anticimex | 593 | 4 |
| Arcus-Gruppen | 450 | 3 |
| Biolin Scientific | 340 | 3 |
| Bisnode | 1,318 | 10 |
| Contex Group | 297 | 2 |
| DIAB | 1,003 | 7 |
| Euromaint | 688 | 5 |
| Finnkino | 411 | 3 |
| GS-Hydro | -32 | 0 |
| Hafa Bathroom Group | 157 | 1 |
| HL Display | 1,021 | 8 |
| Inwido | 1,954 | 15 |
| Jøtul | 279 | 2 |
| KVD Kvarndammen | 399 | 3 |
| Lindab | 298 | 2 |
| Mobile Climate Control | 794 | 6 |
| SB Seating | 999 | 7 |
| Stofa | 218 | 2 |
| Total | 11,790 | 87 |
| Other net assets in central companies | 1,830 | 13 |
| Equity (attributable to owners of the parent) | 13,620 | 100 |
| Equity per share, SEK | 43 |
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 day-to-day running costs in periods of few or no exits. The parent company should normally be unleveraged. The credit facility was unutilised at the end of the period.
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 2012, no A shares were converted to B shares.
Other
Annual General Meeting decisions
Election of Board of Directors and auditors The Meeting resolved in accordance with the Nomination Committee's proposal to re-elect Board members Lars Berg, Staffan Bohman, Arne Karlsson, Annette Sadolin, Jan Söderberg, Per-Olof Söderberg and Margareth Øvrum. Arne Karlsson was elected as Chairman of the Board. Olof Stenhammar had declined re-election. A more detailed presentation of the members of the Board can be found at www.ratos.se.
The Meeting also elected PricewaterhouseCoopers AB as auditors until the next Annual General Meeting has been held.
Dividend
The Meeting resolved on an ordinary dividend of SEK 5.50 per share (5.25). The record date for dividends was set at 23 April and payments from Euroclear Sweden were made on 26 April 2012.
Purchase of treasury shares
The Annual General Meeting gave the Board a mandate to decide, during the period before the next Annual General Meeting, on repurchase of a maximum number of shares so that the company's holding of treasury shares does not exceed 4% of all the shares in the company.
At a subsequent statutory meeting, the Board decided to give the CEO, in consultation with the Chairman, a mandate to carry out repurchases in accordance with the mandate given to the Board by the Annual General Meeting.
Incentive programmes
The Meeting resolved to issue a maximum of 1,150,000 call options on repurchased Ratos shares to be transferred at a market price to key people within Ratos. The Meeting further resolved to transfer a maximum of 1,150,000 shares in the company in conjunction with exercise of the above-mentioned options.
The Meeting also resolved, as in the previous year, on a cash-settled option programme related to Ratos's investments in the portfolio companies. The programme will be carried out through issuance of synthetic options which key people within Ratos will be entitled to acquire.
The Meeting also resolved to transfer a maximum of 16,000 Ratos B shares to administrative employees at Ratos.
Authorisation for new issues to be used at acquisitions
The Meeting resolved to authorise the Board, during the period until the next Annual General Meeting, in conjunction with agreements on company acquisitions, on one or several occasions, with or without deviation from the pre-emptive rights of shareholders, for a cash payment, through set-off or non-cash, to make a decision on a new issue of Ratos shares. This authorisation shall comprise a maximum of 35 million 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 287m (221) and EBITA SEK 9m (22)
- Positive sales and development of operating profit during the quarter. EBITA reported in the previous year was positively affected by compensation awarded in an arbitration with a former supplier
- Good order bookings within both Wind Solutions and Industrial Solutions, although in the short term the market situation for the wind power industry remains uncertain
- The relationship as strategic partner to major customers was strengthened and several joint strategic projects centred on new future products are underway
Ratos's holding in AH Industries amounted to 69% and the consolidated book value in Ratos was SEK 603m at 31 March 2012.
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. The company has production facilities in Denmark, China and Germany.
Anticimex
- Sales SEK 486m (448) and EBITA SEK 43m (42)
- Good sales development with organic growth of 9%, mainly driven by strong sales in Sweden and Norway
- Operating EBITA amounted to SEK 46m (42), corresponding to an operating margin of 9.5% (9.3)
- After the end of the period, Ratos signed an agreement to sell Anticimex to EQT. The estimated exit gain is approximately SEK 940m and the average annual return (IRR) is approximately 24%. The deal is expected to be completed at the end of the second quarter and is subject to approval from the relevant authorities
Ratos's holding in Anticimex amounted to 85% and the consolidated book value in Ratos was SEK 593m at 31 March 2012.
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 has operations in Sweden, Finland, Denmark, Norway, Germany and the Netherlands.
Arcus-Gruppen
- Sales SEK 486m (381) and EBITA SEK -56m (-4)
- Good sales growth for both spirits and wine, although affected by the key Easter sales occurring in March this year
- Strong operating profit development. EBITA negatively affected by SEK 61m mainly related to the move to a new factory. As announced earlier, an additional total of SEK 120-140m in increased costs related to the move will be charged against earnings for 2012
- Production and distribution from the new factory will start at the beginning of the second quarter
Ratos's holding in Arcus-Gruppen amounted to 83% and the consolidated book value in Ratos was SEK 450m at 31 March 2012.
