Annual Report 2011
BRA INVEST – BETTER BUSINESS
2 – ANNUAL REPORT 2011
BRA INVEST – BETTER BUSINESS
BrA Invest TABLE OF CONTENTS Introduction 4-5 Company presentations
6-19
Management’s Review
20-22
Income Statement for the Group
23
Balance Sheet for the Group
24-25
Cash Flow Statement for the Group
26
Income Statement for the Parent Company
27
Balance Sheet for the Parent Company Cash Flow Statement for the Parent Company Additional Information
28-29 30 31-32
Notes 33-40 Signatures 40 Auditors’ Report
41
Presentation of the Board of Directors/Auditor
42
ANNUAL REPORT 2011 – 3
BRA INVEST – BETTER BUSINESS
BrA Invest
Building industrial companies BrA Invest is an industrial group that has been built up during the past ten years and today has three areas of activity: industry, trade, and buildings & real estate. The values guiding BrA invest’s activities are long-term, stability, profitability, and thereafter growth. The general philosophy and ”idea” behind BrA Invest is to invest in companies with turnover in the range of SEK 50-500 million within the aforementioned business areas. These investments are based on prudent valuation and with clear majority ownership, where the managements of the respective companies are involved as active participants. This philosophy stands firm and will guide the company’s development for the foreseeable future. We stand for active ownership and work with operational initiatives. Unlike venture capital companies, we do not have an exit strategy, but retain the holdings we make and have made. The strategy for the development of BrA Invest in the past years has been to focus on the existing companies we own, in order to develop them organically and through acquisitions, rather than embarking on new ventures in new and perhaps unknown industries. We have achieved critical mass and size in a couple of the companies and business areas (KB and Dogman) and we see obvious advantages in strengthening the positions of these activities both financially and in market terms by taking shares from competitors in existing markets and increasing our
CEO Stefan Andersson
4 – ANNUAL REPORT 2011
geographical presence. If new acquisition opportunities arise in these business areas we will be active and ready to do business. One lesson we have learned from the past year is that when making an acquisition it is extremely important that the acquiring organisation (company) is ready and willing to take on the acquired company and immediately integrate its activities into existing operations. Acquiring a company does not have to be particularly complicated, whereas integrating and developing is an art, and has to be learned. This is something that BrA Invest and our subsidiaries are and will be very good at doing! Another lesson from the past year is that size matters. Companies that are too small, with turnover that is too low, are hard to do much with, and very exposed to any staff changes in managerial or even all positions. It costs a lot of resources, patience and sometimes ongoing losses to get things right, think long-term and build a sound infrastructure, while also maintaining a reasonable cost level in order to avoid an excessive cash drain on the Group. The environment in which we live and operate requires a certain level
of premises, systems, communication, marketing structure, etc. The conditions for doing business simply, without burdening certain customers excessively, require a degree of scalability. This awareness means that, in future, BrA Invest will adopt a cautious approach to taking on activities that do not have the required size, even if they match the existing holdings and structures. BrA Invest leaves 2011 and goes into 2012 with favourable trends in most of our business activities. A lot of good things have been and are being done in different ways in all companies. Mistakes have also been made and will be made again. We do not reward or “punish” business activities for current result generation, but instead consider whether, fundamentally, the right measures are always taken to ensure that the trends in the respective companies point in the right direction. This knowledge will hopefully ensure that our present and future employees see BrA Invest as a good place to work, with development opportunities in an environment characterised by the freedom to take responsibility that in the long term creates value for all stakeholders!
BRA INVEST – BETTER BUSINESS
Stefan Andersson, Kenneth Andersson, Johan Zaunders, Christer Andersson, Jessica Nilsson
ANNUAL REPORT 2011 – 5
BRA INVEST – BETTER BUSINESS
Fastighets AB 3Hus
Structured management and extensive business development Structured management and extensive business development 3Hus is the Group’s property company, domiciled in Åstorp. The properties held are mainly in the neighbouring area. The company is a wholly-owned subsidiary of BrA Invest AB. In summer 2008, Fastighets AB 3Hus was acquired by BrA’s real estate company at that time, BrA Fastigheter. At around the same time an agreement was concluded to acquire Fastighetsbolaget Gajaden AB. After the merger of all three companies the ”new-old” company name, Fastighets AB 3Hus, was retained, but now under the auspices of BrA Invest. The business idea is to acquire, manage, improve and develop properties for longterm ownership. With stable and satisfied leaseholders and short decision-making channels, we manage properties in accordance with the respective companies’ needs and requirements.
CEO Christer Andersson
6 – ANNUAL REPORT 2011
At the end of 2011 the property portfolio consisted of seven commercial properties with eight leaseholders, of which four within the Group. There is also one vacancy. In 2011, 3Hus fastigheten acquired the Kv Anekdoten 1 property in Åstorps municipality. The property was originally an exhibition hall that was previously converted and enlarged for business purposes. In December, the work commenced to convert the property into a modern logistics centre. This work will continue in the first half of 2012, after which the sister company VikingLand AB (changing name to Living Story) will move in.
As from February 2012 Berne Särbring is the new CEO of Fastighets AB 3Hus. Berne has extensive experience from the property sector and has very strong project development expertise. With Berne, 3Hus will become a modern property company with well-structured administration and effective business development.
New CEO February 2012 Berne Särbring
Fastighets AB 3Hus*
Key figures 2011 (2010)
Part of the BrA Invest Group since 2008 BrA Invest’s ownership is 100%
Net sales SEK 8 million (SEK 12 million) EBIT SEK 2.3 million (SEK 7.0 million) Number of employees 2 (3)
*including other property companies
BRA INVEST – BETTER BUSINESS
BAB Byggtjänst AB
Quality and management system for a stronger position BAB Byggtjänst AB is a full-service construction company with the business idea of operating construction and building service activities in western Scania and southern Halland. BAB is the local builder that puts the customer first. We have the same expertise as nationwide developers, but our local anchoring provides a number of advantages. BAB offers both construction and building services. The idea is for BAB to be the partner for both large and small projects, and to be involved from first idea until final delivery. In 2011 two companies were acquired: PARAT Bygg in Malmö and Siffes Bygg in Torekov. The purpose of these acquisitions is to expand and strengthen our position in our business area and to ensure a sound basis for construction activities in the Malmö-Lund region. In order to further
CEO Peter Wetterlöv
8 – ANNUAL REPORT 2011
strengthen our position, in 2011 the decision was taken to implement a new quality and management system, called POVEL. Implementation will take place throughout 2012, with the objective to become an accredited POVEL company at the beginning of 2013. At the start of 2011 we saw an economic upturn, followed by a downturn in the second half-year due to the global financial crisis. This downturn has entailed fewer projects, as well as pressure on margins for the projects undertaken. Together with organisational problems related the company’s growth both organically and via acquisitions, this has squeezed profitability.
BAB has high ambitions for growth and one challenge it faces is to gain additional competent employees. With the stable foundation of well-functioning building service activity and dedicated organisational work, our outlook is positive.
BAB Byggtjänst AB
Key figures 2011 (2010)
Part of the BrA Invest Group since 2008 BrA Invest’s ownership is 90%
Net sales SEK 219 million (SEK 131 million) EBIT SEK -1.1 million (SEK 3.7 million) Number of employees 105 (64)
BRA INVEST – BETTER BUSINESS
AB Dogman
Industrial business model develops business activities Dogman is Scandinavia’s largest company for pet accessories, with a sales organisation in Sweden, Norway, Denmark and Finland. In 2011 the equestrian accessories company Jacson of Scandinavia was acquired, so that Dogman now offers an additional product range. The business idea is to import, distribute and market products in the pet and equestrian segment. We are developing our range with focus on the accessories category. Our high service level and broad range contribute to increasing our business customers’ competitiveness and profitability. With relevant, current products we meet the final customer’s need for pets to thrive. The vision is to be best in class! AB Dogman started up in 1965 in a 40sq.m. basement in Lund. The founder stood for the values of security of delivery and high product quality. In 1969 the activities were conducted in 11 different basement premises, after which it was decided to build new offices and a warehouse in Staffanstorp. The company continued to expand and by 1983 had outgrown its premises. A new domicile was built in the Gastelyckan industrial park in Lund.
