Annual Report 2011 Aktieselskabet Schouw & Co.
www.schouw.dk
Consolidated report
Portfolio companies
Statements
1 Intro 2 Key figures 3 Highlights 4 Our businesses 6 Management’s report 8 Income statement and cash flows 10 Balance sheet 11 Outlook 12 Board of Directors 13 Executive management 14 Investor information 16 Management Bodies 18 Corporate Governance 19 The financial reporting process
20 BioMar 22 Fibertex Personal Care 24 Fibertex Nonwovens 26 Grene 28 Hydra-Grene 30 Martin 32 Xergi 33 Andre investeringer
78 Statement by the board of directors and the managment 79 Independent auditor’s report
Financial statements CONSOLIDATED FINANCIAL STATEMENTS 34 Statement of income and comprehensive income 35 Balance sheet 36 Cash flow statement 37 Statement of changes in equity 38 Notes PARENT COMPANY FINANCIAL STATEMENTS 59 Income- and comprehensive statement 60 Balance sheet 61 Cash flow statement 62 Statement of changes in equity 63 Notes 72 Accounting policies
This publication is a translation of the statutory Danish Annual Report 2011. The original Danish text shall be controlling for all purposes, and in cases of discrepancy, the Danish wording shall be applicable.
President Jens Bjerg Sørensen
Major operational improvements Schouw & Co. had a good year and delivered solid improvements in 2011. I am very pleased to report that our portfolio companies reported strong operational performances and, for the first time in the history of our company, we generated EBITDA of more than DKK 1 billion. Over the past few years, our companies have all made a dedicated commitment to growing their businesses and strengthening their market positions. It is very encouraging to see the results of the large investments made and the hard work that our managements and our many employees have put into making this happen. At Schouw & Co., we are focused on three key issues: profitable growth, efficient use of capital and being primed for the future. If you are not focused on all three of these components, you will not create a profitable business in the long term. One of our core values is to make sure that we never forget how important every single penny is when determining selling prices, in procurement and in every single business process. In 2011, that approach helped us lift our profitability by a substantial margin. Our businesses have strengthened their strategic foundations and adapted their cost base, and they now stand well prepared to continue to prosper.
However, the state of the global economy has made us extra cautious, and we are ready to act swiftly and firmly if things do not develop as we expect. Schouw & Co. expects to generate a substantial cash flow over the next few years. That gives us a comfortable position from which to capitalise on any opportunities that may arise in our markets. We expect 2012 to be yet another year of prosperous developments and growing earnings for Schouw & Co. President Jens Bjerg Sørensen
As a financially and environmentally responsible business, Schouw & Co. will not print and distribute a conventional annual report in 2012. This year, we have prepared a shareholder magazine to accompany our full-length annual report. Readers may benefit from reading the annual report in conjunction with the shareholder magazine. The annual report contains a full presentation of financial statements and a full management’s report. The articles provided in the shareholder magazine provide more in-depth information and describe the opportunities available to our businesses and the challenges they face. The shareholder magazine is available in a print version and electronically at www.schouw.dk
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Key figures
GROUP SUMMARY (DKK MILLION)
2011
2010
2009
2008
2007
9,821.2 756.5 337.6 124.4 4.0 21.4 (871.5) (143.5) (865.2) (38.3) (903.5) 0.1 (903.4)
8,150.3 764.3 438.8 438.8 (3.0) 0.0 1,466.8 (136.5) 1,766.1 (102.4) 1,663.7 19.5 1,683.2
Revenue Operating profit before depriciation (EBITDA) EBIT before goodwill impairment Operating profit (EBIT) Profit/(loss) after tax in associates Profit/loss from divestment of equity investments Value adjustment of financial investment 1) Net financials before value adjustm. of financial investm. Profit/(loss) before tax Tax on the profit/loss for the year Profit for the year from continuing operations Profit for the year from discontinued operations Profit/(loss) for the year
11,929.0 1,049.3 653.1 646.3 (26.0) 1.9 (556.2) (107.2) (41.2) (30.8) (72.0) 0.0 (72.0)
9,450.8 752.8 368.6 368.6 (0.6) 1.1 (518.1) (92.2) (241.2) 114.6 (126.6) 166.8 40.2
8,439.7 587.9 192.4 190.0 (11.4) 0.0 40.6 (117.7) 101.5 (28.5) 73.0 77.9 150.9
Share of equity attributable to shareh. of Schouw & Co. Minority interests Total equity Total assets Net interest bearing debt (NIBD) Working capital
4,196.1 33.9 4,230.0 9,900.5 2,744.6 2,146.8
4,391.6 3.5 4,395.1 8,899.9 2,166.4 1,614.0
4,454.5 298.9 4,753.4 9,658.5 2,280.7 1,455.4
4,414.7 220.2 4,634.9 10,153.2 2,996.4 2,208.3
4,972.4 669.1 5,641.5 10,316.4 2,641.3 1,842.4
3,287 418.8 564.4 324.6 (1.7) 13.8 42.7 8.8 5.4 2.6
3,166 444.4 472.3 318.3 (0.5) 9.8 49.4 8.0 3.9 2.9
3,334 1,191.2 208.4 322.2 2.5 5.8 49.2 7.0 2.3 3.9
3,743 273.0 335.2 328.0 (19.1) 7.3 45.6 7.7 1.3 4.0
3,541 281.4 308.8 300.5 39.2 10.4 54.7 9.4 5.4 3.5
(3.07)
(0.97)
4.43
(35.34)
70.74
Other financial data Average number of employees during the year Cash flow from operating activity Investments in property, plant and equipment Depreciation of property, plant and equipment Return on equity (%) ROIC (%) Equity ratio (%) EBITDA margin (%) EBIT margin (%) NIBD/EBITDA Per share data 2) Earnings per share (of DKK 10) Dividend per share (of DKK 10) Net asset value per share (of DKK 10) Share price at year end (of DKK 10) Price/net asset value Market capitalisation 3)
4.00 178.62 92.50 0.52 2,173.0
3.00 183.93 133.50 0.73 3,187.5
3.00 177.15 94.45 0.53 2,375.0
3.00 168.25 76.21 0.45 1,999.7
3.00 215.42 220.70 1.02 5,094.3
The financial ratios have been calculated in accordance with “Recommendations & Ratios 2010”, issued by the Danish Society of Financial Analysts. Value adjustment consists of value adjustments and dividends from the holdings of shares in Vestas and Lerøy. Key ratios per share have been adjusted to reflect the issue of bonus shares. 3) Market capitalisation is calculated excluding the holding of treasury shares. 1)
2)
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Growth in revenue and operational earnings – 2011 was a good year 2011
n 2011 was a year of big improvements in revenue and even bigger improvements in operational earnings. n In May, Fibertex Nonwovens acquired the French company Tharreau Industries, increasing revenue substantially. n The greater business activity and the acquisition of Tharreau Industries increased the working capital tie-up by 33%. n The financial investments in Vestas and Lerøy had a negative aggregate impact of DKK 556 million. n Net interest-bearing debt rose by DKK 578 million, but its ratio relative to EBITDA fell to 2.6x.
