AI assistant
Sectra — Annual Report 2015
Jun 30, 2015
2967_10-k_2015-06-30_521251a6-d38e-4fad-9648-8a870d867aca.pdf
Annual Report
Open in viewerOpens in your device viewer
Annual Report 2014/2015
The world needs more efficient healthcare and more secure communication. Sectra plays a key role in meeting these needs.
SECTRA'S VISION
To be beneficial for humanity
"At Sectra, we always put our customers first and few things make us happier and more proud than receiving a top ranking in customer satisfaction surveys, such as the distinctions we received in the KLAS survey. Sectra's success is built on its close, long-standing relationships with its customers. Together with our customers, we help improve people's quality of life and contribute to a safer society. We aim to solve our customers' problems, thereby enabling them, in turn, to take better care of their customers and patients. We often do this in innovative and creative ways. At times, we are able to identify our customers' future needs before they do and can thus develop products to solve problems before they arise.
We also know that what our customers value most – even more than our innovative and high-quality products – is Sectra's employees. Therefore, we devote an enormous amount of energy to employing the right people and creating a culture where each employee is always there for our customers. Bolstered by the outstanding commitment of our employees and their understanding of our customers' daily operations, Sectra strives to be more than simply a supplier – we aim to be a partner to our customers. That is what makes us a natural first choice for new customers as well and what enables us to generate a return for the company's shareholders."
TORBJÖRN KRONANDER, PRESIDENT AND CEO
RECORD-BREAKING ORDER BOOKINGS
Sectra's President explains how new long-term customer contracts result in stable revenues over many years.
SECURE COMMUNICATIONS IMAGING IT SOLUTIONS
REVIEWED AND APPROVED Sectra's crypto product for secure communications receives security approval from the Netherlands and
NATO.
page 11
TOP MARKS FROM CUSTOMERS
Sectra receives top ranking from customers – both in the US and globally – in the medical technology industry's most important customer evaluation of IT systems in the healthcare sector.
ENABLING MORE EFFICIENT CANCER CARE
Launch of a new IT system for pathology departments, a customer segment where digitization of microscopic images could contribute to more efficient and effective cancer care.
Report on operations
- 4 About Sectra
- 8 The year in brief
- 9 CEO letter
- 12 Goals and strategies
- 13 The healthcare market
- 14 Imaging IT Solutions
- 20 Business Innovation
- 24 The security market
- 25 Secure Communications
- 30 History
- 32 Five-year summary
- 34 The share
Official Annual Report
- 36 Board of Directors and Auditor
- 38 Group Management
- 40 Administration report
- 46 Financial statements for the Group
- 48 Financial statements for the Parent Company
- 50 Accounting policies
- 53 Notes
- 64 Auditor's report
- 66 Glossary and references
- 67 Contact information
- 67 Annual General Meeting 2015
- 67 2015/2016 financial calendar
Driven by knowledge and passion
The world needs more efficient healthcare and more secure communication. Sectra plays a key role in meeting these needs. On the following pages, we explain why we exist as a company, what we do and how we distinguish ourselves from other suppliers.
Why
Population growth is resulting in a greater need for healthcare and placing demands on more efficient care
A growing number of people are living longer lives. At the same time, the proportion of people working in healthcare or contributing to the financing of the healthcare sector as taxpayers is decreasing. In most countries, this is creating enormous challenges for healthcare systems. In order to maintain a high quality of care, the healthcare sector is being forced to accomplish more with the same or fewer resources. Sectra's work enables hospitals across the world to become more efficient
and thus take care of more patients and even save more lives. This is the driving force behind Sectra's operations.
Technological development and threat of eavesdropping are driving demand for secure communications
Eavesdropping on telephone calls and messages is relatively easy and inexpensive. The rapid technological advances taking place in mobile data and telecommunications and changing threat scenarios are imposing new requirements on crypto products. This also makes society's most critical functions more vulnerable to
cyber-attacks and sabotage. Sectra's work provides more opportunities to communicate securely using modern technology and can provide greater protection against cyber-attacks on key social functions. When the most sensitive information of a nation or organization is protected, its citizens can feel secure. This is the driving force behind Sectra's operations.
Read more about the driving forces in Sectra's niche markets on pages 13 and 22.
Offering for more efficient healthcare
Sectra develops IT solutions and services used to store and display medical images, communicate results and facilitate cooperation within and between hospitals. Sectra streamlines the entire healthcare chain in order to allow more patients to be taken care of while maintaining or improving the quality of care. Sectra also offers solutions that improve medical education and facilitate early diagnosis of osteoporosis and the care provided for the effects of osteoarthritis, which are some of society's most costly diseases.
Since medical images play a key role in diagnostics and the determination of an appropriate treatment, Sectra's systems play a central role in customer operations. Customers value Sectra's systems because they are stable and thus always available – around the clock, all year long, regardless of load or the need for service and
upgrades. Sectra's customers are involved in the company's product development and can feel secure in the knowledge that their systems will be able to handle all of the challenges they face – today and in the future. Sectra's systems allow customers to focus on their most important task – keeping up with their continuously increasing stream of patients and providing them with good care.
Sectra's medical operations are included in the Imaging IT Solutions business area (page 14) and the Business Innovation area (page 20).
Customer promise
"Efficient and future-proof medical imaging solutions delivered by the best people in the industry."
Offering for secure communications
Sectra develops products and services for secure voice and data communications, which are used to protect the most sensitive information handled by authorities and defense organizations in Europe. Sectra's products have been approved by the EU, NATO and several national security authorities. Sectra provides protection against eavesdropping attacks and prevents information leaks, which is crucial in ensuring the function of society and safety of people.
Sectra's systems are based on advanced encryption and meet rigorous demands for stability and accessibility, even in areas where traditional mobile coverage is insufficient. They are also easy to use, which helps the user avoid mistakes and
save time, for example, in crisis situations. When it comes to civilian customers, this ease-of-use is a key reason why Sectra's products are used on a daily basis for communicating information that requires protection.
Sectra's security operations are conducted in the Secure Communications business area (page 25).
Customer promise
"An optimal balance between security, accessibility and usability."
How
The knowledge to meet expectations. The passion to exceed them.
In a mature market, there are many companies that can deliver products that meet a customer's basic needs. While Sectra is on the cutting edge in terms of its products, this does not necessarily give the company a long-term competitive edge since products and functions can be copied. What truly distinguishes Sectra from the competition is its employees. Sectra's customers can expect to work with a group of highly skilled individuals who are more than happy to share their experience. Individuals who are prepared to walk that extra mile to solve customers' problems – more than is normally expected from a supplier. Individuals with "The knowledge to meet expectations. The passion to exceed them." This is why customers choose Sectra. And why they remain loyal.
This unique "Sectra spirit" is built on the company's corporate culture, which is characterized by a sense of responsibility and an environment that also allows for mistakes. A key element of the corporate
culture is to "act, and act smart!" At Sectra, this means taking initiative without having to ask your boss, assuming responsibility and acting quickly when necessary in order to solve customers' problems.
Sectra's culture is based on:
- A strong drive to always attempt to exceed customer expectations.
- Continuous improvement and innovations in high-tech fields.
- Offering solutions that benefit both individuals and society.
- Taking initiative, assuming responsibility and acting – "act, and act smart!"
- Collaboration with demanding customers and competent end-users to create solid solutions.
- Tolerance and respect for each other as individuals and friends.
- Job satisfaction and humor.
This culture and the company's close, long-term cooperation with its customers – combined with innovation and technological excellence – form the basis for Sectra's success.
In 2015, Johan Kälvesten, one of Sectra's industry-based doctoral students, defended his dissertation on how automatic image analysis can be used to prevent fractures caused by osteoporosis. To learn more about how Sectra is applying Johan's research in its Osteoporosis business line, refer to page 22.
Research and development
Sectra has its roots in research at Linköping University. Its ties with the research community remain strong and the company's history is marked by innovation and business development that create significant customer value. Sectra is conducting research projects together with universities and hospitals around the world. The Center for Medical Image Science and Visualization (CMIV) in Sweden and University Hospitals in Cleveland in the US are two of Sectra's research partners.
Some 10–14% of consolidated sales is invested in R&D
5 industry-based doctoral students divide their time between Sectra and various universities
Approximately 10 research projects
Some 30 patents
Sectra's customers choose stable, easy-to-use systems for society's most critical functions
London's largest healthcare consortium
Agreements with such customers as Kings College Hospital NHS Foundation Trust, London North West Healthcare NHS Trust, Barking, Havering and Redbridge University Hospitals Trust, Barts Health NHS Trust in London. These customers have a combined catchment comprising 6.5 million Londoners.
Prominent US hospitals
University Hospitals in Cleveland (UHC) is one of Sectra's largest customers in the US and an important research partner. UHC conducts more than 2,000 radiology examinations every day. It is critical that Sectra's IT systems are accessible even during upgrades and service. Read more about how users at UHC were able to continue working without any disruptions during a major system upgrade.
Majority of Stockholm healthcare providers
Customers such as the Karolinska University Hospital, Södersjukhuset (Stockholm South General Hospital) and the Stockholm County Council use Sectra's solutions in their work to provide care for the two million residents in the region.
More than half of all EU countries protect their communication using Sectra's solutions
Users in 17 European countries and in the EU and NATO. Sweden and the Netherlands are Sectra's largest markets for security products.
More advanced education for medical students at South American university
Atenor Orrego Private University (UPAO) in Peru became a new customer during the year. Sectra's table for medical education is used by medical students around the world. Learn more about how the Karolinska Institute is modernizing its anatomy studies.
The year in brief
Significant events
For details about these individual events, refer to sectra.com/news
First quarter
- University Hospitals in Cleveland, one of Sectra's largest customers in the US and a key research partner, signed a maintenance agreement and ordered Sectra's dose monitoring service, Sectra DoseTrack.
- New multi-year agreement for medical imaging management with Region Skåne, one of Sectra's major customers in Sweden. The order was valued at SEK 114 million.
- The Council of the European Union in Brussels extended its framework agreement with Sectra for secure telephony until 2018.
Second quarter
- Hartford HealthCare (HHC), a hospital chain based in Connecticut in the US, ordered Sectra's service for dose monitoring, Sectra DoseTrack, for five of its hospitals.
- The major Norwegian healthcare provider Helse Vest ordered a medical media archive from Sectra in order to achieve more efficient management of the region's medical imaging materials. The order was valued at SEK 19 million.
- Sectra distributed SEK 4.50 per share, totaling SEK 167 million, to its shareholders through a share redemption program.
- For the first time, Sectra fulfilled all of the financial goals established in 2013. See page 12.
Third quarter
- Sectra's IT system for managing medical images, Sectra PACS, won a grand slam in customer satisfaction. See page 11.
- Multi-year agreements were signed with several customers in the UK, including the large care providers London North West NHS Trust and Kingston Hospital NHS Foundation Trust.
- The Stockholm County Council ordered IT services from Sectra for the archiving of the region's radiology images. This is a multi-year agreement with an order value of SEK 85 million.
- The crypto product, Sectra Tiger/R, was launched for secure mobile telephony. This new product enables organizations to have coherent infrastructure in which users can communicate with each other regardless of security level.
Fourth quarter
- A multi-year agreement was signed with the Karolinska University Hospital, which purchased Sectra's IT service for efficient management of radiology images and patient information (PACS and RIS). The service is the first of its kind in Sweden for which the supplier takes turnkey responsibility for technology, administration and servicing of the radiological IT systems of hospitals. The order was valued at SEK 207 million.
- Launch of a new IT solution for pathology departments, a customer segment where digitization of microscopic images could contribute to more efficient and effective cancer care.
- Sectra strengthened its presence in Denmark through the acquisition of its partner it-mark ApS.
| KEY FIGURES, SEK million | 14/15 | 13/14 | 12/13 | 11/12 | 10/11 |
|---|---|---|---|---|---|
| Order bookings | 1 550.4 | 925.7 | 916.0 | 701.1 | 630.9 |
| Net sales | 961.4 | 853.8 | 817.0 | 823.0 | 783.7 |
| Operating profit | 150.3 | 128.1 | 85.9 | 103.5 | 72.5 |
| Profit before tax | 164.4 | 141.5 | 86.6 | 127.9 | 70.2 |
| Earnings per share, SEK | 3.38 | 2.80 | 1.68 | 2.52 | 1.31 |
| Cash flow1 | 85.0 | 123.6 | 191.2 | 148.6 | 44.9 |
| Dividend/redemption2 | 168.8 | 167.7 | 166.9 | 185.5 | 184.2 |
1 Cash flow pertains to operations after changes in working capital.
2 14/15 pertains to the Board's proposal to the 2015 Annual General Meeting.
SALES BY SEGMENT 2014/2015 SEK million
SALES PER GEOGRAPHIC MARKET 2014/2015 SEK million
Other operations pertain to Sectra's operations for the financing of customer projects and asset management, as well as joint functions for administration, Group finances, marketing communication, IT, regulatory affairs and investor relations activities.
For comments on the company's financial performance, refer to the Administration Report on page 40.
Increased customer value, satisfied customers and high returns
Torbjörn Kronander was listed by Swedish MedTech Magazine as one of the most influential people in the medical technology field in Sweden. He was made an honorary doctor of medicine by Linköping University along with Jan-Olof Brüer, Board member and former CEO of Sectra. There were strong reactions to Torbjörn Kronander's article in Swedish business daily Dagens Industri on how the condemning remarks of Swedish politicians about Saudi Arabia are jeopardizing Swedish export of medical technology. But above all, he led Sectra to new success together with his employees.
The 2014/2015 fiscal year was a favorable one for Sectra. There are several reasons for our positive performance, one of the most important of which is customer satisfaction. I am proud of and grateful for the efforts of our employees, which contributed significantly to our ability to deliver customer value, thereby enabling us to report a favorable earnings trend.
When I meet customers, both in the healthcare and security fields, I can see the strong confidence in Sectra that our employees have built up. It is highly gratifying to see that we have succeeded in creating such confidence and generating customer satisfaction for Sectra and our products. In this respect, we appear to have performed better than our competitors.
Highest customer satisfaction again
The fact that Sectra has satisfied customers was confirmed by both external and internal surveys around the world. Among other surveys, our medical IT solution Sectra PACS received a top ranking in KLAS, the industry's most important customer satisfaction survey (page 11) for IT systems in healthcare, for the second consecutive year. The surveys reveal that our high rating is attributable to the company's employees, as well as the stability and easy-to-use nature of our systems.
Our quality work is heavily based on feedback from users and customers. Accordingly, I would like to specifically thank all users who have taken the time to give us valuable feedback in different surveys, thus enabling us to continuously strive to improve even more.
We also appreciate the opinions and suggestions we receive from shareholders and investors. As a result of such feedback, we have now supplemented the Annual Report with an income statement classified by function and we held an open day at our Linköping office in connection with the most recent Annual General Meeting.
Sectra's financial performance and strategic choices
Long-term contracts contribute to stable performance Customer confidence in Sectra is also
reflected in order bookings, which are the highest in the company's history. However, it will not result in a quick, short-term increase in sales. Many of the new agreements are service deliveries with terms of up to ten years, which means that they will gradually increase net sales and contribute to a stable performance over a long time to come.
The scope for growth in Sectra's niche areas remains large, as confirmed by the higher order bookings in all business areas. The UK represented the largest increase, but the high order level in this market is only temporary since many hospitals had to purchase new systems or renew their agreements before summer 2015.
We are focused on controlled growth and primarily on being a leader in markets where the company already operates, as well as growing in a few carefully selected markets were we believe there is high growth potential. In line with this strategy, we strengthened our presence in Denmark during the year through the acquisition of our partner it-mark ApS, which offers online services for medical imaging management. We also established a new subsidiary of Sectra Communications in Finland, where we are working to boost our sales of security products and services, as well as another subsidiary in France linked to the activities being carried out in Business Innovation.
Sectra growing in major markets
Several of Sectra's major markets are displaying strong growth. We increased our sales by more than 20% in the US, where we are beginning to see the effects of our top ranking in the two most recent KLAS surveys, and in the UK and Norway. We are making progress, but I must emphasize that there are also areas of concern. Sales in Sweden have declined as a result of the
market for encryption systems being weak for several years. The favorable sales of medical systems were not sufficient to fully offset this downturn, which led to the lower sales in Sweden. However, the Secure Communications business area reported slightly improved earnings in recent quarters due to higher revenues from customers in Europe, and also as a result of our major customers in our domestic market of Sweden.
All financial goals achieved
Although not all of our business areas are performing as expected, we fulfilled all of the Group's financial goals (page 12) for the first time since they were established two years ago. Our financial focus will now concentrate on increasing operating profit, while maintaining our operating margin. Growth will be achieved through the development of customer partnerships, increased sales of software and cloud services, and new products and services related to existing areas. Primarily, we will grow organically, although smaller acquisitions may also continue to be made to strengthen and supplement organic growth.
Service sales replace traditional delivery models
It is increasingly common in the IT systems market to deliver software as a service (SaaS), instead of selling software as a product with subsequent maintenance and service agreements. This trend also applies to Sectra, but is not as clear in all markets. The vast majority of large-scale IT systems for the healthcare sector in the UK are purchased as SaaS. We completed the first SaaS deal in Sweden only last year and such orders remain uncommon in the US. Naturally, this affects Sectra to a great extent, particularly regarding short-term
cash flow. This is, however, counterbalanced by long-term stability. An order is realized quickly for product deliveries, within about a year, while a SaaS order can be spread over up to ten years. But this is not necessarily always a disadvantage. It is difficult to get banks and other credit institutions to lease software, which is beneficial for a financially strong company such as Sectra that can manage this itself. New players in the market can seldom sustain this type of business transaction. For Sectra, it also results in greater longterm security and stability since more than 50% of our sales have now been secured before the start of a fiscal year.
The future
Innovation and research
Using modern IT technology, we help customers work efficiently and more securely. One of many examples is Sectra's new system for digital pathology that in addition to improving pathologists' work can also have a positive effect on the entire cancer care sector. Pilot customers tested the system this year with positive results and we are ready to begin deliveries to
the first customers. The system is based on technology developed jointly with researchers at Linköping University and representatives from many Swedish county councils. We are genuinely excited to help pathology departments make the move over to digital imaging management so that they, like radiologists, will also be able to, for example, share and distribute images and diagnoses with specialists at other hospitals. This is where Sectra has an advantage on its competitors since we have added pathology to the same underlying system used for our digital radiology. This means that hospitals can reuse their investments, reduce the number of IT systems and lower their costs.
For two consecutive years, we have increased investments in product development and future-oriented projects that have the potential to solve our customers' problems. We have also sold and licensed some of our patents, which made a positive contribution to our financial results. As part of the agreement, Sectra can, if we so wish, use the patents in proprietary products in the future. Accordingly, not only can investments in product development and research lead to improved market
positions, but money can also be made on protecting the innovations that we produce for the future.
Outlook
There can be no doubt that the world needs more efficient healthcare and more secure communication. Sectra is often one step ahead of its competitors, giving us unique opportunities to be involved in forming the future of the healthcare and security fields together with our customers. Thanks to our close, long-term customer relationships, our innovative, high-quality products and our strong financial position, we have the necessary prerequisites to drive the development of solutions that can improve people's quality of life, reduce society's healthcare costs and contribute to a safer society. This is how we create customer value, which, combined with high financial control, results in a favorable return for our shareholders.
Linköping, June 2015 Torbjörn Kronander President and CEO Sectra AB
Sectra wins a grand slam in customer satisfaction
2014 Best in KLAS Awards: Software and Services Report, December 2014. © 2014 KLAS Enterprises, LLC. All rights reserved. www.KLASresearch.com
For the second consecutive year, Sectra's medical IT system, Sectra PACS, topped the company's segment in the medical technology industry's most important customer satisfaction survey in the US, "Best in KLAS," which is compiled by the analyst company KLAS. For the first time, KLAS also conducted a corresponding survey outside the US, in which Sectra was ranked as the leading global supplier. In the US, Sectra also topped the smaller categories "mid-size and small hospitals" and "radiology clinics" for the first time.
PACS
"Sectra is an outstanding partner. They exemplify how we want all of our supplier relationships to be. They are highly dedicated and provide us with solutions. We recently extended our contract with them."
Vice President/other senior position at a large US hospital in July 2014
Goals for stability, profitability and profit growth fulfilled
The purpose of Sectra's Group-wide goals and strategies is to build financially sound operations. This provides Sectra with opportunities to create customer value and thereby contribute to long-term growth in shareholder value.
Sectra's financial focus in 2014/2015 was on increasing its operating profit while maintaining its operating margin. All three financial goals had been met as of the balance-sheet date. Refer to the table below.
Five Group-wide strategies
• International expansion in areas and regions where Sectra holds an established position. Primarily organic growth, supplemented by smaller acquisitions
that also strengthen the Group's organic growth.
- Partnerships to reach a broader geographic market and to offer a wider range of products and services to customers.
- Close relationships with demanding customers to ensure that Sectra's solutions meet market demands for quality, usability and functionality. Customer satisfaction is essential for continued successful development.
- A strong, innovative corporate culture
to attract and retain talented employees with the ability to solve our customers' problems and meet – or in many cases exceed – their expectations.
• Close collaboration with universities and research institutions to capture ideas and new product areas that Sectra's customers may find useful.
For long-term goals, priorities and future focus areas, refer to the CEO's letter and the sections for each business area.
| Financial goals in order of priority | Status | Why this goal | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Stability The equity/assets ratio is to be at least 30% |
Target 30 % | 61.0 | 69.4 | 61.4 | 60.7 | 56.1 | The equity/assets ratio was 56.1%, which is higher than the strategic goal. This high equity/assets ratio has had a positive impact on custo mer confidence in the company. |
A strong financial position provides security for customers and enables in vestments in products and areas that create additional value for customers. |
A strong balance sheet also enables | |
| 10/11 | 11/12 | 12/13 | 13/14 | Although Sectra has distributed more than SEK 500 million to share holders through a share redemption program over the past three years, 14/15 the equity/assets ratio remains high. years. |
Sectra to finance managed-services agreements with customers, which is a major advantage since demand for these solutions has grown in recent |
|||||
| 2. Profitability | The operating margin was 15.6%. Excluding nonrecurring items |
A company must be profitable in order to invest in the development of |
||||||||
| The operating margin (EBIT margin) is to be at least 15% |
Target 15 % | 9.3 | 9.9 | 10.5 | (refer to page 41), the operating 15.6 15.0 margin was 14.8%. Profitability has displayed a positive trend in recent years through structural changes, a higher proportion of license and service sales, product |
new products and services. A healthy operating margin provides a guarantee that the business transactions in which Sectra can provide the most value are given higher priority than devoting resources to areas in which such value |
||||
| 10/11 | 11/12 | 12/13 | 13/14 | 14/15 | development and a more efficient delivery organization. |
is lower. Favorable profitability enables Sectra to generate a strong return for its shareholders. |
||||
| 3. Growth Operating profit (EBIT) |
10.7 | Profit growth amounted to 10.7%. This was a result of Sectra's long |
The goal of higher earnings per share puts development for individual share |
|||||||
| per share is to grow 10% per year, on average, over a five-year period. |
Target 10 % | 10/11 | 11/12 | 12/13 | 7.0 | term efforts to boost cost-efficiency while increasing the proportion of higher-margin products, such as software licenses. |
holders first. Since the proportion of software, services and deliveries via the Internet is increasing at the expense of hardware deliveries, for |
|||
| -9.2 | -1.8 | -7.2 | 13/14 | 14/15 | example, the goal of achieving higher sales is not as relevant for the company. |
|||||
Effective IT infrastructure promotes patient-centered care
Today, one in ten people in the world is over the age of 60 and this proportion is expected to double by 2050. More than half of all hospital beds are occupied by people over the age of 65. In order to take care of more patients, particularly more elderly patients, healthcare must become more efficient.
Drivers and trends
- An aging population and greater prosperity requires higher capacity and efficiency in healthcare.
- In such areas as cancer, cardiovascular diseases, neurology and diseases of the musculoskeletal system, the right IT support is critical to reducing costs throughout the entire healthcare chain.
- Patient-centered care and integrated diagnostics require an IT infrastructure that supports more efficient work and image flows across traditional department boundaries, as well as IT solutions that give patients better insight into their own care.
- Consolidation and coordination of healthcare resources for increased cost efficiency. This contributes to the growing need for the communication, archiving and presentation of medical imaging data.
- Customers' buying behavior is moving toward purchasing IT systems and software in the form of managed-service agreements or a pay-per-use model, instead of making their own capital investments. This means that providers must have the capacity to finance agreements that can be quite extensive.