The company also outgrew these premises and in 2010 moved to a new elevated warehouse and offices near the E4 in Åstorp. In 2007 the company was acquired by BrA Invest. Since BrA’s acquisition the company has expanded strongly both organically and via acquisitions. The companies Simontorp, Monsen and Jacson of Scandinavia were acquired, and Dogman Oy was established. The objective is to continuously strengthen the position as the Nordic market leader for accessories. There have been many challenges over the years. In the first years, when the sector was relatively immature, the main challenge was logistics, achieving an attractive range and then supplying the customer. Over time the market has changed and new challenges have included parallel supplies to both specialty and everyday commodities stores on a reliable basis. For a few years the sector has been subject to consolidation and today the challenge is
CEO Kenneth Andersson
10 – ANNUAL REPORT 2011
to be part of this. If the company does not match the current ongoing development we will soon get left behind. The achievements in recent years are mainly due to the company’s ability to make the transition from a traditional wholesaler to a modern company based on an industrial business model. Together with our brand focus, this systematic approach has given the company sound opportunities for ongoing positive development. 2011 has been an eventful year in which the Finnish warehouse was moved to Åstorp, a new sales office opened in Åbo, Jacson of Scandinavia was acquired and moved from Vollsjö to Åstorp, a modern business model was implemented, and an agreement was concluded with the Coop everyday commodities chain. Besides Coop, many new customer contracts were concluded, and these have been rolled out gradually over several months. The full impact will be seen in 2012. Overall, this means that we have high expectations of 2012.
AB Dogman
Key figures 2011 (2010) Part of the BrA Invest Group since 2007 BrA Invest’s ownership is 95%
Net sales SEK 354 million (SEK 334 million) EBIT SEK 13.3 million (SEK 7.2 million) Number of employees 85 (73)
BRA INVEST – BETTER BUSINESS
Draken i Reftele AB
Greater flexibility and long-term solutions Draken i Reftele is a modern plastics producer with two main product areas: industrial packaging and technical film. The company has been owned by BrA Invest since 2005 and up to 2011 has upgraded its machine park and also doubled the factory area with a new extension. Draken is distinguished in the market by its vision to be Sweden’s most flexible and effective film conversion company for the production of industrial packaging and technical film in polymer materials. Draken offers customers a wide range of plastic film products for industrial applications, and can provide the market with creative and cost effective solutions. This is achieved by offering such solutions as extrusion, conversion and flexography printing, all under the same roof. Product examples are building film, industrial packaging film, bags, sacks and hoods/ liners according to various specifications and functions. During 2011 the plastics industry has faced major challenges due to higher raw materials prices, driven mainly by the events in the oil-producing regions. This has led to record increases for regranulate
CEO Alexander Subotin
12 – ANNUAL REPORT 2011
and tough market conditions, which unfortunately is reflected in the result for the year. During 2011 the new CEO initiated dialogue with suppliers to ensure better access and long-term solutions. This has also been apparent on the customer side, as Draken signed several agreements with new customers in Q4 2011, strengthening sales operations. In 2011 a new warehouse and a new printing hall were also commissioned, which will increase Draken’s market flexibility and among other things provide stores solutions for customers. New challenges are continuously arising in our niche industry, requiring us to stay alert at all times. We must create action plans for both the short and long term, in order to influence products, customer relations and technology. These challenges require us to create the right conditions
to reduce lead times, develop products, invest in new machines and venture to introduce a new structure, despite the high cost. The challenge is to find the right path to take Draken to the next level in the market. The future will require Draken to initiate a process of continuous improvement via production rationalisation measures, closer dialogue with customers on business and product development, and sustained close dialogue with raw materials distributors. The challenge in 2012 is to capitalise the measures to be implemented. Draken’s business idea will be implemented via a deliberate and systematic effort combined with dedication, knowledge and cooperation at both supplier and customer level.
Draken i Reftele AB Key figures 2011 (2010)
Part of the BrA Invest Group since 2005 BrA Invest’s ownership is 100%
Net sales SEK 95 million (SEK 97 million) EBIT SEK 0.1 million (SEK 4.7 million) Number of employees 39 (41)
BRA INVEST – BETTER BUSINESS
Konstruktions-Bakelit AB
Development ensures competitiveness KB was founded by Anders Månson in 1947. From the start, the bar was set high. The ambition was to lead the plastics industry, rather than following it. Within KB, KB Components develops and manufactures advanced plastics components, while KB System develops its proprietary components for flexible power supply. KB Components offers turnkey solutions for the development and production of technically advanced plastic components, and masters most techniques and materials. KB Components is one of the largest players in Scandinavia with state-of-theart production facilities in Värnamo and Örkelljunga in Sweden, and Kaunas in Lithuania. The facility in Lithuania offers cost-effective production of labourintensive products, while the facilities in Örkelljunga and Värnamo undertake highly-automated production of technically advanced products for vehicles, heating/ plumbing/ventilation, security and medical technology. KB System manufactures and sells a system for power tracks, bars and outlet panels, based on the Dynamic Workplace Power (DWP) technique. The unique aspect of the DWP system is that users themselves select and mount the outlets
CEO Lars Holtskog
14 – ANNUAL REPORT 2011
where and how they wish on the rail. The system is very simple to instal, use and reuse. During the year the new product range was expanded with three-phase outlets with separate fuses, and KB System now offers a complete system for laboratories, hospitals, universities and offices that require high flexibility and safety. Historically, KB has been very successful at adapting to new techniques and major changes in the market. The previous dependence on Saab Automobile at the beginning of the 2000s has been replaced by a broad automotive customer portfolio. The crisis in the automotive industry in 2008-2009 made rationalisation measures necessary, and required the introduction of a more flexible production organisation. The positive volume development in 2010 continued in 2011, the automotive segment achieved sound growth, and the volumes on the lorry side
also increased, despite weaker demand in Europe. The result has improved and is expected to increase further through strong focus on cost reductions and productivity improvements. At the end of the year Årevall Plast in Värnamo, Sweden, was acquired. This acquisition is an element of KB’s longterm business plan of which the objective is to increase added value for customers and reduce cyclical exposure by achieving a balance between light vehicles, heavy vehicles and other industry. The acquisition entails a broader product offering that includes production and mounting in cleanroom environments, two-component products, and products used in a very broad size range, back-injection and advanced surface finishing. Future geographical expansion directed at new growth markets is planned.
Konstruktions-Bakelit AB
Key figures 2011 (2010)
Part of the BrA Invest Group since 2009 BrA Invest’s ownership is 71.25%
Net sales SEK 335 million (SEK 320 million) EBIT SEK 18.3 million (SEK 15.4 million) Number of employees 245 (233)
BRA INVEST – BETTER BUSINESS
Olofssons Hyvleri AB
From family-run planed timber mill to exporting logistics company Olofssons Hyvleri is a modern sawn and planed timber processing company located in Vrigstad, 30 km northeast of Värnamo, Sweden, central to the Småland cluster for wood and timber processing. The company was acquired by BrA Invest in summer 2008 and since then has developed from a small, family-run company focusing on Swedish customers into an industrial business whose activities are dominated by exports to customers within Europe. In recent years the timber and especially the sawmill industry have been tested by weak development in demand for timber and planed products in the wake of the first financial crisis in 2008-2009 and the debt crisis in 2011, as well as the ”Arab spring” in North Africa, which almost brought the market to a complete standstill. During the year Olofssons gained a new CEO and strategy as it became apparent that something had to be done to solve the company’s profitability problem. The new strategy adopted during the summer is based on the company as a logistics provider, rather than just a provider of
CEO Stefan Andersson
16 – ANNUAL REPORT 2011
planed timber. Customers demand short delivery times, complex deliveries with a mix of smaller packs in different dimensions, and that suppliers hold stock for them. Olofssons has met this requirement by investing in a completely new warehouse, building a finished items warehouse of standard products. This provides for effective production for stock, instead of customer-order based batch production with many expensive stages. Preparations have also been made for twoshift production, which will increase production efficiency through better and more extensive use of expensive fixed resources.