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 49m (46) and EBITA SEK -1m (3)
- Adjusted for currency effects sales rose 7%
- Good growth within Analytical Instruments and Diagnostic Instruments (Osstell). Slightly weaker development was noted for Discovery Instruments (Sophion)
- Operating EBITA amounted to SEK -1m (-4)
Ratos's holding in Biolin Scientific amounted to 100% and the consolidated book value in Ratos was SEK 340m at 31 March 2012.
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, cell analysis and biophysics. Customers are found worldwide and mainly comprise researchers in universities, research institutes and the industrial sector.
Bisnode
- Sales SEK 1,033m (1,052) and EBITA SEK 242m (116)
- Stable organic sales development adjusted for currency effects. Credit Solutions shows good growth and earnings development. Very weak development for the companies within the BeNeFra region and as expected lower sales of SPAR-related products
- The sale of WLW was completed in February and the capital gain amounted to SEK 151m. Goodwill impairment amounted to SEK 151m mainly related to the remaining companies in the Product Information business area
- EBITA pro forma for WLW and adjusted for items affecting comparability amounted to SEK 87m (95), corresponding to an operating margin of 9% (11)
- Lars Pettersson took over as CEO on 1 February 2012
- A dividend of SEK 215m was paid out, of which Ratos's share amounted to SEK 150m (SEK 75m was paid in March and SEK 75m in April)
Ratos's holding in Bisnode amounted to 70% and the consolidated book value in Ratos was SEK 1,318m at 31 March 2012.
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 85m (81) and EBITA SEK 3m (10) (pro forma for new group structure)
- The sale of the subsidiaries Z Corporation and Vidar Systems was completed in January. In conjunction with the sale and refinancing of remaining operations, Ratos received a dividend of SEK 355m
- Good sales and earnings development taking into account a strong comparative quarter. The product mix, however, had a negative impact on margins during the quarter
- Employee cutbacks were implemented which led to non-recurring costs charged against earnings of approximately SEK 5m
Ratos's holding in Contex Group amounted to 100% and the consolidated book value in Ratos was SEK 297m at 31 March 2012.
The Danish company Contex Group is the world-leading manufacturer of advanced wide-format scanners. Contex sells under its own brand, and as an OEM supplier to companies including HP and Océ.
DIAB
- Sales SEK 263m (291) and EBITA SEK -3m (20)
- Very weak demand from the wind segment in China, but a positive volume development in North America and Europe
- Weak profitability due to low sales volumes, low capacity utilisation and increased price pressure
- Lennart Hagelqvist new CEO since 3 May
Ratos's holding in DIAB amounted to 95% and the consolidated book value in Ratos was SEK 1,003m at 31 March 2012.
DIAB is a world-leading company that manufactures and develops core materials for composite structures including blades for wind turbines, hulls and decks for leisure boats, and components for aircraft, trains, industrial applications and buildings. The material has a unique combination of characteristics such as low weight, high strength, insulation properties and chemical resistance.
Euromaint
- Sales SEK 691m (781) and EBITA SEK 10m (30)
- Lower sales due to the commuter train contract not being included after 19 June 2011
- The negative earnings development is mainly explained by a weak start to the year for the German operations
- A number of action programmes are underway designed to reduce costs and improve efficiency
- New contract signed for maintenance of the Öresund trains
Ratos's holding in Euromaint amounted to 100% and the consolidated book value in Ratos was SEK 688m at 31 March 2012.
Euromaint is one of Europe's leading independent maintenance companies for the rail transport industry. The company's services and products guarantee the reliability and service life of track-mounted vehicles such as freight carriages, passenger trains, locomotives and work machines. Euromaint has operations in Sweden, Belgium, Latvia, the Netherlands and Germany.
Finnkino
- Sales SEK 225m (194) and EBITA SEK 36m (24)
- The number of admissions in Finland rose by 13% during the quarter, driven by several highly successful domestic films. Continued improvement in profitability in the Baltic countries
- Peripheral sales per admission rose 6%
Ratos's holding in Finnkino amounted to 98% and the consolidated book value in Ratos was SEK 411m at 31 March 2012.
Finnkino is the largest movie theatre chain in Finland and the Baltic countries with 25 movie theatres and 160 screens with a total of approximately 30,000 seats. The company also conducts film distribution and some distribution of DVDs. The movie theatre operations are conducted under the name Finnkino in Finland and Forum Cinemas in the Baltic countries.
GS-Hydro
- Sales SEK 320m (239) and EBITA SEK 25m (-1)
- The positive order bookings from the second half of 2011 continue, mainly driven by a high level of activity in the offshore segment
- Significant earnings improvement due to increased sales
Ratos's holding in GS-Hydro amounted to 100% and the consolidated book value in Ratos was SEK -32m at 31 March 2012 (negative value due to refinancing in 2008).
