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Sectra — Annual Report 2009
Jun 12, 2009
2967_10-k_2009-06-12_22b9d2e0-f393-4dd0-9dc5-cbb1dfc601f8.pdf
Annual Report
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Contents
| Sectra Group overview | 3 |
|---|---|
| The year in brief | 4 |
| Comments from the CEO | 5 |
| Vision, goals and strategies | 7 |
| The Sectra share | 8 |
| Market and competitors | 10 |
| Medical Systems | 12 |
| Secure Communication Systems | 18 |
| Employees | 22 |
| Board of Directors' Report | 24 |
| Financial statements for the Group | 28 |
| Financial statements for the Parent Company | 30 |
| Accounting principles | 32 |
| Notes to the financial statements | 35 |
| Audit report | 47 |
| Five-year summary | 48 |
| Corporate Governance | 50 |
| Board of Directors, Group Executive Management | |
| and Auditor | 54 |
| Sectra's history | 56 |
| Glossary | 58 |
| Where to find Sectra | 59 |
Annual General Meeting
The Annual General Meeting in Sectra AB will be held Friday, June 26, 16:00 CET at Collegium, Teknikringen 7 in Linköping, Sweden.
Dividend
A dividend of SEK 0 per share is proposed for the 2008/2009 fiscal year.
Financial information 2009/2010 Interim report May – July 2009: September 14, 2009 Six-month report May – October 2009: December 8, 2009 Nine-month report May 2009 – January 2010: March 16, 2010 Year-end report: May 25, 2010
All financial reports are published on the company's website www.sectra.se. Questions can be submitted to the company by phone +46 13 23 52 00 or e-mail [email protected].
Interested parties can subscribe on the company's website to receive annual reports, interim reports and press releases by e-mail. Financial reports and other information can also be ordered by phone or at the e-mail address above.
GROUP OVERVIEW
Sectra successfully develops and sells high-tech systems and products in two expanding niche markets. The company's products are used by customers in more than 50 countries and sales are conducted directly by Sectra as well as through regional and local partners.
Sectra has 577 employees and offices in 12 countries. The company is headquartered in Linköping, Sweden, and has its roots in research operations at Linköping University. The Sectra share is listed on the OMX Nordic Exchange in Stockholm since 1999.
Medical Systems
Secure Communication Systems
Products
IT-systems and products for, among other areas, radiology, mammography and orthopedic departments as well as modality equipment for mammography departments.
Customers Public and private hospitals and healthcare providers.
Market
Global sales with focus on Europe, North America, Australia/New Zealand and Japan.
Products
Encryption products for secure voice and data communications as well as development of customer-specific products for secure communication.
Customers
Government authorities and defense organizations.
Market
Sales on the European market.
Share of the Group ( Parent Company)
Net sales SEK 90.3 M
11%
Operating profit SEK 13.5 M
CONTINUED GROWTH IN order BOOKINGS AND SALES
Order bookings
613.7
04/05 05/06 06/07 07/08 08/09
684.7
1,016.6
1,149.7
Profit after net financial items
70.2
79.8
04/05 05/06 06/07 07/08 08/09
The Group's order bookings rose 13.1%. This is the result of a number of individual large transactions with customers within medical image management systems, continued trust within service and support and transactions with more and new Tiger XS customers.
During the past year, Sectra was impacted by long-term customer financing to an extent that was greater than previously. Earnings were also affected by continued expansions in the Medical Systems business area. Profit after net financial items amounted to SEK 71.4 million.
Medical Systems
The business area's net sales rose 22.8% to SEK 810.1 million (659.6).
1 200
SEK M
Mkr
900
600
570.1
300
1,200900600300SEK M
80
80.4 80.7
80
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60
40
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20
- Intensified marketing and expansion of the sales and support organization on important markets.
- A number of individual transactions with county and regional authorities.
- Increased production capacity for the Sectra MicroDose Mammography system.
Consolidated net sales rose 16.2%. The increase compared with the preceding fiscal year is a result of increased deliveries on international markets. Income from markets outside Sweden represent 70.2% of the Group's total net sales.
The Group's value added was up 4.5%. High expertise and efficiency among employees contributed to value added increasing despite a sharp rise in the number of employees during the fiscal year.
Secure Communication Systems
The business area's operating profit amounted to SEK 13.5 million (13.8).
- Security approval from NATO.
- Success in the Netherlands for secure voice communications subscription service.
- Increased market coverage on the European government market.
| Key figures 1) | 08/09 | 07/08 |
|---|---|---|
| Order bookings, SEK M | 1,149.7 | 1,016.6 |
| Net sales, SEK M | 863.3 | 742.9 |
| Profit after net financial items, SEK M | 71.4 | 79.8 |
| Profit after tax, SEK M | 50.5 | 50.5 |
| Value added, SEK M | 449.1 | 429.6 |
| Profit margin, % | 8.3 | 10.7 |
| Equity/assets ratio, % | 59.4 | 56.9 |
| Return on shareholders' equity, % | 8.7 | 9.3 |
| Earnings per share, SEK 2) | 1.37 | 1.37 |
| Dividend per share, SEK 3) | 0.0 | 0.5 |
| Number of employees at year-end | 577 | 506 |
| 1) Definitions of key figures are available in Note 31. 2) Before dilution. 3) Proposed dividend for 2008/2009. |
TEN LISTED YEARS WITH GROWTH AND PROFITABILITY
This year, Sectra's shares have been listed on the NASDAQ OMX Nordic Exchange in Stockholm for ten years. A period characterized by expansion and good growth, with profitability the entire time.
I venture to state that the basis of Sectra's success is that we live up to our business concepts to increase efficiency within healthcare with retained or improved care quality and that we have succeeded in becoming the leading supplier in Europe of encrypted telephony to government authorities and defense forces within the EU.
Strong growth for Medical Systems
Our expansion in markets for Medical Systems continued during the past fiscal year. The number of hospitals that use our medical systems has increased during the year from 900 to more than 1,000 worldwide. One of our new customers is Northern Ireland's health department, where we secured our largest order ever in October 2008, initially valued at GBP 30 million. Medical Systems is our largest business area and represents 89% of the Group's sales.
We operate in markets in which fewer children are born and the average life expectancy is increasing, demographic changes that place significant pressure on the healthcare system. Less resources and increasing care needs, primarily pertaining to age-related illnesses, are driving demands for products that can increase efficiency and facilitate cooperation locally, regionally and globally. Our most outstanding product, PACS (picture archiving and communication system) is one such product and our new, enhanced product generation was very positively received on the market.
Stronger mammography sales
Our largest investment ever, the Sectra MicroDose Mammography system, resulted in a 50% increase in sales during the year due to major resources being spent on expanding distribution channels and increasing production capacity. The investments contribute to making us well-equipped when the global economy rebounds and demand for mammography systems increases.
Continued international expansion
Our expansion can be measured in several different ways. Our net sales increased during the year by 16.2% and order bookings by 13.1%. The number of employees increased from 506 to 577, primarily due to the continuous expansion of our international sales and support organizations.
Revenues from markets outside Sweden represent 70.2% of the Group's total net sales. The strongest expansion took place in the European market, outside Sweden. In North America, where we are marketed under our own name since 2005, we have established a significantly larger market presence and become more visible to US customers.
Financial crisis
The market for our radiology IT systems grew during the year despite weaker economic trends worldwide. We grew faster than the market and have thus captured market shares. Nevertheless, the year was marked by the economic unrest and our markets were naturally affected as well. Many in the industry were impacted by a changed business climate, particularly our major competitors, who experienced that the market for their systems in the US declined sharply. We have also noted that the number of bankruptcies is increasing among smaller clinics in the US. However, Sectra has little exposure in this segment. Naturally, we are somewhat concerned and are continuously adapting our operations to the changed conditions. We are focusing on our long-term expansion goals and enlarging our sales channels to be well-equipped when the market turns upward again. At the same time, we are continuing to work on our internal efficiency.
Tiger leading within the EU
The Secure Communication Systems business area today stands on stable ground as the leading supplier of encrypted telephony within the EU. The increased cooperation in Europe benefits our sales. The business area has healthy profitability and accounts for 11% of the Group's sales. We are focusing on increasing the market coverage for our Tiger products, which are currently used by government authorities and defense organizations in more than half of the 27 EU member states. I anticipate that we will be able to add new customers in new countries and our objective is to also gain more users in the countries that already use our personal voice encryptor Tiger XS for secure telephony.
Profit and growth goals
The past year was impacted by long-term customer financing. Consequently, this year we will not achieve our profit goal, to have a profit margin of more than 10%. The operating margin was also impacted by the major expansions in our medical business activities.
We have not achieved our strategic goal to grow an average of 30% per year under a seven-year period. The average growth rate during the past seven-year period is 11.8%.
Future
We are currently one of the leading global suppliers of niched medical IT systems within radiology and we are leading in Europe in encrypted telephony. Already several years ago, we achieved a marketleading position in Scandinavia and we continue to strengthen our presence in the international market by establishing new offices in selected markets and through partners.
Our successful cooperation with research institutions in several parts of the world and our own investment in product development guarantee that we will be able to offer our customers products with innovative technology in the future. Consequently, we will be able to additionally strengthen our competitiveness in selected niche markets.
The need for increased efficiency within healthcare will remain and increase in the future, as will the need for secure communication systems. This creates the basis for continued expansion. With world-class employees, who with great personal commitment focus on the customer, I consider that we have favorable possibilities to continue our growth.
Linköping, May 2009
Jan-Olof Brüer President and CEO
VisionS, GOALS AND strategieS
Sectra aims to be the leader in selected niche markets. By continuously developing and delivering products and systems with innovative technology, Sectra will contribute to long-term success for its customers.
Working from a strong position in Scandinavia, Sectra has expanded its operations internationally. The growth strategy has been to focus on expanding niche markets and this strategy stands firm.
To achieve its goals, Sectra prioritizes profitable growth, close and long-term cooperation with customers and partners as well as innovative technology. Employees' competency, commitment and motivation are the basis for building success.
Overall goals
- To establish a strong global brand that stands for high-quality, innovative, cost-effective and future-proof products and systems.
- All operations shall be internationally leading and contribute to strengthening Sectra's profits and brand.
-
To be as responsive and available to customers and partners as a small company.
-
To offer the same long-term approach, reliability and sustainability as a major company.
- To have a positive and strong corporate culture that stimulates our employees to grow and develop as individuals.
Overall strategies
- To work together with the most qualified customers to ensure that our products and systems meet the market's strictest requirements in terms of performance, quality and user-friendliness.
- To control development projects based on commercial, productive customer requirements.
- To work long-term with strategic and complementary partners to reach a broader geographic market and expand our product offering to customers.
- To recruit and cultivate highly qualified employees.
Financial goals
To achieve annual average growth 30% over a seven-year period
Average growth over the past seven years was 11.8%. The transition from selling medical systems through a global partner to selling directly from the company had a negative impact on growth since 2005. The company has invested heavily in marketing, expansion of its own sales organization and investment in new production capacity within the area of mammography. However, it will require a couple of years to see the full effect of these investments.
To achieve a profit margin of at least 10%
The profit margin in 2008/2009 amounted to 8,3%. The margin in recent years has been adversely impacted by costs for the expansion of Sectra's international sales and support organization and investments in the area of mammography. Higher portion of direct sales and sales of mammography equipment also implies a business mix with lower margins than sales of software via partners. During 2008/2009, earnings were also impacted by long-term customer financing.
To maintain equity/assets ratio of at least 30%
Sectra has a highly stable financial position. The equity/assets ratio amounted to 59.4% in 2008/2009.
During the build-up phase of the mammography operations, Sectra has accumulated the financial resources that secure the project's implementation. As a result of this, the equity/assets ratio exceeds the strategic goal. This had a positive impact on several major customers' confidence in Sectra during the recent year's global economic downturn.
THE SECTRA SHARE
Sectra's Series B share has been listed on the OMX Nordic Exchange in Stockholm since March 1999. A trading lot consists of 200 shares and the share is traded on the Nordic list in the Midcap segment and the Healthcare Equipment sector.
The total number of shareholders is 5,742 (5,574). The number of shares traded during calendar year 2008 was 8.57 million, compared with 9.5 million during calendar year 2007. This corresponds to a turnover rate of 0.25 times (0.25).
Price trend
The last price paid at the year-end closing date was SEK 38.80 (58.80), which corresponds to a market capitalization of SEK 1,327 million (2,002). The share price declined 35% during the fiscal year. The Stockholm Exchange's Total Index during the same period declined 27%. The highest quotation for the share during the fiscal year was SEK 64.25 on May 20, 2008, while the lowest was SEK 28.10 on December 18, 2008.
Share capital
Sectra's share capital at the year-end closing date totaled SEK 36,842,088, distributed among 36,842,088 shares. Of these shares, 2,620,692 are Series A shares and 34,221,396 are Series B shares. All shares carry equal rights to the company's assets and earnings. One Series A share confers ten votes, while one Series B share confers one vote.
Full conversion and exercise of the issued 2007/2010 and 2008/2011 incentive program would increase the number of shares
by 460,500, corresponding to 1.2% of the share capital and 0.8% of the votes. The number of shares after full dilution amounts to 37,302,588. The dilution effect of the 2006/2009 incentive program in the assessment of the company is expected to be zero, since the conversion price is SEK 86.70. For further information on issued incentive programs, see Note 2.
Dividend policy
The Sectra Board of Directors' basic premise is that the dividend should represent a balance between the desire for a direct return and the company's need for capital for growth and international expansion. In the long term, the Board intends to distribute an average of 15-20% of after-tax profit to shareholders.
Analyses
The following analysts continuously monitor Sectra's performance and publish analyses:
Carnegie, Marcus Bellander, tel: +46 (0)8 676 87 39 Handelsbanken Capital Markets, Hans Mähler, tel: +46 (0)8 701 81 55 HQ Bank, Jesper Norberg, tel: +46 (0)8 696 18 13 Nordea Markets, Patrik Ling, tel: +46 (0)8 614 70 00 Redeye, Jan Glevén, tel: +46 (0)8 545 013 35 SEB Enskilda, Andreas Joelsson, tel: +46 (0)8 522 295 00
Ownership structure in relation to capital
Share capital development
| Date | Transaction | Incr. in no. of shares | Total no. of shares | Incr. in share capital | Total share capital |
|---|---|---|---|---|---|
| 1998/1999 | New issue at listing | 500,000 | 10,500,000 | 1,250,000 | 26,250,000 |
| 1999/2000 | New issue | 420,315 | 10,920,315 | 1,050,787 | 27,300,787 |
| 2000/2001 | Bonus issue par SEK 2.50 to SEK 3.00 | 0 | 10,920,315 | 5,460,158 | 32,760,945 |
| 2000/2001 | Split 3:1, par SEK 3.00 to SEK 1.00 | 21,840,630 | 32,760,945 | 0 | 32,760,945 |
| 2002/2003 | Redemption of convertibles | 315,566 | 33,076,511 | 315,566 | 33,076,511 |
| 2003/2004 | Redemption of employee options | 75,000 | 33,151,511 | 75,000 | 33,151,511 |
| 2003/2004 | New issue | 2,700,000 | 35,851,511 | 2,700,000 | 35,851,511 |
| 2004/2005 | New issue | 540,540 | 36,392,051 | 540,540 | 36,392,051 |
| 2004/2005 | Redemption of convertibles | 11,200 | 36,403,251 | 11,200 | 36,403,251 |
| 2004/2005 | New issue | 47,387 | 36,450,638 | 47,387 | 36,450,638 |
| 2004/2005 | Redemption of employee options | 54,667 | 36,505,305 | 54,667 | 36,505,305 |
| 2004/2005 | Redemption of employee options | 23,333 | 36,528,638 | 23,333 | 36,528,638 |
| 2005/2006 | Redemption of convertibles | 169,550 | 36,698,188 | 169,550 | 36,698,188 |
| 2005/2006 | Redemption of employee options | 28,333 | 36,726,521 | 28,333 | 36,726,521 |
| 2005/2006 | Redemption of employee options | 20,000 | 36,746,521 | 20,000 | 36,746,521 |
| 2006/2007 | Redemption of employee options | 36,667 | 36,783,188 | 36,667 | 36,783,188 |
| 2007/2008 | New issue | 58,900 | 36,842,088 | 58,900 | 36,842,088 |
Ownership structure at April 30, 2009
| Owner | No. of A shares | No. of B shares | No. of votes | Share of capital |
|---|---|---|---|---|
| Jan-Olof Brüer 1) | 763,110 | 2,579,904 | 16.9 | 9.1 |
| Torbjörn Kronander 1) | 763,108 | 2,579,901 | 16.9 | 9.1 |
| Frithjof Qvigstad | 262,866 | 1,902,519 | 7.5 | 5.9 |
| If Skadeförsäkrings AB | 0 | 4,356,300 | 7.2 | 11.8 |
| Viiveke Fåk | 221,700 | 1,088,150 | 5.5 | 3.6 |
| Robert Forchheimer | 202,203 | 1,178,104 | 5.3 | 3.7 |
| Ingemar Ingemarsson | 221,347 | 900,999 | 5.1 | 3.0 |
| JP Morgan Chase N.A | 0 | 2,848,177 | 4.7 | 7.7 |
| Thomas Ericson | 136,329 | 916,044 | 3.8 | 2.9 |
| Forth AP Pension Fund | 0 | 1,861,651 | 3.1 | 5.0 |
| Total for ten largest shareholders | 2,570,663 | 20,212,949 | 76.0 | 61.8 |
| Other owners with more than 100,000 shares, 23 | 35,335 | 6,178,060 | 10.8 | 16.9 |
| Owners with 10,001 – 100,000 shares, 116 | 9,516 | 3,707,677 | 6.3 | 10.1 |
| Owners with 1,001 – 10,000 shares, 927 | 5,178 | 2,638,536 | 4.4 | 7.2 |
| Owners with up to 1,000 shares, 4,666 | 0 | 1,484,174 | 2.5 | 4.0 |
| Totalt 5,742 shareholders | 2,620,692 | 34,221,396 | 100% | 100% |
1) Number of shares comprises direct shareholdings and holdings through companies in Sectra AB. Source: VPC Analys
For more Key figures, see Five Year Summary page 48.
AGEING POPULATION AND EUROPEAN COOPERATION
The niche areas in which Sectra is active are expected to increase in volume over the coming decades. A characteristic of these areas is that requirements and regulations for both medical systems and secure communication systems are so extensive that few companies are able to meet them. Despite the limited number of companies in the market, competition is intense.
Medical Systems
More efficient care at lower cost
Society's costs for health and medical care are expected to increase dramatically as a result of demographic changes. Average life expectancy and the proportion of elderly are constantly increasing in the industrialized countries, thus increasing the need for healthcare, particularly with regard to age-related illnesses. At the same time, fewer young people must care for an increasing elderly population. Investments in efficiency-enhancing measures and systems are necessary. This demand is strengthened by political decisions that are intended to limit public spending for health and care services.
Overall, this will result in continued high demand for systems that can contribute to higher productivity. Sectra provides the market with products that contribute to increased efficiency in healthcare with retained or improved care quality in such areas as orthopedics and oncology.
Information explosion and communication requirements Healthcare services are facing a situation in which the shortage of specialized medical expertise is becoming increasingly evident, resulting in an increased need to be able to perform work remotely. Modern radiology equipment now produces enormous amounts of data, requiring a constantly increasing volume of image data to be examined. Properly managed, healthcare services now have new opportunities for diagnosing and following up treatments.
These factors drive investments in systems that can efficiently handle and present large data volumes. Sectra's solutions provide rapid access to radiology images and information, regardless of where the radiologist is located or the volume of data. This gives Sectra an edge over its competitors.
Competitors and competitive advantages
Sectra's competitors are either global players with a large and broad product portfolio or regional IT companies whose primary operations are within radiology IT.
The foremost global competitors are primarily equipment or film suppliers. They have a broad product portfolio and can offer solutions that cover the customer's total needs. They also have a significant presence and a large sales force.
The foremost global competitors are AGFA (Belgium*), General Electric and Hologic (the US*), Philips (the Netherlands*) and Siemens (Germany*).
The regional IT system suppliers compete with Sectra primarily in systems for processing radiology images (PACS). The most significant are North American companies, such as AMICAS, DR Systems, McKesson and Canada's Intelerad. Their competitive advantage is that their products are adapted to the regional market, where they have good contacts with customers and relatively low installation and support costs.
Sectra currently has a large customer base and extensive experience in the radiology industry sector. Sectra's strength is being able to offer the market's most stable system solutions with extremely few operational disruptions and broad functionality in combination with ease of use. In recent years, Sectra has developed a new generation of systems for efficient communication and processing of the large data volumes with which today's digitalized radiology departments work. Sectra also offers a mammography system with the market's lowest radiation dose, corresponding to half of its competitors, with retained image quality.