Market potential
Most of Sectra's revenues from the healthcare market are currently derived from the radiology IT systems product segment (RIS/PACS). Size of the market, approximately 80% of which pertains to IT systems for managing medical images (PACS):
- Europe: approximately USD 524 million, growth 5% per year 2012–2019
- US: approximately 1,873 million, growth 6-9% per year 2012–2019
Source: GlobalData 2012
Proportion of the population over the age of 60
This graph shows the growth of the older portion of the world's population, which is imposing increased demands on more efficient healthcare.
Source: http://www.census.gov/population/international/data/idb/informationGateway.php
Imaging IT Solutions
About Imaging IT Solutions
Number of employees: 426
Product offering
Medical IT systems and services that help Sectra's customers care for more patients, while retaining or improving the level of quality. Sectra offers flexible delivery models that allow customers to choose, for example, between purchasing the company's systems as traditional system installations, cloud services or managed services wherein Sectra is responsible for the operation of the system.
- Management, archiving and presentation of all types of medical images and patient information.
- Operational monitoring and radiation dose monitoring.
- Maintenance in the form of support, system monitoring and upgrades.
- Consulting services related to integration, system design, data migration and business development.
- Training.
Customers
Public and private healthcare providers that offer medical imaging services. Customers are normally major production-oriented hospitals and private clinic chains.
Sales channels and geographic presence
Own sales organization and/or partners in nearly 20 countries throughout Europe, North America, Australia/New Zealand, Russia, Japan, the Middle East and South-East Asia. The business area's largest markets are Sweden, the UK, the US, Norway and the Netherlands.
Major competitors
Agfa, Carestream, Fuji, General Electric, Philips, Siemens and local players in various countries.
Where we are headed
The business area's long-term goal is to be a leading provider of total solutions for the management and communication of all types of medical images – primarily in large diagnostic imaging units, such as radiology, mammography and pathology, as well as other departments where medical images are used.
Where we are now
To enable healthcare providers to provide better, faster and more patient-centered care, Sectra offers systems and services for consolidated management and archiving of all types of medical images. The company's solutions are suitable for managing images from such medical fields as radiology, mammography, pathology, dermatology (skin), cardiology (heart) and orthopaedics. The size of the customer varies from small private clinics to some of the largest healthcare providers in the world. Regardless of their size, Sectra's
customers are able to manage all of their medical images in a consolidated solution. Sectra's technology also enables integrated diagnostics since it facilitates, for example, collaboration between radiologists and pathologists by allowing images from both diagnostic specialties to be archived and viewed in a single system.
The use of medical images for cancer diagnosis is a common thread that runs through Sectra's offering. While most customers are active in the fields of radiology and mammography, use of the company's products is growing in other areas as more customers implement systems for consolidated image management.
Sectra is one of the world's leading providers of IT systems for managing medical images and patient information. The company commands a marketleading position in Sweden, Norway, the Netherlands and Portugal. More than 1,700 healthcare providers currently use Sectra's systems and services.
The year in brief
The focus during the year was on further developing existing customer relationships, broadening the product portfolio with solutions that further optimize customer operations and growing through the addition of new customers in regions where Sectra has an established customer base and in carefully selected emerging markets through partners.
Sectra wins a grand slam in customer satisfaction
For the second consecutive year, Sectra's system for handling radiology images, Sectra PACS, topped the medical technology industry's most important customer satisfaction survey in the US, "Best in KLAS," which is compiled by the analyst company KLAS. For the first time, KLAS also conducted a corresponding survey outside the US, in which customers also ranked Sectra as number one.
Rapid growth in the UK and the US
The business area reported strong sales growth in the US, where Sectra is beginning to see the effects of its top ranking in the two most recent KLAS surveys, and in the UK and Norway. However, Sweden remains the company's largest market and
new agreements were signed with several major customers in the region. For examples, refer to pages 7-8.
New products and functions for cancer diagnosis
- The company launched an IT solution for pathology. Refer to page 16.
- Various software tools that facilitate cancer diagnosis and provide faster, clearer information for referring physicians.
New delivery model for image archivning offers scalability and cost-efficiency
• Sectra began delivering its solution for consolidated image archiving as a cloud service. Major customers such as the Stockholm County Council in Sweden were among the first to order the service.
Expansion through acquisition
• The organization in Denmark was strengthened through the acquisition of Sectra's partner it-mark. Among other services, the company supplies IT services for medical imaging management (PACS) to healthcare providers, mainly in Denmark, as well as other countries in the EU.
Financial performance
For comments on the business area's financial performance, refer to the Administration Report on page 40.
OPERATING PROFIT SEK million
Better cancer care with IT systems for pathologists
Sectra has launched an IT solution for pathology that simplifies the work of pathologists and creates opportunities for better cooperation between the various physicians and departments involved in the care of cancer patients. The solution is based on the results of a large-scale ongoing research project in Sweden conducted by the CMIV, in which Sectra and 15 county councils are participating. The results from pilot projects, during which the solution was evaluated in a clinical environment, were highly positive.
To learn more about the results, visit: sectra.com/ar_pathology
Pathology, a large specialized clinical area, is on the verge of digitizing the management of microscopic images. While Europe – and particularly Scandinavia – are at the forefront of the transition to digital technology, so far only a few individual hospitals have introduced digital imaging management for pathology. In the US, the use of digital technology for primary diagnostics in pathology has not yet been approved by the Food and Drug Administration (FDA). The growth rate is expected to remain low in the short term and then gradually increase as the individual markets mature.
Marie Ekström Trägårdh President of Imaging IT Solutions and Executive Vice President of Sectra AB
"To be able to develop the market's best solutions, we must understand our customers' everyday operations and, perhaps even more importantly, how we can best meet the needs of the patient. This requires in-depth knowledge of care processes and workflows, which we gain by regularly meeting with customers in their operating environments. I recently sat in on a tumor board, where two oncologists, a radiologist, a pathologist, a cancer coordinator and a surgeon were discussing a case. Another two radiologists participated remotely. The pathologist was using several large maps and tissue samples, and it was obviously difficult for the physicians participating remotely to view them. That meeting reinforced my conviction that what we do at Sectra really matters. By providing all participants with an overview of the available information, including digital pathology images, we can make the work of the care providers more efficient and create significantly higher quality decision-making data for the patient's treatment. These types of decisions are a matter of life and death. By offering technology that improves the availability of images and information, and contributing to knowledge sharing, Sectra can make a difference for the individual patient. This is the biggest driving force for us at Sectra."
The way forward
Opportunities
- Major global need for further efficiency in radiology and other image-intensive areas in healthcare. Sectra has good potential to grow through new and existing products and services.
- Grow through additional sales to the company's existing customer base, as Sectra has done for many years in its domestic market in Scandinavia.
- Extend the product offering into new segments. Primarily pathology, but also other types of image-intensive operations in which cancer diagnosis, integration and workflow play an important role. Imaging management has not yet been digitized in the field of pathology, which could thus benefit significantly from Sectra's expertise and solutions.
- Demand for IT solutions such as cloud services is growing since these solutions offer major cost and operational benefits for both customers and providers. This area offers considerable growth potential for Sectra in both new and existing customer segments.
Risks
- Not being able to maintain the pace of innovation or leadership in today's rapid technological development.
- The price trend.
- Political decisions that impact healthcare reimbursement systems or levels.
For information on operating risks, refer to Note 30 Risks, risk management and sensitivity analysis (page 62).
Focus on offering customers efficient and future-proof solutions for managing and communicating all types of medical images
| Develop relationships with existing customers through which Sectra's |
|---|
| Short term existing products and services can contribute to further efficiency enhancements. |
| Grow within radiology by adding new customers in regions where Sectra has an established customer base. This includes an increased focus on the US, where Sectra has a very high level of Short term customer satisfaction, but a relatively small market share. |
| Assess individual new markets for direct sales. Medium – long term |
| Grow in carefully selected emerging markets, such as in Saudi Arabia and South America, Medium – long term through new and existing partners. |
| Sales of the solution for digital pathology launched in April 2015. Medium term |
| Greater internal efficiency. Partly by establishing a service-oriented organization Medium term that can support the sale of cloud solutions. |
| Increased customer satisfaction by continuously measuring and monitoring customer Medium – long term opinions about Sectra's support and products. |
| Continued product development and broadening of the product portfolio. Long term |
Short term = 1–2 years Medium term = 3–5 years Long term = more than 5 years
SECTRA ANNUAL REPORT 2014/2015
How Sectra contributes to improving care for patients like Anna
This is Anna!
She was recently diagnosed with breast cancer. Her life has been turned upside down. Her story illustrates how Sectra's work makes a difference for the individual patient and Sectra's view on the future of healthcare.
Quick response key in reducing anxiety
Anna was called for breast screening at a mobile mammography bus close to her home. Unfortunately, they found something suspicious. Anna was quickly called back for further examinations and a biopsy. She was later diagnosed with breast cancer.
Medical images play an essential role in the care process
Anna has several imaging studies done to identify her type of cancer and to see if it has spread to her other organs. During the coming years of examinations and follow-up, her image data will grow tremendously. Efficient storage, display and sharing of these images is essential for her treatment. It is equally important that the physicians involved in her treatment are able to navigate her extensive patient history, create quick and accurate reports based on comprehensive information and communicate their results to other members of Anna's care team.
Digital Pathology – an enabler in cancer care
Pathological findings are another essential component of the diagnostic process. These findings provide the hard evidence of Anna's cancer type and stage, which is decisive for her treatment plan. Through digital technology, the pathologists can efficiently utilize experts in other regions and easily share the pathological report and images to all caregivers involved. Digital pathology makes it possible for everyone involved in Anna's care to gain an overview of the available information, including digital pathology images, which creates significantly higher quality decision-making data for treatment.
Story continues on next page...
Cooperation across borders
Anna's care team is now able to discuss her treatment plan. With both radiology and pathology images in digital form and accessible from a shared technical platform, the different specialists have secure access to all of Anna's data from various locations. They can cooperate effectively, for example, using video conferences and shared screens. This increases the efficiency of the multi-disciplinary team meeting, which is key in cancer care.
Quick and easy imaging overview
It was decided that Anna would receive a mastectomy, followed by chemotherapy and radiation therapy, and finally, reconstructive surgery. Collecting and structuring data from the different treatments provides clinicians with an instant overview of Anna's status.
SURGERY CHEMOTHERAPY RADIATION
FOLLOW-UP
Images enable a clear patient dialogue
Structuring and displaying Anna's images and information in an integrated view ensures that clinicians are better informed. This not only increases their efficiency, it also helps to enable a better information transfer and discussion with Anna and her family about the progress of her cancer treatment.
We are happy to announce that Anna's disease is in remission. She is now a breast cancer survivor.
How can Sectra's solutions support Anna?
Focus on cancer care
Cancer care is a strategic area for Sectra. The company develops and sells solutions that enable integrated diagnostics and facilitate cooperation between medical departments, such as radiology and pathology, which play an important role in the diagnosis and treatment of cancer patients. Sectra's software tools also facilitate cancer diagnosis and dose monitoring, and enable faster, clearer information to be sent to referring physicians.
Support for image-intensive departments
Sectra's solutions make archiving, displaying and sharing of images more efficient.
Reviews can be performed quickly and securely, and a large number of examinations can be reported. This is particularly important for departments that make extensive use of medical images, such as mammography, radiology, pathology and orthopaedics.
Complete patient overview
To enable caregivers to provide better, faster and more patient-centered care, Sectra manages all types of medical images in a cohesive system. This is key when it comes to providing Anna with the best possible care and making her images and information available to everyone involved in her care team. Cohesive patient data is also erasing the boundaries between various systems, such RIS, PACS and journal systems. Sectra transfers RIS and PACS functionality to modules that can be adapted and integrated with the customer's local IT ecosystem. This ensures that everyone in the care chain has access to the patient's images and information, regardless of geographical and organizational boundaries.
Business Innovation
Where we are headed
Sectra's long-term goals for its Business Innovation operations are:
- To contribute to better care for patients by solving difficult and important problems encountered by customers.
- For research projects to validate clinical benefits or lead to new and innovative solutions that add value for customers in Sectra's niche areas, thereby offering significant international business potential.
- To build and manage a strong patent portfolio in Sectra's key areas.
- For the business units to grow and account for at least 10% of the Group's sales, and subsequently evolve into separate business areas. Alternatively, projects may be transferred to an existing business area, as was the case with digital pathology in 2014/2015.
Where we are now
Business Innovation is the Group's incubator for the future. This is where Sectra evaluates and promotes opportunities to commercialize new technologies and new segments in the Group's main and related areas. Through Business Innovation, Sectra participates in research that may lead to a better quality of life for the individual, increased customer value and cost savings for healthcare and society.
In some cases, the projects are maturing business units that are building a customer base for their products and services, but need to continue growing before they become a separate business area. The solutions offered by Sectra through Business Innovation are largely delivered online as cloud services. The projects must be able to generate a profit within five years.
Sound scientific and medical evidence is essential in healthcare, and implementing new technologies and methods is often a long process and associated with high risk. As a result, many research and other early-phase projects will never grow to any major degree, but it is hoped that some will be very successful.
About Business Innovation
Number of employees: 27
Operations
Business Innovation includes the Orthopaedics, Osteoporosis and Medical Education business units, as well as Sectra's research department. Business Innovation also manages and develops Sectra's patent portfolio.
Customers
Private and public mammography and orthopaedic clinics, and universities engaged in medical education.
Sales channels
Own sales organization and partners such as Zimmer in 17 countries in orthopaedics and Tellyes Scientific in China in medical education.
SECTRA ANNUAL REPORT 2014/2015
Jakob Algulin, head of the Medical Education business unit Maria Bolin, head of the Osteoporosis business unit Hanna Eriksson, head of the Orthopaedics business unit Claes Lundström, Research Director Medical Systems
The year in brief
Capacity for innovation and research activities generate cash
Sale and licensing of patents for a total of SEK 16.3 million. This transaction pertained to patents that have not been used by Sectra and constituted a nonrecurring effect that is not expected to happen again.
New distributation partners in South America
Cooperation was initiated with new partners in several South American markets, such as Colombia, Ecuador and Peru, for sales of Sectra's solutions for medical education. The business line also carried out its first installations in the US and expanded its presence in Asia through new partnerships.
Financial performance
For comments on the business area's financial performance, refer to the Administration Report on page 40.
3D-planning for orthopaedists
Development and launch of a new planning tool that allows orthopaedists to use 3D images to quickly diagnose and plan treatment, for example, in cases of acute trauma.
SEK million
OPERATING EARNINGS
Orthopaedics
Market potential
More than 151 million people suffer from osteoarthritis, a disease that often leads to hip, knee and shoulder joint replacement surgery. In total, nearly three million joint replacement surgeries1 are carried out annually worldwide and this number is expected to rise sharply due to the aging population. This presents major opportunities for IT systems and services that can streamline logistics and facilitate the planning and monitoring of orthopaedic procedures.
Safer surgery using digital planning
The Orthopaedics business line offers IT systems for image-based planning and monitoring of orthopaedic surgery. Using medical images, measurement tools and a library of more than 75,000 implant templates, orthopaedists can plan orthopaedic procedures with greater accuracy. For the patient, digital planning reduces the risk of postoperative complications. For hospitals, the number of implants that need to be readily available for each surgical procedure decreases. This reduces inventory costs and increases capital efficiency.
Sectra's solution for orthopaedists is sold as a cloud-based service for customers that do not use Sectra's IT solution for managing radiology images (PACS) and as a traditional software installation. The business line is currently a market leader in Scandinavia in this niche and commands a strong market position in several other countries, including the UK and the Netherlands.
The way forward
- Grow in the countries where the business line has its own sales organization, namely Benelux, France, Italy, North America, Switzerland, Scandinavia, the UK, Germany and Austria.
- Increase sales of cloud-based services
for planning joint replacement surgeries through collaboration with implant suppliers.
• Grow in the trauma segment through sales of the new planning tool using 3D images. Primarily through extended collaboration with existing customers.
Osteoporosis
Preventive and profitable care to reduce suffering
Osteoporosis is one of the world's most costly and painful diseases. In Sweden and the five largest European countries combined, the estimated costs of osteoporotic fractures are EUR 30 billion per year2 . This is partly due to the fact that 80%3 of the people suffering from this disease do not receive the correct diagnosis and treatment. From a socioeconomic perspective, there is a major need to implement methods that facilitate early diagnosis of the disease. By integrating early osteoporosis diagnosis into existing healthcare flows, the costs incurred society for care and aftercare for osteoporotic fractures could be reduced significantly.
Sectra's analysis method can be used to measure bone density with the help of a simple X-ray image of the hand. This analysis indicates the individual's risk of fractures caused by osteoporosis. The image can be taken in connection with a mammography examination or another type of radiology examination. Customers include private and public mammography clinics and healthcare providers that treat osteoporosis.
Mammography clinics in 12 countries have now introduced Sectra's method and to date, more than 15,000 women with a higher risk for osteoporotic fractures have been identified.
The way forward
• Convince public healthcare providers to implement Sectra's method in their healthcare flows. However, the decisionmaking and implementation processes in the public healthcare sector are very slow and, in parallel with its long-term work, the business line is also focusing on increasing sales to private mammography clinics.
Medical education
Visualization technology improves medical education
By interacting with medical images from actual patient cases, students are provided with a better understanding of anatomy, functions and variations between individuals, and better knowledge of rare diseases in the early stages of their medical education. Sectra offers software for a range of image viewing systems, such as visualization tables4 , tablets, projectors and 3D printers. The company's offering includes access to an education portal, where users can share case studies and knowledge.
Customers include universities engaged in medical education. To date, Sectra's solution are used by healthcare personnel and veterinarians in more than 25 countries in Europe, North America,
South America, China, the Middle East and South-East Asia. Sales are primarily conducted through partners.
The way forward
- Increase the number of users who subscribe to the solution in order to share case studies via Sectra's education portal.
- Grow in key markets, such as the US and China.
- Expand into new markets through distributors.
Research
Sectra's research department conducts and participates in projects in order to produce clinical evidence for existing techniques, as well as to create new products. Many of these research projects are carried out in cooperation with leading research institutes, such as the Center for Medical Image Science and Visualization (CMIV) in Linköping and University Hospitals in Cleveland.
Ongoing research projects
Sectra is currently involved in approximately ten research projects, including a large-scale Swedish project to digitize microscopic images in pathology, which commenced in summer 2012. The research results from the first phase of the project include a method for studying pathologists' image viewing patterns (how their eyes move across an image) and which interactive device (computer mouse or the equivalent) works best. Based on these results, pathologist reviews can now be streamlined and become more efficient. The current project phase focuses on the digitization process in the clinical operations of pathology departments.
During the year, the research department also worked on new support functions for radiologist workflows, including a function to automatically identify the body part being captured using images from radiology examinations with CT scans. These types of functions make it easier to find similar, relevant images from the patient's medical history and offer effective support in defining indistinct tumor boundaries. The research team also worked on a method to enable large-scale studies into the usage patterns of radiologists using Sectra's products in order to identify the best and most efficient work methods, which can also provide important input for product improvements.
Research recognized with the Dirk Bartz Prize
Sectra's table for medical education was awarded the Dirk Bartz Prize for Visual Computing in Medicine 2015 by the Eurographics Association. The prize is intended to acknowledge the contribution that innovative computer graphics can make to the medical field.
SECTRA ANNUAL REPORT 2014/2015
The Security Market
– growing demand for secure communication
Communication plays a crucial role in the function and security of our global society. Communication enables us to pass on knowledge and information, influence events and change the world. As a result, sensitive communication must be protected, particularly in relation to trade secrets, critical social functions and infrastructure, government contacts or national security. Shifts in political stability and the recent publicity surrounding the mass surveillance of high-profile politicians are factors that are increasing the demand for secure communication.
Sectra's mission statement
To deliver approved and efficient security solutions to authorities, defense departments and critical social infrastructure throughout Europe.
Drivers and trends
- Eavesdropping on telephone calls and messages is relatively easy and inexpensive, and poses a threat to society.
- New threat scenarios and rapid technological developments in mobile data and telecommunications are resulting in new requirements for crypto products and represent major security challenges for companies and organizations.
- A growing interest shown by civil authorities and critical social infrastructure when it comes to protecting sensitive and confidential information with security-approved products.
- Data is increasingly being stored on servers at remote locations and there is a need to transfer large volumes of data efficiently and securely.
• Increased threat of cyber-attacks and risk of sabotage against critical social infrastructure.
Products approved by independent security authorities
For government agencies, defense departments and critical social functions, the ability to transfer information can be a matter of life and death. The demands on stability, accessibility and usability are thus extremely high and the communication equipment used for handling classified information must, according to customer regulations, be reviewed and approved by an independent security authority.
Four levels of security – Top Secret, Secret, Confidential and Restricted – define the handling of sensitive information and the potential damage that its disclosure could cause. Sectra's offering includes approved solutions for all security levels.
Market potential
Customers are restrictive with information about crypto equipment and planned investments. As a result, there is no relevant market research. Sectra estimates that the number of potential users of the company's products for secure telephony at the Secret security level is approximately 0.3 per thousand of the population, or 100,000 individuals, in Europe. The corresponding figure for the slightly less-demanding Restricted security level is estimated to be ten times higher.
Secure Communications
About Secure Communications
Employees: 55
Product offering
Security-approved solutions and services that prevent classified information from falling into the wrong hands:
- Products that are approved by national security authorities and international organizations, such as the EU and NATO, for secure voice and text communication and secure data transmission.
- Customer-specific development projects and services.
- Training and support.
Customers
Authorities, defense departments and critical social infrastructure that handle classified information. Many are subject to regulations stipulating that their products must be approved by an independent security authority for handling classified information.
Sales channels and geographic presence
Sales are only conducted with customers in the European market. Sectra mainly works with direct sales, but also conducts sales jointly with partners in some countries. The business area has offices in Sweden and the Netherlands, which are the largest markets for the business area, as well as a newly formed company in Finland.
Major competitors
Advenica (formerly Business Security), Tutus, Thales, Rohde & Schwarz, Secunet, Fox IT and Selex Communications.
Where we are headed
The business area's long-term goal is to be the preferred secure communications partner for authorities, defense departments and critical social infrastructure in Europe. Sectra aims to enable people who handle classified information, and who are subject to regulations stipulating that their communication equipment must be approved, to gain access to the latest technology.
Where we are now
Sectra has more than 30 years of experience in developing secure communication systems. The company's solutions are used by customers in most European countries, and by the EU and NATO. This is the result of close and long-lasting partnerships with customers, as well as national security authorities in many countries. Being trusted to protect a nation's most sensitive information requires a high degree of confidence in the provider. Sectra knows what is required to meet the most high-level security standards, while also satisfying organization and enduser expectations of high flexibility and mobility.
Michael Bertilsson President of Secure Communications
excellence of our products."
"When I hear that our solutions are being used to exchange critical information – for example, by EU missions in tumultuous areas around the world – I feel that what we are doing at Sectra is meaningful and fills an important function in society. As a Swedish company, we are involved in protecting the most sensitive information handled by our customers. In many cases, it's a matter of national security for other countries! This is an enormous task with which to be entrusted and we must do so by utilizing the know-how and dedication of our employees and the technical
Financial performance
For comments on the business area's financial performance, refer to the Administration Report on page 40.
OPERATING MARGIN
The year in brief
The focus was on restoring profit levels and acquiring security approval for newly developed products to enable continued expansion in Sweden, the Netherlands and other countries in which Sectra has an established customer base.
Netherlands and NATO approve new product
Sectra Tiger/S 7401 was approved at the Secret security level by the security authority in the Netherlands and endorsed at the Confidential security level by NATO. The first units were deployed by the Dutch Ministry of Defense and NATO.
Ecosystem for secure communications at various security levels
Launch of Sectra Tiger/R – the newest addition to Sectra's Tiger system for secure mobile telephony. With the introduction of this new product, Sectra has created an ecosystem that makes it possible for organizations to have users in different security classes in the same operating environment, where they can all communicate with each other.
The way forward
Opportunities
- Authorities, defense departments and organizations are facing major security challenges due to rapid technological developments. The use of smartphones, tablets and cloud services for data storage, for example, are growing very fast. As experts with extensive experience and certified products in secure communications, Sectra is ideally positioned to take a central role when this market emerges.
- Investments in security are increasing in such areas as private enterprise and critical infrastructure due to the major attention surrounding extensive eavesdropping incidents and cyber-attacks. This presents an opportunity to broaden the business area's activities to encompass new customer segments.
