Annual Report 2006
Annual General Meeting The Annual General Meeting will be held on Tuesday 24 April 2007 at 4 p.m. at Sommen Forum, Hamnparken 2, Tranås, Sweden.
• Share split, through which each existing
Shareholders wishing to attend the Annual
share split combined with an automatic
General Meeting must:
redemption procedure. Through this proce-
share, of Class A and Class B shares, is
• be entered in the share register held by
dure, shareholders will receive three new
divided into four shares, one of which
the Swedish Securities Register Centre
shares and a redemption share which will be
will be designated redemption share.
(VPC AB) by Wednesday 18 April 2007.
redeemed for SEK 20. The proposal means
• notify the company no later than Friday
• Reduction of the share capital for
that about SEK 154 million will be paid to
repayment to the shareholders through
20 April 07 before 1 p.m.: OEM Interna-
the shareholders in addition to the proposed
reduction of 7,723,103 redemption
tional AB Box 1011, 573 28 TRANÅS,
cash dividend.
shares, entailing 1,589,032 Class A shares and 6,134,071 Class B shares.
Tel. +46 (0)75 24 24 000 or info@int.oem.se
• Increase of the share capital by SEK
Shareholders who have registered their
In brief, the proposal means that
shares in the name of an authorised agent
• The company carries out a 4:1 share split.
9,653,878 and 75 öre through a bonus
must temporarily register the shares in
• Every fourth share, the redemption share,
issue, whereby the company’s non-
their own name with VPC by no later than Friday 18 April 2007, in order to participate at the Annual General Meeting.
will be automatically redeemed for SEK 20.
restricted equity is to be used.
• The proposed record day for the share split is 18 May 2007. • Shareholders interested in selling their
BUSINESS The agenda and business of the Annual
DIVIDEND
redemption shares before the redemption
General Meeting will be notified through
The Board of Directors propose that the
takes place will be able to do so during
advertisements in the daily press and will
Annual General Meeting issue a dividend of
the period 21 May-7 June 2007 when
also be available on OEM’s website
SEK 8.50 per share for 2006 and stipulate
trading in the redemption shares is
(www.oem.se). The agenda can also be
Friday 27 April 2007 as record date. If the
scheduled to take place on the
obtained from the company when
Stockholm Stock Exchange.
registering to attend the meeting.
Annual General Meeting adopts the proposal, it is expected that dividends will be distributed on Thursday 3 May 2007 to those entered
• Payment of the redemption amount is expected to be carried out on 15 June 2007.
FUTURE REPORTS Interim report, Jan-March 24 April 2007
in the share register on the date of issue. The redemption procedure is pursuant to
Half-yearly report, Jan-June 26 July 2007
4:1 SHARE SPLIT COMBINED WITH
resolutions by the Annual General Meeting in
Interim report, Jan-Sept 26 October 2007
AN AUTOMATIC REDEMPTION
April 2007 on, in principle, the following items.
Financial statement, 2007
PROCEDURE
• Amendment of the Articles of Association
Annual report 2007
Feb 2008
March/April 2008
To facilitate trading of the company shares
so that limitations on the number of shares
and alter the company’s capital structure,
is increased from 5,000,000-20,000,000
The latest information about the company
OEM’s Board of Directors proposes a 4:1
to 10,000,000-40,000,000.
is available on our website (www.oem.se).
Contents
Share trends
Annual General Meeting — Future reports This is OEM International
3-4
History
3-4
2006 in brief
OEM has been listed on the Stockholm Stock Exchange since 1983. More information about OEM is available on our website: www.oem.se
2
5
Comments from the CEO
6-7
Vision
8
Business concept
9
Financial objectives
Read more about OEM shares on pages 76-79
10
Growth strategy
11
Employees
12-13
Quality, the environment and ethics
14-15
Board of Directors
16-17
Senior Management
18-19
Group structure
20-21
■
OEM Automatic
22-23
■
OEM Electronics
24-25
■
Cyncrona
26-27
■
Development
28-29
This is OEM International OEM International is a leading player in industrial
Acquisitions and expansion
30-31
Central warehouse in Tranås
32-33
Close partnerships key to
34-35
FOUR COMPANY GROUPS. The Group is organised into four company groups. Three groups are organised according to their distinct brand
trading in northern Europe. The Group is comprised of 23 operating units in ten countries.
successful launches
Financial reporting
37
Five-year Group summary
38
Key indicators for the last five years
39
Directors’ report
SUPPLIERS
CUSTOMERS
40-41
Financial reports — the Group
In brief, the business concept is to sell components and systems from leading
Income statement Balance sheets
42
manufacturers to industrial companies in northern Europe. Customers are
43-44
Changes in shareholders’ equity
45
offered extensive product and application knowledge and a broad spectrum
Cash flow statement
46
of components and systems.
Financial reports — Parent company Income statement Balance sheets
concepts and one company group, Development, is a collection of other business activities.
47
50
Cash flow statement
51
OEM Automatic
OEM Electronics
Cyncrona
Development
own subsidiaries and thereby assumes responsibility for marketing and sales
Components for industrial automation.
Appliance and circuit board components and EMC/microwave components.
Production systems and components for electronics production
Bearings and bearing solutions, motors and transmissions, seals and pumps
Read more on pages 22-23
Read more on pages 24-25
Read more on pages 26-27
Read more on pages 28-29
activities for traded products.
48-49
Changes in shareholders’ equity
In simple terms, OEM operates as an alternative to the manufacturers’
Notes with accounting principles and financial statements
52-73
Proposed allocation of profits
74
Auditors’ report
75
OEM shares
76-77
Shareholder structure
77
Key indicators for OEM’s shares
78
Ownership data
79
Share capital trend
79
Addresses
80-81
Definitions
82
History
1974
1981
1983
The agency company OEM Automatic AB is founded by the Franzén and Svenberg families.
The first overseas subsidiary is established in Finland.
The company is Industri AB introduced on Reflex the Stock is acquired. Exchange’s OTC list. Sales amount to about SEK 30 million.
1986
1988
1989
Sales exceed The first SEK 100 million subsidiary for the first time. outside Scandinavia is set up in the UK.
1991
1993
1996
1997
1998
1999
OEM International AB is formed and becomes the Group’s parent company. The electronics product area breaks away from OEM Automatic to form a separate company, OEM Component.
The A. Karlson Group is acquired.
New Group structure. The companies are divided into two subgroups: OEM Industrial Components AB and OEM Systemteknik AB.
OEM InternaThree corporate Four corporate tional AB and acquisitions are acquisitions are Cyncrona AB, completed. completed. also listed on the OTC list, merge. Cyncrona becomes a third subgroup.
2000 Jörgen Zahlin is appointed new MD.
2002
OEM suffers significant decline in sales due Acquisition of to downturn the group JMS in telecomSystemhydraulik. munications.
2003
2004
The Group stabilises at sales 30% lower than 2001.
OEM celebrates Acquisition of 30th anniversary. Telfa AB.
Industri AB Reflex is sold.
Continued restructuring and streamlining increase profit by 55%.
2005
2006 The Group establishes itself in the Czech Republic through the acquisition of EIG. Divestment of company group JMS Systemhydraulik.
The Group in figures
2006
2005
Net sales
SEK m
1448
1366
Profit after net financial items*
SEK m
127.5
112.6
Profit divested business unit
SEK m
90.8
81.6
Profit for the year
SEK m
181.6
88.8
Earnings per share:
SEK
23.52
11.49
Cash flow per share:
SEK
14.68
9.79
Shareholders’ equity per share:
SEK
82.96
61.88
Proposed dividend per share
SEK
8.50
7.00
Earning capacity of shareholders’ equity:
%
32.5
19.7
Equity/assets ratio:
%
67.2
62.5
SEK
189.00
163.50
SEK m
1460
1238
No.
531
494
Quoted price at year-end Market capitalisation at year-end Average no. of employees*
*) Remaining business units
2006 in brief
OEM’s continued streamlining and restructuring measures have resulted in:
• Net profit escalated 105% to SEK 182 million (89). • Sales for the remaining business units amounted to SEK 1.448 million (1.366). • The acquisition of EIF spol.s.r.o. in the Czech Republic, a company active in the automation component section with reported sales of about SEK 29 million. • Divestment of JMS Systemhydraulik. at a purchase price of SEK 120 million.
• OEM Automatic’s sales climbed 15% to SEK 698 million (605) and profit 22% to SEK 91.0 million (74.7). • OEM Electronics’ sales rose 1% to SEK 307 million (305) with a profit of SEK 18.8 million (24.7). • Cyncrona’s sales totalled SEK 245 million (284) and profit SEK 14.2 million (18.5). • Development’s sales climbed 31% to SEK 213 million (162) and profit 55% to SEK 13.0 million (8.4). • JMS Systemhydraulik’s sales reached SEK 139 million (157)* and profit SEK 15 million (11.1)*. The business unit was divested as per 30 November 2006.
*) The figures for 2006 are for 11 months.
2006 IN BRIEF ❚ OEM ANNUAL REPORT 2006
5
Comments from the CEO 2006 was a record-breaking year for OEM. Profit reached an all-time Group high of SEK 182 million. The company’s sales have risen over the past two years and profit has improved for the fifth consecutive year. Profit from divested business units amounted to SEK 90.8 million.
HIGHER PROFITS FOR OEM AUTO-
OEM Electronic’s profit dropped 24%. The
DIVESTMENT OF
MATIC, JMS SYSTEMHYDRAULIK
decline is attributed to the conclusion of a major
JMS SYSTEMHYDRAULIK
AND DEVELOPMENT
deal and that we phased-out a supplier after they
All shares in the company group JMS System-
OEM Automatic reports yet another record-
altered their market strategy. Implemented
hydraulik were sold to Specma Hydraulic AB,
breaking year. Reported sales rose by 15%
market investments have generated good
part of Investment AB Latour in the autumn 2006.
and profit by 22%. Our coordinated logistics
growth in certain areas, putting total sales on
JMS Systemhydraulik was divested because it is
means that we now deliver to customers in
par with last year.
a relatively small player on a large market. The
Norway and Denmark from the Swedish ware-
group was acquired in 2000 at a purchase price
house, resulting in greater efficiency and better
Cyncrona’s sales dropped 14% causing profits
customer service. Demand in general is high,
to drop 24%. Parts of sales have been transferred
which means that we have sound growth and
to commission transactions.
profitability on all markets.
6
of SEK 30 million and sold for SEK 120 million.
EXPANDING OUR CONCEPT Our brand concept/company groups are more
ACQUISITION IN
competitive and stable. Interaction between the
JMS Systemhydraulik continued to develop
THE CZECH REPUBLIC
companies means greater employee mobility
well during the year. Implemented streamlining
EIG Spol. s.r.o., a company based in the Czech
between different countries. Collaboration and
measures improved profits by 35% despite no
Republic, was acquired in April. The company
transcending cultural differences are essential
change in sales compared with last year.
trades in automation components and has reported
to future growth. The circumstances for
sales of SEK 29 million. EIG represents several
continued geographic expansion increase as
Development also made positive progress.
of the most important suppliers that OEM
our concept grows stronger.
A sound demand, implemented streamlining
represents, facilitating considerable synergy
measures and acquisitions resulted in a 31%
effects on new markets. The acquisition lays
CONTINUED FOCUS ON ACQUISITIONS
increase in sales and a 55% increase in profit
the foundation for expansion in both the Czech
Only one company was acquired in 2006, which
for the group.
Republic and Slovakia.
was below our target. The reason is that we
OEM ANNUAL REPORT 2006 ❚ COMMENTS FROM THE CEO
allocated a larger than planned portion of our
THANK YOU FOR A SUCCESSFUL YEAR
management resources to developing our
I want to take the opportunity to extend a
existing business units and many of the evaluated
profound thank-you to all employees for their
acquisitions were found to have insufficient
excellent efforts throughout the year. OEM’s
potential or were incompatible with our business
achievements are backed by employees who
“A profound thank-you to all employees for their excellent efforts throughout the year. OEM’s achievements are backed by employees who have created competitive business units through their dedication and conscientiousness.” activities. Acquisitions remain a prominent
have created competitive business units through
aspect of our expansion strategy and
their dedication and conscientiousness.
acquisition activities will increase this year.
Our constant efforts to strive for efficiency and create value for our customers are why we
BETTER EQUIPPED FOR THE FUTURE
never stop developing. I therefore have every
A strong balance sheet, a strong leadership culture
confidence in the future.
and a well established reporting structure means that we are fully prepared for continued expansion. Broader customer and supplier bases compared with the start of 2000 will cut our risks in the face of future downturns. The introduction of several industrial trading companies on the Stockholm Stock Exchange makes us part of a new segment on the stock market, giving us exciting opportunities to compare ourselves with our competitors in the future.
Jörgen Zahlin
Vision OUR VISION
boards. OEM chooses to trade in products to
on new geographic markets as they grow in
OEM International is to be a leading player in
which the company adds value and that allows
strength.
industrial trading in northern Europe.
the company to gain a substantial market share.
The company is active in Sweden, Finland,
We constantly expand our range by adding new
Norway, Denmark, Poland, the Czech Republic,
products and discontinuing unprofitable products.
Slovakia, the Baltic countries, the UK and Holland.
To achieve this vision means: • constantly improving our knowledge and service • products that at least equal customer expectations
“OEM International is to be a leading player in industrial trading in northern Europe.”
• making our suppliers market leaders • efficiency makes us more profitable than
Each company markets a clearly defined product
In addition, the company has a logistics and
range which, coupled with the added value of
quality company in China. While there is
• our employees can realise their ambitions.
the organisation, forms a brand concept.
great potential for growth on these markets,
INDUSTRIAL TRADING
NORTHERN EUROPE
Our product range spans from basic mechani-
Most of OEM’s business activities are in
cal components such as seals and couplings to
Sweden but it considers northern Europe
complete production systems for circuit
its market. The brand concepts are launched
our competitors
new geographic markets will be constantly
8
OEM ANNUAL REPORT 2006 ❚ VISION
evaluated.
Business concept OUR BUSINESS CONCEPT
To our customers, collaboration with OEM means:
OEM is a leading industrial trading Group
• access to a broad, extensive range from
operating in northern Europe. Our product range consists of industrial components and systems from suppliers that are each specialists in their fields.
specialised manufacturers • quick and high delivery capacity via effective warehouses • the option to reduce the number of suppliers.
The operating units are to adapt to the
• in-depth product and application knowledge
conditions that apply in each respective business area and effectively satisfy the interests of
An efficient logistics apparatus enables us to adapt
Coordination
customers, suppliers, employees and share-
purchasing volumes, stock levels and transport
Logistics, range development and market
holders.
methods for maximum competitiveness.
communication is coordinated at concept
OEM’s broad, extensive product range
level which intensifies our competitiveness
BUSINESS LOGIC
allows the company to customise its offers to
In simple terms, the OEM Group’s operating
best suit the needs of our customers. At the
units serve as an alternative to the suppliers’
same time, suppliers gain access to customer
Stimulated by each other’s success
own local sales companies.
groups that they themselves have difficulty
The business units are regularly compared
contacting.
and internal ranking lists stimulate both cross-
The Group collaborates with around 300 different suppliers and has some 20.000 buying
and makes us more cost effective.
company learning and better performance.
customers. OEM is responsible for the marketing
GROUP AFFILIATION STRENGTHENS
and sales of the products concerned.
COMPETITIVENESS
Opportunities for employees to grow within
Belonging to a group with a clear focus enhances
the Group.
the conditions for the company to grow.
Developing a company means developing
Among other things, Group affiliation means:
people. As the company develops, career
SUPPLIERS
CUSTOMERS
opportunities are created for employees both
An alternative to suppliers’ own sales organisations
Economies of scale
within the respective company and within
To our suppliers, OEM is a partner that has:
A centralised infrastructure and administration
the rest of the Group.
• the competence and financial strength
makes it more possible for operating units to
to make market investments
focus on business and eases geographic
• knowledge of the market in question
expansion in areas where another part of the
• national organisations that transcend
Group is established.
cultural differences
BUSINESS CONCEPT ❚ OEM ANNUAL REPORT 2006
9
Financial targets OEM’s objective is to achieve a good return on shareholders’ equity with limited financial risks during a period of stable growth.
The targets for one business cycle are:
the business units generated a 15%
• 15% annual growth in profit
increase in profit, excluding the
• 20% return on equity
sale of JMS Systemhydraulik. The Group has a strong financial
• Equity/assets ratio not lower than 35%
60
30
75
40
20
50
20
10
25
0
0
0
position which gives us excellent All financial targets were realised in 2006.
opportunities to make acquisitions.
While reported sales growth was only 6%, streamlining measures implemented in
Over the last three years, OEM has realised the following targets:
“All financial targets were realised in 2006.”
10
OEM ANNUAL REPORT 2006 ❚ FINANCIAL TARGETS
Growth of profit
Return on shareholders’ equity
Equity/assets ratio
Growth strategy Growth is central for the OEM Group. Our growth strategy is based on three parts: Organic growth, Geographic expansion and Acquisitions.
ORGANIC GROWTH
on new markets. Over the past years, OEM
Telfa AB was acquired in 2005 and EIG in the
OEM’s target is a 10% organic growth.
has set up operations in the Baltic countries
Czech Republic in 2006, the first acquisitions since
This will be achieved by:
and the Czech Republic.
the crash of the telecommunications industry.
• Developing our product range
Geographic expansion is also achieved when
Together with a growth target of 15%, our
• Expanding our market shares
a business unit within OEM sets up operations on
financially strong position means that acquisitions
markets where OEM already has other business
will play an increasingly prominent role in
Developing customer/supplier relationships,
activities. OEM Electronics is presently establishing
OEM’s future expansion strategy. More details
product offers and service will improve compe-
itself in Poland and Internordic in Denmark.
about acquisitions are provided on page 30.
“Together with a growth target of 15%, our financially strong position means that acquisitions will play an increasingly prominent role in OEM’s future expansion strategy.” titiveness and boost market shares. Organic
Our efforts to reinforce and broaden customer
growth is evidence of satisfied customers and
offers on OEM’s new markets and evaluate new
that what we offer is attractive to new customers.
markets in Central and Eastern Europe will
The launch of new suppliers is also an essential
continue in 2007.
aspect of organic growth. Organic growth over time is necessary to create long-term, stable business units.
ACQUISITIONS The Group has a history in which acquisitions have played an important role in our growth
GEOGRAPHIC EXPANSION
strategy. The downturn in the telecommunica-
New opportunities for expansion are created by
tions industry forced OEM into an intense
launching a well-functioning brand concept
restructuring phase at the start of 2000.
GROWTH STRATEGY ❚ OEM ANNUAL REPORT 2006
11
Employees To be able to live up to its vision of becoming a leading player in the industrial trading sector OEM needs skilled, competent employees.
It takes competent, dedicated employees to
employment conditions and good opportunities
company. It is evidence that we have managed
become a leading player in the industrial
for personal growth.
to motivate our employees to advance in the
trading sector. Our employees are OEM’s single greatest asset. We are convinced that when our employees
organisation and take on greater responsibilities. COMPETENCE DEVELOPMENT Investing in competence development for our
TRAINEE PROGRAMMES
grow, so does the company. Consequently, we
employees is a natural aspect of our ongoing
OEM International started a trainee programme
feel it is important to create opportunities for
quality efforts. Competence development
in 2006. The purpose is to safeguard the long-
our employees to develop and realise their
efforts are primarily conducted at company
term supply of employees in key positions and
ambitions. By so doing, we reinforce our
level where various types of in-house training
increase the presence of Swedish employees in
competitiveness with cutting-edge competence.
programmes are arranged.
our foreign companies. OEM International
It is our employees that produce results and
Needs and preferences are mapped out in the
will recruit several individuals each year who
build long-term value for our customers,
personal performance dialogues held annually
will receive a solid foundation for a successful
suppliers and shareholders. To attract and retain
between employees and immediate supervisors.
career within the OEM Group through the
qualified employees, OEM must offer attractive
An individual competence development plan
two-year trainee programme.
for each employee is prepared in conjunction with this discussion.
CORPORATE CULTURE OEM currently has 23 operating units comprised
RECRUITS AND CAREERS
of cultures that are influenced by their employees.
A propensity to change, curiosity and a goal-
All units do however conform to the Group
oriented approach are characteristics that
bywords, namely dedications, openness, goal
ensure our employees an interesting future
orientation, positive attitudes and modesty.
and careers. Our ambition is to internally recruit 75% of our new managers and specialists. We consider it a major achievement when we can wish an employee luck in a new position within the It takes a business concept to achieve our vision — it takes people to realise it.
12
OEM ANNUAL REPORT 2006 ❚ EMPLOYEES
It is natural for us to share our experiences and knowledge in order to create a learning and positive climate. We want our employees to feel a sense of job satisfaction, community and security. They are
200
“OEM is developed
150
150 100
by people who want
531
Share of women
105
Share of men
100 50
to develop.”
Average no. of employees
50
0
0
Age distribution (no. of employees)
426
Sick leave personnel/yr
(days)
8
Training costs per employee
(SEK)
4 719
Fitness costs per employee
(SEK)
1 004
Period of employment (no. of employees)
Key indicators employees
to be very involved in the company and proud
needs of our employees at an individual level.
in various fitness activities and work with the
to work at OEM.
The will to learn and the ability to serve as a
contracted preventive healthcare service.
lodestar and encourage all employees. Managers
OEM is to advocate a healthy lifestyle for its
and managers. This allows candour and
and employees are mutually responsible for
employees and compel managers and employees
improves the quality of personal performance
contributing to a successful corporate climate.
to work toward the same objectives.
dialogues. It also lays the foundation for mutual
Reciprocal demands are to lead to constructive
trust so that constructive criticism and praise
activities that make us even better partners for
EQUAL OPPORTUNITIES
become a part of the day-to-day communication.
our customers.
OEM currently has an unequal distribution of
We believe in openness between employees
men and women. This is a traditionally male LEADERSHIP
WORK ENVIRONMENT AND HEALTH
For OEM, leadership is about being a role
A good, suitable working environment is a
model and sharing knowledge
prerequisite for employee satisfaction
and insight. Defining
and good performance.
distinct goals and sub-
OEM encourages its
goals and drawing
employees to participate
dominated industry. Most of the women in the Group work in finance, administration and marketing. We are working to recruit more women to technical positions and hope to attract more female applicants in the future.
up individual goals and plans together with the employees in order to achieve these goals. The ability to coach and cultivate the unique
EMPLOYEES ❚ OEM ANNUAL REPORT 2006
13
Quality, the environment & ethics OEM’s all-embracing quality policy means that products and services must meet or exceed customer expectations.
Our objective is that customers will associate
All companies sell components and systems
OEM with good products, high delivery
from worldwide manufacturers.
assurance, good technical support and a businesslike, positive reception. Supplier improvement
This means that the greatest impact on
efforts aimed at, among other things, boosting
the environment stems from
delivery accuracy from suppliers is a constantly
• goods and personnel transports
ongoing process. It requires constant dialogue
• the presence of environmentally-
on subjects ranging from product quality and
damaging substances in products
product development to delivery time and environmental issues. This work is vital to ensure
• printing and distribution of product catalogues
we maintain our own quality targets and live
• packaging materials
up to our quality policy.