* Home market
Secure Communication Systems
Modern government organizations
Today we are expected to always be reachable and always able to communicate. Decision-makers, government officials and military officers that exchange security-classified information are no exception. Combined with increased mobility, these expectations are driving the development of crypto equipment that follows with the user and functions in a variety of environments. For Sectra, this means that products are continuously enhanced to increase usability and to function with new communication technologies.
EU requirements and new NATO approval
Cooperation between European countries is increasing in both the government and military segments. Examples of cross-border cooperation include combating terrorism and the European Defense Agency, which was formed to promote cooperation in the procurement of defense equipment. A transition is also in progress from a national invasion-based defense to mission forces. Mission forces act jointly with other countries, for example in peacekeeping missions in various locations around the world.
This means that customers prioritize purchase of products that support international cooperation. Common standards have emerged for how EU-classified information must be protected, and Sectra was the first on the market able to deliver EU-approved products for mobile voice communication at the SECRET UE security level.
The personal voice encryptor Tiger XS was also certified in autumn 2008 for communications at the NATO SECRET security level. Sectra is currently the only supplier to offer a product certified by both the EU and NATO, which further strengthens its position in the European market.
Reduced defense budgets
Many European countries continue to reduce their defense budgets. The result is that defense organizations are increasingly purchasing existing products instead of developing their own. It is thus increasingly important to be able to offer products that are approved for use in the entire EU market and the defense organization NATO, such as Sectra's personal voice encryptor Tiger XS. Security certifications from the EU Council and NATO's Military Committee have actively contributed to a majority of EU member countries now choosing Sectra's Tiger system.
Competitors and competitive advantages
Sectra's business in Secure Communication Systems is conducted in the European market. Competitors include Rohde & Schwarz in Germany, Selex Communications in the UK and Thales in France, all of which have established brands. These companies also have a strong service and support offering. In certain countries, there are also companies whose main focus is encryption. These companies often work closely with security authorities in their countries.
Global US defense companies are also represented in the European market with a broad product portfolio developed with the US domestic market as the base. These companies include General Dynamics, Harris Corporation and L-3 Communications. They are well established in the European defense market but are not as strong competitors in encryption.
Sectra's greatest competitive advantages are the security certifications from the EU and NATO, established cooperation with leading European security authorities and, above all, products that are easy to use. Today, Sectra has customers in more than half of the EU member states, and the demand is increasing.
MedicAL systemS
Business concept
To contribute to increased healthcare efficiency with sustained or improved care quality.
Product divisions
Radiology IT
IT solutions for processing and archiving of radiology images (PACS) and patient information (RIS).
Mammography Digital radiology equipment for mammography examinations.
Orthopedics IT solutions for orthopedic requirements, such as PACS and systems for pre-operative planning.
Service and support
Service, upgrades and customer training are an important part of Sectra's product offering. Customers are offered service and upgrade contracts. Sectra provides 24-hour service from its offices or at the customer site as required.
Distribution channels
Sales take place through our own sales organization and via about ten local partners. Sectra's own sales organization accounts for the major share of sales, but the number of business partners is increasing in pace with continued international expansion.
Customers
Customers are public and private hospitals and care providers, ranging from large university hospitals to medium-sized radiology clinics. Sectra focuses on customers that place high demands on cost efficiency and high productivity and that need efficient communication of images and patient information within and between units.
Geographic markets
Sectra's medical systems are sold globally with a focus on Europe, North America, Australia/New Zealand and Japan.
Market position
Sectra's systems handle more than 50 million radiology examinations each year, which makes Sectra one of the world's leading suppliers of systems for managing digital radiology images. In Scandinavia, Sectra is the market leader with a market share of more than 50%.
Financial development
For further information regarding the business area's financial development, refer to the Board of Directors' report on page 24.
Communication makes healthcare more efficient
During the year, Sectra secured a number of major orders as a result of the build-up of the sales and support organization over recent years. With more customers, employees and partners, Sectra continues to expand globally.
For more than 20 years, Sectra has developed medical systems with very high availability that can be easily adapted to and integrated with other systems. With its focus on efficiency, high productivity and communication of clinical information, Sectra's products contribute to cost savings within healthcare. Skilled employees and future-proof products make Sectra a competitive supplier.
BUSINESS DEVELOPMENT 2008/2009
Sectra continued to grow, despite the market for medical systems not being unaffected by global economic conditions. Sectra primarily strengthened its position in existing markets, but also expanded its presence in the North American market with a Canadian office in Montreal and entered the Greek market through a contract with a local business partner. Order bookings in 2008/2009 were the highest ever and a result of increased marketing efforts, a number of major individual contracts and the build-out of the sales and support organization in recent years.
Efficient communication in demand
Major orders singed by Sectra during the fiscal year include contracts with the Northern Ireland Health Department and Region Skåne. The Northern Ireland contract, with an order value of GBP 30 million over ten years, is Sectra's largest to date.
These patient-focused and technically interested customers are excellent examples of care providers that are driving development in the industry. Together with Sectra, they take a comprehensive
approach to linking management of radiology images and patient information in large regions. Interest in improving efficiency and reducing costs in this manner is increasing around the world. Read more under the heading Sectra technology increases healthcare efficiency on page 15.
Focus on safe mammography
Increased production capacity and an increased focus on sales of the digital mammography system Sectra MicroDose Mammography are prioritized areas within Medical Systems. As a result of implemented investments, the number of deliveries of Sectra MicroDose Mammography increased by 50%, compared with the preceding year. A total of 52 units (35) were installed during the year.
During the year, www.microdosemammography.com was launched by Sectra with information for women regarding the importance of mammography screening and low radiation doses and actively supported activities to benefit breast cancer research.
QUALITY
During the fiscal year, Sectra increased its efforts to make internal processes efficient. This included implementation of a certification program for Sectra's employees and distributors to ensure and improve quality in system installations.
Satisfied customers
Satisfied customers are a prerequisite for successful business. Through long-term and close relations, Sectra increases its knowledge of its customers' operations and can therefore offer future-proof solutions to the challenges that customers face.
In the US market, the analysis company KLAS Enterprises, LCC, conducts annual analyses of customer satisfaction based on assessment by thousands of decision makers and specialists within healthcare in the US. In the KLAS1 Community Hospital PACS Report 2008, customers ranked Sectra number two for the second consecutive year in the category medium-sized hospitals. In other markets where Sectra has subsidiaries, the company has also worked systematically with customer satisfaction surveys that generally show very good results.
RESEARCH AND PRODUCT DEVELOPMENT
Customer needs and Sectra's knowledge of market trends guide the company's investments in development and product renewal. Sectra works with customers, universities and research centers to develop technical solutions that give its products unique characteristics.
World-class research partners
One of Sectra's most important research partners is the Center for Medical Image Science and Visualization (CMIV). CMIV is an interdisciplinary research institution in Linköping, Sweden (www.cmiv.liu.se) that Sectra helped to found. CMIV is very advanced in medical image technology, and through a close partnership, Sectra ensures that its products are on the front line of research. As part of this partnership, Sectra worked with CMIV in the development of the company's new generation of PACS products.
Major investments in radiology IT systems
Sectra is constantly enhancing existing products and services. During the year, significant development resources were devoted to Sectra's new generation of PACS products for efficient distribution of images and patient information. This work included development of several new workstations. Through partnerships with other companies, as well as its own development work, Sectra supplemented its offering to end customers with additional clinical functionality, in part by introducing a new product that increases the efficiency of clinical and administrative processes for various types of examinations performed in departments for functional diagnosis, such as nuclear medicine and cardiology. Another example is software that increases the efficiency of MR examinations and contributes to increased patient flows and patient comfort.
1) For further information about KLAS; see www.KLASresearch.com. ©2008 KLAS Enterprises, LLC. All rights reserved.
Sectra's solutions make healthcare more efficient
Sectra's solutions reduce waiting times for patients
Sectra has installed systems in hundreds of small and medium-sized hospitals, and the company's products are used by more than 1,000 customers around the world. One of these customers is Telemedicine Clinic (TMC), which reviews more than 100,000 radiology examinations each year on assignment from European health and medical care organizations.
There is currently a great shortage of radiologists in Europe, and TMC therefore offers hospitals the ability to centralize and share resources and specialist competence. More than 65 radiologists work at TMC and remotely assess radiology examinations. The radiologists are located in seven different countries, and the hospital customers are located in four different countries. As an example, radiologists located in Sydney, Australia work with reading radiology images taken in Sweden during the night. Overall, this results in savings for all parties.
"Sectra really has a solution that is matched to how we radiologists work. Since we introduced Sectra PACS, we have been able to take on more and larger assignments," says Hans Billing, radiologist at TMC.
A 30% reduction in reading time
Like many large care service providers, TMC's operations are dispersed over a large geographic area. This places demands on fast, secure and efficient distribution of radiology images and diagnoses, regardless of network performance and data volumes. Sectra PACS is based on a unique technology called RapidConnectTM that makes it possible for TMC to reduce reading times by 30%, compared with its previous
system. Sectra PACS also makes it possible for radiologists to perform their work efficiently, regardless of where they are located.
Total concept to meet tough challenges
Cooperation across borders is becoming increasingly important, not only within individual hospitals, but also within and between regions. TMC is just one example of how Sectra together with the customer has developed a total solution for radiology's IT infrastructure to make cooperation more efficient, better utilize available resources and thus achieve increasingly demanding efficiency targets.
Telemedicine Clinic in brief 100,000 examinations/year 150 PACS users 65 radiologists 7 countries 60 hospital customers
MICRODOSE MAMMOGRAPHY HÖGSTA BILDKVALITÉ HALVA STRÅLDOSEN MICRODOSE MAMMOGRAPHY HIGHEST IMAGE QUALITY HALF THE RADIATION
The unique quality of the Sectra MicroDose Mammography system is that it reduces the radiation dose by 50%, compared with other systems on the market, while maintaining image quality.
Breast cancer affects one of every nine women
With regular mammography examinations, tumors can be detected at an early stage, which increases the chance of survival. More parties have realized the importance of low radiation doses, and over the past year, Sectra increased the number of installations of mammography systems by 50%. Women in 14 countries can now choose to be examined in clinics that use Sectra MicroDose Mammography. At several of these clinics, demand increased substantially following the introduction of Sectra's system.
Efficient mammography screening
Sectra's goal for Sectra MicroDose Mammography is to offer the world's most effective solution for mammography screening. The system shall have the market's best image quality, the highest production capacity (greatest number of possible exposures per hour) and, not least, the market's by far lowest radiation dose.
Future-proof solution
Because Sectra MicroDose Mammography uses a technology that counts every individual photon, the radiation dose can be reduced by half, compared with other technologies, while retaining the same image quality. Sectra was the first in the world to supply a system based on photon counting for clinical use. This technology is increasingly viewed as the future technology for detection of radiation, since it results in an optimal radiation dose, while opening completely new clinical opportunities over time.
For women who demand less – www.microdosemammography.com
Healthcare challenges provide us new opportunities
What drives the healthcare market today?
The market is currently driven mainly by a complicated cost and earnings situation. In many countries, remuneration received by clinics and hospitals per examination is declining, while costs and patient inflow are rising. This results in a major need for efficiency in individual workplaces, to a consolidation of clinics and that many clinics are coordinating review of images, administration and other functions.
The ongoing financial crisis has also impacted our customers. Hospitals and clinics are experiencing difficulty in financing longterm profitable investments and a reduction in customers' investment budget is leading to increased pressure on prices in the market. At the same time, the consolidating customers are placing high demands on efficient IT to fully utilize synergies in coordinating review of images, administration and other functions and demand for our products and solutions are increasing in those segments.
How is Sectra able to contribute to resolving the challenges within healthcare?
Sectra's business concept within medical systems is to increase efficiency within healthcare with sustained or improved quality. The business concept was formulated about ten years ago, but is becoming more current each year due to the challenging demographic situation in the western world.
Our products improve efficiency within diagnostic image management by speeding up flows and processes. This leads to faster diagnoses, which can directly save lives and improve care, but also to healthcare with time and funds to provide more people with access to qualified diagnosis and thereby excellent quality.
How have sales of radiology IT systems developed?
During the past fiscal year, sales of radiology IT systems developed highly positively. In Scandinavia, we improved our already strong position and we have also grown globally. Most of the increase in our sales derive from the European market, and in particular, the UK.
Sales have entered a new phase, in which many customers are now investing in their second system. One example is the agreement with Region Skåne in Sweden, in which Sectra is replacing the current systems for digital image management at the university hospitals in Malmö and Lund. Customers that purchase their second system are often more informed and more specific in their demands. They focus less on former relations with suppliers of film or X-ray systems and more on that the supplier is actually a competent IT supplier, which is an advantage for Sectra.
What has happened within the service and support area?
Upgrades, service and support are an increasingly important part of our business operations. We see an increasing number of agreements in which the customer, instead of a non-recurring investment, chooses to purchase its IT solution with the help of a flexible financial solution, which may entail payments per month or per examination. This will expand Sectra's role from a supplier of a turnkey product to a long-term partner in the customers' organization. Several of our recent largest transactions were of that type, including the agreement with Northern Ireland. We strongly believe that this transaction trend will continue; a development that is suited to Sectra's skilled and customer-oriented employees.
What is the latest regarding approval to sell Sectra MicroDose Mammography in the US?
We submitted the completed application documents in summer 2008 and hope for a decision from the Food and Drug Administration during the coming fiscal year.
What would an approval signify?
The US is the world's largest market for mammography systems, so it would naturally have a highly favorable impact. However, it should be mentioned that competition is very strong in the US market and it is also our primary competitors' home market. But, an FDA approval will also have a positive impact on markets outside the US, although it is not an absolute requirement, this applies to certain countries in the Middle East.
What will be your focus in the coming year?
We are investing in Japan, which is the world's second largest market within medical technology after the US. We currently have a small presence in Japan and not at all within mammography, for example. We believe that our strongest features – efficiency, product stability and low radiation for mammography – are very well suited to the Japanese market.
What does the trend look like for the future?
The development is increasingly characterized by the Internet. Sales of services and products, are expanding on the net, and physicians want the possibility to review images where they are, being at work or home. We also see a strongly increasing trend in which hospitals cooperate within and between countries. The hospital in Kristianstad, Sweden, for example, can have images examined during the night by a rested radiologist in Sydney. The world is shrinking, even within radiology, and our job is to assist our customers to utilize the advantages, primarily pertaining to increased production and efficiency, which is facilitated by this trend.
Prioritized activities
Medical Systems' activities have a long-term focus on strengthening the market position and continuing international expansion.
| 2008/2009 | Outcome |
|---|---|
| Continued expansion, primarily in existing markets. | We strengthened the sales organization with more employees and more partners. The strongest expansion was in Europe, where net sales increased by 43%, compared with the preceding year. |
| Continued work to strengthen Sectra's brand in strategi cally important markets. |
We worked with brand-building marketing, which gave us a hig her ranking in brand surveys. |
| Product and service development to increase efficiency in installation and upgrading of our products. |
New methods for measuring costs in conjunction with installation and upgrading were introduced. We reduced delivery times and improved and increased efficiency in the upgrade process. |
| Continued investment in production and sales in the mam mography division. |
We implemented quality improvements and significantly in creased production capacity in the mammography division. The number of installed systems increased by 50%, compared with the preceding year. |
| Obtain FDA approval of Sectra MicroDose Mammography in the US. |
Our application for market approval in the US was submitted in the summer of 2008, and we hope for approval during the 2009/2010 fiscal year. |
2009/2010
Continued expansion in existing markets supplemented by expansion of geographic presence in a number of new countries.
Continued focus on increasing efficiency and minimizing disturbances in customer operations in conjunction with upgrading of existing IT systems.
Increase sales of the Sectra MicroDose Mammography system.
SECURE COMMUNICATION SYSTEMS
Business concept
To be the leading supplier of secure communication systems to government and defense organizations in the EU.
Product Division
Tiger
Systems, products and services that protect voice and data communications.
Crypto
Development of customer-specific systems and products. Assignments include the development of all features from encryption modules to complete communication systems.
Service and support
To facilitate customer use of encryption systems, Sectra offers qualified assistance with the start-up of operations, customized training programs and support. Customers are also offered long-term service and upgrade contracts.
Distribution channels
Sales are direct or through local partners. Sectra's own sales organization accounts for most sales.
Customers
Customers are government and defense organizations in the EU. These range from officials and politicians in the various countries' governments and departments to the EU as an organization as well as national defense organizations. The common denominator for customers is that they have regulations governing the management of security-classified information and requirements for approved security products.
Geographic markets
Sectra's Tiger products are sold on the European market. Sweden is Sectra's largest market for the development of customized systems and products; however, the company also develops these types of products for customers in the Netherlands and Norway.
Market position
Sectra is the leading supplier of encryption products for the Swedish Defense Forces, and customers in more than half of all EU member states use Sectra Tiger. This makes Sectra the leading supplier of secure telephony for European government authorities and defense departments.
Financial trend
Refer to the Board of Directors' Report on page 24 for additional information on the financial trend.
Decision-makers choose Tiger
In every other EU country decision-makers use Sectra Tiger to protect their telephony from eavesdropping. During the year, a number of customers increased their use of the personal voice encryptor Tiger XS. Moreover, the number of users subscribing to Sectra's Tiger service increased threefold.
Since the 1980s, Sectra has developed systems and products for government authorities and defense customers. With user-friendliness in focus and strong core expertise in encryption, Sectra contributes to protecting its customers' security-classified information.
BUSINESS DEVELOPMENT 2008/2009
NATO's approval of Sectra's personal voice encryptor Tiger XS, combined with extended market coverage, has contributed to strengthening Sectra's position as the leading supplier on the European government authorities market. To improve its presence in local markets, Sectra has signed cooperation agreements with four partners, which has already resulted in new business.
Major success for the Tiger service
The number of subscribers for the Tiger service that Sectra offers in the Netherlands increased threefold during the year. Ministers and officials in various departments use the subscriber service, which covers Tiger XS, installation, operation and security administration, as well as support and customized training. To meet rising demand, Sectra has strengthened the workforce at its office in the Netherlands.
Unique security approval
Decision-makers in countries that are members of the EU and NATO can now use the Tiger XS personal voice encryptor to protect all sensitive and security-classified telephone calls. During the year, NATO's military committee certified Tiger XS for the high security level, NATO SECRET. Since it already had EU approval, this means that Sectra now has dual security approvals, giving it special status in the European market.
Sectra protects the EU Presidency
During the Czech Presidency of the EU in the first six months of 2009, decision-makers and officials at several ministries and in the government offices have used Tiger XS. The deal was concluded in cooperation with Sectra's business partner in the Czech Republic and is the first major transaction strongly influenced by the NATO approval. To date, four countries have elected to purchase Tiger XS for telephony protection during their EU Presidency.
Satisfied users increase the Tiger population
Sectra's focus on user-friendliness and the business development of the Tiger offering have provided dividends. A number of customers have returned with supplementary orders for Tiger XS. The single largest order was placed by the Swedish Defense Forces. This was designed to extend use of Tiger XS nationwide and to equip the Nordic Battlegroup ahead of its next peacekeeping mission in 2011.
QUALITY
Focus on user friendliness
Sectra's primary means of competition is to offer user-friendly crypto products. Ensuring that the system is actually used is a key security aspect, and thus Sectra focuses on user-friendliness in all its product development. The business area's internal communications policy – "everyone shall use Tiger for official calls" – makes every employee a participant in product improvement, while simultaneously protecting personal communications from eavesdropping.
Tiger in the service of ambassadors
Tiger XS is used by embassies worldwide. An ambassador is an envoy working on behalf of a government, and a key task is to convey sensitive information to decision-makers in the home country. In addition to being able to make secure phone calls with Tiger XS, there is considerable appreciation of the ability to encrypt fax messages when transmitting sensitive reports and urgent information to ministries of foreign affairs.
100 % on time
In recent years, a key quality-enhancement program has focused on improving delivery precision. Sectra's goal is that 100 % of deliveries are conducted in line with the contract schedule and this goal has been achieved during the past fiscal year.
Industry-specific certification
Quality thinking is an internal part of overall operations and the company is certified according to the ISO 9001:2000 quality standard as well as TickIT. Sectra's crypto products are covered by industry rules and requirements. Tiger XS is approved by EU, NATO and several national security and accreditation bodies in Europe.
PRODUCT DEVELOPMENT
Sectra is continuing to enhance its Tiger offering and during the year customized products were developed for secure voice communication.
Secure voice communication for all
An ever-greater number of customers want to communicate among various types of communications systems. One development project that Sectra is conducting with the Swedish Defense Forces permits secure communication between users of Tiger XS and Sectra's tactical radio crypto systems. This development is aimed primarily at products designed for use during peacekeeping missions, for example the Nordic Battlegroup.