This change to the “new Olofssons” during the year has entailed major investments, generating a large operating loss for the company in 2011. We are nonetheless convinced that these were the right and necessary measures to take and have optimistic expectations of 2012!
Olofssons Hyvleri AB Key figures 2011 (2010)
Part of the BrA Invest Group since 2008 BrA Invest’s ownership is 100%
Net sales SEK 92 million (SEK 74 million) EBIT SEK -6.5 million (SEK -2.4 million) Number of employees 24 (18)
BRA INVEST – BETTER BUSINESS
Vikingland AB
Great potential in a style-conscious industry VikingLand AB is a ”House & Garden” wholesaler with a range for both decoration and utility purposes, located in Åstorp, approximately 20 kilometres northeast of Helsingborg along the E4. Customers are mainly home furnishing stores, garden centres, flower shops and furniture stores. Since the interior decorating sector is strongly linked to the prevailing trends and fashions, high demands are made of a range that matches consumer trends. This requires continuing renewal of the ranges offered. During the year VikingLand has presented an exciting range that was attractive to our customers, but there have been logistics problems. In 2011 BrA Invest acquired a VikingLand AB that faced liquidity and structural concerns. A new CEO was appointed and restructuring took place in order to reorganise the company. The work on the new processes is still ongoing.
CEO Hans Larsson
18 – ANNUAL REPORT 2011
Many developments during the year have created the right conditions for growth. As from the second half of 2012 Vikingland will occupy new premises. This means that the company will gain a modern new warehouse, a showroom permanently available to customers, and new office premises. Work is ongoing on streamlining stocks in order to serve customers in the best possible way. Recruitment of a number of persons for key positions, as well as staff training, are also ongoing. These measures will ensure that the resulting operating loss is turned into a profit during 2012, in accordance with the plan drawn up for the company.
A change of name process ran during 2011 and a decision has been taken to change VikingLand’s name to Living Story during 2012. Much has happened during the past year, and a lot more will take place in the coming years that will ensure Living Story the right conditions to become a leading player in our industry.
Vikingland AB
Key figures 2011 (2010) Part of the BrA Invest Group since 2011 BrA Invest’s ownership is 97.3%
Net sales SEK 22 million (SEK 20 million) EBIT SEK -4.9 million (SEK -0.6 million) Number of employees 13 (11)
BRA INVEST – BETTER BUSINESS
BrA Invest CKS AB Org.nummer: 556753-2501
Management’s Review
The 2011 calendar year was characterised by a high level of activity on the acquisition front (five acquisitions in total), a number of changes in the CEO positions in the various companies, major investments in several portfolio companies, and development in results that is generally not satisfactory. The acquisition of VikingLand in January 2011 is a step into a new product area. In time, our logistics expertise, combined with experience and synergies with Dogman, will contribute to building up a strong company in a fragmented industry that, as yet, does not have a single major player with a dominating market position. The VikingLand acquisition was followed by the acquisition of the more than 6,000 sq.m. Anekdoten property. As part of an ongoing conversion project (under the auspices of BAB), with an investment in the range of SEK 40 million, we will offer VikingLand, under the new name of Living Story, completely new opportunities to develop its activities. At the end of 2011 a new share issue in VikingLand (Living Story) for SEK 10 million was adopted, whereby BrA Invest increases its ownership interest to more than 97%. Dogman gained a new CEO in January 2011 and reviewed the organisation structure during the spring in order to set up and implement what we call the PC-DCSC model. The company only developed weakly in the first six months, but as the
20 – ANNUAL REPORT 2011
staff systematically adjusted to their roles the trend was reversed, with a strong second half-year. The integration of the acquired Jacson of Scandinavia AB was also completed successfully. During the year BrA Invest increased its ownership of AB Dogman to the present 95%. In the autumn, Jacson of Scandinavia relocated its activities from Vollsjö to Åstorp, Sweden, and in December it merged with AB Dogman. BAB began 2011 with a strong order book and expectations of a high level of construction activity in northwestern Scania during the year. During the summer, the company reached agreement with the owners of Siffes Bygg AB, a Torekov-based local construction company, focusing on construction services in the Bjärehalvön region, and with the owners of PARAT Bygg AB, a Malmö-based construction company that also focuses on the construction services sector, to acquire the respective companies in 2011. These companies’ operations were successively integrated with BAB during the autumn, and Siffes Bygg was legally merged with BAB in December.
Operations in the second half of 2011 faced some growing pains, so that the original costings of certain projects were overstepped. Project implementation also faced a number of other problems. During the autumn the level of activity in terms of enquiries weakened in northwest Scania, while there was relatively strong demand in the Malmö region. 3Hus completed the acquisition of the Anekdoten property during the summer, where currently (spring 2012) there is extensive ongoing renovation to enable VikingLand (Living Story) to move in as of 1 July 2012. The agreement with the former owners of VikingLand (Living Story) provides an option to acquire the property in central Åstorp that is the company’s current operating base. 3Hus intends to exercise this right and in the longer term to use this site. The existing portfolio of properties, with strong, long-term leaseholders, developed soundly during the year. The interest-rate climate improved towards the end of the year, while a new CEO of the company was recruited as of 1 February 2012, so that we expect to increase the rate of exploitation of the property activities.
BRA INVEST – BETTER BUSINESS
BrA Invest CKS AB
BAB B Byggtjänst yggtjä jänst AB 90%
PARAT Bygg B AB
Fasti tigh hetts AB AB 3Hus 3Hus 3H Fastighets 100%
Konstrukti ktions Bakelit k lit AB Konstruktions-Bakelit 71,25%
KB Components UAB
Olofssons suffered the toughest year ever in the sawmill and planed timber industry. A number of competitors either failed or were discontinued. The fundamental problem lies in the imbalance in world markets, where production capacity far exceeds demand for sawn and planed timber products, while Swedish forest owners benefit from continuing high timber prices. During the year (spring) Olofssons gained a new CEO and at the same time BrA Invest increased its shareholding in the company to the present 100%. The strategy to counter the crisis is and has been to take the offensive, invest in increased warehouse capacity(SEK 10 million invested in new warehousing during the autumn), and meet customers’ demand for increased flexibility (increased stock levels) and lower prices (requires long production series and fewer stages, as well as higher machine utilisation ratios). In combination this has led to an increase in the number of shifts (two shifts) that will restore the company’s profitability in 2012. Draken appointed a new CEO in the spring (the former CEO became CEO of KB) and BrA increased its shareholding in the company to the present 100%. During the year Draken completed an investment project for more than SEK 10 million, with an extension to increase stock capacity by more than 1,000 sq.m., and prepared the company for investment in a new printing unit. The development in profitability was disappointing, due partly to internal organisation problems, but also to less favourable development in materials prices. The problems have now been resolved and the company is well-prepared for 2012, when we expect far more favourable develop-
KB Systems AB
Drak ken i Reftele R ftelle AB Reft AB Draken 100%
Årevall ll Årevall Plast AB
Dogman Dogman AS
Dogman AB Dogman 95%
Dogman Dogman Aps
ment. Of all the BrA Invest companies, KB developed best during the year, although not as well as hoped at the beginning of the year. Customers in the automotive industry have continued to take reasonably high volumes that were sufficient to ensure organic growth of approximately 5%. During the spring a new CEO took office and continued the path set, with focus on LEAN and rationalisation of the production companies in Örkelljunga, Sweden, and Kaunas, Lithuania. At year-end 2011/2012, Årevall Plast AB in Värnamo, Sweden, was acquired as part of the company’s objective of further differentiation of the customer base outside the automotive industry, which after the acquisition accounts for no more than approximately two thirds of the volumes
Oloffssons Hyvleri Ol Hyvle l rii AB Olofssons 100%
Vikiinglland Vik d AB AB Vikingland 97,3%
Dogman Dogman Oy
delivered. 2012 has got off to a good start, and we expect a strong increase in revenue this year! Up to and including the end of 2011 (including the new issue in VikingLand (Living Story), BrA Invest holds 90% or more of the shares in all portfolio companies except KB This will entail potential Group contributions in the future, which will streamline the Group’s corporate tax burden. In view of the expected future revenue, the financial position at the end of 2011 is strong and stable. The Group’s total goodwill is limited, and we expect sound revenue and a strong cash flow for the Group in 2012.