• office heating, lighting and cooling.
Customer attitude surveys are performed annually to monitor quality from a customer
TRANSPORTS AND COMPANY CARS
perspective. Subsidiaries that are not third-
OEM pressures forwarding agents to aim for
party certified work with environmental and
alternative fuel and environmentally-classified
quality issues based on customer and market
cars. As per our own company car policy, the
requirements.
OEM Group will only supply cars classified in
PRINTING AND DISTRIBUTION OF
line with Environmental Class 2005 (MK2005)
PRODUCT CATALOGUES
(cf. formerly Environmental Class 1).
The Group prints and distributes about 50.000
THE ENVIRONMENT
product catalogues and brochures each year.
The OEM Group’s environmental policy
14
OEM pressures forwarding agents to aim for alternative fuel and environmentally-classified cars.
dictates continuous efforts to minimise our
OUR SUPPLIER REQUIREMENTS
When purchasing printing services, we only
external environmental impact. Environmental
Our customers often raise issues about products
consider environmentally-certified printers.
efforts will be governed by legal requirements as
containing substances that have an impact on the
To the greatest possible extent, OEM strives
well as what is financially feasible, technically
environment. We review the environmental efforts
to print on environmentally-friendly paper.
possible and ecologically justified. The aim is
of our suppliers when we visit. Our certified
Work is underway to publish product information
to reduce the impact of our business on the
companies have a special supplier review form
on the internet, which will reduce the number
environment in both the short and long term.
devised by our product managers.
of printed catalogues.
OEM ANNUAL REPORT 2006 ❚ QUALITY, THE ENVIRONMENT AND ETHICS
NEW ENVIRONMENTAL REQUIREMENTS
ISO14001 CERTIFIED COMPANIES
ISO9001 CERTIFIED COMPANIES
GENERATE BUSINESS OPPORTUNTIES
The following companies have ISO 14001
The following companies have ISO 9001
On 1 July 2006, the RoHS Directive was
environmental certification:
quality certification:
introduced that bans the use of lead, mercury,
• OEM Automatic AB
• OEM Automatic AB
cadmium and other hazardous substances in
• OEM Electronics AB
• OEM Electronics AB
electrical and electronic equipment.
• Internordic Bearings AB
• Internordic Bearings AB
Additional companies plan to apply for
• AB Indoma
The directive has primarily affected customers in the electronics industry. An overwhelming
certification.
“Our objective is that customers will associate OEM with good products, high delivery assurance, good technical support and a business-like, positive reception.” majority of the electronics manufacturers adapted their production in 2006 in compliance with the new directives. This resulted in temporarily higher sales of primarily wave soldering systems and reflow ovens.
ETHICS OEM’s business activities are based on longterm personnel, supplier and customer relationships. The values of the management and our employees contribute to cultivating these relationships. Consequently, it is vital that ethical issues are regularly discussed. One such example of ethical issues relates to the certification of factories that OEM collaborates with in China. Among other things, this entails investigating the occurrence of child labour. Our day-to-day business is characterised by respect for employees and business partners.
QUALITY, THE ENVIRONMENT AND ETHICS ❚ OEM ANNUAL REPORT 2006
15
Board of Directors The Board of Directors of OEM International (publ) is comprised of six regular members and three deputy members elected by the Annual General Meeting.
Five Board meetings were held in 2006, all of
The Board receives no bonuses. The amounts
Hans FranzĂŠn as well as Board members Orvar
which were recorded in the minutes. The work of
and other benefits are reported in the Income
Pantzar and Agne Svenberg. The Committee
the Board complies with the rules of procedure
Statement, Note 6, on page 61.
nominates members to the Board and issues
adopted by the Board. Once a year, the principal
Auditors are nominated and elected by the
guidelines for remuneration to the Managing
auditor attends and reports on the auditing
Annual General Meeting for a four-year tenure.
Director. The Board approves remuneration
process.
The auditors’ work is invoiced within negotiated
negotiated by the Chairman of the Board and
price frames.
the Managing Director. The Committee
Decisions and the division of responsibility between the Board and the Managing Director
convened once in 2006.
are regulated in the written instructions for the
NOMINATION AND REMUNERATION
Managing Director. Proposals regarding
COMMITTEE
Management is determined by the Managing
remuneration to the Board are presented to
The Nomination and Remuneration Committee
Director in consultation with the Chairman
the Annual General Meeting for decision.
is comprised of Chairman of the Board
of the Board.
í˘ą Hans
í˘ł Orvar
DEPUTY MEMBERS
FranzÊn Born 1940. Chairman of the Board since 1992. Board member since 1974. CEO until 31 Dec. 2001. Engineer Other appointments: Chairman of the Board, Tranüs Resebyrü AB, Cendio AB, Ibizkit AB, Handelsbanken’s local board in Tranüs, Montico AB and IB Medical AB. Board member, Crouzet AB, Bomarknadsbolaget AB and Linktech AB. Number of shares: 235.792 OEM Class A and 215.430 OEM Class B
Pantzar Born 1939. Board member since 1997. Founder of Cyncrona AB. Engineer. Not employed by OEM. Other appointments: Board member, Next Generation System AB Number of shares: 542.440 OEM Class A and 934.120 OEM Class B Barkman Born 1957. Board member since 1997. Business Administrator. Not employed by OEM. Number of shares: 14.000 OEM Class B
í˘ľ Gunnar
Eliasson Born 1951. Board member since 2000. Business Administrator. Not employed by OEM. Number of shares: 4.000 OEM Class B
í˘ś Lars-Ă…ke
Rydh Born 1953. Board member since 2004. M.Sc. Engineering. Not employed by OEM. President and CEO of Nefab AB Other appointments: Board member, Nefab AB, Handelsbanken Region Eastern Sweden and Nolato AB. Number of shares: 1.000 OEM Class B
AUDITOR: KPMG Bohlins AB Principal auditor: Niklas Bengtsson Authorised Public Accountant
16
OEM ANNUAL REPORT 2006 â?š BOARD OF DIRECTORS
Tomas FranzĂŠn Born 1962. Deputy member since 1997. President and CEO of Eniro AB. M.Sc. Engineering. Not employed by OEM Other appointments: Board member, Eniro AB, BTS AB and Securitas Systems AB. Number of shares: 5.000 OEM Class B
í˘´ Ulf
í˘˛ Agne
Svenberg Born 1941. Board member since 1974. Managing Director up until 29 February 2000. Engineer Other appointments: Chairman of the Board, EG:s El o Automation AB, Personality Gym AB and ISP AB. Board member, Elektro-Mekan i Årjäng AB. Number of shares: 221.800 OEM Class A and 79.510 OEM Class B
Remuneration to other members of Senior
Inger Svenberg Born 1937 Board member 1974-1997. Deputy member since 1997. Not employed by OEM. Number of shares: 186.000 OEM Class A and 89.652 OEM Class B Jerker LĂśfgren Born 1950. Deputy member since 2003. Head Counsel Carnegie Private Banking. Not employed by OEM. No OEM shares.
BOARD OF DIRECTORS ❚ OEM ANNUAL REPORT 2006
17
Senior Management OEM International’s ambition is to develop the operating units through growth and profitability that surpasses our competitors. In addition to succinct management-by-objectives, this means also implementing a culture and strategy that produces long-term, stable business units.
Jörgen Zahlin has been the Managing Director
business units. Senior Management works
the needs of the business units. The board
of OEM International since 2000 and is
to develop the Group in line with the vision,
of an operating unit consists normally of the
responsible for the company’s day-to-day
business concept and strategy defined by the
business director, controller and the
management, which includes all issues not
Board.
Managing Director.
decision-making rights in terms of investments,
MANAGEMENT OF OPERATING UNITS
GROUP-WIDE RESOURCES
corporate acquisitions/ divestments and
The company groups OEM Automatic, OEM
There are resources within the Group that
financing issues are regulated by the regulations
Electronic and Cyncrona have separate boards
work with specific Group-wide functions.
defined by the Board.
over which the Group’s Managing Director
The resources cover financial control, business
presides as chairman.
systems, tele/data communication, market
reserved for the Board. The Managing Director’s
The Group’s senior management consists of the Managing Director, Finance Director and
The election of other board members,
four Directors in charge of the Group’s largest
both internal and external, is governed by
warehouse management.
Jörgen
Jan
Cnattingius Born 1955. Finance Director Group employee since 1985. Economist Number of shares: 3.000 OEM Class B
Urban
Mikael
Fredrik
Zahlin Born 1964. Managing Director of OEM International AB as of 1 March 2000. CEO since 1 Jan 2002. Group employee since 1985. Engineer Number of shares: 62.500 OEM Class B
Thörnkvist Born 1968. Business Director OEM Automatic AB Group employee since 1990. Engineer Number of shares: 1.000 OEM Class B
Stefan
Wik Born 1959. Managing Director of OEM Automatic AB Group employee since 1998. M.Sc. Engineering. Other appointments: Board member, Landy Vent International AB and JS Computers AB. Number of shares: 2.900 OEM Class B (partially via company)
18
OEM ANNUAL REPORT 2006 ❚ SENIOR MANAGEMENT
communication, quality & environment and
Malm Born 1962. Business Director OEM Electronics. Group employee since 1983. Engineer Number of shares: 300 OEM Class B Tengstrand Born 1966. Business Director Development. Group employee since 1991. Engineer Number of shares: 400 OEM Class B
SENIOR MANAGEMENT ❚ OEM ANNUAL REPORT 2006
19
Group structure The Group is organised into four company groups. Three groups are organised according to their distinct brand concepts and one company group, Development, is a collection of other business units.
Company groups
20
Company groups/concept
Products
OEM Automatic
Automation components
9
OEM Electronics
Electronic components
3
Cyncrona
Equipment & material for the electronics industry
7
Development
Other business activities
4
OEM ANNUAL REPORT 2006 â?š GROUP STRUCTURE
No. of countries
OEM Automatic
OEM Electronics
Components for industrial automation.
Appliance and circuit board components and EMC/microwave components.
Read more on pages 22-23
Read more on pages 24-25
Cyncrona
Development
Production systems and components for electronics production
Bearings and bearing solutions, motors and transmissions, seals and pumps
Read more on pages 26-27
Read more on pages 28-29
GROUP STRUCTURE â?š OEM ANNUAL REPORT 2006
21
OEM Automatic 2006 was another record-breaking year. Both sales and profit rose considerably due to a sound demand and climbing market shares. The OEM Automatic concept has grown stronger and coordination in the Group enables us to expand on all markets.
❚ Sales climbed 15% from SEK 605 million to SEK 698 million. ❚ Profits escalated 22% from SEK 74.7 million to SEK 91.0 million.
22
OEM ANNUAL REPORT 2006 ❚ OEM AUTOMATIC
Geographic markets OEM Automatic has operations in Sweden, Norway, Denmark, Finland, Estonia, Poland, the Czech Republic, Slovakia and the UK. 100
800
300
75 200 50
400
100 25
0
0
Sales (SEK m)
0
Profit (SEK m)
No. of employees
Share of Group sales
In April, OEM Automatic set up operations in
several current suppliers while simultaneously
• Represent key suppliers on all markets
the Czech Republic and Slovakia through the
increasing product offers through new supplier
• Geographic expansion in northern Europe
acquisition of EIG spol. s.r.o. The company’s
partnerships. Coordinated market initiatives
sales in 2005 amounted to about SEK 25 million.
generate effective, quick launches of new
MARKETS AND CUSTOMERS
EIG’s product range is comprised mainly
products on all markets.
Demand has escalated on all markets. On the
of components from OEM Automatic’s
whole, the market for automation components
current suppliers. The range was expanded
GOALS AND STRATEGIES
in Europe is relatively stable and expected to
with products from three suppliers during
A growth rate that exceeds 10% per year is the
grow about 2-3% per year over a business cycle.
the autumn and the company will continue to
company’s goal. The growth strategy is built
Markets such as Poland, the Czech Republic
expand its customer offers throughout 2007.
around organic growth comprised of greater
and Slovakia have a growth rate over 5%. As most
Substantial investments will simultaneously
market shares and broader supplier partnerships
of our customers have small to medium-sized
be made in marketing and sales.
while concurrently evaluating new markets.
volume production, there is no drastic transfer of
Effective April 2007, deliveries to Norwegian
production to low-cost countries. We expect that
and Danish customers will be effected from the
The strategy is:
Swedish warehouse, which has broadened its
• Strong local market presence with
customer offers and boosted delivery capacity to
face-to-face sales
demand will remain strong throughout 2007.
COMPETITORS
the Norwegian and Danish markets. Coordination
• Streamlining through coordination
Competitors include manufacturers such
in terms of expanding the product range, market
• Enhance our customer offer by expanding
as Schneider Electric, ABB and Omron,
communication and logistics will continue to
our product range
be crucial success factors for OEM Automatic.
as well as trading companies such as Indutrade and Addtech.
Throughout the year, OEM has continued
Products Components for industrial automation within the business areas of Electrical Machinery, Electrical Cabinets, Safety, Cables, Motors, Pressure & Flow and Pneumatics.
Stefan Wik Managing Director OEM Automatic AB Mikael Thörnkvist Business Director OEM Automatic
▲
Business activities OEM Automatic is comprised of eight companies with sales on nine markets within industrial automation components. Customers include machine and appliance manufacturing industries, wholesalers and strategic end users. OEM Automatic represents some 70 suppliers that are specialists and leaders within their respective fields. Marketing is primarily conducted through face-to-face sales where OEM Automatic supplies the customer with product and application knowledge.
▲
to expand its geographic partnerships with
OEM Electronics Sales for 2006 were on par with last year’s sales figures. The decline in certain product groups was set off by an increase in business dealings with EMS customers*. Implemented market investments did not reach full effect, resulting in lower profit.
❚ Sales rose 1% from SEK 305 million to SEK 307 million. ❚ Profit fell from SEK 24.7 million to SEK 18.8 million.
* EMS customers = Electronic Manufacturing Services 24
OEM ANNUAL REPORT 2006 ❚ OEM ELECTRONICS
Geographic markets OEM Electronics has operations in Sweden, Finland and Poland.
400
30
100
200
15
50
0
0
0
Sales (SEK m)
Profit (SEK m)
The company continued to substantially increase resources, particularly in its Swedish market organisation, while
No. of employees
Share of Group sales
GOALS AND STRATEGIES
a slight growth. We believe that Poland will
Our goals include a growth rate over 10% per
achieve for a greater upturn in the future.
year and to become the strongest player on the electronic components market in northern
COMPETITORS
Europe.
Competitors include both the major, global component distributors Arrow and Avnet,
simultaneously working with streamlining and coordination initiatives throughout 2006. Sales were negatively affected by, in part, a major deal that reached the end of its product
The strategy is:
as well as industrial trading companies such as
• Strong local market presence with
Addtech, Lagerkrantz Group and Elektronik-
• Streamlining through coordination
our product range after a supplier altered its
• An organisation distinguished by
market strategy. New customers and more
service-mindedness, excellent
sales to our present customers led to sales on
applications knowledge and various
par with last year.
types of logistics solutions.
OEM Electronics opened an office in China during the year, which means better service and
gruppen. Moreover, manufacturers’ own sales
face-to-face sales
lifecycle, and in part our decision to amend
companies rank among our competitors.
• Enhance our customer offer by expanding our product range
quicker responses from the suppliers. New suppliers were launched in Poland and
MARKETS AND CUSTOMERS Demand from the electronics industry in
our customer offer.
the Nordic countries is stable and indicates
Business activities OEM Electronics is comprised of three companies active in the sale of electronic and electromechanical components. Our customers include appliance and electronics manufacturers as well as strategic electronic manufacturing services (EMS customers) in northern Europe. OEM Electronics represents some 60 suppliers that are each specialists in their respective fields. Marketing is primarily conducted through face-toface sales where OEM Electronics provides the customer with product and application knowledge alongside logistics solutions.
Products Appliance components, circuit board components and EMC/microwave components.
Urban Malm Business Director OEM Electronics
▲
we have added resources, thereby reinforcing
Cyncrona The Cyncrona companies reported both lower sales and profit but positive growth in Norway and the Baltic countries.
❚ Sales dropped 14% from SEK 284 million to SEK 244 million. ❚ Profit fell from SEK 18.5 million to SEK 14.2 million.
26
OEM ANNUAL REPORT 2006 ❚ CYNCRONA
Geographic markets Cyncrona has operations in Sweden, Finland, Denmark, Norway, Estonia, Latvia and Lithuania.
300
80
20
15 200 40
10 100 5
0
0
0
Sales (SEK m)
Profit (SEK m)
No. of employees
Share of Group sales
As of April, invoices issued to Cyncrona’s largest
restructuring includes a new Nordic/Baltic
MARKETS AND CUSTOMERS
customer are mainly commission based which
organisation for materials with central ware-
In general, demand has risen on the Nordic
largely explains the drop in
housing. A common IT platform has laid the
and Baltic markets during the year. We believe
sales figures.
foundation for extended cross-
The Norwegian
country cooperation.
company
that the Nordic markets will remain stable throughout 2007, but that demand will escalate in the Baltic countries. New technology and
exceeded its
GOALS AND STRATEGIES
new machine launches pave the way for new
targets, while
Our goals are to consolidate
business deals.
the Swedish
our position as the leading
and Danish companies failed
distributor of electronics production equipment, support
COMPETITORS Cyncrona competes primarily with such
to achieve satisfactory
and materials in the Nordic and Baltic
manufacturers as Siemens and Mydata for
results. Growth in Norway
countries and reach a 7% profit margin.
surface-mounting equipment and with a handful
and the Baltic countries is still very good.
of local distributors, including Scanditron,
Fuji launched a new machine at the beginning
The strategy is:
HIN and Sincotron for other parts of the
of the year that opens up a brand-new customer
• A strong customer offer coupled with an
product range.
segment for Cyncrona. Restructuring measures were implemented during the spring aimed at improving the group’s customer and supplier focus as well
efficient market organisation will generate business in 50% of the projects in progress. • Continued streamlining efforts to guarantee competitiveness • Complementary acquisitions
Business activities Cyncrona is comprised of five companies active in the sale of electronics production equipment and material. Cyncrona represents some 20 leading suppliers, each specialists in their fields. Support is a significant aspect of our business activities and includes training, installation, start-up and service. Marketing is primarily conducted through face-toface sales where Cyncrona supplies the customer with product and application knowledge.
Products Electronics production equipment, support and material as well as test equipment for circuit boards, microelectronics and PCBs.
Mattias Franzén Business Director Cyncrona
▲
its decision-making capacity. Part of this
Development The company group Development significantly improved both its profit and sales figures spurred by a good demand, implemented streamlining measures and acquisitions.
❚ Sales climbed 31% from SEK 162 million to SEK 213 million. ❚ Profits escalated 55% from SEK 8.4 million to SEK 13.0 million.
28
OEM ANNUAL REPORT 2006 ❚ DEVELOPMENT
Geographic markets Internordic has operations in Sweden, Finland and Denmark. The other companies operate in Sweden.
12 200 8
100
4
0
0
Sales (SEK m)
Profit (SEK m)
No. of employees
Share of Group sales
INTERNORDIC BEARINGS AB
OEM MOTOR AB
Sales in Sweden rose from SEK 80 million to
Sales dropped from SEK 32 million to SEK 30
SEK 88 million. However, stiffer price squeezing
million. Business deals with low margins were
coupled with implemented investments in the
phased out while new business with good
organisation aimed at future expansion had
margins were introduced which resulted in
a negative impact on the profit margin.
improved profitability in 2006.
The Finnish company reported strong growth for the year while the Danish venture
INDOMA AB
failed to achieve the expected results.
Sales climbed from SEK 36 million to SEK 39 million. Growth within the OEM customer
TELFA AB Sales amounted to SEK 47 million.
IBEC
segment has risen while sales of standard
The company, acquired in 2005, reported sales
Sales climbed from SEK 28 million to SEK 33
products to end customers have declined.
of SEK 14 million for the period September to
million. Our company in China has reinforced
Greater focus on more profitable deals among
December 2005.
its staff with additional employees who will
OEM customers has considerably enhanced
work primarily with quality assurance.
profitability.
Substantial changes were made in the product range and the organisation was streamlined
The objective with IBEC is to improve
in 2006. Streamlining measures were counter-
product quality and create an efficient logistics
balanced against expansion investments resulting
for Group companies trading in products
in stable profitability for the company.
manufactured in China.
Business activities Company group Development is comprised of business units that are in various stages of growth that either aim to evolve into a strong brand concept or be modified to merge with another business unit. The group constantly evaluates opportunities for acquisitions within affiliated product areas, but also within brand new product areas.
Products Bearings and bearing solutions, motors and transmissions, seals and pumps. Incorporated units Internordic Bearings AB, IBEC BV, OEM Motor AB, Indoma AB and Telfa AB.
â–˛
Fredrik Tengstrand Business Director Development
Acquisitions and expansion Acquisitions are a crucial part of OEM’s expansion strategy. OEM has long-standing experience of developing and creating stable, profitable trading companies. Our target is to acquire a minimum sales volume of SEK 100 million per year.
OEM has both the financial and personnel
position on at least two geographic markets.
Both internal and external resources are exploited
resources to make acquisitions but will always
The concepts are developed through individual
in our search for potential acquisitions. Overall
be meticulous in the evaluation phase to
set-ups or business acquisitions within the frame-
market assessments are performed through
ensure that the acquisition has the potential
work of each respective business concept.
sector analyses within defined segments.
to mature successfully.
The fourth company group, Development, encompasses the other business units. This group
Principal evaluation criteria in the selection
ACQUISITIONS CAN BE MADE
works to develop these units into established
process include:
AT THREE DIFFERENT LEVELS
concepts. The company groups are the gateway
• The company’s market position and potential
• Supplementary acquisitions. A company or
for acquisitions within new segments.
• The suppliers’ product range and product
product range is incorporated into an existing business unit. • Complementary acquisitions. A company that fits in and is run as an individual company
A prosperous format can be designed for each respective company by thoroughly cementing
• Relationships with principal suppliers
the business concept, customer offers, product
• The customer base’s structure and orientation
range, structure and organisation.
• Employee competence and experience • The competitive situation on the relevant
within Development. • Strategic acquisitions. A brand-new product area
SELECTION PROCESS
market and other markets in northern Europe
with considerable sales that becomes a new
It is essential that there is an industrial concept
concept, or a company on a new geographic
behind every acquisition. To achieve good, long-
OEM AS OWNER
market.
term returns for our shareholders, the acquired
OEM’s vision is the platform for development
Regardless of the level, it is crucial that the acquired
units must have better development within OEM
for each respective operating unit. Every company
company can develop positively within the OEM
than independently.
is allowed its own individual company culture and values, but all must comply with the demand
Group and that our integration strategy allows for both economies of scale and aggressive initiatives.
Factors that contribute to development are: • Utilisation of synergy effects within the Group.