GS-Hydro is a leading supplier of non-welded piping systems. 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 81m (98) and EBITA SEK 10m (6)
- A continued weak underlying consumer market is having a negative impact on sales
- Good earnings development due to completed costcutting measures
Ratos's holding in Hafa Bathroom Group amounted to 100% and the consolidated book value in Ratos was SEK 157m at 31 March 2012.
Hafa Bathroom Group with the Hafa and Westerbergs brands is one of the Nordic region's leading bathroom interiors companies.
HL Display
- Sales SEK 403m (415) and EBITA SEK 28m (21)
- Positive sales development in Asia and the UK, while Southern Europe, Northern Europe and Eastern Europe were somewhat weaker
- Improved EBITA due to stronger gross margin and good control of costs
- Relocation of the factory in Falun, Sweden, to Poland will be completed during the year. Restructuring costs are expected to amount to approximately SEK 20-30m for the full year
Ratos's holding in HL Display amounted to 99% and the consolidated book value in Ratos was SEK 1,021m at 31 March 2012.
HL Display is a global, market-leading supplier of products and systems for merchandising and in-store communication with operations in 47 countries. Manufacture takes place in China, Poland, the UK and Sweden.
Inwido
- Sales SEK 1,005m (1,000) and EBITA SEK -20m (32)
- Lower earnings due to weak market development in Sweden and Finland as well as the closure of a factory in Sweden. Positive development in other markets
- Streamlining of production structure is underway and factories in Denmark, Sweden and Russia have been closed over the past year
- EBITA was negatively affected by costs affecting comparability related to a closed factory of SEK 23m (0)
Ratos's holding in Inwido amounted to 96% and the consolidated book value in Ratos was SEK 1,954m at 31 March 2012.
Inwido develops, manufactures and sells a full range of windows and exterior 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 208m (208) and EBITA SEK -25m (5)
- Sales stabilised compared with the previous year
- Following weak sales in the fourth quarter and in conjunction with extensive changes to the company's production management in the Norwegian manufacturing unit, inventory levels were reduced substantially through a lower rate of production. This affected productivity and therefore had a temporary negative impact on earnings
- Inventory reductions were completed in the first quarter and the rate of production normalised
Ratos's holding in Jøtul amounted to 61% and the consolidated book value in Ratos was SEK 279m at 31 March 2012.
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 78m (66) and EBITA SEK 12m (12)
- Operating EBITA margin in line with the previous year
- Strong volume development in the Cars business area
- According to plan, Machines and Heavy Vehicles reduced volumes due to a strategic focus to broker items with higher selling prices and thereby increase revenue per item
- Brokerage of cars owned by private individuals (Member Cars) was initiated during the quarter
Ratos's holding in KVD Kvarndammen amounted to 100% and the consolidated book value in Ratos was SEK 399m at 31 March 2012.
KVD Kvarndammen is Sweden's largest independent online marketplace offering broker services for capital goods. The company, which was founded in 1991, runs kvd.se where cars, heavy vehicles and machines 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 1,479m (1,377) and EBITA SEK -8m (-24)
- Sales increased by 6% adjusted for currency effects, acquisitions and sales
- Operating EBITA amounted to SEK 30m (-7)
- Previously announced cost-cutting programme expected to be completed by the end of the second quarter
- Acquisition of Plannja's sandwich panel operations completed
- A majority shareholding in the Polish company Centrum Klima S.A. was acquired in April and a public offer has been made to acquire the remaining shares. The transaction will partly be financed through the sale of treasury sales
Ratos's holding in Lindab amounted to 11% and the consolidated book value in Ratos was SEK 298m at 31 March 2012.
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 50% of sales go to countries outside the Nordic region. Lindab is listed on Nasdaq OMX Stockholm, Mid Cap List.
Mobile Climate Control (MCC)
- Sales SEK 286m (203) and EBITA SEK 21m (16)
- Increased sales due to acquisition in April 2011. Good demand in the off road segment while the military vehicles and bus segments were negatively affected by budget cuts
- Improved earnings due to higher volume but weak earnings development in parts of the North American operations are having a negative impact on profitability
- Consolidation of European production to Poland and closure of the factory in Norrtälje, Sweden, now completed
Ratos's holding in Mobile Climate Control amounted to 100% and the consolidated book value in Ratos was SEK 794m at 31 March 2012.
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) and Olawa (Poland).
SB Seating
- Sales SEK 306m (334) and EBITA SEK 59m (67)
- The decline in earnings is explained by lower order bookings at the start of 2012. Order bookings in the first quarter increased, however, by 11%
- Retained high EBITA margin 19% (20)
- Refinancing completed where NOK 51m (approximately SEK 60m) was paid in March, of which Ratos's share amounted to SEK 50m
Ratos's holding in SB Seating amounted to 85% and the consolidated book value in Ratos was SEK 999m at 31 March 2012.
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, the Netherlands and France.
Stofa
- Sales SEK 393m (340) and EBITA SEK 40m (39)
- Sales in local currency increased by 15% driven by the acquisition from Canal Digital and the fact that TV2 is now a pay TV channel
- The number of broadband customers continues to grow based on marketing and pricing activities
- Launch completed of new market identity and new services
- SEK 510m refinancing completed whereby Ratos received a total of SEK 505m
Ratos's holding in Stofa amounted to 99% and the consolidated book value in Ratos was SEK 218m at 31 March 2012.