Protection of society essential information
The development of the Rakel radio communications system is in progress in Sweden. The purpose of the system is to secure radio communications within and among public safety agencies such as the police, rescue services, customs and coast guard. On a commission from FMV (Swedish Defense Materiel Administration), Sectra has developed an encryption solution on SIM card for telephones currently deployed in the Rakel system. The crypto functions irrespective of telephone supplier, which means that users can select phones based on personal preferences while retaining overall security.
Priority activities
Sectra's long-term focus is to strengthen its market position in Europe.
| 2008/2009 | Result | 2009/2010 |
|---|---|---|
| Continued focus on increasing market coverage in the European government authorities market through sales and marketing of Tiger XS. |
The number of Tiger XS users continued to increase during the year as a result of orders from new and existing customers. |
Continued focus on market cover age in the European government authorities market through sales and marketing of Tiger XS. |
| Offer the new subscription service for secure voice communications to more customers in Europe. |
The number of users of the subscription service in the Netherlands has increased threefold. Customers in other countries have tested some components of the service offering and business discussions are in pro gress. |
Continued business development of Sectra's Tiger offering. |
Simplicity is the driving force
What were the most significant events during the fiscal year? The NATO approval of the personal voice encryptor Tiger XS was highly significant. This means that we are unique worldwide in having a crypto product that is approved by both the EU and NATO at the high security level, SECRET.
We have also consolidated our position on the Swedish market and the trend in the Netherlands has been extremely positive. The Swedish Defense Forces accounted for the largest order during the year for Tiger XS as part of efforts to increase the use of the product in protecting national security and international peacekeeping missions. In cooperation with our Swedish customers, we have continued to develop the Tiger offering and have developed new crypto products.
How has cooperation with the Netherlands progressed?
We have a four-year agreement with the Dutch Ministry of the Interior covering a subscription service for "secure voice." The transaction was secured in competition with domestic authorities in the Netherlands. The customer has displayed considerable confidence in us by outsourcing this type of operation, which also makes us responsible for sensitive key distribution activities.
During the year, we have gained an increasing number of Dutch subscribers, which means that all ministries are now numbered among our customers. Expansion continues constantly and we view the Netherlands as a second home market. We have an office in The Hague with a workforce that focuses on services and support and solves all practical problems on site.
What are your ambitions regarding entering new markets?
We are continuing to focus on Europe where we already have customers in more than half of all EU member states. Our long-term goal is to sell products for encrypted telephony to all EU countries, with the aim of moving into a few new countries each year. In Sweden and the Netherlands, we are concentrating on reinforcing our current, leading position. In countries such as the Czech Republic, Hungary and Austria, the aim is to gain more users and raise sales volumes.
What are the factors underlying successes in recent years? We have streamlined operations in Europe, and have moved from a
technology focus to a market focus. Our main concern today is not technology in itself, but the value it offers customers. Tiger XS is a unique product that is very easy to handle. Thus, we have hardly any competitors in Europe. We have also doubled the number of sales staff in the past year.
What are the trends influencing the market?
The European market is marked by demand for products that support international cooperation, which further supports us. The latest example is the Czech Republic, which is the fourth country to buy Tiger XS to prevent eavesdropping of voice communications ahead of their EU Presidency.
What is the trend in product development?
Simplicity is the driving force. We continually strive to ensure that users find our products easy to handle.
What do you plan to focus on in the year ahead?
The goal is to gain an even stronger position with Tiger in Europe and raise sales volumes.
EMPLOYEES WHO DEVELOP IN THEIR ROLES CONTRIBUTE TO SATISFIED CUSTOMERS
One of Sectra Group's goals is to encourage employees to develop and grow as individuals. Within Sectra, there are excellent opportunities for employees to influence their job situation. At the same time, each employee is expected to take great responsibility for the work that he or she is employed to perform. Work should be perceived as meaningful, and it is important that employees see the link between their own efforts and success for Sectra and its customers.
Leading-edge expertise, experience and knowledge of the customers' business are prerequisites for Sectra to remain a world leader in the company's niche areas. Sectra therefore strives to employ persons who not only have solid expertise, but also are passionate about their work, have a positive attitude and a great ability to both learn from others and share their knowledge and to instil confidence in customers and colleagues.
Employees from some 30 countries work at Sectra and contribute experience from different cultures and environments. The multi-cultural environment is a prerequisite for Sectra's international recruitment. Internal rotation is also encouraged within Sectra, since collective expertise is then fully utilized and cooperation within the Group encouraged.
Skills and development
The majority of Sectra's employees have academic training, and most have engineering degrees. A large number of employees have fulfilled graduate studies, and five professors and 22 persons with technology doctorates are linked to Sectra's operations.
Sectra places great emphasis on continued education of its employees. A review of skills development is conducted each year with employees, who then undergo continued education matched to the individual.
Within each business area, we work actively to ensure that employees in various roles have the right skills to be able to perform quality work. This takes place through courses, training programs, certification programs and instruction.
For those employees who want to develop towards a management position, there is a basic training program to which potential leader may be nominated. Sectra also has a tradition of encouraging employees to become specialists. As one example, there is an annual program in one of Sectra's business areas in which employees with unique competence that is of great importance can be nominated and appointed as seniors.
Recruitment and employee turnover
To facilitate recruitment of future talents, Sectra offers prospective university graduates an opportunity to complete portions of their education in the company through practice periods and thesis work.
During the fiscal year, 143 new employees with leading-edge expertise in various areas were employed. This included persons with long experience, as well as new graduates. Recruitment was primarily to positions within sales, service and support.
At the end of the fiscal year, Sectra had 577 permanent employees, an increase of 14%, compared with the preceding year. About 40 additional persons were employed on a project basis.
Personnel turnover during the fiscal year amounted to 13.1% (11.7). The average employment period for employees in Sweden was 6.2 years (6.1).
Healthy employees
The well-being of employees is of paramount importance to Sectra. The company takes a preventive approach to work-environment and health issues by offering employees regular health check-ups, fitness programs and opportunities for subsidized fitness training. Sectra's health program also includes ergonomic counselling to reduce the risk of work-related injuries. This has resulted in a very low absence due to illness, during the fiscal year amounting to 1.1% (0.9).
Participation in the company's success
Over the years, to strengthen employees' commitment and motivation, Sectra has offered employees the chance to share in the company's success. In addition to conventional remuneration systems, Sectra works systematically to distribute ownership to employees through options and convertibles programs. Today, as a result of such programs, many employees are also company shareholders.
BOARD OF DIRECTORS' REPORT
The Board of Directors and the President of Sectra AB (publ), corporate registration number 556064-8304, hereby submit the annual report and the consolidated accounts for the period from May 1, 2008 to April 30, 2009. The following income statements, balance sheets, statements of changes in shareholders' equity, cash-flow statements, accounting principles and notes comprise an integrated part of the annual report.
Operations and Group structure
Sectra conducts development and sales of high-tech products in expansive niche markets. Operations comprise medical systems and secure communication systems.
The Group's structure is established around the Parent Company Sectra AB, which comprises Group-wide functions and capital management, and the operating subsidiaries Sectra Communications AB (secure communication systems) and Sectra Imtec AB (medical systems). These companies have a number of subsidiaries with offices around the world. See Note 12 for further information.
Market
Demand for Sectra's products remained strong, and consolidated order bookings amounted to SEK 1,149.7 million (1,016.6) in 2008/2009, an increase of 13.1% compared with the preceding fiscal year. This was due to a number of individual large transactions with customers within medical imaging systems, continued confidence within the areas of service and support as well as agreements with more and new Tiger XS customers.
The major portion of Sectra's sales is through its own organization and is supplemented by local, regional and global business partners with existing customer bases in Sectra's markets.
Medical Systems
An increasing number of hospitals are choosing to streamline radiology services by introducing digital systems for image and information processing, and the market for medical systems is growing. Sectra has more than 1,000 customers worldwide and more than 50 million radiology examinations are conducted in the company's systems annually, which makes Sectra one of the world's leading suppliers of systems for management of digital radiology images.
As the number of installations increases, revenues from service, support and upgrade contracts also increase. The proportion of customers who pay on an ongoing basis for use of the system is also increasing. To meet market demand, Sectra continued to invest in expanding its distribution network and service organization.
The greatest number of the radiology clinics using Sectra's medical systems are in North America. Sectra's growth in this market was 16% over the past year, despite the US market being negatively impacted by the global financial crisis. Sectra's expansion in the US was attributable to securing service and support contracts, greater market presence and the fact that the company's visibility increased among US customers.
Secure Communication Systems
Cooperation among EU countries is increasing both in terms of government authorities and defense. This means that customers are prioritizing purchases that support international cooperation. Common standards have been developed for how EU-classified information must be protected. Sectra was the first in the market to launch an EU-approved crypto product for mobile voice communications with the security level SECRET UE. During the 2008/2009 fiscal year, NATO's military committee certified the Tiger XS at the highest security level, NATO SECRET. Having double security approval gives Sectra a unique position in the European market.
Sales and earnings
Group
Net sales for the fiscal year were up 16.2% to SEK 863.3 million (742.9). The increase compared with a year earlier was a result of higher deliveries on international markets. Revenues from markets outside Sweden rose 22.1% to SEK 605.7 million (496.1) and account for 70.2% (66.8) of total consolidated net sales.
Profit after net financial items rose to SEK 71.4 million (79.8), corresponding to a profit margin of 8.3% (10.7). The decline compared with the preceding fiscal year was attributable mainly to the Group being charged with long-term customer financing to a greater extent than last year. Earnings continue to be impacted by the expansion within the Medical Systems business area. Profit after tax amounted to SEK 50.5 million (50.5). Earnings per share amounted to SEK 1.37 (1.37).
Sales in international markets are primarily in USD and EUR, which means that consolidated net financial items were impacted by fluctuations in these currencies. During the fiscal year, both the USD and EUR strengthened against SEK. These currency changes had a positive impact of SEK 41.7 million on consolidated net financial items. For further information about currency exposure, see Note 26 and 27.
Medical Systems
Net sales of Medical Systems increased by 22.8% to SEK 810.1 million (659.6). The increase was a result of Sectra's investments in expansion in strategic markets, which resulted in several large orders and an increase in the number of deliveries and service contracts. Sectra's mammography operations account for SEK 86.3 million (54.9) of sales during the fiscal year.
Operating profit for the fiscal year amounted to SEK 44.7 million (65.0), corresponding to an operating margin of 5.5% (10.0). As in the preceding fiscal year, the operation was charged with costs for the expansion of Sectra's international sales and support organization and investments within the mammography area. An increased share of direct sales and sales of mammography equipment also implies a business mix with lower margins than software sales through partners, which were previously a significant part of the business mix. The Mammography product division posted a loss of SEK 96.6 million (loss: 68.5) for the period.
Secure Communication Systems
Net sales of Secure Communication Systems amounted to SEK 90.3 million (95.3). Most sales pertained to sales of Tiger products, development assignments and customer-specific products.
Operating profit amounted to SEK 13.5 million (13.8), corresponding to an operating margin of 15.0% (14.5).
Parent Company
The Parent Company includes the head office functions for Group finances and data administration, as well as stock market, equity and investor-related activities.
The Parent Company's net sales for the fiscal year amounted to SEK 23.6 million (24.2). Profit after net financial items amounted to SEK 216.2 million (189.1).
Seasonal variations
Sectra's business traditionally shows seasonal variations. Most invoicing and earnings normally occur during the third and fourth quarters. This pattern also applied in the past fiscal year.
Significant events
Medical Systems
- Strengthening of Medical System's sales and support organization internationally, which has made it possible to increase sales and secure a number of large service and support contracts. The largest contract was signed with Northern Ireland's health department and comprises a multiyear agreement to supply imaging systems to all public hospitals in Northern Ireland.
- Increased production capacity and sales of the Sectra MicroDose Mammography system. During the fiscal year, 52 mammography systems were installed, an increase of 50% compared with the preceding year.
- Sectra's PACS is ranked in second place in terms of medical imaging systems in the categories of mid-size hospitals and independent Xray clinics in a US customer survey compiled by the analyst company KLAS.
Secure Communication Systems
- Security approval from NATO at the highest security level, NATO SECRET. Combined with the current EU approval, Sectra has double security approvals and a unique position in the European market.
- The subscription service for secure voice communications in The Netherlands was additionally successful during the fiscal year and the number of subscribers has tripled.
- Increased market coverage in the European government market. Sectra's Tiger products are currently used by government authorities and defense in more than half of the 27 EU member countries.
After the closing date
As of the date of the signing of this annual report, no significant events had occurred after the year-end closing date.
Liquidity and financial position
Sectra has a stable financial position. The Group's equity ratio at April 30, 2009 was 59.4% (56.9), with a liquidity multiple of 2.0 (2.2). The company's interest-bearing liabilities amounted at the end of the period to SEK 46.3 million (57.6), of which SEK 45.4 million (56.6) pertains to convertible debentures.
Investments
Group investments for the fiscal year totaled SEK 67.7 million (82.6). Investments in intangible assets pertained mainly to capitalized development costs, which totaled SEK 39.1 million (57.8) for the fiscal year. The capitalized development costs totaled SEK 197.6 million (186.2) at April 30, 2009. Investments in tangible assets refer mainly to customer financed projects for the fiscal year.
Research and development
The Sectra Group continuously invests major resources in research and development in fields related to the company's niche markets. Research and development are conducted both in-house and in cooperation with customers and partners. During 2008/2009, SEK 39.1 million (57.8) of Sectra's development costs for standard products was capitalized as intangible assets in the balance sheet. Customer-related costs for the development of new products and functions are included in project costs and expensed in the income statement. Direct research expenditures are not tangible and, accordingly, no separate reporting of total expenditures is made.
Environmental information
Sectra primarily develops and sells software and, to a lesser extent, physical products. The Group's operations are not subject to licensing or reporting requirements under the Swedish Environmental Code. Sectra's products and in-house production produce a negligible environmental impact.
The digital radiology systems that Sectra develops offer a major benefit from an environmental standpoint, since the introduction of digital technology contributes to reducing the use of film and chemicals, which have a significant environmental impact.
Risks, risk management and sensitivity analysis
Through its operations, the Group is exposed to various types of operational and financial risks. See Note 27 for further information.
The Sectra share
At April 30, 2009, Sectra's share capital totaled SEK 36,842,088 distributed among 36,842,088 shares. Of these, 2,620,692 were Class A and 34,221,396 were Class B shares. All shares carry equal rights to the company's assets and profits. A Class A share carries ten votes, and a B share carries one vote.
At full conversion and exercise of issued incentive programs 2007/2010 and 2008/2011, the number of shares will increase by 460,500, corresponding to 1.2% of the share capital and 0.8% of the voting rights. After dilution, the number of shares will amount to 37,302,588.
According to Sectra's assessment, dilution of the 2006/2009 incentive program is expected to be zero, since the conversion price amounts to SEK 86.70. See Note 2 on page 40 for information regarding outstanding incentive programs.
At April 30, 2009, Sectra had 5,742 shareholders. The largest owners are Jan-Olof Brüer and Torbjörn Kronander, who with family members and through companies each represent 16.9% of the voting rights in Sectra. For further information about the ownership structure, see the section on the Sectra share on page 8.
The company's Articles of Association contain a clause on right of first refusal for Class A shares. No other agreements between shareholders entailing restrictions on the transfer of shares are known to the company. Neither are there any agreements to which the company is a party that would take effect if control of the company was to change through a public purchase offer.
According to the Articles of Association, members of the Board of Directors are elected annually by the Annual General Meeting. The Articles of Association do not contain any restrictions regarding appointment or dismissal of Board members or changes in the Articles of Association. Decisions must be taken in accordance with the Swedish Companies Act.
Incentive programs
During the fiscal year, Sectra redeemed all convertible debentures issued to employees and external Board members in 2005/2006. In total, SEK 11.7 million was paid on the loan's maturity date of June 15, 2008.
Sectra's employees in the US subscribed for additional employee stock options during the year. If these options are fully exercised, the employees will acquire 90,000 Class B shares in Sectra, corresponding to 0.2% of the share capital and 0.2% of the voting rights. Employee stock options issued to employees in US operations during the 2005/2006 fiscal year corresponding to 40,000 Class B shares matured during the year. No redemption took place.
Similar option and convertible debenture programs existed previously. See Note 2 for further information.
Warrants
In conjunction with the acquisition of Sectra Mamea AB in April 2004, the Annual General Meeting approved the issue of a maximum of 900,000 subscription warrants as future payment of the purchase price in the purchase agreement with the company's founders. The warrants can be exercised up until May 31, 2015. However, no subscription warrants had been issued as of April 30, 2009.
Authorizations
The 2008 Annual General Meeting granted authorization to the Board of Directors up until the next Annual General Meeting to issue new shares corresponding to at most 10% of the share capital. The objective was to enable a new share issue to finance market investments and the acquisition of companies or operations, to guarantee the costs arising as a result of the company's incentive programs and to be able to constantly adapt the company's capital structure. As of the closing date, the Board of Directors had not utilized this authorization.
The 2008 Annual General Meeting also decided that the company would have the right to repurchase up to 10% of the company's own shares up until the next Annual General Meeting. As of the closing date, the Board of Directors had not utilized this authorization.
Employees
As of the closing date, Sectra had 577 (506) employees with permanent employment, of whom 27.0% (27.0) were women. Personnel turnover was 13.6% (11.7).
Leading-edge expertise, commitment and well-being among employees are prerequisites for achieving success. Sectra's motto is "to employ based on attitude and ability and train for skills," meaning that considerable importance is placed on skills enhancement. The company works proactively with the work environment and health issues by offering medical checkups, fitness programs and training opportunities. This results in very low absence due to illness of less than 1.1%. Sectra works continuously to promote equality to achieve an equal gender distribution and diversity. Employees from some thirty countries work at Sectra and contribute experience from different cultures and environments. For further information, see Note 2.
Guidelines for compensation to senior executives
The 2008 Annual General Meeting adopted principles according to the guidelines developed by the Board of Directors for remuneration and other terms of employment for company management. Company management comprises the President and other members of Group Management. Remuneration to company management shall be based on market terms while at the same time supporting shareholders' interests. Remuneration shall primarily consist of fixed salary, variable salary, pension benefits and other benefits, such as a company car. Pension benefits shall be defined-contribution.
Fixed salary shall be established taking into account expertise, area of responsibility and performance and must be based on market terms. Variable salary shall be based on performance and is maximized as a percentage of the fixed annual salary that is at most 50%. The notice period for termination of employment by the employee may be at most 12 months. If employment is terminated by the company, the total termination period and the time during which severance pay is received may be at most 12 months.
Board members with special expertise that perform services for the
company beyond the scope of the Board assignment shall be able to receive a fee on market terms. Decisions on such fees shall be taken by the Board of Directors. The Board member in question may not participate in consideration or approval of the fee.
The guidelines apply for new contracts signed or amended after the Annual General Meeting. The Board of Directors is authorized to deviate from the established guidelines if there are reasons for so doing in an individual case.
The Board of Directors proposes that the 2009 Annual General Meeting resolve regarding remuneration to senior executives according to the same principles as in the preceding year:
- That variable salary is maximized at 50% of the fixed annual salary.
- That the total of the termination period and the period during which severance pay is received shall be at most 12 months when employment is terminated by the company.
- That the pension premium is maximized at 25% of fixed and variable salary.
Outlook
Sectra has a strong technology platform. The products and system solutions that Sectra develops are aimed at markets with high growth potential. The company's strong position in the home market provides a solid platform for ongoing international expansion.
Sectra's profitability target is to achieve a profit margin of more than 10% and the Board's assessment is that Sectra will continue to expand with good profitability in the long term. However, the Board of Directors believes that profitability will continue to be impacted by increased costs resulting from increased direct sales and the company's investments in the international expansion of the sales and support organization and investments in the area of mammography.
The markets for Sectra's medical systems are impacted by the global economic downturn, but it is difficult to assess how customers' demands will change in the short term.
Approval of financial statement
Pursuant to a Board decision made on May 25, 2009, the consolidated financial statements have been approved for publication and will be presented to the Annual General Meeting for adoption on June 26, 2009.
Board's statement concerning repurchase and transfer
of the company´s own shares
See Note 29 for the Board's statement.
Proposed appropriation of profits
For the 2008/2009 fiscal year, the Board of Directors proposes a dividend of SEK 0 per share. The Board of Directors and the President propose that the unappropriated earnings of SEK 218,798,783 be carried forward.
Board of Directors' affirmation
We believe that the consolidated accounts and the annual report were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and generally accepted accounting practices and present a fair picture of the Group's and the Parent Company's financial position and earnings.
The Board of Directors' report for the Group and the Parent Company presents a fair summary of the Group's and the Parent Company's operations, financial position and earnings and describes the significant risks and uncertainty factors facing the Parent Company and the companies included in the Group.