FROM DEVELOPMENT UNIT TO ESTABLISHED CONCEPT
30
development strategy
• OEM’s expansion-conducive experiences, resources and infrastructure
to strive to fulfil the essence of OEM’s vision. In short, the vision means that the companies are to provide the best service and competence in the industry, increase our suppliers’ market
OEM presently has three established concepts,
• Professional marketing and customer approach
shares and rank among the most profitable
all of which have a distinct business concept, a
• Geographically broader supplier partnerships
companies within their respective segments.
thorough long-term strategy and a confirmed
• Governance, control and management
By working in the best interest of our customers,
OEM ANNUAL REPORT 2006 ❚ ACQUISITIONS AND EXPANSION
suppliers and owners, we produce competitive
but OEM felt the most suitable. We perceived
companies that generate opportunities for our
OEM as the company most interested in
employees to develop and realise their ambitions.
developing the company in its present state
platform in the Czech Republic and Slovakia
and best equipped to use the company’s and
which we will continue to cultivate as an OEM
THE FUTURE
employees’ potential. Telfa has an exciting
Automatic company. Our strategy is that we will
OEM underwent substantial changes between
future ahead and it will be interesting to follow
gradually launch new products and approach
2001 and 2003, due partly to the crash of the
its progress,” says Sture Olsson.
the market considerably more aggressively than
telecom industry. A new platform has been
“It was natural for us to look for one of the
This gives OEM a very favourable starting position. “The acquisition of EIG has given us a strong
previously. We have great expectations for the
created over the past years and OEM is ready to
industry’s stronger companies when OEM
Czech market and count on being one of the
grow through acquisitions. Our ambition is to
decided to embark on a new segment. Telfa had
leading players within three years,” says Mikael
acquire SEK 100-150 million in sales per year.
strong brands and is a reputable name within
Thörnkvist, head of the OEM Automatic group.
Several of the companies within Development
Swedish industry. This was a deciding factor for
have potential to expand geographically, either
us in our efforts to build a Nordic platform in
evolve into a leading automation component
through setting up their own organisations or
the pump segment. We have taken the first step
supplier in the Czech Republic and Slovakia.
through acquisitions. At the same time, there
on our journey and foresee many interesting
From our perspective, OEM is the ideal buyer
are many fresh segments that the companies
opportunities ahead,” says Fredrik Tengstrand,
to guide the company into its next phase,” says
can target for operations.
Chairman of the Board of Telfa.
Emil Gawlik.
TWO CURRENT
“Both internal and external resources are exploited
ACQUISITION EXAMPLES Telfa
in our search for potential acquisitions.”
AB Telfa was acquired from the brothers Sture and Stefan Olsson in September 2005. Telfa
EIG
markets pumps for food, pharmaceutical, marine
EIG in the Czech Republic was acquired from
and automotive applications. The company’s
Emil Gawlik and Jan Samorad in March 2006.
reported sales for 2005 amounted to SEK 42
EIG is a distributor for several suppliers that
million. Pumps were a new product area for
OEM Automatic has collaborated with for a
OEM but the concept was clear.
long time. The company’s reported sales
Find a niche supplier on the Swedish market
for 2005 amounted to SEK
with a strong platform and established brand that
25 million and its markets
can serve as a basis for continued investments in
are the Czech Republic and
the pump segment. Telfa was the most suitable
Slovakia.
company for acquisition. The company has made
EIG has had business activities
positive progress in 2006, and implemented
in the Czech Republic since
streamlining measures have been reinvested
1991 and during this time has
in expanding the sales organisation and
become known for delivering
marketing activities.
quality products and
“We are very satisfied to have OEM as our new owner. There were several different buyers,
“With OEM as owner, EIG will more quickly
providing good service.
Central warehouse in Tranås provides better customer service OEM Automatic decided to centralise the Nordic warehouse services to Tranås, Sweden in 2004. The Danish warehouse relocated in November 2005 and the Norwegian warehouse in April 2006.
“The coordination benefits are evident in many
MODERN TECHNOLOGY
FUTURE TRENDS
ways,” say Logistics Manager Erik Skoglund.
Today’s warehouse houses about 1.000 pallet
“The business is dynamic and marked by constant
By concentrating support processes, range
squares and 2.500 shelf metres. Four modern
changes and improvements. Flows and processes
development, market communication and
warehouse machines provide rational handling.
are central to our efforts to streamline business
logistics, we can simultaneously become more
Everything is managed by seven employees in
activities. Product ranges develop constantly
efficient and can deliver quicker, improve deli-
incoming, 15 in outgoing and one transport
and our target is a 10% volume increase per
very precision, offer a greater selection and save.
coordinator.
year.
“Costs per customer order row have dropped 33% against our Danish customers and 47% against our Norwegian customers. The selection for these markets has skyrocketed from about 5.000 articles to today’s 23.000 articles. Customers can expect to receive the products the next
“The flows and processes are central to our efforts to streamline business activities. Product ranges develop constantly and our target is a 10% volume increase per year.”
day when they place orders before 3 p.m.” “We handle 120.000 customer orders, which RESULTS AND EFFECTS
corresponds to about 300.000 picking rows every
handling are also regularly updated. Next in
Other measurable advantages of the new ware-
year,” explains Erik Skoglund. 90.000 shipments
line are new investments in new warehouse
house include less capital tied up, less scrapping,
leave Tranås every year.
machines and equipping our packaging and
lower transfer costs, more effective handling,
32
“The technical solutions for more effective
“We also process deliveries according to certain
improved customer service on smaller markets
customer-specific requirements. Customers often
due to greater flexibility and a higher stock
want deliveries to be ready for immediate use
turnover rate.
in production, and we arrange it.”
OEM ANNUAL REPORT 2006 ❚ CENTRAL WAREHOUSE IN TRANÅS
unloading processes with a conveyor solution.”
Close cooperation – the key to success OEM Automatic plays the role of local sales- and marketing organisation for the producer. A high level of competence is required to achieve good results – as well as close cooperation with the supplier.
One example of a tight
Key resources at OEM Automatic and Puls
Among the marketing material that was
relation is the spring 2006
teamed up to produce purposeful marketing
developed were a sales brochure in seven
launch of a brand new series
material for the local markets. A joint sales
languages, articles for customer newsletters,
of power supplies from the
training plan was also developed.
competition analyses and product sample
german company Puls GmbH. “Puls is an innovative pioneer
sets for the entire sales force. FREQUENT CONTACTS
Before starting the launch campaign, sales
in this market,” says Mikael Thörnkvist, Group
Magnus Davidsson and Anthony Wrighton,
people from all countries met up for a 2-day
Manager at OEM. “They have received awards
OEM Product Managers for Sweden and UK,
kick-off at Puls in Munich.
for “Technical leadership” and “Entrepreneur”
talks of a tight and effective collaboration with
from reknown Frost & Sullivan”.
Puls in Germany:
“It was cool to have everyone involved gathered at the same venue,” says Magnus Davidsson.
“In this project OEM have showed a good eye for new sales opportunities and worked offensively with our new product line. Being an innovative company ourselves, these are qualities we particularly appreciate.” “To launch the new Dimension series, we decided
“During the sales and marketing planning
to use a coordinated effort within the OEM
process, we had scheduled meetings and
each other and it created a really positive
Group. The aim was to achieve a powerful and
continuous contacts. Puls people showed a
atmosphere around the project.”
efficient roll-out process.”
positive commitment and served us with technical details, imagery and sales arguments.”
34
“We got the chance to trade experiences with
OEM ANNUAL REPORT 2006 ❚ CLOSE COOPERATION – THE KEY TO SUCCESS
COORDINATED LAUNCH
where we work through agents. In this project
This kind of coordinated product launches
they have showed a good eye for new sales
create tremendous synergies for the
opportunities and worked offensively with
manufacturer.
our new product line. Being an innovative
“We took a drastic decision launching the product under a new name, cutting all bearings
company ourselves, these are qualities we particularly appreciate,” Bernhard continues.
to it’s predecessors. But we believed so much
“We have been working with OEM since
in the product setting a new standard,” tells
1999 and they are very professional in all that
Bernhard Erdl, founder and owner of Puls.
they do. They stay in touch and give us good
“But it put extreme demands on the launch
OEM working for us, we hardly miss having
achieve the neccesary impact on all markets
our own company in that market,” Bernhard
through a simple and efficient process,”
Erdl concludes.
“OEM has a great track-record with us, with sales figures way above average for the markets
Facts Puls GmbH.
feedback from their markets. Where we have
process. Thanks to the coordination we could
he continues.
Bernhard Erdl, owner and founder of Puls.
Puls GmbH was founded 1980 and is a market leader and pioneer in DIN-rail mounted power supplies. The annual turnover is about 60 million Euro and they have today 560 employees.
For easy access to definitions while reading the annual report, open the flap and lay flat.
36
OEM ANNUAL REPORT 2006
Financial reporting
Five-year Group summary ........................................................38 Key indicators for the last five years ..........................................39 Directors’ report ................................................................40-41
Financial reports — the Group Income statement ....................................................................42 Balance sheets....................................................................43-44 Changes in shareholders’ equity ..............................................45 Cash flow statement ................................................................46
Financial reports — Parent company Income statement ....................................................................47 Balance sheets....................................................................48-49 Changes in shareholders’ equity ..............................................50 Cash flow statement ................................................................51
Notes with accounting principles and financial statements ................................................52-73
Proposed allocation of profits....................................................74 Auditors’ report ........................................................................75
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
37
F I V E - Y E A R G R O U P S U M M A RY
SEK m
F R O M T H E I N C O M E S TAT E M E N T Sweden Overseas
2006
848.6
2005
801.4
2004
2003
900.5
2002
950.3
1 076.1
586.3
557.4
497.6
467.1
443.2
1 434.9
1 358.8
1 398.1
1 417.4
1 519.3
Operating income before depreciation and impairment
140.2
121.7
108.8
92.3
91.2
Depreciation and impairment
-13.5
-12.6
-21.7
-37.0
-51.7
-0.2
2.2
1.1
-2.9
-5.7
1.0
1.3
1.1
1.0
0.5
127.5
112.6
89.3
53.4
34.3
Tax
-36.7
-31.0
-25.7
-21.9
-19.6
Group profit for the year from remaining business units
90.8
81.6
63.6
31.5
14.7
90.8
7.2
-
-
-
181.6
88.8
63.6
31.5
14.7
Total amount invoiced
Income from financial items Participation in associated companies Profit before tax
Profit from divested business unit
Group profit for the year
FROM THE BALANCE SHEET Intangible fixed assets Tangible fixed assets Financial assets and deferred tax claims Inventories
20.5
18.2
10.3
15.6
32.6
139.6
122.5
136.1
125.5
138.5
11.3
14.2
20.5
17.9
19.2
214.6
218.2
205.9
230.9
282.9 229.1
Current receivables
279.2
241.0
228.6
198.9
Liquid funds
288.5
150.0
111.0
52.7
44.4
953.7
764.1
712.4
641.5
746.7
Shareholders’ equity
640.7
477.9
424.9
391.1
414.7
Long-term liabilities
35.9
30.5
41.1
24.8
27.8
277.1
255.7
246.4
225.6
304.2
953.7
764.1
712.4
641.5
746.7
Total assets
Current liabilities Total shareholders’ equity and liabilities
In the above five-year summary and the key indicators for the past five years, the period between 2006 and 2004 is reported in line with IFRS while the period between 2003 and 2002 is reported in line with Swedish GAAP. Adjustments have been made for the years 2003-2002 for goodwill and component depreciation to ensure consistency with IFRS. The five-year summary and key indicators for 2005 are adjusted for divested business units in line with IFRS 5.
38
OEM ANNUAL REPORT 2006 ❚ FIVE-YEAR GROUP SUMMARY
K E Y I N D I C AT O R S F O R T H E L A S T F I V E Y E A R S
OEM GROUP
Net sales of which overseas Group’s profit before tax
2006
2005
2004
2003
2002
SEK m
1 448
1 366
1 406
1 428
1 534
%
41.2
41.1
35.6
32.9
29.5
SEK m
127.5
112.6
89.3
53.4
34.4
SEK m
181.6
88.8
63.6
31.5
14.7
from remaining business units Group profit for the year
Earning capacity of total capital
%
15.2
15.8
13.8
8.1
5.1
Earning capacity of capital employed
%
21.2
23.1
20.6
11.9
7.1
Earning capacity of shareholders’ equity
%
32.5
19.7
15.4
7.8
3.4
Average interest payable Debt/equity ratio
Operating income/sales
%
5.8
3.4
4.4
2.2
3.1
times
0.10
0.12
0.12
0.10
0.25
%
9.7
8.9
7.5
6.5
5.9
Profit percent
%
9.0
8.5
6.7
3.9
2.9
Profit margin
%
8.8
8.4
6.4
3.7
2.2
times/yr
1.52
1.79
1.97
2.23
2.05
SEK m
2.7
2.8
2.5
2.2
2.2
%
67.2
62.5
59.6
61.0
55.5
SEK m
113.4
74.1
92.9
131.0
156.0
%
205
153
138
112
90
Earnings per share before dilution
SEK
23.52
11.49
8.23
3.87
1.77
Earnings per share after dilution
SEK
23.42
11.43
8.18
3.86
1.77
Earnings per share before dilution**
SEK
11.76
10.57
8.23
3.87
1.77
SEK
11.71
10.51
8.18
3.86
1.77
thousands
7 723
7 723
7 739
8 139
8 332
Capital’s turnover rate Sales/employee
Equity/assets ratio
Cash flow from operations Quick ratio
Earnings per share after dilution** Average no. of shares:
Average number of shares after dilution thousands
7 756
7 763
7 779
8 166
8 332
Shareholders’ equity per share*
82.96
61.88
55.02
48.08
49.77
SEK
Earnings per share excl. repurchased shares SEK
23.52
11.73
8.41
4.14
1.88
No. of shares excl. repurchased
7 723
7 569
7 569
7 603
7 817
thousands
Proposed dividends
SEK
8.50
7.00
5.50
4.50
4.50
Quoted price as per 31 December
SEK
189.00
163.50
118.00
102.00
77.00
P/E ratio
times
8.0
14.2
15.9
26.4
43.5
P/E ratio**
times
16.1
15.5
15.9
26.4
43.5
%
4.5
4.3
4.7
4.4
5.8
No.
531
494
571
636
701
SEK m
175
162
184
197
220
Direct return
No. of employees Salaries and remuneration
*Shareholders’ equity per share = visible equity per share. ** Remaining business units
KEY INDICATORS FOR THE LAST FIVE YEARS ❚ OEM ANNUAL REPORT 2006
39
DIRECTORS’ REPORT
The Board and the Managing Director of OEM International AB (Publ) hereby submit the Annual Report and the consolidated financial statements for the 2006 financial year. 37-75. BUSINESS ACTIVITIES OEM International AB is represented via its subsidiaries in the Nordic countries, as well as in the UK, Poland, the Czech Republic, the Netherlands and Estonia. OEM is an industrial trading Group operating in northern Europe. Our product range consists of industrial components and systems from suppliers that are each specialists in their fields. Our product range spans from basic mechanical components such as seals and couplings to complete production systems for circuit boards, for instance. OEM’s broad, extensive selection allows the company to customise its offers to best suit the needs of our customers. We constantly expand our range by adding new products and discontinuing or replacing unprofitable products. Each company markets a clearly defined product range which, coupled with the added value of the organisation, forms a brand concept. The brand concepts are launched on new geographic markets as they grow in strength. In 2006, the Group was organised into five group companies/business segments: OEM Automatic, OEM Electronics, Cyncrona, Development and JMS Systemhydraulik. JMS Systemhydraulik was divested as per 30 November 2006. GROUP SALES AND PROFIT The Group’s net sales amounted to SEK 1,447.9 million (1,366.3) for the remaining business units, marking an increase of 6%. The year’s profit after tax for the remaining business units totalled SEK 90.8 million (81.6), an increase of 11%. This corresponds to SEK 11.76 (10.57) per share. The Company JMS Systemhydraulik was divested in 2006, with the result of the sale contributing an additional SEK 90.8 million in profit after tax. This is reported in a separate row in the consolidated income statement. The figures for 2005 have been rearranged to reach comparable figures. The year’s profit after tax including divested business units totalled SEK 181.6 million (88.8). Earnings per share reached SEK 23.52 (11.49). 2006 was yet another record-breaking year for OEM Automatic. Sales increased by 15% and profit by 22%. Our coordinated logistics means that we now deliver to customers in Norway and Denmark from the Swedish warehouse, resulting in greater efficiency and better customer service. Demand in general is high, which means that the Group has sound growth and profitability on all markets. Sales for the group OEM Electronics was basically on par with last year, SEK 307 million (305). While implemented market investments generated good growth in certain areas, they have yet to reach full effect. At the same time, a major deal came to a close and the group phased-out a supplier after the supplier altered
40
OEM ANNUAL REPORT 2006 ❚ DIRECTORS’ REPORT
its market strategy. The group reports a 24% decline in profit. Cyncrona’s sales dropped 14% causing profits to drop 24%. The decline in sales is attributed primarily to the transfer of parts of the sales to commission transactions. The Finnish and Norwegian companies surpassed their targets while the Swedish and Danish companies failed to achieve satisfactory results. Growth in Norway and the Baltic countries is still very good. Development has made positive progress during the year. A sound demand, implemented streamlining measures and acquisitions resulted in a 31% increase in sales and a 55% increase in profit for the group. JMS Systemhydraulik, which was sold 30 November 2006, developed well during the year. Implemented streamlining measures improved profits by 35% despite no change in sales compared with comparable periods. GROUP CHANGES All shares in JMS Systemhydraulik AB and Fastighets AB Hydraulen were sold for SEK 120 million on 30 November 2006 to Specma Hydraulic AB, part of Investment AB Latour. The reason for the sale is that JMS Systemhydraulik is a relatively small player on a large market. Refer also to Note 5. The Czech company EIG spol. s.ro. was acquired on 12 April 2006. The company trades in automation components and reported sales of SEK 29 million for the whole of 2006. EIG represents several of the most important suppliers that OEM Automatic represents, facilitating considerable synergy effects on new markets. The acquisition makes it possible to expand in both the Czech Republic and Slovakia. For more information, refer to Note 4. Restructuring of the Group is still in progress. The objective is to achieve a simpler, more distinct legal Group structure through fusions and voluntary liquidations. The following dormant companies were eliminated from the Group in 2006: OEM Källving AB, Plastinvent i Karlskoga AB, LIF produkter AB, Opiab-Företagen AB, Testcenter i Stockholm AB and Fotbromsen AB. FINANCIAL POSITION 2006 Liquid funds and unutilised credit commitments in the Group amounted to SEK 495 million (399) at the turn of the year. Cash flow from current operations totalled SEK 113.4 million (74.1). After net investments of SEK 31.9 million (-5.9), as well as amortisation, new loans, paid dividends and repurchase/sale of own shares for a total of SEK -4.8 million (-30.5), the year’s cash flow amounted to SEK 140.5 million (37.7). The Group’s equity/assets ratio at year-end was 67.2% (62.5). INVESTMENTS Investments in the Group during the year amounted to SEK 15.3 million (17.9) in machinery and equipment, SEK 25.8 million (2.2) in buildings, and SEK 11.1 million (9.9) in other intangible fixed assets.
RESEARCH AND DEVELOPMENT The Group does not conduct any research and development of its own. R&D is mainly conducted at our suppliers, using information about market demands that we provide. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT For a description of financial instruments and risk management, refer to Notes 1 and 24. ACCOUNTING PRINCIPLES The figures for the comparative years in the consolidated income statement and cash flow statement have been restated and presented as if the business unit sold during the current year had been sold already at the start of the comparative year (refer also to Note 5 and Note 26). ENVIRONMENTAL IMPACT The Group had no operations that require registration under the Swedish Environmental Code in 2006. The OEM Group’s environmental policy dictates continuous efforts to minimise our external environmental impact. Environmental efforts will be governed by legal requirements as well as what is financially feasible, technically possible and ecologically justified. The aim is to reduce the impact of our business on the environment in both the short and long term. REPURCHASE OF OWN SHARES With the objective of improving the Group’s return on shareholder’s equity and earnings per share, OEM International AB has an authorisation granted to the Board of Directors by the Annual General Meeting, to repurchase its own shares. The company repurchased 455,400 shares at an average price of SEK 163.79 in 2006. In total, company ownership of shares amounted to 609,400 shares before all shares were sold on the market during the month of December at an average price of SEK 185.97. The profit from the sale, SEK 26.6 million, had a positive impact on shareholders’ equity. The Annual General Meeting’s authorisation for the repurchase of shares extends to 10% of the total number of shares, that is, 772,310 shares. THE BOARD OF DIRECTORS AND ITS WORK OEM International’s Board of Directors is comprised of six regular board members and three deputies elected by the Annual General Meeting. The Board members are presented on pages 16-17. Five Board meetings were held in 2006, all of which were recorded in the minutes. The work of the Board complies with the rules of procedure adopted by the Board. Once a year, the principal auditor attends and reports on the auditing process. Decisions and the division of responsibility between the Board and the Managing Director are regulated in the written instructions for the Managing Director.
The Nomination and Remuneration committee is comprised of Chairman of the Board Hans Franzén and Board members Orvar Pantzar and Agne Svenberg. The Committee nominates members to the Board and provides guidelines for remuneration to the Managing Director. The Committee convened once in 2006. PARENT COMPANY OEM International is a holding company. The Parent Company holds all Board Chairman positions in all major business units and provides several support functions. The Group has a senior management that is responsible for the development of the Group. Parent company’s sales amounted to SEK 41.3 million (34.9). Of this, SEK 39.3 million (34.8) relates to sales to subsidiary companies. Profit before appropriations and tax amount to SEK 105.9 million (21.4). Of the year’s profit, SEK 101.5 million stem from the sale of shares in JMS Systemhydraulik AB and Fastighets AB Hydraulen.
PROPOSED DIVIDEND The Board of Directors proposes that the divided be raised from SEK 7 to SEK 8.50. The complete proposal for profit allocation is presented on page 74. PROPOSED SHARE SPLIT AND REDEMPTION PROCESS To facilitate trading of company shares and alter the company’s capital structure, OEM’s Board of Directors proposes a 4:1 share split combined with an automatic redemption procedure. Through this procedure, shareholders will receive three new shares and a redemption share which will be redeemed for SEK 20. EVENTS AFTER THE CLOSE OF THE FINANCIAL YEAR OEM International AB has acquired the remaining 50% of the shares in the associated company Crouzet AB from Crouzet Automatismes SAS. Crouzet AB is active in the automation component sector and has 17 employees.
The company reported sales of SEK 51 million and profit before appropriations and tax of SEK 3.4 million in 2006. SEK 18 million of the invoiced sales were for deliveries to OEM Automatic. The acquisition means an annual increase in sales of SEK 30 million for the OEM Group but is expected to have an insignificant impact on the OEM Group’s profits this year. The purchase price amounts to EUR 625 thousand, which corresponds to 50% of the company’s net assets. FUTURE DEVELOPMENTS The Group’s objective is to increase profit by an average of 15% annually over an economic cycle. With its market position, organisation and financial position the Group is well equipped for continued expansion. The Group’s growth strategy is described on page 11.
The figures for 2005 are in parenthesis.