2012
n Both revenue and earnings are expected to continue growing in 2012, despite the general global economic uncertainty. n For 2012, Schouw & Co. expects to generate consolidated revenue in the range of DKK 12.5–13.0 billion (2011: DKK 11.9 billion) and EBIT in the DKK 660-740 million range (2011: DKK 646 million).
BioMar
n Volumes sold up by 26%, revenue improved by 34% and EBIT was up 81%. The advances were mainly due to the operations in Norway and in Chile.
Fibertex Personal Care
n Revenue increased due to higher raw materials prices, but earnings fell, inpart due to weaker sales in Europe in the first half of the year.
Fibertex Nonwovens
n Acquisition of Tharreau Industries lifted revenue, but rising raw materials prices and weak activities in the car industry caused an EBIT loss.
Grene
n Revenue was up by 6% and EBIT by 80% as a result of progress and efficiency improvements in Denmark, Poland and Norway.
Hydra-Grene
n 19% revenue growth based on higher OEM and aftermarket sales. EBIT margin lifted to 15%.
Martin
n Strong growth in the USA and Europe produced a 20% revenue improvement. Strong EBIT growth, but still substantial room for improvement.
Revenue growth
EBIT growth
Net interestbearing debt/ EBITDA
Dividend up by 1 DKK per share
26%
75%
2.6x
4 DKK 3
Our businesses
BioMar
Fibertex Personal Care
Fibertex Nonwovens
Grene
FAKTA BioMar is the world’s third-largest manufacturer of quality feed for the fish farming industry. The core business areas are feed for salmon, trout, sea bass and sea bream.
FACTS Fibertex Personal Care is among the world’s five largest manufacturers of spunbond/ spunmelt nonwovens for the personal care industry, manufacturing mainly nappies, sanitary towels and incontinence products.
FACTS Fibertex is among Europe’s leading manufacturers of nonwovens, i.e. nonwoven textiles used for a number of different industrial purposes.
FACTS Grene is a logistics and trading business operating in the sale of spare parts and accessories for the agricultural sector as well as sales, service and projects for industry.
GEOGRAPHY BioMar is headquartered in Aarhus, Denmark and operates production facilities in Norway, Scotland, Denmark, France, Spain, Greece and Chile.
GEOGRAPHY Head office in Aalborg, Denmark. Production facilities in Denmark and Malaysia and printing facilities in Germany.
MARKETS Core markets: Europe and South America.
MARKETS Core markets: Europe and South East Asia.
OWNERSHIP In 2005, Schouw & Co. took a 68.8% majority interest in BioMar, then a listed company. BioMar became a wholly owned subsidiary following a merger in 2008.
OWNERSHIP Fibertex was founded in 1968 and was acquired by Schouw & Co. in March 2002. The Personal Care activities have been a part of Fibertex since 1998 and were hived off as an independent portfolio company of Schouw & Co. at the beginning of 2011.
www.biomar.com
GEOGRAPHY Head office in Aalborg, Denmark. Production facilities in Denmark, France, the Czech Republic and South Africa. MARKETS Core markets in Europe, secondary markets in Africa and North America. OWNERSHIP Fibertex was founded in 1968 and was acquired by Schouw & Co. in March 2002. www.fibertex.com
GEOGRAPHY Head office in Skjern, Denmark. Central warehouse facilities in Denmark, Poland and Russia. MARKETS Core markets in Denmark and the rest of the Nordic region as well as Poland, Russia and the Baltic States. OWNERSHIP Grene was founded in 1915 and was acquired by Schouw & Co. in March 1988. www.grene.com
www.fibertexpersonalcare.com
Revenue in DKK million
4
7.269
1.314
726
1.307
Other investments
Hydra-Grene
Martin
Xergi
FACTS Hydra-Grene is a specialised trading and engineering company whose core business is trading and producing hydraulic components and systems development for industry as well as related consulting services.
FACTS Martin is the world’s leading manufacturer of computercontrolled effect lighting, which is sold to the entertainment and experience industries in most parts of the world. Martin is also a significant manufacturer of smoke machines.
FACTS Xergi is a leading supplier of turnkey biogas plants. Its core business consists of technology innovation, system design and installation as well as turnkey system operation and maintenance.
GEOGRAPHY Head office in Skjern, Denmark. Production facilities in Denmark and China. MARKETS Core markets in Denmark and the rest of Europe as well as Asia. OWNERSHIP HydraGrene was an independent member of the Grene group from 1974 to 2009, when the company was hived off from Grene and became an independent portfolio company of Schouw & Co.
GEOGRAPHY Head office in Aarhus, Denmark and production facilities in Denmark, the UK and China. MARKETS Core markets: Europe, North America and Asia. OWNERSHIP Schouw & Co. became the main shareholder of Martin in 1999 and the sole owner in 2001.
GEOGRAPHY Head office in Støvring, near Aalborg, Denmark MARKETS Core markets: Europe and the USA. OWNERSHIP Xergi has been owned on a fifty/ fifty basis by Schouw & Co. and Dalgasgroup since 2004. www.xergi.com
www.martin.com
Financial investments Schouw & Co. has two ownership stakes that are not considered to be of a long-term strategic nature: of 4 million shares in Vestas Wind Systems and of 1 million shares in the Norwegian company Lerøy Seafood Group. At December 31, 2011, these financial investments were recognised in the financial statements under investments at a carrying amount of DKK 329 million. Incuba Schouw & Co. holds a 49% stake in INCUBA A/S, a development and venture operation supporting entrepreneurial environments and investing actively in new companies. INCUBA is accounted for as an associated company. The carrying amount at December 31, 2011 was DKK 31 million. Property In addition to operational properties of the portfolio companies, Schouw & Co. owns two other properties, which are recognised under property, plant and equipment at a carrying amount of DKK 85 million at December 31, 2011.
www.hydra.dk
465
855
96
The link to consolidated revenue is shown in note 1.