Stofa is a Danish triple-play operator (broadband, cable TV and telephony) which provides some 350,000 Danish households with cable TV and some 180,000 with broadband. 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 31 March 2012
| Net sales | EBITA | EBT A) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 | 2012 Q 1 | 2011 Q 1 | 2011 | 2012 Q 1 | 2011 Q 1 | 2011 |
| AH Industries | 287 | 221 | 925 | 9 | 22 | 24 | 1 | 14 | -6 |
| Anticimex 1) | 486 | 448 | 1,927 | 43 | 42 | 192 | 23 | 27 | 113 |
| Arcus-Gruppen 2) | 486 | 381 | 2,072 | -56 | -4 | 146 | -82 | -16 | 78 |
| Biolin Scientific 3) | 49 | 46 | 232 | -1 | 3 | 15 | -2 | -1 | 0 |
| Bisnode | 1,033 | 1,052 | 4,310 | 242 | 116 | 447 | 52 | 50 | 203 |
| Contex Group 4) | 85 | 81 | 300 | 3 | 10 | 19 | 0 | 9 | 7 |
| DIAB | 263 | 291 | 1,219 | -3 | 20 | -5 | -18 | 10 | -50 |
| Euromaint 5) | 691 | 781 | 2,860 | 10 | 30 | 102 | -4 | 17 | 52 |
| Finnkino 6) | 225 | 194 | 799 | 36 | 24 | 77 | 23 | 12 | 21 |
| GS-Hydro | 320 | 239 | 1,074 | 25 | -1 | 31 | 12 | -15 | -13 |
| Hafa Bathroom Group 7) | 81 | 98 | 324 | 10 | 6 | -5 | 9 | 5 | -2 |
| HL Display | 403 | 415 | 1,643 | 28 | 21 | 64 | 19 | 12 | 24 |
| Inwido | 1,005 | 1,000 | 5,050 | -20 | 32 | 407 | -30 | 14 | 315 |
| Jøtul | 208 | 208 | 996 | -25 | 5 | -33 | -30 | 2 | -66 |
| KVD Kvarndammen | 78 | 66 | 276 | 12 | 12 | 52 | 10 | 9 | 42 |
| Lindab | 1,479 | 1,377 | 6,878 | -8 | -24 | 348 | -47 | -62 | 186 |
| Mobile Climate Control | 286 | 203 | 1,048 | 21 | 16 | 45 | 13 | 9 | 7 |
| SB Seating | 306 | 334 | 1,264 | 59 | 67 | 253 | 44 | 54 | 196 |
| Stofa | 393 | 340 | 1,390 | 40 | 39 | 146 | 32 | 40 | 96 |
| Total | 8,163 | 7,777 | 34,588 | 425 | 433 | 2,326 | 25 | 191 | 1,205 |
| Change | 5% | -2% | -87% |
| SEKm | Depreciation B) 2012 Q 1 |
Investments C) 2012 Q 1 |
Cash flow D) |
Equity E) 2012 Q 1 31 March 2012 |
Interest-bearing net debt E) 31 March 2012 |
Average no. employees 2011 |
Consolidated value 31 March 2012 |
Ratos's holding 31 March 2012 |
|---|---|---|---|---|---|---|---|---|
| AH Industries | 14 | 18 | -85 | 865 | 451 | 457 | 603 | 69% |
| Anticimex 1) | 11 | 59 | -5 | 668 | 748 | 1,338 | 593 | 85% |
| Arcus-Gruppen 2) | 9 | 10 | -263 | 552 | 365 | 469 | 450 | 83% |
| Biolin Scientific 3) | 2 | 9 | -12 | 346 | 159 | 141 | 340 | 100% |
| Bisnode | 44 | 20 | 14 | 2,328 | 2,052 | 3,016 | 1,318 | 70% |
| Contex Group 4) | 7 | 4 | -12 | 616 | 88 | 302 | 297 | 100% |
| DIAB | 22 | 7 | -15 | 1,145 | 866 | 1,389 | 1,003 | 95% |
| Euromaint 5) | 13 | 6 | -14 | 576 | 612 | 2,442 | 688 | 100% |
| Finnkino 6) | 17 | 8 | 23 | 428 | 295 | 794 | 411 | 98% |
| GS-Hydro | 5 | 3 | 48 | 331 | 476 | 608 | -32 | 100% |
| Hafa Bathroom Group 7) | 1 | -5 | 46 | 63 | 176 | 157 | 100% | |
| HL Display | 9 | 8 | -7 | 1,136 | 475 | 1,158 | 1,021 | 99% |
| Inwido | 35 | 14 | -194 | 2,196 | 1,561 | 3,523 | 1,954 | 96% |
| Jøtul | 15 | 18 | -11 | 529 | 634 | 713 | 279 | 61% |
| KVD Kvarndammen | 1 | 0 | 8 | 399 | 136 | 177 | 399 | 100% |
| Lindab | 37 | 47 | -135 | 2,652 | 1,932 | 4,484 | 298 | 11% |
| Mobile Climate Control | 4 | 1 | -47 | 820 | 593 | 630 | 794 | 100% |
| SB Seating | 10 | 10 | 11 | 1,045 | 821 | 479 | 999 | 85% |
| Stofa | 29 | 33 | 40 | 220 | 932 | 400 | 218 | 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 business combinations.