ANNUAL REPORT 2011 – 21
BRA INVEST – BETTER BUSINESS
Management’s Review continued
Significant events during the financial year
Financial risk management
- Acquisition of Vikingland AB at the beginning of the year.
See Additional Information for a description of the company’s financial risk management and finance and exchange-rate policy.
- Acquisition of Siffes Bygg AB and subsequent merger With BAB Byggtjänst AB.
Environmental impacts
- Acquisition of Parat-Bygg AB by BAB Byggtjänst AB.
Some of the companies in the Group conduct activities that require permits or are subject to a notification obligation. The permit concerns printing activities for plastic products in which organic solvents are used. The organic solvents affect the external environment via emissions to air.
- Acquisition of the Anekdoten property in Åstorp. - Acquisition of Jacson of Scandinavia AB and merger with Dogman AB. - Acquisition of Årevall Plast AB by Konstruktions-Bakelit AB at the end of the year.
Proposed distribution of profit The following amounts are at the disposal of the Annual General Meeting (in SEK):
The Group’s results and financial position 2011
2010
2009
1 111 851
918 699
837 073
12 440
82 330
42 722
Total assets
637 692
459 287
451 419
Equity including minority interests
116 600
148 744
80 877
18,3%
32,4%
17,9%
1,1%
9,0%
5,1%
2,8
21,8
12,9
5,3%
85,6%
92,7%
Net sales Profit after financial items
Solvency including minority interests Profit margin Interest coverage ratio – multiples of Return on equity
1200
1000
100 %
800
80 %
600
60 %
400
40 %
200
20 %
2011
SEK million
2010 2009
100 0
0% Net sales
Profit after financial items
22 – ANNUAL REPORT 2011
Total assets
Equity including minority interests
Solvency including minority interests
Retained earnings Profit for the year Total
45 584 522 9 475 840 55 060 362
The Board of Directors proposes the following distribution of profit: To be carried forward
55 060 362
Total
55 060 362
Concerning the results and position of the company further reference is made to the Income Statements and Balance Sheets of both the Group and the Parent Company, with the Additional Information and Notes. All amounts are stated in SEK thousands.
BRA INVEST – BETTER BUSINESS
Income Statement for the Group SEK thousands
Note
2011
2010
2
1 111 851
918 699
Operating income: Net sales Change in inventories
1 237
4 075
Capitalised work for own account
5 135
41 500
0
28 058
0
23 858
Dissolution of negative goodwill Result of disposal of property via company Other operating income
3 192
3 397
1 121 415
1 019 587
Operating expenses: Raw materials and consumables
-464 127
-370 074
Merchandise
-270 917
-251 810
4,5
-122 311
-107 714
3
-220 030
-181 927
-24 567
-22 279
Other external expenses Personnel expenses Depreciation and amortisation of property, plant and equipment and intangible assets Other operating expenses
Operating profit
-707
-5
-1 102 659
-933 809
18 756
85 778
Profit from financial investments: Interest income Interest expenses Profit after financial items Tax on profit for the year
7
675
513
-6 991
-3 961
12 440
82 330
-2 856
-1 406
Minority interest in the profit for the year
-3 896
-6 161
PROFIT FOR THE YEAR
5 688
74 763
ANNUAL REPORT 2011 – 23
BRA INVEST – BETTER BUSINESS
Balance Sheet for the Group SEK thousands as of 31 December
Note
2011
2010
Non-current assets Intangible assets
8
Capitalised development expenses Trademarks Goodwill Property, plant and equipment
0
32
569
746
50 735
30 185
51 304
30 963
106 777
81 173
9
Land and buildings Costs incurred in property not owned
0
1 039
57 167
43 280
Equipment, tools and fixtures & fittings
27 089
24 385
Work in progress and prepayments for property, plant and equipment
21 186
8 605
212 219
158 482
25
10
Plant and machinery
Financial assets Other securities held as non-current assets Deferred tax assets
3 085
0
Other non-current receivables
1 651
1 745
4 761
1 755
268 284
191 200
43 139
29 816
Total non-current assets
Current assets Inventories, etc. Raw materials and consumables Work in progress
2 556
1 809
99 358
62 758
Ongoing work in progress
0
3 169
Prepayments to suppliers
1 935
0
146 988
97 552
174 351
138 984
Finished good and merchandise
Current receivables Trade receivables Tax assets
5 711
0
Other receivables
4 653
3 333
Income recognised, but not invoiced
11
10 148
816
Prepaid expenses and accrued income
12
11 815
6 345
206 678
149 478
15 742
21 057
Total current assets
369 408
268 087
TOTAL ASSETS
637 692
459 287
Cash and bank balances
24 – ANNUAL REPORT 2011
BRA INVEST – BETTER BUSINESS
Balance Sheet for the Group SEK thousands as of 31 December
Not
2011
2010
100
100
EQUITY AND LIABIITIES
Equity
13
Share capital Statutory reserve Unrestricted equity Profit for the year
6 738
8 729
82 533
35 902
5 688
74 763
Total equity
95 059
119 494
Minority interests
21 541
29 250
1 169
Provisions Deferred tax liabilities
14
0
Other provisions
15
4 768
2 177
4 768
3 346
Total provisions
Non-current liabilities Bank overdraft facility
16
83 294
28 194
Building credit facility
16
9 216
0
Invoice credit facility
16
21 469
20 000
Other debt to credit institutions
17
147 287
90 121
261 266
138 315
Total non-current liabilities
Current liabilities Debt to credit institutions Prepayments from customers Income invoiced, but not recognised
11
Trade payables Current tax liabilities
15 148
7 579
867
4 113
16 929
5 952
134 878
101 297
0
1 900
39 004
10 576
48 232
37 465
Total current liabilities
255 058
168 882
TOTAL EQUITY AND LIABILITIES
637 692
459 287
411 781
357 839
None
None
Other current liabilities Accrued expenses and prepaid income
12
MEMORANDUM ITEMS
Pledged assets
Contingent liabilities None None
18
ANNUAL REPORT 2011 – 25
BRA INVEST – BETTER BUSINESS
Cash Flow Statement for the Group SEK thousands
2011
2010
Operating activities Profit after financial items
12 440
82 330
Adjustments for non-cash items
24 812
-30 175
-4 999
-7 774
Cash flow from operating activities before changes in working capital
Income tax paid
32 253
44 381
Decrease/increase in inventories
-13 156
-11 098
Decrease/increase in operating receivables
-17 700
-26 719
Decrease/increase in operating liabilities
54 112
8 844
Cash flow from operating activities
55 509
15 408
-44 971
-6 500
2 575
2 000
0
-64
-64 750
18 750
Investing activities Acquisition of subsidiaries Disposal of subsidiaries Net investment in intangible assets Net investment in property, plant and equipment Change in non-current receivables Cash flow from investing activities
383
-130
-106 763
14 056
Financing activities Dividend
-30 000
-9 000
Net change in loans
84 733
-34 872
-8 671
-2 664
-123
-1 455
45 939
-47 991
-5 315
-18 527
Minority interest Translation difference in equity Cash flow from financing activities
CASH FLOW FOR THE YEAR
Cash and cash equivalents at beginning of year
21 057
39 584
Cash and cash equivalents at end of year
15 742
21 057
Unutilised overdraft facilities according to Note 16
15 609
28 718
Available cash and cash equivalents at end of year
31 351
49 775
26 – ANNUAL REPORT 2011
BRA INVEST – BETTER BUSINESS
Income Statement for the Parent Company SEK thousands
Note
2011
2010
2 000
1 000
Operating income: Net sales Operating expenses: Other external expenses
4
-1 963
-1 311
Personnel expenses
3
-1 686
-311
-8
0
1
-1 657
-622
6
10 990
53 790
604
120