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Management and financial report Highlights Overall, 2011 was a good year for the companies of the Schouw & Co. Group. There were a number of challenges during the year, but they were generally dealt with in a satisfactory manner, enabling the Group to improve consolidated revenue by 26% while EBIT surged by a full 75%. The large revenue improvement shows that most of the Group’s operations are not directly exposed to the general economic slump. The Schouw & Co. businesses have managed to align costs, capacity and focal areas with market demand, thereby creating a platform from which to restore growth. BioMar was the largest single contributor to the year’s revenue and earnings improvements. The company lifted its revenue by a substantial margin, mainly due to the increased volumes in Norway and Chile, and supported by tight cost management, among other factors, BioMar’s earnings improved by an even greater margin. As a result, the full-year EBIT was well above the most recent guidance provided in the Q3 2011 interim report. Fibertex Personal Care reported revenue improvements for 2011 driven by higher selling prices triggered by higher prices of raw materials. Volumes sold declined during the year. The full-year EBIT declined from 2010, mainly due to the lower volumes sold in Europa in the first half of 2011, but despite the downturn EBIT remained high and was at the upper end of the most recent guidance range. Fibertex Nonwovens reported a substantial revenue increase in 2011, mainly as a result of the acquisition of French nonwovens manufacturer Tharreau Industries. However, the full-year EBIT was impacted by the sharp price increases for raw materials during the first half of the year and by a drop in demand in the second half from those customer segments that are the most sensitive to the current economic slump in Europe. The full-year EBIT was within the most recent guidance range, but did not meet the original forecast. This is not believed to be a reflection of the earnings potential in Fibertex Nonwovens. Grene reported a revenue improvement for 2011 that was broadly founded and with a positive performance in all countries, in which the company operates. In addition to the direct effect of increasing revenue, earnings were further boosted by tight cost management and completed efficiency enhancements. Accordingly, the full-year EBIT was well
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ahead of the guidance provided at the beginning of the year as well as above the most recent guidance. Hydra-Grene generated a substantial revenue improvement in 2011 based on an increase in OEM and aftermarket sales, whereas sales to the wind turbine industry were largely in line with last year. The earnings for the year matched the positive revenue performance, and EBIT ended slightly higher than the most recent guidance. Martin is the company of the Group that has been most severely hit by the global economic downturn, but its performance in 2011 was characterised by quarterly continuous improvements and the company achieved an operating profit in each of the last two quarters of the year. Geographically, Martin’s revenue improvement was widely founded with increased business volumes in both the USA and Europe. The positive revenue performance was supported by Martin’s improved contribution margin and fixed costs remaining at the 2010 level. This brought full-year EBIT to a modest profit slightly above the upper end of the most recent guidance range and a substantial improvement relative to 2010. Xergi, the 50%-owned subsidiary, did not meet the expectations expressed at the beginning of the year, mainly due to delayed and postponed projects, and the associate Incuba incurred a loss due to losses on its venture activities. Lastly, the substantial unrealised value adjustments on the Group’s financial investments had a severe negative impact on net financials. Group developments In 2010, Fibertex began preparations for a demerger of its two main business areas, and effective from January 1, 2011, Fibertex Personal Care and Fibertex Nonwovens became separate businesses in a move intended for both of them to continue to pursue their potential. In March 2011, Fibertex Nonwovens agreed to acquire 85.27% of the shares in Tharreau Industries from that company’s principal shareholder. The acquisition was finalised in May 2011. The ownership interest has since been increased to 89.64% and at the beginning of 2012, the company changed its name to Fibertex Nonwovens. In 2009, the Group identified significant growth opportunities within selected areas and therefore took steps to expand production capacity substantially at BioMar in Norway and at Fibertex Personal
Care in Malaysia. Both expansion projects were completed according to plan. The BioMar project, which also included an extended logistics system, began operations before the start of the high season in late summer 2011, and the Fibertex Personal Care project became operational by the end of 2011. After the end of 2011, Grene demerged its activites in Poland into two units, one for wholesale and the other focused on retail business. The demerger is expected to enhance the performance in both areas. In addition, all of our businesses have on a smaller scale launched initiatives in 2011 aimed at creating profitable growth, including expansion and automation of warehouse facilities at Grene, system development and geographical expansion at Hydra-Grene and structural optimisation and technology innovation at Martin. Special risks Schouw & Co. is an industrial conglomerate whose business activities are distributed on a number of business areas and a portfolio of securities. By diversifying its businesses, the Group spreads its ordinary business risk exposure related to its individual business areas. However, several of the Group’s business areas rely on certain raw materials and are thus sensitive to major fluctuations in the prices of such raw materials. This applies especially to BioMar and the two Fibertex businesses. For all of the Group’s companies, the economic slump continues to increase the general uncertainty
with respect to debtors. All Group businesses are very attentive to following up on debtors. The Group has only to a limited extent taken out insurance against losses on receivables. The parent company and the individual companies of the Group have interest-bearing debt, some of which has short-term maturities, while some carries floating interest rates, resulting in overall ordinary risk. It is important to Schouw & Co. to have a prudent valuation of the Group’s assets, and that individual companies cannot jeopardise the overall Group. The majority of the company’s activities are located in Denmark and elsewhere in Europe, but it also has substantial assets outside of Europe, primarily in Malaysia and Chile. The Group believes that it has customary insurance coverage for its assets.
Events after the balance sheet date
Other than as set out elsewhere in this Annual Report, Schouw & Co. is not aware of events occurring after December 31, 2011, which are expected to have a material impact on the Group’s financial position or outlook.
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Income statements and cash flows Revenue Consolidated revenue was up by DKK 2,478 million from DKK 9,451 million in 2010 to DKK 11,929 million in 2011. Acquisitions contributed DKK 280 million to the consolidated revenue. Deducting acquired revenue leaves organic revenue growth of DKK 2,198 million, equivalent to a growth rate of 23%. The improvement was broadly founded in all business areas, but BioMar in particular contributed strongly, producing 34% revenue growth and accounting for 84% of the organic growth. Changes in exchange rates had no material effect on recognition of foreign subsidiaries in consolidated revenue. Selling prices closely related or contractually tied to raw materials prices lifted revenue due to higher raw materials prices for the BioMar and Fibertex businesses. Operating profit Operating profit (EBIT) was DKK 646 million, an increase of DKK 277 million, or 75%, from DKK 369 million in 2010. The improvement derived mainly from BioMar (earnings improvement of DKK 162 million) and from Martin and Grene (improvements of DKK 71 million and DKK 39 million respectively). Fibertex Personal Care reported a slight fall of DKK 12 million.
Income from investments in associates There was a net loss from investments in associates after tax of DKK 26 million against a loss of DKK 1 million in 2010. Most of this loss (DKK 21 million) derived from Incuba due to losses on its venture activities. The other associates reported in aggregate a loss of DKK 5 million consisting of a loss of almost DKK 6 million on the ownership interest in Fibertex South Africa and a profit of almost DKK 1 million from other associates. Financial income and expense The Group’s financial items amounted to a net expense of DKK 663 million, compared with a net expense of DKK 610 million in 2010. Financial items were strongly affected by the unrealised value adjustments of the financial investments in Vestas and Lerøy totalling DKK 556 million, compared with DKK 518 million in 2010. The value adjustments for 2011 were DKK 456 million for Vestas and DKK 100 million for Lerøy. Calculated net of the effect of the financial investments, net financial expenses were up by DKK 15 million to DKK 107 million, the increase mainly being the result of the Group’s higher average net interest-bearing debt relative to 2010.
Acquisitions and divestments
At the beginning of March 2011, the Schouw & Co. Group acquired 85.27% of the shares in Tharreau Industries, a French nonwovens manufacturer, at a price of EUR 30 per share, for a total price of DKK 253 million. In connection with the acquisition, a mandatory tender offer of EUR 31.50 per share was made for the remaining shares, which brought the ownership interest to 89.64%. The acquired business was consolidated in Schouw & Co.’s financial statements from the beginning of May 2011 when all regulatory approvals had been obtained. In addition, the Group acquired, through Grene in the spring of 2011, a small business at a price of DKK 8 million. The acquisition involves three shops in Poland, which have been integrated into Grene’s Polish activities.