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
41
C O N S O L I D AT E D I N C O M E S TAT E M E N T S E K m
Note
2006
2005
Net sales
2
1 447.9
1 366.3
Other operating income
3
2.5
-
Trading goods
-941.5
-898.9
Other expenses
-109.2
-105.8 -239.9
O P E R AT I N G I N C O M E
O P E R AT I N G E X P E N S E S
Personnel expenses
6
-259.5
Depreciation and impairment of tangible and intangible fixed assets
7
-13.5
-12.6
2.4
126.7
109.1
OPERATING INCOME
FINANCIAL INCOME AND EXPENSES Financial income
10
3.5
5.1
Financial expenses
11
-3.7
-2.9
9
1.0
1.3
127.5
112.6
-36.7
-31.0
90.8
81.6
90.8
7.2
181.6
88.8
181.6
88.8
-
-
before dilution, SEK
23.52
11.49
after dilution, SEK
23.42
11.43
before dilution, SEK
11.76
10.57
after dilution, SEK
11.71
10.51
Average no. of shares:
7 723 103
7 723 103
Average number of shares after dilution
7 756 418
7 763 103
8.50 *
7.00
Participation in associated companies PROFIT BEFORE TAX Taxes
12
THE YEAR’S PROFIT FROM REMAINING BUSINESS UNITS Profit from divested business unit, net after tax
PROFIT FOR THE YEAR
5
AT T R I B U TA B L E T O : Parent company shareholders Minority interest
Earnings per share:
Earnings per share from remaining business units
Dividend, SEK *Proposal
42
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
C O N S O L I D AT E D B A L A N C E S H E E T S
ASSETS
SEK m
Note
31.12.2006
31.12.2005
9.4
FIXED ASSETS I N TA N G I B L E F I X E D A S S E T S Goodwill
13
3.0
Other intangible fixed assets
14
17.5
8.8
20.5
18.2
TA N G I B L E F I X E D A S S E T S Buildings and land
15
109.8
92.6
Equipment, tools and installations
15
29.8
29.9
139.6
122.5
FINANCIAL
ASSETS
Participation in associated companies
17
Other financial assets Other long-term receivables
D E F E R R E D TA X C L A I M S
12
TOTAL FIXED ASSETS
5.6
5.6
1.3
2.6
0.5
0.4
7.4
8.6
3.9
5.6
171.4
154.9
CURRENT ASSETS I N V E N T O RY, E T C . Products in progress Finished products and trading goods
-
3.3
214.6
214.9
214.6
218.2
C U R R E N T R E C E I VA B L E S Tax claims Accounts receivable Receivables from associated companies Other receivables Prepaid expenses and accrued income
213.0
0.0
0.0
55.0
13.3
13.0
14.7
279.2
241.0
288.5
150.0
TOTAL CURRENT ASSETS
782.3
609.2
TOTAL ASSETS
953.7
764.1
LIQUID FUNDS
18
5.4 205.8
FINANCIAL REPORTING â?š OEM ANNUAL REPORT 2006
43
C O N S O L I D AT E D B A L A N C E S H E E T S
SEK m
SHAREHOLDERS’ EQUITY AND LIABILITIES
Note
31.12.2006
31.12.2005
Share capital
38.6
38.6
Other contributed capital
39.4
39.4
SHAREHOLDERS’ EQUITY
19
Reserves
1.3
5.9
Surplus brought forward
379.8
305.2
The year’s profit
181.6
88.8
640.7
477.9
TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO HOLDERS OF SHARES IN PARENT COMPANY
LIABILITIES
LONG-TERM LIABILITIES Interest-bearing liabilities Other long-term liabilities
20
9.3
8.9
Provisions for pensions
21
0.0
0.0
Non interest-bearing liabilities Deferred tax liabilities
12
TOTAL LONG-TERM LIABILITIES
26.6
21.6
35.9
30.5
CURRENT LIABILITIES Interest-bearing liabilities Overdraft
22
53.1
44.2
Other current liabilities
20
2.9
2.8
Non interest-bearing liabilities Advances from customers Accounts payable, trade Liabilities to associated companies Tax liabilities Other liabilities Accrued expenses and prepaid income
23
Guarantee provisions
1.3
0.8
124.6
107.6
0.8
1.0
-
2.3
32.0
32.0
59.7
63.9
2.7
1.1
TOTAL CURRENT LIABILITIES
277.1
255.7
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
953.7
764.1
31.12.2006
31.12.2005
Property mortgages
20.0
27.7
Business mortgages
55.1
69.7
75.1
97.4
Guarantee commitments
2.4
2.9
TOTAL CONTINGENT LIABILITIES
2.4
2.9
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Note
PLEDGED ASSETS FOR OWN LIABILITIES AND PROVISIONS
TOTAL PLEDGED ASSETS
22
CONTINGENT LIABILITIES
44
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
GROUP CHANGES IN SHAREHOLDERS’ EQUITY
Share capital
Opening equity 01.01.2005
38.6
SEK m
Other contributed capital
Reserves
39.4
Surplus brought forward
346.8
Sum of equity
424.8
Translation differences
5.9
5.9
Total changes in assets are recognised directly in shareholders’ equity, excluding transactions with owners
5.9
5.9
Profit for the year Total changes in assets, excluding transactions with owners
88.8
88.8
88.8
94.7
-41.6
-41.6
5.9
394.0
477.9
5.9
394.0
477.9
5.9
Paid dividends
Closing balance 31.12.2005*
Opening equity 01.01.2006
38.6
39.4
38.6
39.4
Translation differences Total changes in assets are recognised directly in shareholders’ equity, excluding transactions with owners
-4.6
-4.6
-4.6
-4.6
Profit for the year Total changes in assets, excluding transactions with owners
-4.6
Paid dividends Repurchase/sale of own shares**
Closing balance 31.12.2006*
38.6
39.4
1.3
181.6
181.6
181.6
177.0
-53.0
-53.0
38.8
38.8
561.4
640.7
* Shareholders’ equity attributable to Parent Company shareholders. ** Total of SEK 26.6 million from net repurchase/sale of shares is included in surplus brought forward.
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
45
C O N S O L I D AT E D C A S H F L O W S TAT E M E N T
SEK m
2006
2005
C U R R E N T O P E R AT I O N S Profit after financial items Adjustments for items not included in the cash flow
127.5
112.6
12.6
27.1
140.1
139.7
Paid taxes
-42.1
-38.5
CASH FLOW FROM CURRENT OPERATIONS BEFORE CHANGES IN WORKING CAPITAL
98.0
101.2
Changes in inventory
-20.0
2.2
Changes in accounts receivable
-16.1
5.7
Change in other operating receivables
-2.6
-4.5
Change in accounts payable
30.2
-1.5
Change in other operating liabilities
23.9
-29.0
113.4
74.1
Cash flow from changes in working capital
CASH FLOW FROM CURRENT OPERATIONS
INVESTMENT ACTIVITIES Divestment of business, net liquidity impact
74.4
0.9
Acquisition of subsidiaries, net liquidity impact
-19.5
-9.9
Acquisition of tangible fixed assets
-40.0
-12.7
14.2
15.8
2.8
0.0
31.9
-5.9
Sale of tangible fixed assets Sale of financial assets CASH FLOW FROM INVESTMENT ACTIVITIES
FINANCING ACTIVITIES Loans raised Dividends paid
11.1 -41.6
Repurchase/sale of own shares
38.8
-
CASH FLOW FROM FINANCING ACTIVITIES
-4.8
-30.5
140.5
37.7
CASH FLOW FOR THE YEAR Liquid funds at start of the year
149.2
110.3
Exchange rate difference liquid funds
-1.2
1.2
Liquid funds at end of the year
288.5
149.2
Additional information, refer to Note 26
46
9.4 -53.0
OEM ANNUAL REPORT 2006 â?š FINANCIAL REPORTING
PA R E N T C O M PA N Y ’ S I N C O M E S TAT E M E N T S E K m
Notes
2006
2005
O P E R AT I N G I N C O M E Net sales
41.3
34.9
3
1.8
-
-19.3
-18.4
Personnel expenses
6
-23.3
-25.1
Depreciation of tangible and intangible fixed assets
7
Other operating income
O P E R AT I N G E X P E N S E S Other external expenses
OPERATING INCOME
-1.8
-1.7
-1.3
-10.3
28.5
INCOME FROM FINANCIAL ITEMS Income from participation in Group companies
8
104.2
Income from participation in associated companies
9
1.0
1.1
Other interest income and similar profit items
10
2.3
2.1
Interest expenses and similar loss items
11
-0.3
0.0
105.9
21.4
INCOME AFTER FINANCIAL ITEMS
Y E A R - E N D A P P R O P R I AT I O N S Difference between tax depreciation and depreciation according to plan: Buildings and land Equipment, tools and installations Tax allocation fund, reversal Tax allocation fund, provision PROFIT BEFORE TAX Taxes
PROFIT FOR THE YEAR
12
-
0.2
0.2
-0.3
-
0.2
-14.7
-
91.4
21.5
3.7
2.0
95.1
23.5
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
47
PA R E N T C O M PA N Y ’ S B A L A N C E S H E E T S S E K m
ASSETS
Note
31.12.2006
31.12.2005
Buildings and land
15
18.4
18.8
Equipment, tools and installations
15
2.6
3.4
21.0
22.2
176.6
FIXED ASSETS TA N G I B L E F I X E D A S S E T S
FINANCIAL ASSETS Participation in Group companies
16
187.9
Participation in associated companies
17
1.2
1.2
-
1.0
189.1
178.8
210.1
201.0
Shares in tenant-owners’ rights
TOTAL FIXED ASSETS
CURRENT ASSETS
C U R R E N T R E C E I VA B L E S Tax claims
0.3
-
Accounts receivable
0.2
0.0
196.6
211.4
45.6
0.0
Loans to Group companies Other receivables Prepaid expenses and accrued income
2.8
2.8
245.5
214.2
220.8
107.6
TOTAL CURRENT ASSETS
466.3
321.8
TOTAL ASSETS
676.4
522.8
CASH AND BANK BALANCES
48
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
18
PA R E N T C O M PA N Y ’ S B A L A N C E S H E E T S S E K m
S H A R E H O L D E R S ’ E Q U I T Y, P R O V I S I O N S AND LIABILITIES
Note
31.12.2006
31.12.2005
Share capital
38.6
38.6
Restricted reserves
32.3
32.3
70.9
70.9
263.4
212.3
95.1
23.5
358.5
235.8
429.4
306.7
SHAREHOLDERS’ EQUITY RESTRICTED EQUITY
19
NON-RESTRICTED EQUITY Non-restricted reserves Profit for the year
TOTAL SHAREHOLDERS’ EQUITY
U N TA X E D R E S E R V E S Accumulated excess depreciation: Buildings and land
15
-
0,0
Machinery and equipment 13 569 243
15
0.4
0.6
Tax allocation fund, provision for taxation 2004
9.4
9.4
Tax allocation fund, provision for taxation 2005
13.0
13.0
Tax allocation fund, provision for taxation 2007
14.7
-
TOTAL UNTAXED RESERVES
37.5
23.0
1.7
1.7
1.7
1.7
PROVISIONS Deferred tax liability
12
TOTAL PROVISIONS
CURRENT LIABILITIES Non interest-bearing liabilities Accounts payable, trade Liabilities to Group companies Tax liabilities Other liabilities
2.1
1.9
192.0
164.2
-
11.5
6.1
4.5
7.6
9.3
TOTAL CURRENT LIABILITIES
207.8
191.4
TOTAL SHAREHOLDERS’ EQUITY, PROVISIONS & LIABILITIES
676.4
522.8
31.12.2006
31.12.2005
Property mortgages
7.5
7.5
TOTAL PLEDGED ASSETS
7.5
7.5
Accrued expenses and prepaid income
PLEDGED ASSETS & CONTINGENT LIABILITIES
23
Note
PLEDGED ASSETS FOR OWN LIABILITIES AND PROVISIONS
22
CONTINGENT LIABILITIES Security undertakings to the benefit of Group companies
219.7
139.4
TOTAL CONTINGENT LIABILITIES
219.7
139.4
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
49
PA R E N T C O M PA N Y C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y Restricted equity
Opening equity 01.01.05
SEK m Non-restricted equity
Share capital
Reserves
38.6
32.3
Repurchase of shares
-12.2
Group contributions received
204.3
263.0
94.5
94.5
-26.5
-26.5
-8.6
-8.6
2.4
2.4
Total changes in assets are recognised directly in shareholders’ equity, excluding transactions with owners
61.8
61.8
Profit for the year
23.5
23.5
Total changes in assets, excluding transactions with owners
85.3
85.3
-41.6
-41.6
Tax effect on Group contributions received Group contributions paid Tax effect on Group contributions paid
Paid dividends
Closing equity 31.12.2005
38.6
32.3
-12.2
248.0
306.7
Opening equity 01.01.2006
38.6
32.3
-12.2
248.0
306.7
Group contributions received
61.7
61.7
-17.3
-17.3
-3.6
-3.6
1.0
1.0
Total changes in assets are recognised directly in shareholders’ equity, excluding transactions with owners
41.8
41.8
Profit for the year
95.1
95.1
136.9
136.9
-53.0
-53.0
Tax effect on Group contributions received Group contributions paid Tax effect on Group contributions paid
Total changes in assets, excluding transactions with owners
Paid dividends Repurchase/sale of own shares
Closing equity 31.12.2006 Proposed dividends, SEK 8.50 per share
50
Sum of equity
Profit brought forward
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
38.8
38.6
32.3
26.6
38.8
331.9 65.6
429.4
PA R E N T C O M PA N Y ’ S C A S H F L O W S TAT E M E N T S E K m
2006
2005
C U R R E N T O P E R AT I O N S Profit after financial items Adjustments for items not included in the cash flow
105.9
21.4
-101.2
5.4
4.7
26.8
Paid taxes
-24.5
-13.8
CASH FLOW FROM CURRENT OPERATIONS BEFORE CHANGES IN WORKING CAPITAL
-19.8
13.0
Cash flow from changes in working capital Changes in accounts receivable Change in other operating receivables Change in accounts payable Change in other operating liabilities CASH FLOW FROM CURRENT OPERATIONS
-0.2
0.0
-30.8
-11.2
0.2
0.9
27.7
-5.1
-22.9
-2.4
INVESTMENT ACTIVITIES Sale of subsidiary
120.0
-
Acquisition of subsidiary
-29.9
-10.0
Acquisition of tangible fixed assets
-0.8
-2.0
Sale of tangible fixed assets
0.1
0.0
Sale of financial assets
2.8
-
92.2
-12.0
CASH FLOW FROM INVESTMENT ACTIVITIES
FINANCING ACTIVITIES Group contribution Dividends paid
58.1
85.9
-53.0
-41.6
Repurchase/sale of own shares
38.8
-
CASH FLOW FROM FINANCING ACTIVITIES
43.9
44.3
CASH FLOW FOR THE YEAR
113.2
29.9
Liquid funds at start of the year
107.6
77.7
Liquid funds at end of the year
220.8
107.6
Additional information, refer to Note 26
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
51
N O T E S W I T H A C C O U N T I N G P R I N C I P L E S A N D C O M M E N T S T O T H E F I N A N C I A L S TAT E M E N T S A M O U N T S I N S E K M I L L I O N U N L E S S O T H E R W I S E I N D I C AT E D
NOTE 1. ACCOUNTING PRINCIPLES COMPLIANCE WITH STANDARDS AND LEGISLATION The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and interpretations published by the International Financial Reporting Interpretations Committee (IFRIC), as approved by the European Commission and applicable in all Member States. Furthermore, the Group has applied the Swedish Financial Accounting Standards Council’s recommendation RR 30 (Supplementary Accounting Regulations for Groups). The Parent Company applies the same accounting principles as the Group, except in those cases specified below in the section “Accounting Principles of the Parent Company”. The differences between the accounting principles of the Parent Company and the Group result from restrictions on how IFRS can be implemented in the Parent Company on account of the Swedish Annual Accounts Act and the Act on Safeguarding of Pension Obligations (Tryggandelagen) and, in some cases, for fiscal reasons. REQUIREMENTS FOR PREPARING PARENT COMPANY AND GROUP FINANCIAL REPORTS The Parent Company’s functional currency is the Swedish krona (SEK), which is also the official reporting currency for the Parent Company and the Group. This means that the financial reports are presented in Swedish krona. All amounts are rounded off to the nearest million unless otherwise stated. Assets and liabilities are reported at the historical acquisition value, except for certain financial assets and derivate instruments that are valued at their fair value. Financial instruments, which are valued at their fair value, consist of financial assets classified as financial assets valued at fair value via the income statement or as financial assets that can be sold. Fixed assets and divestment groups that are held for sale are reported at the lowest of the previously reported value and the fair value after deductions for sales costs. To prepare the financial statements in accordance with the IFRS, the management must make assessments, estimates and assumptions that affect the application of the accounting principles and the reported amounts pertaining to assets, liabilities, income and expenses. These estimates and assumptions are based on historical experience and a number of other factors that are deemed reasonable and prudent at the time they are made. The results of these estimates and assumptions are then used to assess the reported value of assets and liabilities that cannot clearly be determined from other sources. Consequently, actual outcomes may differ from these estimates and assessments. The estimates and assumptions are regularly reviewed. Changes in estimates are reported in the period in which the change is made, if the change affects that period only, or in the period in which the change is made and future periods if the change affects both the current and future periods. Assessments made by the management in
52
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
the application of IFRS that have a significant impact on the financial statements, and estimates and which may give rise to significant adjustments in future financial statements are described in detail in Note 29. The consolidated accounting principles outlined below have been applied consistently throughout the periods reported in the Group’s financial reports unless otherwise stipulated below. Consolidated accounting principles have also been applied consistently to the accounting and consolidation of the Parent Company, subsidiaries and associated companies. None of the accounting principles have been altered in 2006 as compared with the annual report for 2005. CHANGES IN ACCOUNTING PRINCIPLES 2007 Certain new or amended standards and new interpretations take effect as of financial year 2007, and have not been adopted in advance when preparing these financial statements. In its reports for 2007, the Group will be affected to a limited extent by the application of IFRS 7, Financial instruments: Information and related amendments in IAS 1, Presentation of Financial Statements. The new regulations demand more information about capital as well as about financial instruments and financial risks. CLASSIFICATION, ETC. Fixed assets and long-term liabilities essentially consist only of amounts that can be expected to be recovered or paid more than twelve months after the balance sheet date. Current assets and current liabilities essentially consist only of amounts expected to be recovered or paid within twelve months from the balance sheet date. SEGMENT REPORTING A segment is a part of the Group which is identifiable for accounting purposes that either produces products or services (business segments), or goods or services in a given economic environment (geographic segment) that are exposed to risks and opportunities that differ from other segments. Segment information is presented only for the Group in accordance with IAS 14. CONSOLIDATION PRINCIPLES FOR SUBSIDIARY COMPANIES Subsidiaries are those businesses over which OEM International AB has a controlling influence. Control influence means the controlling entity has the direct or indirect right to structure the company’s financial and operating strategies to obtain economic advantages. When determining whether a controlling influence exists, potential voting equity that can be used or converted without delay should be taken into account. Subsidiaries are reported in line with the acquisition method. The acquisition method means that the acquisition of a subsidiary is regarded as a transaction through which the Group indirectly acquires the subsidiary’s assets and assumes its liabilities and contingent liabilities. The method determines the acquisition value
of the shares or business, the fair value of acquired identifiable assets on the acquisition date, and assumed liabilities and contingent liabilities. The acquisition value of the subsidiary’s shares and business respectively is determined by the fair values on the transfer date for assets, incurred or assumed liabilities and equity instruments issued in exchange for the acquired net assets and transaction-related costs that are directly attributable to the acquisition. If the acquisition value exceeds the net value of the acquired company’s assets, assumed liabilities and contingent liabilities, the difference is reported as goodwill. A negative difference is recognised directly in the income statement. The financial statements of the subsidiaries are included in the consolidated financial statements from the effective date of acquisition until the day that controlling influence ceases. CONSOLIDATION PRINCIPLES FOR ASSOCIATED COMPANIES Associated companies are companies in which the Group exercises substantial, but not controlling influence over the operational and financial management, generally through a holding of between 20% and 50% of the voting rights. From the date on which the Group acquires substantial influence, holdings in associated companies are reported in the consolidated financial statements according to the equity method. The equity method means that the value of the shares in the associated companies reported in the consolidated accounts corresponds to the Group’s share in the associated companies’ equity, the consolidated goodwill and other residual values that might exist in the consolidated fair value adjustments. In the consolidated income statement, the Group’s share in the associated companies’ net earnings after tax and minority interest adjusted for depreciation, write-downs or resolution of acquired fair value adjustments respectively is reported under “Participations in associated companies”. Dividends obtained from the associated company reduce the booked value of the investment. On acquisition, any differences between the acquisition value of the holding and the owning company’s share of the net fair value of the associated company’s identifiable assets, liabilities and contingent liabilities are reported in accordance with IFRS 3 “Business Combinations”. When the Group’s share of reported losses in the associated company exceeds the reported value of the shares in the Group, the value of the shares is reduced to zero. Deductions for losses are also made against unsecured, long-term financial transactions which, in their financial sense, constitute part of the owning company’s net investment in the associated company. Further losses are not reported, unless the Group has undertaken to cover losses arising in the associated company. The equity method is adopted until the substantial influence is no longer exercised.