Depreciation of property, plant and equipment Operating profit Profit from financial investments: Profit from investments in Group companies Interest income, the Group Other interest income Interest expenses, the Group Other interest expenses Profit after financial items Tax on the profit for the year PROFIT FOR THE YEAR
7
36
14
-285
-347
-33
0
9 655
52 955
-179
217
9 476
53 172
ANNUAL REPORT 2011 – 27
BRA INVEST – BETTER BUSINESS
Balance Sheet for the Parent Company SEK thousands as of 31 December
Note
2011
2010
9
29
0
29
0
37 920
ASSETS Non-current assets Property, plant and equipment Equipment, tools and fixtures & fittings
Financial assets Investments in Group companies
10
76 712
Deferred tax assets
14
425
437
77 137
38 357
77 166
38 357
Total non-current assets Current assets Current receivables
25 184
29 014
Current tax assets
Receivables from Group companies
10
0
Other receivables
14
0
10
0
25 218
29 014
0
9 305
25 218
38 319
102 384
76 676
Prepaid expenses and accrued income
Cash and bank balances Total current assets TOTAL ASSETS
28 – ANNUAL REPORT 2011
12
BRA INVEST – BETTER BUSINESS
Balance Sheet for the Parent Company SEK thousands as of 31 December
Note
2011
2010
EGET KAPITAL OCH SKULDER
Equity
13
Restricted equity Share capital 1,000 shares
100
100
Total restricted equity
100
100
45 585
22 879
Unrestricted equity Retained earnings Profit for the year
9 476
53 172
Total unrestricted equity
55 061
76 051
Total equity
55 161
76 151
Non-current liabilities Bank overdraft facility
16
Total non-current liabilities
4 837
0
4 837
0
484
255
Current liabilities Trade payables Liabilities to Group companies Current tax liabilities Other current liabilities Accrued expenses and prepaid income
12
Total current liabilities
TOTAL EQUITY AND LIABILITIES
20 601
0
0
22
21 055
130
246
118
42 386
525
102 384
76 676
MEMORANDUM ITEMS
Pledged assets
18
57 587
37 720
Contingent liabilities
18
215 760
149 644
ANNUAL REPORT 2011 – 29
BRA INVEST – BETTER BUSINESS
Cash Flow Statement for the Parent Company Ksek
2011
2010
Operating activities Profit after financial items
9 655
52 955
Adjustments for non-cash items
2 886
-25 428
0
0
Income tax paid Cash flow from operating activities before changes in working capital
12 541
27 527
3 796
-19 246
Decrease/increase in operating liabilities
41 861
-15 243
Cash flow from operating activities
58 198
-6 962
-44 878
-6 800
2 575
25 557
Decrease/increase in operating receivables
Investing activities Acquisition of subsidiaries Disposal of subsidiaries Net investment in property, plant and equipment Cash flow from investing activities
-37
0
-42 340
18 757
-30 000
-9 000
Financing activities Dividend Net change in loans Cash flow from financing activities
CASH FLOW FOR THE YEAR Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year
4 837
0
-25 163
-9 000
-9 305
2 795
9 305
6 510
0
9 305
Unutilised overdraft facilities according to Note
163
0
Available cash and cash equivalents at end of year
163
9 305
30 – ANNUAL REPORT 2011
BRA INVEST – BETTER BUSINESS
Additional Information Accounting policies
Recognition of properties
The accounting policies applied comply with the Swedish Annual Accounts Act and the general recommendations of the Swedish Accounting Standards Board. In the absence of general recommendations from the Accounting Standards Board, guidance has been obtained in the recommendations of the Swedish Financing Accounting Standards Council and, where appropriate, from the declarations of the Swedish Institute of Authorised Public Accountants (FAR SRS). In such case this is stated as a separate provision below.
Properties are stated at cost of acquisition less accumulated depreciation. The Group’s properties are recognised in the Balance Sheet as non-current assets.
Income Statement – Change in presentation form The company has changed the form of presentation of the Income Statement to the cost basis- The reason is that most of the companies in the Group apply this presentation form. In order to increase comparability the Income Statements for previous years have been adjusted.
Group financial statements General The Group’s financial statements include subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or otherwise has a controlling influence. Companies that are acquired or divested during the current year are recognised in the Group’s financial statements for the part of the year that the company was held by the Group. The Group’s financial statements are presented on the basis of the acquisition method. This entails that the assets and liabilities of acquired subsidiaries are recognised at market value according to a completed acquisition analysis. If the acquisition value of shares in subsidiaries exceeds the estimated market value of the company’s net assets according to the acquisition analysis, the difference is recognised as goodwill. Amortisation of goodwill is based on the calculated economic useful life. Translation of foreign subsidiaries The current exchange rate method is applied to the translation of the total assets of foreign subsidiaries. This entails that the assets and liabilities of foreign subsidiaries are recognised at the exchange rates on the balance sheet date. Items included in equity are recognised at the exchange rates prevailing on the respective acquisition dates. All items of the Income Statement are translated at the average exchange rates for the year. Translation differences are carried directly to Group equity. Minority interests
For conversions the part of the investment that can be classed as maintenance is carried as a cost.
Recognition of income tax Recognised income tax includes current tax, adjustments concerning current tax in previous years, and changes in deferred tax. All current tax payable/receivable is valued at nominal amounts and in accordance with the tax rules and tax rates adopted or that have been announced and are very likely to be determined. For items that are recognised in the Income Statement the related tax effects are also recognised in the Income Statement. Tax is recognised directly to equity if the tax is attributable to items that are recognised directly to equity. Deferred tax is calculated according to the balance sheet liability method on all significant temporary differences between recognised and taxable values of assets and liabilities. The temporary differences arise mainly via untaxed reserves. Deferred tax assets concerning loss carry-forwards or future tax deductions are recognised only to the extent that it is probable that the deductions can be settled against future taxable profit. No deferred tax is recognised on temporary differences in properties as these are expected to be divested in a way that does not release taxation. Due to the relation between recognition and taxation, the deferred tax liability on untaxed reserves is recognised in the parent company as part of the untaxed reserves.
Inventories Inventories are assessed at the lower of cost and realisable value. Deductions are made for obsolescence.
Receivables Receivables are stated at the amount that is estimated to be paid, based on an individual assessment.
Receivables and liabilities in foreign currencies
The minority share of the Group’s net profit is recognised in the Income Statement for the Group. The minority share of subsidiaries’ equity is recognised in a separate item of the Group’s Balance Sheet.