Accounting policies
In 2011, Schouw & Co. implemented amendments to existing accounting standards and interpretations, including IAS 24 and IAS 32, but has otherwise made few reclassifications, and these have affected only a few aspects of presentation. The changes have no effect on neither profit/loss for the year nor equity. Apart from the above, the accounting policies are unchanged from last year.
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Income tax Schouw & Co. incurred a loss before tax for the year of DKK 41 million. Tax on the financial results for the year was an expense of DKK 31 million, which was mainly attributable to non-deductible costs, of which the value adjustment of the shares in Lerøy accounted for approximately DKK 30 million. Profit/loss on discontinued operations There were no discontinued operations in 2011. The discontinued operations recognised in 2010 related to the divested Norwegian fish farming business Sjøtroll Havbruk. Cash flow statement Cash flows from operations for the year amounted to DKK 419 million compared with DKK 444 million in 2010. Cash flows from operations for the year before changes in working capital improved by DKK 319 million to DKK 1,074 million. Working capital was up by DKK 428 million in 2011, or by 27%, which was consistent with the increase in revenue. The overall net cash flows for the year increased from DKK 484 million in 2010 to DKK 803 million in 2011. The acquisition of Tharreau Industries contributed DKK 215 million of the DKK 319 mil-
lion increase, while the rest was attributable to investments in property, plant and equipment in BioMar and Fibertex Personal Care, as both of these businesses completed projects involving capacityincreasing facilities in 2011. Investments in intangible assets, much of which involved development costs for Martin, amounted to DKK 56 million against DKK 42 million in 2010. The cash flows from operating activities, at DKK 419 million, were DKK 384 million less than the total investment for the year of DKK 803 million, which explains much of the DKK 612 million increase in interest-bearing debt. In addition, dividends of DKK 71 million were paid to shareholders and the purchase of treasury shares amounted to DKK 69 million. Cash and cash equivalents at year end, comprising bank deposits, increased by DKK 90 million to stand at DKK 541 million at December 31, 2011. Much of the cash held was of a temporary nature at the end of the year and was used to pay creditors immediately thereafter.
The Group’s capital resources Equity strength and capital resources have generally become the subject of increased attention due to the global economic slump. In a situation like that, it is very reassuring to know that the Schouw & Co. Group has a relatively high equity ratio and therefore only moderate financial gearing. Investments made and growth achieved in 2011 have increased both the working capital tie-up and net interest-bearing debt, but have also produced a substantial improvement in EBITDA. The higher earnings bring the Group in a better position to make investments and reduce debt concurrently with still having the ability to pay stable dividends.
The consolidated net interest-bearing debt amounted to DKK 2,745 million at December 31, 2011. The total interest-bearing debt amounted to DKK 3,325 million, of which 31% was categorised as non-current and 69% as current liabilities. Some 81% of the Group’s total debt is floating rate. In terms of currencies, 27% is in Danish kroner and 41% is in euros. The rest is denominated in local currencies in markets where the Group has material business activities. In addition to its strong solvency position and well-established relations with its financial business partners, Schouw & Co. has a highly liquid investment at its full disposal consisting of the holdings of 4,000,000 shares in Vestas and 1,000,000 shares in Lerøy.
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Balance sheet
Dividends The Board of Directors intends to recommend to the shareholders in general meeting that a dividend of DKK 4 per share of DKK 10 nominal value be paid in respect of the 2011 financial year, equal to total dividend payments of DKK 102 million.
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Assets The Schouw & Co. Group’s total assets amounted to DKK 9,901 million at December 31, 2011 compared with DKK 8,900 million at December 31, 2010. The DKK 1,001 million increase in total assets covers a number of material and opposing factors. Intangible assets amounted to DKK 1,142 million, which was DKK 67 million higher than last year. The difference was caused mainly by the addition of goodwill and other intangibles related to the acquisition of Tharreau Industries. Property, plant and equipment increased by a net amount of DKK 366 million in 2011, a large part of which represents plant and machinery from the acquisition of Tharreau Industries. The rest consisted of production plant in BioMar and Fibertex Personal Care. The remaining businesses had net disposals of DKK 41 million, as amortisation and depreciation charges were greater than investments made. In other non-current assets, investments in associates fell by DKK 31 million from DKK 94 million to DKK 63 million mainly due to losses incurred. Securities fell by DKK 571 million, which was mainly attributable to unrealised capital losses on shares in Vestas and Lerøy. The Group’s holding of Vestas shares fell by DKK 456 million to DKK 248 million at the end of the year. In addition, the holding of shares in Lerøy fell by DKK 109 million. The Lerøy shares are recognised in current assets at a value of DKK 81 million. Non-current receivables and deferred tax assets were up by DKK 130 million to DKK 377 million, of which DKK 126 million involved an investment grant relating to Fibertex Personal Care in Malaysia. Current assets increased by DKK 931 million, of which increases in inventories and receivables amounted to DKK 351 million and DKK 566 million, respectively. The higher inventories and trade receivables are of course a reflection of the 26% growth in consolidated revenue and the effects of the acquisition of Tharreau Industries. Securities recognised in current assets fell by DKK 109 million and, as mentioned, consist of Lerøy shares. Cash and cash equivalents amounted to DKK 541 million at December 31, 2011, an increase of DKK 90 million.
Shareholders’ equity Consolidated equity including minorities fell by a net amount of DKK 165 million in 2011. The change consisted of several opposing factors. Foreign exchange adjustments in foreign units and the addition of minority interest relating to the acquisition of Tharreau Industries added DKK 14 million and DKK 30 million respectively to equity. In addition, dividends paid to shareholders and the purchase of treasury shares had a negative impact on equity in the amount of DKK 140 million. After giving effect to the loss for the year of DKK 72 million, Schouw & Co.’s equity including minority interests amounted to DKK 4,230 million at December 31, 2011 (equity ratio of 42.7%), compared with DKK 4,395 million a year earlier (equity ratio of 49.4%). Treasury shares At December 31, 2010, Schouw & Co. held 1,623,275 treasury shares, corresponding to 6.37% of the share capital. During 2011, Schouw & Co. acquired an additional 536,750 treasury shares at an aggregate price of DKK 76 million, while selling 151,662 treasury shares for the Group’s employee share scheme and share option programme. Accordingly, Schouw & Co. held 2,008,363 treasury shares at December 31, 2011, corresponding to 7.88% of the share capital. The portfolio of treasury shares is recognised at DKK 0. Liabilities The Group’s total liabilities increased by DKK 1,166 million to DKK 5,671 million at December 31, 2011, of which the interest-bearing debt amounted to DKK 3,324 million, an increase of DKK 699 million relative to December 31, 2010. Trade receivables and other liabilities increased by DKK 365 million to DKK 2,056 million at December 31, 2011.