Linköping May 28, 2009
Jan-Olof Brüer President and CEO
Carl-Erik Ridderstråle Torbjörn Kronander Chairman of the Board of Directors Board member
Board member Board member Board member
Karin Partain Mats Björnemo Employee representative Employee representative
Christer Nilsson Erika Söderberg Johnson Anders Persson
Our auditor's report was submitted on June 2, 2009 Grant Thornton Sweden AB Ivar Verner Authorized Public Accountant
THE GROUP
Consolidated income statements
| Amounts in SEK thousands | Note | 08/09 | 07/08 |
|---|---|---|---|
| Operating income | 1 | ||
| Net sales | 863,275 | 742,923 | |
| Capitalized work for own use | 39,059 | 57,847 | |
| Total income | 902,334 | 800,770 | |
| Operating expenses | |||
| Goods for resale | -213,746 | -175,991 | |
| Personnel costs | 2 | -427,688 | -349,929 |
| Other external costs | 3, 4 | -194,382 | -173,814 |
| Depreciation of machinery and equipment | 11 | -11,616 | -7,207 |
| Amortization of intangible assets | 10 | -33,487 | -14,130 |
| Total operating expenses | -880,919 | -721,071 | |
| Operating profit | 21,415 | 79,699 | |
| Financial investments | |||
| Interest income and similar items | 6 | 51,958 | 12,396 |
| Interest expenses and similar items | 7 | -1,979 | -12,316 |
| Net financial items | 49,979 | 80 | |
| Profit after financial items | 71,394 | 79,779 | |
| Tax | 9 | -20,938 | -29,315 |
| Net profit for the year | 50,456 | 50,464 | |
| Attributable to | |||
| Parent Company's shareholders | 50,456 | 50,464 | |
| Minority interest | - | - | |
| Earnings per share, SEK | |||
| Before dilution | 1.37 | 1.37 | |
| After dilution | 1.35 | 1.34 | |
| Dividend per share, SEK 1 | 0.00 | 0.50 | |
| No. of shares at year-end | |||
| Before dilution | 36,842,088 | 36,842,088 | |
| After dilution | 2 | 37,302,588 | 37,559,388 |
| Average no. of shares, before dilution | 36,842,088 | 36,832,271 | |
| Average no. of shares, after dilution | 2 | 37,533,788 | 37,594,096 |
Group cash-flow statements
| Amounts in SEK thousands | Note | 08/09 | 07/08 |
|---|---|---|---|
| CURRENT OPERATIONS | |||
| Operating profit | 21,415 | 79,699 | |
| Adjustment for items not included in cash flow | 24 | 85,488 | 19,733 |
| Interest received | 10,271 | 11,468 | |
| Interest paid | -1,979 | -2,292 | |
| Income tax paid | -21,158 | -24,831 | |
| Cash flow from current operations | |||
| before changes in working capital | 94,037 | 83,777 | |
| Changes in working capital | |||
| Change in invantories | -17,099 | -16,827 | |
| Change in receivables | -59,431 | -126,158 | |
| Change in current liabilities | -2,423 | 67,885 | |
| Cash flow from current operations | 15,084 | 8,677 | |
| INVESTMENT ACTIVITY | |||
| Acquisitions of fixed assets | -67,714 | -82,633 | |
| Sales of equipment | - | 481 | |
| Cash flow from investment activity | -67,714 | -82,152 | |
| FINANCING ACTIVITY | |||
| Sales of shares | - | 1,974 | |
| Change in convertibles | -11,745 | 10,697 | |
| Change in long-term receivables | 23,028 | -24,430 | |
| Change in long-term liabilities | -18,437 | 126 | |
| Dividend to shareholders | -18,421 | -18,421 | |
| Cash flow from financing activity | -25,575 | -30,054 | |
| Cash flow for the year | -78,205 | -103,529 | |
| Cash and cash equivalents at start of year | 288,358 | 385,150 | |
| Exchange rate diff. in cash and cash equivalents | -25,871 | 6,737 | |
| Cash and cash equivalents at year-end | 17 | 184,282 | 288,358 |
| Unutilized credit facilities | 15,000 | 15,000 |
1 Dividend proposed by the Board of Directors for 2008/2009.
Consolidated balance sheets
| Amounts in SEK thousands | Note | 30 April 09 | 30 April 08 |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Intangible assets | 10 | 227,216 | 217,637 |
| Machinery and equipment | 11 | 44,941 | 24,060 |
| Long-term investments | 13, 26 | 24,614 | 45,515 |
| Total fixed assets | 296,771 | 287,212 | |
| Current assets | |||
| Inventories | 14 | 84,794 | 60,055 |
| Accounts receivable | 15, 27 | 228,117 | 231,817 |
| Current tax assets | 11,837 | 11,103 | |
| Other receivables | 8,307 | 12,889 | |
| Prepaid expenses and accrued income | 16 | 173,047 | 72,206 |
| Short-term investments | 13, 26 | 21,000 | 22,300 |
| Cash and cash equivalents | 17 | 184,282 | 288,358 |
| Total current assets | 711,384 | 698,728 | |
| TOTAL ASSETS | 1,008,155 | 985,940 |
| EQUITY AND LIABILITIES | |||
|---|---|---|---|
| Shareholders' equity | |||
| Share capital | 36,842 | 36,842 | |
| Other capital supplied | 296,526 | 296,526 | |
| Reserves | 18,664 | 11,562 | |
| Retained earnings incl. profit for the year | 247,082 | 215,740 | |
| Total shareholders' equity | 599,114 | 560,670 | |
| Long-term liabilities | |||
| Provisions | 19 | 6,491 | 17,718 |
| Deferred tax liability | 19 | 23,984 | 28,659 |
| Debts to financial institutions | 20 | 95 | 112 |
| Other long-term liabilities | 21 | 23,067 | 51,747 |
| Total long-term liabilities | 53,637 | 98,236 | |
| Current liabilities | |||
| Accounts payable | 47,262 | 41,255 | |
| Current tax liability | 19,130 | 14,437 | |
| Other current liabilities | 21 | 45,489 | 32,934 |
| Accrued expenses and deferred income | 22 | 243,523 | 238,408 |
| Total current liabilities | 355,404 | 327,034 | |
| TOTAL EQUITY AND LIABILITIES | 1,008,155 | 985,940 |
Amounts in SEK thousands Note 30 April 09 30 April 08
Pledged assets and contingent liabilities, see Note 23.
Changes in Group equity
| Reserves | ||||||
|---|---|---|---|---|---|---|
| Amounts in SEK thousands | Share capital | Other contributed capital |
Translation reserve |
Other reserves |
Retained earnings incl. profit for the year |
Total equity |
| Equity as of May 1, 2007 | 36,783 | 292,388 | -418 | 6,955 | 183,698 | 519,406 |
| Exchange rate differences | - | - | 1,370 | - | - | 1,370 |
| Present value difference | - | - | - | 213 | - | 213 |
| Total changes in capital recognized directly in equity, | ||||||
| excl. transactions with the company's owner | 0 | 0 | 1,370 | 213 | 0 | 1,583 |
| Net earnings for the year | - | - | - | - | 50,463 | 50,463 |
| Total changes in capital excl. | ||||||
| transactions with the company's owner | 0 | 0 | 1,370 | 213 | 50,463 | 52,046 |
| New issues of shares | 59 | 4,138 | - | - | - | 4,197 |
| Share-based payments | - | - | - | 3,442 | - | 3,442 |
| Dividend | - | - | - | - | -18,421 | -18,421 |
| Equity as of April 30, 2008 | 36,842 | 296,526 | 952 | 10,610 | 215,740 | 560,670 |
| Exchange rate differences | - | - | 760 | 4,563 | -154 | 5,169 |
| Present value difference | - | - | - | - | -539 | -539 |
| Total changes in capital recognized directly in equity, | ||||||
| excl. transactions with the company's owner | 0 | 0 | 760 | 4,563 | -693 | 4,630 |
| Net earnings for the year | - | - | - | - | 50,456 | 50,456 |
| Total changes in capital excl. | ||||||
| transactions with the company's owner | 0 | 0 | 760 | 4,563 | 49,763 | 55,086 |
| Share-based payments | - | - | - | 1,779 | - | 1,779 |
| Dividend | - | - | - | - | -18,421 | -18,421 |
| Equity as of April 30, 2009 | 36,842 | 296,526 | 1,712 | 16,952 | 247,082 | 599,114 |
There are no minority interests within the Sectra Group.
PARENT COMPANY
Income statements
| Amounts in SEK thousands | Note | 08/09 | 07/08 |
|---|---|---|---|
| Operating income | 1 | ||
| Net sales | 23,643 | 24,175 | |
| Operating expenses | |||
| Personnel costs | 2 | -11,080 | -8,859 |
| Other external costs | -21,501 | -11,873 | |
| Depreciation of tangible assets | 11 | -470 | -517 |
| Operating profit | -9,408 | 2,926 | |
| Result from financial investments | |||
| Income from participations in Group comp. | 5 | 213,039 | 181,695 |
| Interest income and similar items | 6 | 14,503 | 9,176 |
| Interest expenses and similar items | 7 | -1,907 | -4,671 |
| Profit after financial items | 216,227 | 189,126 | |
| Appropriations | 8 | -10,677 | -10,221 |
| Profit before tax | 205,550 | 178,905 | |
| Tax on income for the year | 9 | -58,112 | -49,986 |
| Net profit for the year | 147,438 | 128,919 |
Cash-flow statements
| Amounts in SEK thousands | Note | 08/09 | 07/08 |
|---|---|---|---|
| CURRENT OPERATIONS | |||
| Operating profit | -9,408 | 2,925 | |
| Adjustment for items not included in cash flow | 24 | 6,815 | -2,084 |
| Interest received | 43,304 | 41,263 | |
| Interest paid | -16,252 | -15,390 | |
| Income tax paid | -15,375 | -13,025 | |
| Cash flow from current operations | |||
| before changes in working capital | 9,084 | 13,689 | |
| Changes in working capital | |||
| Change in receivables | 380,243 | -211,040 | |
| Change in current liabilities | 150,443 | 99,966 | |
| Cash flow from current operations | 539,770 | -97,385 | |
| INVESTMENT ACTIVITY | |||
| Acquisitions of fixed assets | -842 | -514 | |
| Cash flow from investment activity | -842 | -514 | |
| FINANCING ACTIVITY | |||
| Sales of shares | - | 4,196 | |
| Change in convertibles | -11,745 | 10,697 | |
| Change in long-term receivables | 23,002 | 15,176 | |
| Change in long-term liabilities | -76,675 | -24,694 | |
| Dividend to shareholders | -18,421 | -18,421 | |
| Received Group contributions | 64,960 | 57,000 | |
| Cash flow from financing activity | -18,879 | 43,954 | |
| Cash flow for the year | 520,049 | -53,945 | |
| Cash and cash equivalents at start of year | 202,823 | 256,768 | |
| Cash and cash equivalents at year-end | 722,872 | 202,823 | |
| Unutilized credit facilities | 15,000 | 15,000 |
Balance sheets
| Amounts in SEK thousands | Note | 30 April 09 30 April 08 | |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Machinery and equipment | 11 | 1,915 | 1,543 |
| Participations in Group companies | 12 | 13,978 | 13,978 |
| Long-term investments | 13 | 22,039 | 43,039 |
| Total fixed assets | 37,932 | 58,560 | |
| Current assets | |||
| Accounts receivable from Group companies | 398,030 | 718,046 | |
| Other receivables | 2,467 | 2,693 | |
| Prepaid expenses and accrued income | 16 | 2,863 | 3,391 |
| Short-term investments | 13 | 21,000 | 22,300 |
| Cash and cash equivalents | 17 | 722,872 | 202,823 |
| Total current assets | 1,147,232 | 949,253 | |
| TOTAL ASSETS | 1,185,164 | 1,007,813 |
Pledged assets and contingent liabilities
| 090430 | 080430 | |
|---|---|---|
| Pledged assets | 11,000 | 11,000 |
| Total pledged assets | 11,000 | 11,000 |
| Guarantees on behalf of group companies | 368,396 | - |
| Total contingent liabilities | 368,396 | - |
| Amounts in SEK thousands | Note | 30 April 09 | 30 April 08 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Shareholders' equity | |||
| Restricted equity | |||
| Share capital | 36,842 | 36,842 | |
| Share premium reserve | 226,456 | 226,456 | |
| Total restricted equity | 263,298 | 263,298 | |
| Unrestricted equity | |||
| Retained earnings | 71,360 | 52,655 | |
| Profit for the year | 147,438 | 128,919 | |
| Total unrestricted equity | 218,798 | 181,574 | |
| Total shareholders' equity | 482,096 | 444,872 | |
| Untaxed reserves | 18 | 113,536 | 102,859 |
| Long-term liabilities | |||
| Other long-term liabilities | 21 | 22,262 | 44,854 |
| Total long-term liabilities | 22,262 | 44,854 | |
| Current liabilities | |||
| Accounts payable | 604 | 1,071 | |
| Liabilities to Group companies | 526,736 | 393,965 | |
| Current tax liability | 12,783 | 5,533 | |
| Other current liabilities | 21 | 23,523 | 12,168 |
| Accrued expenses and deferred income | 22 | 3,624 | 2,491 |
| Total current liabilities | 567,270 | 415,228 | |
| TOTAL EQUITY AND LIABILITIES | 1,185,164 | 1,007,813 |
Changes in Parent Company equity
| Amounts in SEK thousands | Share capital | Statutory reserve | Unrestricted equity | Total equity |
|---|---|---|---|---|
| Equity as of May 1, 2007 | 36,783 | 226,456 | 142,326 | 405,565 |
| Group contributions paid | - | - | -105,000 | -105,000 |
| Tax effect | - | - | 29,400 | 29,400 |
| Present value difference | - | - | 212 | 212 |
| Total changes in capital recognized directly in equity, | ||||
| excl. transactions with the company's owner | 0 | 0 | -75,388 | -75,388 |
| Net earnings for the year | - | - | 128,919 | 128,919 |
| Total changes in capital excl. | ||||
| transactions with the company's owner | 0 | 0 | 53,531 | 53,531 |
| New issues of shares | 59 | - | 4,138 | 4,197 |
| Dividend | - | - | -18,421 | -18,421 |
| Equity as of April 30, 2008 | 36,842 | 226,456 | 181,574 | 444,872 |
| Group contributions paid | - | - | -126,740 | -126,740 |
| Tax effect | - | - | 35,487 | 35,487 |
| Present value difference | - | - | -540 | -540 |
| Total changes in capital recognized directly in equity, | ||||
| excl. transactions with the company's owner | 0 | 0 | -91,793 | -91,793 |
| Net earnings for the year | - | - | 147,438 | 147,438 |
| Total changes in capital excl. | ||||
| transactions with the company's owner | 0 | 0 | 55,645 | 55,645 |
| Dividend | - | - | -18,421 | -18,421 |
| Equity as of April 30, 2009 | 36,842 | 226,456 | 218,798 | 482,096 |
ACCOUNTING PRINCIPLES
General accounting principles
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and statements issued by the International Financial Reporting Interpretations Committee (IFRIC) that have been approved by the European Commission for application within the EU. Changes made to the present and new standards during the year have not been applied retroactively within the Group. In addition, the Swedish Financial Accounting Standards Council's recommendation RFR 1.1 "Supplemental accounting rules for groups" has been applied.
During the year, IFRIC 12 "Service Concession Arrangements" and IFRIC 14/IAS 19 "The Limit on a Defined- Benefit Asset, Minimum Funding Requirements and their Interaction" came into effect. Amendments in accordance with IAS 39 and IFRS 7 "Reclassification of financial assets" also came into effect. These changes had no impact on the Group's financial reports.
IFRS 8 "Operating Segments" will be effective from fiscal year 2009/2010. The application of the standard will have no impact on the allocation of operating segments in the Group's financial reports. Changes in accordance with IAS 1 "Presentation of Financial Statements" entail changes in the presentation of financial statements and will be effective from fiscal year 2009/2010.
Changes in IAS 23 "Borrowing Costs" stipulate that borrowing costs directly attributable to assets that require substantial time to prepare for their intended use must be capitalized. The changes currently have no impact on the Group's financial statements.
The Parent Company applies the same accounting principles as the Group, as well as Swedish law and recommendation RFR 2.2 "Accounting for legal entities." This means that the EU-approved IFRS rules and pronouncements are applied as far as possible within the framework of the Annual Accounts Act and Swedish taxation practice. The rules for valuation and clarification follow IFRS and are the same as those applied in the Group, except that the arrangement follows the Annual Accounts Act and may thus deviate from IFRS in certain cases. Untaxed reserves and appropriations are also reported in the Parent Company in accordance with Swedish law.
All amounts in the text and tables in the Notes are in SEK thousands, unless stated otherwise.
Basis for preparation of the reports
Assets, provisions and liabilities are valued at the acquisition value or par value unless stated otherwise in the notes that follow. The preparation of financial reports in accordance with IFRS requires that the Group use accounting assumptions and estimates for the future. The most important estimates and judgments are presented in Note 25.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared using the acquisition method, and cover those companies in which the Parent Company, directly or through subsidiaries, exerts a determining influence. A determining influence normally applies when more than 50% of the vote-carrying shares in a subsidiary have been acquired. When acquisitions are made, the acquired companies are absorbed into the Group as of their acquisition date. The acquisition value of the subsidiary's shares is determined by means of an acquisition analysis conducted at the time of the acquisition. The acquisition value for the Group comprises the purchase price and transaction costs directly attributable to the acquisition. The difference between the acquisition cost for the subsidiary's shares and the estimated fair value of the acquired net assets at the time of the acquisition is reported as Group goodwill. The Group's internal receivables and liabilities, revenues and expenses, and unrealized gains or losses arising from transactions between Group companies have been eliminated in their entirety during preparation of the consolidated financial statements.
Minority interests are the portion of net assets and earnings that belong to other joint shareholders in a subsidiary. The minority share is taken up in Group earnings after tax and the share of net assets is reported in consolidated shareholders' equity.
Shareholdings in associated companies in which the Group holds not less than 20% and not more than 50% of the votes are reported using the equity method. The value of the associated company's shares is adjusted based on Sectra's share of net earnings after tax. In the consolidated income statement, the change in value is reported as "participations in the earnings of associated companies." As per balance sheet date Sectra had no minority interests or shares in associated companies.
Translation of foreign subsidiaries
Functional currency
The consolidated accounts are presented in SEK, which is the Parent Company's functional currency and reporting currency. Items in the financial reports for companies in the Group are valued in the currency used where the company has its main operations, that is, in its functional currency.
Transactions and balance-sheet items
Transactions in functional currencies are reported initially in the functional currency at the currency rate on the transaction date. Monetary assets and liabilities in foreign currencies are translated to the functional currency at the exchange rate prevailing on the closing date (year-end rate). Currency differences arising in payment of transactions in foreign currencies and in translation of monetary assets and liabilities at the year-end rate are reported in the income statement.
Group companies
The assets and liabilities of Group companies are translated at the year-end rate. The income statements are translated at the average rate during the reporting period. Any exchange-rate differences that arise are applied directly to Group equity.
Segment reporting
The primary segments comprise the Group's operational divisions, i.e. Medical Systems and Secure Communication Systems. "Other operations" mainly relates to the Parent Company's debiting for Group-wide services and asset management. Geographic regions are reported as secondary segments. Primary and secondary segments comprise services and products that are subject to risks different from those to which other operational divisions and geographic regions are subject.
Revenue recognition
The Group's revenues mainly derive from fixed-price projects, sales of products and licenses, and consulting work. Project-based income is reported based on the project's degree of completion at the balance sheet date. The degree of completion is calculated as the ratio between the expenses paid at the balance sheet date and the estimated total expenses. In cases where a loss is expected to occur on an uncompleted project, the entire anticipated loss is applied against earnings for the year. Revenues from sales of products and licenses are taken up as income at the time of delivery unless significant risks or obligations remain after delivery. Product sales that are delivered in project form are recognized as income in accordance with the degree of completion based on the accrued hours. Ongoing consulting services are taken up as income as the work is executed.
Pensions and post-retirement benefits to employees
The Sectra Group has defined-contribution pensions only, which means that the Group makes payments to various pension institutions on an ongoing basis. These pension payments are expensed currently and constitute the Group's pension costs for the year, which are reported under Personnel Costs. Sectra has no other pension obligations and is not responsible for any value changes in the paid-in premiums. This means that Sectra does not bear the risk when pensions are paid, and no pension obligations are taken up as liabilities in the balance sheet.
Intangible fixed assets
Intangible fixed assets are reported at their acquisition value, less depreciation and impairment losses. Individual assessments of value in use are conducted on an ongoing basis in order to identify any impairment need. If the reported value (carrying amount) exceeds the recoverable value, the differences are charged against earnings for the period on an ongoing basis as they arise. In the case of an asset that does not generate cash flows, the recoverable value is estimated for the cash-generating unit to which the asset belongs. The recoverable value is the higher of the asset's net selling price and its value in use. Value in use is calculated as the present value of future cash flows relating to specific assets. The amortization period for intangible fixed assets exceeds five years if the asset is expected to generate financial benefits, based on individual assessment, and has a period of use in excess of five years.