Receivables and liabilities denominated in foreign currencies are stated at the exchange rates on the balance sheet date. If hedging transactions are used, such as forward foreign exchange contracts, the forward exchange rate is used.
Income recognition
Provisions and liabilities
General
Liabilities are stated at acquisition cost subject to the customary reservations for accrued costs. Provisions are made for known or probable risks based on individual assessment.
Income is recognised to the extent that the economic benefits are likely to accrue to the company, and the income can be calculated on a reliable basis. Recognition of construction contracts and similar commissions The company reports performed contracts – at fixed price and current account – in accordance with the general principle of the Swedish Accounting Standards Board in BFNAR 2003:3. The principle is called successive profit settlement and entails that income and expenses are recognised in the Income Statement as a ratio of the degree of completion of the contract. The degree of completion is determined on the basis of the actual project costs as a ratio of the calculated project costs of the entire contract. Recognised income comprises the degree of completion as a ratio of the total income calculated for the entire contract.
Financial income and expenses Financial income and expenses consist of interest income on bank deposits, receivables and interest-bearing securities, interest expenses, distributed income, and realised profits and losses on financial investments. Interest income and interest expenses include accrued amounts.
A precondition for successive profit settlement is that the outcome can be calculated on a reliable basis. For commissions for which the outcome cannot be calculated reliably, income equivalent to the actual costs is recognised. Expected losses are carried as costs as soon as they are known. Construction contracts are recognised in the Balance Sheet project by project either as Recognised, but not invoiced income under current assets, or as Invoiced, but not recognised income under current liabilities. Projects with higher recognised income than invoiced are recognised as assets, while projects invoiced for more than recognised income are recognised as liabilities. ANNUAL REPORT 2011 – 31
BRA INVEST – BETTER BUSINESS
Intangible assets and property, plant and equipment
Definition of key figures
Intangible assets and property, plant and equipment are recognised at cost less accumulated depreciation or amortisation and any impairment. Cost includes the acquisition price and the costs that are directly attributable to the asset for its installation and preparation for use in accordance with the purpose of its acquisition.
Profit margin
The gain or loss on the divestment or disposal of an asset is the difference between the sales price and the recognised value of the asset, after deduction of direct sales costs. The incurred gain or loss is recognised as operating profit. Depreciation and amortisation are based on original cost reduced by the calculated residual value equivalent to zero. Depreciation takes place on a straight-line basis over the assessed useful life of the asset: Capitalised development expenses
3 years
Trademarks
5 years
Goodwill
5 -20 years
Buildings
33 - 100 years
Site improvements
20 years
Plant and machinery
5 -10 years
Equipment, tools and fixtures & fittings
4 -10 years
The term of amortisation of Group goodwill concerning acquired companies is 5-20 years as these acquisitions are assessed to represent long-term strategic value.
Financial risk management Interest rate risk Existing interest-bearing debt carries variable interest rates. Currency risk The activities are in principle exposed to certain transaction risks. The company does not normally use forward contracts or similar financial instruments. Credit risk The activities concern a large number of customers subject to varying credit terms. The company suffers very few customer losses, among other things due to credit controls and credit limits. The credit risk is assessed to be limited. Liquidity risk In recent years the company has reported large positive cash flows from the company’s activities. Completed investments have been financed with loans and own funds. Continuing sound profitability means that the liquidity risk is deemed to be low.
32 – ANNUAL REPORT 2011
Profit after financial items as a percentage of net sales. Interest coverage ratio Profit after financial items increased by interest expenses via interest expenses. Return on equity Net profit as a percentage of equity. Solvency including minority interests Group equity + minority interests as a percentage of total assets.
BRA INVEST – BETTER BUSINESS
Notes Note 1 Purchase and sale between Group companies The Parent Company’s sales are overall internal within the Group. The Parent Company’s purchases from companies in the Group are SEK 278 thousand (SEK 46 thousand)
Note 2 Net sales per business area The Group
Building activities Production of plastic products Trading of pet articles
2011
2010
209 694
88 938
94 461
96 714
353 626
333 935
Trading of decoration products
22 095
0
Planed timber mill
92 369
74 175
Property management Manufacture of plastic components Total
4 207
4 748
335 399
320 189
1 111 851
918 699
Note 3 Personnel 2011 Average number of employees
2010
Number
of whom women
Number
2
0%
1
0%
Subsidiaries
515
33%
432
34%
Group, total
517
33%
433
34%
Parent Company
of whom women
Gender distribution of the company management Parent Company Board of Directors
4
0%
4
0%
CEO and other company management
1
0%
1
0%
22
14%
17
6%
9
11%
8
12%
Board of Directors and CEO
Other employees
Board of Directors and CEO
Other employees
The Group Board of Directors CEO and other company management Salaries and other remuneration Parent Company
461
548
65
51
Subsidiaries
7 674
151 694
6 266
126 310
The Group, total
8 135
152 242
6 331
126 361
Invoiced directors’ fees are Pension costs Parent Company
460 Board of Directors and CEO
610 Other employees
Board of Directors and CEO
Other employees
89
71
89
0
Subsidiaries
1 283
8 262
1 233
8 366
Group, total
1 372
8 333
1 322
8 366
Other social security expenses
All
All
382
58
Subsidiaries
48 769
40 139
The Group, total
49 151
40 197
Parent Company
There are no outstanding pension obligations to the management of the Parent Company or the Group. ANNUAL REPORT 2011 – 33
BRA INVEST – BETTER BUSINESS
Note 4 Audit fees 2011
2010
Audit services
Other services
Audit services
Other services
150
114
150
275
Mazars SET Revisionsbyrå AB
921
192
709
245
Other auditors
362
77
296
33
1 433
383
1 155
553
Parent Company Mazars SET Revisionsbyrå AB Subsidiaries
The Group, total Audit services are the auditors’ statutory audit
Note 5 Leasing fees Group
Leasing fees total
2011
2010
9 729
9 754
Note 6 Profit from financial investments: Parent Company Profit from investments in Group companies
2011
2010 28 362
Anticipated dividend
11 875
Group contributions
1 993
0
Profit on divestment
1 335
25 428
Impairment
-4 213
0
10 990
53 790
Total
Note 7 Tax on profit for the year Group
Tax effect Group contributions Current tax, tax for the year Current tax, tax in previous years Deferred tax Total
34 – ANNUAL REPORT 2011
Parent Company
2011
2010
2011
2010
0
0
-167
0
-5 139
-7 757
0
0
140
-17
0
0
2 143
6 368
-12
217
-2 856
-1 406
-179
217
BRA INVEST – BETTER BUSINESS
Note 8 Intangible assets Group 2011
2010
486
486
Capitalised costs Opening balance Closing acquisition cost
486
486
Opening amortisation
-454
-423
Amortisation for the year Closing amortisation Book value
-32
-31
-486
-454
0
32
5 231
4 466
Trademarks Opening balance Purchase
0
765
Closing balance
5 231
5 231
Opening amortisation
-4 485