Outlook
Outlook Overall, the companies of the Schouw & Co. Group performed well during 2011, reporting substantial improvements in both revenue and EBIT. Our businesses have maintained good competitive strength. Adjustments have been made in preparation for the expected market conditions, and a host of business initiatives have been taken that can provide a foundation for profitable growth. We monitor very closely the economic turbulence currently affecting a large number of markets, especially in Europe. Some of our businesses are very sensitive to the situation while others are more robust. We remain focused on optimising existing operations and phasing out nonstrategic activities not generating sufficient profitability. The economic turmoil has given us a natural incentive to pay more attention to optimising the use of our capital resources. BioMar expects market growth in the North Sea region (Norway and Scotland) and in Chile in 2012, although at a somewhat lower rate than seen in 2011 and notes that weather conditions cannot be assumed to be as favourable in 2012 as they were in 2011. A relatively stable market is expected in Continental Europe and overall, BioMar expects moderate revenue and earnings growth following the strong improvements of 2011. Fibertex Personal Care sees Europe as a market with limited growth opportunities and resulting strong price pressure. Asia is a growing market that also has price competition, but where growing demand absorbs the surging supply in the region. The challenge at hand is to utilise the greater production capacity at the factory in Malaysia during 2012. Fibertex Personal Care expects to lift revenue and maintain EBIT at the 2011 level. Fibertex Nonwowens expects 2012 to be a year of economic downturn and challenging market conditions, but the company stands to capitalise during the year on the efficiency-improving measures
implemented and on an increase in sales of the new products launched in recent years. Fibertex Nonwowens expects to increase revenue in 2012 as the acquired French business will be consolidated for the full year, and a strong improvement in EBIT relative to 2011. Grene continues to see good development opportunities in the company’s business areas and expects a positive revenue performance in 2012. Grene is well positioned to meet the international competition and expects to retain its healthy earnings and to keep EBIT at the 2011 level. Hydra-Grene expects to maintain the good sales performance to the OEM industry and the aftermarket, and to lift sales to the wind turbine industry. The market is expected to be very price competitive and strongly fluctuating demand during the year will make it difficult to optimise costs. As a result, Hydra-Grene projects a slight drop in 2012 EBIT relative to 2011. Martin expects the gradual market recovery materialising in 2011 to continue in the years ahead, whereas in Europe it expects the current economic turmoil to limit growth in 2012. Martin expects to increase
DKKm BioMar Fibertex Personal Care Fibertex Nonwovens Grene Hydra-Grene Martin Other (incl. eliminations) Total Associates Financial investments Other financial items Profit before tax
its achieved revenue and at the same time continue to strengthen its earnings power. The profit guidance for other businesses includes Xergi, which expects to improve both revenue and earnings in 2012. Overall, Schouw & Co. expects to generate consolidated revenue in the range of DKK 12.5–13.0 billion in 2012. The revenue may change quite substantially due to changes in raw materials prices, without necessarily having any notable effect on profit. Schouw & Co. applies a profit forecast range for each individual business. Aggregating the individual company profit forecasts leads to consolidated guidance for 2012 of EBIT in the range of DKK 660-740 million, which implies another improvement on top of the substantial increase of 2011. As in previous years, earnings are expected to be unevenly distributed over the year and to be the lowest in the first quarter and the highest in the third quarter of the year. Consolidated financial items for 2012 are expected to be an expense in the region of DKK 120 million, excluding the effects from financial investments.
EBIT forecast
EBIT actual
Revenue forecast
Revenue actual
2012
2011
2012
2011
360-380 145-155 15-25 80-90 60-70 20-30 (10-20) 660-740 (10) (120) 530-610
362 148 (7) 87 69 2 (15) 646 (24) (556) (107) (41)
c. 7,500 1,500-1,600 c. 900 c. 1,400 c. 500 c. 875 c. 25 12,500-13,000
7,269 1,314 726 1,307 465 855 (7) 11,929
11
Board of Directors
Chairman
Deputy Chairman
Board member
Board member
Jørn Ankær Thomsen
Erling Eskildsen
Niels Kristian Agner
Erling Lindahl
Born 1945. Elected to the Board in 1982. Term expires in 2014.
Born 1941. Elected to the Board in 1988. Term expires in 2012.
Born 1943. Elected to the Board in 1998. Term expires in 2014.
Born 1945. Elected to the Board in 2000. Term expires in 2012.
Educational background LL.M., University of Copenhagen. Attorney and partner of Gorrissen Federspiel Law Firm. Member of the company’s audit committee.
Managing director of Givesco A/S, the main shareholder of Schouw & Co.
B.Sc. (Bus.Adm.) from the Copenhagen Business School and professional board member. Chairman of the company’s audit committee.
Mechanical engineer from Sønderborg Technical College, Denmark. Managing Director of Momenta ApS. Member of the company’s audit committee.
Directorships Chairman Aida A/S, Carlsen Byggecenter Løgten A/S, Th. C. Carlsen Løgten A/S, Carlsen Supermarked Løgten A/S, Danish Industrial Equipment A/S, DB 2001 A/S, Den Professionelle Forening Danske Invest Institutioinal, Fibertex Nonwovens A/S, Fibertex Personal Care A/S, F.M.J. A/S, Fåmandsforeningen Danske Invest Institutional, GAM Holding A/S, GAM Wood A/S, Givesco A/S, Investeringsforeningen Danske Invest, Investeringsforeningen Danske Invest Almen Bolig, Investeringsforeningen Danske Invest Select, Kildebjerg Ry A/S, Løgten Midt A/S, Martin Professional A/S, Placeringsforeningen Profil Invest, Schouw & Co. Finans A/S, Specialforeningen Danske Invest, Søndergaard Give A/S. Deputy Chairman Carletti A/S, P. Grene A/S, Jens Eskildsen og Hustru Mary Antonie Eskildsens Mindefond.
Directorships Chairman Carletti A/S, Dan Cake A/S, Dan Cake Services ApS, Givesco Bakery A/S, Leighton Foods A/S. Board member Danish Industrial Equipment A/S, Givesco A/S, P. Grene A/S, Hydra-Grene A/S, OK Snacks A/S, Struer Brød A/S, Søndergaard Give A/S. Executive management Danish Industrial Equipment A/S, Givesco A/S, Søndergaard Give A/S. Shares held in Schouw & Co. Holds 1,004,462 shares in Schouw & Co. Independence as a board member Erling Eskildsen is not considered to be independent due to his affiliation with the main shareholder Givesco A/S and the fact that he has served more than 12 years on the Board.
Directorships Chairman G.E.C. Gad A/S, SP Group A/S, SP Moulding A/S. Board member Dantherm A/S, D.F. Holding, Skive A/S, G.E.C. Gads Forlag A/S. Executive management Pigro Management ApS Shares held in Schouw & Co. Holds 26,000 shares in Schouw & Co. Independence as a board member Niels Kristian Agner is no longer considered to be independent, having served more than 12 years on the Board.
Directorships Chairman Incuba Science Park A/S, Kontorhuset Svendborg A/S, Lindl Group A/S, Venti A/S. Board member Incuba A/S, Incuba Venture I K/S, Lindahl & Co. ApS, Lübker Square K/S, Momenta Invest A/S, Moprre A/S Skandinavisk Båndkompagni A/S. Executive management BLM Foods ApS, Lindahl & Co. ApS, Lübker Square K/S, Momenta ApS, Momenta Invest A/S, Moprre A/S. Shares held in Schouw & Co. Holds 85,800 shares in Schouw & Co. Independence as a board member Erling Lindahl is considered to be independent.