Capitalized development costs
Sectra develops proprietary software and equipment in the fields of medical equipment and secure communications. All research costs are expensed directly, and customer-related development costs are included in project costs, which are expensed at the time of revenue recognition. Internal development costs for standard products are capitalized and reported as intangible fixed assets to the extent that they are expected to generate financial benefits in the future. Additional requirements for capitalization are that project costs can be reliably estimated, that it is technically possible to complete the project, and that the Group has the necessary resources to complete development. Capitalized development costs are subject to straight-line amortization over the period of use per individual asset, although the maximum amortization period is 10 years.
Patents
Patent rights are reported at their acquisition value and subject to straight-line amortization over the assets' 10-year estimated period of use.
Trademarks and customer relations
Trademarks and customer relations pertain to acquisition-related assets. These rights are reported at their acquisition value and are subject to straight-line amortization over the assets' 10-year estimated period of use.
Goodwill
Group-level goodwill arises when the acquisition value of a subsidiary's shares exceeds the fair value of the Group's participations in the subsidiary's net assets at the time of acquisition. Following the first reporting occasion, goodwill that has arisen is valued at the acquisition value after deduction for any impairments. Goodwill is not amortized. Instead, each cash-generating unit is individually assessed on an ongoing basis to identify impairment requirements. When the purchase price of a subsidiary at acquisition is less than the value of the net assets in the acquired company, the difference is reported in the income statement.
Tangible fixed assets
Depreciation according to plan is based on the original acquisition value and estimated financial lifetime. The following depreciation periods are applied:
| Office furniture | 10 years |
|---|---|
| Equipment and office machines | 5 years |
| Personnel computers | 3 years |
Leasing
Through operational and financial leasing agreements, the company utilizes equipment, computers, cars and items for onward leasing, such as mammography equipment.
Leasing agreements comprising less significant amounts are classified as operational. At year-end 2008/2009, the Group had no financial leasing agreements.
Costs of operating leases are charged against net earnings for the year. These costs are reported as ongoing operating expenses in the income statement, and are spread over the entire term of the lease.
Borrowing costs
Borrowing costs are reported in the income statement during the period to which they pertain. Costs arising from the raising of a loan are distributed over the term of the loan if the costs are significant in relation to the amount borrowed.
Inventories
Inventories are reported at the lower of historical cost according to the FIFO method or fair market value. Estimated obsolescence has thus been taken into account. Costs for internally manufactured semifinished and finished goods consist of direct production costs plus a reasonable surcharge for indirect production costs.
Receivables
Receivables are reported at the amount expected to be collected, based upon individual assessment.
Reporting of tax
The Group's total tax comprises current tax and deferred tax. Deferred tax pertains to tax on temporary differences and loss carryforwards. Within the Group, deferred tax is calculated on untaxed reserves, loss carryforwards and internal profits. Current tax is calculated as the taxable surplus, including any adjustments for tax paid in previous years. Deferred tax assets pertaining to loss carryforwards are reported only if it is likely that future profits will arise that will entail lower tax in the future.
Financial instruments
The company classifies its financial assets and liabilities in the following categories: financial assets or liabilities at fair value in the income statement, investments held to maturity, accounts receivable and loan receivables and other financial liabilities.
Financial assets
Financial assets are recognized in the balance sheet when the company becomes party to the agreement, and removed when the agreement expires or the company loses control over the assets. Securities transactions are reported on the settlement date at their accrued historical cost. An impairment loss is reported in the event of a long-term decrease in the value of a security.
Financial assets valued at fair value in the income statement pertain to cash and cash equivalents and investments of surplus funds held for sale. Financial assets are classified in this category when they are acquired for the purpose of selling them in the short term. These assets are valued continuously at fair value, and changes in value are reported in the income statement.
Investments held to maturity pertain to investments in securities and other participations that all have fixed terms or fixed cash receipts or payments, and which the company intends and is able to hold to maturity. These financial assets are valued at their amortized cost. Surpluses or deficits are distributed over the lifetime of the instrument and any impairments are reported in the income statement.
Accounts receivables and loan receivables pertain to assets that are not derivatives or quantifiable payments and are not listed on an active market. These receivables are reported at accrued acquisition value. Any impairments are reported in the income statement.
Financial liabilities
Financial liabilities are recognized in the balance sheet when the invoice is received or when the company in another manner becomes party to the contractual obligations. A financial liability is removed from the balance sheet when the obligation specified is discharged and all liability expires. Loan debts are initially reported at par value after subtracting transaction costs. Adjustments are subsequently made for any over/undervaluation, with interest accrued over the term of the loan. Interest expenses are reported directly in the income statement.
Financial liabilities valued at fair value in the income statement pertain to liabilities held for sale and derivatives not classified for hedge accounting. The Group did not have any financial liabilities in this category during the fiscal year.
Other financial liabilities are valued at acquisition value and pertain to liabilities incurred for trading in and issuing convertible debentures. Convertible debentures are reported as combined financial instruments divided into a liability and an equity portion. The loan portion of convertible debenture loans is valued at fair value, discounting future cash flows at the market interest rate. The equity portion is calculated as the difference between the nominal value and the fair value of the loan.
Derivative instruments
Derivative instruments in the form of futures contracts are used within the Group to reduce risks associated with changes in exchange rates. The change in the value to adjust the underlying asset or liability is offset by the change in the value of the futures contract. These flows are offsetting and are not posted to the balance sheet. Futures premiums accrue over the term of the contract. There are no currency forwards or derivative instruments within the Sectra Group on the balance sheet date.
NOTES
Note 1 Segment reporting
Primary segments – operations
| Medical systems 1 | Secure Communi- cation Systems |
Other operations 2 | Eliminations 3 | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 08/09 | 07/08 | 08/09 | 07/08 | 08/09 | 07/08 | 08/09 | 07/08 | 08/09 | 07/08 | |
| Net sales | 810,113 | 659,608 | 90,253 | 95,308 | 36,071 | 22,936 | -73,162 | -34,929 | 863,275 | 742,923 |
| Depriciation | 40,491 | 19,201 | 256 | 244 | 4,356 | 1,893 | - | - | 45,103 | 21,337 |
| Operating profit | 44,721 | 65,050 | 13,492 | 13,779 | -8,047 | 4,256 | -28,751 | -3,386 | 21,415 | 79,699 |
| Assets | 722,264 | 1,084,735 | 54,800 | 69,747 | 1,204,372 | 1,081,162 | -973,281 | -1,249,704 | 1,008,155 | 985,940 |
| Liabilities | 670,594 | 1,042,068 | 49,572 | 65,866 | 628,749 | 551,716 | -939,874 | -1,234,380 | 409,041 | 425,270 |
| Investments | 38,715 | 81,182 | 3,946 | 1,237 | 25,053 | 514 | - | - | 67,714 | 82,634 |
| Secondary segments – geographic areas | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sweden | Rest of Europe | North America | Rest of world | Total | |||||||
| 08/09 | 07/08 | 08/09 | 07/08 | 08/09 | 07/08 | 08/09 | 07/08 | 08/09 | 07/08 | ||
| Net sales | 257,625 | 246,808 | 348,931 | 263,623 | 236,905 | 204,165 | 19,814 | 28,327 | 863,275 | 742,923 | |
| Assets | 761,058 | 737,838 | 171,035 | 193,031 | 64,048 | 38,448 | 12,014 | 16,623 | 1,008,155 | 985,940 | |
| Investments | 42,789 | 65,574 | 4,016 | 3,534 | 20,809 | 13,520 | 100 | 6 | 67,714 | 82,634 |
1 Sectra's mammography operations account for SEK 86.3 million (54.9) of sales and a loss of SEK 96.6 million (loss: 68.5) of operating profit during the fiscal year.
Other operations pertain to 65,6% (100) of the Parent Company's billing of Group-wide services and asset management.
3 100% of the Parent Company's total sales are referable to other companies within the group of companies to which the company belongs. Purchases from Group companies total 0%.
Note 2 Employees and personnel costs
Average number of employees and percentage of women
| 08/09 | 07/08 | ||||
|---|---|---|---|---|---|
| Total | of whom women |
Total | of whom women |
||
| Parent Company | |||||
| Sweden | 16 | 9 | 14 | 8 | |
| Group | |||||
| Australia | 13 | 3 | 9 | 2 | |
| Denmark | 4 | 0 | 4 | 1 | |
| Germany | 25 | 9 | 20 | 8 | |
| Italy | 0 | 0 | 1 | 0 | |
| Netherlands | 15 | 1 | 15 | 1 | |
| New Zealand | 2 | 0 | 1 | 0 | |
| Norway | 11 | 4 | 10 | 3 | |
| Spain | 10 | 5 | 9 | 5 | |
| Sweden | 335 | 93 | 315 | 84 | |
| UK | 33 | 10 | 17 | 6 | |
| US | 90 | 18 | 77 | 16 | |
| Group total | 538 | 143 | 478 | 126 |
The proportion of women Board members including employee representatives on the Boards of Directors of all Group companies amounted to 17% (12), and on the Parent Company's Board of Directors to 25% (29). The proportion of women in the Group's management groups, including company presidents, amounted to 21% (21), and in Group management to 20% (20).
Salaries and other remuneration
| 08/09 | 07/08 | ||||||
|---|---|---|---|---|---|---|---|
| Board of Directors | Other | Board of Dir. | Other | ||||
| and President | employees | and Pres. | employees | ||||
| Parent Company | |||||||
| Sweden | 1,924 | 4,930 | 1,509 | 3,968 | |||
| Group | |||||||
| Australia | 1,089 | 8,271 | 1,118 | 4,616 | |||
| Denmark | 1,052 | 2,291 | 752 | 2,452 | |||
| Germany | 1,353 | 12,912 | 1,136 | 9,972 | |||
| Italy | - | - | 1,592 | - | |||
| Netherlands | 1,720 | 7,631 | 1,378 | 6,006 | |||
| New Zealand | - | 814 | - | 557 | |||
| Norway | 830 | 7,453 | 963 | 7,590 | |||
| Spain | 1,048 | 3,358 | 838 | 2,821 | |||
| Sweden | 6,269 | 144,332 | 4,271 | 131,419 | |||
| UK | 1,773 | 19,539 | 1,449 | 8,902 | |||
| US | 3,180 | 84,640 | 2,397 | 60,693 | |||
| Group total | 18,314 | 291,241 | 15,894 | 235,028 |
Social costs
| 08/09 | 07/08 | |||||||
|---|---|---|---|---|---|---|---|---|
| Board and | of which, | Other | of which, | Board and | of which, | Other | of which, | |
| President | pension | emplyees | pension | President | pension | employees | pension | |
| costs | costs | costs | costs | |||||
| Parent Company | ||||||||
| Sweden | 857 | 263 | 2,165 | 467 | 666 | 194 | 1,780 | 413 |
| Group | ||||||||
| Australia | 100 | 100 | 686 | 553 | 119 | 119 | 414 | 414 |
| Denmark | 199 | 115 | 274 | 247 | 80 | 77 | 154 | 132 |
| Germany | 265 | 244 | 2,656 | 1,170 | 102 | 56 | 2,346 | 1,257 |
| Italy | - | - | - | - | 549 | 549 | - | - |
| Netherlands | 275 | 101 | 1,180 | 173 | 251 | 94 | 1,025 | 187 |
| New Zealand | - | - | 13 | - | - | - | - | - |
| Norway | 179 | 63 | 1,331 | 243 | 138 | 51 | 1,024 | 662 |
| Spain | 193 | - | 621 | - | 102 | - | 503 | - |
| Sweden | 3,266 | 1,080 | 64,743 | 15,100 | 2,317 | 803 | 60,182 | 13,583 |
| UK | 288 | 72 | 2,875 | 683 | 52 | 52 | 427 | 323 |
| US | 198 | 103 | 14,888 | 1,949 | 225 | 64 | 10,611 | 1,523 |
| Group total | 4,963 | 1,878 | 89,267 | 20,118 | 3,935 | 1,865 | 76,686 | 18,081 |
Absence due to illness
% of regular work hours
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 08/09 07/08 | 08/09 07/08 | ||||
| Total | |||||
| All employees | 1.1 | 0.9 | 1.5 | 0.6 | |
| Of which, proportion of | |||||
| absences 60 days or longer | 10.9 | 1.5 | 0.0 | 0.0 | |
| By group | |||||
| Women | 1.5 | 1.2 | 1.6 | 1.0 | |
| Men | 1.0 | 0.8 | 1.4 | 0.0 | |
| Empl. 29 years and younger | 1.5 | 1.1 | 4.5 | 1.1 | |
| Empl. 30-49 years | 1.1 | 0.9 | 0.9 | 0.4 | |
| Empl. 50 years and older | 0.1 | 0.1 | 0.0 | 0.0 | |
Remuneration to the Board, President and other senior executives 2008/2009
| Board fee |
Basic salary |
Variable remuneration |
Other benefits |
Pension premiums |
Total | |
|---|---|---|---|---|---|---|
| Carl-Erik Ridderstråle, Board Chairman | 250 | - | - | - | - | 250 |
| Erika Söderberg Johnson | 150 | - | - | - | - | 150 |
| Torbjörn Kronander | - | 1,277 | - | - | 257 | 1,534 |
| Anders Persson | 150 | - | - | - | - | 150 |
| Christer Nilsson | 150 | - | - | - | - | 150 |
| Total remuneration to the Board | 700 | 1,277 | - | - | 257 | 2,234 |
| President/CEO | - | 1,244 | - | - | 263 | 1,507 |
| Other senior executives (4 persons) | - | 2,397 | - | - | 410 | 2,807 |
| Total remuneration to President | ||||||
| and other senior executives | - | 3,641 | - | - | 643 | 4,314 |
| Total | 700 | 4,918 | - | - | 930 | 6,548 |
Preparation and decision-making process
The Board's fee has been decided at the Annual General Meeting in accordance with the proposal of the Nomination Committee. Guidelines for remuneration to the President and other senior executives are determined at the Annual General Meeting. Remuneration to the President/CEO was considered by the remuneration committe and decided by the Board of Directors. The President/CEO considered and decided on the remuneration to the other senior executives.
Remuneration to the Board of Directors
Fees are paid to the Board Chairman and other external members in accordance with the decision of the Annual General Meeting. Internal Board members are not paid a fee. SEK 150,000 was paid in fees to external Board members in 2008/2009 and SEK 250,000 to the Chairman.
Remuneration to the President and other senior executives
Remuneration to the President/CEO and other senior executives is based on market terms and comprises basic salary, variable salary, other benefits and pension. The fixed salary is determined taking into account competence, areas of responsibility and performance. The variable salary is performancebased and maximized to a percentage of the fixed annual salary, which is a maximum of 50 percent. "Other senior executives" refers to the four individuals who, together with the President/CEO and Vice President/President Medical Systems, comprised the Group management during the fiscal year.
Terms of notice and severance pay
The company must give the President/CEO 18 months' notice of termination. The President/CEO must give the company six months' notice of resignation. The notice periods for other senior executives range from 12 to three months on the part of the company, and from six to three months on the part of the executives.
There are no special agreements regarding severance pay.
Pension
The retirement age for the President and other senior executives is 65 years. Pension benefits for the CEO and other senior executives are paid within the framework of the pension plan that applies to all employees, and which comprises defined-contribution and vested pensions.
Share-based remuneration
During the fiscal year, share-based remuneration was expensed in an amount of SEK 2,584 thousands (2,635), of which SEK 906 thousands (980) pertained to senior executives, including the President/CEO. Convertibles and options are valued at market rates based on the Black & Scholes calculation method.
Issued incentive programs
| Convertibles programs | 2006/2009 | 2007/2010 |
|---|---|---|
| Number of underlying Series B-shares | 266,800 | 270,500 |
| Cenversion rate, SEK | 86.70 | 82.30 |
| Exercise period | May 26-29, 2009 | May 24-28, 2010 |
| Time to expiration | June 15, 2009 | June 15, 2010 |
| Interest rate during time to expiration | 4% | 4% |
| Dilution upon full conversion, capital | 0.7% | 0.7% |
| Employee stock option programs | 2006/2009 | 2007/2010 | 2008/2011 |
|---|---|---|---|
| Number of underlying Series B-shares | 80,000 | 100,000 | 90,000 |
| Exercise price, SEK | 86.70 | 82.30 | 78.90 |
| Exercise period | May 26-29, 2009 | May 24-28, 2010 | May 23-27, 2011 |
| Number of options exercised at April 30, 2009 | 0 | 0 | 0 |
| Dilution at full exercise, capital | 0.2% | 0.3% | 0.2% |
The dilution resulting from the convertible debenture loan 2006/2009 (266,800) and the employee stock option program 2006/2009 (80,000) is expected to be zero according to the company's assessment, since the conversion rate for the debentures amounts to SEK 86.70. Accordingly, the convertible loan is calculated to be repaid at the maturity date on June 15, 2009.
Note 3 Fees to auditors
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 08/09 | 07/08 | 08/09 | 07/08 | ||
| Audit services | |||||
| Grant Thornton Sweden AB | 837 | 751 | 192 | 142 | |
| Other audit firms | 165 | 219 | - | - | |
| Consultation | |||||
| Grant Thornton Sweden AB | 1,540 | 435 | 1,364 | 74 | |
| Other audit firms | 375 | 501 | - | - | |
| Total | 2,917 | 1,906 | 1,556 | 216 |
Note 6 Interest income and similar items
| Group | Parent Company | |||
|---|---|---|---|---|
| 08/09 | 07/08 | 08/09 | 07/08 | |
| Other interest income | 10,241 | 12,375 | 7,590 | 9,155 |
| Dividend | 30 | 21 | 30 | 21 |
| Exchange difference | 41,687 | - | 6,883 | - |
| Total | 51,958 | 12,396 | 14,503 | 9,176 |
Note 4 Costs for operating leases
Annual leasing fees paid for operating leases totaled SEK 7,287 thousands (4,471). Agreed future leasing fees for operating leases are payable as shown below:
| Group | |||||
|---|---|---|---|---|---|
| 09/10 | 10/11 | 11/12 | 12/13 | ||
| Cars | 3,573 | 1,941 | 254 | - | |
| Other | 520 | 324 | 214 | 9 | |
| Subleased objects | 876 | 876 | 876 | - | |
| Total | 4,969 | 3,141 | 1,344 | 9 |
Total future leasing fees pertaining to non-terminable agreements for subleased objects amounted to SEK 2,628 thousands. Revenues during the financial year 2008/2009 pertaining to leasing items leased onward amounted to SEK 7,103 thousands.
Note 5 Income from participations in Group companies
| Parent Company | |||
|---|---|---|---|
| 08/09 | 07/08 | ||
| Group contributions | 191,700 | 162,000 | |
| Interest income | 35,684 | 33,015 | |
| Interest expenses | -14,345 | -13,320 | |
| Total | 213,039 | 181,695 |
Note 7 Interest expenses and similar items
| Group | Parent Company | ||
|---|---|---|---|
| 08/09 | 07/08 | 08/09 | 07/08 |
| 1,979 | 2,292 | 1,907 | 2,069 |
| - | 10,024 | - | 2,602 |
| 1,979 | 12,316 | 1,907 | 4,671 |
Note 8 Appropriations
| Parent Company | ||||
|---|---|---|---|---|
| 08/09 | 07/08 | |||
| Change in accrual fund | -10,700 | -10,381 | ||
| Change in excess depreciation | 23 | 160 | ||
| Total | -10,677 | -10,221 |
Note 9 Tax on net profit for the year
| Group | Parent Company | |||
|---|---|---|---|---|
| 08/09 | 07/08 | 08/09 | 07/08 | |
| Tax expenses | ||||
| Current tax expense | -25,411 | -26,323 | -22,625 | -20,586 |
| Deferred tax on temporary differences | 7,820 | - | -35,487 | -29,400 |
| Deferred tax for untaxed reserves | -3,347 | -2,992 | - | - |
| Total tax expense | -20,938 | -29,315 | -58,112 | -49,986 |
| Relationship between Group tax and reported tax per applicable tax rate | ||||
| Earnings before tax | 71,394 | 79,779 | 205,550 | 178,904 |
| Tax per applicable tax rate | -19,990 | -22,338 | -57,554 | -50,093 |
| Adjustment of tax for previous years | -495 | 413 | - | - |
| Tax effect due to amended tax rate | - | - | - | - |
| Tax effect of nondeductible expenses | -922 | -363 | -607 | -785 |
| Tax effect of nontaxable income | 198 | 1,451 | 49 | 892 |
| Change in temporary differences | 71 | -2,753 | - | - |
| Adjustment for tax in foreign subsidiaries | 200 | -5,725 | - | - |
| Tax on net profit for the year | -20,938 | -29,315 | -58,112 | -49,986 |
| Temporary differences in Sectra Group | ||||
| Deferred tax liability on untaxed reserves | 31,790 | 28,801 | ||
| Deferred tax liability on current assets | -7,806 | -142 | ||
| Deferred tax receivable on unutilized loss carryforwards | - | - | ||
| Net deferred tax liability | 23,984 | 28,659 |
The applicable tax rate for the Group is the tax rate that applies to the Parent Company, that is, 28%.