-4 377
Amortisation for the year
-177
-108
-4 662
-4 485
569
746
Opening balance
40 901
36 544
Purchase
24 670
5 226
Closing amortisation Book value
Goodwill
Translation difference
-14
-869
Closing balance
65 557
40 901
Opening amortisation
-10 716
-7 742
-4 119
-3 142
Translation difference
13
168
Closing amortisation
-14 822
-10 716
Book value
50 735
30 185
Amortisation for the year
ANNUAL REPORT 2011 – 35
BRA INVEST – BETTER BUSINESS
Note 9 Property, plant and equipment Group 2011
2010
93 195
63 991
Land and buildings Opening balance Acquisition of subsidiaries Purchase Sale Closing balance Opening depreciation Acquisition of subsidiaries Sale Depreciation for the year Closing depreciation Book value
35
0
27 273
91 368
-35
-62 164
120 468
93 195
-12 022
-11 803
-34
0
34
1 628
-1 669
-1 847
-13 691
-12 022
106 777
81 173
4 126
4 749
Costs incurred in property not owned Opening balance Purchase Translation difference Reclassification
0
22
-30
-619
0
-26
Closing balance
4 096
4 126
Opening balance
-3 087
-2 226
Depreciation for the year
-1 041
-1 243
32
359
Translation difference Reclassification Closing depreciation Book value
0
23
-4 096
-3 087
0
1 039
152 944
147 135
Plant and machinery Opening balance Acquisition of subsidiaries
64 165
0
Purchase
14 986
6 085
-8 407
-276
Sale/disposal Closing acquisition cost
223 688
152 944
Opening depreciation
-109 664
-101 804
-56 612
0
Acquisition of subsidiaries Sale/disposal Depreciation for the year Closing depreciation Book value
36 – ANNUAL REPORT 2011
8 407
150
-8 652
-8 010
-166 521
-109 664
57 167
43 280
BRA INVEST – BETTER BUSINESS
Note 9 Property, plant and equipment, continued Group
Parent Company
2011
2010
2011
2010
Equipment, tools and fixtures & fittings 133 234
131 649
0
0
Acquisition of subsidiaries
Opening balance
10 856
0
0
0
Purchase
10 230
13 309
37
0
-1 805
-10 550
0
0
-71
-1 221
0
0
0
47
0
0 0
Sale/disposal Translation difference Reclassification Closing balance
152 444
133 234
37
Opening balance
-108 813
-111 456
0
0
Acquisition of subsidiaries
-9 021
0
0
0
Sale/disposal
1 346
9 948
0
0
Depreciation for the year
-8 874
-7 897
-8
0
43
639
0
0
Translation difference Reclassification Closing depreciation Opening impairment Translation difference Closing impairment Book value
0
-47
0
0
-125 319
-108 813
-8
0
-36
-38
0
0
0
2
0
0
-36
-36
0
0
27 089
24 385
29
0
Note 10 Investments in Group companies Parent Company 2011
2010
Opening balance
37 920
31 250
Acquisition
22 032
6 700
Shareholders’ contributions
12 213
0
New issue
10 000
0
-1 240
-30
80 925
37 920
Disposal Closing balance Impairment for the year
-4 213
0
Closing impairment
-4 213
0
76 712
37 920
Book value Information concerning subsidiaries Company Name and Domicile
Reg. no.
Capital/Votes
Number of Shares
Book Value
1 143
Direct ownership BAB Byggtjänst AB, Åstorp
556608-9669
90%
1 350
Fastighets AB 3Hus, Åstorp
556739-8010
100%
1 000
100
Draken i Reftele AB, Gislaved
556476-2093
100%
4 000
9 834 24 750
Dogman AB, Åstorp
556493-9519
95%
28 500
Olofssons Hyvleri AB, Vrigstad
556386-4668
100%
10 000
5 875
Konstruktions-Bakelit AB, Örkelljunga
556081-6653
71%
399 000
15 885
Vikingland AB, Åstorp
556304-6803
97%
10 700
10 875
Fastighets AB Västra vägen, Åstorp
556825-8650
100%
500
2 050
Fastighets AB Vårdsippan, Åstorp
556825-8635
100%
500
4 050
Gajadfastigheten i Åstorp AB, Åstorp
556826-1944
100%
500
50
Mässhallen i Åstorp AB, Åstorp
556838-8622
100%
500
50
Fastighets AB Bjuvstorp 6:42, Åstorp
556825-9070
100%
500
Total
2 050 76 712
The Parent Company’s book value of shares in subsidiaries has in certain cases been redistributed as a consequence of the transfer of activities between subsidiaries. ANNUAL REPORT 2011 – 37
BRA INVEST – BETTER BUSINESS
Note 10 Investments in Group companies, continued Information concerning subsidiaries Company Name and Domicile
Reg. no.
Capital/Votes
Number of Shares
986 467 025
95%
100
29 41 44 91
95%
125 000
2366900-6
95%
100
KB System AB, Örkelljunga
556306-9581
71%
1 000
KB Components UAB, Kaunas, Litauen
300 066 964
71%
10
Indirect Ownership Dogman AS, Hagan, Norge Dogman Aps, Bröndby, Danmark Dogman OY, Åbo, Finland
Årevall Plast AB
556498-0885
71%
5 000
Parat-Bygg AB
556323-5406
90%
3 000
Note 11 Non-concluded construction work Group 2011
2010
Income recognised, but not invoiced Recognised income for construction work in progress
100 957
13 500
Invoiced for construction work in progress
-90 809
-12 684
Total
10 148
816
-59 784
-34 664
Invoiced for construction work in progress
76 713
40 616
Total
16 929
5 952
-6 781
-5 136
Income invoiced, but not recognised Recognised income for construction work in progress
Net construction work in progress
Note 12 Accrued items Group 2011
Parent Company 2010
2011
2010
0
Prepaid expenses and accrued income Prepaid expenses
9 364
3 499
10
Accrued income
2 451
2 846
0
0
11 815
6 345
10
0
Accrued personnel expenses
39 727
30 213
146
18
Accrued bonus to customers
1 840
2 199
0
0
Other accrued expenses
5 627
4 030
100
100
Total
Accrued expenses and prepaid income
Prepaid income Total
38 – ANNUAL REPORT 2011
1 038
1 023
0
0
48 232
37 465
246
118
BRA INVEST – BETTER BUSINESS
Note 13 Equity Group
Share Capital
Opening balance
Restricted Equity
Unrestricted Equity
8 729
110 665
100
Dividend to shareholders
-30 000
Translation difference Adjustments between restricted and unrestricted equity
-2
-121
-1 989
1 989
6 738
88 221
Profit for the year
5 688
Closing balance
Parent Company
100
Share Capital
Opening balance
Unrestricted Equity
100
76 051
Dividend
-30 000
Group contributions
-633
Tax effect of Group contributions
167
Profit for the year
9 476
Closing balance
100
55 061
Note 14 Deferred tax assets/liabilities The temporary differences have resulted in deferred tax assets and liabilities concerning the following:
Group
Parent Company
2011
2010
-5 836
-7 191
0
0
Fixed assets
-381
57
0
0
Other assets
1 787
370
0
0
617
577
0
0
6 898
5 018
425
437
392
392
220
220
3 085
-1 169
425
437
Untaxed reserves
Provisions Loss Of which blocked for taxation Total
2011
2010
Note 15 Other provisions Group
Pensions
2011
2010
2 118
2 177
Other
2 650
0
Total
4 768
2 177
Note 16 Credit limits Group
Parent Company
2011
2010
2011
2010
Limit granted
98 903
56 912
5 000
0
Unutilised credit facility
15 609
28 718
163
0
27 000
0
0
0
23 460
20 000
0
0
Overdraft facility
Building credit facility Limit granted Invoice credit facility Limit granted
ANNUAL REPORT 2011 – 39
BRA INVEST – BETTER BUSINESS
Note 17 Non-current liabilities Group
Loans falling due within 2-5 years Loans falling due after 5 years
2011
2010
46 520
75 084
100 767
15 037
Note 18 Memorandum items Group
Parent Company
2011
2010
2011
2010
Business mortgages
114 000
91 000
0
0
Property mortgages
137 250
102 650
0
0
Shares in subsidiaries
109 597
109 423
57 587
37 720
Mortgaged trade receivables
38 925
41 736
0
0
Other pledged assets
10 455
11 476
0
0
Pledged assets
Capital insurance Total pledges
1 554
1 554
0
0
411 781
357 839
57 587
37 720
Contingent liabilities Guarantees for subsidiaries
0
0
215 760
149 644
Total contingent liabilities
0
0
215 760
149 644
Åstorp 2012-03-29
Stefan Andersson
Lennart Gustavsson
CEO
Chairman
Ulf Jonsson
Jan Litborn
My audit report was submitted on 2012-03-29
Bo Matson Authorised Public Accountant
40 – ANNUAL REPORT 2011