Risks
- Unpredictable changes in security requirements or delays in approval processes by security authorities, which extends the time before a product can be delivered to customers.
- Dependence on large, individual customers. The business area's two largest customers account for more than half of its sales.
For information on operating risks, refer to Note 30 Risks, risk management and sensitivity analysis (page 62).
Sectra Tiger/S 7401 Sectra Tiger/R
Focus on stable, accessible and easy-to-use solutions for secure communications
| Activities | Can yield a positive effect on earnings: |
|---|---|
| Security approvals for the new crypto products Tiger/S 7401 (Secret), in the EU and NATO, and Sectra Tiger/R (Restricted), primarily in the Netherlands, followed by the EU and NATO. |
Short term |
| Restoring the operations' profit levels. Key features will be: - Product orders from the principal customer in Sweden. - Increased sales in the Netherlands and the rest of Europe. This will be enabled by the new offering in the form of a complete ecosystem of solutions at various security levels and the approval of the new Sectra Tiger products. - Having satisfied users. |
Short – medium term |
| Expanding the operations into new customer segments, primarily customers in critical infrastructure and private enterprise. |
Medium – long term |
Short term = 1–2 years Medium term = 3–5 years Long term = more than 5 years
How our expertise in encryption technology secures communication for persons like John
This is John!
He works at the Ministry of Foreign Affairs and he has just been informed about a terror attack in a neighboring country. John's story illustrates how Sectra helps to securely communicate classified information over ordinary mobile networks without fear of interception.
Secure communication in different domains
National security protocols immediately become effective. John needs to call various people to discuss the situation and to coordinate actions. Not everyone is cleared to access the same information, so the communication solution he uses needs to easily switch between multiple security domains both nationally and internationally. Thanks to Sectra, John can use just one device to connect with all his counterparts.
Encrypted speech to avoid eavesdropping John is travelling when he is informed about the terror attack. He plays a key-role in counterterrorism and puts
Easy to eavesdrop on ordinary cell phones
John needs to take several kinds of eavesdropping threats into account. For example, false base stations could be placed around the embassy. Cell phones automatically connect to the base station with the strongest signal, making it relatively easy to eavesdrop this way. The telephony network itself may also be monitored. In the case of a regular phone call, the eavesdropper can listen to, or even record, everything that is said or written. They would also be able to edit and manipulate phone conversations and text messages.
Top Secret
Confidential
Confidential
... continue reading John's story
Availability is key
A group of experts is sent to the attacked country to help in the investigation. John gets regular updates from the commander via the secure and encrypted network. The new intelligence leads to security enhancements for several objects. John needs to instruct and inform various local authorities.
Handling security classification level
The command of the investigation team is not cleared to the same, very high, security level as John is. Thanks to Sectra's solution being able to handle several security levels, John can use the same device when he communicates with the investigation team as when he talks to his other counterparts who are cleared on John's level.
A few weeks after the attack the terror alert level is reduced. Through Sectra's secure communication solutions, approved by the EU and NATO, John was able to keep his conversations secure and classified. We feel deep satisfaction in knowing that our solutions help people like John to operate for a more secure world.
Sectra's solution - exclusive end-to-end encryption
With Sectra's solutions, calls are routed via a secure switch board, an integral part of the Sectra system. Encryption is performed exclusively on the two communicating cell phones and ensures that any signal captured by an eavesdropper cannot be interpreted but only come through as a random noise.
Sectra's history The road to world-leading products
Sectra carried out its first consulting assignment in the late 1970s. A few years later, the company recruited additional joint owners with grand visions for Sectra's future. This marked the start of the company's expansion and development into a well-established IT brand. Data security became Sectra's first niche area and new business areas were subsequently added, while others were discontinued. The medical technology operations, which grew to become Sectra's largest business, started in 1989. Given the fact that customer confidence is a critical success factor, Sectra has always prioritized stable, long-term growth over rapid, high-risk expansion.
In 1978, a team of researchers from the Institute of Technology at Linköping University were presented with the task of creating a security solution for banks. In order to take on the assignment, Professor Ingemar Ingemarsson formed the company Sectra (SECure TRAnsmission) together with his postgraduate students Viiveke Fåk, Rolf Blom and Robert Forchheimer. Linköping University and the Institute of Technology remain a valuable source of knowledge for Sectra and many of the company's most prominent employees have been recruited from these institutes.
From consultancy to product development
A few years later, Jan-Olof Brüer became a postgraduate student in information theory under the supervision of Professor Ingemarsson. When one of Sectra's founders left the company, Jan-Olof was recruited as a joint owner, bringing with him new ideas on how to turn Sectra into a "real" company and ultimately taking over as President. The company now transitioned into the development and sale of products and system solutions in data security and image encoding.
"We had a good laugh at what we thought were simply a flight of fancy. Today, I would say that Jan-Olof's vision has been surpassed," explains Professor Ingemarsson.
While Sectra's aim has always been to operate in niches with long-term growth potential, not all of its operations throughout the years proved to be successful and some were discontinued or divested. Digital equipment for press photographers, which was launched at the Olympic Games in Atlanta in 1984, smart heating regulation
systems for apartment buildings and private homes, and communication systems for monitoring air traffic are a few examples.
National security
After an initial focus on bank customers, Sectra's operations took a new direction.
"Already in 1987, we received a defense order for a new cryptoprocessor. This marked the beginning of our focus on security products for customers in defense departments and government authorities," explains Jan-Olof Brüer, who is currently a Board member and one of Sectra's principal owners.
Sectra has been a market leader in crypto equipment for the Swedish Defense Forces since the 1990s and the company's security products are currently used by government authorities and defense departments in most EU member states.
Medical technology
Guided by a keen interest in medical technology and a vision of digital radiology images, Sectra's current President and CEO, Torbjörn Kronander, came to the Institute of Technology at Linköping University as a postgraduate student in the 1980s. He was soon recruited to Sectra by Professor Ingemarsson and the company began expanding into digital image management systems for radiology departments in 1989. Imaging IT Solutions is now the company's largest business area and a niche in which Sectra commands a world-leading position.
International expansion
Sectra decided early on to focus on niche areas with global potential and its first
subsidiary outside Sweden was formed in Norway in 1995. The company's international journey also included plans to become a listed company, and a listing was carried out in 1999. The aim was to confirm that the company had developed into a strong player before turning its focus to the international arena. The listing also enabled strategic acquisitions and financing of the company's continued expansion. Following the formation of companies in France and Finland in 2015, Sectra now has subsidiaries in 14 countries.
Strategic acquisitions and divestments
Sectra has grown both organically and through acquisitions. The company's first acquisition was completed in 1995 and its most recent in 2015. These acquisitions have included:
- The Swedish companies Imtec AB and RadiSoft AB which, like Sectra, developed IT systems for the healthcare sector.
- ImaXperts, a Dutch company that distributed Sectra's medical systems in the Netherlands, Belgium and Luxembourg.
- Product rights for systems for radiation dose monitoring.
- Burnbank in the UK, which sells IT services for medical imaging to the healthcare sector.
Over the years, Sectra has also divested various sub-operations – most recently in 2011, when Sectra sold its operation for the development and sale of MicroDose Mammography, an innovative radiology device that halved the radiation doses delivered during mammography examinations.
THEN
Sectra presents products for data security and image transfer.
NOW At the RSNA
radiology trade fair in Chicago, Sectra presents solutions for more efficient, patient-centered care flows.
THEN
Sectra delivers telephones to the Swedish Defense Forces, which becomes the first organization in the world to use encrypted mobile communications.
NOW
Customers in more than half of all European countries protect their classified information using Sectra's products.
THEN
Sweden's first film-free radiology department – using Sectra systems – is opened. Images are sent to a nearby hospital via the telephone network.
NOW
More than 1,700 hospitals worldwide use Sectra's medical products and approximately 75 million radiology examinations are managed using Sectra's systems each year.
SECTRA ANNUAL REPORT 2014/2015
Five-year summary
Increased stability and profitability based on a long-term, innovative and efficient approach
2014/2015
Increased stability based on long-term customer contracts
Many large, long-term customer contracts were signed and Sectra reported recordbreaking order bookings. Strong growth in the UK, Norway and the US. Cash flow impacted by the high number of customer projects in the installation phase. Launch of IT system for digital pathology and acquisition of partner it-mark in Denmark. All financial goals were achieved and the Board of Directors proposes that SEK 168.8 million be transferred to shareholders through a share redemption program.
2013/2014
Positive profit trend
Due to the structural changes, internal efficiency enhancements, business and product development implemented in recent years, the Group achieved its operating margin target of 15%. Strong growth in the UK and the Netherlands, and increased investment in product development. The company transferred SEK 167.7 million to shareholders.
2012/2013
Focused growth initiatives
Efforts to strengthen the company's position in markets where Sectra holds an established position continued, including in the UK, where the medical IT services company Burnbank was acquired. Order bookings rose 30% due to successful sales in such countries as Sweden, the UK and the Netherlands. Strong financial position and solid cash flow. The company transferred SEK 166.9 million to shareholders.
2011/2012
Sectra's largest structural transaction Sectra divested the operation for development and sales of the low-dose mammography product MicroDose Mammography. The capital gain was SEK 322 million and the structural transaction had a very positive impact on profitability and cash flow. In autumn 2011, Sectra transferred SEK 184 million to shareholders through a share redemption program (attributable to distributable profits in 2010/2011) and an additional SEK 185 million was transferred for 2011/2012. Although the weak economic situation affected growth in many countries, order bookings rose 11% due to successful sales in northern Europe.
2010/2011
Deliveries of new-generation IT system for medical images commence
Sectra's sales rose nearly 4%, despite slow market growth due to the economic climate in both Europe and the US. Very few major transactions were implemented, which contributed to lower order bookings. An extensive development project for a new-generation IT system for medical imaging management was completed, which led to increased amortization. Earnings were negatively impacted by the strong SEK, and currency fluctuations had a negative effect of SEK 18 million on financial items. Major investments in a low-dose mammography product were also charged against profit.
NET PROFIT FOR THE YEAR SEK million
CASH AND CASH EQUIVALENTS SEK million
| Amounts in SEK thousands unless otherwise stated. | 2014/2015 | 2013/2014 | 2012/2013 | 2011/20121 | 2010/2011 |
|---|---|---|---|---|---|
| Definition of key figures, see note 63. | |||||
| Sales, earnings and order bookings | |||||
| Net sales | 961 392 | 853 796 | 816 954 | 823 090 | 783 691 |
| Annual growth | 12.6 | 4.5 | -0.7 | 5.0 | 4.0 |
| Depreciation | -42 324 | -45 590 | -45 955 | -43 389 | -41 288 |
| Impairment | 0 | -18 972 | 0 | 0 | 0 |
| Operating profit (EBIT) | 150 294 | 128 072 | 85 866 | 103 465 | 72 544 |
| Average growth for operating profit per share, five-year, % | 10.7 | 7.0 | -7.2 | -1.8 | -9.2 |
| Profit after financial items (EBT) | 164 416 | 141 464 | 86 554 | 127 855 | 70 173 |
| Net earnings for the year from remaining operations | 126 077 | 103 858 | 62 246 | 92 848 | 48 299 |
| Profit/loss from discontinued operations2 | 0 | 0 | 0 | 292 967 | -57 916 |
| Net earnings/loss for the year | 126 077 | 103 858 | 62 246 | 385 815 | -9 617 |
| Order bookings | 1 550 397 | 925 716 | 916 022 | 701 157 | 630 968 |
| Profitability | |||||
| Gross margin, % Operating margin, % |
20.0 15.6 |
22.6 15.0 |
16.1 10.5 |
17.8 12.6 |
14.5 9.3 |
| Profit margin, % | 17.1 | 16.6 | 10.6 | 15.6 | 9.0 |
| Return on total capital, incl. discontinued operations, % | 15.8 | 13.7 | 7.9 | 40.8 | -0.7 |
| Return on working capital, incl. discontinued operations, % | 25.1 | 21.1 | 11.6 | 59.7 | -1.1 |
| Return on equity, incl. discontinued operations, % | 20.6 | 16.3 | 8.6 | 58.0 | -1.6 |
| Value added, SEK million | 626.1 | 548.1 | 502.1 | 488.9 | 475.5 |
| Funding and working capital | |||||
| Working capital, SEK million | 667.7 | 661.3 | 691.8 | 822.0 | 592.9 |
| of which goodwill | 46.8 | 40.2 | 46.1 | 0.0 | 0.0 |
| of which other intangible and tangible fixed assets | 178.8 | 133.2 | 125.7 | 119.3 | 255.2 |
| Liquidity ratio, multiple | 2.2 | 2.7 | 2.6 | 3.4 | 2.1 |
| Solvency, % | 56.1 | 60.7 | 61.4 | 69.4 | 61 |
| Debt ratio | 0.09 | 0.07 | 0.04 | 0.04 | 0.04 |
| Investments, SEK million | 63.9 | 54.6 | 76.2 | 31.1 | 42.9 |
| Cash flow | |||||
| Cash flow from operating activities | 165 639 | 159 836 | 133 634 | 153 545 | 25 623 |
| Operating cash flow | 85 039 | 123 632 | 191 216 | 148 580 | 44 852 |
| Cash flow from investment activity | -63 931 | -54 633 | -76 206 | -31 103 | -20 547 |
| Cash flow from financing activity Cash flow for the year |
-154 288 -133 180 |
-158 059 -89 060 |
-182 697 -67 687 |
-173 042 395 530 |
-16 898 7 407 |
| Employees | |||||
| No. of employees, average | 546 | 523 | 527 | 500 | 496 |
| No. of employees at fiscal year-end | 565 | 536 | 528 | 502 | 500 |
| Sales per employee, SEK million | 1.8 | 1.6 | 1.6 | 1.6 | 1.6 |
| Value added per employee, SEK million | 1.1 | 1.0 | 1.0 | 1.0 | 1.0 |
| Data per share | |||||
| Dividend per share/redemption5, SEK | 4.50 | 4.50 | 4.50 | 5.00 | 5.00 |
| Dividend yield, % | 3.8 | 5.8 | 8.4 | 11.6 | 14.7 |
| Earnings per share, SEK | 3.38 | 2.8 | 1.68 | 2.52 | 1.31 |
| Earnings per share incl. discontinued operations2, SEK | 3.38 | 2.8 | 1.68 | 10.47 | -0.26 |
| Earnings per share after dilution4, SEK | 3.31 | 2.73 | 1.65 | 2.46 | 1.29 |
| Earnings per share after dilution incl. discontinued operations2,4, SEK | 3.31 | 2.73 | 1.65 | 10.23 | -0.26 |
| Cash flow per share, SEK | 2.28 | 4.31 | 3.6 | 4.17 | 2.24 |
| Cash flow per share, incl. discontinued operations, SEK | 2.28 | 4.31 | 3.6 | 3.34 | 0.7 |
| Cash flow per share after dilution4, SEK | 2.23 | 4.19 | 3.53 | 4.05 | 2.19 |
| Cash flow per share after dilution incl. discontinued operations2,4, SEK | 2.23 | 4.19 | 3.53 | 3.24 | 0.68 |
| Equity per share, SEK | 16.44 | 16.49 | 17.94 | 21.37 | 15.46 |
| Equity per share after full dilution4, SEK | 16.01 | 16.05 | 17.55 | 20.77 | 15.13 |
| No. of shares at fiscal year-end3 | 37 271 017 | 37 094 978 | 37 094 978 | 36 842 088 | 36 842 088 |
| Average number of shares | 37 256 347 | 37 094 978 | 37 052 830 | 36 842 088 | 36 842 088 |
| Share price at fiscal year-end, SEK | 119.5 | 77.75 | 53.00 | 43.00 | 34.00 |
| P/E ratio, multiple | 35.3 | 27.8 | 31.5 | 17.1 | 26.0 |
1 The 2011/2012 amounts include a nonrecurring item that had a positive impact of SEK 30 million on sales and SEK 25 million on operating profit.
2 Discontinued operations pertain to the divestment of the operation for the development and sale of the MicroDose Mammography modality.
3 Adjusted for stock splits and bonus issues.
4 Dilution is based on the convertible debenture loan 2014/2015 (146,936), 2013/2014 (235,772), 2012/2013 (163,479) and 2011/2012 (285,734)
and the employee stock option program 2012/2013 (100,000).
5 2014/2015 refers to the redemption program proposed by the Board of Directors.
The share price increased more than 50%
Sectra's success is reflected in the share price that increased 54.2% in 2014/2015. On the basis of a strong financial position and solid cash flow, the Board of Directors proposes that the 2015 Annual General Meeting resolve to transfer SEK 168.8 million to shareholders, corresponding to a direct return of 3.8% based on the year-end share price.
Dividend policy
Sectra's dividend policy is that the dividend for each year is to be adapted to the company's capital requirements for both the operation and growth, and to the shareholders' desire for direct returns. The objective is to provide shareholders with a balanced and favorable direct return over time and to adjust the dividend so that the company's equity/assets ratio is never less than 30%.
Share redemption program and dividend
The 2014 AGM resolved to transfer SEK 4.50 per share, a total of SEK 167.7 million, to shareholders through a share redemption program. Redemption was implemented through a 2:1 share split, combined with a mandatory redemption process and a stock dividend to restore the share capital. No ordinary dividend was paid.
The Board of Directors proposes that the 2015 Annual General Meeting resolves to transfer SEK 4.50 per share, totaling SEK 168.8 million, to shareholders through the same type of redemption process. No ordinary dividend is proposed. More information and a schedule will be available in the Investor/General Meeting section on Sectra's website not later than August 17, three weeks prior to the Annual General Meeting on September 7, 2015.
On April 30, 2015, the equity/assets ratio was 56.1% and should the Annual General Meeting resolve on a share redemption program in accordance with the proposal, the comparable equity/assets ratio will amount to 48.1%. This is well above Sectra's goal, which specifies that the equity/assets ratio is to exceed 30%.
Facts
Ticker: SECT B Market name: Nasdaq Stockholm Year of listing: 1999 Segment: Mid Cap Sector: Healthcare Market capitalization: SEK 4 454 million
Analysts
The following analysts monitor Sectra's performance and publish analyses:
Carnegie, Kristofer Liljeberg tel. +46 (0)8-676 87 63 Remium, Christian Lee tel. +46 (0)8-454 32 21
Share price performance
During the fiscal year, the share price rose 54.2% to SEK 119.5 on the balancesheet date. The Stockholm Exchange's Total Index rose 21.5% during the same period. The number of shares traded was 3.9 million (3.8), corresponding to a turnover rate of 0.11 times (0.11).