- 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) Anticimex's earnings for 2011 are pro forma taking new financing into account.
-
2) Arcus-Gruppen's earnings for 2011 are pro forma taking new financing into account.
-
3) Biolin Scientific's earnings for 2011 are pro forma taking into account a new group structure, acquisition of Sophion Bioscience in August 2011, new financing and discontinuation of Farfield.
- 4) Contex Group's earnings for 2011 and 2012 are pro forma taking into account the sale of Z Corporation and Vidar Systems as well as new financing.
- 5) Euromaint's earnings for 2011 are pro forma taking into account discontinued operations (Refurbishment business area) and the sale of Euromaint Industry.
- 6) Finnkino's earnings for 2011 are pro forma taking Ratos's acquisition into account.
- 7) Hafa Bathroom Group's earnings for 2011 are pro forma taking discontinued operations in Denmark into account.
Telephone conference 8 May 10.00 CET
+46 8 505 201 10
Listen to CEO Susanna Campbell's comments on the interim report at www.ratos.se
Financial calendar
| 2012 | |
|---|---|
| 17 Aug | Interim report Jan-June |
| 9 Nov | Interim report Jan-Sept |
Stockholm, 8 May 2012 Ratos AB (publ)
Susanna Campbell CEO
For further information, please contact: Susanna Campbell, CEO, +46 8 700 17 00 Emma Rheborg, Head of Corporate Communications and IR, +46 8 700 17 20
This report has not been reviewed by Ratos's auditors.
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 | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Net sales | 6,822 | 6,875 | 29,669 |
| Other operating income | 40 | 77 | 215 |
| Change in inventories | 66 | 158 | -64 |
| Raw materials and consumables | -2,705 | -2,701 | -11,385 |
| Employee benefit costs | -2,289 | -2,350 | -9,529 |
| Depreciation and impairment of property, plant and equipment and intangible assets |
-424 | -267 | -1,470 |
| Other costs | -1,466 | -1,422 | -6,272 |
| Capital gain from the sale of group companies | 158 | 27 | |
| Capital gain from the sale of associates | 486 | 485 | |
| Share of profits of associates | -1 | -4 | 33 |
| Operating profit | 201 | 852 | 1,709 |
| Financial income | 46 | 66 | 155 |
| Financial expenses | -241 | -219 | -1,004 |
| Net financial items | -195 | -153 | -849 |
| Profit before tax | 6 | 699 | 860 |
| Tax | -9 | -72 | -314 |
| Profit/loss for the period | -3 | 627 | 546 |
| Profit for the period attributable to: | |||
| Owners of the parent | -1 | 611 | 521 |
| Non-controlling interests | -2 | 16 | 25 |
| Earnings per share, SEK | |||
| – before dilution | 0.00 | 1.92 | 1.63 |
| – after dilution | 0.00 | 1.91 | 1.63 |
Consolidated statement of comprehensive income
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Profit/loss for the period | -3 | 627 | 546 |
| Other comprehensive income: | |||
| Translation differences for the period | -48 | -172 | -38 |
| Change in hedging reserve for the period | 24 | 43 | -24 |
| Tax attributable to other comprehensive income | -6 | -11 | 7 |
| Other comprehensive income for the period | -30 | -140 | -55 |
| Total comprehensive income for the period | -33 | 487 | 491 |
| Total comprehensive income for the period attributable to: | |||
| Owners of the parent | -34 | 482 | 478 |
| Non-controlling interests | 1 | 5 | 13 |
Summary consolidated statement of financial position
| SEKm | 31 March 2012 | 31 March 2011 | 31 Dec 2011 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 19,103 | 20,126 | 20,483 |
| Other intangible assets | 1,469 | 1,597 | 1,541 |
| Property, plant and equipment | 4,153 | 3,958 | 4,286 |
| Financial assets | 842 | 791 | 785 |
| Deferred tax assets | 633 | 601 | 617 |
| Total non-current assets | 26,200 | 27,073 | 27,712 |
| Current assets | |||
| Inventories | 2,808 | 2,883 | 2,684 |
| Current receivables | 6,123 | 6,090 | 6,291 |
| Cash and cash equivalents | 3,338 | 3,640 | 3,042 |
| Assets held for sale | 193 | ||
| Total current assets | 12,269 | 12,613 | 12,210 |
| Total assets | 38,469 | 39,686 | 39,922 |
| EQUITY AND LIABILITIES | |||
| Equity including non-controlling interests | 14,581 | 16,682 | 14,655 |
| Non-current liabilities | |||
| Interest-bearing liabilities | 11,183 | 10,606 | 11,667 |
| Non-interest bearing liabilities | 763 | 357 | 845 |
| Pension provisions | 411 | 410 | 410 |
| Other provisions | 381 | 528 | 396 |
| Deferred tax liabilities | 660 | 757 | 690 |
| Total non-current liabilities | 13,398 | 12,658 | 14,008 |
| Current liabilities | |||
| Interest-bearing liabilities | 2,195 | 2,446 | 2,145 |