The unutilized loss carryforwards refer to foreign subsidiaries and amounted to SEK 18,823 thousands at April 30, 2009. The company's assessment is that the loss carryforwards cannot be utilized in their entirety during the next few years. There is no time limit to use the foreign loss carryforwards.
Note 10 Intangible assets
| Group | Capitalized development 1 |
Patents | Customer relations |
Brand | Total |
|---|---|---|---|---|---|
| Historical cost at start of year | 234,668 | 23,117 | 12,651 | 4,762 | 275,198 |
| Investments for the year | 57,847 | 5,242 | 9,173 | - | 72,262 |
| Cumulative historical cost at April 30, 2008 | 292,515 | 28,359 | 21,824 | 4,762 | 347,460 |
| Incoming amortization | 96,551 | 7,385 | 8,110 | 3,809 | 115,855 |
| Translation differences | -14 | - | -149 | - | -163 |
| Amortization for the year | 9,811 | 2,476 | 1,355 | 488 | 14,130 |
| Cumulative amortization at April 30, 2008 | 106,348 | 9,861 | 9,316 | 4,297 | 129,822 |
| Closing residual value at April 30, 2008 | 186,166 | 18,498 | 12,508 | 465 | 217,637 |
| Historical cost at start of year | 292,515 | 28,359 | 21,824 | 4,762 | 347,460 |
| Translation differences | - | 1,012 | 2,970 | - | 3,982 |
| Investments for the year | 39,059 | - | - | - | 39,059 |
| Write-down for the year | -7,917 | - | - | - | -7,917 |
| Cumulative historical cost at April 30, 2009 | 323,657 | 29,371 | 24,794 | 4,762 | 382,584 |
| Incoming amortization | 106,348 | 9,861 | 9,316 | 4,297 | 129,822 |
| Translation differences | - | - | -4 | - | -4 |
| Amortization for the year | 19,697 | 4,398 | 1,455 | - | 25,550 |
| Cumulative amortization at April 30, 2009 | 126,045 | 14,259 | 10,767 | 4,297 | 155,368 |
| Closing residual value at April 30, 2009 | 197,612 | 15,112 | 14,027 | 465 | 227,216 |
1 Capitalized development pertains to internally generated intangible assets in proprietary software and equipment for medical imaging management and secure communications. The largest projects in capitalized development pertained to systems for digital mammography comprising X-ray equipment. The remaining amortization period on larger projects is nine years. Other intangible assets are acquired.
Parent Company
The Parent Company held no intangible assets at April 30, 2009.
Note 11 Machinery and equipment
| Group | Parent Company | |||
|---|---|---|---|---|
| 30 April 09 | 30 April 08 | 30 April 09 | 30 April 08 | |
| Historical cost at start of year | 52,102 | 47,508 | 11,731 | 11,645 |
| Acquisition | 4,790 | - | - | - |
| Investments for the year | 28,534 | 10,372 | 846 | 514 |
| Sales/disposals for the year | -752 | -5,778 | -25 | -428 |
| Cumulative historical cost at year-end | 84,674 | 52,102 | 12,552 | 11,731 |
| Depreciation at start of year | 28,042 | 25,156 | 10,188 | 10,103 |
| Acquisition | 75 | - | - | - |
| Depreciation for the year | 11,616 | 7,207 | 470 | 517 |
| Sales/disposals for the year | - | -4,321 | -21 | -432 |
| Cumulative depreciation at year-end | 39,733 | 28,042 | 10,637 | 10,188 |
| Residual value according to plan | 44,941 | 24,060 | 1,915 | 1,543 |
| Total carrying amount | 44,941 | 24,060 | 1,915 | 1,543 |
Note 12 Participations in Group companies
| Organization | Reg. | No. of | Share of | Par | 30 April 09 Carrying |
30 April 08 Carrying |
|
|---|---|---|---|---|---|---|---|
| no. | office | shares | capital, % | value | amount | amount | |
| Parent Company | |||||||
| Sectra Imtec AB | 556250-8241 | Linköping, SE | 300,000 | 100% | 3,000 | 2,883 | 2,883 |
| Sectra Communications AB | 556291-3300 | Linköping, SE | 3,000,000 | 100% | 3,000 | 3,000 | 3,000 |
| Sectra Wireless Technologies AB | 556570-9325 | Linköping, SE | 3,000,000 | 100% | 3,000 | 8,000 | 8,000 |
| Sectra Secure Transmission AB | 556247-1283 | Linköping, SE | 100,000 | 100% | 100 | 95 | 95 |
| Ebberöd Capital, Inc. | 20-8912327 | Shelton, US | 1,000 | 100% | 0 | 0 | 0 |
| Ebberöd Capital Ltd | 06707408 Milton Keynes, UK | 1,000 | 100% | GBP 0.001 | 0 | 0 | |
| Total carrying amount | 13,978 | 13,978 | |||||
| Sectra Imtec AB | |||||||
| Sectra Skandinavien AB | 556483-9479 | Linköping, SE | 40,350 | 100% | 100 | 21,016 | 21,016 |
| Paxlink AB | 556572-3292 | Linköping, SE | 700 | 70% | 100 | 811 | 811 |
| Sectra Norge AS | 975 353 265 | Oslo, NO | 5,000 | 100% | NOK 500 | 283 | 283 |
| Sectra NA, Inc. | 06-1473851 | Shelton, US | 500 | 100% | USD 50 | 384 | 384 |
| Sectra GmbH | HR B 8546 | Aachen, DE | 500 | 100% | EUR 26 | 219 | 219 |
| Sectra Italia S.r.l. | 03185950965 | Milano, IT | 500 | 100% | EUR 50 | 453 | 453 |
| Sectra A/S | 26121361 | Herlev, DK | 5,000 | 100% | DKK 100 | 639 | 639 |
| Sectra Ltd | 4571654 Milton Keynes, UK | 1 | 100% | GBP 0.001 | 0 | 0 | |
| Sectra Pty Ltd | 105 376 190 | Sydney, AU | 1 | 100% | AUD 0.1 | 1 | 1 |
| Sectra New Zealand Ltd | 1539744 | Auckland, NZ | 1 | 100% | NZD 0.1 | 0 | 0 |
| Sectra Medical Systems SL | B84352749 | Madrid, ES | 500 | 100% | EUR 253 | 2,290 | 2,290 |
| Sectra Mamea AB 1 | 556570-7022 | Stockholm, SE | 107,616 | 100% | 183 | 152,161 | 152,161 |
| Sectra imaXperts BV 1 | 39069257 | Almere, NL | 500 | 100% | EUR 22.5 | 3,936 | 3,936 |
| Total carrying amount | 182,193 | 182,193 | |||||
| Sectra Communications AB | |||||||
| Sectra Communications Ltd | 4884887 | London, UK | 1 | 100% | GBP 0.001 | 0 | 0 |
| Sectra Communications BV | 27264295 | The Hague, NL | 1,800 | 100% | EUR 18 | 164 | 164 |
| Total carrying amount | 164 | 164 |
Any additional purchase price pertaining to the acquisition of Sectra Mamea AB on April 30, 2004 and Sectra imaXperts BV (formerly imaXperts BV) on December 1, 2006 cannot be reliably calculated, and is therefore not taken up in the acquisition analysis and the value reported above. For Sectra ImaXperts BV, the additional purchase price can become relevant in April 2011 at the earliest, and for Sectra Mamea AB, the additional purchase price can become relevant up to and including April 2015.
Note 13 Financial investments
| Group | Parent Company | |||
|---|---|---|---|---|
| Long-term investments | 30 April 09 | 30 April 08 | 30 April 09 | 30 April 08 |
| Equity and fixed-income bonds | 22,000 | 43,000 | 22,000 | 43,000 |
| Other shares and participations | 2,614 | 2,515 | 39 | 39 |
| Total | 24,614 | 45,515 | 22,039 | 43,039 |
| Short-term investments | ||||
| Equity and fixed-income bonds | 21,000 | 22,300 | 21,000 | 22,300 |
| Total | 21,000 | 22,300 | 21,000 | 22,300 |
Securities holdings with maturities less than one year are classified as short-term. See Note 26 for valuation of securities holdings.
Note 14 Inventories
| Group | Parent Company | |||
|---|---|---|---|---|
| 30 April 09 30 April 08 | 30 April 09 30 April 08 | |||
| Component stocks | 59,041 | 34,154 | - | - |
| Products in progress | 6,268 | 8,028 | - | - |
| Finished products | 19,485 | 17,873 | - | - |
| Total book value | 84,794 | 60,055 | - | - |
An impairment in an amount of SEK 4,543 thousands (6,212) was reported in the income statement for 2008/2009.
Equipment and components mainly used for development were reclassified as inventories or expensed in the income statement, depending on the estimated lifetime of the stock items in question.
Note 15 Accounts receivable
Revaluation of accounts receivable recognized in the income statement amounted to SEK 423 thousands (2,896) for fiscal year 2008/2009. At the closing date, the reserve for estimated credit risks amounted to SEK 7,920 thousands (5,678). The maximum credit risk for accounts receivable and loan receivables corresponds to the reported fair value. See Note 27 for an age analysis. The Parent Company's earnings were not affected by any bad debt losses.
Note 16 Prepaid expenses and accrued income
| Group | Parent Company | |||
|---|---|---|---|---|
| 30 April 09 30 April 08 | 30 April 09 30 April 08 | |||
| Prepaid rent | 3,627 | 3,252 | 1,222 | 1,143 |
| Accrued interest income | 406 | 1,165 | 367 | 928 |
| Prepaid support agreements | 4,677 | 2,407 | 803 | 813 |
| Other items | 30,765 | 18,199 | 471 | 507 |
| Uninvoiced work in progress | 133,572 | 47,183 | - | - |
| Total | 173,047 | 72,206 | 2,863 | 3,391 |
Note 17 Cash and cash equivalents
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 30 April 09 30 April 08 | 30 April 09 30 April 08 | ||||
| Bank balances | 153,639 | 173,948 | 692,706 | 89,069 | |
| Short-term securities | 29,640 | 113,241 | 29,640 | 113,241 | |
| Blocked funds | |||||
| for guarantees | 1,003 | 1,169 | 526 | 513 | |
| Total | 184,282 | 288,358 | 722,872 | 202,823 |
Short-term securities reported under cash and cash equivalents refer to bank deposits and commercial paper that can be considered as equivalent to cash and cash equivalents and have maturities within 90 days.
Bank overdraft facilities
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 30 April 09 30 April 08 | 30 April 09 | 30 April 08 | |||
| Credit limit granted | 15,000 | 15,000 | 15,000 | 15,000 | |
| Unutilized portion | -15,000 | -15,000 | -15,000 | -15,000 | |
| Utilized credit amount | 0 | 0 | 0 | 0 |
Note 18 Untaxed reserves
| Parent Company | |||
|---|---|---|---|
| 30 April 09 30 April 08 | |||
| Tax allocation reserves: | |||
| Allocated to taxes 04 | - | 16,200 | |
| Allocated to taxes 05 | 26,312 | 26,312 | |
| Allocated to taxes 06 | 1,649 | 1,649 | |
| Allocated to taxes 07 | 15,515 | 15,515 | |
| Allocated to taxes 08 | 18,304 | 18,304 | |
| Allocated to taxes 09 | 24,000 | 24,000 | |
| Allocated to taxes 10 | 26,900 | - | |
| Excess depreciation | 856 | 879 | |
| Total | 113,536 | 102,859 |
Of total untaxed reserves, SEK 31,790 thousands (28,801) is reported as deferred Group tax.
Note 19 Appropriations Group
| Taxes | Guarantee commitments | |||
|---|---|---|---|---|
| 30 April 09 | 30 April 08 | 30 April 09 | 30 April 08 | |
| Recognized value at start of period | 28,659 | 25,906 | 17,718 | 11,135 |
| Provisions made during period | 129 | 6,720 | 6,491 | 6,583 |
| Amount appropriated | -4,804 | -3,967 | -17,718 | - |
| Recognized value at end of period | 23,984 | 28,659 | 6,491 | 17,718 |
| Of which total long-term portion of provisions | 16,199 | 24,123 | - | 4,408 |
| Of which total short-term portion of provisions | 7,784 | 4,536 | 6,491 | 13,310 |
Note 20 Other debts to financial institutions
| Group 30 April 09 30 April 08 |
30 April 09 30 April 08 | Parent Company | ||
|---|---|---|---|---|
| Due 0-5 years | ||||
| from fiscal year-end | 95 | 112 | - | - |
| Due more than 5 years | ||||
| from fiscal year-end | - | - | - | - |
| Total | 95 | 112 | - | - |
Note 21 Other long-term liabilities
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 30 April 09 30 April 08 | 30 April 09 30 April 08 | ||||
| Convertible deb. 05/08 1 | - | 11,738 | - | 11,738 | |
| Convertible deb. 06/09 2 | 23,132 | 22,944 | 23,132 | 22,944 | |
| Convertible deb. 07/10 | 22,262 | 21,917 | 22,262 | 21,917 | |
| Other liabilities | 805 | 6,893 | - | - | |
| Total | 46,199 | 63,492 | 45,394 | 56,599 |
1 The convertible debenture loan 05/08 was recognized as a current liability in the balance sheet for 2007/2008.
2 Because convertible debenture loan 06/09 will fall due for payment within one year, it has been recognized in the balance sheet for 2008/2009 as a current liability.
Conditions
For information about the terms for the convertible subordinated loans, see Note 2, Salaries and other remuneration.
Present value difference
The present value difference is calculated as the difference between interest on convertible debentures and the market rate.
Note 22 Accrued expenses and deferred income
| Group | Parent Company | |||
|---|---|---|---|---|
| 30 April 09 30 April 08 | 30 April 09 30 April 08 | |||
| Accrued social security | 24,799 | 22,463 | 1,101 | 905 |
| Accrued vacation pay | 33,448 | 28,098 | 1,431 | 1,036 |
| Prepaid support agreements | 40,829 | 59,486 | - | - |
| Accrued accounts payable | 4,510 | 4,635 | 1,063 | 493 |
| Advances received | 34,646 | 41,181 | - | - |
| Accrued royalties | 2 | 282 | - | - |
| Other items | 105,289 | 82,263 | 29 | 57 |
| Total | 243,523 | 238,408 | 3,624 | 2,491 |
Note 23 Pledged assets and contingent liabilities
| 30 April 09 30 April 08 | Group | 30 April 09 30 April 08 | Parent Company | |
|---|---|---|---|---|
| Chattel mortgages | 36,250 | 36,250 | 11,000 | 11,000 |
| Total pledged assets | 36,250 | 36,250 | 11,000 | 11,000 |
| Guarantees on behalf | ||||
| of Group companies | - | - | 368,396 | - |
| Total contingent liabilities | - | - | 368,396 | - |
Note 24 Cash flow
Adjustment for items not included in cash flow
| Group | Parent Company | |||
|---|---|---|---|---|
| 08/09 | 07/08 | 08/09 | 07/08 | |
| Depreciation/amortization | 45,103 | 21,337 | 470 | 517 |
| Exchange rate difference | 37,854 | -7,219 | 6,345 | -2,601 |
| Sale of fixed assets | 752 | 1,275 | - | - |
| Provisions for personnel costs | 1,779 | 4,340 | - | - |
| Total | 85,488 | 19,733 | 6,815 | -2,084 |
Note 25 Important estimates and judgements
At year-end, certain judgments are made in regard to the application of accounting principles that affect the values reported on the reporting date. These estimates for reporting purposes may deviate from the actual outcome. The following estimates may involve a risk of changes in the values reported.
Impairment requirements relating to intangible assets are assessed on an ongoing basis, based on the calculated recoverable amount per cash-generating unit. The recoverable amount is based on the unit's value in use, which consists of calculated future cash flows. The calculations are based on budgeted long-term targets and anticipated growth. In the calculations, a discount rate of 12% is applied and growth is set at a level consistent with the market trend.
Obligations for guarantees arise at delivery of a system that normally involves a guarantee period of 12 months. Assessment of future guarantee costs is based on individual projects and prior experience. Deviations between the actual guarantee cost and the provisions occur for individual projects, but at Group level these deviations are limited.
Currency differences arising from translation of assets, liabilities and foreign subsidiaries may involve relative large risks on the reported values in the income statement and balance sheet for the Group. See Note 27 for more detailed explanation of risks and sensitivity pertaining to currency rates.
Note 26 Financial assets and liabilities
| Financial assets and liabilities | 30 April 09 | 30 April 08 | |||
|---|---|---|---|---|---|
| Group | Carrying amount | Fair value | Carrying amount | Fair value | |
| Financial assets valued at fair value via income statement | |||||
| Liquid assets: | |||||
| - SEK | 54,514 | 54,514 | 63,727 | 63,727 | |
| - USD | 7,351 | 7,351 | 14,863 | 14,863 | |
| - EUR | 29,319 | 29,319 | 26,580 | 26,580 | |
| - Other currencies | 42,652 | 42,652 | 44,072 | 44,072 | |
| Short-term investments | 50,446 | 50,446 | 139,116 | 139,116 | |
| Total | 184,282 | 184,282 | 288,358 | 288,358 | |
| Held-to-maturity investments | |||||
| Investments in securities | 43,000 | 43,000 | 43,000 | 43,000 | |
| Other shares and participations | 2,614 | 2,614 | 2,515 | 2,515 | |
| Total | 45,614 | 45,614 | 45,515 | 45,515 | |
| Accounts receivables and loan receivables | |||||
| Accounts receivable: | |||||
| - SEK | 53,896 | 53,896 | 105,636 | 105,636 | |
| - USD | 63,337 | 63,337 | 39,425 | 39,425 | |
| - EUR | 82,398 | 82,398 | 40,921 | 40,921 | |
| - Other currencies | 28,487 | 28,487 | 45,835 | 45,835 | |
| Other receivables | 1,990 | 1,990 | 2,693 | 2,693 | |
| Total | 230,108 | 230,108 | 234,510 | 234,510 | |
| Other financial liabilities | |||||
| Convertible debenture loans | 45,394 | 45,394 | 56,600 | 56,600 | |
| Debts to financial institutions | 95 | 95 | 112 | 112 | |
| Other interest-bearing debts | 805 | 805 | 6,893 | 6,893 | |
| Accounts payable: | |||||
| - SEK | 22,455 | 22,455 | 30,744 | 30,744 | |
| - USD | 9,189 | 9,189 | 3,645 | 3,645 | |
| - EUR | 3,906 | 3,906 | 3,560 | 3,560 | |
| - Other currencies | 11,711 | 11,711 | 3,306 | 3,306 | |
| Total | 93,555 | 93,555 | 104,860 | 104,860 |
Revaluation of accounts receivables recognized in the income statement amounted to SEK 423 thousands. No gains or losses were recognized in any of the other categories.
Calculation of fair value
Cash, cash equivalents and short-term investments are recognized at fair value based on the listed bid price on the closing date, excluding any transaction or selling expenses.
The fair value of other securities held to maturity could not be calculated accurately and accordingly is reported at acquisition cost.
For other receivables and liabilities with shorter lifetimes, the reported value is considered to correspond to the fair value. In the event receivables or liabilities have longer maturities than one year, the reported value has been discounted and corresponds to fair value.
Note 27 Risks, risk management and sensivity analysis
Risks related to operations
Sectra's risks related to operations are limited. As a general rule, customers' operations are financed directly or indirectly with public funds and solvency is excellent, although payment practices vary between different countries. Due to the fact that Sectra is active in a large number of geographical markets, the political risks and market risks, for example, for the Group as a whole are limited. The largest individual risks related to operations are described below.
Customers and partners
Sectra's five largest partners and customers together account for 24.9% (30.5) of Group sales. Although sales to each customer are divided among a number of agreements, the loss of a major customer could have a significant effect on the Group's earnings and position. Due to the continuous expansion of operations, the proportion of the Group's business volume represented by each individual partner and customer is gradually declining.
Product liability and property risks
Through its operations, Sectra incurs product liability, which means that personal injury or damage to property caused by the company's systems at the premises of a customer or third party could lead to a claim being made against Sectra. Insurance policies have been taken out for the property and liability risks to which the Group is exposed.
Intellectual property rights
Sectra is among the leaders in the areas in which the Group operates and invests substantial resources in product development. To ensure a return on these investments, Sectra works continuously to analyze the requirements for different products in terms of intellectual property rights, and to identify and protect inventions through patents.