Share capital development and number of shares 2014/2015
| Date | Transaction | Change in share capital |
Total share capital |
Total no. of shares |
|---|---|---|---|---|
| May 1, 2014 | Share capital on balance-sheet date | 37 094 978 | 37 094 978 | |
| June 19, 2014 New share issue – redemption of convertibles |
176 039 | 37 271 017 | 37 271 017 | |
| Sep 29, 2014 | Share redemption program – 2:1 split | 0 | 37 271 017 | 74 542 034 |
| Oct 15, 2014 | Share redemption program – share redemption |
-18 635 508.50 | 18 635 508.50 | 37 271 017 |
| Oct 15, 2014 | Share redemption program – stock dividend |
18 635 508.50 | 37 271 017 | 37 271 017 |
| Apr 30, 2015 | Share capital on balance-sheet date | 37 271 017 | 37 271 017 |
The total number of shares outstanding on the balance-sheet date was 37,271,017, comprising 2,620,692 Class A shares and 34,650,325 Class B shares. A Class A share confers ten votes, while a Class B share confers one vote. All shares carry equal rights to the company's assets and profits. For more information about the share capital's development since listing in 1999, see sectra.com/sharecapital
Ownership structure
The number of shares comprises direct shareholdings, holdings through related parties and legal entities at April 30, 2015. For current holdings, see sectra.com/shareholders
| Shareholders | Class A shares |
Class B shares |
Total no. of shares |
Capital | Votes |
|---|---|---|---|---|---|
| Torbjörn Kronander | 765 697 | 2 630 484 | 3 396 181 | 9.1% | 16.9% |
| Jan-Olof Brüer | 765 699 | 2 626 104 | 3 391 803 | 9.1% | 16.9% |
| Nordea Investment Funds | 0 | 5 958 384 | 5 958 384 | 16.0% | 9.8% |
| Frithjof Qvigstad | 262 866 | 1 902 519 | 2 165 385 | 5.8% | 7.4% |
| IF Skadeförsäkring AB | 0 | 4 221 154 | 4 221 154 | 11.3% | 6.9% |
| Viiveke Fåk | 221 700 | 1 088 150 | 1 309 850 | 3.5% | 5.4% |
| Robert Forchheimer | 202 203 | 1 178 104 | 1 380 307 | 3.7% | 5.3% |
| Ingemar Ingemarsson | 221 347 | 150 999 | 372 346 | 1.0% | 3.9% |
| Fourth Swedish National Pension Fund |
0 | 1 699 407 | 1 699 407 | 4.6% | 2.8% |
| Thomas Ericson | 136 329 | 298 197 | 434 526 | 1.2% | 2.7% |
| 10 largest shareholders | 2 575 841 | 21 715 503 | 24 291 344 | 65.2% | 78.0% |
| All other owners 5 559 | 44 851 | 12 934 822 | 12 979 673 | 34.8% | 22.0% |
| Total | 2 620 692 | 34 650 325 | 37 271 017 | 100% | 100% |
DIVIDEND/REDEMPTION PER SHARE SEK
DIRECT RETURN %
Board of Directors and Auditor
The number of shares comprises direct shareholdings, holdings through related parties and legal entities on the balance-sheet date of April 30, 2015. For current holdings, refer to sectra.com/boardofdirectors. For information about matters addressed by the Board during 2014/2015, see the Corporate Governance report sectra.com/governance
Remuneration Committee Chairman
Carl-Erik Ridderstråle Chairman of the Board
Torbjörn Kronander Board member President and CEO Sectra AB
Anders Persson Board member Audit Committee member
| Born/Elected | Born 1942/Elected 2001 | Born 1957/Elected 1988 | Born 1953/Elected 2004 |
|---|---|---|---|
| Sectra holdings | 77,096 Class B shares and convertibles corresponding to 111,845 Class B shares |
765,439 Class A shares, 2,613,968 Class B shares and convertibles cor responding to 141,945 Class B shares |
16,673 Class B shares and convertibles corresponding to 19,229 Class B Shares |
| Board fees 2014/2015 | SEK 370,000 | SEK 0 | SEK 205,000 |
| The Board members independence |
Independent in relation to the company, the management and the company's major shareholders |
One of the company's largest shareholders with 16.9% of the votes and 9.1% of capital |
Independent in relation to the company, the management and the company's major shareholders |
| Education | Licentiate of Science (Technology) | PhD (Technology), MBA, officer in the Naval Reserve |
Doctor of Medicine, PhD (Technology), Professor, Senior Physician |
| Professional experience/ previous assignments |
Previously President of BT Industries and Vice Chairman of the Board of Seco Tools AB |
Previously President of Sectra's medical operation and Executive Vice President of Sectra AB, full-time at Sectra since 1991, ship captain |
Director of the Center for Medical Image Science and Visualization (CMIV) and Senior Physician in radiology |
| Other posts | Chairman of the Board of Hultdin System AB, Trätrappor Norsjö AB and Kåge Gjutmek AB, Board member of DIAB International AB and Valedo AB |
Board member of the Center for Medical Image Science and Visualization (CMIV), Cellavision AB and Shannon AB et.al., member of the Royal Swedish Academy of Engineering Sciences |
Board member of the Center for Medical Image Science and Visualization (CMIV) and the National Supercomputer Center at Linköping University |
Jan-Olof Brüer Board member
| Born/Elected | Born 1951/Elected 2013 |
|---|---|
| Sectra holdings | 765,441 Class A shares, 2,609,588 Class B shares and convertibles corresponding to 142,452 Class B shares |
| Board fees 2014/2015 | SEK 185,000 |
| The Board members inde pendence |
One of the company's largest shareholders with 16.9% of the votes and 9.1% of capital |
| Education | PhD (Technology), MBA, officer in the reserve armored troops |
| Professional experience/ previous assignments |
Previously President and CEO of Sectra AB |
| Other posts | Board member of Arcam AB, Sectra Communications AB, Shannon AB and Lilla Hallmare Gård och Förvaltning |
Peter Bodin
Chief Coordinating Auditor Grant Thornton Sverige AB
| Born/Elected | Born 1965/Elected 2009 |
|---|---|
| Sectra holdings | 0 |
| Education | Authorized Public Accountant |
| Other posts | President of Grant Thornton Sweden AB, Board member of Grant Thornton International Ltd |
Erika Söderberg Johnson Board member Audit Committee Chairman
Christer Nilsson Board member, member of the Remuneration Committee and Audit Committee
Jakob Svärdström Board member
| Born/Elected | Born 1970/Elected 2007 | Born 1952/Elected 2008 | Born 1964/Elected 2011 |
|---|---|---|---|
| Sectra holdings | 219 Class B shares and convertibles corresponding to 2,040 Class B shares |
5,000 Class B shares and convertibles corresponding to 8,560 Class B shares |
1,558 Class B shares and convertibles corresponding to 2,781 Class B shares |
| Board fees 2014/2015 | SEK 225,000 | SEK 205,000 | SEK 185,000 |
| The Board members independence |
Independent in relation to the company, the management and the company's major shareholders |
Independent in relation to the company, the management and the company's major shareholders |
Independent in relation to the company, the management and the company's major shareholders |
| Education | Master of Science in Business and Economics |
Master of Science in Engineering | Master of Business Administration |
| Professional experience/ previous assignments |
Chief Financial Officer Biotage AB. Previously Chief Financial Officer Karo Bio AB, Affibody AB and Global Genomics AB. Investment Banking advisor SEB Enskilda |
President of Vestadil AB. Previously Director of, and advisor to, 3i plc, senior positions at Datex-Ohmeda and Gambro |
Managing Partner of KTH Chalmers Capital. Previously Executive Vice President and Board member of Streamserve Inc and Business Area Manager at Intentia AB |
| Other posts | Board member Medcap AB | Board member of Industrifonden and Scandinova and others |
Board member of several KTH Chalmers Capital portfolio companies |
Per Elmhester Employee representative
Fredrik Häll Employee representative
Klas Mehmeti Deputy employee representative Deborah Capello Deputy employee representative
Group Management
The number of shares comprises direct shareholdings, holdings through related parties and legal entities on the balance-sheet date of April 30, 2015. For current holdings, refer to Sectra's website sectra.com/management
| Torbjörn kronander President and CEO Sectra AB, Board member |
Simo Pykälistö Chief Financial Officer and Executive Vice President Sectra AB |
Marie Ekström Trägårdh President Imaging IT Solutions business area and Executive Vice President Sectra AB |
|
|---|---|---|---|
| Born/Employed | Born 1957/Employed 1985 | Born 1972/Employed 2003 | Born 1961/ Employed 1996 |
| Sectra holdings | 765,439 Class A shares, 2,613,968 Class B shares and convertibles cor responding to 141,945 Class B shares |
15,000 Class B shares and convertibles corresponding to 37,251 Class B shares |
32,112 Class B shares and convertibles corresponding to 11,701 Class B shares |
| Education | PhD (Technology), MBA, officer in the Naval Reserve |
Master of Science in Business and Economics |
Bachelor of Science in Systems Science and IT |
| Professional experience/ previous assignments |
President of Sectra's medical operation and Executive Vice President Sectra AB, full-time at Sectra since 1991, ship captain |
Chief Financial Officer Pronyx AB, Finance Director CDT Nordic, Group Controller M2 Engineering AB, Finance Manager Kesko Swedish AB, Economist OKO Bank |
President Sectra Sverige AB, Executive Vice President Sectra's Imaging IT Solutions business area, and others, senior positions at Sectra, consultant Frontec AB, Developer/Project Manager Fujitsu ICL |
| Other posts | Board member of the Center for Medical Image Science and Visualization (CMIV), Cellavision AB and Shannon AB et.al., member of the Royal Swedish Academy of Engineering Sciences |
Board member of Swedish MedTech |
Lisa Everhill
Relations Manager
Market Communication and Investor
Michael Bertilsson President of
Secure Communications
| $-1 - -1$ 4000 | $D_{\text{max}}$ 4070 |
|---|---|
| Born/Employed | Born 1962/Employed 1989 | Born 1979/Employed 2006 |
|---|---|---|
| Sectra holdings | 13,000 Class B shares and convertibles corresponding to 17,980 Class B shares |
Convertibles corresponding to 1,402 Class B shares |
| Education | PhD (Technology) | Master of Business Administration |
| Professional experience/ previous assignments |
Other senior positions in Sectra's Secure Communications business area |
Other senior positions in Sectra's medical operation |
Hanna Eriksson General Manager Orthopaedics business unit
| Born/Employed | Born 1973/Employed 1997 | Born 1979/Employed 2012 | Born 1967/Employed 2005 |
|---|---|---|---|
| Sectra holdings | 8,442 Class B shares and convertibles corresponding to 5,015 Class B shares |
550 Class B shares | 3,400 Class B shares and convertibles corresponding to 1,000 Class B shares |
| Education | PhD (Technology) | PhD (Applied physics) | MBA |
| Professional experience/ previous assignments |
Product Development Project Manager, etc., senior positions in Sectra's medical operation |
Account Manager Sectra's Osteoporosis business line and research in sports medicine |
Various senior positions at Johnson & Johnson AB |
| Other posts | Assistant Professor, Center for Medical Image Science and Visualization (CMIV) |
Member of the Swedish Research Council's Committee for National coordination of Clinical Research |
Board member of the Swedish ICT Group |
Maria Bolin General Manager Osteoporosis business unit
Claes Lundström Research Director Medical Systems
Per Andersnäs
Vice President Operational Excellence & IT
| Born/Employed | Born 1975/Employed 2001 | Born 1962/Employed 1997 |
|---|---|---|
| Sectra holdings | Convertibles corresponding to 2,000 Class B shares |
0 |
| Education | Master of Science in Engineering, Industrial Economy |
Master of Science in Computer Technology |
| Professional experience/ previous assignments |
General Manager Osteoporosis business line, Sales and Marketing Manager Orthopaedics business line and others, positions in Sectra's medical operation |
Product Development Director Imaging IT Solutions business area and others, senior positions in Sectra's medical operation |
SECTRA ANNUAL REPORT 2014/2015
Administration 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 financial statements for the period from May 1, 2014 to April 30, 2015. The following income statements, balance sheets, statements of changes in shareholders' equity, cash-flow statements, accounting policies and notes comprise an integrated part of the Annual Report.
STATEMENT
The information in this Annual Report is such that Sectra must publish in accordance with the Securities Market Act. Sectra published the year-end report for the 2014/2015 fiscal year on June 3, 2015 at 08:00 a.m. through a press release and on Sectra's website. The complete Annual Report will be announced in a press release and published on the website on June 30, 2015 at 11:00 a.m. (CET).
THE GROUP'S OPERATIONS AND STRUCTURE
Sectra conducts research, development and sales of high-tech products and services in the expansive niche markets of medical IT and secure communications. Sectra AB is the Parent Company of the Group, which comprises the operating areas Imaging IT Solutions, Secure Communications, Business Innovation and Other Operations, the latter of which encompasses the head office's functions for Group finances, marketing communication, IT, regulatory affairs and investor relations activities. The Group has a number of subsidiaries with offices worldwide. Refer to Note 12 for more information.
ORGANIZATIONAL CHANGES IN 2014/2015
- As of May 1, 2014, Business Innovation also includes a business line for Medical Education which, until April 30, 2014, was reported in Imaging IT Solutions. At the same time, the digital pathology project in Business Innovation was transferred to Imaging IT Solutions in the same manner. The comparative figures for the year-earlier period resulting from these changes have not been restated, since the impact on profit was marginal.
- Sectra established new subsidiaries in Finland and France.
- As of April 30, 2015, the acquired company it-mark ApS is included in the consolidated financial statements as part of the Imaging IT Solutions business area. Refer to Note 13 for further information about the acquisition.
SIGNIFICANT EVENTS 2014/2015
- Customers awarded Sectra's IT system for managing medical images, Sectra PACS, a top ranking in both the international and US customer survey performed by the analyst company KLAS.
-
All of the Group's financial goals were achieved for the first time since they were revised in 2013.
-
Strong expansion in the UK, where Sectra signed extensive multi-year managed-services agreements for medical imaging management with the large care providers London North West NHS Trust and Kingston Hospital NHS Foundation Trust.
- Growth in the US, where Sectra is beginning to see the effects of its top ranking in KLAS's US customer surveys in 2013 and 2014. New agreements were signed with such customers as University Hospitals in Cleveland, one of Sectra's largest customers in the US and a key research partner, as well as the Hartford HealthCare (HHC) hospital chain.
- In Sweden, which is Sectra's single largest market, extensive agreements were signed with such major customers as the Karolinska University Hospital, the Stockholm County Council and Region Skåne. The first two agreements comprised managed-services agreements, meaning that Sectra's IT system for managing and storing images is delivered as a service.
- Sectra distributed SEK 4.50 per share, totaling SEK 167.7 million, to its shareholders through a share redemption program.
- Launch of IT solution for pathology departments. For Sectra, this represents a new customer segment where digitization of microscopic images could contribute to superior cancer care.
- Sectra strengthened its presence in Denmark through the acquisition of its partner it-mark ApS.
- In the area of secure communications, the Council of the European Union extended its framework agreement with Sectra for secure telephony until 2018 and the latest version of Sectra's secure mobile phone, Sectra Tiger/S 7401, was approved for use by NATO.
- Sectra signed an agreement concerning the sale and licensing of patents in the Business Innovation area, which had a positive impact of SEK 16.3 million on sales and operating profit. The patent transaction was deemed to be a nonrecurring event.
For more details about these individual events, refer to www.sectra.com/news
MARKET
The world needs more efficient healthcare and more secure communications. These niche areas offer major potential for expansion. Sectra focuses primarily on growth in countries where the company already holds an established position and through partners in carefully selected growth markets. In 2014/2015, the Group's order bookings rose 67.5% to SEK 1,550.4 million (925.7). This increase was mainly attributable to long-term managed-services and support agreements for region-wide medical IT systems. The strongest order bookings were reported by Sectra's medical operation in the UK. This was largely the result
of several UK hospitals being forced to acquire new systems or to renew their agreements before summer 2015. Accordingly, Sectra's order bookings from this market are not expected to be on the same level in the coming years.
Imaging IT Solutions
Sectra's largest business area, Imaging IT Solutions, offers care providers IT systems and services for medical diagnostic imaging that help to develop the healthcare sector so that more patients can receive care, while also maintaining or improving the quality of care. The market for medical IT systems is continuing to grow as a result of the population trend and the increased use of medical diagnostic imaging. The business area has delivered some of the world's largest IT solutions for medical imaging management and more than 75 million examinations are reviewed every year using Sectra's systems. Scandinavia, the US, the UK and the Netherlands are the business area's largest markets.
In 2014/2015, Imaging IT Solutions' sales rose 20.9% to SEK 970.6 million (802.8). The business area's operations in the US, the UK and the Norway account for the highest growth. Operating profit increased 7.5% to SEK 192.0 million (178.6), corresponding to an operating margin of 19.8% (22.2). Major customer projects are in the installation phase and an increased share of hardware sales in the product mix, caused by customer requirements for an integrated supplier of software and hardware in certain projects, had an adverse impact on the margin.
Secure Communications
The Secure Communications business area offers solutions and services that protect sensitive and confidential information. Customers include government authorities, critical social infrastructure and defense organizations. Growth in the market for secure communication systems is driven by the fact that it is easier than ever to eavesdrop on telephone calls and data communications and by the increased threat of cyber-attacks and the risk of sabotage. Sectra is trusted to deliver products that protect classified information at the very highest levels and the security solutions are used by customers in most European countries, as well as by the EU and NATO. Sweden and the Netherlands comprise the business area's largest markets.
In 2014/2015, Secure Communications' sales declined 7.4% to SEK 76.7 million (82.8). The business area is dependent on its relationships with Swedish customers and has been impacted by the weak market trend for encryption systems in Sweden in recent years. However, the business area is growing outside Sweden, where deliveries of crypto products contributed to a positive earnings trend. Operating profit increased 322.2% to SEK 3.8 million (0.9), corresponding to an operating margin of 5.0% (1.0).
Business Innovation
Business Innovation includes business lines in the areas of orthopaedics, osteoporosis diagnosis and medical education, as well as a research department. These business lines offer products and services that contribute to better care and treatment of some of society's most costly diseases through the early diagnosis of osteoporosis, as well as planning and monitoring of prosthetic procedures.
In 2014/2015, Business Innovations' sales rose 177.9% to SEK 57.8 million (20.8) and operating profit amounted to SEK 14.1 million (loss: 2.6). Excluding the patent transaction, sales rose 99.5% to SEK 41.5 million and an operating loss of SEK 2.2 million was reported.
Other Operations
In 2014/2015, sales from Other Operations rose 22.3% to SEK 114.1 million (93.3). This increase was attributable to Sectra's operations for financing customer projects. An operating loss of SEK 16.2 million (loss: 10.9) was reported. Earnings were impacted by the payout of SEK 6 million in bonuses to the company's employees for the results achieved, as well as by investments in the Group's IT infrastructure with the aim of enhancing Group efficiency.
SEASONAL VARIATIONS
Sectra experiences seasonal variations, which means that most invoicing and earnings traditionally occur at the end of the fiscal year. However, the seasonal variation has diminished somewhat over the past year since long-term agreements based on payment per month or per use account for a larger portion of sales. The equalization effect resulting from long-term managed-services agreements that are financed internally within the Group does not impact the business areas; instead it is essentially managed through the Parent Company's financing activities. The variation in order volumes during individual quarters can be substantial, since Sectra has many major customers that sign extensive, multi-year agreements with the company, for example, for medical IT projects.
FINANCIAL OVERVIEW
Consolidated sales and earnings
| 2014/2015 | 2013/2014 | CHANGE, % | |
|---|---|---|---|
| Order bookings, SEK million | 1 550.4 | 925.7 | 67.5 |
| Net sales, SEK million | 961.4 | 853.8 | 12.6 |
| Operating profit, SEK million | 150.3 | 128.1 | 17.3 |
| Operating margin, % | 15.6 | 15.0 | - |
| Net financial items, SEK million | 14.1 | 13.4 | 5.2 |
| Profit before tax, SEK million | 164.4 | 141.5 | 16.2 |
| Profit margin, % | 17.1 | 16.6 | - |
| Profit after tax, SEK million | 126.1 | 103.9 | 21.4 |
| Earnings per share, SEK | 3.38 | 2.80 | 20.7 |
| Cash flow per share, SEK | 2.28 | 3.33 | -31.5 |
The figures recognized include the following nonrecurring items:
| SEK million | 2014/2015 |
|---|---|
| Sale/licensing of patents (net sales) | 16.3 |
| Bonus | - 6.0 |
| Total nonrecurring items 2014/2015 | 10.3 |
| 2013/2014 | |
| Reversal of contingent consideration (other operating income) | 16.2 |
| Impairment of goodwill and other intangible assets | -15.2 |
| Impairment of capitalized development costs | -3.8 |
| Total nonrecurring items 2013/2014 | -2.8 |
Net sales rose 12.6% to SEK 961.4 million. Excluding nonrecurring items, sales increased 10.7% to SEK 945.1 million. While most of the increase was attributable to Imaging IT Solutions. The buiness area's operations in the UK and the US showed the fastest growth. Sales in Sweden declined due to lower sales in the Secure Communications business area. Refer to Note 1 for further information by segment and geographic market.
Operating profit rose 17.3% to SEK 150.3 million. Excluding nonrecurring items, operating profit increased 7.0% to SEK 140.0 million. After its strong order bookings during the fiscal year, Sectra now has several major customer projects in the installation phase. While these projects will initially be charged against operating profit and cash flow, they will contribute to a stable trend for the Group once they have moved into the maintenance and support phase.
Cash flow and financial position
The Group's cash flow from operations after changes in working capital amounted to SEK 85.0 million (123.6). The change was mainly due to assets attributable to long-term customer projects in the installation phase. Cash flow from investing activities amounted to a negative SEK 63.9 million (neg: 54.6). Among other factors, this change was attributable to investments in long-term Group-financed customer projects and increased investments in development projects and acquisitions of subsidiaries; refer to Note 13. Cash flow from financing activities for the fiscal year amounted to a negative SEK 154.3 million (neg: 158.1). During the fiscal year, Sectra distributed SEK 167.7 million (166.9) to shareholders through a share redemption program. The Group's total cash flow for the fiscal year amounted to a negative SEK 133.2 million (neg: 89.1).
Sectra has a strong cash balance and balance sheet. After adjustment for exchange-rate differences, the Group's cash and cash equivalents at the end of the fiscal year amounted to SEK 307.1 million (441.9). The Group's interest-bearing liabilities amounted to SEK 55.9 million (43.5) and pertained to convertible loans from employees and Board members; refer to Note 22 and 23. The equity/assets ratio was 56.1% (60.7).
Investments, depreciation and amortization
During the fiscal year, investments in the Group amounted to SEK 63.9 million (54.6) and primarily pertained to customer projects in the Group's financing activities and capitalized development costs. Depreciation and amortization totaled SEK 42.3 million (45.6), of which SEK 14.5 million (17.5) was attributable to capitalized development projects.
Investments in Group-financed customer projects amounted to SEK 37.1 million (41.4) during the period. This amount includes a positive exchange-rate difference of SEK 22.9 million (4.7). At the end of the fiscal year, the net carrying amount of Groupfinanced customer projects totaled SEK 62.1 million (54.6). The capitalization of development costs during the year amounted to SEK 32.2 million (16.3). At the close of the fiscal year, capitalized development costs totaled SEK 65.2 million (47.6) and primarily pertained to development projects in Imaging IT Solutions.
Parent Company's sales and profit
Sales amounted to SEK 99.9 million (65.2) and an operating loss of SEK 4.1 million (loss: 18.6) was reported. The result for the
fiscal year includes SEK 16.3 million for the patent transaction. Profit after net financial items totaled SEK 83.1 million (loss: 3.0) and included SEK 80.0 million in anticipated dividends from subsidiaries. Currency fluctuations had an impact of SEK 2.9 million (1.6) on financial items for the fiscal year. For more information, please refer to the following income statements, balance sheets, accounting policies and notes.
RESEARCH AND DEVELOPMENT
Sectra invests 10–14% of consolidated sales in research and development (R&D) projects. It is difficult to provide a more exact figure, since many of the projects inhabit a gray zone between R&D and customer orders. R&D is conducted both in-house and in collaboration with customers and partners. During 2014/2015, SEK 32.2 million (16.3) of Sectra's development costs for standard products was capitalized as intangible assets in the balance sheet. Customer-related R&D costs for the development of new products and features are included in project costs and recognized in profit or loss. Direct research expenditures are not material and, accordingly, are not recognized separately.
EMPLOYEES AND EXPERTISE
On the balance-sheet date, Sectra had 565 permanent employees (536) and some 30 project employees. Employee turnover during 2014/2015 was 10.6% (11.0). Sectra's personnel have extensive expertise and a solid educational background; 81% of the company's personnel have a university degree and many have undergone postgraduate studies.
Employee education level
CORPORATE RESPONSIBILITY
Working together with Sectra is to be viewed as a stamp of quality for customers, as well as employees and partners. Sustainable business practices and continuous improvements are an integral part of Sectra's quality-control process.
Quality and safety
Quality control and product safety are of major significance for Sectra, since products and services can mean the difference between life and death for a human being. Sectra's operations are certified in accordance with SS-EN ISO 9001:2008 and SS-EN ISO 13485:2003 quality standards, and products that are delivered to Canada are certified according to ISO 13485:2003 under CMDCAS. This means that external consultants review the company every year to assess compliance with the requirements of the standards and notify Sectra of any need for corrective actions. The company also works with its own certification programs and internal training courses for employees and distributors.
The company's products are subject to industry-specific regulations and requirements. Sectra's crypto products are evaluated and approved by security authorities since they are used to protect highly sensitive information. Sectra's medical IT systems comply with European regulations for CE marking, the Medical Device Directive 93/42/EEC, while products sold in North America have been approved by the US Food and Drug Administration (FDA). Usage of these systems and products requires rigorous documentation.
In accordance with medical technology regulations, Sectra follows quality control procedures designed to improve the safety and clinical effectiveness of its products after they are delivered to customers. Clinical incidents involving Sectra's products are investigated systematically in order to identify the underlying causes. Based on these investigations, corrective or preventive measures are taken for the products in question. In the event of more serious clinical incidents, Sectra reports to the relevant national authorities in accordance with the guidelines for such reporting.
Environment
Sectra primarily develops and sells software and services and, to a lesser extent, physical products. These are produced by European sub-contractors and destroyed after use in special facilities. The Group's activities are therefore largely comparable with working in a traditional office environment. Operations are conducted in 12 countries, and the European countries account for most sales. The company's operations are not subject to notification or permit requirements under the Swedish Environmental Code. The radiology IT solutions that Sectra develops are highly advantageous from an environmental perspective. The introduction of digital technology helps to reduce the use of film and chemicals with a high environmental impact, as well as travel and transportation.
Equality and diversity
Sectra works continuously to promote gender equality in order to achieve gender balance and diversity. The Group has employees from some 30 countries who contribute experience from different cultures and environments. Of these employees, 70% are men and 30% are women. The proportion of women in Group Management is 36%, which is significantly higher than the average of 19%5 for Swedish listed companies in 2015. For more information, refer to Note 2.
Work environment and absence due to illness
The Group works proactively with occupational safety and health issues by offering health screenings, wellness programs and training opportunities. This has resulted in very low absences due to illness, corresponding to 1.7% (1.6).
Business ethics
Sectra's Board has adopted a Code of Conduct that applies to employees, Board members, consultants and anyone else who represents the company. The Code describes Sectra's values and provides guidelines for how employees should behave in various business situations. Sectra considers the corporate culture (refer to page 6) the most vital factor in ensuring that the company's business is fair, honest and complies with applicable laws. In addition, there are various policies that clarify Sectra's values and expectations in relation to employees. The aim is that these policies will also encompass external representatives of the company, such as subcontractors and distributors. To ensure that this takes place, this is regulated, as far as possible, in the agreement terms with external representatives.
RISKS, RISK MANAGEMENT AND SENSITIVITY ANALYSIS
Through its operations, Sectra is exposed to such business risks as dependence on major customers and partners, the effect of currency fluctuations on pricing in the markets in which the Group is active, and property and liability risks. Sectra is also exposed to various types of financial risks such as currency, interest-rate, credit and liquidity risks. Refer to Note 30 for more information about how the company assesses risks for the coming year.
CORPORATE GOVERNANCE
The management and control of the Sectra Group is divided between the shareholders, the Board of Directors and the President. Sectra applies the Swedish Corporate Governance Code ("the Code"). Sectra has prepared a Corporate Governance Report in accordance with the rules and application instructions in Swedish legislation and in the Code. The Report has been prepared as a document separate from the Annual Report and the auditor's statement is enclosed therein. The Corporate Governance Report is available on the Group's website www.sectra.com together with other information about corporate governance at Sectra.
THE SECTRA SHARE
On the balance-sheet date, Sectra's share capital totaled SEK 37,271,017, distributed between 37,271,017 shares. Of these shares, 2,620,692 were Class A shares and 34,650,325 were Class B shares. All shares carry equal rights to the company's assets and profit. One Class A share confers ten votes, while one Class B share confers one vote. After the balance-sheet date, employees redeemed convertibles (2011/2015 program) totaling SEK 9.0 million, corresponding to 232,318 Class B shares. Accordingly, Sectra's share capital at the time the Annual Report was published amounted to 37,503,335, distributed among 37,503,335 shares.
The Articles of Association contain a right of first refusal clause for the transfer of Class A shares. No other agreements between shareholders entailing restrictions on the right to transfer shares are known to the company. Nor is the company party to any agreements that would take effect if the control of the company change through public purchase offers.
Dividend/share redemption program
The 2014 Annual General Meeting decided to distribute SEK 4.50 per share, totaling SEK 167.7 million, to its shareholders through a share redemption program. The redemption process was conducted during September-October 2014. No ordinary dividend was paid.
For 2014/2015, the Board and President propose that the Annual General Meeting resolves to transfer SEK 4.50 per share, a total of SEK 168.8 million, to shareholders through a share redemption program. No ordinary dividend is proposed.
Major shareholders
Sectra had 5,569 shareholders on the balance-sheet date. Of these, the following shareholders had direct and indirect holdings comprising more than 10% of the number of votes for the total number of shares in the company on the balance-sheet date:
- Torbjörn Kronander, who directly and indirectly through companies represented 16.9% of the voting rights.
- Jan-Olof Brüer, who directly and indirectly through family members and companies represented 16.9% of the voting rights.