Board member ASM Foods AB (Sverige), BioMar Group A/S, Dan Cake A/S, Danske Invest Management A/S, Develco Products A/S, Ejendomsselskabet Blomstervej 16 A/S, Givesco Bakery A/S, Hydra-Grene A/S, Vestas Wind Systems A/S, Købmand Th. C. Carlsens Mindefond. Executive management AAdvokatanpartsselskabet Jørn Ankær Thomsen, Perlusus ApS. Shares held in Schouw & Co. Holds 33,220 shares in Schouw & Co. Independence as a board member
12
Jørn Ankær Thomsen is not considered to be independent due to his affiliation with the main shareholder Givesco A/S, and a law firm which acts as an adviser to the company and the fact that he has served more than 12 years on the Board.
Directorships in other companies and other key management positions. Shareholdings include each board member’s or executive’s shares in Schouw & Co. and those held by their connected persons.
Executive management
Board member
Board member
President
Vice President
Kjeld Johannesen
Jørgen Wisborg
Jens Bjerg Sørensen
Peter Kjær
Born 1953. Elected to the Board in 2003. Term expires in 2015.
Born 1962. Elected to the Board in 2009. Term expires in 2013.
Born in 1957. Appointed in 2000.
Born in 1956. Appointed in 1993.
Business diploma (HD), Marketing economics, Copenhagen School of Business. CEO of Danish Crown a.m.b.a.
MSc from the Aarhus School of Business and CEO of OK a.m.b.a.
Business graduate, Niels Brock Business College, Business diploma (HD), Marketing economics, Copenhagen Business School, IEP – Insead Executive Programme, Insead, France.
BSc, Electronic Engineering, Engineering College of Aarhus, Business diploma (HD), Marketing economics, Aarhus School of Business, MBA from IMD, Lausanne, Switzerland.
Directorships
Directorships
Chairman BioMar Group A/S, Dovista A/S, P. Grene A/S, Hydra-Grene A/S.
Chairman Erhverv Aarhus, Helsingforsgade 25 Aarhus A/S, Østjysk Innovation A/S.
Directorships Chairman DAT-Schaub A/S, DC France SA, pork division, DC UK Ltd., DC USA Inc., DI’s udvalg for erhvervspolitik, KLS Ugglarps AB, Tulip Food Company A/S. Deputy Chairman Saturn Nordic Holding AB, Slagteriernes Arbejdsgiverforening, Sokolow SA. Board member DC Trading Japan Ltd., Plumrose USA Inc., Tulip Ltd.
Directorships Chairman Danoil Exploration A/S, DK-Benzin A/S, Energidata ApS, Kamstrup A/S, OK Plus A/S og Samfinans A/S. Deputy Chairman Energi- og olieforum. Board member Miljøforeningen af 1992. Executive management OK a.m.b.a., Rotensia ApS. Shares held in Schouw & Co.
Executive management Danish Crown a.m.b.a., Danish Crown A/S.
Holds 15,000 shares in Schouw & Co.
Shares held in Schouw & Co.
Independence as a board member
Holds 20,000 shares in Schouw & Co. Independence as a board member Kjeld Johannesen is considered to be independent.
Jørgen Wisborg is considered to be independent.
Deputy Chairman Fibertex Nonwovens A/S, Fibertex Personal Care A/S, Martin Professional A/S, Xergi A/S. Board member Aida A/S, DB 2001 A/S, F.M.J. A/S, Incuba A/S, Incuba Komplementar ApS, Købmand Herman Sallings Fond, Schouw & Co. Finans A/S, Tryg A/S, Tryg Forsikring A/S, Tryghedsgruppen SMBA. Direktion Jens Bjerg Sørensen Datterholding 1 ApS, Jens Bjerg Sørensen Holding ApS, Schouw & Co. Finans A/S. Shares held in Schouw & Co.
Deputy Chairman Den Gamle By. Board member DB 2001 A/S, P. Grene A/S, Grene Danmark A/S, Grene Dustrybucja Sp. z o.o. Grene Industri-service A/S, Grene Sp. z o.o., Hydra-Grene A/S, Xergi A/S. Executive management DB 2001 A/S, Incuba A/S, Incuba Komplementar ApS, Udlejningsselskabet Nordhavnsgade 2-3 st. th. ApS. Shares held in Schouw & Co. Holds 24,260 shares in Schouw & Co.
Holds 49,804 shares in Schouw & Co.
13
Investor Information
Capital and share structures The shares of Aktieselskabet Schouw & Co. are listed on NASDAQ OMX Copenhagen under securities identification/ISIN code DK0010253921. The company has 25,500,000 issued shares of DKK 10 nominal value, equal to a total share capital of DKK 255,000,000 nominal value. Each share carries one vote, for a total of 25,500,000 voting rights. The company’s Board of Directors reviews the company’s capital and share structures at appropriate intervals. The company’s Board of Directors gives priority to retaining a high equity ratio in order to ensure the necessary financial versatility. Register of shareholders The company’s registrar is: Computershare A/S Kongevejen 418 DK-2840 Holte Composition of shareholders Schouw & Co. has some 7,600 registered shareholders of whom the following are listed in the company’s register in accordance with section 56 of the Danish Companies Act: Givesco A/S Direktør Svend Hornsylds Legat Aktieselskabet Schouw & Co.
28.09% 14.82% 7.88%
Pursuant to the provisions of Section 31 of the Danish Securities Trading Act, the three shareholders Givesco A/S, Direktør Svend Hornsylds Legat and Erling Eskildsen, who holds 3.94%, are considered as a single shareholder of Schouw & Co. The three shareholders hold in aggregate 46.85% of the shares in the company. Members of the Board of Directors and the Executive Management of Schouw & Co. and their connected persons held a total of 1,184,482 and 74,064 shares, respectively, in the company at December 31, 2011. Treasury shares At the end of 2011, the company held 2,008,363 treasury shares, equal to 7.88% of the share capital. The market value of the holding of treasury shares
14
was DKK 186 million at December 31, 2011. The portfolio of treasury shares is recognised at DKK 0. Share price performance The Schouw & Co. share closed the year at a price of DKK 92.50 (official year-end price), compared with DKK 133.50 per share at December 31, 2010, corresponding to a 30.7% decline. Accordingly, the total market capitalisation of the company’s listed share capital amounted to DKK 2,359 million at the close of the financial year, against DKK 3,404 million at the close of 2010. Adjusted for the holding of treasury shares, the company’s market capitalisation was DKK 2,173 million at December 31, 2011. Incentive plans Since 2003, Schouw & Co. has operated a sharebased incentive programme comprising the Executive Management and senior managers, including the executive managements of subsidiaries. Under the share-based incentive programme, Schouw & Co. awarded, in March 2011, a total of 55,000 share options to members of the Executive Management (two persons) and a total of 184,000 share options to other senior managers, including the executive managements of subsidiaries (thirteen persons). The share options are exercisable during a 24-month period following the publication of Schouw & Co.’s full-year profit announcement for the 2012 financial year at a strike price of DKK 129.60 plus a 4% premium per annum from the date of grant until the date of exercise. The overall guidelines for incentive programmes approved by the company’s shareholders in general meeting are available from the company’s website, www.schouw.dk. Investor relations policy Schouw & Co. aims to create value and achieve results to match the best of our industry peers. The company’s investor relations policy is to provide reliable information and to maintain professional relations with shareholders and the market so as to ensure that investors always have the necessary information to make an assessment of the Group’s true values. Schouw & Co. complies with the duty of disclosure rules of NASDAQ OMX Copenhagen. The company’s annual and interim reports and its
ing such periods, our financial communications are subject to special restrictions. Any queries to the company’s management should be e-mailed to: schouw@schouw.dk.