TRANSACTIONS TO BE ELIMINATED ON CONSOLIDATION All intra-Group receivables and liabilities, income or expenses, and unrealised gains or losses arising from intra-Group transactions between Group companies are eliminated in their entirety when preparing the consolidated financial statements. Unrealised gains arising from transactions with associated companies are eliminated to an extent that corresponds to the Group’s share of ownership of the company. Unrealised losses are eliminated in the same way as unrealised gains, but only if there is no indication of impairment. FOREIGN CURRENCY Transactions in foreign currencies Functional currency is the currency that applies in the primary economic environments in which the Group companies operate. Transactions in foreign currencies are translated to the functional currency at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency at the exchange rate prevailing on balance sheet date. Exchange rate differences resulting from translations are reported in the income statement. Exchange rate differences regarding operating assets and liabilities are reported in the operating income, while changes in value attributable to financial assets and liabilities are reported in net financial items. Non-monetary assets and liabilities reported at their historical acquisition values are translated at the exchange rate prevailing on the date of the transaction. Non-monetary assets and liabilities carried at fair value are translated to the functional currency at the rate prevailing at the date when the fair value was determined. Exchange rate fluctuations are then reported in the same way as other changes in value with regard to assets or liabilities. Foreign entities’ financial reports Assets and liabilities in foreign entities, including goodwill and other corporate fair value adjustments, are translated to Swedish kronor (SEK) at the exchange rate prevailing on the balance sheet date. Revenue and expenses in foreign entities are translated to Swedish kronor (SEK) at an average rate that represents an approximation of the rates that applied when each transaction took place. Differences that arise when translating currency in foreign entities are recognised immediately in shareholders’ equity as a translation reserve. The translation reserve includes the translation difference accumulated as of 1 January 2004. When a foreign entity is divested, the accumulated translation differences related to the entity are realised in the consolidated income statement. INCOME Sale of goods Income includes only the gross inflow of economic benefits that the company receives or can receive for its own benefit. Revenue from the sale of goods is booked as income when the company has transferred to the purchaser to the essential risks and benefits associated with ownership of the goods. If there is considerable uncertainty in terms of payment, attached
costs or risk for returns and if the seller retains involvement with the ongoing administration which is usually associated with ownership revenue is not taken up as income. Income is booked at the fair value of what has been received or will be received with deductions for discounts. Amounts collected for the benefit of another are not included in the company’s income but instead constitute received commission. Sales of services and similar assignments Income from the sale of services is booked in the income statement when the service is supplied based on the degree of completion on balance sheet date. The degree of completion is determined on the basis of costs that have been incurred in relation to the total calculated costs for the assignment. Income from the sale of services and similar assignments is reported as revenue when the following conditions are met: • The income attributable to the assignment can be calculated in a reliable way. • It is likely that payment corresponding to the completed assignment will flow to the company. • The costs that have occurred and the costs that remain to complete the assignment can be calculated in a reliable manner. If it is considered probable that the combined costs for an assignment will exceed the total costs, the incurred loss must be immediately reported in full as a cost. OPERATING EXPENSES AND FINANCIAL INCOME AND EXPENSES Operational leasing agreements Payments for operational leasing agreements are reported in the income statement on a straight-line basis over the period of the leasing agreement. Benefits obtained on signing an agreement are reported as part of the overall leasing cost in the income statement. Financial leasing agreement The minimum leasing fees are allocated to interest expenses and amortisation of the outstanding liability. The interest expenses are distributed over the period of the lease, so that each accounting period is charged with an amount corresponding to a fixed rate of interest for the liability reported in the respective period. Variable payments are entered as expenses in the periods they occur. Financial income and expenses Financial income and expenses include interest revenue from bank assets, receivables and interest-bearing securities, interest expenses related to loans, dividend incomes, exchange rate differences attributable to financial investments and financing activities, unrealised and realised gains and losses on financial investments, and derivative instruments used in financial operations. Interest revenue from receivables and interest expenses related to liabilities are calculated using the effective interest method. The effective interest is the rate that ensures that the current value of all estimated future receipts and payments during the expected interest duration is the same as the reported value of the receivable or the liability. The interest element of financial leasing payments is reported in the income statement by using the effective interest method.
Interest revenue and interest expenses respectively include a periodic amount of transaction expenses and discounts, where applicable, premiums and other differences between the original reported value of the receivable and liability respectively and the amount received on maturity and the estimated future receipts and payments during the term of the agreement. Dividend income is reported when the right to retain payment has been established. The Group and the Parent Company do not capitalise interest in the acquisition value of assets. TAXES Income tax consists of current tax and deferred tax. Income tax is reported in the income statement except where the underlying transactions is recognised in equity, in which case any tax effect is recognised in equity. Current tax is the tax to be paid or received for the current year with the application of the tax rates that have been established or which in practice have been adopted as of the balance sheet date. This includes adjustments of current tax attributable to prior periods. Deferred tax is calculated according to the balance sheet method on the basis of temporary differences between the carrying amounts and tax values of assets and liabilities. Temporary differences are not taken into consideration for differences relating to the initial recognition of goodwill, nor relating to the initial recognition of assets and liabilities other that are not a business acquisition which, at the time of the transaction, do not affect either accounting or taxable income. Nor are temporary differences attributable to shares in subsidiaries and associated companies that are not expected to be reversed in the foreseeable future taken into consideration. Measurement of deferred tax is based on how the carrying amount of assets or liabilities is expected to be recovered or settled. Deferred tax is calculated with application of the tax rate and regulations in effect or in practice adopted as of the balance sheet date. Deferred tax claims relating to deductible temporary differences and loss carry-forwards are only reported to the extent that it is likely that they can be utilised. The value of the deferred tax claims is reduced when it is no longer deemed likely that they can be utilised. FINANCIAL INSTRUMENTS Financial instruments reported in the balance sheet include as assets cash and cash equivalents, loan receivables, accounts receivable and financial investments. Accounts payable and loan liabilities are reported as liabilities. A financial asset or financial liability is included in the balance sheet when the company is party to the instrument’s conditions of agreement. Liabilities are included when the counterparty has performed and there is a contractual liability to pay, even if the invoice has not been received. A financial asset (or part thereof) is removed from the balance sheet when the contractual rights are realised, expire or the company transfers, in all essentials, the risks and benefits associated with ownership. A financial liability (or part thereof) is removed from the balance sheet when the contractual liability is fulfilled or otherwise discharged. Borrowing and investments are reported
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
53
when the transaction is carried out (settlement date accounting), while derivative instruments are reported when the agreement has been entered into (trade date accounting). A financial asset and a financial liability are offset and reported in the balance sheet as a net amount only when there is a legal right to set off the amount and an intention to adjust the items with a net amount or, at the same time, realise the asset and settle the liability. Financial instruments are reported initially at an acquisition value corresponding to the fair value of the instrument plus transaction expenses for all financial instruments, except those instruments categorised as financial assets reported at their fair value in the income statement, which are reported at their fair value excluding transaction expenses. The financial instruments are classified in the first accounts according to the purpose of the acquisition of the financial instrument. The fair value of listed financial assets corresponds to the asset’s listed bid price on the balance sheet date. The fair price of unlisted financial assets is established by applying valuation techniques such as recently completed transactions, prices of similar instruments and discounted cash flow. Accounts receivable and other current and long-term receivables Receivables, that are not derivatives, with payments that can be scheduled, and that are not listed on an active market, are reported at the accrued acquisition value according to the effective interest method. Accounts receivable and other current receivables that normally have a remaining duration of less than twelve months are reported at nominal value. A receivable is individually assessed with regard to its estimated loss risk and is entered at the amount it is expected to generate. Impairments are made where necessary and are reported in the income statement. Financial investments Financial investments and derivatives are categorised as financial assets valued at fair value in the income statement. This category has two subgroups: financial assets held for trading and other financial assets that the Company initially chose to include in this category. A financial asset is classified as being held for trading if it was acquired for the purpose of being sold in the short term. To the second subgroup, the company has chosen to attribute financial assets which, according to the management’s risk management and investment strategy, are administered and evaluated based on the fair value. These assets include financial investments in equity instruments and interest-bearing securities. Financial investments are valued continuously at fair value, with changes in value being reported in the income statement in net financial items. Derivative instruments Derivative instruments include forward exchange contracts and currency options to cover risks associated with changes in exchange rates. Derivatives are also contractual terms that are embedded in other agreements. Embedded derivatives are recognised separately if they are not closely related to the host contract. Value changes in derivative instruments, standalone
54
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
and embedded, are reported in the income statement. The Group does not use derivatives for hedging purposes. Value changes in derivative instruments are reported as income and expenses in the operating income or in net financial items, based on the intended use of the derivative instrument and how this use is related to an operating item or a financial item. Liquid funds Liquid funds are cash and immediately available credit in banks and similar institutions, plus current liquid investments with a term of less than three months, from the date of acquisition, which are only exposed to insignificant risk for fluctuations in value. The cash and bank balance is reported at accrued acquisition value. The definition of liquid funds in the cash flow statement corresponds with liquid funds in the balance sheet. Interest-bearing liabilities Loans are reported continuously at accrued acquisition value, which means that the value is adjusted through discounts, where applicable, or premiums when the loan is taken and costs when borrowing is spread over the expected term of the loan. The scheduling is calculated on the basis of the initial interest rate of the loan. Gain and loss arising when the loan is settled are reported in the income statement. Accounts payable and other operating liabilities Liabilities are reported at the accrued acquisition value which is determined from the effective interest that was calculated at the time of acquisition which normally implies nominal value. TANGIBLE FIXED ASSETS Owned assets Tangible fixed assets are reported as assets in the balance sheet if it is likely that future economic benefits shall accrue to the Company and the acquisition value of the asset can be calculated in a reliable way. Tangible fixed assets are reported at acquisition value after deductions for accumulated depreciation and impairment costs. The acquisition price includes the purchase price including expenses directly attributable to putting the asset into place and condition to be used as intended by the acquisition. Directly attributable costs, which are included in the acquisition value, are the cost of delivery and handling, installation, title deeds, consultancy services and legal services. Loan expenses are not included in the acquisition value for fixed assets produced by the Company. The accounting principles for impairment are described below. The carrying amount of a tangible fixed asset is removed from the balance sheet on the disposal or retirement of the asset, or when no future economic benefits are expected from its use or disposal/retirement. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset, less direct sales costs. The gain or loss is recognised in other operating income/cost. Leased assets Leasing is classified in the consolidated financial statements either as capital or operating lease. In a capital lease, the financial risks and benefits
associated with the ownership are essentially transferred to the lessee, otherwise it is an operating lease. Assets leased under a capital lease have been reported as assets in the Group balance sheet. The obligation to pay future lease fees has been reported as long-term and current liabilities. The leased assets are depreciated according to plan, and the leasing payments are reported as interest and depreciation of liabilities. With an operating lease, the lease fee is entered as an expense during the leasing period starting from the date of utilisation, which may differ from what has actually been paid as a lease fee during the year. Subsequent expenditure Subsequent expenditure is added to the acquisition value only if it is likely that the future economic benefits associated with the asset will flow to the enterprise and the acquisition value can be calculated in a reliable manner. All other subsequent expenditure is reported as an expense in the period it is incurred. When determining whether subsequent expenditure should be added to the acquisition value, it is crucial to know if the expense is intended for the replacement of identified components, or parts thereof, in which case such expenses are set up as assets. Even in those cases when a new component has been constructed, the expense is added to the acquisition value. Any undepreciated values reported for replaced components, or parts of components, are discarded and charged to expenses when the component is replaced. Repairs are charged to expenses as incurred. Depreciation principles Straight-line depreciation is applied over the estimated utilisation period of the assets. Land is not depreciated. The Group applies component depreciation, meaning that the estimated useful life of components forms the basis for depreciation. Estimates of useful life: • buildings, business property see below • land improvements 20 years • machinery & other technical facilities 5-10 years • equipment, tools & installations 3-10 years Business property consists of a number of components with different useful lives. The main group is buildings and land. Land is not depreciated as its useful life is considered to be indefinite. The buildings consist of a number of components with different useful lives. These components have estimated useful lives of between 20 and 100 years. The following main groups of components have been identified and form the basis for depreciation of buildings: • Frame 100 years • Frame extensions, interior walls, etc. 30 years • Installations, heating, electricity, water & sanitation facilities, ventilation, etc. 20-32 years • External surfaces, walls, roof, etc. 20-50 years The depreciation methods and residual value of the assets and useful life are reviewed at the close of every year.
INTANGIBLE FIXED ASSETS Goodwill Goodwill represents the difference between the acquisition value of a business acquisition and the fair value of the acquired assets, assumed liabilities and contingent liabilities. In respect of goodwill in acquisitions that were made before January 1, 2004, the Group has not adopted IFRS retroactively on transition to IFRS. Instead, the reported value in the future will be the acquisition value for the Group, after impairment testing (see Note 11). Goodwill is valued at the acquisition value less any accumulated impairment costs. Goodwill is valued at the acquisition value less any accumulated impairment costs. Goodwill is distributed to the cash-generating units. Goodwill arising from the acquisition of associated companies is included in the reported value of participations in associated companies. If the acquisition value is less than the net value of the acquired company’s assets and assumed liabilities and contingent liabilities, the difference is recognised immediately in the income statement. Other intangible fixed assets Other intangible assets acquired by the Group are reported at the acquisition value minus the accumulated depreciation (see below) and impairment (see accounting principles). The expenses of internally generated goodwill and internally generated trademarks are reported in the income statement as the costs are incurred. Subsequent expenditure Subsequent expenditure on intangible assets is reported as an asset in the balance sheet only when it increases the future economic benefits of the specific asset to which it relates. All other expenditure is recognised as an expense when incurred. Amortisation Amortisation is reported in the income statement on a straight-line basis over the estimated utilisation period of the assets, unless such utilisation periods are undetermined. Intangible fixed assets with an undetermined utilisation period are assessed annually for impairment or as soon as indications arise that suggest the asset in question has dropped in value. The useful life of the assets are reviewed annually at least, refer also to Notes 13 and 14. INVENTORIES Inventories are valued at the lowest of the acquisition value and net realisable value. The net realisable value is the estimated sales price in the current operations after deductions for estimated costs for completion and for realising a sale. The first-in, first-out method (FIFO) is applied in estimating inventories. The acquisition value of in-house manufactured semi-finished and finished products consists of the direct manufacturing costs and a reasonable share of the indirect manufacturing costs. Normal capacity utilisation considered for valuation purposes. IMPAIRMENT The reported values of the Group’s assets are tested on each balance sheet day for any indication of impairment. Below is a description of the impairment test performed for tangible and intangible fixed assets, shares in subsidiaries
and associated companies, as well as financial assets. Assets for sale and divestment groups, inventory and deferred tax claims are exempt. The reported value of the exempt assets is assessed in accordance with the respective accounting standards. Impairment tests for tangible and intangible assets as well as shares in subsidiaries and associated companies If there is any indication of impairment, then the asset’s recoverable value is calculated, according to IAS 36 (see below). The recoverable value for goodwill and other intangible assets with undetermined utilisation period is calculated annually. If essentially independent cash flow cannot be isolated for individual assets, then the assets are grouped at the lowest levels where essentially independent cash flows can be identified — a so-called cash-generating unit. An impairment loss is recognised when the carrying amount of an asset or cash-generating unit, or pool of units, exceeds its recoverable value. Impairment losses are charged against the income statement. Impairment losses attributable to a cash-generating unit, or pool of units, are mainly allocated to goodwill. They are thereafter divided proportionately among other assets in the unit (pool of units). The recoverable value is the highest of the fair value minus sales expenses and utilisation value. Utilisation value is measured by discounting future cash flows using a discounting factor that takes into account the risk-free rate of interest and the risk associated with the specific asset. Impairment test for financial assets All financial assets except those categorised as financial assets valued at fair value via the income statement are tested for impairment. For each report, the company assesses if there is objective proof that indicates impairment of a financial asset or group of financial assets. A financial asset has impairment only if objective proof indicates that one or more events have occurred that have an effect on the financial asset’s future cash flows, if these can be reliably calculated. The recoverable value for the assets categorised as loan receivables and accounts receivable reported at accrued acquisition value are calculated as current value of the future cash flow discounted by the effective interest that applied when the asset was reported the first time. Assets with a short term are not discounted. Impairment losses are charged against the income statement. Reversal of depreciation/amortisation An impairment is reversed if there is both an indication that the impairment no longer exists and there has been a change in the assumptions that served as the basis for determining the recoverable amount. Impairment goodwill is however never reversed. Impairment is reversed only to the extent the carrying amount of the assets following the reversal does not exceed the carrying amount that the asset would have had if the impairment had not been recognised, taking into account the amortisation that would have been recognised. Impairment of loan receivables and accounts receivables reported at accrued acquisition value are reversed if a later increase in the recoverable amount can objectively be attributed to an event that occurred after the write-down was made.
SHAREHOLDERS’ EQUITY Repurchase of shares Ownership of own shares and other equity instruments are reported as a reduction of shareholders’ equity. Purchase of such instruments is reported as a deduction from shareholder’s equity. Payment from sales of equity instruments is reported as an increase of shareholder’s equity. Any transaction expenses are recognised directly against shareholders’ equity. Paid dividends Dividends are recognised as a liability after the Annual General Meeting has approved the dividend. EARNINGS PER SHARE Earnings per share consist of the Group’s net earnings for the year attributable to the Parent Company’s shareholders and the weighted average number of shares outstanding during the year. When calculating earnings per share after dilution, the earnings and the average number of shares are adjusted to take into account the effects of diluting potential ordinary shares, which during the reported periods stem from options issued to employees. EMPLOYEE BENEFITS Defined-contribution pension plans Defined-contribution pension plans are classified as those plans for which OEM only pays fixed amounts and has no obligation to pay additional amounts if the plan’s assets are insufficient and the employee takes the risk for future pension levels. Obligations concerning the amounts to the defined-contribution plans are reported as an expense in the income statement at the rate they are earned as the employees perform their work. Defined-benefit pension plans The Group’s net obligation regarding definedbenefit pension plans is calculated separately for each plan by estimating the future compensation that the employees have earned through their employment in both present and previous periods; this compensation is discounted to current value and the fair value of any investment assets is deducted. The discount rate is the interest rate on balance sheet date for a first-class corporate bond with a maturity corresponding to the Group’s pension obligations. When there is no active market for such corporate bonds, the market interest rate on government bonds with a similar maturity is used instead. Calculations are carried out by a qualified actuary using the projected unit credit method. When the calculation leads to an asset for the group, the carrying amount of the asset is limited to the net of unrecognised actuarial losses and unrecognised costs associated with employment in previous periods and the current value of future repayments from the plan or reduced future payments to the plan. When the compensation in a plan improves, the portion of the increased compensation attributable to the employee’s services in previous periods is expensed through the income statement on a straight-line basis over the average period until the compensation is fully vested. If the compensation is fully vested, an expense is reported directed in the income statement. The corridor rule is applied. The corridor rule means that the portion of the accumulated actuarial gains and losses exceeding 10% of the higher of the obligation’s current value and FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
55
the fair value of assets under management is reported over the anticipated average remaining period of employment of the employees covered by the plan. Actuarial gains and losses are otherwise not taken into account. When there is a difference between how pension expenses are determined for legal entities and the Group, a provision or receivable is reported for separate salary tax based on this difference. The current value of the provision or receivable is not calculated. Severance pay A provision is reported when employees are given notice of termination only if the company is demonstrably obligated to terminate an employment before the normal date or when remuneration is paid as an offer to encourage voluntary resignation. In such cases when the company gives notice to its employees, a detailed plan is prepared containing information about the workplace, positions and approximate number of employees implicated, as well as remuneration for each personnel category or position and the time frame for completion. PROVISIONS A provision is reported in the balance sheet when the Group has a legal or informal obligation owing to an event that has occurred and it is likely that an outflow of economic resources will be required to settle the obligation and a reliable estimate of the amount can be made. Where it is important when in time payment is made, provisions are estimated by discounting the expected future cash flow at a pre-tax interest rate that reflects current market estimates of the time value of many and, where appropriate, the risks associated with the liability. A provision for losses is reported with the underlying products or services are sold. The provision is based on historic data on losses and a total appraisal of feasible outcomes in relation to the probabilities associated with the outcome. FIXED ASSETS HELD FOR SALE AND DIVESTED BUSINESS UNITS The implication of a fixed asset (or a disposal group) classified as held for sale is that its reported value will be recovered principally through a sale and not through use. Immediately prior to classification as held for sale, the reported value of the assets (and all assets and liabilities in a disposal group) is determined in accordance with applicable accounting standards. When initially classified as held for sale, fixed assets and disposal groups are reported at the lower of their carrying amount and fair value with deductions for sales expenses. Certain balance sheet items are exempt from the valuation rules that apply for IFRS 5. On each subsequent reporting date, the fixed asset or disposal group as a whole is valued at fair value with deductions for sales expenses. Losses resulting from a change in value upon initial classification as held for sale are included in the income statement, even in the case of a revaluation. The same applies to gains or losses from subsequent re-evaluations. A divested business unit is a component of a company’s operations that represents an independent operation or significant operations within a geographic area or a subsidiary acquired exclusively with the intent to resale. 56
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
Classification as a divested business unit is made upon divestment or at a previous time when the business unit meets the criteria to be classified as held for sale. A disposal group that will be discontinued can also qualify for classification as a divested business unit if it meets the size criteria according to the above. The figures for the comparative years in the consolidated income statement and cash flow statement have been restated and presented as if the business unit sold during the current year had been sold already at the start of the comparative year (refer also to Note 5 and Note 26).
Subsidiaries and associated companies The parent company reports participation in subsidiaries and associated companies according to the acquisition value method. Only dividends received are reported as income on the condition that these stem from profits earned after the acquisition. Dividends that exceed profits earned are considered a repayment of the investment and reduce the reported value of the participation.
TOTAL CONTINGENT LIABILITIES A contingent liability is reported when there is a possible obligation that stems from past events and the existence of which will be confirmed only by one or more uncertain future events, or when there is an obligation that is not recognised as a liability or provision because it is not possible that an outflow of resources will be required.
Sale of goods and completion of service assignments In the Parent Company, income from service assignments is reported according to ÅRL 2, chapter 4 §when the service is completed. Until such time, ongoing work on behalf of another party in regard to the service assignment is reported at the lowest of the acquisition value and net sale value on balance sheet date.
PARENT COMPANY’S ACCOUNTING PRINCIPLES The Parent Company has prepared the Annual Report according to the Annual Accounts Act (1995:1554) and the Swedish Financial Accounting Council’s recommendation RR 32:05 “Reporting for Legal Entities”. Also the Swedish Financial Accounting Council’s Emerging Issues Task Force’s pronouncements for listed companies are applied. RR 32:05 means that the Parent Company in the annual report for the legal entity must apply all EU-approved IFRS and pronouncements as far as possible within the framework of the Annual Accounts Act and taking into account the connections between reporting and taxation. The recommendation specifies exemptions and additions relative to IFRS. The same accounting principles applied for the consolidated financial statements as described above have been applied to the Parent Company, except in the instances described below. Changes in accounting principles The new accounting principles have had a marginal effect on the Parent Company’s profit and financial position for the financial year. Effective 1 January 2006, the regulations in ÅRL 4, chapter 14 §a-e related to valuation of certain financial instruments at the fair value and hedge reporting will be applied, which has meant a change in the accounting principles. This means that the Parent Company by and large applies the same accounting principles for financial instruments as in the consolidated financial statements. At present, application of these regulations are not expected to have an effect on profit and financial position since the Parent Company as insignificant financial assets which will be reported at actual value and does not utilise derivative instruments. Differences between the Group’s and Parent Company’s accounting principles Differences between the Group’s and Parent Company’s accounting principles are described below. The accounting principles for the Parent Company as described below have been applied consistently to all periods presented in the Parent Company’s financial statements.
Income
Anticipated dividends Anticipated dividends from subsidiaries are reported when the parent company has sole right to determine the size of the dividend and the Parent Company has decided on the size of the dividend before the Parent Company has published its financial statements.
Tangible fixed assets Owned assets Tangible fixed assets in the Parent Company are booked at acquisition value after deductions for accumulated depreciations and impairment when applicable in the same applied for the Group but with additions for revaluation of assets when applicable. Leased assets The Parent Company reports all leasing agreements in accordance with the regulations for operating leases. Taxes The Parent Company reports untaxed reserves including deferred tax liabilities. In the consolidated financial statements however, untaxed reserves are divided among deferred tax liability and shareholders’ equity. Group contributions and owner contributions for legal entities The company reports Group contributions and owner contributions in accordance with the pronouncement from the Swedish Financial Accounting Council’s Emerging Issues Task Force. Owner contributions are booked directly against shareholders’ equity for the receiver and capitalised in shares and contributor participations, to the extent that impairment is not required. Group contributions are reported in accordance with their financial substance. This means that Group contributions issued with the purpose of minimising the Group’s total tax are reported directly against profit brought forward after deductions for their current tax effects.