Share-based incentive programs
Since the share redemption program conducted during the fiscal year, outstanding convertibles and employee stock options were recalculated following a decision by the Board. Since this recalculation, Sectra has redeemed 95,000 employee stock options (2011/2014), totaling SEK 5.1 million, issued to employees in North America through a cash settlement. Sectra issued two new convertible programs during the fiscal year; refer to Note 2 for additional information. As stated above, Sectra employees have converted convertibles into shares since the balance-sheet date through the 2011/2015 convertible program.
Full conversion and exercise of the issued incentive programs would increase the number of shares by 931,921, corresponding to 2.5% of the share capital and 1.5% of the votes.
Authorization
The 2014 Annual General Meeting authorized the Board of Directors, during the period until the next Annual General Meeting, to decide on a new share issue of not more than 3,700,000 shares. The purpose of the authorization was to facilitate the use of new share issues for financing market investments and acquisitions of companies or operations, to cover the costs arising as a result of the company's incentive programs and to constantly adapt the company's capital structure. The Annual General Meeting also resolved to authorize the company to repurchase not more than 10% of the company's own shares up until the next Annual General Meeting. On the balance-sheet date, the Board had not utilized either of these authorizations.
GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES
In accordance with the guidelines prepared by the Board, the 2014 Annual General Meeting adopted the following policies for remuneration and other terms of employment for company management (the President and other members of Group Management). All current agreements follow these principles. The Board proposes to the 2015 Annual General Meeting that the guidelines remain unchanged. The guidelines state that:
Remuneration to company management is based on normal market terms, while also ensuring the shareholders' best interests. Remuneration primarily comprises fixed salary, variable salary, pension benefits and other benefits, such as a company car. Pension benefits are defined-contribution.
Fixed salary is established by accounting for the executive's experience, responsibilities and performance and is based on normal market conditions. Variable remuneration is proportionate to the executive's responsibilities and authority. It has a maximum limit and is based on the fulfillment of targets that promote the company's long-term creation of value. Where applicable, variable salary is based on predetermined quantitative criteria.
The company's costs for the variable salary portion for the President and other members of company management amount to not more than 50% of the fixed salary costs.
The notice period for terminating employment by an employee is a maximum of 12 months. If employment is terminated by the company, the total notice period and the time during which severance pay is received is a maximum of 24 months. Ordinary retirement age is 65. Pension terms and conditions are marketbased and based on defined-contribution pension solutions. The pension premium is not more than 30% of the fixed and variable salary.
Board members with special expertise that perform services for the company beyond the scope of the Board assignment may receive a fee for such services payable at market rates. Decisions on such fees are taken by the Board of Directors, without the participation of the Board member in question.
Issues concerning remuneration to company management are handled by the President. Remuneration to the President is resolved by the Board of Directors.
BOARD'S STATEMENT CONCERNING THE PROPOSED REPURCHASE AND TRANSFER OF THE COMPANY'S OWN SHARES
The Board of Directors' statement is reported under Note 32.
SIGNIFICANT EVENTS AFTER THE BALANCE-SHEET DATE
- Sectra renewed its agreement with the Norwegian healthcare provider Curato Røntgen AS, one of the largest private healthcare providers in the Nordic region. The order is valued at approximately NOK 80 million (corresponding to about SEK 88 million).
- The EU approved Sectra Tiger/S 7401 for use at the SECRET security level.
For more information, refer to www.sectra.com/news
OUTLOOK
The world needs more efficient healthcare and more secure communications. Both of these areas offer major scope for expansion. Sectra plays a key role in meeting these needs by offering products and services in medical IT and secure communications.
Due to the demographic trend of a population that is living longer while birth rates are declining, there is a growing need for greater healthcare efficiency in order to provide care for more patients. Sectra develops and sells systems and services for medical diagnostic imaging, which helps to develop the healthcare sector while making it more efficient. Society also needs to improve its treatment of age-related diseases. Sectra has several products and services that can contribute to more efficient healthcare and treatment of some of the most costly age-related diseases.
In terms of security, government agencies, defense organizations and the private sector are increasingly exposed to security risks and eavesdropping attempts. Heightened awareness of eavesdropping may contribute to greater interest in the type of security products offered by Sectra. Sectra is trusted to deliver products that protect classified information at the very highest levels and its crypto products are approved by the EU, NATO and several national security authorities.
APPROVAL OF REPORTS
Pursuant to the Board decision on June 25, 2015, the consolidated financial statements have been approved for publication and will be presented to the Annual General Meeting for adoption on September 7, 2015.
PROPOSED APPROPRIATION OF PROFITS
| The following is at the disposal of the Annual General Meeting (SEK): | |
|---|---|
| Fund for fair value | 11 501 640 |
| Share premium reserve | 24 158 718 |
| Retained earnings | 3 714 606 |
| Net profit for the year | 184 240 996 |
| 223 615 960 |
The Board and President propose that the profits be appropriated so that SEK 223,615,960 is carried forward. The Board and President also propose that the Annual General Meeting resolves that SEK 4.50 per share is transferred to shareholders through a 2:1 share split combined with a mandatory redemption process and a stock dividend to restore the share capital. This entails a transfer of SEK 168,765,008 to the company's shareholders. No ordinary dividend is proposed.
BOARD OF DIRECTORS' AFFIRMATION
We believe that the consolidated financial statements and Annual Report were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and generally accepted accounting principles and present a true and fair view of the Group's and the Parent Company's financial position and earnings.
The Administration Report for the Group and the Parent Company presents a fair review of the Group's and the Parent Company's operations, financial position and earnings and describes the material risks and uncertainties facing the Parent Company and the companies included in the Group.
Linköping, June 25, 2015
Torbjörn Kronander President and CEO Board member
Christer Nilsson Board member
Jan-Olof Brüer Board member
Carl-Erik Ridderstråle Chairman of the Board
Erika Söderberg Johnson Board member
Fredrik Häll Board member Employee representative Anders Persson Board member
Jakob Svärdström Board member
Per Elmhester Board member Employee representative
Our auditor's report was submitted on June 25, 2015 Grant Thornton Sweden AB
Peter Bodin Authorized Public Accountant
Consolidated income statements Consolidated balance sheets
| SEK thousand | Note | 2014/2015 | 2013/2014 |
|---|---|---|---|
| Operating income | |||
| Net sales | 1 | 961 392 | 853 796 |
| Capitalized work for own use | 32 180 | 16 310 | |
| Reversal of contingent consideration | 21 | 0 | 16 180 |
| Total income | 993 572 | 886 286 | |
| Operating expenses | |||
| Goods for resale | -152 457 | -119 452 | |
| Personnel costs | 2 | -475 781 | -419 989 |
| Other external costs | 3, 4 | -172 716 | -154 211 |
| Impairment of intangible assets | 10 | 0 | -18 972 |
| Depreciation of tangible assets | 11 | -25 162 | -24 188 |
| Depreciation of intangible assets | 10 | -17 162 | -21 402 |
| Total operating expenses | -843 278 | -758 214 | |
| Operating profit | 150 294 | 128 072 | |
| Financial items | |||
| Interest income and | |||
| similar profit/loss items | 6 | 15 508 | 14 778 |
| Interest expenses and | |||
| similar expense items | 7 | -1 386 | -1 386 |
| Total financial items | 14 122 | 13 392 | |
| Profit after financial items | 164 416 | 141 464 | |
| Taxes | 9 | -38 339 | -37 606 |
| Net profit for the year | 126 077 | 103 858 | |
| Attributable to: | |||
| Parent Company owners | 126 077 | 103 858 | |
| Non-controlling interest | 0 | 0 | |
| Earnings per share, SEK | |||
| Before dilution | 3.38 | 2.80 | |
| After dilution | 3.31 | 2.73 | |
| No. of shares on balance-sheet date | |||
| Before dilution | 37 271 017 | 37 094 978 | |
| After dilution | 2 | 38 202 938 | 38 124 018 |
| Average number of shares, | |||
| before dilution | 37 256 347 | 37 094 978 | |
| Average number of shares, after dilution |
2 | 38 125 317 | 38 057 033 |
Consolidated statement of comprehensive income
| SEK thousand Note |
2014/2015 | 2013/2014 |
|---|---|---|
| Net profit for the year | 126 077 | 103 858 |
| Items that may be reclassified to profit and loss |
||
| Change in translation differences from translating foreign subsidiaries |
40 368 | 9 869 |
| Other comprehensive income for the year |
40 368 | 9 869 |
| Total comprehensive income for the year |
166 445 | 113 727 |
| Attributable to: | ||
| Parent Company owners | 166 445 | 113 727 |
| Non-controlling interest | 0 | 0 |
| SEK thousand | Note | April 30, 2015 | April 30, 2014 |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Intangible assets | 10 | 149 703 | 104 859 |
| Tangible assets | 11 | 75 945 | 68 494 |
| Financial assets | 15, 29 | 1 766 | 1 766 |
| Deferred tax assets | 9 | 26 635 | 19 920 |
| Total fixed assets | 254 049 | 195 039 | |
| Current assets | |||
| Inventories | 16 | 14 610 | 11 683 |
| Accounts receivable | 17, 30 | 197 769 | 187 819 |
| Current tax assets | 15 342 | 6 702 | |
| Other receivables | 14 059 | 6 724 | |
| Prepaid expenses and accrued | |||
| income | 18 | 286 902 | 158 129 |
| Cash and cash equivalents | 19 | 307 076 | 441 945 |
| Total current assets | 835 758 | 813 002 | |
| Total assets | 1 089 807 | 1 008 041 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 37 271 | 37 095 | |
| Other contributed capital | 250 776 | 244 861 | |
| Reserves | 149 387 | 109 975 | |
| Retained earnings, | |||
| including net profit for the year | 174 341 | 219 771 | |
| Total equity | 611 775 | 611 702 | |
| Long-term liabilities | |||
| Provisions | 21 | 8 595 | 6 000 |
| Deferred tax liabilities | 9, 21 | 40 120 | 37 639 |
| Other long-term liabilities | 22 | 46 941 | 37 397 |
| Total long-term liabilities | 95 656 | 81 036 | |
| Current liabilities | |||
| Accounts payable | 42 606 | 24 014 | |
| Current tax liabilities | 28 630 | 17 446 | |
| Other current liabilities | 23 | 39 581 | 28 641 |
| Accrued expenses and | |||
| deferred income | 24 | 271 560 | 245 202 |
| Total current liabilities | 382 376 | 315 303 | |
| Total equity and liabilities | 1 089 807 | 1 008 041 |
Pledged assets and contingent liabilities, see Note 25.
Consolidated cash-flow statements
| SEK thousand | Note | 2014/2015 | 2013/2014 |
|---|---|---|---|
| CURRENT OPERATIONS | |||
| Operating profit | 150 294 | 128 072 | |
| Adjustment for non-cash items | 26 | 56 155 | 64 200 |
| Interest and dividend received | 3 431 | 8 246 | |
| Interest paid | -1 386 | -1 386 | |
| Income tax paid | -42 855 | -39 057 | |
| Cash flow from operations before changes in working capital | 165 639 | 160 075 | |
| Changes in working capital | |||
| Change in inventories | -1 872 | -360 | |
| Change in receivables | -93 008 | 293 | |
| Change in current liabilities | 14 280 | -36 137 | |
| Cash flow from current operations | 85 039 | 123 871 | |
| INVESTING ACTIVITIES | |||
| Acquisitions of intangible assets | 10 | -32 322 | -16 839 |
| Acquisitions of tangible assets | 11 | -22 956 | -40 623 |
| Sale of financial assets | 0 | 2 829 | |
| Acquisition of subsidiaries | 13 | -8 653 | 0 |
| Cash flow from investing activities | -63 931 | -54 633 | |
| FINANCING ACTIVITIES | |||
| Raising of convertibles | 22 | 18 512 | 16 985 |
| Payment of options | -5 080 | -2 217 | |
| Payment of contingent consideration | 0 | -6 139 | |
| Redemption of shares | -167 720 | -166 927 | |
| Cash flow from financing activities | -154 288 | -158 298 | |
| Cash flow for the year | -133 180 | -89 060 | |
| Cash and cash equivalents, opening balance | 441 945 | 536 291 | |
| Exchange-rate difference in cash and cash equivalents | -1 689 | -5 286 | |
| Cash and cash equivalents, closing balance | 19 | 307 076 | 441 945 |
| Unutilized credit facilities | 19 | 15 000 | 15 000 |
Consolidated statement of changes in equity
| SEK thousand | Reserves | |||||
|---|---|---|---|---|---|---|
| Share capital | Other contributed capital | Translation reserve | Other reserves | Retained earnings, including net profit for the year |
Total equity | |
| Equity as of May 1, 2013 | 37 095 | 307 122 | -22 334 | 2 441 | 340 976 | 665 300 |
| Correction of classification | -62 261 | -3 284 | 117 663 | -52 118 | 0 | |
| Adjusted equity as of May 1, 2013 | 37 095 | 244 861 | -25 618 | 120 104 | 288 858 | 665 300 |
| Net profit for the year | 103 858 | 103 858 | ||||
| Other comprehensive income | 14 366 | -4 497 | 9 869 | |||
| Share-related payments | 1 819 | 1 819 | ||||
| Overdue incentive programs | -696 | 696 | 0 | |||
| Payment of options | -2 217 | -2 217 | ||||
| Redemption of shares | -166 927 | -166 927 | ||||
| Equity as of April 30, 2014 | 37 095 | 244 861 | -11 252 | 121 227 | 219 771 | 611 702 |
| Net profit for the year | 126 077 | 126 077 | ||||
| Other comprehensive income | 42 403 | -2 035 | 40 368 | |||
| Share-related payments | 335 | 335 | ||||
| Overdue incentive programs | -3 327 | 3 327 | 0 | |||
| Payment of options | -5 080 | -5 080 | ||||
| Conversion of shares | 176 | 5 915 | 6 091 | |||
| Redemption of shares | -167 720 | -167 720 | ||||
| Equity as of April 30, 2015 | 37 271 | 250 776 | 31 152 | 118 235 | 174 341 | 611 775 |
Other contributed capital comprises premiums paid in conjunction with share issues. The translation reserve includes exchange-rate differences arising in the translation of foreign subsidiaries' financial statements. Other reserves include the statutory reserve, the equity portion of untaxed reserves and the reserve for the stock options program.
Payments of stock options and other comprehensive income were adjusted for the preceding year so that these amounts are recognized in the correct item in equity.
There are no non-controlling interests in the Sectra Group.
Parent Company income statements Parent Company balance sheets
| SEK thousand | Note | 2014/2015 | 2013/2014 |
|---|---|---|---|
| Operating income | |||
| Net sales | 1 | 99 916 | 65 170 |
| Capitalized work for own use | 3 577 | 1 208 | |
| Total income | 103 493 | 66 378 | |
| Operating expenses | |||
| Personnel costs | 2 | -45 313 | -41 696 |
| Other external costs | 3, 4 | -61 886 | -42 908 |
| Depreciation of tangible assets | 11 | -426 | -392 |
| Total operating expenses | -107 625 | -84 996 | |
| Operating profit | -4 132 | -18 618 | |
| Profit from financial items | |||
| Income from participations | |||
| in Group companies | 5 | 80 000 | 3 981 |
| Interest income and similar profit/loss items |
6 | 8 747 | 13 119 |
| Interest expenses and similar expense items |
7 | -1 554 | -1 508 |
| Profit after financial items | 83 061 | -3 026 | |
| Appropriations | 8 | 130 107 | 129 854 |
| Profit before tax | 213 168 | 126 828 | |
| Tax on net profit for the year | 9 | -28 927 | -28 944 |
| Net profit for the year | 184 241 | 97 884 |
Parent Company statement of comprehensive income
| SEK thousand Note |
2014/2015 | 2013/2014 |
|---|---|---|
| Net profit for the year | 184 241 | 97 884 |
| Other comprehensive income | ||
| Fund for fair value | 19 519 | 1 727 |
| Other comprehensive income for the year |
19 519 | 1 727 |
| Total comprehensive income for the year |
203 760 | 99 611 |
| SEK thousand | Note | April 30, 2015 | April 30, 2014 |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Intangible assets | 10 | 4 785 | 1 208 |
| Tangible assets | 11 | 6 662 | 925 |
| Participations in Group companies | 12 | 35 531 | 5 978 |
| Receivables from Group companies | 14 | 144 016 | 145 985 |
| Deferred tax assets | 9 | 237 | 0 |
| Total fixed assets | 191 232 | 154 096 | |
| Current assets | |||
| Receivables from Group companies | 539 889 | 179 067 | |
| Other receivables | 12 101 | 1 092 | |
| Prepaid expenses and accrued | |||
| income | 18 | 4 987 | 7 368 |
| Cash and bank balances | 19 | 267 016 | 336 016 |
| Total current assets | 823 993 | 523 543 | |
| Total assets | 1 015 225 | 677 639 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Restricted equity | |||
| Share capital | 37 271 | 37 095 | |
| Statutory reserve | 226 456 | 226 456 | |
| Total restricted equity | 263 727 | 263 551 | |
| Unrestricted equity | |||
| Fund for fair value | 11 502 | -10 052 | |
| Share premium reserve | 24 159 | 18 243 | |
| Retained earnings | 3 714 | 80 665 | |
| Net profit for the year | 184 241 | 97 884 | |
| Total unrestricted equity | 223 616 | 186 740 | |
| Total equity | 487 343 | 450 290 | |
| Untaxed reserves | 20 | 149 505 | 131 112 |
| Long-term liabilities | |||
| Other long-term liabilities | 22 | 46 941 | 37 397 |
| Total long-term liabilities | 46 941 | 37 397 | |
| Current liabilities | |||
| Accounts payable | 9 721 | 1 958 | |
| Liabilities to Group companies | 276 049 | 29 558 | |
| Current tax liabilities | 10 885 | 6 069 | |
| Other current liabilities | 23 | 10 988 | 7 160 |
| Accrued expenses and deferred | |||
| income | 24 | 23 793 | 14 094 |
| Total current liabilities | 331 436 | 58 839 | |
| Total equity and liabilities | 1 015 225 | 677 639 | |
| Pledged assets and contingent | |||
| liabilities | April 30, 2015 | April 30, 2014 | |
| Chattel mortgages | 11 000 | 11 000 | |
| Total pledged assets | 11 000 | 11 000 | |
| Guarantees on behalf of subsidiaries | 357 729 | 248 525 | |
| Total contingent liabilities | 357 729 | 248 525 |
Parent Company cash-flow statements
| SEK thousand | Note | 2014/2015 | 2013/2014 |
|---|---|---|---|
| CURRENT OPERATIONS | |||
| Operating profit | -4 132 | -18 618 | |
| Adjustment for non-cash items | 26 | 917 | 3 016 |
| Interest received | 6 | 8 582 | 11 112 |
| Interest paid | 6 | -1 554 | -1 508 |
| Income tax paid | -24 349 | -32 204 | |
| Cash flow from operations before changes in working capital | -20 536 | -38 202 | |
| Changes in working capital | |||
| Change in receivables | -289 549 | -20 587 | |
| Change in current liabilities | 235 452 | 21 883 | |
| Cash flow from current operations | -74 633 | -36 906 | |
| INVESTING ACTIVITIES | |||
| Acquisitions of intangible assets | 10 | -3 577 | -1 208 |
| Acquisitions of tangible assets | 11 | -6 163 | -1 079 |
| Sale of financial assets | 0 | 9 810 | |
| Acquisition of subsidiaries | 12 | -57 | 0 |
| Payment of loans to subsidiaries | 14 | -12 946 | -81 662 |
| Repayment of loans from subsidiaries | 14 | 34 434 | 25 741 |
| Cash flow from investing activities | 11 691 | -48 398 | |
| FINANCING ACTIVITIES | |||
| Payment of options | -5 080 | -2 217 | |
| Dividends received | 0 | 37 | |
| Raising of convertibles | 22 | 18 512 | 16 985 |
| Group contributions received/paid | 8 | 148 500 | 148 800 |
| Redemption of shares | -167 720 | -166 927 | |
| Cash flow from financing activities | -5 788 | -3 322 | |
| Cash flow for the year | -68 730 | -88 626 | |
| Cash and cash equivalents, opening balance | 336 016 | 424 712 | |
| Exchange-rate difference in cash and cash equivalents | -270 | -70 | |
| Cash and cash equivalents, closing balance | 19 | 267 016 | 336 016 |
| Unutilized credit facilities | 19 | 15 000 | 15 000 |
Statement of changes in Parent Company's equity
| Retained earnings, | ||||||
|---|---|---|---|---|---|---|
| Statutory | Fund for fair | Share premium | including net profit | |||
| SEK thousand | Share capital1 | reserve | value | reserve | for the year | Total equity |
| Equity as of May 1, 2013 | 37 095 | 226 456 | -16 275 | 18 243 | 254 306 | 519 825 |
| Net profit for the year | 97 884 | 97 884 | ||||
| Other comprehensive income | 6 223 | -4 496 | 1 727 | |||
| Total change in capital excluding transactions | ||||||
| with the company's owners | 0 | 0 | 6 223 | 0 | 93 388 | 99 611 |
| Payment of options | -2 217 | -2 217 | ||||
| Redemption of shares | 0 | -166 927 | -166 927 | |||
| Equity as of April 30, 2014 | 37 095 | 226 456 | -10 052 | 18 243 | 178 550 | 450 290 |
| Net profit for the year | 184 241 | 184 241 | ||||
| Other comprehensive income | 21 554 | -2 035 | 19 519 | |||
| Total change in capital excluding transactions | ||||||
| with the company's owners | 0 | 0 | 21 554 | 0 | 182 206 | 203 760 |
| Payment of options | -5 080 | -5 080 | ||||
| Conversion of shares | 176 | 5 915 | 6 091 | |||
| Redemption of shares | -167 720 | -167 720 | ||||
| Equity as of April 30, 2015 | 37 271 | 226 456 | 11 502 | 24 159 | 187 956 | 487 343 |
1 On the balance-sheet date, Sectra's share capital totaled SEK 37,271,017 distributed among 37,271,017 shares. Of these shares, 2,620,692 are Class A shares and 34,650,325 are Class B shares.
Accounting policies
GENERAL ACCOUNTING POLICIES
The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB), as adopted by the EU. Changes made to existing and new standards during the year have not been applied retrospectively within the Group. In addition, the Swedish Annual Accounts Act and the Swedish Financial Reporting Board's recommendation RFR 1 Supplemental Accounting Rules for Groups were applied. All amounts in the text and tables in the Notes are in SEK thousands, unless otherwise stated.
AMENDED ACCOUNTING POLICIES
The accounting policies and calculation methods remain unchanged compared with those applied in the 2013/2014 Annual Report, except that the amendments in IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interests in Other Entities and IAS 36 Impairment of Assets are now applied. The amendments had no significant effect on Sectra's financial statements.
NEW AND AMENDED ACCOUNTING POLICIES THAT BECOME APPLICABLE FROM MAY 1, 2015
No new or amended standard or interpretations will become applicable from May 1, 2015 that will have a significant impact on the consolidated financial statements.
PARENT COMPANY
The Parent Company applies the Swedish Annual Accounts Act and RFR 2 Accounting for Legal Entities. This means that the EU-approved IFRS rules and statements are applied as far as possible within the framework of the Annual Accounts Act and Swedish taxation practices. The rules for measurement and clarification follow IFRS and are the same as those applied within 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 recognized in the Parent Company in accordance with Swedish law. The principle for Group contributions was changed from the 2014/2015 fiscal year to both Group contributions paid and received being recognized as an appropriation in profit and loss. Figures for the preceding year have been restated.
BASIS FOR PREPARATION OF THE REPORTS
Assets, provisions and liabilities are measured at cost or nominal value unless otherwise stated in the notes that follow. The preparation of financial statements in accordance with IFRS requires that the Group uses accounting assumptions and estimates for the future. The most important estimates and judgments are presented in Note 30.
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 controlling influence. A controlling influence means that the Parent Company directly or through subsidiaries has influence over the company, right to variable returns and is also able to exercise its influence over the company to affect returns.
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.
Non-controlling interests are the portion of net assets and earnings that belong to other joint shareholders in a subsidiary. Non-controlling interests are recognized in Group earnings after tax and the share of net assets is recognized in consolidated shareholders' equity.
Shareholdings in associated companies, in which the Group holds a significant but non-controlling influence, are recognized according to 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 recognized as "participations in the earnings of associated companies." As of the balance-sheet date, Sectra had no non-controlling interests or participations in associated companies.