stock exchange announcements of the last three years are available from its web site, www.schouw. dk, where users can also subscribe to the company’s news service. Schouw & Co. holds presentations when releasing the company’s annual and half-yearly reports. Such presentations are web cast in order to ensure that all investors have equal access. Presentations are available for subsequent viewing on the company’s website. Schouw & Co. also occasionally holds meetings with investors and other parties. Presentations from such meetings are also available from the company’s web site. Schouw & Co. observes a three-week silent period ahead of releasing financial reports. Dur-
Website Schouw & Co.’s web site – www.schouw.dk – contains announcements to the Copenhagen Stock Exchange and press releases, as well as more detailed information on the Group. On the web site, interested parties can also subscribe to the company’s news service.
Schouw & Co.’s announcements to the Danish FSA and NASDAQ OMX Copenhagen since January 1, 2011. The announcements are available at the company’s web site, www.schouw.dk. 21/12/2011. No. 12.
08/03/2011. No. 2. 03/03/2011. No. 1.
Fibertex Nonwovens negotiates acquisition of a 85% stake in Tharreau Industries
Fibertex Nonwovens acquiring 85% stake in Tharreau Industries
05/05/2011. No. 7. 07/04/2011. No. 5. 10/03/2011. No. 3.
Annual Report 2010
Major shareholder announcement and information on treasury shares
Interim report – First quarter of 2011
14/04/2011. No. 6.
17/03/2011. No. 4.
Continuation of incentive programme
Tharreau Industries – Takeover bid completed
11/05/2011. No. 8.
Annual general meeting of Schouw & Co.
Schouw & Co.’s financial calendar for 2012
08/07/2011. No. 9.
Transaction to acquire 85.27% of the shares in Tharreau Industries now closed
18/08/2011. No. 10.
Interim report – First half year of 2011
03/11/2011. No. 11.
Interim report – Third quarter of 2011
13.01.2012. No. 1.
Schouw & Co. upgrades full-year EBIT guidance to approx. DKK 640 million. DKK 150 DKK 145 DKK 140 DKK 135 DKK 130 DKK 125 DKK 120 DKK 115 DKK 110
Price performance n Schouw & Co. shares on NASDAQ OMX n OMXC20 index relative to Schouw & Co. shares n MidCap index relative to Schouw & Co. shares Copenhagen
DKK 105 DKK 100 DKK 95
jan 11
feb 11
mar 11
apr 11
may 11
jun 11
jul 11
aug 11
sep 11
oct 11
nov 11
dec 11
jan 12
feb 12
DKK 90
15
Management Bodies
The Board of Directors of Schouw & Co. The Board of Directors of Schouw & Co. consists of six shareholder-elected members who elect a chairman and a deputy chairman from among their number. Board members are elected for terms of four years and for purposes of continuity the individual members are up for election in different years. When a new Board candidate is nominated, emphasis is on the potential new member possessing the professional knowledge and experience to contribute to maintaining the necessary scope of competence on the Board and on the potential new member being able to act independently of special interests. The Board of Directors carries out an annual selfassessment, applying a structured model. The chairman is responsible for carrying out the assessment, and the results are discussed by the entire Board. The Board of Directors is responsible for the overall management of the company, which includes appointing the members of the Executive Management, laying down guidelines for and exercising control of the work performed by the Executive Management, organising the company’s business in a responsible manner, defining the company’s business concept and strategy and evaluating the adequacy of the company’s capital contingency programme. The duties of the Board are set out in the company’s rules of procedure, and Board meetings are conducted in accordance with a fixed master agenda, which over the full year ensures compliance with the Board’s rules of procedure. The Board of Directors held six Board meetings, a conference call and a two-day Board seminar in 2011, corresponding to the ordinary level of Board activity in the company. Ordinary Board meetings are scheduled at least six months in advance. Board meetings are normally
Financial calendar April 11, 2012 May 3, 2012 August 16, 2012 November 8, 2012
16
attended by all members of the Board and the Executive Management. For reasons of principle, the Chairman of the Board, Jørn Ankær Thomsen, does not participate in business regarding the holding of shares in Vestas Wind Systems A/S. The Audit Committee of Schouw & Co. The Board of Directors of Schouw & Co. has appointed an audit committee consisting of Niels Kristian Agner (chairman), Jørn Ankær Thomsen and Erling Lindahl. Erling Lindahl is considered to be independent, Niels Kristian Agner is not considered to be independent, having served on the board for more than 12 years, and Jørn Ankær Thomsen is not considered to be independent due to his affiliation with the main shareholder Givesco A/S, his affiliation to a law firm which acts as an adviser to the company and because he has served on the board for more than 12 years. All three members are considered to meet the requirements under the Auditors’ Act on accounting qualifications. The Audit Committee’s task is mainly to monitor the work and processes relating to the financial reporting process. The Committee assists the Board in assessments and controls relating to auditing, accounting policies, systems of internal controls, financial reporting, etc. The Audit Committee held four meetings in 2011. The Executive Management of Schouw & Co. The members of the Executive Management of Schouw & Co. are Jens Bjerg Sørensen, President, and Peter Kjær, Vice President. The members of the Executive Management are registered with the Danish Business Authority. The Executive Management is in charge of the day-to-day management of the company both at
Annual General Meeting Release of Q1 2012 interim report Release of H1 2012 interim report Release of Q3 2012 interim report
parent company and consolidated level and complies with the guidelines and directions issued by the Board of Directors. The day-to-day management does not include any transactions that, considering the company’s circumstances, are of an unusual nature or of material importance. Such transactions can only be made by the Executive Management upon specific authority from the Board of Directors unless awaiting a decision by the Board of Directors would cause significant disadvantage to the activities of the company. Management of the portfolio companies The Schouw & Co. Group has a decentralised corporate structure, under which the individual portfolio companies enjoy a large degree of independence and have their own individual organisation and management in charge of the company’s operations. Each portfolio company is structured as focused sub-groups with their own subsidiaries. The boards of directors of the ultimate company of the individual portfolio companies are generally composed of a representative from each of the Board of Directors and the Executive Management of Schouw & Co. along with external board members who have a special interest in and knowledge of the particular portfolio company’s business area. The boards of directors of a portfolio company’s underlying subsidiaries are generally composed of managers and employees from the portfolio company, possibly with a representative of the Executive Management of Schouw & Co. or external board members. To support the individual managements of the portfolio companies, Schouw & Co. has issued a set of general guidelines for its subsidiaries. Remuneration policy Schouw & Co.’s remuneration policy is intended to firmly align the interests of the members of the Board of Directors and the Executive Management with those of the shareholders and the company. The remuneration policy is a means of ensuring that the remuneration provided will always reasonably reflect the company’s performance and current situation. In addition, it is intended to promote the long-term goals for safeguarding the company’s interests. The remuneration policy and the overall guidelines for incentive programmes can be found on the company’s website, www.schouw.dk.