Other business risks
The prices for medical systems in the world market are largely governed by major US companies. Accordingly, the USD exchange rate has an effect on the price structure for mammography systems, for example. Other business risks, such as market risks, suppliers, technical development and dependence on individual persons, are analyzed continuously. Measures are taken as needed to reduce the Group's risk exposure.
Financial risks
The Sectra Group is exposed to financial risks pertaining to currency, interest, financing and liquidity risks. Rules and authority for management of financial transactions and risks are described in the Group's finance policy, which is determined by the Board. Responsibility for management of financial transactions and risks is centralized to the Parent Company's finance department. The aim is to support the Group's business activities by identifying and limiting the Group's financial risks, providing cost-efficient financing of Group companies and managing cash and cash equivalents on market terms.
Currency exchange risks
Exchange rate exposure within the Sectra Group occurs primarily via transactions in foreign currencies, in the form of customer and supplier payments and to a lesser extent, in translating foreign subsidiaries' income statements and balance sheets. In accordance with the Group's finance policy, subsidiary financing shall be in the local currency and currency exposure pertains mainly to USD and EUR. Currency changes had a positiv impact of SEK 1,944 thousands (loss:1,308) on the operating profit and SEK 41,687 thousands (loss:10,024) on consolidated financial items.
The Group's policy at present is not to hedge transaction exposure, since
the potential gains to be derived from building up procedures to efficiently manage hedge contracts are not considered to be significant. Sectra monitors net payment flows in foreign currencies on an ongoing basis, and hedging of transaction exposure may be implemented if the gains expected to be derived from exchange rate hedge contracts are deemed to be significant.
Group's revenues and expenses in various currencies
| SEK M | |||
|---|---|---|---|
| Currency | Revenues | Expenses | Net exposure |
| SEK | 281.1 | -454.8 | -173.7 |
| USD | 240.0 | -220.9 | 19.1 |
| EUR | 207.5 | -111.3 | 96.2 |
| Other currencies | 134.7 | -93.9 | 40.8 |
| Total | 863.3 | -880.9 | -17.6 |
Interest-rate risks
Interest-rate risks pertain to the impact of changes in market interest rates on earnings. The Group's interest-bearing assets are mainly short-term in nature, and pertain to securities that can be liquidated at short notice in the event of major changes in the general interest rate situation. Interest on debts to financial institutions is locked in for periods of less than 12 months. At the closing date, the Group's interest-bearing assets exceed interest-bearing liabilities, as a result of which a decline in interest rates has an adverse impact on the Group and an increase has a positive effect.
Credit risks
The Group's credit risks can be divided into risks related to the customer's ability to pay as agreed and counterparty risks in conjunction with financial transactions.
Customer credit risk means that the customer fails to fulfill its undertaking for payment of customers' invoices. The Group has set guidelines for making sure that customers have high creditworthiness. Sectra's customers consist largely of government agencies and other highly reputable customers with high creditworthiness, and whose credit risk is considered to be extremely low. To minimize customer credit risks in fixed-price projects, Sectra works to a large extent with part payments in advance.
| SEK M | Group | |
|---|---|---|
| Age analysis accounts receivable | 30 April 09 | 30 April 08 |
| Accounts rec. not due for payment | 122.5 | 122.7 |
| Accounts rec. overdue 0–60 days | 59.4 | 69.9 |
| Accounts rec. overdue 60 days | 17.3 | 13.5 |
| Accounts rec. overdue 120 days | 28.9 | 25.7 |
| Total | 228.1 | 231.8 |
Reserves amounted to SEK 7.9 million within the group of accounts receivable overdue more than 120 days.
Counterparty risks arise in financial transactions and cash management in conjunction with the Group having claims on banks and other securities issuers. The maximum credit exposure and credit rating for approved counterparties is described in the Group's finance policy. To minimize credit risks, Sectra only uses counterparties with high creditworthiness and invests in instruments with high quality.
Liquidity risks
To minimize the liquidity risk, excess liquidity is placed only in bank deposits, or in securities that can be liquidated at short notice, and which have a smoothly functioning secondary market. Unutilized bank overdraft facilities are used in the event of temporarily elevated liquidity needs. The Parent Company monitors the Group's liquidity continually through compiling liquidity forecasts as a basis for investments or short- and long-term borrowing.
At the closing date, the Group's unutilized credit facilities amounted to SEK 15,000 thousands.
The convertible loan carries an interest rate of 4%. Other loans carry floating rates, which varied between 3-5% during the fiscal year. Financial leasing contracts and convertibles have terms of zero to three years. Liabilities to credit institutions have no specific term. See Note 2 for further information about convertibles issued.
Sensitivity analysis
The Group's earnings depend mainly on product sales and the cost of personnel and materials. The analysis below is based on the figures from fiscal year 2008/2009 and how the variables named would have affected profit/loss after net financial income/expense if no measures such as hedging or adaptation of resources had been taken. Each variable is treated individually, provided the others remain unchanged. The analysis is not claimed to be precise, but is merely indicative.
| Variable | Change | Effect on earnings |
|---|---|---|
| after financial items | ||
| Net sales | +/- 1% | +/- SEK 6.5 M |
| Cost of materials | +/- 1% | +/- SEK 2.1 M |
| Personnel costs | +/- 1% | +/- SEK 4.3 M |
| Interest rate level | +/- 1% | +/- SEK 2.4 M |
| Exchange rate level: | ||
| USD exchange rate | +/- 1% | +/- SEK 1.4 M |
| EUR exchange rate | +/- 1% | +/- SEK 1.3 M |
Note 28 Asset managemnet
The Group's financial goals have been determined by the Board and are described in the Group's finance policy and dividend policy. The goal is to have a favorable and flexible capital structure so that it can be changed if the conditions for operations or for different borrowing alternatives change and maintain financial stability. The Group's equity ratio goal is 30%.
The Group's capital is defined as total shareholders' equity less unrealized value changes and amounted to SEK 597,335 thousands (556,985) at April 30, 2009. The Group's equity ratio at the closing date was 59.4% (56.9). Sectra's operations have large seasonal variations during the operating year and, accordingly, it is the Board's ambition to retain a sound capital structure with a low debt/equity ratio.
In accordance with the Group's dividend policy, the dividend shall be well weighted between direct return and the company's need for capital for growth and international expansion. The long-term intent is to distribute an average of 15-20% of profits after taxes to the shareholders. The Board is proposing a dividend of SEK 0.00 per share to the 2009 Annual General Meeting.
Note 29 Board's statement concerning repurchase and transfer of the company's own shares
The Board of Directors' reasons for the authorization to repurchase and transfer the company's own Class B shares are in accordance with the provisions of Chapter 17, Section 3, paragraph 2 and 3 of the Swedish Companies Act. For further detailed information, see Notice of Annual General Meeting on the company's website.
The company's objects, scope and risks
The company's objects and scope of business are specified in the Articles of Association and the Annual Reports provided. The business conducted by the company does not entail any risks in excess of those that exist or may be deemed to exist in the industry or those risks that are generally associated with operating a business.
The financial position of the company and the Group
The financial position of the company and the Group as at April 30, 2009 is stated in the latest Annual Report. The Annual Report also states which accounting principles are applied in the valuation of assets, allocations and liabilities.
The dividend proposal states that the Board of Directors proposes a dividend of SEK 0.00 per share. The unrestricted equity in the Parent Company and the Group's retained profits amounted to SEK 218.8 million and SEK 247.1 million respectively at the end of the 2008/2009 fiscal year.
The Annual Report states that the debt/equity ratio is 59.4%. The proposed authorization to purchase and transfer the company's own Class B shares does not endanger the completion of any necessary investments. The company's financial position does not give rise to any other conclusion than that the company can continue its business and that the company can be expected to fulfill its obligations on both a short- and long-term basis.
In the opinion of the Board of Directors, the amount of shareholders' equity as reported in the most recent Annual Report is in reasonable proportion to the scope of the company's operations and the risks associated with conducting operations in consideration of the now proposed authorization to repurchase the company's own Class B shares.
Justification for repurchase of own shares
With reference to the above and to what has otherwise come to the knowledge of the Board of Directors, the Board is of the opinion that, after a comprehensive review of the financial position of the company and of the Group, it follows that the proposed authorization to repurchase and transfer the company' own Class B shares is justified according to the provisions of Chapter 17, Section 3, paragraph 2 and 3 of the Swedish Companies Act, that is, with reference to the requirements that the objects of the business, its scope and risks placed on the size of the company's and Group's equity and the company's and the Group's consolidating requirements, liquidity and financing needs in general.
AUDIT REPORT
Note 30 Definition of key ratios
Added value:
Operating profit plus labor costs.
Added value per employee: Operating profit plus labor costs divided by average number of employees.
Adjusted equity:
Reported equity plus 72% of untaxed reserves.
Capital employed:
Total assets reduced by non-interest-bearing debts.
Cash flow per share:
Cash flow from current operations divided by the number of shares at the end of the period.
Debt ratio:
Interest-bearing debts divided by equity.
Earnings per share:
Profit after tax divided by average number of shares. Equity:
Equity includes 72% of untaxed reserves.
Equity per share:
Equity divided by the number of shares at the end of the period. Equity ratio:
Equity as a percentage of total assets.
Gross margin:
Operating profit before depreciation as a percentage of sales. Liquidity ratio:
Current assets divided by current liabilities.
Operating margin:
Operating profit after depreciation as a percentage of sales.
P/E:
Share price at the end of the year divided by earnings per share. Profit margin:
Profit after net financial items as a percentage of sales.
Return on equity:
Income after net financial items reduced by actual tax as a percentage of average adjusted equity.
Return on total capital:
Profit after net financial items plus financial expenses as a percentage of average total assets.
Return on capital employed:
Profit after net financial items plus financial expenses as a percentage of average capital employed.
Yield:
Dividend as a percentage of share price.
To the Annual General Meeting of the shareholders of Sectra AB (publ) Company registration number 556064-8304
We have audited the annual accounts, the consolidated accounts, the accounting records and the administration of the Board of Directors and the President of Sectra AB (publ) for the financial year May 1, 2008 – April 30, 2009. These accounts and the administration of the company and the application of the International Financial Reporting Standards IFRS endorsed by the EU and the Annual Accounts Act when preparing the annual accounts and the consolidated accounts are the responsibility of the Board of Directors and the President. Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit.
We conducted our audit in accordance with generally accepted auditing standards in Sweden. Those standards require that we plan and perform the audit to obtain reasonable but not absolute assurance that the annual accounts and the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and their application by the Board of Directors and the President and significant estimates made by the Board of Directors and the President when preparing the annual accounts and the consolidated accounts, as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts. As a basis for our opinion concerning discharge from liability, we examined significant decisions, actions taken and circumstances of the company in order to be able to determine the liability, if any, to the company of any Board member or the President. We also examined whether any Board member or the President has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that our audit provides a reasonable basis for our opinion set out below.
The annual accounts and the consolidated accounts have been prepared in accordance with the International Financial Reporting Standards IFRS adopted by the EU and the Annual Accounts Act and give a true and fair view of the company's and the Group's financial position and results of operations in accordance with generally accepted accounting principles in Sweden. The statutory administration report is consistent with the other parts of the annual accounts and the consolidated accounts.
We recommend to the Annual General Meeting of shareholders that the income statements and balance sheets of the Parent Company and the Group be adopted, that the profit of the Parent Company be dealt with in accordance with the proposal in the administration report and that the members of the Board of Directors and the President be discharged from liability for the financial year.
Linköping, June 2, 2009 Grant Thornton Sweden AB Ivar Verner Authorized Public Accountant
FIVE YEAR SUMMARY
| Amounts in SEK thousands unless otherwise stated | 08/09 | 07/08 | 06/07 | 05/06 | 04/05 |
|---|---|---|---|---|---|
| Consolidated Income Statements | |||||
| Net sales | 863,275 | 742,923 | 672,511 | 564,382 | 455,862 |
| Capitalized work for own use | 39,059 | 57,847 | 42,581 | 25,572 | 24,221 |
| Operating expenses | -835,817 | -699,734 | -633,728 | -492,961 | -390,636 |
| Depreciation/Amortization | -45,102 | -21,337 | -19,693 | -20,757 | -18,033 |
| Income from participation in associated co. | - | - | -490 | -478 | - |
| Operating profit | 21,415 | 79,699 | 61,181 | 75,758 | 71,414 |
| Net financial items | 49,979 | 80 | 9,021 | 4,988 | 9,001 |
| Profit after financial items | 71,394 | 79,779 | 70,202 | 80,746 | 80,415 |
| Income tax | -20,938 | -29,315 | -22,986 | -20,396 | -27,871 |
| Net profit for the year | 50,456 | 50,464 | 47,216 | 60,350 | 52,544 |
| Profit attributable to equity holders of the: | |||||
| Parent Company | 50,456 | 50,464 | 47,216 | 60,350 | 52,857 |
| Minority interests | - | - | - | - | -313 |
| Consolidated Balance Sheets | |||||
| Assets | |||||
| Intangible assets | 227,216 | 217,637 | 159,343 | 127,806 | 115,807 |
| Tangible assets | 71,545 | 69,575 | 68,314 | 39,741 | 37,254 |
| Financial assets | 184,282 | 288,358 | 385,150 | 414,297 | 320,176 |
| Other current assets | 525,112 | 410,370 | 241,655 | 243,725 | 226,488 |
| Total assets | 1,008,155 | 985,940 | 854,462 | 825,569 | 699,725 |
| Equity and liabilities | |||||
| Equity | 599,114 | 560,670 | 519,406 | 486,495 | 430,655 |
| Provisions | 30,474 | 46,377 | 37,041 | 24,937 | 27,057 |
| Long-term liabilities | 23,162 | 51,859 | 36,438 | 38,981 | 45,915 |
| Current liabilities | 355,405 | 327,034 | 261,577 | 275,156 | 196,098 |
| Total equity and liabilities | 1,008,155 | 985,940 | 854,462 | 825,569 | 699,725 |
| Key figures 1 | 08/09 | 07/08 | 06/07 | 05/06 | 04/05 |
|---|---|---|---|---|---|
| Financial | |||||
| Working capital, SEK million | 645.4 | 624.3 | 567.4 | 546.1 | 488.0 |
| Liquidity ratio | 2.0 | 2.2 | 2.5 | 2.4 | 2.9 |
| Solvency, % | 59.4 | 56.9 | 60.8 | 58.9 | 61.5 |
| Debt ratio | 0.07 | 0.10 | 0.11 | 0.13 | 0.13 |
| Investments, SEK million | 67.7 | 82.6 | 58.6 | 35.1 | 44.6 |
| Profitability | |||||
| Gross margin, % | 7.7 | 13.6 | 12.4 | 17.1 | 19.6 |
| Operating margin, % | 2.5 | 10.7 | 9.1 | 13.4 | 15.7 |
| Profit margin, % | 8.3 | 10.7 | 10.4 | 14.3 | 17.6 |
| Return on total capital, % | 7.4 | 8.9 | 8.6 | 10.9 | 12.6 |
| Return on working capital, % | 11.6 | 13.8 | 13.0 | 16.0 | 17.1 |
| Return on equity, % | 8.7 | 9.3 | 9.4 | 13.2 | 12.8 |
| Value added, SEK million | 449.1 | 429.6 | 361.5 | 335.8 | 301.9 |
| Employees | |||||
| No. of employees, average | 538 | 477 | 411 | 373 | 350 |
| No. of employees at fiscal year-end | 577 | 506 | 455 | 383 | 370 |
| Sales per employee, SEK million | 1.6 | 1.6 | 1.6 | 1.5 | 1.3 |
| Value added per employee, SEK million | 0.8 | 0.9 | 0.9 | 0.9 | 0.9 |
| Data per share | |||||
| No. of shares at fiscal year-end 2 | 36,842,088 | 36,842,088 | 36,783,188 | 36,746,521 | 36,528,638 |
| Average number of shares | 37,302,588 | 36,832,271 | 36,758,743 | 36,733,188 | 36,415,995 |
| Equity per share, SEK | 16.26 | 15.22 | 14.12 | 13.24 | 11.79 |
| Equity per share after full dilution 3 , SEK |
16.06 | 14.93 | 13.84 | 12.97 | 11.54 |
| Cash flow per share, SEK | 2.55 | 2.31 | 2.24 | 2.01 | 1.81 |
| Cash flow per share after dilution 3 ,SEK |
2.52 | 2.26 | 2.19 | 1.97 | 1.77 |
| Earnings per share, SEK | 1.37 | 1.37 | 1.28 | 1.65 | 1.45 |
| Earnings per share after dilution 3 , SEK |
1.35 | 1.34 | 1.26 | 1.61 | 1.42 |
| Dividend per share 4 , SEK |
- | 0.50 | 0.50 | 0.50 | 0.50 |
| Direktavkastning, % | - | 0.9 | 0.7 | 0.9 | 0.7 |
| P/E ratio, times | 28.3 | 42.7 | 59.2 | 35.7 | 49.7 |
| Share price at fiscal year-end, SEK | 38.8 | 58.5 | 76.0 | 58.75 | 74.0 |
| The shares annual turnover rate 5 | 0.25 | 0.25 | 0.55 | 0.80 | 0.31 |
1 Definition of key figures, see Note 30.
2 Adjusted for stock splits and bonus issues.
3 Dilution is based on the convertible debenture loan 2007/2010 (270,000) and the employee stock option program 2007/2010 (100,000) and 2008/2011 (90,000). The dilution resulting from the convertible debenture loan 2006/2009 (266,800) and the employee stock option program 2006/2009 (80,000) is expected to be zero according to the company's assessment, since the conversion rate for the debentures amounts to SEK 86.70. Accordingly, the convertible loan is calculated to be repaid at the maturity date on June 15, 2009.
4 Dividend proposed by the Board of Directors for 2008/2009.
5 Refers to calendar year.
CORPORATE GOVERNANCE REPORT
Management and control of the Sectra Group is divided between the shareholders, the Board of Directors and the President in accordance with the Swedish Companies Act, the Articles of Association, the regulations of the NASDAQ OMX Nordic Exchange Stockholm (the Exchange), and generally accepted principles in the securities market.
Swedish Code of Corporate Governance
In practice, Sectra has been applying essential elements of the Swedish Code of Corporate Governance (the Code) since 2005, when the Exchange implemented the Code in its regulations. Since July 1, 2008, when a revised version of the Code was enacted, the application of the Code is part of the generally accepted principles in the securities market. This Corporate Governance Report complies with the rules of the Code and its application instructions. The Code is built on the comply or explain principle. In the cases in which Sectra's work method or information disclosure in 2008/2009 has deviated from the Code's rules, explanations are presented in conjunction with each section below. This Corporate Governance Report was not reviewed by the auditors.
Annual General Meeting
The Annual General Meeting is the highest decision-making body in a limited liability company that appoints the Board and auditors for the company and makes decisions regarding changes in the Articles of Association, changes in share capital and share-related incentive programs. The 2008 Annual General Meeting was held on June 25 in Linköping, Sweden with 77 shareholders attending, representing 50.43% of the voting rights and 33.3% of the shares outstanding.
The minutes from the Annual General Meeting are available at www.sectra.se under the heading Investor and Annual General Meeting.
Nomination Committee
The 2008 Annual General Meeting (AGM) resolved to appoint a Nomination Committee comprising the Chairman of the Board and one representative for each of the company's three largest shareholders at October 31, 2008. After consultations with the company's major shareholders, a Nomination Committee was appointed in accordance with the AGM's decision. The Chairman of the Committee is the representative of the largest shareholder of the company based on voting rights. The Nomination Committee was announced in conjunction with the six-month interim report and comprised the following members:
- Carl-Erik Ridderstråle, Board Chairman (convener)
- Jan-Olof Brüer, CEO of Sectra AB and the company's largest owner (Chairman)
- Gündor Rentsch, representative for Frithjof Qvigstad
- Thomas Ehlin, representative for Nordea funds
In accordance with the Code, the President or other member of company management may not be a member of the Nomination Committee. In this respect, Sectra deviated from the Code since the company's President is also the principle shareholder.
The Nomination Committee has the task of preparing and submitting proposals to the AGM for the:
- Election of the Chairman and other members of the Board of Directors.
- Allocation of Board fee payments to the Chairman and other member of the Board and potential remuneration for committee work.
- Election of and payment of fees to auditors.
- Decisions regarding principles concerning the composition of the Nomination Committee.
- Chairman of the AGM.
The Nomination Committee's proposals were presented in the notification of the 2009 Annual General Meeting.