ACQUISITIONS
When acquisitions are made, the acquired companies are absorbed into the Group as of their acquisition date. The cost of the subsidiary's shares is determined by means of an acquisition analysis conducted at the time of the acquisition. The compensation transferred by the Group to obtain controlling influence over subsidiaries is calculated as the total fair value of the net assets on the date of acquisition, which comprises the fair value of an asset or liability that has arisen from an agreement on contingent consideration. The acquired net assets also comprise intangible assets in the acquired company that have not previously been recognized.
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 recognized as Group goodwill. Acquisition costs are recognized as they arise.
TRANSLATION OF FOREIGN SUBSIDIARIES
Functional currency
The consolidated financial statements are presented in SEK, which is the Parent Company's functional and reporting currency. Items in the financial statements for companies in the Group are valued in the currency that is used where the company has its main operations, that is, in its functional currency.
Transactions and balance-sheet items
Transactions in functional currencies are recognized 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 balance-sheet date (year-end rate). Exchangerate differences arising in payment of transactions in foreign currencies and in translation of monetary assets and liabilities at the year-end rate are recognized in profit and loss.
Financial statements of foreign operations
The assets and liabilities of foreign Group companies are translated at the yearend 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.
Translation differences that arise in the translation of current receivables and liabilities in foreign currency for which payment is planned within the foreseeable future are recognized in profit and loss. Translation differences that arise in the translation of long-term receivables in foreign currency and that constitute net investments in subsidiaries are recognized against equity.
DISCONTINUED OPERATIONS
Profit/loss after tax for discontinued operations is recognized as a single amount in profit and loss for 2011/2012. Net cash flow pertaining to discontinued operations is recognized as a single amount in the Group's cash-flow statements. In Note 13 on discontinued operations, net cash flow is specified for operating activities, investment activities and financing activities, respectively.
SEGMENT REPORTING
The division by operating segment is based on the areas of operation monitored by the Board of Directors and Executive Management in the internal reporting. The Group introduced a new organizational structure on May 1, 2013, in which the operations are divided into the following segments: Imaging IT Solutions, Secure Communications, Business Innovation and Other Operations. The division of operating segment is consistent with the operational structure of the Group. Other Operations mainly pertains to activities for financing customer projects and the Parent Company's invoicing for Group-wide services and asset management.
REVENUE RECOGNITION
The Group's revenues mainly derive from fixed-price projects, sales of products and licenses, and consulting work. Project-based income is recognized 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 net profit for the year. Revenues from sales of products and licenses are recognized 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 recognized 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 payments are expensed continuously and constitute the Group's pension costs for the year, which are recognized under "personnel costs." Sectra has no other pension obligations and is not responsible for any value changes in the paidin premiums. This means that Sectra does not bear the risk when pensions are paid, and no pension obligations are recognized as liabilities in the balance sheet.
INTANGIBLE ASSETS
Intangible assets are recognized at cost less amortization and impairment losses for all intangible assets excluding goodwill. Goodwill is recognized at cost less impairment losses. Individual assets are measured regularly to identify potential impairment loss. If the carrying amount exceeds the recoverable amount, the differences are charged against profit for the period on an ongoing basis as they arise. For an asset that does not generate cash flows, the recoverable amount is calculated for the cash-generating unit to which the asset belongs. The recoverable amount is the higher of the asset's net selling price and value in use. Value in use is calculated as the present value of future cash flows for specific assets. The amortization period for intangible assets exceed five years if the asset is expected to generate financial benefits, based on individual assessment, over a period exceeding five years. Impairment is reversed if the asset's recoverable amount exceeds its carrying amount. Impairment losses on goodwill are never reversed.
Capitalized development costs
Sectra develops proprietary software and equipment in the fields of medical imaging 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 recognized as intangible 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 project costs include all expenses directly attributable to materials, services and remuneration of employees. Capitalized development costs are subject to straight-line amortization over the period of use per individual asset, although the maximum amortization period is five years. Amortization of capitalized development costs starts when the asset is completed and sold to customer.
Goodwill
Goodwill represents future economic benefits arising from a business acquisition that are not specifically identified and recognized separately. Refer to "Acquisitions" for information about how goodwill is determined the first time it is recognized. Goodwill is recognized at cost less accumulated impairment losses. Refer to Note 10 for a description of impairment testing.
Other intangible assets
Patents and licenses
Acquired patent - and license rights are recognized at cost and subject to straight-line amortization over the assets' ten-year estimated period of use.
Trademarks and customer relationships
Trademarks and customer relationships pertain to acquisition-related assets. These rights are recognized at cost and subject to straight-line amortization over the assets' ten-year estimated period of use.
TANGIBLE ASSETS
Depreciation according to plan is based on the original cost and estimated financial lifetime. The following depreciation periods are applied:
| Buildings | 40 years |
|---|---|
| Office furniture | 10 years |
| Equipment and office machines | 5 years |
| Equipment at customer premises | 3–10 years |
LEASING
Through operational and financial leasing agreements, the company utilizes equipment, premises, computers, cars and items for onward leasing. Since the company only has leasing agreements comprising insignificant amounts, all leasing agreements are classified as operational leasing agreements.
Costs of operational leases are charged against net profit for the year. These costs are recognized as ongoing operating expenses in profit and loss, and are spread over the entire term of the lease.
BORROWING COSTS
Borrowing costs are expensed when they are not directly attributable to the acquisition, construction or production of a qualifying asset and are part of the cost of that asset. A qualifying asset is an asset that takes a substantial period of time to get ready for its intended use or sale. The Sectra Group had no qualifying assets on the balance-sheet date.
INVENTORIES
Inventories are recognized at the lower of cost according to the first-in, first-out (FIFO) method or net selling price. Estimated obsolescence has thus been taken into account. Costs for internally manufactured semi-finished and finished goods consist of direct production costs plus a reasonable surcharge for indirect production costs.
RECEIVABLES
Receivables are recognized at the amount expected to be collected, based upon individual assessment.
TAXES
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 recognized only if it is likely that future profits will arise that will entail lower tax in the future.
FINANCIAL INSTRUMENTS
Financial instruments include both assets and liabilities. Securities holdings and other receivables, accounts receivable and cash and cash equivalents are recognized as assets. Financial liabilities include convertibles, accounts payable and other financial liabilities.
FINANCIAL ASSETS
Financial assets are recognized in the balance sheet when the company becomes party to the agreement, and are derecognized when the agreement expires or the company loses control over the assets. Market-listed shares are measured at market value, and value changes are recognized in profit and loss. Cash and cash equivalents and short-term investments of surplus liquidity are measured on a continuous basis at amortized cost and value changes are recognized in profit and loss. Loan receivables and accounts receivable are recognized at amortized cost. A provision for doubtful receivables is posted when there is proof that the Group will not receive payment in accordance with the original terms of the receivable.
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 derecognized from the balance sheet when the obligation specified is discharged and all liability expires. Financial liabilities are initially recognized at nominal value after deducting transaction costs. Liabilities are continuously measured at amortized cost after adjustments for any surplus/ deficit, with interest accrued over the term of the loan. Interest expenses are recognized directly in profit and loss. Convertible loans are recognized as combined financial instruments divided into a liability and an equity portion in so far as the interest paid on the convertible is not adjusted to market terms. If so, the liability portion is recognized 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. The interest paid on convertible loans on the balance-sheet date is considered market-based, which is why the convertible loan is recognized in its entirety as a liability.
PROVISIONS
A provision is recognized on the balance sheet when the Group has an existing legal or informal obligation due to a past event and an outflow of economic resources may be required to regulate the obligation and a reliable estimation of the amount can be made.
DERIVATIVE INSTRUMENTS
Derivative instruments in the form of futures contracts are used within the Group to reduce risks associated with currency fluctuations. There were no currency forwards or derivative instruments within the Sectra Group on the balance-sheet date.
FAIR VALUE
The method for calculating the fair value of financial assets and liabilities is based on three measurement levels.
At measurement level one, fair value is calculated based on quoted market prices and instruments traded in an active market. At measurement level two, quoted market prices are not available, but variables for the calculation of fair value are obtained from market quotations. At measurement level three, fair value is calculated based on data that is not available in the market. The Group's financial assets and liabilities mainly belong to measurement levels two and three.
Content Notes
| Note 1 Operating segments and function classification | 53 |
|---|---|
| Note 2 Employees and personnel costs | 54 |
| Note 3 Fees to auditors | 56 |
| Note 4 Cost for operational leases | 56 |
| Note 5 Income from participations in Group companies | 56 |
| Note 6 Interest income and similar profit items | 56 |
| Note 7 Interest expenses and similar expense items | 56 |
| Note 8 Appropriations | 56 |
| Note 9 Tax on net profit for the year | 56 |
| Note 10 Intangible assets | 57 |
| Note 11 Tangible assets | 58 |
| Note 12 Participations in Group companies | 58 |
| Note 13 Acquisitions and discontinued operations | 59 |
| Note 14 Long-term receivables in Group Companies | 59 |
| Note 15 Long-term investments | 59 |
| Note 16 Inventories | 59 |
| Note 17 Accounts receivable | 59 |
| Note 18 Prepaid expenses and accrued income | 59 |
| Note 19 Cash and cash equivalents | 59 |
| Note 20 Untaxed reserves | 60 |
| Note 21 Provisions | 60 |
| Note 22 Other long-term liabilities | 60 |
| Note 23 Other current liabilities | 60 |
| Note 24 Accrued expenses and deferred income | 60 |
| Note 25 Pledged assets and contingent liabilities | 60 |
| Note 26 Cash flow | 60 |
| Note 27 Related parties | 61 |
| Note 28 Important estimates and judgments | 61 |
| Note 29 Financial assets and liabilities | 61 |
| Note 30 Risk, risk management and sensitivity analysis | 62 |
| Note 31 Asset management | 63 |
| Note 32 Board´s statement concerning repurchase and transfer the company´s own share |
63 |
| Note 33 Definitions of key ratios | 63 |
Notes
Note 1 Operating segments and function classification
The division by operating segment is based on the areas of operation monitored by the Board of Directors and Executive Management in the internal reporting. Information regarding the company's operational segments and geographic areas was used to evaluate sales and earnings in the Group and to allocate the Group's resources among various segments. The identified operational divisions are Imaging IT Solutions, Secure Communications, Business Innovation and Other Operations. Regarding the geographic distribution, the basis for distribution is the customer's billing address.
Imaging IT Solutions develops and sells IT systems, services and medical equipment. The largest product area in the segment is IT solutions for processing and archiving radiology images and patient information. Development is primarily carried out in Sweden, and sales are conducted through Sectra's own sales companies and through external distributors.
Secure Communications develops and sells products for secure commu-
nications. The segment is divided into two product divisions: Tiger, which offers products for secure voice and data communications, and Crypto, which develops customized systems and products. Development and production take place in Sweden, and sales are conducted through Sectra's sales organization in Sweden and the Netherlands.
Sectra's business lines in Business Innovation develop and sell products and services that contribute to more efficient and better osteoporosis care, IT systems for planning and monitoring orthopaedic surgery, products for medical education and research projects. Sectra's patent portfolio is also managed and developed in this segment.
Other Operations pertain to Sectra's operations for the financing of customer projects and asset management, and shared functions for administration, Group finances, marketing communication, IT, regulatory affairs and investor relations activities.
Operating segments
| Imaging IT Solutions4 | Secure Communications | Business Innovation4 | Other operations 1 | Eliminations 2 | Total Group3 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | 14/15 | 13/14 | 14/15 | 13/14 | 14/15 | 13/14 | 14/15 | 13/14 | |
| Net sales | 970 622 | 802 815 | 76 673 | 82 842 | 57 755 | 20 807 | 114 147 | 93 256 | -257 805 | -145 924 | 961 392 | 853 796 |
| Depreciation/ amortization |
22 407 | 28 401 | 1 938 | 1 634 | 0 | 0 | 17 979 | 15 555 | 0 | 0 | 42 324 | 45 590 |
| Impairment losses | 0 | 3 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 15 148 | 0 | 18 972 |
| Operating profit | 191 969 | 178 580 | 3 834 | 940 | 14 061 | -2 575 | -16 249 | -10 869 | -43 321 | -38 004 | 150 294 | 128 072 |
| Assets | 1 122 763 | 581 322 | 100 022 | 68 714 | 20 398 | 2 712 1 096 289 | 797 243 -1 249 666 | -441 950 1 089 807 1 008 041 | ||||
| Liabilities | 934 510 | 487 685 | 90 252 | 60 824 | 13 643 | 4 794 | 572 935 | 237 146 -1 133 308 | -394 110 | 478 032 | 396 339 | |
| Investments | 36 011 | 19 955 | 10 657 | 1 403 | 3 577 | 1 208 | 13 686 | 34 896 | 0 | 0 | 63 931 | 57 462 |
Geographic areas
| Sweden UK |
Rest of Europe Netherlands |
|||||||
|---|---|---|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | 14/15 | 13/14 | 14/15 | 13/14 | |
| Net sales | 226 510 | 261 217 | 173 087 | 139 800 | 198 975 | 153 166 | 86 046 | 87 159 |
| Assets | 506 961 | 652 801 | 270 559 | 164 092 | 101 072 | 55 845 | 71 730 | 43 089 |
| Investments | 40 549 | 17 490 | 9 877 | 38 280 | 9 215 | 1 025 | 644 | 499 |
| US | Rest of world | Total Group3 | ||||
|---|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | 14/15 | 13/14 | |
| Net sales | 209 870 | 156 851 | 66 904 | 55 603 | 961 392 | 853 796 |
| Assets | 128 716 | 76 995 | 10 768 | 15 219 1 089 807 1 008 041 | ||
| Investments | 3 554 | 144 | 92 | 24 | 63 931 | 57 462 |
Income statement classified by function5
| SEK thousand | 2014/2015 | 2013/2014 |
|---|---|---|
| Net sales | 961 392 | 853 796 |
| Cost of goods sold | -362 824 | -313 338 |
| Gross profit | 598 568 | 540 458 |
| Selling expenses | -209 281 | -187 162 |
| Administration expenses | -108 618 | -103 389 |
| Research and development expenses | -119 856 | -119 118 |
| Other operating income | 0 | 16 180 |
| Other operating expenses | -10 519 | -18 897 |
| Operating profit | 150 294 | 128 072 |
| Financial items | 14 122 | 13 392 |
| Profit after financial items | 164 416 | 141 464 |
| Taxes | -38 339 | -37 606 |
| Net profit for the year | 126 077 | 103 858 |
- 1 For Other Operations, 62.4% (42.8) of sales pertain to operations for financing customer projects and 37.6% (57.2) to the Parent Company's billing of Group-wide services and asset management.
- 2 59.7% (89.0) of the Parent Company's total sales are attributable to other companies within the Group to which the company belongs. Purchases from Group companies amounted to 27.7% (24.6).
- 3 Sectra has no customers that individually contribute more than 10% of total net sales. Most of the Group's fixed assets are in Sweden.
- 4 The medical education operations previously conducted by Imaging IT Solutions were transferred to Business Innovation as of May 1, 2014. Business Innovation's digital pathology project was transferred to Imaging IT Solutions as of the same date. The comparative figures for the year-earlier period resulting from these changes have not been restated, since the impact on profit was marginal.
- 5 Classification by function entails that the Group's departments have been categorized into groups based on their purpose and no types of costs are recognized separately. "Cost of goods sold" includes externally purchased products and costs for support and maintenance that are directly attributable to net sales for the period. The "Research and development costs" functions includes direct cost for new development, capitalized work for own use and amortization of capitalized development projects. Net sales for the year includes sales/licensing of patents as a nonrecurring item. Reversal of purchase consideration in the preceding year is included in "Other operating income." "Other operating expenses" includes other nonrecurring items and items that cannot be classified in any other function.
Note 2 Employees and personnel costs
Average number of employees and percentage of women
| 14/15 | 13/14 | ||||
|---|---|---|---|---|---|
| Total | of whom, women |
Total | of whom, women |
||
| Parent Company | |||||
| Sweden | 52 | 26 | 47 | 25 | |
| Group | |||||
| Australia | 7 | 1 | 10 | 2 | |
| Denmark | 3 | 1 | 4 | 1 | |
| Canada | 4 | 0 | 3 | 0 | |
| Netherlands | 33 | 9 | 29 | 8 | |
| Norway | 16 | 8 | 15 | 7 | |
| New Zealand | 2 | 0 | 2 | 0 | |
| Portugal | 8 | 2 | 9 | 3 | |
| Spain | 2 | 0 | 2 | 0 | |
| UK | 78 | 24 | 75 | 23 | |
| Sweden | 298 | 85 | 278 | 78 | |
| Germany | 15 | 4 | 15 | 4 | |
| US | 80 | 26 | 81 | 26 | |
| Group total | 546 | 160 | 523 | 152 |
The proportion of female Board members, including employee representatives on the Boards of Directors of all Group companies, amounted to 14% (14), and on the Parent Company's Board of Directors to 11% (11). The proportion of women in the Group's management groups, including company presidents, amounted to 28% (26), and in Group management to 36% (40).
Remuneration of the Board, President and other senior executives 2014/2015
| Variable | Other | Pension | ||||
|---|---|---|---|---|---|---|
| Board fee | Basic salary | remuneration | remuneration | premiums | Total | |
| Carl-Erik Ridderstråle, Chairman of the Board | 370 | 0 | 0 | 0 | 0 | 370 |
| Erika Söderberg Johnson | 225 | 0 | 0 | 0 | 0 | 225 |
| Jan-Olof Brüer | 185 | 0 | 0 | 0 | 0 | 185 |
| Anders Persson | 205 | 0 | 0 | 0 | 0 | 205 |
| Christer Nilsson | 205 | 0 | 0 | 0 | 0 | 205 |
| Jakob Svärdström | 185 | 0 | 0 | 36 | 0 | 221 |
| Total remuneration of the Board | 1 375 | 0 | 0 | 36 | 0 | 1 411 |
| President/CEO Torbjörn Kronander | 0 | 1 835 | 384 | 0 | 463 | 2 682 |
| Other senior executives (10 individuals) | 0 | 9 698 | 2 037 | 0 | 1 298 | 13 033 |
| Total remuneration of the President and other senior executives | 0 | 11 533 | 2 421 | 0 | 1 761 | 15 715 |
| Total | 1 375 | 11 533 | 2 421 | 36 | 1 761 | 17 126 |
Preparation and decision-making process
The Board fee was decided at the Annual General Meeting in accordance with the proposal of the Nomination Committee. Guidelines for remuneration of the President and other senior executives are determined at the Annual General Meeting. Remuneration to the President/CEO was considered by the Remuneration Committee and decided by the Board of Directors. The President/CEO considered and decided on the remuneration of other senior executives.
Remuneration of the Board
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 185,000 was paid in fees to external Board members in 2014/2015 and SEK 370,000 to the Board Chairman. For Audit Committee work, SEK 20,000 was paid to external Board members and SEK 40,000 to the Chairman of the Audit Committee. No separate fee is paid for Remuneration Committee work. Other remuneration pertains to consultant services for assignments in which a Board member has specialist expertise. In cases where Board members invoice their fees, security contributions are included in the invoice.
Salaries and other remuneration
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | ||
| Board and President | 20 877 | 19 306 | 3 594 | 3 111 | |
| Other employees | 336 773 | 306 915 | 28 426 | 24 553 | |
| Total | 357 650 | 326 221 | 32 020 | 27 664 |
Social costs
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | ||
| Board and President | |||||
| Social costs | 3 352 | 3 408 | 1 163 | 994 | |
| Pension costs | 1 503 | 1 742 | 463 | 393 | |
| Total Board and President |
4 855 | 5 150 | 1 626 | 1 387 | |
| Other employees | |||||
| Social costs | 76 549 | 69 784 | 8 935 | 7 313 | |
| Pension costs | 19 322 | 17 665 | 1 821 | 1 585 | |
| Total other employees | 95 871 | 87 449 | 10 756 | 8 898 |
Remuneration of the President and other senior executives
Remuneration of 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 performance-based and maximized to a percentage of the fixed annual salary, which is a maximum of 50%. "Other senior executives" refers to the 10 individuals who, together with the President/CEO, comprised 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 three to 12 months on the part of the company, and from three to six 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 President 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 pension.
Convertibles and stock options programs
Convertibles and stock option programs enable employees and external board members to acquire shares in the company. The fair value of the allocated options is recognized as a personnel cost with a corresponding increase in equity. The fair value is calculated on the allocation date and is allocated over
Issued incentive programs
the vesting period. The fair value of the allocated options is calculated according to the Black & Scholes model and consideration is given to the terms and conditions that applied on the allocation date. The amount recognized as an expense is adjusted to reflect the actual number of vested options. The convertible programs entitle the employees and external Board members to acquire convertibles. During the fiscal year, share-based remuneration was expensed in an amount of SEK 335 thousand (1,819), of which SEK 0 thousand (479) pertained to senior executives, including the President/CEO.
| Convertible programs | 2011/2015 | 2011/2016 | 2012/2016 | 2012/2017 | 2013/2016 |
|---|---|---|---|---|---|
| Number of underlying Class B shares | 232 329 | 53 406 | 121 818 | 41 661 | 189 659 |
| Conversion rate, SEK | 38.60 | 41.20 | 55.60 | 59.30 | 71.10 |
| Exercise period | May 25-29, 2015 | May 23-27, 2016 | May 23-27, 2016 | May 22-26, 2017 | Nov 7-10, 2016 |
| Time to expiration | Oct 28, 2011 – Jun 15, 2015 |
Oct 28, 2011 – Jun 15, 2016 |
Nov 1, 2012 – Jun 15, 2016 |
Nov 1, 2012 – Jun 15, 2017 |
Nov 1, 2013 – Nov 30, 2016 |
| Interest rate during time to expiration | Stibor +2.25% | Stibor +2.25% | Stibor +2.25% | Stibor +2.25% | Stibor +2.25% |
| Dilution upon full conversion, capital | 0.6% | 0.1% | 0.3% | 0.1% | 0.5% |
| 2013/2017 | 2014/2017 | 2014/2018 | |
|---|---|---|---|
| Number of underlying Class B shares | 46 112 | 120 581 | 26 355 |
| Conversion rate, SEK | 75.90 | 124.50 | 132.80 |
| Exercise period | Nov 6-9, 2017 | Dec 11-15, 2017 | Dec 10-14, 2018 |
| Time to expiration | Nov 1, 2013 – Nov 30, 2017 |
Dec 1, 2014 – Dec 31, 2017 |
Dec 1, 2014 – Dec 31, 2018 |
| Interest rate during time to expiration | Stibor +2.25% | Stibor +2.25% | Stibor +2.25% |
| Dilution upon full conversion, capital | 0.1% | 0.3% | 0.1% |
| Employee stock option programs: | 2012/2015 |
|---|---|
| Number of underlying Class B shares | 100 000 |
| Exercise price, SEK | 44.50 |
| Exercise period | Nov 16-22, 2015 |
| Number of options exercised at April 30, 2015 | 0 |
| Dilution at full exercise, capital | 0.3% |
| Concluded | Increase due to | ||||
|---|---|---|---|---|---|
| No. of convertibles/options | May 1, 2014 | programs | New programs | restated price | April 30, 2015 |
| Convertibles | 829 040 | -176 052 | 146 936 | 31 997 | 831 921 |
| Options | 200 000 | -100 000 | 0 | 0 | 100 000 |
| Total | 1 029 040 | -276 052 | 146 936 | 31 997 | 931 921 |
Recalculation occurred as a result of the share redemption program.
Note 3 Fees to auditors
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | ||
| Grant Thornton | |||||
| Audit fees | 1 213 | 1 112 | 411 | 384 | |
| Audit activities in addition to audit assignment |
593 | 878 | 200 | 196 | |
| Tax advisory services | 305 | 236 | 18 | 59 | |
| Other services | 87 | 167 | 17 | 60 | |
| Audit fees to other auditors | |||||
| Audit fees | 29 | 13 | 0 | 0 | |
| Other services | 0 | 27 | 0 | 0 | |
| Total | 2 227 | 2 433 | 646 | 699 |
Audit assignments involve examination of the annual report and consolidated financial statements, accounting records and the administration of the Board of Directors and the President and other tasks performed by the company's auditor including audit consultancy. The fee for audit assignments includes the statutory revision performed in each country. Audit activities in addition to the audit assignment pertains to quality-assurance services.