| Non-interest bearing liabilities | 7,502 | 7,255 | 8,307 |
| Provisions | 793 | 645 | 718 |
| Liabilities attributable to Assets held for sale | 89 | ||
| Total current liabilities | 10,490 | 10,346 | 11,259 |
| Total equity and liabilities | 38,469 | 39,686 | 39,922 |
Summary statement of changes in consolidated equity
| 31 March 2012 | 31 March 2011 | 31 Dec 2011 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 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 | 13,658 | 997 | 14,655 | 15,091 | 1,374 | 16,465 | 15,091 | 1,374 | 16,465 |
| Adjusted for changed accounting principle | |||||||||
| Effect of adopted purchase price allocation | 0 | -23 | -23 | ||||||
| Adjusted equity | 13,658 | 997 | 14,655 | 15,091 | 1,374 | 16,465 | 15,068 | 1,374 | 16,442 |
| Total comprehensive income for the period | -34 | 1 | -33 | 482 | 5 | 487 | 478 | 13 | 491 |
| Dividend | -40 | -40 | -98 | -98 | -1,678 | -130 | -1,808 | ||
| New issue | 1 | 1 | 10 | 10 | |||||
| Purchase of treasury shares | -74 | -74 | |||||||
| Transfer of treasury shares (exercise of call options) |
88 | 88 | 88 | 88 | |||||
| Option premiums | 6 | 6 | |||||||
| Put option, future acquisition from non-controlling interests |
-215 | -215 | |||||||
| Acquisition of non-controlling interests | -4 | -9 | -13 | -144 | -116 | -260 | -230 | -140 | -370 |
| Non-controlling interests at acquisition | 11 | 11 | 99 | 99 | |||||
| Non-controlling interests in disposals | -14 | -14 | |||||||
| Closing equity | 13,620 | 961 | 14,581 | 15,517 | 1,165 | 16,682 | 13,658 | 997 | 14,655 |
Consolidated statement of cash flows
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Operating activities | |||
| Profit before tax | 6 | 699 | 860 |
| Adjustment for non-cash items | 282 | -218 | 1,034 |
| 288 | 481 | 1,894 | |
| Income tax paid | -133 | -72 | -316 |
| Cash flow from operating activities before change in working capital |
155 | 409 | 1,578 |
| Cash flow from change in working capital | |||
| Increase (-)/Decrease (+) in inventories | -126 | -7 | 64 |
| Increase (-)/Decrease (+) in operating receivables | 66 | 220 | -146 |
| Increase (+)/Decrease (-) in operating liabilities | -526 | -804 | 212 |
| Cash flow from operating activities | -431 | -182 | 1,708 |
| Investing activities | |||
| Acquisition, group companies | -14 | -100 | -1,531 |
| Disposal, group companies | 1,373 | 7 | 913 |
| Acquisition, shares in associates | -4 | ||
| Disposal, shares in associates | 1,873 | 1,876 | |
| Acquisition other intangible/tangible assets | -185 | -209 | -956 |
| Disposal, other intangible/tangible assets | 5 | 26 | 33 |
| Investment, financial assets | -63 | -17 | -19 |
| Disposal, financial assets | 1 | 49 | 51 |
| Cash flow from investing activities | 1,117 | 1,629 | 363 |
| Financing activities | |||
| Purchase of treasury shares | -74 | ||
| Exercise of options | 47 | 40 | |
| Option premiums | 9 | 13 | |
| Acquisition of non-controlling interests (minority) | -14 | -167 | -237 |
| Dividend paid | -1,678 | ||
| Dividend paid/redemption, non-controlling interests | -40 | -130 | |
| Borrowings | 629 | 405 | 6,097 |
| Amortisation of loans | -964 | -954 | -5,930 |
| Cash flow from financing activities | -389 | -660 | -1,899 |
| Cash flow for the period | 297 | 787 | 172 |
| Cash and cash equivalents at beginning of the year | 3,042 | 2,855 | 2,855 |
| Exchange differences in cash and cash equivalents | -1 | -2 | 15 |
| Cash and cash equivalents at the end of the period | 3,338 | 3,640 | 3,042 |
Consolidated key figures 1)
| 2012 Q 1 | 2011 Q 1 | 2011 | |
|---|---|---|---|
| Return on equity, % | 4 | ||
| Equity ratio, % | 38 | 42 | 37 |
| Key figures per share | |||
| Total return, % | 14 | 0 | -32 |
| Dividend yield, % | 6.8 | ||
| Market price, SEK | 91.85 | 124.60 | 80.75 |
| Dividend, SEK | 5.5 | ||
| Equity attributable to owners of the parent, SEK | 43 | 49 | 43 |
| Earnings per share before dilution, SEK | 0.00 | 1.92 | 1.63 |
| Average number of shares outstanding | |||
| – before dilution | 318,998,656 | 318,533,800 | 319,036,699 |
| – after dilution | 318,998,656 | 319,256,088 | 319,288,848 |
| Total number of registered shares | 324,140,896 | 324,140,896 | 324,140,896 |
| Total number of shares outstanding | 319,001,359 | 319,635,614 | 318,996,769 |
| – of which A shares | 84,637,060 | 84,637,060 | 84,637,060 |
| – of which B shares | 234,364,299 | 234,998,554 | 234,359,709 |
1) Relevant historical figures are recalculated taking the 2011 share split into account.