The composition of the Board of Directors
The Board's members are elected annually at the AGM for the period until the next AGM. At the 2008 AGM, Anders Persson, Carl-Erik Ridderstråle, Erika Söderberg Johnson and Torbjörn Kronander were reelected to the Board. Board member Christer Nilsson was newly elected. Carl-Erik Ridderstråle was reelected Chairman of the Board. In addition to the members elected by the AGM, the
Board's independence, attendance etc.
| AGM elected members | Elected | Committee work | Present | Independence 1 |
|---|---|---|---|---|
| Erika Söderberg Johnson | 2007 | Audit Committee | 11/11 | Yes |
| Torbjörn Kronander | 1988 | 11/11 | No | |
| Gündor Rentsch 2 | 1994 | Remuneration, | 2/2 | Yes |
| Christer Nilsson 2 | 2008 | Audit Committee | 9/9 | Yes |
| Anders Persson | 2004 | Audit Committee | 11/11 | Yes |
| Carl-Erik Ridderstråle, Chairman | 2001 | Remuneration Committee | 11/11 | Yes |
| Employee representatives | ||||
| Mats Björnemo | 2005 | 8/11 | ||
| Karin Partain | 2003 | 6/11 | ||
| Deputy employee representatives | ||||
| Olof Andersson | 2007 | 1/11 | ||
| Ann-Sofi Mikaelsson | 2007 | 5/11 | ||
1 Independence refers to being independent in relation to the company and its management as well as major shareholders.
2 Gündor Rentsch was replaced by Christer Nilsson at the AGM, thus the deviation in attendance statistics.
For further information regarding the members of the Board see pages 54-55.
The Board of Directors includes two employee representatives with two deputies appointed by local employer organizations. Information regarding the Board members' backgrounds, other assignments and holdings of shares and other securities in Sectra is available on pages 54-55 in Sectra's 2008/2009 Annual Report and at www.sectra.se under the header About Us and Sectra in Brief.
Activities of the Board of Directors
During the 2008/2009 financial year, the Board held eleven minuted meetings, three of which were per capsulam. Four of the meetings
| Regular meetings 2008/2009 | Theme |
|---|---|
| June | Statutory Board meeting |
| September | Three-month interim report |
| October | Contracts and insurance |
| December | Six-month interim report, employees and salaries |
| February | First draft of Budget |
| March | Nine-month interim report |
| April | Budget, plans, long-term goals and strategies |
| May | Year-end report and proposals to the AGM |
were coordinated with financial reporting. One two-day meeting was devoted to long-term strategic planning. The Board's work has followed an annual presentation plan with a theme and fixed agenda items including establishing an agenda governing the activities of the Board and instructions for the President and the Group's budget, year-end report and the framework for financial reporting.
During the financial year, the Board paid particular attention to major investments, the assessment of acquisitions and other structural matters. In addition, the Board established an information policy, and insider policy and a policy for the procurement of services other than auditing from an auditing company.
The company's President and CFO regularly participate in Board meetings. Other executives take part in the Board meetings as needed.
The Board conducts an annual assessment of its work, which forms the basis for the planning of the Board's activities for the coming year. The Nomination Committee was informed about the content of the 2008 assessment.
Internal control procedures
Sectra's Board of Directors bases its work on the business concept, goals and strategies in the Group and business areas. Under the Board, CEO and Group management, responsibility for operational activities is decentralized to two business areas. Responsibility for the coordination of certain functions such as economy and finance, human resources, information and IT administration lies with the Group staff functions.
The Group uses annual budgets, forecasts and plans for control of current operations. Earnings and resolved actions are followed up through continuous financial reporting and supplemented follow-ups.
Remuneration Committee
The Board has elected a remuneration committee comprising Carl-Erik Ridderstråle and Christer Nilsson. The committee held three meetings during the year at which matters regarding the remuneration and other employment terms and conditions for the President were prepared and submitted to the Board for resolution.
Remuneration and other employment terms and conditions for executives directly subordinate to the President are decided on by the President in accordance with the salary policy established by the Board and the guidelines established by the AGM, see Note 2. This Note also contains information regarding the AGM's resolutions concerning the remuneration of Board members.
Audit Committee
The Board elected an Audit Committee comprising Erika Söderberg Johnson, Anders Persson and Christer Nilsson. The Audit Committee's primary task is to support the Board in ensuring the quality of financial reporting. The Committee held three meetings during the year at which matters regarding interim reports, annual reports, internal procedures, accounting and the auditors' other tasks were discussed. The company's auditor and CFO regularly participate in the Audit Committee's meetings to engage in current issues noted during auditing and continuous reporting.
External auditing
External auditors are appointed by the AGM for a term of four years. At the 2007 AGM, Grant Thornton Sweden AB, which has been the company's auditor since 2002, was reelected as the company's auditor until the 2011 AGM. Grant Thornton then appointed Ivar Verner as senior auditor.
Sectra's interim report for the nine-month period from May to January is subjected the auditors' review. The auditors' examination and audit of the year-end report and annual report are conducted in the period from April to June.
The Company's auditor participated in the meeting at which the Year-end report was presented, and provided the Board with views and observations from the audit he had conducted. In conjunction with the Board meeting, the auditor met with the Board without representatives of company management being present.
In addition to the auditing assignment, Sectra has consulted Grant Thornton in the area of taxes and auditing matters. Auditors' fees are paid based invoices received, in accordance with the AGM's resolution. The full remuneration to the auditors is presented in Note 3 on page 38.
Internal auditing
The Board evaluated the need for an internal auditing function and concluded that this is currently unjustified at Sectra considering the scope of the business and the existing internal control structures. The Board will reexamine this need when changes occur that may warrant a reexamination and at least once annually.
Internal control and risk management regarding financial reporting
The overall aim of internal control is to ensure that the shareholders' investments and the Group's assets are protected, that the appropriate accounting documents are prepared and to make certain that the financial information used in the operation and when publishing is reliable.
The procedures are designed to ensure efficiency in the operation and compliance with laws and regulations. The company has implemented specific control activities to continuously monitor and control the risks associated with the business. Identification and assessment of the most serious risks associated with the Group's operations are conducted on an ongoing basis. Refer to the Board of Directors' report and Note 27 for information about the Group's risks.
Control activities
The primary objective of control activities is to prevent and iden-
tify problems as early as possible so that potential deficiencies may be resolved. Procedures and activities have been designed to detect and handle the most essential risks related to financial reporting. The business areas and Group companies are followed up by the President, Executive Vice President and CFO through regular reports and personal meetings with the respective management team of companies included in the Sectra Group. The Board receives monthly reports in which the President and CFO present Group's business areas' earnings and financial position for the preceding period. Monthly accounts and auditing work is well defined and reporting is conducted in accordance with standardized reporting templates including comments regarding all significant income statement and balance sheet items. Financial managers and controllers with functional responsibility for auditing, reporting and analysis are found centrally and at the unit level. Several controls of the company's financial reports transpire in this manner, which reduces the risk of mistakes.
Information and communication
Financial information from the Sectra Group shall be accurate and current and provide comprehensive information to all stakeholder groups regarding the Group's operations and financial development. This information is governed by internal guidelines and instructions for financial reporting. All press releases are posted on the website and published simultaneously. The Board is responsible for the Annual Report, year-end report and six-month interim reports and for charging the President with presenting the interim reports for the first and third quarter. The CFO is responsible for informing financial managers and controllers regarding joint-Group accounting principles and other matters pertaining to financial reporting. Financial managers and controllers in the Group are responsible for ensuring a high level of quality in the internal reports and that reporting to the Parent Company transpires at the agreed time for financial reporting.
Follow-up
Follow-up of the internal control is carried out continuously through monthly and quarterly reports to the Board with the financial outcome including comments from Group management. In addition, follow-ups take place through reports from the Audit Committee and the company's auditors. At the company level, follow-up is performed through weekly and monthly reports to the Parent Company and by personal visits to subsidiaries by the CFO or controller. During the visits, there is a review of essential procedures and compliance with joint-Group policies and guidelines.
BOARD OF DIRECTORS, GROUP EXECUTIVE MANAGEMENT AND AUDITOR
Board of Directors
Carl-Erik Ridderstråle Tech. lic. Born 1942. Elected 2001 and Chairman of the Board since 2007.
Other posts: Chairman of the Board of Hultdin System AB and BE Group AB. Board member of Seco Tools AB and DIAB International AB.
Sectra holdings: 16,500 B shares and convertible debentures corresponding to 43,800 B shares.
Erika Söderberg Johnson M.Sc. BA. Born 1970. Elected 2007. Chief Financial Officer Karo Bio AB.
Sectra holdings: Convertible debentures corresponding to 400 B shares.
Torbjörn Kronander PhD, MBA. Born 1957. Elected 1988. Employee since 1985, President Sectra Imtec AB and Vice President Sectra AB since 1997.
Other posts: Board member of Center for Medical Image Science and Visualization (CMIV), Cellavision AB, et al. and member
Erika Söderberg Johnson
Christer Nilsson
Carl-Erik Ridderstråle
Torbjörn Kronander
Anders Persson
of the Royal Swedish Academy of Engineering Sciences. Sectra holdings: 763,108 A shares, 2,579,901 B shares and con-
vertible debentures corresponding to 62,000 B shares.
Christer Nilsson M.Sc. Eng. Born 1952. Elected 2008. Director and advisor to 3i Group plc.
Other posts: Board member of HTC Sweden AB and Atle Industri AB, et al.
Sectra holdings: 0.
Anders Persson MD, PhD, Associate Professor and senior physician. Born 1953. Elected 2004. Director of Center for Medical Image Science and Visualization and senior physician in radiology.
Other posts: Board member of Center for Medical Image Science and Visualization and National Supercomputer Center at Linköping University, Sweden.
Sectra holdings: 2,470 B shares and convertible debentures corresponding to 5,800 B shares.
Jan-Olof Brüer
Simo Pykälistö Helena Pettersson Michael Bertilsson Erik Persson
Karin Partain
Mats Björnemo
Employee representatives
Karin Partain M.Sc. Born 1964. Elected 2003. Aftersales Manager Sectra Communications AB.
Sectra holdings: 7,810 B shares and convertible debentures corresponding to 600 B shares.
Mats Björnemo M.Sc. Born 1976. Elected 2005. Market Area Manager Sectra Imtec AB.
Sectra holdings: 260 B shares and convertible debentures corresponding to 4,000 B shares.
Deputy employee representatives
Olof Andersson M.Sc. Born 1977. Elected 2007. Sales Manager Sectra Skandinavien AB.
Sectra holdings: 1,000 B shares and convertible debentures corresponding to 1,200 B shares.
Ann-Sofi Mikaelsson M.Sc. BA. Born 1968. Elected 2007. Customer Project Manager Sectra Skandinavien AB. Sectra holdings: 3,009 B shares.
Group Executive Board
Jan-Olof Brüer PhD. Born 1951. President and Group CEO Sectra AB since 1985. Acting President Sectra Communications AB.
Sectra holdings: 763,110 A shares, 2,579,904 B shares and convertible debentures corresponding to 62,000 B shares.
Torbjörn Kronander President Sectra Imtec AB and Executive Vice President Sectra AB. See also "Board of Directors."
Simo Pykälistö Born 1972. Chief Financial Officer Sectra AB, employee since 2003.
Sectra holdings: 600 B shares and convertible debentures corresponding to 12,000 B shares.
Helena Pettersson Born 1970. Chief Investor and Press Relations Officer Sectra AB. Employee since 1993. Sectra holdings: 9,239 B shares.
Michael Bertilsson PhD. Born 1962. Employee since 1989. President of Sectra Communications AB since 2008.
Sectra holdings: 6,000 B shares and convertible debentures corresponding to 3,600 B shares.
Erik Persson Born 1971. IT Coordinator Sectra AB, employee since 2002. Sectra holdings: 0.
Auditor
Grant Thornton Sweden AB Chief Coordinating Auditor, Ivar Verner, Authorized Public Accountant.
FROM CONSULTING TO WORLD-LEADING PRODUCTS
Sectra completed its first consulting project in the late 1970s. Today, the company's products are used by more than 1,000 customers in over 50 countries. The Sectra brand stands for worldleading products that make healthcare more efficient and protect valuable information.
Sectra's history dates back to 1978, when a group of researchers at the Linköping Institute of Technology were assigned the task of creating a security solution for banks. Professor Ingemar Ingemarsson started Sectra (SECure TRAnsmission) together with his doctoral students, Viiveke Fåk, Rolf Blom and Robert Forchheimer, to take on the assignment.
From consulting work to product development
A few years later Jan-Olof Brüer earned his doctorate in information theory, with Professor Ingemarsson as his advisor. Dr. Brüer was recruited as Sectra's President and proposed new ideas about how to transform Sectra into a "proper" company.
"We had a good laugh at what we then saw as his dreams. But now I see that those visions have been exceeded," says Professor Ingemarsson.
The company changed its emphasis under Dr. Brüers leadership, making the transition from consulting to developing and selling products and system solutions in the areas of data security and image coding. This new strategic orientation marked the beginning of Sectra's expansion phase.
"We founders were academics and researchers within the information technology field. The smartest decision we ever made was to bring in knowledgeable business-oriented people," says Professor Fåk.
Defence security
After spending its initial years working for bank customers, in the 1980s the company began focusing on the customers that have the most stringent requirements of all in terms of security.
"We succeeded in landing a defense order for a new crypto chip as early as 1987. That turned out to be the start of our focus on security products for defense and government agency customers," says Sectra's President and CEO Jan-Olof Brüer.
Sectra has been the market leader in encryption equipment for Swedish Defense since the 1990s, and today the company's products are used by government authorities and defense forces in most of the EU member countries.
Medical technology
Dr. Torbjörn Kronander came to the Linköping Institute of Technology to earn his doctorate in the 1980s, bringing with him a strong interest in medical technology and a vision of digital radiology, and was soon recruited to Sectra. An expansion towards digital image management systems for radiology departments began in 1988 and Dr. Kronander is currently the President of Sectra Imtec, which is the business area for medical technology.
"When Dr. Kronander started, we still had only ten people working at Sectra. Medical technology currently constitutes our largest business area and Sectra's digital image system for radiology departments is one of the leading in the world," continues Professor Ingemarsson.
Swedish healthcare adopted the new digital technology early on. Sectra developed the systems for Sweden's first entirely film-free radiology department, which was dedicated in Mjölby in 1993. Today, Sectra's medical products are used by more than 1,000 hospitals worldwide and approximately 50 million X-rays are diagnosed in Sectra's systems each year.
Long-term growth and international expansion
The niches in which Sectra operates have been chosen from a longterm growth perspective. At an early stage, Sectra resolved to target niches with global potential and the first office outside Sweden was opened in Norway in 1995. Sectra currently has offices in 12 countries; the most recent was opened in Canada during the past fiscal year.
Listing
The niches in which Sectra operates have been chosen from a longterm growth perspective. At an early stage, Sectra resolved to target niches with global potential and the first office outside Sweden was opened in Norway in 1995. Sectra currently has offices in 12 countries; the most recent was opened in Canada during the past fiscal year.
Sectra moves forward
Strategic acquisitions
Sectra's operations have grown both organically and through strategic acquisitions. The first acquisition was in 1995, when Sectra purchased Imtec, a Swedish company which, similar to Sectra, developed digital image management systems for healthcare applications. During 2006, Sectra acquired ImaXperts BV, a Dutch company that distributes medical systems in the Netherlands, Belgium and Luxembourg.
"Our strategy is to acquire companies with products that strengthen our offering to existing customers, or provide complementary markets for our products," explains Dr. Jan-Olof Brüer.
Key to continued success
Sectra provides efficient and future-proof products to niche markets with long-term growth potential. Competitors are among the giants in the business and to become market-leading Sectra must offer something extra.
"We strive to perform as the customer expects and then also a 'wow.' Consequently, Sectra employs not only those with high expertise but also those who are passionate about their work. When I listen to our customers, there is great confidence in our employees and I then feel we have succeeded," says Torbjörn Kronander, President of Sectra's Medical Systems business area.
Sectra digitizes radiology operations in Mjölby, making it the first in Sweden and among the first in the world with totally film-free radiology. Today, more than 1,000 hospitals use Sectra's system.
Sectra is first out with digitized prosthesis modeling for orthopedists. The solutions are world leading with thousands of users in hospitals and orthopedic clinics.
Sectra delivers the Tiger secure mobile telephone to the Swedish Defense Forces, which becomes the first in the world with eavesdrop-protected mobile telephone communications. Today, Tiger products are used by government authorities and defense forces in more than half of the EU's 27 member countries.
Sectra launches the mammography system, Sectra MicroDose Mammography. Based on the photon-counting technology, the system has the lowest radiation dose on the market.
Sectra launches image processing methods for extremely large image volumes. Sectra's workstations for reviewing radiology images were installed in the European expertise network, TeleMedicine Clinic.
A new generation of Sectra MicroDose Mammography was launched, adapted for clinical mammography and screening operations with large image volumes.
Ireland's program for mammography screening orders Sectra Micro-Dose Mammography.
The Council of the European Union approves Sectra's new Tiger XS for communication at the highest security level, SECRET UE.
Sectra's mammography system, Sectra MicroDose Mammography, receives the Medical Design Excellence Award.
Sectra's largest order to date; a ten-year contract with North Ireland's health department to use Sectra's RIS/PACS system for public healthcare in the country.
Sectra opens offices in Japan. The agreement was signed with a Japanese distributor for investment in the second largest medical market after the US.
Sectra's Tiger system is certified by NATO's military committee for communication at NATO Secret level. With the prior EU approval, the Tiger has a unique position in the European market.
Sectra's products are used by more than 1,000 customers worldwide.
GLOSSARY
Crypto
Equipment that uses mathematical manipulations (algorithms and keys) to encrypt information, so that it can be interpreted or read only by the intended recipient. In order to read encrypted information, the recipient must have the correct key and algorithm so that the data can be reconverted into its original clear-text form.
Mammography screening
Mammography is an examination procedure used to detect breast cancer at an early stage in asymptomatic women. Screening means that all women of certain ages are called for mammography examinations regularly.
MR (Magnetic Resonance)
An imaging examination that does not use ionizing radiation – an alternative to X-ray examinations. The method is particularly applicable in examination of soft tissues of the body.
Nordic Battlegroup
The EU always has two ready reaction forces on alert. The Nordic Battlegroup is one of these during the first six months of 2011.
Oncology
The branch of medicine dealing with tumors.
Orthopedics
A surgical specialty for disorders affecting the skeleton and the locomotor system.
PACS (Picture Archiving and Communication System)
A system for managing and archiving digital radiology images.
Photon
An elementary particle responsible for electromagnetic phenomena, such as light and X-rays.
RIS (Radiology Information System)
System for managing radiology patient data, such as appointment bookings, patient information and dictation.
SECRET UE
Classification level for a high level of security within the EU. UE is the abbreviation for the European Union in French, Union Européene.
Where to find Sectra
Parent company headquarter
Sectra AB Teknikringen 20 SE-583 30 Linköping, Sweden Ph: +46 13 23 52 00 E-mail: [email protected]
Medical systems
SWEDEN Sectra Imtec AB Sectra Skandinavien AB Sectra Mamea AB E-mail: [email protected]
Headquarter in Linköping Ph: +46 13 23 52 00 Stockholm office Ph: +46 8 623 52 00 Örebro office Ph: +46 19 670 66 00
AUSTRALIA/NEW ZEALAND Sectra Pty Ltd. Tel: +61 2 9420 1620 +64 9 363 33 72 E-mail: [email protected]
CANADA Sectra Canada Ph: +1 514 845 2883
DENMARK Sectra A/S Ph: +45 45 65 06 00 E-mail: [email protected]
GERMANY/ SWITZERLAND/AUSTRIA Sectra GmbH Ph: +49 241 963 2650 E-mail: [email protected] JAPAN Sectra Imtec AB Ph: +81 90 6911 7410 E-mail: [email protected]
NETHERLANDS/ BELGIUM/LUXEMBOURG Sectra imaXperts B.V. Ph: +31 36 540 1970 E-mail: [email protected]
NORWAY Sectra Norge AS Ph: +47 67 58 97 70 E-mail: [email protected]
SPAIN/PORTUGAL Sectra Medical Systems SL Ph: +34 91 187 52 91 +351 22 011 00 20 E-mail: [email protected]
UNITED KINGDOM/IRELAND Sectra Ltd. Ph: +44 1908 673 107 E-mail: [email protected]
USA Sectra North America, Inc. Ph: +1 203 925 0899 E-mail: [email protected]
www.sectra.com
Secure communication systems
SWEDEN Sectra Communications AB Ph: +46 13 23 52 00 E-mail: [email protected]
NETHERLANDS
Sectra Communications B.V. Ph: +31 6 51 78 94 72 E-mail: [email protected]
UNITED KINGDOM Sectra Communications Ltd Ph: +44 20 7127 0035 E-mail: [email protected]
Sectra AB SE-583 30 Linköping Sweden Ph +46 13 23 52 00 Fax +46 13 21 21 85 [email protected] www.sectra.com