Audit Report To the Annual General Meeting of BrA Invest CKS AB Company reg. no. 556753-2501 Report on the Annual Report and the Consolidated Annual Report I have audited the Annual Report and Consolidated Annual Report of BrA Invest CKS AB for the year 2011. The company’s Annual Report and Consolidated Annual Report are presented on pages 20-40 of the printed edition of this document. The responsibility of the Board of Directors and CEO for the Annual Report and Consolidated Annual Report The Board of Directors and the Managing Director are responsible for the presentation of an Annual Report that presents a true and fair view in accordance with the Swedish Annual Accounts Act, as well as a Consolidated Annual Report that presents a true and fair view in accordance with the Swedish Annual Accounts Act, and for the internal controls deemed necessary by the Board of Directors and the Managing Director in order to present an Annual Report and Consolidated Annual Report that are free of material misstatement, whether due to inaccuracies or errors. Responsibility of the auditor It is my responsibility to state an opinion concerning the Annual Report and the Consolidated Annual Report on the basis of my audit. I conducted my audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. These standards require that I comply with ethical business requirements and plan and perform the audit to obtain reasonable assurance that the Annual Report and the Consolidated Annual Report are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and other disclosures in the Annual Report and the Consolidated Annual Report. The auditor selects which measures to perform, among other things by assessing the risks of material misstatement in the Annual Report and the Consolidated Annual Report, whether due to inaccuracies or errors. In this risk assessment, the auditor considers the elements of the internal control that are relevant to how the company presents the Annual Report and the Consolidated Annual Report in order to present a true and fair view, for the purpose of performing the assessments that are appropriate in the circumstances, but not to state an opinion on the effectiveness of the company’s internal control. An audit also includes an assessment of the appropriateness of the accounting policies applied and their application by the Board of Directors and the Managing Director on preparing the Annual Report, as well as evaluating the overall presentation of the Annual Report and the Consolidated Annual Report. I consider the audit evidence I have obtained to be sufficient and appropriate as the basis for my opinion.
I therefore recommend the Income Statements and Balance Sheets of the Parent Company and the Group for adoption by the Annual General Meeting. Report on other statutory requirements and other provisions In addition to my audit of the Annual Report and the Consolidated Annual Report I have also audited the proposal for allocation of the company’s profit or loss, as well as the management of BrA Invest CKS AB for the year 2011 by the Board of Directors and CEO. The responsibility of the Board of Directors and the CEO The Board of Directors is responsible for the proposal for allocation of the company’s profit or loss, and the Board of Directors and CEO are responsible for the management of the company in accordance with the Swedish Companies Act. Responsibility of the auditor On the basis of my audit, it is my responsibility to state an opinion with reasonable certainty concerning the proposal for allocation of the company’s profit or loss and on the management of the company. I conducted my audit in accordance with generally accepted auditing standards in Sweden. As the basis for my opinion on the Board of Directors’ proposal for allocation of the company’s profit or loss I have examined whether the proposal is in accordance with the Swedish Companies Act. As the basis for my opinion concerning discharge of responsibility, in addition to my audit of the Annual Report and the Consolidated Annual Report I have examined significant decisions, measures and circumstances of the company in order to assess whether any member of the Board of Directors or the CEO has any indemnification liability to the company. I have also examined whether any member of the Board of Directors or the CEO has otherwise infringed the Swedish Companies Act, Annual Accounts Act, or the company’s Articles of Association. I consider the audit evidence I have obtained to be sufficient and appropriate as the basis for my opinion. Opinion I recommend that the Annual General Meeting adopts the distribution of the profit in accordance with the proposal in the Management’s Review and grants the members of the Board of Directors and the CEO discharge of their responsibility for the financial year. Helsingborg 2012-03-29
Opinion I believe that the Annual Report and the Consolidated Annual Report are presented in accordance with the Annual Accounts Act and in all material respects present a true and fair view of the financial position of the Parent Company and the Group as of 31 December 2011 and of their financial results and cash flows for the year in accordance with the Annual Accounts Act. The Management’s Review is in harmony with the other elements of the Annual Report and the Consolidated Annual Report.
Bo Matson Authorised Public Accountant
ANNUAL REPORT 2011 – 41
BRA INVEST – BETTER BUSINESS
Board of Directors and auditors Lennart Gustavsson, born 1945
Johan Zaunders, born 1976
Chairman since 2010
Company Secretary to the Board of Directors, Secretary to the BrA Invest Board of Directors since 2010
Education and professional experience: Pol. mag. (MA (Politics)) CFO and member of the Group Executive Board of Gunnebo AB, 1993 - 2007 CFO, Componenta AB, 1984 - 1992. Other financial management positions in Boliden AB and AB Bofors, 1970 – 1983 Current Board positions: Chairman of the Board of Reven AB, member of the Board of Nya Arvika Gjuteri AB.
Education and professional experience: MSc (Econ), CFO of BrA Invest since, 2010, CFO of the Cibes Lift Group, 2007-2010 Different positions in Sandvik Treasury, 2000-2007 Current Board positions: Member of the Boards of Directors of all subsidiaries of BrA Invest.
Ulf Jonsson, born 1949 Member of the Board of Directors since 2010
Auditor
Education and professional experience: Higher Personnel Administrative Degree, University of Stockholm. Personnel Director, Gunnebo AB 2001-2006, AGA AB 1995-2000, Marabou AB 1990-1995, SAAB Personbilar 1986-1990, SAAB-SCANIA Enertech 1982-1986.
Bo Matson, born 1952 Authorised Public Accountant, Mazars SET Revisionsbyrå AB Other audit responsibilities: Among others Marco Group, Stenbocken, Ulf Malmgren Gruppen, Godbiten
Jan Litborn, born 1951 Member of the Board of Directors since 2010
Alternate auditor
Education and professional experience: Stockholm School of Economics, 1977-1980 LLM, University of Stockholm 1981 Attorney, Partner and Chairman of the Glimstedt law firm.
Rose-Marie Östberg, born 1963
Current Board positions: Holds a number of Board and advisory positions in listed and unlisted companies in Sweden and abroad.
Stefan Andersson, born 1964 Member of the Board of Directors and CEO since 2008 Education and professional experience: MSc (Eng), Mechanical Engineering, Master of Business Administration, CEO and President of BrA Invest since 2008, CEO of Gunnebo Troax AB and member of Gunnebo’s Executive Management Board, 2002-2008, Division Manager, Atlas Copco Secoroc, 2000-2002, Division Manager, Trelleborg Protective Products, 1996-2000, other management positions in ABB Stal, 1988-1996 in such locations as Finspång, North Brunswick, NJ, USA and Nurnberg, Germany. Current Board positions: Chairman of the Boards of all subsidiaries of BrA Invest.
42 – ANNUAL REPORT 2011
Authorised Public Accountant, Mazars SET Revisionsbyrå AB Other audit responsibilities: Among others Öresundskraft, Helsingborgshem, HSB Nordvästra Skåne, Mäster Grön
BRA INVEST – BETTER BUSINESS
ANNUAL REPORT 2011 – 43
T H O R N R E K L A M BY R Å 2 0 1 2
BrA Invest - Box 163 – SE-265 22 Åstorp - Tfn (+46) (0)42-509 60 - Fax (+46)(0)42-599 20 – Company reg. no.: 556753-2501 - www.brainvest.se