Parent company income statement
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Other operating income | 1 | 1 | |
| Other external costs | -17 | -20 | -79 |
| Personnel costs | -33 | -36 | -109 |
| Depreciation of property, plant and equipment | -1 | -1 | -5 |
| Operating profit/loss | -50 | -57 | -192 |
| Capital gain from sale of investments in group companies | 107 | ||
| Dividends from group companies | 537 | 827 | |
| Impairment of shares in group companies | -322 | ||
| Reversed impairment of shares in group companies | 37 | 37 | |
| Capital gain from sale of interests in associates | 77 | 78 | |
| Dividends from associates | 5 | 16 | |
| Impairment of interests in associates | -7 | ||
| Result from other securities and receivables accounted for as non-current assets |
41 | 46 | 175 |
| Other interest income and similar profit/loss items | 17 | 6 | 27 |
| Interest expenses and similar profit/loss items | -15 | -20 | -42 |
| Profit/loss after financial items | -2 | 626 | 704 |
| Tax | |||
| Profit/loss for the period | -2 | 626 | 704 |
Parent company statement of comprehensive income
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Profit/loss for the period | -2 | 626 | 704 |
| Other comprehensive income: | |||
| Change in fair value reserve for the period | 1 | -3 | 0 |
| Other comprehensive income for the period | 1 | -3 | 0 |
| Comprehensive income for the period | -1 | 623 | 704 |
Summary parent company balance sheet
| SEKm | 31 March 2012 | 31 March 2011 | 31 Dec 2011 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 81 | 86 | 82 |
| Financial assets | 11,679 | 12,761 | 12,540 |
| Total non-current assets | 11,760 | 12,847 | 12,622 |
| Current assets | |||
| Current receivables | 82 | 670 | 67 |
| Cash and cash equivalents | 1,734 | 1,576 | 897 |
| Total current assets | 1,816 | 2,246 | 964 |
| Total assets | 13,576 | 15,093 | 13,586 |
| EQUITY AND LIABILITIES | |||
| Equity | 12,540 | 14,204 | 12,541 |
| Non-current provisions | |||
| Pension provisions | 1 | 2 | 1 |
| Other provisions | 16 | 31 | 16 |
| Non-current liabilities | |||
| Interest-bearing liabilities, group companies | 820 | 631 | 620 |
| Non-interest bearing liabilities | 31 | 73 | 36 |
| Current provisions | 21 | 20 | |
| Current liabilities | |||
| Interest-bearing liabilities, group companies | 50 | 260 | |
| Non-interest bearing liabilities | 97 | 152 | 92 |
| Total equity and liabilities | 13,576 | 15,093 | 13,586 |
| Pledged assets and contingent liabilities | none | none | none |
Summary statement of changes in parent company's equity
| SEKm | 31 March 2012 | 31 March 2011 | 31 Dec 2011 |
|---|---|---|---|
| Opening equity | 12,541 | 13,493 | 13,493 |
| Comprehensive income for the period | -1 | 623 | 704 |
| Dividend | -1,678 | ||
| Purchase of treasury shares | -74 | ||
| Transfer of treasury shares (exercise call options) | 88 | 88 | |
| Option premiums | 8 | ||
| Closing equity | 12,540 | 14,204 | 12,541 |
Parent company cash flow statement
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 |
|---|---|---|---|
| Operating activities | |||
| Profit/loss before tax | -2 | 626 | 704 |
| Adjustment for non-cash items | -42 | -685 | -45 |
| -44 | -59 | 659 | |
| Income tax paid | – | – | – |
| Cash flow from operating activities before change in working capital |
-44 | -59 | 659 |
| Cash flow from change in working capital | |||
| Increase (-)/Decrease (+) in operating receivables | -14 | 1 | -19 |
| Increase (+)/Decrease (-) in operating liabilities | 4 | 19 | -64 |
| Cash flow from operating activities | -54 | -39 | 576 |
| Investing activities | |||
| Investment, shares in subsidiaries | -260 | -222 | -909 |
| Disposal and redemption, shares in subsidiaries | 846 | 596 | 1,738 |
| Disposal, shares in associates and other holdings | 548 | 549 | |
| Acquisition, property, plant and equipment | -1 | ||
| Investment, financial assets | -20 | -110 | -126 |
| Disposal, financial assets | 75 | 43 | 61 |
| Cash flow from investing activities | 641 | 855 | 1,312 |
| Financing activities | |||
| Purchase of treasury shares | -74 | ||
| Transfer of treasury shares (exercise call options) | 88 | 88 | |
| Option premiums | 2 | 10 | |
| Redemption incentive programme | -40 | -47 | |
| Dividend paid | -1,678 | ||
| Loans raised in group companies | 250 | 290 | 290 |
| Cash flow from financing activities | 250 | 340 | -1,411 |
| Cash flow for the period | 837 | 1,156 | 477 |
| Cash and cash equivalents at the beginning of the year | 897 | 420 | 420 |
| Cash and cash equivalents at the end of the period | 1,734 | 1,576 | 897 |
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 2012
The revised IFRS standards which come into force in 2012 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.