Note 4 Costs for operational leases
Annual leasing fees paid for operational leases totaled SEK 24,458 thousand (22,306). Agreed future leasing fees for operational leases are payable as shown below:
Group
| Rent | 15/16 18 753 |
16/17 18 112 |
17/18 15 998 |
18/19 15 509 |
|---|---|---|---|---|
| Cars | 4 508 | 3 381 | 2 131 | 1 253 |
| Other | 231 | 114 | 114 | 93 |
| Total | 23 492 | 21 607 | 18 243 | 16 855 |
Note 5 Income from participations in Group companies
| Parent Company | |||
|---|---|---|---|
| 14/15 | 13/14 | ||
| Sales of shares in subsidiaries | 0 | 3 981 | |
| Anticipated dividends from Group companies | 80 000 | 0 | |
| Total | 80 000 | 3 981 |
Note 6 Interest income and similar profit items
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | ||
| Other interest income | 3 007 | 9 038 | 2 706 | 7 622 | |
| Interest income from Group companies |
0 | 0 | 5 876 | 3 490 | |
| Dividends | 424 | 239 | 0 | 37 | |
| Capital gain, shares | 0 | 391 | 0 | 391 | |
| Exchange difference, net | 12 077 | 5 110 | 165 | 1 579 | |
| Total | 15 508 | 14 778 | 8 747 | 13 119 |
Monetary assets and liabilities are recognized at year-end rate in profit and loss.
Note 7 Interest expenses and similar expense items
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | ||
| Interest expenses | 1 386 | 1 386 | 1 307 | 1 346 | |
| Interest expenses from Group companies |
0 | 0 | 247 | 162 | |
| Total | 1 386 | 1 386 | 1 554 | 1 508 |
Monetary assets and liabilities are recognized at year-end rate in profit and loss.
Note 8 Appropriations
| Parent Company | |||
|---|---|---|---|
| 14/15 | 13/14 | ||
| Group contributions | 148 500 | 148 800 | |
| Change in tax allocation reserve | -18 275 | -19 000 | |
| Change in excess depreciation | -118 | 54 | |
| Total | 130 107 | 129 854 |
Group contributions paid and received in the Parent Company are recognized as appropriations in profit and loss in accordance with the alternative rule for Group contributions in RFR 2/IAS 27. This represents a change to the company's accounting policies and the figures for the preceding year have been adjusted.
Note 9 Tax on net profit for the year
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | ||
| Tax expenses | |||||
| Current tax | -43 787 | -42 777 | -29 164 | -28 944 | |
| Deferred tax | 5 448 | 5 171 | 237 | 0 | |
| Total tax expenses | -38 339 | -37 606 | -28 927 | -28 944 |
Relationship between Group tax and recognized tax per applicable tax rate
| Profit before tax | 164 416 | 141 464 | 213 168 | 126 828 |
|---|---|---|---|---|
| Tax per applicable tax rate for the Parent Company (22%) |
-36 171 | -31 122 | -46 897 | -27 902 |
| Adjustment of tax for previous years |
560 | -1 317 | 659 | -555 |
| Tax effect of non-deductible expenses |
-1 754 | -3 287 | -527 | -487 |
| Tax effect of non-taxable income | 6 | 2 331 | 17 601 | 0 |
| Change in temporary differences | 770 | -743 | 237 | 0 |
| Effect of changed tax rates in foreign subsidiaries |
-2 142 | -4 365 | 0 | 0 |
| Effect of utilized loss carryforwards |
392 | 897 | 0 | 0 |
| Tax on net profit for the year | -38 339 | -37 606 | -28 927 | -28 944 |
| Deferred tax liabilities | ||||
|---|---|---|---|---|
| Deferred tax liabilities on untaxed reserves |
33 006 | 29 246 | 0 | 0 |
| Deferred tax liabilities on current assets |
35 | 4 860 | 0 | 0 |
| Deferred tax liabilities on surplus values |
7 078 | 3 533 | 0 | 0 |
| Total deferred tax liabilities | 40 120 | 37 639 | 0 | 0 |
Deferred tax assets
| Total deferred tax assets | 26 635 | 19 920 | 237 | 0 |
|---|---|---|---|---|
| Deferred tax assets on provisions | 528 | 1 320 | 0 | 0 |
| Deferred tax assets on current liabilities |
0 | 406 | 0 | 0 |
| Deferred tax assets on current assets |
26 107 | 18 194 | 237 | 0 |
Unutilized loss carryforwards pertain to foreign companies in the Group on April 30, 2015, amounted to SEK 1,116 thousand (2,898), which corresponds to a tax value of SEK 335 thousand (869). There is no time limit for utilization of the foreign loss carryforwards. Deferred tax assets attributable to unutilized loss carryforwards are not recognized for foreign companies in the Group due to the current market situation in Europe.
| D Note 10 Intangible assets | |
|---|---|
| Note 10 Intangible assets | Group | Parent Company | |||||
|---|---|---|---|---|---|---|---|
| Capitalized development1 |
Goodwill2 | Patents and licenses3 |
Customer relations4 |
Trademarks5 | Total | Capitalized development1 |
|
| Opening cost | 101 150 | 46 138 | 4 106 | 38 686 | 7 808 | 197 888 | 0 |
| Translation differences | -177 | 4 018 | 239 | 1 604 | -47 | 5 637 | 0 |
| Investments for the year | 16 839 | 0 | 0 | 0 | 0 | 16 839 | 1 208 |
| Impairment for the year6 | -4 108 | -9 917 | -3 345 | -10 035 | 0 | -27 405 | 0 |
| Accumulated cost at April 30, 2014 | 113 704 | 40 239 | 1 000 | 30 255 | 7 761 | 192 959 | 1 208 |
| Opening amortization and impairment | 48 638 | 0 | 3 721 | 17 330 | 5 042 | 74 731 | 0 |
| Translation differences | -163 | 0 | -1 027 | 1 565 | 25 | 400 | 0 |
| Amortization for the year | 17 961 | 0 | 337 | 2 782 | 322 | 21 402 | 0 |
| Reversal of amortization on impaired assets6 | -308 | 0 | -2 031 | -6 094 | 0 | -8 433 | 0 |
| Accumulated amortization and impairment at April 30, 2014 |
66 128 | 0 | 1 000 | 15 583 | 5 389 | 88 100 | 0 |
| Closing residual value according to plan at April 30, 2014 |
47 576 | 40 239 | 0 | 14 672 | 2 372 | 104 859 | 1 208 |
| Opening cost | 113 704 | 40 239 | 1 000 | 30 255 | 7 761 | 192 959 | 1 208 |
| Translation differences | 1 358 | 6 557 | 0 | 2 762 | 550 | 11 227 | 0 |
| Investments for the year | 30 822 | 0 | 1 500 | 0 | 0 | 32 322 | 3 577 |
| Investments from acquisitions | 0 | 0 | 0 | 19 281 | 0 | 19 281 | 0 |
| Accumulated cost at April 30, 20157 | 145 884 | 46 796 | 2 500 | 52 298 | 8 311 | 255 789 | 4 785 |
| Opening amortization and impairment | 66 128 | 0 | 1 000 | 15 583 | 5 389 | 88 100 | 0 |
| Translation differences | 0 | 0 | 0 | 693 | 131 | 824 | 0 |
| Amortization for the year | 14 518 | 0 | 75 | 2 200 | 369 | 17 162 | 0 |
| Accumulated amortization and impairment at April 30, 2015 |
80 646 | 0 | 1 075 | 18 476 | 5 889 | 106 086 | 0 |
| Closing residual value according to plan at April 30, 2015 |
65 238 | 46 796 | 1 425 | 33 822 | 2 422 | 149 703 | 4 785 |
1 Capitalized development pertains to internally generated intangible assets comprising proprietary software and equipment for medical imaging and secure communications.
The remaining amortization period on larger projects is one to three years. The largest remaining project concerns the development of IT systems in Imaging IT Solutions.
2 Goodwill is attributable to acquisition of Burnbank.
3 Remaining values in patents and licenses pertain to licenses in the Secure Communications segment.
4 Customer relations are attributable to the Medical Systems segment and pertain to acquired assets from Sectra Sverige AB (formerly Radisoft AB), Sectra imaXperts BV, Burnbank Systems Ltd and it-mark ApS.
5 Brands pertain to acquired assets from Sectra Sverige AB and Burnbank Systems Ltd.
6 Goodwill attributable to the acquisition of Burnbank Systems Ltd in the UK was impaired by SEK 9.9 million in the preceding year. Costs for capitalized development projects in the Imaging IT
Solutions segment were impaired SEK 4.1 million (net 3.8) in the preceding year. For other intangible assets, cost was impaired SEK 13.4 million (net 5.3) in the preceding year. 7 Of accumulated cost on April 30, 2015, 26.0% (20.5) pertains to ongoing development projects and 74.0% (79.5) to completed projects.
Impairment of intangible assets
An impairment test is performed on intangible assets if there is an indication that an asset may be impaired, and on ongoing development projects and goodwill at least once annually. Impairment testing is based on future valuein-use calculations. The value of the Group's intangible assets is based on the value-in-use of the cash-generating development projects and acquired companies. The value-in-use is based on the cash flows that the assets are expected to generate.
The future cash flows used when calculating each unit's value-in-use is based on a detailed review of each development project. Future cash flows for goodwill are based on expected synergy effects in terms of the growth potential for sales in the UK market for Imaging IT Solutions.The present value of the forecast future cash flows for all development projects was estimated using a pre-tax rate of 10% (15-20). A pre-tax rate of 10% (12) was used when calculating cash flows associated with goodwill.The discount rate is based on a market determination of average cost of capital, taking into account the assessed risk level of the units' cash flows. Changes to the discount rate compared with previous years are due to lower market rates and less risk per project. The forecast period when calculating value-in-use is determined by the asset's useful life of between five to seven years and assumed growth of 10-20% (12-15) over the forecast period, which is based on market growth in Sectra's product areas. The forecast period in connection with the calculation of goodwill has been set at five years. The growth rate assessment is based on market trends and growth goals in the business areas.
Other assumptions regarding required returns
Tax rate: Tax rate in Sweden
| Risk-free interest: | Ten-year treasury bill or an equivalent financial |
|---|---|
| investment with the lowest possible risk | |
| Market risk premium: | 5% |
| Beta value: | The beta value is calculated at one |
| Interest expenses: | Sectra's assessed cost for borrowing |
Circumstances that led to impairment and sensitivity analysis
Impairment of intangible assets
Changed local product strategies in Imaging IT Solutions led to an impairment of SEK 3.8 million in capitalized development costs, and of SEK 5.3 million in other intangible assets.
Impairment tests for the year per development project and other intangible assets were performed with such a margin that Executive Management deems any reasonable and possible changes in individual variables will not cause the value-in-use to fall below the carrying amount. According to the analysis, a decline in the forecast sales proceeds of at least 30% per development project would not provide any indication of impairment.
Impairment of goodwill
Due to organizational changes, which led to lower than expected synergy effects in the Sectra Group, goodwill associated with acquisition of the Burnbank companies was impaired by SEK 9.9 million in the preceding year. Impairment tests for the year show that additional impairment is not currently required. Should there be any future changes in individual variables, the value-in-use may fall below the carrying amount which could lead to additional impairment. A decline in sales proceeds of up to 15% would not entail any additional impairment.
Calculation of recoverable amount
The recoverable amount comprises value-in-use, meaning the present value of the future cash flows that the intangible assets are expected to generate. All assumptions described above have been approved by the Board.
Parent Company
At April 30, 2015, the Parent Company held intangible assets related to capitalized development projects in Business Innovation amounting to SEK 4.8 million (1.2).
Note 11 Tangible assets
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, 2015 | April 30, 2014 | April 30, 2015 | April 30, 2014 | |
| Opening cost | 217 050 | 175 445 | 12 152 | 11 073 |
| Translation differences | 27 440 | 7 967 | 0 | 0 |
| Investments for the year | 22 956 | 40 623 | 6 163 | 1 079 |
| Sales/disposals for the year | -1 864 | -6 985 | 0 | 0 |
| Investments from acquisitions | 4 116 | 0 | 0 | 0 |
| Closing accumulated cost | 269 698 | 217 050 | 18 315 | 12 152 |
| Opening depreciation | 148 556 | 126 775 | 11 227 | 10 835 |
| Translation differences | 18 529 | 3 656 | 0 | 0 |
| Depreciation for the year | 25 162 | 24 188 | 426 | 392 |
| Sales/disposals for the year | -1 591 | -6 063 | 0 | 0 |
| Opening depreciation at time of acquisition | 3 097 | 0 | 0 | 0 |
| Closing accumulated depreciation | 193 753 | 148 556 | 11 653 | 11 227 |
| Residual value according to plan | 75 945 | 68 494 | 6 662 | 925 |
| Total carrying amount | 75 945 | 68 494 | 6 662 | 925 |
Note 12 Participations in Group companies
| April 30, 2015 | April 30, 2014 | ||||||
|---|---|---|---|---|---|---|---|
| No. of partici | Share of | ||||||
| Corp. Reg. No. | Reg. office | pations | capital, % | Nominal value | Carrying amount | Carrying amount | |
| Parent Company: | |||||||
| Sectra Imaging IT Solutions 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 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 | 6707408 | London Stansted, UK | 1 000 | 100% | GBP 0.001 | 0 | 0 |
| Sectra Sverige AB2 | 556483-9479 | Linköping, SE | 40 350 | 100% | 100 | 21 016 | 21 016 |
| Sectra Norge AS2 | 975 353 265 | Oslo, NO | 5 000 | 100% | NOK 500 | 283 | 283 |
| Sectra North America, Inc.2 | 06-1473851 | Shelton, US | 500 | 100% | USD 50 | 384 | 384 |
| Sectra Medical Systems GmbH2 | HR B 8546 | Cologne, DE | 500 | 100% | EUR 26 | 219 | 219 |
| Sectra A/S2 | 26121361 | Herlev, DK | 5 000 | 100% | DKK 100 | 639 | 639 |
| Sectra Ltd2 | 4571654 | London Stansted, UK | 1 | 100% | GBP 0.001 | 0 | 0 |
| Sectra Pty Ltd2 | 105 376 190 | Sydney, AU | 1 | 100% | AUD 0.1 | 1 | 1 |
| Sectra New Zealand Ltd2 | 1539744 | Auckland, NZ | 1 | 100% | NZD 0.1 | 0 | 0 |
| Sectra Medical Systems SL2 | B84352749 | Madrid, ES | 500 | 100% | EUR 253 | 2 290 | 2 290 |
| Art Ces Lda | PT513270396 | Porto, PT | 5000 | 100% | EUR 5 | 48 | n/a |
| Sectra imaXperts BV2 | 39069257 | Almere, NL | 500 | 100% | EUR 22.5 | 4 664 | 4 664 |
| Sectra France SAS | 811070317 | Paris, FR | 1 000 | 100% | EUR 1 | 9 | n/a |
| Total | 35 531 | 35 474 | |||||
| Sectra Imaging IT Solutions AB: | |||||||
| Paxlink AB | 556572-3292 | Linköping, SE | 1 000 | 100% | 100 | 811 | 811 |
| Burnbank Systems Ltd1 | 05968184 | Ipswich, UK | 1 000 | 100% | GBP 6,930 | 61 836 | 61 836 |
| Burnbank Dataconnect Ltd | 02860002 | Ipswich, UK | 1 450 | 100% | GBP 0.0 | 0 | 0 |
| Burnbank Healthsystems Ltd | 06502661 | Ipswich, UK | 2 | 100% | GBP 0.0 | 0 | 0 |
| Total | 62 647 | 62 647 | |||||
| Sectra Communications AB: | |||||||
| Sectra Secure Solutions AB | 556570-9325 | Linköping, SE | 3 000 000 | 100% | 6 981 | 6 981 | 6 981 |
| 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 |
| Sectra Communications Oy | 2679724-9 | Helsinki, FI | 2 500 | 100% | EUR 2.5 | 23 | n/a |
| Total | 7 168 | 7 145 | |||||
1 Burnbank Systems Limited and Burnbank Dataconnect Limited are exempt from the requirement to have a statutory audit completed on their financial statements under section 479A of the Companies Act 2006 under UK law.
2 Sectra Sverige AB, Sectra Norge AS, Sectra North America, Inc, Sectra Medical Systems GmbH, Sectra A/S, Sectra Ltd, Sectra Pty Ltd, Sectra New Zealand Ltd, Sectra Medical Systems SL and Sectra imaXperts BV changed their ownership structures during the year and are now wholly owned subsidiaries of Sectra AB. These subsidiaries were previously 100% owned by Sectra Imaging IT Solutions AB. The former carrying amount of SEK 29,496 thousand was transferred.
Note 13 Acquisitions and discontinued operations
On April 30, 2015, the Group acquired 100% of the shares in it-mark ApS, which sells IT services to the healthcare sector in Denmark. The acquisition was part of Sectra's efforts to expand the Medical Systems business area into the Danish market. The operations were consolidated into the Sectra Group from the date of acquisition, at which time Sectra obtained a controlling influence. The company has 11 employees and reported sales of DKK 13.4 million (approximately SEK 16.0 million) for the 2014 fiscal year, with an operating margin of 10.2%.
The total consideration transferred on the date of acquisition amounted to SEK 19.4 million, of which SEK 12.4 million comprised a cash consideration and SEK 6.2 million comprised a contingent consideration, which was recognized as a provision in the Group. The fair value of the contingent consideration was calculated based on the likelihood that the earnings objective set for April 30, 2020 would be achieved. The acquisition was fully financed with existing funds.
The operations were consolidated into the Sectra Group from April 30, 2015, at which time Sectra obtained a controlling influence over the acquired unit. Since the date of acquisition was the final date of the fiscal year, the acquired operations were consolidated into the Sectra Group with sales and earnings of SEK 0.0 million for 2014/2015.
Acquired net assets and goodwill, April 30, 2015
| SEK million | Carrying amount of the acquired company |
Value according to acquisition analysis |
|---|---|---|
| Customer relations | 0.0 | 19.3 |
| Tangible assets | 1.0 | 1.0 |
| Current receivables | 3.0 | 3.0 |
| Cash and cash equivalents | 3.7 | 3.7 |
| Deferred tax | 0.0 | -3.5 |
| Current liabilities | -4.1 | -4.1 |
| Total acquired net assets | 3.6 | 19.4 |
| Fair value of consideration transferred | 19.4 | |
| Goodwill1 | 0.0 | |
| Net outflow of cash and cash equivalents attributable to the acquisition1 |
||
| Cash consideration transferred | 12.4 |
| Total | 8.7 |
|---|---|
| company on the date of acquisition | -3.7 |
| Cash and cash equivalents in the acquired |
1 Excluding acquisition-related expenses of SEK 0.5 million, which were recognized as external costs in the consolidated income statement for the 2014/2015 fiscal year.
Discontinued operations, April 30, 2012
In the 2011/2012 fiscal year, Sectra divested the company's mammography operation to Royal Philips Electronics. On a debt-free basis, the cash consideration amounted to EUR 57.5 million, including the sale of assets attributable to discontinuation of the MicroDose operation. The agreement includes an additional consideration of EUR 12.5 million, which will fall due in five years should specially agreed terms be met. During the 2011/2012 fiscal year, excluding a possible additional consideration, the transaction generated a capital gain of SEK 322.6 million after tax for Sectra, based on carrying amounts.
Note 14 Long-term receivables from Group companies
| Parent Company | |||
|---|---|---|---|
| April 30, 2015 | April 30, 2014 | ||
| Opening cost | 145 985 | 88 337 | |
| New receivables | 12 946 | 81 662 | |
| Amortized receivables | -34 434 | -25 741 | |
| Exchange-rate difference | 19 519 | 1 727 | |
| Total | 144 016 | 145 985 |
Note 15 Investments held as fixed assets
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
||
| Other shares and participations |
1 766 | 1 766 | 0 | 0 | |
| Total | 1 766 | 1 766 | 0 | 0 |
Securities holdings with maturities of less than one year are classified as short-term. See Note 29 for valuation of securities holdings.
The investments held as fixed assets item includes participations in Commit OY, Finland, in which the Group's holding represents 13% of the capital and votes.
Note 16 Inventories
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
|
| Component stocks | 10 675 | 10 472 | 0 | 0 |
| Finished products | 3 935 | 1 211 | 0 | 0 |
| Total | 14 610 | 11 683 | 0 | 0 |
An impairment loss amounting to SEK 116 thousand (703) was recognized in profit and loss for 2014/2015.
Equipment and components mainly used for development were reclassified as inventories or expensed in profit and loss, depending on the estimated lifetime of the stock items in question. Of the total inventory value, 0 is measured at fair value after selling expenses.
Accordingly, the entire inventory is valued at historical cost since this value is lower than fair value less selling expenses.
Note 17 Accounts receivable
| Accounts receivable per currency | Group | Parent Company | ||
|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
|
| SEK | 24 979 | 22 928 | 296 | 730 |
| USD | 42 620 | 31 217 | 2 146 | 0 |
| EUR | 56 439 | 68 382 | 7 868 | 0 |
| GBP | 49 358 | 41 207 | -27 | 0 |
| Other currencies | 24 373 | 24 085 | -15 | 0 |
| Total | 197 769 187 819 | 10 268 | 730 |
Change for the year in the reserve for doubtful accounts receivable
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
|
| Opening balance | 15 728 | 9 027 | 100 | 0 |
| Reversal of unutilized amounts | -3 269 | -2 932 | 0 | 0 |
| Reserve for doubtful accounts receivable |
6 301 | 9 496 | 1 078 | 100 |
| Exchange-rate effect | 1 342 | 137 | 0 | 0 |
| Total | 20 102 | 15 728 | 1 178 | 100 |
See Note 30 for an age analysis.
Note 18 Prepaid expenses and accrued income
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
|
| Prepaid rent | 3 207 | 3 161 | 1 343 | 1 314 |
| Accrued interest income | 482 | 4 093 | 466 | 4 077 |
| Prepaid support agreements | 8 219 | 2 689 | 1 002 | 795 |
| Other items | 78 142 | 37 606 | 2 176 | 1 182 |
| Recognized non-invoiced income | 196 852 110 580 | 0 | 0 | |
| Total | 286 902 158 129 | 4 987 | 7 368 |
Note 19 Cash and cash equivalents
| Group | Parent Company1 | ||||
|---|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
||
| Bank balances | 307 076 | 360 092 | 267 016 | 254 163 | |
| Short-term investments | 0 | 81 853 | 0 | 81 853 | |
| Total | 307 076 | 441 945 | 267 016 | 336 016 |
Short-term investments recognized 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.
1 Balances on the Group's cash-pool accounts are recognized from this year in their entirety as cash and cash equivalents in the Parent Company and are included in the Parent Company's cash-flow statement. The subsidiaries' portion of the cash-pool accounts are recognized as short-term receivables from or liabilities to the Parent Company. This changed assessment is supported by RedU 5 "Accounting of joint bank accounts in a Group" issued in December 2014.
| Bank overdraft facilities | Group | Parent Company | |||
|---|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
||
| 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 20 Untaxed reserves
| Parent Company | ||
|---|---|---|
| April 30, | April 30, | |
| 2015 | 2014 | |
| Tax allocation reserves: | ||
| Allocated to taxes 10 | - | 26 900 |
| Allocated to taxes 11 | 10 700 | 10 700 |
| Allocated to taxes 13 | 29 950 | 29 950 |
| Allocated to taxes 14 | 20 425 | 20 425 |
| Allocated to tax year 2014 | 43 000 | 43 000 |
| Allocated to tax year 2015 | 45 175 | - |
| Excess depreciation | 255 | 137 |
| Total | 149 505 | 131 112 |
Of the total untaxed reserves, SEK 32,891 thousand (28,844) is recognized as deferred tax liabilities in the Group.
Note 21 Provisions
| Group | ||||||
|---|---|---|---|---|---|---|
| Taxes | Guarantee commitments and other provisions |
Contingent consideration |
Total | |||
| Carrying amount, | ||||||
| May 1, 2013 | 27 067 | 316 | 17 259 44 642 | |||
| Provisions made in the period | 27 677 | 6 000 | 0 33 677 | |||
| Reversal of provisions | 0 | 0 | -16 180 -16 180 | |||
| Amount appropriated | -17 105 | -316 | -1 079 -18 500 | |||
| Carrying amount, | ||||||
| April 30, 2014 | 37 639 | 6 000 | 0 43 639 | |||
| Of which, total long-term | ||||||
| portion of provisions | 31 366 | 6 000 | 0 37 366 | |||
| Of which, total short-term | ||||||
| portion of provisions | 6 273 | 0 | 0 | 6 273 |
| Group | |||||
|---|---|---|---|---|---|
| Taxes | Guarantee commitments and other provisions |
Contingent consideration1 |
Total | ||
| Carrying amount, | |||||
| May 1, 2014 | 37 639 | 6 000 | 0 43 639 | ||
| Provisions made in the period | 7 625 | 0 | 6 195 13 820 | ||
| Reversal of provisions | 0 | -3 600 | 0 | -3 600 | |
| Amount appropriated | -5 144 | 0 | 0 | -5 144 | |
| Carrying amount, | |||||
| April 30, 2015 | 40 120 | 2 400 | 6 195 48 715 | ||
| Of which, total long-term | |||||
| portion of provisions | 32 096 | 2 400 | 6 195 40 691 | ||
| Of which, total short-term portion of provisions |
8 024 | 0 | 0 | 8 024 |
The carrying amount at the end of the period is expected to be settled within six years for taxes, within one year for guarantee commitments and within three years for other provisions.