N O T E 2 . A R E A S O F O P E R AT I O N A N D G E O G R A P H I C A R E A S The Group is organised into four segments, OEM Automatic, OEM Electronics, Cyncrona and Development. The Hydraulik segment was divested on 30 November and is reported as divested business unit below. For a description of activities in the business segments refer to pages 20-29 in the Annual Report. Parent Company activities are described in the Directors’ Report. Other operations include the Parent Company, owned shares in underlying companies, property companies owning operating properties where the Group conducts its own business. YEAR 2006 OEM Automatic
OEM Electronics
Cyncrona
Development
Total Other Elimination/ remaining operations Undistributed operations
Divested operations
Total
INCOME External sales
691.3
305.2
244.4
205.0
2.0
1 447.9
142.2
1 590.1
6.5
1.4
0.2
7.7
45.5
-61.3
0.0
-
0.0
697.8
306.6
244.6
212.7
47.5
-61.3
1 447.9
142.2
1 590.1
89.4
18.8
14.2
13.0
-8.7
142.2
Internal sales Total income PROFIT Operating income Other financial items Tax expenses
-
126.7
15.5
0.8
0.8
-0.3
0.5
-36.7
-36.7
-4.3
-41.0
79.9
79.9
90.8
181.6
Profit divested business unit Profit/Loss
89.4
18.8
14.2
13.0
-8.7
-35.9
90.8
O T H E R I N F O R M AT I O N Assets
248.9
102.9
134.3
107.0
562.8
-211.6
944.3
Liabilities
157.5
72.5
82.3
57.5
147.9
-231.4
286.3
10.2
-
-
-
-
-
10.2
4.1
0.8
0.8
1.6
33.0
-
40.3
-
-
-
-
-
-
-
-1.5
-
-
-
-
-
-1.5
-2.5
-0.5
-1.5
-1.5
-5.7
-
-11.7
Investments intangible fixed assets Investments tangible fixed assets Amortisation of goodwill Amortisation of intangible fixed assets Depreciation of tangible fixed assets
YEAR 2005 OEM Automatic
OEM Electronics
Cyncrona
Development
Total Other Elimination/ remaining operations Undistributed operations
Divested operations
Total
INCOME External sales Internal sales Total income
601.2
302.1
284.3
166.5
12.2
1 366.3
158.5
3.6
2.5
0.0
5.3
42.7
-54.1
0.0
0.0
1 524.8 0.0
604.8
304.6
284.3
171.8
54.9
-54.1
1 366.3
158.5
1 524.8
74.7
24.7
18.5
5.1
-13.9
120.3
PROFIT Operating income Other financial items Tax expenses Profit/Loss
74.7
-
109.1
11.2
3.5
3.5
-0.2
3.3
-31.0
-31.0
-3.8
-34.8
24.7
18.5
5.1
-13.9
-27.5
81.6
7.2
88.8
O T H E R I N F O R M AT I O N Assets
174.1
99.7
101.6
84.4
476.1
-258.1
677.8
69.0
746.8
Liabilities
126.7
60.3
46.6
53.1
81.9
-158.0
210.6
40.0
250.6
-
-
-
-
9.9
-
9.9
-
9.9
2.7
0.6
2.2
1.5
13.5
-
20.5
0.8
21.3
-
0.9
-
-
-
-
0.9
-
0.9
-
-
-
-
1.1
-
1.1
-
1.1
2.0
0.5
1.8
0.9
6.8
-
12.0
0.5
12.5
Investments intangible fixed assets Investments tangible fixed assets Amortisation of goodwill Amortisation of intangible fixed assets Depreciation of tangible fixed assets
FINANCIAL REPORTING â?š OEM ANNUAL REPORT 2006
57
( C O N T. N O T E 2 ) GEOGRAPHIC AREAS External sales 2006
Assets
2005
2006
Liabilities
2005
2006
Investments
2005
2006
2005
Remaining business units Sweden
851.3
792.3
610.3
438.0
97.3
91.3
22.4
15.7
Denmark
67.0
57.4
39.3
29.7
24.9
15.6
0.2
0.2
United Kingdom
65.9
60.0
50.0
51.6
18.9
19.4
0.4
0.1
320.8
364.8
153.4
123.9
101.1
65.4
16.5
2.6
6.8
7.3
8.2
8.5
2.4
3.8
0.0
1.1
-
12.6
-
-
-
-
-
0.0
Norway
80.7
42.0
43.5
14.9
27.4
5.3
0.3
0.1
Poland
34.7
29.9
11.0
10.7
6.4
8.5
0.1
0.6
Estonia
-
0.0
3.5
0.5
3.1
1.3
0.4
0.1
20.7
-
25.1
-
4.8
-
0.0
-
1,447.9
1, 366.3
944.3
677.8
286.3
210.6
40.3
20.5
142.2
158.5
-
69.0
-
40.0
1 590.1
1 524.8
944.3
746.8
286.3
250.6
Finland The Netherlands Italy
Czech Republic Total remaining business units
Divested business units Sweden Total
0.8 40.3
21.3
N O T E 3 . O T H E R O P E R AT I N G I N C O M E THE GROUP 2006
PARENT COMPANY 2005
2006
2005
Capital gain tenant-owner right
1.8
-
1.8
-
Capital gain property
0.7
-
-
-
Total
2.5
-
1.8
-
N O T E 4 . A C Q U I S I T I O N O F O P E R AT I O N S On 12 April 2006, the Group acquired 100% of the shares in EIG spol. s.r.o., subsequently name changed to EIG — OEM Automatic spol. s.r.o. for EUR 3.2 million. The company operates in the Czech Republic. 90% was paid cash in 2006 and the remaining 10% will be paid in 2007 in accordance with the agreement. The company trades in automation components and has been in business since 1990. It represents several of company group OEM Automatic’s most important suppliers, thereby generating significant synergy effects. During the first nine months that followed the acquisition, the subsidiary contributed SEK 1.8 million to the Group’s profit in 2006. If the acquisition had been made per 1 January, the effect on the Group’s profit would have been SEK 4.3 million. EFFECTS OF THE ACQUISITION Net assets of the acquired company on acquisition (SEK m):
Tangible fixed assets Intangible fixed assets
Fair value adjustment
Fair value in the Group
6.1
5.7
11.8
-
11.1
11.1
Inventories
4.6
4.6
Accounts receivable and other receivables
4.4
4.4
Liquid funds
7.3
Latent tax liabilities Accounts payable and other liabilities Net identifiable assets and liabilities
-
7.3 -4.1
-4.1
12.7
29.9
-5.2 17.2
-5.2
Group goodwill
-
Purchase price
-29.9
Due in accordance with agreement Cash and bank balance (acquired) Net cash flow Other information about intangible assets, refer to Note 14. 58
Booked value in OEM Automatic spol.s.r.o.
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
-3.0 7.3 -19.6
NOTE 5. DIVESTED BUSINESS UNITS On 30 November, the Group sold the Hydraulik group comprised of JMS Systemhydraulik AB and affiliated property company, Fastighets AB Hydraulen, where the company conducts its business activities in Borås. Hydraulik was an independent operating segment, refer to Note 2. The criteria for presentation as a divested business unit was not reached on 31 December 2005 and the comparative figures have therefore been restated to show the divested business unit separate from the continued operations. The Board’s plan to divest the business unit was adopted during the second half of 2006 together with a decision that JMS Systemhydraulik AB is a relatively small player on a large market, one which is concentrated to a few major players. The purchase price was SEK 120 million.
PROFIT FROM DIVESTED BUSINESS UNITS 2006
2005
Income
142.2
158.5
Trading goods
-92.6
-105.5
Other expenses
-8.9
-14.7
-24.4
-26.3
Depreciation of tangible fixed assets
-0.8
-0.8
Financial expenses
-0.3
-0.2
Profit before tax
15.2
11.0
Tax
-4.3
-3.8
Profit after tax but before the profit of selling the divested business units
10.9
7.2
Profit from selling divested business units after tax
79.9
-
Profit from divested business units, net after tax
90.8
7.2
before dilution, SEK
11.76
0.92
after dilution, SEK
11.71
0.92
Personnel expenses
Earnings per share from remaining business units
EFFECT ON INDIVIDUAL ASSETS AND LIABILITIES IN THE GROUP OF THE SALE Intangible fixed assets
2006
-6.4
Tangible fixed assets
-10.1
Inventories
-28.1
Accounts receivable
-27.2
Other receivables
-2.0
Liquid funds
-0.8
Deferred tax liabilities Accounts payable, trade Other liabilities
0.5 17.0 28.4
Divested assets and liabilities, net
-28.7
Purchase price
120.0
Deducted: Not paid 2006, to be paid 2007
-45.6 74.4
Deducted: Liquid funds in the divested business units
-0.8
Impact on liquid funds
73.6
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
59
NOTE 6. EMPLOYEES AND PERSONNEL EXPENSES
AVERAGE NO. OF EMPLOYEES
2006
Whereof men
2005
Whereof men
PA R E N T C O M PA N Y Sweden
19
79%
21
81%
SUBSIDIARIES Sweden
299
79%
278
82%
Denmark
22
73%
26
73%
United Kingdom
29
90%
29
86%
Finland
90
81%
89
80% 50%
The Netherlands
2
50%
2
Czech Republic
8
88%
-
-
China
18
89%
12
92%
Norway
18
83%
18
83%
Poland
23
78%
17
76%
Estonia
3
100%
2
100%
Total in subsidiaries
512
80%
473
81%
Group total
531
80%
494
81%
S A L A R I E S , O T H E R R E M U N E R AT I O N A N D S O C I A L S E C U R I T Y E X P E N S E S
2006 Salaries and remuneration
Parent company (Whereof pension expenses)
Subsidiaries
(Whereof pension expenses)
Social security expenses
Salaries and remuneration
Social security expenses
14.1
7.2
15.9
8.2
1)
(2.4)
1)
(2.4)
63.2
146.5
160.8
(Whereof pension expenses)
Group total
2005
(15.0)
51.1 (12.8)
174.9
70.4
162.4
59.3
2)
(17.4)
2)
(15.2)
1) SEK 0.6 million (last year SEK 0.4 million) of Parent Company pension expenses relate to the Group’s Board of Directors and Managing Director. There are no pension obligations for this group. 2) SEK 2.8 million (last year SEK 2.4 million) of Group pension expenses relate to the Group’s Board of Directors and Managing Director. There are no pension obligations for this group.
60
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
S A L A R I E S A N D O T H E R R E M U N E R AT I O N D I S T R I B U T E D P E R C O U N T RY A N D B E T W E E N BOARD MEMBERS, ETC. AND OTHER EMPLOYEES 2006 Board and Managing Director
2005 Other employees
Board and Managing Director
Other employees
PA R E N T C O M PA N Y Sweden (Whereof bonus)
3.7
10.4
(0.6)
4.1
11.9
(1.0)
SUBSIDIARIES Sweden (Whereof bonus)
Denmark (Whereof bonus)
5.1
0.8
0.8
(Whereof bonus)
(0.1)
(Whereof bonus)
3.2
0.6
(Whereof bonus)
(0.1)
Norway (Whereof bonus) China (Whereof bonus) Poland (Whereof bonus) Estonia
1.9
-
-
Czech Republic
0.4
(Whereof bonus)
(0)
Group total (Whereof bonus)
REMUNERATION FOR SENIOR EXECUTIVES AND BOARD MEMBERS Board of Directors Remuneration has been paid to the Board to the amount of SEK 1.0 million, of which the Chairman, Hans Franzén, received SEK 0.4 million and other members each received SEK 0.1 million. CEO/Managing Director Salary and other benefits paid to the Managing Director amounted to SEK 2.7 million. In addition, the Company contributed SEK 0.6 million to a retirement insurance policy. This is defined contribution. SEK 0.6 million was paid in bonus based on attained profit level which gave a 28% result for 2006. Bonus could be paid at a maximum of 50% of the annual salary. The period of notice for the Managing Director is 24 months from the Company’s side, with the obligation to work, and 6 months from the Managing Director’s
13.5
28.0
(2.2)
side. Retirement age for the Managing Director is 60 years. CEO/ Managing Director’s salary and remuneration is set by the Board. Other Senior Executives Salaries and other benefits for senior management, excluding the Managing Director (6 people) in 2006 amounted to SEK 6.0 million. Contribution-based pension premiums amounted to SEK 1.1 million. Bonus amounted to SEK 0.9 million but can be paid to a maximum of 40 percent of the annual salary based on attained results. The period of notice for other senior executives is maximum 12 months from the company’s side, with the obligation to work, and maximum 6 months from the employee’s side. If the company serves notice after the age of 55 years, a further maximum of 6 months salary is paid. Retirement age for other senior executives is between 60 and 65 years.
12.1
0.7
7.7
3.5
26.8
(0.8) 0.3
0.6
0.2
(0.2) 9.5
1.7
6.2
(0.2) 0.4
-
0.2
(-) 3.1
0.7
2.6
(0.1) 0.4
-
0.2
(-) 0.8
-
-
(-)
147.3
(1.6) 17.2
0.7
(0.0)
(0.1)
(-)
(Whereof bonus)
8.4
(-) 0.7
77.8
(-)
(0.3)
(Whereof bonus)
Subsidiaries total
9.9
(0.6)
The Netherlands
4.7 (0.3)
(0.1)
United Kingdom
Finland
86.5
(0.3)
12.6
133.8
(1.6) 157.7
16.7
145.7
(2.6)
Options issued to Senior executives In 2003, OEM International introduced an incentive program in accordance with the Annual General Meeting’s resolution. The program is an option scheme directed at other senior executives within the Group. 40,000 share options were issued on the basis of repurchased B shares held by the Company. The maximum allocation per person is 10,000 options each. Each purchase option entitled the holder to purchase one (1) share in the company at a price of SEK 120 between August and November 2006. The purchase options are transferred at market price calculated by an independent appraisal institute. The retained option premium is reported as an increase in non-restricted equity. Because the price was the market value the agreements are not associated with any costs to OEM. All options have been utilised during the above period. There are no outstanding options as per the turn of the year.
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
61
( C O N T. N O T E 6 )
S I C K L E A V E PA R E N T C O M PA N Y 2006
2005
Total sick leave as a proportion of normal working hours
1.3%
0.5%
Proportion of total sick leave that refers to continuous sick leave of 60 days or more
0.0%
0.0%
Men
0.4%
0.3%
Women
4.4%
1.6%
29 years old or younger
0.0%
0.0%
30-49 years
0.7%
0.6%
50 years old or older
4.3%
0.0%
SICK LEAVE AS A PROPORTION OF EACH GROUP’S NORMAL WORKING HOURS Sick leave by gender:
S I C K L E A V E B Y A G E C AT E G O RY:
GENDER DISTRIBUTION THE GROUP
PARENT COMPANY
(Share of women) 2006
(Share of women) 2005
2006
2005
Board of Directors
0%
0%
0%
0%
Other Senior Executives
0%
0%
0%
0%
FEES AND REIMBURSEMENT OF EXPENSES TO THE AUDITORS
THE GROUP 2006
PARENT COMPANY 2005
2006
2005
KPMG Audit assignments
1.1
1.0
0.2
0.2
Other assignments
0.1
0.1
0.1
0.1
0.3
0.3
OTHER AUDITORS Audit assignments
0.6
0.6
Total
1.8
1.7
Audit assignments refers to examining the annual report and accounts, and the administration by the Board and the Managing Director, any other tasks that fall to the Company’s auditors, and providing counsel or any other contribution brought about by observations during that review, or in performing other such tasks. All else falls under other assignments.
N O T E 7 . D E P R E C I AT I O N / I M PA I R M E N T O F TA N G I B L E A N D I N TA N G I B L E F I X E D A S S E T S THE GROUP 2006
Goodwill, impairment
2006
2005
-
-0.9
-
Intangible fixed assets, amortisation
-1.5
-
-
-
Buildings and land, depreciation
-2.8
-2.7
-0.6
-0.6
Equipment, tools and installations, depreciation
-9.2
-9.0
-1.2
-1.1
-13.5
-12.6
-1.8
-1.7
Total
62
PARENT COMPANY 2005
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
-
N O T E 8 . I N C O M E F R O M S H A R E S I N G R O U P C O M PA N I E S PARENT COMPANY 2006
Dividends received
2005
2.7
Capital gain sold shares
-
-
-3.5
104.2
28.5
Write-off shares Total
32.0
101.5
N O T E 9 . S H A R E S I N E A R N I N G S O F A S S O C I AT E D C O M PA N I E S / I N C O M E F R O M S H A R E S I N A S S O C I AT E D C O M PA N I E S THE GROUP 2006
Dividends received
PARENT COMPANY 2005
2006
2005
-
-
1.0
1.1
Income from shares in associated companies
1.0
1.3
-
-
Total
1.0
1.3
1.0
1.1
NOTE 10. FINANCIAL INCOME/OTHER INTEREST INCOME AND SIMILAR INCOME ITEMS THE GROUP 2006
PARENT COMPANY 2005
2006
2005
Interest income
2.7
2.4
2.3
Other financial items
0.8
2.7
-
2.1 -
Total
3.5
5.1
2.3
2.1
NOTE 11. FINANCIAL EXPENSES/INTEREST EXPENSES AND SIMILAR INCOME ITEMS THE GROUP 2005
PARENT COMPANY 2004
2005
2004
Interest expenses
-2.4
-1.9
-0.3
Other financial expenses
-1.3
-1.0
-
-
-3.7
-2.9
-0.3
0.0
Total
0.0
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
63
N O T E 1 2 . TA X E S THE GROUP 2006
PARENT COMPANY 2005
2006
2005
Current tax
-33.9
-29.7
3.7
2.1
Deferred tax
-2.8
-1.3
0.0
-0.1
-36.7
-31.0
3.7
2.0
-16.3
-24.0
Total reported tax expenses Tax relating to items reported directly against capital
L I N K B E T W E E N TA X E X P E N S E S F O R T H E Y E A R A N D I N C O M E B E F O R E TA X
Reported income before tax
127.5
112.6
91.4
21.5
Applicable tax rate for income tax in Sweden
-35.7
-31.5
-25.6
-6.0
-0.4
-0.2
-
-
-
-
1.0
9.2
Amortisation/impairment of consolidated intangible assets Non-taxable share dividends Non-taxable gain from sale of shares in subsidiaries
-
-
28.4
-
Write-off shares
-
-
-
-1.0
-0.6
0.7
-0.1
-0.2
-36.7
-31.0
3.7
2.0
Deficit deductions
1.9
3.1
Goodwill
1.4
1.5
Other
0.6
1.0
Total deferred tax claims
3.9
5.6
Other items Total reported tax expenses
D E F E R R E D TA X C L A I M S
D E F E R R E D TA X L I A B I L I T Y
Intangible fixed assets
2.3
-
-
-
Buildings and land
7.8
4.7
1.7
1.7
Untaxed reserves Total deferred tax liability
16.5
16.9
-
-
26.6
21.6
1.7
1.7
The Group has SEK 2.3 million (2.6) in inactive deferred tax claims corresponding to deficit deduction, which, when valued in accordance with the probability principle, cannot be assumed to be usable as it is not possible to offset the surpluses against these within a reasonable period of time. Deficit deductions that are not calculated and can be used within 3 years have not been activated.
NOTE 13. GOODWILL THE GROUP 2006
2005
A C C U M U L AT E D A C Q U I S I T I O N VA L U E S At the start of the year New acquisitions
15.6
15.6
-
-
Divestments
-6.4
-
Total acquisition value
9.2
15.6
-6.2
-5.3
-
-0.9
-6.2
-6.2
3.0
9.4
A C C U M U L AT E D I M PA I R M E N T S At the start of the year Impairments Total impairments Residual value at year-end
64
OEM ANNUAL REPORT 2006 â?š FINANCIAL REPORTING
I M PA I R M E N T T E S T F O R I N TA N G I B L E A S S E T S
The companies have performed impairment tests on cash-generating units containing goodwill and intangible assets that have an indeterminable useful life, based on the usage values of the units.
G O O D W I L L A N D I N TA N G I B L E A S S E T S W I T H A N INDETERMINABLE USEFUL LIFE Companies
2006
JMS Systemhydraulik AB Indoma AB
2005
-
6.4
3.0
3.0
3.0
9.4
Telfa AB
8.8
8.8
EIG - OEM Automatic spol.s.r.o.
8.7
-
17.5
8.8
20.5
18.2
Total
The above specified amounts refer to goodwill for Indoma AB, amounting to SEK 3.0 million, acquired supplier relations for Telfa AB, amounting to SEK 8.8 million and EIG — OEM Automatic spol. s.r.o. whose value is determined by customer relations at a reported value of SEK 8.7 million, refer to Note 14. Impairment of SEK 0.9 million made on goodwill relate to subsidiaries where expected earning capacity may not justify the goodwill balance which has consequently been written off entirely and is thus not included in the above list. The usage values are based on estimated future cash flows for a total of five (5) years with the starting point in the existing business plans for the next three (3) years. The principal assumptions for the valuation for all cash-generating units are assumptions about margins and volume growth. The business plans are based on experience from previous years. Current market shares are expected to increase marginally in the forecast period. According to the business plans, operational growth is expected to reach between 5 and 10% each year. Growth is expected to be 3 to 5% each year for other years in the period of use. The gross profit margins are expected to reach the same level as at the end of 2006. The forecast cash flows have been converted to a present value using a discount rate of 12% before tax. The recoverable values for the units are greatly in excess of their reported values. The Company management is of the opinion that no reasonable changes in the key assumptions will lead to the estimated recoverable values for the units being lower than the reported values.
N O T E 1 4 . O T H E R I N TA N G I B L E A S S E T S THE GROUP 2006
A C C U M U L AT E D A C Q U I S I T I O N VA L U E S At the start of the year New acquisitions
2005
9.9 11.1
9.9
21.0
9.9
-1.1 -2.4
-1.1
Total amortisation
-3.5
-1.1
Residual value at year-end
17.5
8.8
Total acquisition value A C C U M U L AT E D A M O R T I S AT I O N At the start of the year Amortisation
The purchase sum paid for the acquisition of Telfa AB in 2005 exceeded the net of assets and liabilities in the Company by SEK 9.9 million. The surplus value was analysed and distributed as SEK 1.1 million to orders on hand and SEK 8.8 million to supplier relations. The value of orders on hand relates to contribution margin and is amortised in line with invoicing. At the end of the year, all invoicing had been completed and SEK 1.1 million has been amortised. The amount has been charged to costs for trading goods. The purchase sum paid for the acquisition of EIG — OEM Automatic spol.s.r.o. in 2006 exceeded the net of assets and liabilities in the Company by SEK 11.1 million. The surplus value was analysed and distributed as SEK 0.9 million to orders on hand and SEK 10.2 million to supplier relations. The value of orders on hand relates to contribution margin and is amortised in line with invoicing. At the end of the year, all invoicing had been completed and SEK 0.9 million has been amortised. The amount has been charged to costs for trading goods. Customer relations amounting to SEK 10.2 million are assessed to have a useful life of five (5) years, which means that these will be amortised by 20% every year. Impairment test for other intangible assets, refer to Note 13.