Note 2 Business combinations
Disposal after the end of the period
In April, Ratos and co-owners signed an agreement to sell all the shares in Anticimex to EQT for approximately SEK 2,900m (enterprise value), which provides approximately SEK 1,530m for Ratos's shareholding, as well as an earn-out payment to be made if earnings and cash flow milestones for 2012 are surpassed. The sale is expected to generate a net exit gain for Ratos of approximately SEK 940m, before a potential earnout. The sale is subject to approval from the relevant authorities and is expected to be completed at the end of the second quarter.
- 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 is 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.
Disposals in group companies
Bisnode's sale of WLW to the German private equity company Paragon Partners was completed in February 2012. Consideration transferred amounted to SEK 357m whereby Bisnode's exit gain amounted to SEK 151m.
Contex Group's sale of its subsidiaries Z Corporation and Vidar Systems to the American company 3D Systems Corporation was completed in January 2012. Consideration transferred amounted to USD 137m and the exit loss was USD 8m.
Note 3 Operating segments
| Sales | EBT 1) | |||||
|---|---|---|---|---|---|---|
| SEKm | 2012 Q 1 | 2011 Q 1 | 2011 | 2012 Q 1 | 2011 Q 1 | 2011 |
| Holdings | ||||||
| AH Industries | 287 | 221 | 925 | 1 | 14 | -6 |
| Anticimex | 486 | 448 | 1,927 | 13 | 23 | 84 |
| Arcus-Gruppen | 486 | 381 | 2,072 | -82 | -12 | 82 |
| Biolin Scientific | 49 | 25 | 180 | -2 | 1 | -10 |
| Bisnode | 1,033 | 1,052 | 4,310 | 26 | 25 | 106 |
| Contex Group | 85 | 171 | 662 | 0 | 19 | -14 |
| DIAB | 263 | 291 | 1,219 | -19 | 10 | -51 |
| Euromaint | 691 | 949 | 3,329 | -18 | 0 | -144 |
| Finnkino 2) | 225 | 543 | 23 | 1 | ||
| GS-Hydro | 320 | 239 | 1,074 | 12 | -15 | -13 |
| Hafa Bathroom Group | 81 | 101 | 335 | 9 | 3 | -18 |
| HL Display | 403 | 415 | 1,643 | 19 | 12 | 24 |
| Inwido | 1,005 | 1,000 | 5,050 | -30 | 14 | 315 |
| Jøtul | 208 | 208 | 996 | -36 | -9 | -113 |
| KVD Kvarndammen | 78 | 66 | 276 | 10 | 9 | 42 |
| Lindab | -5 | -7 | 21 | |||
| Medisize 3) | 283 | 617 | 33 | 42 | ||
| Mobile Climate Control | 286 | 203 | 1,048 | 13 | 9 | 7 |
| SB Seating | 306 | 334 | 1,264 | 24 | 30 | 95 |
| Stofa | 393 | 340 | 1,390 | 32 | 40 | 96 |
| Total | 6,685 | 6,727 | 28,860 | -10 | 199 | 546 |
| Exit Camfil | 586 | 586 | ||||
| Exit Superfos | -100 | -99 | ||||
| Exit Medisize | 38 | |||||
| Exit result | 0 | 486 | 525 | |||
| Impairment Contex Group | -312 | |||||
| Holdings total | 6,685 | 6,727 | 28,860 | -10 | 685 | 759 |
| Central income and expenses | 137 | 147 | 809 | 16 | 14 | 101 |
| Group total | 6,822 | 6,875 | 29,669 | 6 | 699 | 860 |
1) Subsidiaries' profits included with 100% and associates' profits with respective holding percentage.
2) Finnkino included in the Group from May 2011.
3) Medisize is included in consolidated profit through July 2011. The entire holding was sold in August 2011.
Ratos AB (publ) Drottninggatan 2 Box 1661 SE-111 96 Stockholm Tel +46 8 700 17 00 www.ratos.se Corp. Id. no. 556008-3585
Ratos is a private equity conglomerate. The company's mission is to maximise shareholder value over time through the professional, active and responsible exercise of its ownership role in primarily medium to large unlisted Nordic companies. Ratos's holdings include AH Industries, Anticimex, Arcus-Gruppen, Biolin Scientific, Bisnode, Contex, DIAB, Euromaint, Finnkino, GS-Hydro, Hafa Bathroom Group, HL Display, Inwido, Jøtul, KVD Kvarndammen, Lindab, Mobile Climate Control, SB Seating and Stofa. Ratos is listed on Nasdaq OMX Stockholm and market capitalisation amounts to approximately SEK 24 billion.