1 Refer to Note 13.
Note 22 Other long-term liabilities
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
|
| Convertible debentures 11/15 | 0 | 8 968 | 0 | 8 968 |
| Convertible debentures 11/16 | 2 201 | 2 201 | 2 201 | 2 201 |
| Convertible debentures 12/16 | 6 773 | 6 773 | 6 773 | 6 773 |
| Convertible debentures 12/17 | 2 471 | 2 471 | 2 471 | 2 471 |
| Convertible debentures 13/16 | 13 484 | 13 484 | 13 484 | 13 484 |
| Convertible debentures 13/17 | 3 500 | 3 500 | 3 500 | 3 500 |
| Convertible debentures 14/17 | 15 012 | 0 | 15 012 | 0 |
| Convertible debentures 14/18 | 3 500 | 0 | 3 500 | 0 |
| Total | 46 941 | 37 397 | 46 941 | 37 397 |
During the year, two new convertible programs were issued, comprising a total of 146,936 convertibles. The assessment of whether the interest rate for convertibles is marketbased, is based on Sectra's current costs for borrowing. Refer to Note 29 for information concerning maturities and terms of interest, and Note 2 for more information about the convertible programs.
Note 23 Other current liabilities
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, | April 30, | April 30, | April 30, | |
| 2015 | 2014 | 2015 | 2014 | |
| Convertible debentures 10/14 | ||||
| reclassification from long-term | ||||
| liabilities | 0 | 6 091 | 0 | 6 091 |
| Convertible debentures 11/15 | ||||
| reclassification from long-term | ||||
| liabilities | 8 968 | 0 | 8 968 | 0 |
| Value-added tax | 15 556 | 8 171 | 0 | 0 |
| Employee withholding taxes | 7 133 | 6 226 | 640 | 687 |
| Other liabilities | 7 924 | 8 153 | 1 380 | 382 |
| Total | 39 581 | 28 641 | 10 988 | 7 160 |
Conditions
For information about the terms for the convertible debentures, see Note 2 Salaries and other remuneration.
Note 24 Accrued expenses and deferred income
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
|
| Accrued social costs | 24 413 | 21 088 | 3 881 | 2 903 |
| Accrued vacation pay | 37 532 | 34 603 | 6 278 | 5 123 |
| Prepaid support agreements | 62 888 | 64 370 | 0 | 0 |
| Accrued accounts payable | 16 369 | 10 582 | 2 578 | 4 158 |
| Invoiced non-recognized income | 83 918 | 71 864 | 198 | 0 |
| Other items | 46 440 | 42 695 | 10 858 | 1 910 |
| Total | 271 560 245 202 | 23 793 | 14 094 |
Note 25 Pledged assets and contingent liabilities
| Group | Parent Company | |||
|---|---|---|---|---|
| April 30, 2015 |
April 30, 2014 |
April 30, 2015 |
April 30, 2014 |
|
| 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 subsidiaries | 357 729 | 248 525 | ||
| Total contingent liabilities | 357 729 | 248 525 |
Note 26 Cash flow
Adjustment for non-cash items
| Group | Parent Company | |||
|---|---|---|---|---|
| 14/15 | 13/14 | 14/15 | 13/14 | |
| Depreciation/amortization and impairment |
42 324 | 64 562 | 426 | 392 |
| Exchange-rate differences | 12 442 | 3 019 | 491 | 2 624 |
| Reversal of contingent consideration |
0 | -16 180 | 0 | 0 |
| Reversal of provision/provision | -3 600 | 6 000 | 0 | 0 |
| Share-related payments | 335 | 1 819 | 0 | 0 |
| Other | 4 654 | 4 980 | 0 | 0 |
| Total | 56 155 | 64 200 | 917 | 3 016 |
Note 27 Related parties
The Group's related parties comprise Group Management and the Board of Directors, as well as other key persons in senior positions. The Group has no transactions with related parties, apart from what is stated in Note 2.
Note 28 Important estimates and judgments
At year-end, certain judgments are made in regard to the application of accounting policies that affect the carrying amounts recognized on the balancesheet date. These estimates for reporting purposes may deviate from the actual outcome. The following estimates may involve a risk of changes in the carrying amounts.
Impairment requirements relating to intangible assets including goodwill 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 during its useful life. The calculations are based on budgeted long-term targets and anticipated growth. Group synergy effects were taken into consideration when calculating cash flow associated with goodwill. The present value of the forecast future cash flows for all development projects has been calculated using a discount rate of 10%. A discount rate of 10% has been used when calculating cash flows associated with goodwill. The growth rate assessment has been set in line with market trends and growth goals in the business areas.
Note 29 Measurement of financial assets and liabilities
The useful life of intangible assets excluding goodwill is based on the average life of the asset. Amortization of intangible assets is based on the assumed useful life per asset, which can have major significance for the Group's earnings and financial position.
Obligations for guarantees arise upon the 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 .
| Accounts | Non-financial | ||||||
|---|---|---|---|---|---|---|---|
| receivable and | Financial assets | Other financial | Total carrying | assets and | Total balance | ||
| Group, April 30, 2015 | loan receivables | available for sale | assets and liabilities | amount | Fair value | liabilities | sheet |
| Investments held as fixed assets | 0 | 1 766 | 0 | 1 766 | 1 766 | 0 | 1 766 |
| Accounts receivable | 197 769 | 0 | 0 | 197 769 | 197 769 | 0 | 197 769 |
| Other short-term receivables | 0 | 0 | 0 | 0 | 0 | 14 058 | 14 058 |
| Cash and bank balances | 0 | 0 | 307 076 | 307 076 | 307 076 | 0 | 307 076 |
| Total financial assets | 197 769 | 1 766 | 307 076 | 506 611 | 506 611 | 14 058 | 520 669 |
| Long-term liabilities | 0 | 0 | 46 941 | 46 941 | 46 941 | 0 | 46 941 |
| Other current liabilities | 0 | 0 | 8 968 | 8 968 | 8 968 | 30 613 | 39 581 |
| Accounts payable | 0 | 0 | 42 606 | 42 606 | 42 606 | 0 | 42 606 |
| Total financial liabilities | 0 | 0 | 98 515 | 98 515 | 98 515 | 30 613 | 129 128 |
| Accounts | Non-financial | ||||||
| receivable and | Financial assets | Other financial | Total carrying | assets and | Total balance | ||
| Group, April 30, 2014 | loan receivables | available for sale | assets and liabilities | amount | Fair value | liabilities | sheet |
| Investments held as fixed assets | 0 | 1 766 | 0 | 1 766 | 1 766 | 0 | 1 766 |
| Group, April 30, 2014 | loan receivables | available for sale | assets and liabilities | amount | Fair value | liabilities | sheet |
|---|---|---|---|---|---|---|---|
| Investments held as fixed assets | 0 | 1 766 | 0 | 1 766 | 1 766 | 0 | 1 766 |
| Accounts receivable | 187 819 | 0 | 0 | 187 819 | 187 819 | 0 | 187 819 |
| Other short-term receivables | 0 | 0 | 0 | 0 | 0 | 6 724 | 6 724 |
| Cash and bank balances | 0 | 0 | 441 945 | 441 945 | 441 945 | 0 | 441 945 |
| Total financial assets | 187 819 | 1 766 | 441 945 | 631 530 | 631 530 | 6 724 | 638 254 |
| Long-term liabilities | 0 | 0 | 37 397 | 37 397 | 37 397 | 0 | 37 397 |
| Other current liabilities | 0 | 0 | 6 091 | 6 091 | 6 091 | 22 549 | 28 640 |
| Accounts payable | 0 | 0 | 24 014 | 24 014 | 24 014 | 0 | 24 014 |
| Total financial liabilities | 0 | 0 | 67 502 | 67 502 | 67 502 | 22 549 | 90 051 |
Possible customer losses were impaired via profit and loss in the amount of SEK 4,150 thousand (8,961). No gains or losses were recognized in any of the other categories.
For cash and cash equivalents and other receivables and liabilities with shorter lifetimes, the carrying amount is considered to correspond to the fair value. In the case of receivables or liabilities with a lifetime exceeding one year, the carrying amount has been discounted and corresponds to fair value.
Long-term financial liabilities pertain to convertible debentures and the time to expiration is one to four years. Other financial liabilities have a time to expiration of less than one year.
Calculation of fair value
The following methods were used to determine fair value:
- Securities holdings that are available for sale belong to Level 2, meaning that the calculation of fair value is based on market quotations or the calculation of future cash flows for which variables are obtained from market quotations whenever possible. The holding that can be sold amounts to SEK 1,766 thousand (1,766).
- The short-term portion of the contingent consideration recognized in other financial liabilities at April 30, 2015 belongs to Level 3, which means that the calculation of fair value is based on unobservable inputs. The calculation was based on the likelihood that set goals would be achieved.
Note 30 Risks, risk management and sensitivity 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 markets, the political 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 jointly account for 18.9% (20.2) of Group sales. No individual partner or customer accounts for more than 10% of the Group sales. Although sales to each customer are often divided among a number of agreements, the proportion of long operating agreements has increased and, therefore, the loss of a major customer could have a significant effect on the Group's long-term earnings and financial 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 assumes 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 international companies. Accordingly, the USD and EUR exchange rates have an effect on the price structure and competitiveness. Other business risks, such as market risks, suppliers, technical development, dependence on individual persons and ethical risks 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, GBP and EUR. Operating profit for the year includes an exchange loss of SEK 504 thousand (2,769) and net financial items include exchange gains of SEK 14,945 thousand (5,110).
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 significant. Sectra monitors 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
| Total | 961.4 | -843.3 | 118.1 |
|---|---|---|---|
| Other currencies | 120.2 | -66.9 | 53.3 |
| GBP | 186.5 | -106.6 | 79.9 |
| EUR | 160.6 | -144.2 | 16.4 |
| USD | 237.9 | -188.9 | 49.0 |
| SEK | 256.2 | -336.7 | -80.5 |
| Currency | Revenues | Expenses | Net exposure |
| SEK million |
Interest-rate risks
Interest-rate risks pertain to the impact of changes in market interest rates on the Group's 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. On the balancesheet 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 customer invoices. The Group has set guidelines to ensure 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.
Age analysis accounts receivable
| SEK million | April 30, 2015 | April 30, 2014 |
|---|---|---|
| Accounts receivable not due for payment | 113.4 | 107.8 |
| Accounts receivable overdue 0 – 60 days | 53.0 | 42.7 |
| Accounts receivable overdue 60 days | 14.3 | 8.5 |
| Accounts receivable overdue 120 days | 37.2 | 44.5 |
| Reserve for customer losses | -20.1 | -15.7 |
| Total | 197.8 | 187.8 |
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 liquidity risks, 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 by compiling liquidity forecasts as a basis for investments or short and long-term borrowing.
On the balance-sheet date, the Group's unutilized credit facilities amounted to SEK 15,000 thousand.
Convertible loans 2011/2015, SEK 8,968 thousand, and 2011/2016, SEK 2,201 thousand, are payable in June 2015 and 2016 respectively, and carry a variable interest rate, Stibor +2.25%. Convertible loans 2012/2016, SEK 6,773 thousand, and 2012/2017, SEK 2,471 thousand, are payable in June 2016 and 2017 respectively, and carry a variable interest rate, Stibor +2.25%. Convertible loans 2013/2016, SEK 13,484 thousand, and 2013/2017, SEK 3,500 thousand, are payable in November 2016 and 2017 respectively, and carry a variable interest rate, Stibor +2.25%. Convertible loans 2014/2017, SEK 15,012 thousand, and 2014/2018, SEK 3,500 thousand, are payable in December 2017 and 2018 respectively, and carry a variable interest rate, Stibor +2.25%. Other loans carry floating rates, which varied between 2 and 4% during the fiscal year. Financial leasing contracts and convertibles have terms of zero to four years. Refer to Notes 2 and 22 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 the 2014/2015 fiscal year and how the variables named would have affected profit after net financial items 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 profit after financial items Net sales/gross profit +/- 1% +/- SEK 8.1 million Cost of materials +/- 1% +/- SEK 1.5 million Personnell Costs +/- 1% +/- SEK 4.8 million Interest rate levels +/- 1% +/- SEK 3.7 million Exchange-rate changes: USD exchange rate +/- 1% +/- SEK 0.7 million EUR exchange rate +/- 1% +/- SEK 1.3 million GBP exchange rate +/- 1% +/- SEK 1.6 million
In the event that the SEK weakens by 1% against the USD, GBP or EUR, profit after net financial items would improve by SEK 3.6 million.
Note 31 Asset management
The Group's financial goals have been determined by the Board. 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/assets ratio goal is 30%. In the 2014/2015 fiscal year, the Group's equity/assets ratio was 56.1%.
The Group's capital is defined as total shareholders' equity less any positive unrealized value changes and amounted to SEK 611,775 thousand (611,702) at April 30, 2015. The Group's equity/assets ratio on the balance-sheet date was 56.1% (60.7). Sectra's operations have large seasonal variations during the fiscal year and, accordingly, it is the Board's ambition to retain a sound capital structure with a low debt/equity ratio.
Note 32 Board's statement concerning repurchase and transfer the company's treasury shares
The Board of Directors' reasons for the authorization to repurchase and transfer the company's Class B treasury shares are in accordance with the provisions of Chapter 17, Section 3, paragraph 2 and 3 of the Swedish Companies Act.
Nature, scope, and risks of the operations
The nature and scope of the operations are specified in the Articles of Association and the published Annual Reports. The operations conducted by the company do not entail any additional risks to those that exist or may be deemed to exist in the industry or those risks that are generally associated with conducting business operations.
The financial position of the company and the Group
The financial position of the company and the Group as of April 30, 2015 are described in this Annual Report. The Annual Report also states the policies applies to the valuation of assets, provisions and liabilities.
Unrestricted equity in the Parent Company and the Group's retained earnings amounted to SEK 223.6 million and SEK 174.3 million, respectively, at the end of the 2014/2015 fiscal year.
The Annual Report states that the Group's equity/assets ratio is 56.1%. The proposed authorization to purchase and transfer the company's Class B treasury 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 equity as recognized 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 authorization now proposed to repurchase the company's Class B treasury shares.
Justification for dividend and repurchase
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, the proposed authorization to repurchase and transfer the company's Class B treasury 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 nature of the business, its scope and the risks placed on the size of the company's and Group's equity and the company's and the Group's consolidation requirements, liquidity and financing needs in general.
Note 33 Definitions of key figures
Gross margin:
Operating profit after depreciation as a percentage of net sales.
Direct return:
Dividend as a percentage of share price on the balance-sheet date.
Equity:
Equity includes 78.0% of untaxed reserves.
Equity per share:
Equity divided by the number of shares at the end of the period.
Value added:
Operating profit plus labor costs.
Value added per employee:
Operating profit plus labor costs divided by average number of employees.
Adjusted equity:
Recognized equity plus 78.0% of untaxed reserves.
Cash flow per share:
Cash flow from operations after changes in working capital in relation to the number of shares at the end of the period.
Liquidity:
Current assets divided by current liabilities.
P/E ratio:
Share price at the end of the period in relation to the 12-month period's earnings per share.
Return on equity:
Profit after tax as a percentage of average adjusted equity.
Return on capital employed (ROCE):
Profit before tax plus financial expenses as a percentage of average capital employed.
Return on total capital:
Earnings after net financial items plus financial expenses as a percentage of average total assets.
Operating margin:
Operating profit after depreciation as a percentage of net sales.
Debt/equity ratio:
Interest-bearing liabilities divided by equity.
Equity/assets ratio:
Equity as a percentage of total assets.
Capital employed:
Total assets reduced by non-interest-bearing liabilities.
Earnings per share:
Profit/loss after tax divided by the average number of shares.
Profit margin:
Earnings after net financial items as a percentage of net sales.
Auditor's report
TO THE ANNUAL MEETING OF THE SHAREHOLDERS OF SECTRA AB (PUBL), CORPORATE IDENTITY NUMBER 556064-8304
Report on the annual accounts and consolidated accounts
We have audited the annual accounts and consolidated accounts of Sectra AB (publ) for the financial year 2014-05-01 – 2015-04- 30. The annual accounts and consolidated accounts of the company are included in the printed version of this document on pages 40-63.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR FOR THE ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS
The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts in accordance with the Annual Accounts Act and of the consolidated accounts in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the annual accounts and
consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OPINIONS
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 30 April 2015 and of its financial performance and its cash flows for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 30 April 2015 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the group.
Report on other legal and regulatory requirements
In addition to our audit of the annual accounts and consolidated accounts, we have examined the proposed appropriations of the company's profit or loss and the administration of the Board of Directors and the Managing Director of Sectra AB (publ) for the financial year 2014-05-01 – 2015-04-30.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company's profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden.
As a basis for our opinion on the Board of Directors' proposed appropriations of the company's profit or loss, we examined whether the proposal is in accordance with the Companies Act.
As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
OPINIONS
We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
Linköping June 25 2015 Grant Thornton Sweden AB
Peter Bodin
Authorized Public Accountant
Glossary
Cloud solution/the cloud
Cloud computing, meaning that computer power is distributed over the Internet or company-specific intranets and not on individual computers.
Critical infrastructure
Basic infrastructure that is essential for the functioning of modern-day society, such as bridges and electricity and water supply.
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.
Integrated diagnostics
Diagnostic collaboration between different medical specialties, for example between pathologists and radiologists for diagnosing, treating and monitoring cancer patients. Integrated diagnostics is facilitated by digital technology, computer algorithms, clinical work flows and extended reporting to the patient's physician.
Mammography
Mammography is an examination procedure used to detect breast cancer at an early stage in asymptomatic women.
Multi-disciplinary team
A group of representatives from several different medical specialties. These collaborations usually arise when providing care for and treating cancer patients.
Oncology
A specialized medical area for diagnosing and the non-surgical treatment of malignant tumors (cancer).
Orthopaedics
A surgical specialty for disorders affecting the musculoskeletal system.
Osteoporosis
Commonly referred to as "brittle bone disease", a skeletal disease that causes increased brittleness of the bones and a risk for fractures.
PACS (Picture Archiving and Communication System)
A system for managing and archiving digital radiology images.
Pathology
A specialized medical area that uses tissues and body fluids for diagnostic purposes.
Primary diagnostics
An initial diagnosis that states the possible cause of a patient's symptoms and a treatment approach.
Radiology
A health science discipline and medical specialty that uses technologies for imaging the human body, such as X-ray, magnetic resonance imaging (MRI) and ultrasound.
Rheumatology
A medical specialty that focuses on treating diseases of the joints and muscles.
RIS (Radiology Information System)
A system for managing radiology patient data, such as appointment bookings, patient information and dictation at radiology clinics.
Visualization table
Large interactive touch screen with an image viewing program that enables interaction with 3D images of human and animal bodies.
List of references
1 page 22: The Orthopaedic Industry Annual Report for year ending December 31, 2012.
- 2 page 22: Osteoporosis: Burden, Health Care Provision and Opportunities in the European Union. Report launched in June 2011 by the International Osteoporosis Foundation (IOF) in collaboration with the European Federation of Pharmaceutical Industry Associations (EFPIA).
- 3 page 22: Calculation based on open comparisons by the Swedish Association of Local Authorities and Regions.
4 page 23: Sectra's Visualization Table has been developed in cooperation with researchers at the Center for Medical Image Science and Visualization, the Interactive Institute and Visualization Center C.
5 page 43: Allbrightrapporten 2015, http://allbright.se/wp-content/uploads/2015/03/AllBrightrapporten-mars2015.pdf
This document contains materials protected by copyright. All rights are reserved. All trademarks, product names or brand names appearing in this document are the property of their respective owners. Sectra®, the Sectra logotype and Sectra Imtec® are registered trademarks of Sectra AB. Sectra PACS™, Sectra Breast Imaging PACS™, Sectra Table™, Sectra RIS™, Sectra DoseTrack™, Sectra Digital Pathology Solution™ and Sectra OneScreen™ are trademarks of Sectra Imaging IT Solutions AB. The Sectra Tiger® and Sectra Ternety® word marks and logotypes are registered trademarks of Sectra Communications AB.
Annual General Meeting and dividend 2015
Date September 7, 2015 Time 3:30 p.m. Place Collegium, Teknikringen 7, Linköping, Sweden
Notice
Official notice will be distributed not earlier than six weeks and not later than four weeks prior to the Annual General Meeting in the form of a press release and publication on the company's website. The notice will also be announced in PoIT and information that notice has been given will be published in Svenska Dagbladet.
Dividend/share redemption program
The Board and the President propose that the 2015 Annual General Meeting resolve that SEK 4.50 per share be transferred to the shareholders through a share redemption program. No ordinary dividend is proposed.
Attendance and notification
Shareholders wishing to attend the meeting must be recorded in the shareholder register maintained by Euroclear Sweden AB by not later than September 1 and notify the company by e-mail [email protected], telephone +46 (0)13-23 52 00 or mail to the following address: Sectra AB, AGM 2015, Teknikringen 20, SE-58 330 Linköping, Sweden. The notification should include the shareholder's name, personal or corporate registration number and daytime telephone number. Where applicable, the number of advisors should be specified. If shareholders intend to be represented by proxy, a power of attorney and other authorization documents must be included with the notification.
Trustee-registered shares
Shareholders whose shares are registered with a trustee must temporarily re-register their shares in their own name with Euroclear Sweden AB. Such registration is to be carried out via the administrator and completed not later than September 1, 2015.
Documents
Complete proposals for decisions and forms for notification and authorization will be available not later than August 17, 2015 on www.sectra.se/agm2015 and from Sectra's office in Linköping. Shareholders who wish to receive these documents by mail should contact the company by phone +46 (0)13-23 52 00 or by e-mail [email protected].
Interim Reports 2015/2016
September 7, 2015 Three-month Report December 8, 2015 Six-month Report March 8, 2016 Nine-month Report May 31, 2016 Year-end report
Subscription
Financial reports and corporate governance information is available on the Group's website www.sectra.se under the Investor heading. To subscribe and receive information by e-mail, go to Subscribe under the Investor heading on Sectra's website www.sectra.com and fill in your contact information. Financial reports and other information can also be ordered by phone or via the email address below.
Distribution of the Annual Report
This Annual Report will be announced in a press release on June 30, 2015 and be published on the company's website. It will be distributed by mail to new shareholders and to those shareholders who have notified their wish to receive it by mail.
Contact for shareholders and investors
Shareholder contact
Helena Pettersson, Chief Investor Relations Officer E-mail: [email protected] Phone: +46 (0)13-23 52 04
Contact information, Sectra Group Headquarters
Sectra AB
Teknikringen 20 SE-583 30 Linköping, Sweden E-mail: [email protected] Tel: +46 (0)13-23 52 00 www.sectra.com
For further contact information on Sectra's global offices, visit www.sectra.com/contact
Ten good reasons to invest in Sectra
- Growth potential in healthcare sector and in secure communications and infrastructure.
- Established brand in niche areas, where customer confidence is a critical success factor.
- Stable, profitable company, with more than 50% of sales comprising recurring revenues from long-term customer contracts.
- Multinational reach and thousands of customers worldwide.
- High level of customer satisfaction and the aim to make customers even more satisfied.
- Products and services that contribute to improved quality of life and a more secure society.
- Self-financed portfolio of exciting innovation projects with reported and controlled costs. While some of these projects are unlikely to succeed, a single success story would be sufficient to add significant value.
- Members of management are shareholders.
- Principal owner dedicated to the long-term development of the company.
- A very strong corporate culture based on the employees' expertise and attitudes and their drive to solve customer problems.
Are you already a shareholder in Sectra?
We are interested in why you chose to buy shares in Sectra and what your views are on your investment and the company. We would be grateful if you could answer the seven questions in Sectra's shareholder survey, available at www.sectra.com/shareholder2015 Your feedback is important to Sectra!