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
65
N O T E 1 5 . TA N G I B L E F I X E D A S S E T S 31.12.2006
PA R E N T C O M PA N Y
Buildings and land
31.12.2005
Equipment, tools and installations
Buildings and land
Equipment, tools and installations
A C C U M U L AT E D A C Q U I S I T I O N VA L U E S At the start of the year
125.6
126.1
138.8
129.3
New acquisitions
25.8
15.3
2.2
17.9
Acquired through business acquisitions
13.4
0.9
-
4.5
-22.3
-25.2
-18.4
-27.0 -0.9
Sales and disposals Reclassifications Translation differences for the year Total acquisition value
-
0.6
-
-1.4
-1.2
3.0
2.3
141.1
116.5
125.6
126.1
-33.0
-96.2
-33.9
-98.1
-1.6
-0.9
5.8
19.2
4.3
15.5
-2.8
-9.2
-3.0
-9.5
-
-0.7
-
1.2
0.5
1.1
-0.4
-2.0
-31.3
-86.7
-33.0
-96.2
109.8 *
29.8
92.6 *
29.9
A C C U M U L AT E D D E P R E C I AT I O N A C C O R D I N G T O P L A N
At the start of the year Acquired through business acquisitions Sales and disposals
-3.3
The year’s depreciation according to plan at acquisition values Reclassifications Translation differences for the year Total depreciation according to plan Booked value at end of the year
*The value of the buildings amounts to 100.8 (82.8) for the Group and 17.6 (18.2) for the parent company.
31.12.2006
PA R E N T C O M PA N Y
Buildings and land
31.12.2005
Equipment, tools and installations
Buildings and land
Equipment, tools and installations
A C C U M U L AT E D A C Q U I S I T I O N VA L U E S At the start of the year
26.9
19.5
26.8
0.2
0.6
0.1
1.9
-
-1,1
-
-0.6
27.1
19.0
26.9
19.5
-8.1
-16.1
-7.5
-15.6
-
0.9
-
0.6
-0.6
-1.2
-0.6
-1.1
-8.7
-16.4
-8.1
-16.1
18.4 *
2.6
18.8 *
3.4
At the start of the year
0.0
-0.6
-0.2
-0.3
Annual change
0.0
0.2
0.2
-0.3
0.0
-0.4
0.0
-0.6
18.4
2.2
18.8
2.8
New acquisitions Sales and disposals
18.2
A C C U M U L AT ED DEPREC I AT I ON AC C ORDI N G TO PLA N At the start of the year Sales and disposals The year’s depreciation according to plan at acquisition values
Residual value acc. to plan at year-end A C C U M U L AT E D E X C E S S D E P R E C I AT I O N
Booked value TA X AT I O N VA L U E
66
Buildings
8.6
8.6
Land
1.0
1.0
Total taxation value
9.6
9.6
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
N O T E 1 6 . S H A R E S A N D PA R T I C I PAT I O N I N G R O U P C O M PA N I E S
Corp.id.no.
Registered office
No. of shares
Share of capital
Face value
Booked value
5 000
46.2
100
1.5
300
78.4
10.3
OEM Industrial Components AB, Sweden
556051-4514
Tranås
100 000
100%
OEM Automatic AB, Sweden
556187-1012
Tranås
-
100%
OEM Automatic AS, Norway
-
-
-
100%
OEM Automatic A/S, Denmark
-
-
-
100%
OEM AutomaticOY, Finland
-
-
-
100%
OEM Automatic Ltd, UK
-
-
-
100%
OEM Automatic sp.z o.o., Poland
-
-
-
100%
OEM China Development B.V, Netherlands
-
-
-
100%
100%
Internordic Bearings AB, Sweden
556493-8024
Nässjö
Egevo Elektronik AB, Sweden
556311-3306
Stockholm
-
OEM Electronics AB, Sweden
556054-3828
Tranås
-
100%
Pronesto AB, Sweden
556112-6755
Stockholm
-
100%
-
-
-
100%
556326-5171
Jönköping
-
100%
OEM Electronics OY, Finland Indoma AB, Sweden
OEM Systemteknik AB, Sweden
556050-9076
Stockholm
1 000
100%
A. Karlsson Industriteknik AB, Sweden
556163-0905
Stockholm
-
100% 100%
Jubo Förvaltning AB, Sweden
556494-7058
Karlskoga
-
IBEC Bearings AB, Sweden
556194-8521
Stockholm
-
100%
Skäggriskan AB, Sweden
556248-9780
Stockholm
-
100%
Technology AB, Sweden
556038-8356
Stockholm
300
100%
Cyncrona AB, Sweden
556296-1838
Stockholm
-
100%
Annual change
OEM Electronics Production
Cyncrona AS, Norway
-
-
-
100%
Cyncrona OY, Finland
-
-
-
100%
Cyncrona A/S, Denmark
-
-
-
100%
Cyncrona Sp.z.o.o, Poland
-
-
-
100%
A. Karlsson Fastigheter AB, Sweden
556029-8456
Stockholm
10 000
100%
1 000
Intermate Electronics AB, Sweden
556266-6874
Tranås
1 000
100%
100
0.6
-
-
1 300
100%
DKK 1 300
1.2
OEM Ejendomsselskab A/S, Denmark OEM Fastighetsbolag AB, Finland
-
-
1 200
100%
FIM 1 200
1.4
OEM Property Ltd, UK
-
-
400 000
100%
GBP 400
5.1
OEM Motor AB, Sweden
556650-6498
Tranås
1 000
100%
100
0.1
Internordic Förvaltning AB, Sweden
556302-0873
Nässjö
1 000
100%
100
1.3
JMS Systemhyraulik AB, Sweden
556063-2134
Göteborg
10 000
100%
1 000
i Ängelholm AB, Sweden
556241-1099
Ängelholm
2 500
100%
250
0.8
Hydrac AB, Sweden
556466-0875
Borås
2 000
100%
200
0.1
-18.5
Hydroprodukter International
Fastighets AB Hydraulen, Sweden
556363-6256
Borås
1 000
100%
100
Fotbromsen AB, Sweden
556150-4282
Karlskoga
5 000
100%
500
1.0
-0.1
Telfa AB, Sweden
10.0
556675-0500
Göteborg
1 000
100%
100
OEM Eesti Ou., Estonia
-
-
10 000
100%
40
0.0
EIG - OEM Automatic spol.s.r.o. , Czech Republic
-
-
-
100%
CZK 100
29.9
29.9
187.9
11.3
Total
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
67
N O T E 1 7 . S H A R E S A N D PA R T I C I PAT I O N I N A S S O C I AT E D C O M PA N I E S
Corp.id.no.
Registered office
No. of shares
Share of capital
Nom. value
Booked value
Annual change
556197-1911
Stockholm
12 000
50%
1 200
5.6
0,0
556197-1911
Stockholm
12 000
50%
1 200
1.2
-
THE GROUP Crouzet AB, Sweden
PA R E N T C O M PA N Y Crouzet AB, Sweden
S P E C I F I C AT I O N F O R G R O U P VA L U E S R E L AT E D T O O W N E D S H A R E O F I N C O M E , P R O F I T, A S S E T S A N D L I A B I L I T I E S .
Owned share as %
Country
Income
Profit /Loss
Assets
Liabilities Shareholders’ equity
50%
Sweden
25.8
1.0
12.2
6.6
5.6
50%
Sweden
25.8
1.3
11.5
5.9
5.6
2006 Crouzet AB
2005 Crouzet AB
N O T 1 8 . P R E PA I D E X P E N S E S A N D A C C R U E D I N C O M E THE GROUP 2006
Accrued commission income, etc. Other prepaid expenses Total
PARENT COMPANY 2005
2006
2005
1.8
0.8
-
-
11.2
13.9
2.8
2.8
13.0
14.7
2.8
2.8
NOTE 19. SHAREHOLDERS’ EQUITY The shares consist of Class A and Class B. The face value is SEK 5. 2006 Shares
Class A shares
10 votes
Class B shares
1 vote
1 589 032
2005 Votes
15 890 320
Shares
Votes
1 589 032
15 890 320
6 134 071
6 134 071
6 134 071
6 134 071
7 723 103
22 024 391
7 723 103
22 024 391
For further information, see the section on share on pages 76-79.
NOTE 20. FINANCIAL LEASING LIABILITIES THE GROUP 2006
2005
Financial leasing liabilities fall due for payment as shown below: Within one year
2.9
2.8
Between one and five years
9.3
8.9
-
-
12.2
11.7
Later than in five years Total The financial leasing liabilities relate to leasing of cars.
68
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
N O T E 2 1 . P R O V I S I O N S F O R P E N S I O N S A N D S I M I L A R O B L I G AT I O N S D E F I N E D - B E N E F I T O B L I G AT I O N S A N D VA L U E O F A D M I N I S T R AT I O N A S S E T S .
31.12.2006
Current value of entirely or partially funded obligations
31.12.2005
8.3
8.5
Fair value of administration assets
-8.3
-8.5
Total entirely or partially funded obligations
0.0
0.0
-
-
0.0
0,0
0.0
0.0
Norway
0.0
0.0
Net amount in balance sheet (obligations + assets -)
0.0
0.0
Current value of non-funded defined-benefit obligations
Net amount in balance sheet (obligations + assets -)
The net amount reported in the balance sheet: Provisions for pensions and similar obligations
The net amount is split over plans in the following countries:
PENSION EXPENSES Defined-benefit plans Expenses for pensions earned during the year
0.5
0.4
Interest expenses
0.4
0.4
Expected return on administration assets
-0.5
-0.5
Expenses for defined-benefit plans
0.4
0.3
Salary tax
0.1
0.1
Total expenses for remuneration after completed employment
0.5
0.4
R E C O N C I L I AT I O N O F N E T A M O U N T F O R P E N S I O N S I N T H E B A L A N C E S H E E T The following table explains how the net amount in the balance sheet has changed during the period
Net amount as of 01.01.05 Expenses for defined-benefit plans
2.2 0.4
Payments of contributions from the Company
-0.8
Divestment of subsidiaries
-1.8
Net amount in the balance sheet as of 31.12.05 Expenses for defined-benefit plans
0.0 0.5
Payments of contributions from the Company
-0.5
Net amount in the balance sheet as of 31.12.06
0.0
ACTUARIAL COMMITMENTS The following significant actuarial commitments have been applied when calculating the obligations: (weighed average values)
Discount rate
5.5%
Expected return on administration assets
6.5%
Future salary increases
3.0%
Future increases of pensions Employee turnover Expected remaining length of service
Pledged assets for pension obligations
3.0% 10.0% 18 years
None
FINANCIAL REPORTING â?š OEM ANNUAL REPORT 2006
69
( C O N T. N O T E 2 1 ) In Norway and Italy all employees are covered by defined-benefit pension plans. In countries other than Sweden, all employees are covered by defined-contribution plans for which the Company pays fixed contributions to a separate legal entity and has no obligation to pay further contributions. The Group’s results are burdened by costs as the benefits are earned. Take up of old age pension and family pension by a small section of the employees in Sweden is secured by an insurance policy with Alecta. According to a statement from the Swedish Financial Accounting Standards Council’s Emerging Issues Task Force, URA 42, this is a defined benefit plan which covers several employers. The Company has not had access to sufficient information to make it possible to report this plan as a defined benefit plan for financial years 2005 and 2006. The pension plan according to ITP, which is secured via insurance with Alecta, is therefore reported as a defined-contribution plan. Expenses this year for pension insurance with Alecta amount to SEK 1.9 million (2.6). Alecta’s excess can be allocated to the policy holders and/or the insured. At the end of 2006, Alecta’s excess in the form of the collective consolidation level was 143.15% (128.5). The collective consolidation level is made up of the market value of Alecta’s assets as a percentage of the insurance commitment calculated according to Alecta’s insurance calculation premise, which does not comply with IAS 19. Most of the employees in Sweden are covered by defined-contribution plans. The Group’s total cost for defined-contribution plans is SEK 14.9 million (13.2).
NOTE 22. OVERDRAFT The majority of the Swedish companies are connected to a central account system with a total limit of SEK 150 million (180). The overall degree of utilisation is reported in the Parent Company under this item. The subsidiaries’ balance/liability in the central account system is reported in the Parent Company, either as a receivable from, or a liability to, the subsidiaries. The total limit in the Group is SEK 260 million (293).
PLEDGED ASSETS TO CREDIT INSTITUTES THE GROUP 2006
PARENT COMPANY 2005
2006
2005
Property mortgages
20.0
27.7
7.5
Business mortgages
55.1
69.7
-
-
75.1
97.4
7.5
7.5
Total
7.5
N O T E 2 3 . A C C R U E D E X P E N S E S A N D P R E PA I D I N C O M E THE GROUP 2006
PARENT COMPANY 2005
2006
2005
Accrued holiday pay
19.4
21.0
1.8
Accrued social security expenses
11.3
12.5
1.7
2.3
1.6
1.2
0.0
0.0
Prepaid income Accrued supplier inv./commercial debts Other accrued expenses Total
2.1
5.2
7.8
-
-
22.2
21.4
4.1
4.9
59.7
63.9
7.6
9.3
NOTE 24. FINANCIAL RISKS AND RISK MANAGEMENT
The OEM Group’s primary risks are connected to currencies, customer credits and customer guarantees. Through matching, however, the risks have almost been completely eliminated. A risk elimination that contributes to the Group having a relatively stable coverage ratio over time. In addition to the named risks, the Group has a limited interest risk in the form of a cash flow risk. The currency risks are primarily due to purchases being made in foreign currency. The risks are managed by the customer contract often prescribing that the price must be adjusted in relation to any currency changes. Alternatively, the sale is carried out in the same currency as
70
OEM ANNUAL REPORT 2006 ❚ FINANCIAL REPORTING
the purchase. A detailed report is given in connection with the following table. The customer credit risks are small. Defined customer limits are carefully decided and strictly applied. Short credit periods and absence of risk concentrations for individual customers, segments or geographic areas contribute to a good risk picture, one that is confirmed by the small historical customer losses. Further information is given below in connection with the heading customer and credit risks. Customer guarantees have not been a cause of any risks of practical significance. There are often corresponding rights of recourse against
the supplier for provided guarantees. This management has worked well in practice. The interest risk is low. The Group does not have any liabilities with fixed interest, and long-term receivables with fixed interest are very small. The risk of a shift in the interest rate causing a significant change in fair value is thus non-existent. The cash and bank items, the overdraft item and other interest-bearing liabilities (financial leasing) are marred by cash flow risks. FINANCIAL INSTRUMENTS The OEM Group’s holdings of financial instruments that form fixed assets are fairly limited. At the end
of 2006, the book value of the financial assets of long-term securities holdings was SEK 1.3 million (1.6), shares in tenant-owners’ rights SEK 1 million and other long-term receivables SEK 0.5 million (0.4). The Group’s holding of financial instruments that represent current assets amounted at year end to SEK 206 million (213) and accrued income to SEK 1.8 million (0.8) and other receivables to SEK 55.0 million (13.3). The Group does not have any liabilities with fixed interest and at year-end long-term receivables amounted to SEK 0.5 million (0.4), which is less than one percent of total assets. The risk of a shift in the interest rate causing a significant change in fair value is thus non-existent. The item cash and bank balance SEK 288 million (150), the overdraft item SEK 53.1 million (44.2) and other interestbearing liabilities (financial leasing) SEK 12.2 million (11.7) have variable interest rates and are thus marred by cash flow risks. Overdrafts apply for one (1) year and are not combined with any specific requirements from the guarantor.
CURRENCY EXPOSURE The currency flow of the Group is attributable to imports from Europe, Asia and North America. Purchasing is split as a percentage as follows: 2006
2005
EUR
53%
45%
USD
11%
18%
SEK
7%
8%
GBP
5%
5%
JPY
12%
15%
Other currencies
12%
9%
100%
100%
Exchange rate changes significant currencies Currency Weighed average 2006
Weighed average 2005
Change
EUR 1
9,24
9,25
-0,11%
USD 1
7,35
7,44
-1,21%
GBP 1
13,54
13,51
0,22%
JPY 1
6,33
6,74
-6,08%
As long as it is possible, the Group eliminates the effects of exchange rates by using currency clauses in the customer contract and by purchasing and selling in the same currency. On the whole, purchasing is carried out in the supplier’s functional currency. From the table above it can be seen that 11% (18) for USD, 53% (45) for EUR, 12% (15) for Yen and 5% (5) for GBP 7% (8) for SEK and 12% (9) for other currencies are attributable to purchasing in 2006. The OEM Group manages the effects of changing exchange rates by currency clauses in the sales contract and by invoicing in the same currency as the corresponding purchase. OEM sells goods to Swedish and foreign customers and either invoices in the purchasing currency or in another currency with currency clauses with regard to the purchase currency. The currency clauses adjust 80-100% of the changes in the exchange rate from the sales order to the date of invoicing, depending on whether OEM receives currency compensation for the profit margin or not. There is often a threshold value, which means that exchange rate changes below 2.25% are not taken into account. Currency adjustments are made symmetrically for rising and falling currency rates. There are no conditions that give debt ratios or that are similar to options. Currency clauses and sales in the purchasing currency make up about 75% (80) of all sales contracts. Where purchasing is based on sales orders, economic hedging of currency risks is achieved in sales and purchasing. However, in many cases there is a mismatch in timing between purchase orders and sales orders. Purchase orders normally run 7-60 days prior to delivery. The customer credit period is about 30 days. The currency adjustment clauses means that only currency changes between the time of sale and the time of invoicing affect the amount reported in Swedish Kronor. Since invoicing, in accordance with currency adjustment clauses, is carried out in SEK, there is no exchange rate difference after the date of invoicing. OEM applies the same terms and conditions for adjusting currencies and prices for its Swedish and overseas customers. The changes in values related to the multiple currency clauses are therefore treated consistently from the points of view of risk and accounting. With regard to
currency risk, it can be determined that OEM also has balance exposures in the form of net investment in independent foreign operations. At present, these currency risks are not hedged. Currency rates are used in the Group’s consolidated accounts for recalculating foreign subsidiary’s income and net assets. Currency
Weighed average 2006
December 2006
NOK 100
114,99
109,49
DKK 100
123,97
121,03
EUR 1
9,2366
9,0138
GBP 1
13,5376
13,4178
PLN 1
2,3625
2,3455
EEK 1
0,59
0,5757
Currency
Weighed average 2006
December 2006
NOK 100
115,33
117,34
DKK 100
124,3
125,69
EUR 1
9,2521
9,367
GBP 1
13,5101
13,654
PLN 1
2,292
2,292
EEK 1
0,6016
0,5983
CUSTOMER AND CREDIT RISKS The Group has approximately 20,000 purchasing customers in total. The largest individual customer accounted for approximately 6.6% (8.3) of sales. The five largest customers accounted for 12.1% (15.6) of sales and the ten largest customers accounted for 15.8% (20.4) of sales. The distribution of risk is thus very good. Customer losses during the year amounted to SEK 0.5 million (1.2), which corresponds to 0.03 % (0.08) of sales. The average credit period rose to approximately 40 days.
N O T E 2 5 . O P E R AT I O N A L L E A S I N G THE GROUP 2006
PARENT COMPANY 2005
2006
2005
Leasing agreements where the Company is the lessee Non-redeemable leasing payments amount to Within one year Between one and five years Longer than five years Total
8.7
7.5
0.4
0.8
22.0
21.8
0.2
0.4
-
-
-
-
30.7
29.3
0.6
1.2
Most of the above operational leasing relates to rent for premises.
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
71
N O T E 2 6 . C A S H F L O W S TAT E M E N T ADDITIONAL INFORMATION CONCERNING CASH FLOW STATEMENTS:
THE GROUP 2006
PARENT COMPANY 2005
2006
2005
S P E C I F I C AT I O N F I N A N C I A L I T E M S Interest received
2.7
2.4
2.3
Capital gain profits
-
-
101.5
-
Dividends received
0.0
0.0
3.7
33.1
-2.4
-1.9
-0.3
0.0
Depreciation
13.5
12.6
1.8
1.7
Capital gain profits
-2.0
5.9
-103.3
-
1.1
8.6
0.3
0.2
Interest paid
2.1
SPECIFICATION ITEMS NOT INCLUDED IN THE CASH FLOW
Other Write-off shares Total
-
-
-
3.5
12.6
27.1
-101.2
5.4
A C Q U I S I T I O N O F S U B S I D I A RY C O M PA N I E S - G R O U P
ACQUIRED ASSETS AND LIABILITIES Intangible fixed assets
11.1
-
Tangible fixed assets
11.8
1.2
Inventories
4.6
6.8
Operating receivables
4.4
7.0
Liquid funds
7.3
0.1
39.2
15.1
Total assets Latent tax liabilities
4.1
-
Current operating liabilities
5.2
15.0
Total liabilities
9.3
15.0
Prepaid purchase sum
26.8
10.0
Deducted: Liquid funds in the divested business units
-7.3
-0.1
Impact on liquid funds
19.5
9.9
PURCHASE PRICE
D I V E S T M E N T O F S U B S I D I A RY C O M PA N I E S - G R O U P
DIVESTED ASSETS AND LIABILITIES: Intangible fixed assets
6.4
-
Tangible fixed assets
10.1
0.7
Inventories
28.1
3.3
Operating receivables
29.2
10.4
Liquid funds Total assets Current operating liabilities
-
0.1
73.8
14,5
0.5
6.6
45.4
7.1
45.9
13.7
Sale price
120.0
1.0
Due in accordance with agreement
-45.6
-
74.4
1.0
-
-0.1
74.4
0.9
Current interest-bearing liabilities Total liabilities PURCHASE PRICE
Purchase sum received Deducted: Liquid funds in the divested business units Impact on liquid funds
LIQUID FUNDS Liquid funds currently only cover cash and bank balance.
72
OEM ANNUAL REPORT 2006 â?š FINANCIAL REPORTING
N O T E 2 7 . I N F O R M AT I O N A B O U T T H E PA R E N T C O M PA N Y OEM International AB (Publ) is a Swedish-registered public limited company with its headquarters in Tranås, Sweden. The Parent Company shares are listed on the Stockholm Stock Exchange. The address of the head office is Dalagatan 4, Box 1011, Tranås, Sweden. The consolidated financial statements for 2006 incorporate the financial statements of the Parent Company and its subsidiaries, jointly referred to as the Group. The Group also includes shareholdings in associated companies.
N O T E 2 8 . E V E N T S A F T E R B A L A N C E S H E E T D AT E OEM International AB has acquired 50% of the shares in Crouzet AB from Crouzet Automatismes SAS, and thereby owns all the shares in Crouzet AB. The purchase price amounts to EUR 0.6 million, which corresponds to 50% of the company’s net assets. Crouzet AB has operations in Sweden within the automation component segment and had reported sales of SEK 51.6 million with a profit before appropriations and tax of SEK 3.4 million in 2006. SEK 18 million of the invoiced sales were for deliveries to OEM Automatic. The acquisition means an annual increase in sales of SEK 30 million for the OEM Group but is expected to have an insignificant impact on the OEM Group’s profits in 2007. The business will gradually be integrated into OEM Automatic AB and OEM Motor AB.
EFFECTS OF THE ACQUISITION Booked value in Crouzet AB
Tangible fixed assets Intangible fixed assets Inventories Accounts receivable and other receivables Liquid funds Latent tax liabilities
Fair value adjustment
1.6
Fair value in the Group
1.6
-
0
4.1
4.1
7.1
7.1
11.6
11.6
-1.4
-1.4
Accounts payable and other liabilities
-11.8
-11.8
Net identifiable assets and liabilities
11.2
50% of above Group goodwill
0
11.2 5.6 -
Purchase sum paid
-5.6
Cash and bank balance (acquired)
11.6
Net cash flow
6.0
N O T E 2 9 . I M P O R TA N T E S T I M AT E S A N D A S S U M P T I O N S Executive management has together with the chairman of the Board and the auditors discussed the developments, the choices and the information regarding the Group’s most important accounting principles and estimates, as well as the application of these principles and estimates. Certain important accounting-related estimates that have been made in the application of the Group’s accounting principles are described below. Divested business units In calculating the profit of divested business units, SEK 3 million has been reserved in the accounts since the final payment in accordance with the agreement amounting to SEK 11.4 million will be made on 31 December 2007. The agreement includes provisions for accounts receivable and deliveries, etc. Impairment test of goodwill In calculating the recoverable value of cash-generating units for the company’s assessment if amortisation is required for goodwill, future circumstances and estimates of parameters have been assumed. An account of these is described in Note 13. The management is of the opinion that no reasonable changes in the key assumptions will lead to the estimated recoverable values for the units being lower than the reported values. Valuation other intangible fixed assets Other intangible fixed assets consist of the values arising at acquisition, divided into SEK 8.8 million for supplier relations and SEK 8.7 million for customer relations. Supplier relations have continued to develop positively, explaining the assessment that impairment is not necessary for 2006. Customer relations entail establishments on new markets and the assessment is that these will be written-down over a five-year period. For more information, refer to Note 14.
FINANCIAL REPORTING ❚ OEM ANNUAL REPORT 2006
73
P R O P O S E D A L L O C AT I O N O F P R O F I T S
PARENT COMPANY The following surplus is at the disposal of the Annual General Meeting Surplus brought forward
263 347 812,23
Profit for the year
95 108 326,62 358 456 138,85
The Board of Directors proposes that the surplus be disposed of in such a way • that a dividend of SEK 8.50 per share is paid to shareholders • that the following be carried forward
65 646 375,50 292 809 763,35* 358 456 138,85
*) The Board of Directors has also proposed that the Annual General Meeting held on 24 April 2007 decides on an automatic redemption procedure of shares entailing a 4:1 share split, whereby one (1) share will be redeemed for SEK 20. In total, about SEK 154 million with thereby shift to the shareholders in addition to the proposed cash dividend. The proposal also includes a bonus issue with the objective of restoring the share capital through which funds from the non-restricted equity is to be used.
TRANÅS, 28 FEBRUARY 2007
Hans Franzén Chairman
Ulf Barkman
Orvar
Pantzar
Lars-Åke Rydh
Agne Svenberg
Gunnar Eliasson
Jörgen Zahlin Managing Director
A statement by the Board concerning the dividend proposal will be published on the Company’s website and can be obtained on request. The Annual Report and the consolidated financial statements have been approved for issue by the Board of Directors on the above date. The consolidated income statement and balance sheet and the Parent Company’s income statement and balance sheet will be matters for approval at the Annual General Meeting on 24 April 2007.
74
OEM ANNUAL REPORT 2006 ❚ PROPOSED ALLOCATION OF PROFITS
AUDITORS’ REPORT T O T H E A N N U A L G E N E R A L M E E T I N G O F O E M I N T E R N AT I O N A L A B ( P U B L . ) C O R P O R AT E I D E N T I T Y N U M B E R 5 5 6 1 8 4 - 6 6 9 1
We have examined the Annual Report, the consolidated financial statements, the accounting records and the administration of the Board of Directors and the Managing Director of OEM International AB (Publ.) for the financial year 2006. The Company’s Annual Report is included in the printed version of this document on pages 37-74. The Board of Directors and the Managing Director are responsible for the accounts and the administration of the Company, and for ensuring that the Swedish Annual Accounts Act is applied when preparing the Annual Report and for ensuring that the international accounting standards IFRS, as approved by the European Union, and the Annual Accounts Act are applied when preparing the consolidated financial statements. Our responsibility is to express an opinion on the Annual Report, the consolidated financial statements and the administration based on our audit. We conducted our audit in accordance with generally accepted accounting standards in Sweden, which meant that we planned and performed the audit to obtain reasonable, but not absolute, assurance that the Annual Report and the consolidated financial statements are
free of material misstatement. An audit includes examining a selection of the documentation with respect to amounts and other information in the accounting records. An audit also includes assessing the accounting principles used and their application by the Board of Directors and the Managing Director, as well as evaluating the important assessments made by the Board of Directors and the Managing Director when preparing the Annual Report and the consolidated financial statements, as well as appraising the overall presentation of information in the Annual Report and the consolidated financial statements. As a basis for our pronouncement on discharge from liability, we have examined significant decisions, actions taken and circumstances at the Company in order to determine the possible liability to the Company of any Board Member or the Managing Director. We have also examined the question of whether any Director or the Managing Director has otherwise acted in contravention of the Swedish Companies Act, the Swedish Annual Accounts Act or the Company’s Articles of Association.
We are of the opinion that our audit gives us reasonable grounds on which to pronounce as follows. The Annual Report has been prepared in accordance with the Swedish Annual Accounts Act and, consequently, provides a true picture of the Company’s income and position in accordance with generally accepted accounting practice in Sweden. The consolidated financial statements have been prepared in accordance with international accounting standards IFRS, in line with the requirements of the European Union and the Swedish Annual Accounts Act, and provide a true picture of the Group’s income and position. The Directors’ Report is consistent with the remainder of the Annual Report and the Consolidated Financial Statements. We recommend that the Annual General Meeting adopt the income statement and the balance sheet of the Parent Company and of the Group, appropriate the Parent Company’s surplus as proposed in the Directors’ Report and grant the Members of the Board and the Managing Director discharge from liability for the financial year.
TRANÅS, 2 MARCH 2007 KPMG Bohlins AB
Niklas Bengtsson Authorised Public Accountant
AUDITORS’ REPORT ❚ OEM ANNUAL REPORT 2006
75
OEM shares OEM’s shares were quoted on the Stockholm Stock Exchange’s OTC List in December 1983, and since then have displayed a healthy price trend. Anyone who purchased 100 shares in OEM for SEK 12,500 at the time of introduction onto the market would have had a holding of 2,400 shares at a value of SEK 453,600 on 31 December 2006, equivalent to an annual yield of about 16%, excluding dividends.
OEM’s shares were transferred to the O List in
trading days, with an average turnover per day
acquisitions. We have minimised the
2000. Effective 2006, the shares are listed on
in 2006 of 8,982 shares. On 29 December 2006,
disadvantages which this can entail, that is,
Stockholm Small Cap.
OEM International had 2,477 shareholders,
that the number of shareholders is decreased
an increase of 38% since 1996. Institutional
and the liquidity of the share declines, by
PRICE TRENDS
ownership stands at around 36%, while
mainly purchasing large blocks of shares.
The price of OEM International shares rose
overseas ownership amounts to 25%.
during the year by 16% to a closing price of SEK 189. The highest price paid during the year was
REPURCHASE OF SHARES
OEM International has signed an agreement
SEK 193.50 recorded on 19 December, and the
The repurchase programme for shares, which was
with Handelsbanken Capital Markets regarding
lowest price was SEK 153, recorded on 13 June.
adopted for the first time by the Annual General
liquidity guarantees for Company shares. The aim
Meeting in 2000, is intended to improve our
is to reduce the difference between purchase
SEK 1,460 million. During the year, the Stock
capital structure and contribute positively to return
and sales prices. The goal is to achieve a lower
Exchange’s OMXS PI index rose by 23% and
on shareholders’ equity and earnings per share.
investment cost and to lower the share trading
OEM’s market value at the close of 2006 was
the index for OMXS Industrials rose by 30%.
After implemented reductions the previous
risk for present and future shareholders.
year there are 7,723,103 shares in the Company
Commitments fall within the scope of the
SALES
at year-end. The Company held no company
Stockholm Stock Exchange system with liquidity
During 2006, 212,000 Class A shares and
shares at year-end.The Board has been authorised
guarantees and started on December 1, 2004.
1,826,982 Class B shares were sold,
by the Annual General Meeting to repurchase
corresponding to a turnover rate of 23%.
up to 10% of the total number of shares, that is,
RISK
772,310 shares. The objective is to continue the
OEM’s beta value - a measure of how a share
retains their shares for about four (4) years.
repurchases up to 10% of the total number of
moves given a change in the stock exchange’s
The corresponding figure for the Stockholm
shares while the Board considers the conditions
OMXS PI index - is approximately 0.36.
Stock Exchange as a whole in 2006 was 148%
to be attractive.
This means that the shares can be said to have a
The average shareholder in OEM therefore
and 95% for the Stockholm Small Cap. OEM’s Class B shares were sold on 90% of the
76
LIQUIDITY BOOSTING MEASURES
OEM ANNUAL REPORT 2006 ❚ OEM SHARES
The acquired shares will be retained, deregistered or used as payment in corporate
low risk. The spread between the operations within the Group entails a low business risk.
At the same time, the financial risk is very low,
DIVIDEND
2 of this Annual Report. Financial information
due to the high equity/assets ratio. This means
The Board proposes a dividend of SEK 8.50 per
is also published on the Group’s website
that the equity/assets ratio can be lowered to
share, equivalent to 12% of distributable equity
(www.oem.se).
correspond better with the business risk with-
in the Group.
The Company offers shareholders the
out the overall risk to OEM’s shares increasing significantly.
opportunity to receive interim reports and FINANCIAL INFORMATION
other press releases by e-mail, at the same time
OEM aims to maintain high quality as regards
as they are made public to the market.
DIVIDEND POLICY
information to the market and the media.
Please send an email to: info@int.oem.se and
The Board of OEM International aims to
The goal is for the information to facilitate an
state “Corporate Information” and you will be
propose a reasonable dividend of profits to the
accurate valuation and liquid trading of the
placed on our list for future mailings.
shareholders, by considering the financial
shares. The dates for the Annual General
position, the tax situation and any need for
Meeting, interim reports and annual report
acquisitions or investments in the operation.
for the 2007 financial year are shown on page
OWNERSHIP STRUCTURE OEM’S LARGEST SHAREHOLDERS AS OF 29.12.06
No. Class A shares
No. Class B shares
Percentage share capital
Percentage votes
Pantzar Orvar
542 440
934 120
19.1%
28.9%
Franzén Hans and family
426 792
464 530
11.5%
21.5%
Svenberg Agne and family
407 800
169 162
7.5%
19.3%
Investmentaktiebolaget Latour
212 000
309 000
6.8%
11.0%
Lannebo equity funds
495 567
6.4%
2.3%
AFA Försäkringar
410 415
5.3%
1.9%
Livförsäkringsaktiebolaget
216 600
2.8%
1.0%
IF Skadeförsäkrings AB
190 400
2.5%
0.9%
SEB Privat Bank S.A
147 300
1.9%
0.7%
Länsförsäkringar Jönköping
140 000
1.8%
0.6%
3 477 094
65.6%
88.1%
2 656 977
34.4%
11.9%
1 589 032
6 134 071
100.0%
100.0%
10
1
Total 10 owners
1 589 032
Others Total Votes per share
OEM SHARES ❚ OEM ANNUAL REPORT 2006
77
K E Y I N D I C AT O R S F O R O E M ’ S S H A R E S F O R T H E PA S T F I V E Y E A R S
2006
2005
2004
2003
2002
PERFORMANCE KEY INDICATORS Sales per share
SEK
187
181
186
188
196
%
3.3
8.1
-1.0
-4.1
-17.9
Earnings per share*
SEK
11.76
10.78
8.41
4.14
1.88
Shareholders’ equity per share*
SEK
82.96
63.14
56.13
51.44
53.06
Proposed dividends
Increase in sales per share
SEK
8.50
7.00
5.50
4.50
4.50
Dividend/Income
%
72.3
64.9
65.4
109
239
Dividend/Shareholders’ equity
%
10.2
11.1
9.8
8.7
8.5
SEK
14.68
9.79
11.90
17.75
19.95
Cash flow per share*
R I S K K E Y I N D I C AT O R S Beta values (48 months)
0.36
0.44
0.54
0.41
0.49
%
26.4
10.0
8.3
6.6
10.7
Quoted price as per 31 December
SEK
189.00
163.50
118.00
102.00
77.00
Quoted price as per 31 December
SEK m
1 460
1 238
893
776
602
Rate of turnover for shares
VA L U AT I O N K E Y I N D I C AT O R S
P/S ratio
times
1.0
0.9
0.6
0.5
0.4
P/E ratio
times
16.1
15.2
14.0
24.6
40.9
145
Price/Shareholders’ equity
%
228
259
210
198
EV/Sales
times
0.8
0.8
0.6
0.5
0.4
EBIT multiple
times
9.7
10.3
9.3
13.4
16.4
%
4.5
4.3
4.7
4.4
5.8
Direct return
* Calculated on the basis of the number of shares, excluding own holding The key indicators for 2006 are based on the remaining business units. In order to present a comparison, the figures for 2005 have also been recalculated.
12
100
10 75
10 8
8 6 6
50 4
4 25 2 0 Earnings per share (SEK)
78
OEM ANNUAL REPORT 2006 ❚ OEM SHARES
0 Shareholders’ equity per share (SEK)
2 0 Proposed dividend (SEK)
O W N E R S H I P D ATA AS PER 29.12.06*
Percentage of no. of owners
Percentage of share capital
1-500
71.2
4.0
501-1 000
13.3
3.5
1 001-2 000
6.8
3.4
2 001-5 000
4.8
5.1
5 001-10 000
1.8
4.2
10 001-20 000
1.0
4.5
20 001-50 000
0.3
2.7
50 001-100 000
0.2
5.2
100 001-5 000 000
0.6
67.4
100.0
100.0
Size class
Total Total number of shareholders in OEM is 2,477.
*) Source: VPC AB. Directly and fund manager registered. In the table, ownership details may be a combination of several items in VPC’s statistics. This combination is intended to show an institution’s or a private individual’s total ownership in OEM.
S H A R E C A P I TA L T R E N D
Year
Transaction
Change in share capital, SEK M
Total share capital, SEK M
Total no. of shares, qty
Face value per share SEK
Opening value
0.1
0.1
500
100
1981
Bonus issue
0.3
0.4
4 000
100
1983
Split
-
0.4
40 000
10
1983
Bonus issue
0.4
0.8
80 000
10
1983
New issue
0.8
1.6
160 000
10
1983
New issue
0.4
2.0
200 000
10
1986
Bonus issue
4.0
6.0
600 000
10
1986
New issue through conversion
0.4
6.4
636 000
10
1994
Split
-
6.4
1 272 000
5
1994
Bonus issue
6.4
12.7
2 544 000
5
1996
Bonus issue
12.7
25.4
5 088 000
5
1997
New issue through subscription in kind
20.1
45.5
9 113 703
5
2001
Reduction
-3.9
41.6
8 332 203
5
2003
Reduction
-1.0
40.6
8 132 203
5
2004
Reduction
-2.0
38.6
7 723 103
5
OEM SHARES ❚ OEM ANNUAL REPORT 2006
79
Addresses of operating units PARENT COMPANY
OEM AUTOMATIC
OEM ELECTRONICS
OEM International AB Box 1011, Dalagatan 4 SE-573 28 TRANÅS Sweden Tel: +46 75 242 4000 Fax: +46 75 242 4029 Email: info@int.oem.se www.oem.se
OEM Automatic AB Box 1011, Dalagatan 4 SE-573 28 TRANÅS Sweden Tel: +46 75 242 4100 Fax: +46 75 242 4289 Email: info@aut.oem.se www.oemautomatic.se
OEM Electronics AB Box 1025, Norrabyvägen 6B SE-573 29 TRANÅS Sweden Tel: +46 75 24 24 500 Fax: +46 140 36 06 99 Email: info@oemelectronics.se www.oemelectronics.se
Corp.id.no. 556184-6691
OEM Automatic OY Fiskarsinkatu 3 FIN-20750 TURKU Finland Tel: +358 207 499 499 Fax: +358 207 499 456 Email: info@fi.oem.se www.oem.fi
OEM Electronics OY P O Box 122, Telekatu 6 FI-020101 TURKU Finland Tel: +358 207 499 300 Fax: +358 207 499 496 Email: info@oemelectronics.fi www.oemelectronics.fi
OEM Automatic AS Postboks 2144 Bjørnstjerne Bjørnsonsgate 110 NO-3003 STRØMSØ Norway Tel: +47 32 21 05 00 Fax: +47 32 21 05 01 Email: info@no.oem.se www.oem.no
OEM Electronics PL ul. Parowcowa 6B PL-02-445 WARSZAWA Poland Tel: +48 22 86 32 722 Fax: +48 22 86 32 724 Email: info@oemelectronics.pl
OEM Automatic A/S Møllehaven 8 DK-4040 JYLLINGE Denmark Tel: +45 70 27 05 27 Fax: +45 70 27 06 27 Email: info@dk.oem.se www.oem-automatic.dk OEM Automatic Ltd Whiteacres, Cambridge Road Whetstone, LEICESTERSHIRE LE8 6ZG, UK Tel: +44 116 284 99 00 Fax: +44 116 284 17 21 Email: information@uk.oem.se www.oem.co.uk OEM Automatic Sp. z o. o. ul. Parowcowa 6B PL-02-445 WARSZAWA Poland Tel: +48 22 86 32 722 Fax: +48 22 86 32 724 Email: info@pl.oem.se. www.oemautomatic.com.pl OEM Automiatic OÜ Pärnu mnt 139d/1 EE-11317 TALLIN Estonia Tel: +372 6550 871 Fax: + 372 6550 873 Email: info.ee@oem.fi www.oem.fi EIG OEM Automatic spol. s.r.o Baarova 3a CZ-140 00, PRAG 4 Czech Republic Tel: +420 241 484 940 Fax: +420 241 484 941 Email: eig@telecom.cz www.eig.cz
80
OEM ANNUAL REPORT 2006 ❚ ADDRESSES
CYNCRONA
DEVELOPMENT
Cyncrona AB Tomtbergavägen 2 SE-145 67 NORSBORG Sweden Tel: +46 75 24 24 650 Fax: +46 75 24 24 651 Email: info@cyncrona.se www.cyncrona.com
Internordic Bearings AB Box 105 SE-571 22 NÄSSJÖ Sweden Tel: +46 75 24 24 940 Fax: +46 75 24 24 959 Email: info@internordic.biz www.internordic.biz
Cyncrona Oy Hannuksenpelto 12 FI-02770 ESPOO Finland Tel: +358 20 752 8700 Fax: +358 20 752 8770 Email: info@cyncrona.fi www.cyncrona.fi
IBEC Aartsdijkweg 111 NL-2676 LE MAASDIJK The Netherlands Tel: +31 174 52 51 00 Fax:+31 174 52 51 06 Email: info@ibec.biz www.ibec.biz
Cyncrona A/S Sindalsvej 21 DK-8240 RISSKOV Denmark Tel: +45 87 42 66 66 Fax: +45 87 42 66 77 Email: info@cyncrona.dk www.cyncrona.dk Cyncrona AS Postboks 2144 Bjørnstjerne Bjørnsonsgate 110 NO-3003 STRØMSØ Norway Tel: +47 32 21 05 80 Fax: +47 32 21 05 81 Email: info@cyncrona.no www.cyncrona.no Cyncrona Baltic States Suur-Jõe 62 EE-80042 PÄRNU Estonia Tel: +372 510 05 05 Email: baltic@cyncrona.fi www.cyncrona.com
OEM Motor AB Box 1011, Dalagatan 4 SE-573 28 TRANÅS Sweden Tel: +46 75 24 24 400 Fax: +46 75 24 24 499 www.oem-motor.se AB Indoma Box 319, Fridhemsvägen 25 SE-551 15 JÖNKÖPING Sweden Tel: +46 75 24 24 350 Fax: +46 75 24 24 358 Email: info@indoma.se www.indoma.se Telfa AB Box 120 30 SE-402 41 GÖTEBORG Sweden Goods terminal address: Karl Johansgata 158 SE-414 51 GÖTEBORG Sweden Tel: +46 75 24 24 450 Fax: +46 75 24 24 495 Email: info@telfa.se www.telfa.se
ADDRESSES ❚ OEM ANNUAL REPORT 2006
81
Definitions
Earning capacity of total capital: Operating income plus financial income as a percentage of average total capital. Earning capacity of capital employed: Operating income plus financial income as a percentage of average capital employed. Capital employed refers to total assets minus non-interest bearing liabilities, including deferred tax liabilities. Earning capacity of shareholders’ equity: Net profit for the year as a percentage of average shareholders’ equity. Average interest payable: Financial expenses as a percentage of interest-bearing liabilities. Debt/equity ratio: Interest-bearing liabilities divided by calculated shareholders’ equity. Calculated shareholders’ equity comprises shareholders’ equity plus minority interests. Operating income/sales: Operating income before depreciation as a percentage of sales. Profit percent: Earnings after financial income as a percentage of sales. Profit margin: Profit before tax as a percentage of sales. Capital’s turnover rate: Sales divided by total assets. Sales per employee: Sales divided by average number of employees. Equity/assets ratio: Shareholders’ equity as a percentage of total capital. Cash-to-current-liabilities ratio: Current assets minus inventories as a percentage of current liabilities.
Direct return: Dividend per share divided by the quoted price at year-end. Sales per share: The Group’s sales divided by the number of shares on the market at year-end. Sales increase per share: Increase of the Group’s sales per share. Dividend profit payout ratio: Proposed dividend in relation to the year’s profit. Dividend/Shareholders’ equity: Proposed dividend in relation to the Group’s shareholders’ equity and the minority interests. Cash flow per share: Cash flow for current operations divided by the number of shares. Beta values: Measure of historical change in the share price in relation to the price fluctuation of the general index. Rate of turnover for shares: The number of shares sold during the year divided by the number of outstanding shares at year-end. P/S ratio: Stock market value in relation to the Group’s sales. P/E ratio: Quoted price as per 31 December divided by earnings per share. Price/Shareholders’ equity: Quoted price divided by shareholders’ equity per share: EV/Sales: Enterprise value (stock market value + net liability + minority interest) divided by Group’s sales. EBIT multiple: Enterprise value divided by the Group’s operating income after depreciation. Direct return: Dividend per share divided by the quoted price at year-end.
Earnings per share: The Group’s net profit after deductions for both paid and deferred tax. Shareholders’ equity per share: Shareholders’ equity and minority interests divided by the number of shares. P/E (Price/Earning): Quoted price as per 31 December divided by earnings per share.
DEFINITIONS ❚ OEM ANNUAL REPORT 2006
82
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For easy access to definitions while reading the annual report, open the flap and lay flat.
CCJ Kommunikation
Box 1011, SE-573 28 Tranås, SWEDEN • Telephone +46 (0)75 24 24 000 • Fax +46 (0)75 24 24 029 • Email info@int.oem.se • www.oem.se