17
Corporate Governance Code of corporate governance Schouw & Co. complies with the rules applying to companies listed on NASDAQ OMX Copenhagen, which include a code on corporate governance as set out in “Corporate Governance Recommendations”. The Board of Directors and the Executive Management of Schouw & Co. see corporate governance as a natural part of running a responsible business. Corporate governance considerations and the interaction with the company’s stakeholders is a constant priority, and considering the company’s corporate governance policy is a recurring item in the annual business of the Board meetings. Schouw & Co. believes it complies in all material respects with the intentions of “Corporate Governance Recommendations” as issued by NASDAQ OMX Copenhagen. However, there are a few areas in which Schouw & Co. does not apply the corporate governance recommendations. A detailed account of the company’s position on each individual item of the Recommendations on Corporate Governance from NASDAQ OMX Copenhagen is provided on Schouw & Co.’s website: www. schouw.dk/cg2011.
18
Corporate social responsibility Schouw & Co.’s general policy is for all of the Group’s companies, as a minimum, to comply with relevant legislation and regulations applying in the countries and local communities in which they operate. In addition, Schouw & Co. generally respects the ten principles on human rights, labour standards, the environment and anti-corruption as expressed in the UN Global Compact. The full wording of the ten principles is provided on Schouw & Co.’s website, www.schouw.dk. It is important to Schouw & Co. that the Group’s businesses endeavour to comply with the principles of human rights, labour standards and anti-corruption and that they seek assurance on reasonable standards when appointing business partners and suppliers. Principles regarding the environment may require that a balance is struck between cost and effect, but Schouw & Co. believes it is important for the Group to maintain high standards when it comes to ensuring reasonable environmental issues and limiting environmental risks. In addition, the Group addresses environmental issues from a business criteria aspect with due consideration for the longterm perspectives and the Group’s good reputation. Schouw & Co. has implemented its CSR policy in the Group’s guidelines for its subsidiaries in order to ensure that the managements of the Group’s businesses are aware of the Group’s general policy on the matter. However, Schouw & Co. has not taken any structural initiatives to translate the Group’s policy into specific action. Accordingly, the Group is unable to report on results achieved in the 2011 financial year.
The financial reporting process Statutory report As part of its statutory report on corporate governance, the company is required to report on the main features of the Group’s internal control and risk management systems in relation to the financial reporting process. Group structure The Schouw & Co. Group consists of a number of legal corporate entities in an operational structure consisting of the parent company Schouw & Co. and a number of subsidiary portfolio companies each structured as focused sub-groups with their own subsidiaries. Each individual portfolio company has a high degree of autonomy as well as its own organisation and management in charge of its operations. Subsidiaries of the portfolio companies operate activities that are identical to or closely related to the general activities of the portfolio company, facilitating the establishment of uniform systems and procedures in the portfolio company. The management of the portfolio company’s ultimate entity is in charge of preparing and implementing reasonable and appropriate procedures and policies for the company and for ensuring a systematic and responsible controlling of the portfolio company’s subsidiaries. To support the individual managements of the portfolio companies, Schouw & Co. has issued a set of general guidelines for its subsidiaries. In addition, the parent company Schouw & Co conducts follow-ups on its directly-owned companies with a view to ensuring that the financial reporting presents a true and fair view without material misstatement. The Board of Directors of Schouw & Co. has appointed an Audit Committee, whose tasks include monitoring the work and processes relating to the financial reporting. Preparation of consolidated financial statements The preparation of consolidated financial statements is based on the Group’s financial reporting manual, which is intended to ensure a uniform application of accounting policies throughout the Group that is in accordance with the international financial reporting standards, IFRS/IAS, under which Schouw & Co. prepares its financial statements.
The financial reporting manual is updated on an ongoing basis by the parent company Schouw & Co. as and when required by amendments to accounting standards and legislation. The financial reporting manual is available in electronic form to Group users. Reporting of financial data from the Group’s subsidiaries takes place in accordance with the instructions provided by the parent company in standard reporting packages transferred electronically into the parent company’s financial consolidation system, thus reducing the risk of manual errors. Audit Each year, the shareholders in annual general meeting appoint external auditors following a recommendation by the Board of Directors. Ahead of each recommendation, the Board of Directors makes a critical assessment of the auditor’s independence and competencies, etc., in accordance with the Recommendations of Corporate Governance issued by NASDAQ OMX Copenhagen. Auditors appointed by the shareholders in general meeting serve as auditors of all of the Group’s major subsidiaries and associates. In a few foreign units, however, local auditors may be appointed for practical reasons, but audits in all group entities are conducted in accordance with instructions issued by the shareholder-appointed auditor with a focus on high-risk and material areas. Shareholder-appointed auditors report in writing in the form of long-form audit reports to the entire Board of Directors at least once a year, and immediately on becoming aware of any matters to be brought to the attention of the Board of Directors. The independent auditor attends the meeting at which the Board considers the draft annual report, holding a private session with the Board and without the Executive Management attending, as proposed in the Recommendations on Corporate Governance. The independent auditor also attends meetings of the audit committee, which are normally concluded with a private session of the audit committe without the attendance of the day-to-day management. Internal audit On the recommendation of the audit committee, the Board of Directors of Schouw & Co. has resolved not to establish an internal audit function, as it is not considered necessary given the size and structure of the Group.
19
Solid improvement and strong growth – in revenue and EBIT BioMar
Financial performance BioMar grew its revenue by 34% from DKK 5,419 million in 2010 to DKK 7,269 million in 2011. The strong improvement was mainly attributable to a 26% volume increase but also to slightly higher selling prices triggered by higher prices of raw materials. All markets contributed to the strong volume growth, with Norway and Chile as the main contributors. The improvement in Norway was based in part on the recovery in market share from the unusually low level in 2010 and in part to a more than 10% increase of the Norwegian market overall. The low water temperatures in Norway in early 2011 had an adverse impact on feed consumption, but weather conditions were extremely good during the rest of the year. The large improvement in Chile was driven by general market growth, which proved to be substantially stronger than anticipated. Elsewhere, sales in Scotland improved slightly, and the markets of Continental Europe grew in volume terms driven by BioMar’s slightly higher market share and by extremely good temperatures during large parts of the year.
5,419
4,854
3,677
5,321
7,269
Revenue (DKKm)
’07
20
’08
’09
’10
’11
The surge in volumes also drove up EBIT, from DKK 200 million in 2010 to DKK 362 million in 2011. This was well ahead of the most recent guidance range as provided in the Q3 2011 interim report. In addition to the larger volumes, continued tight cost management and the successful retention of the gross margin per kilo also contributed to the performance. The full-year profit was affected by a DKK 22 million reversal of bad debt proviTorben Svejgård, sions in the fourth quarter of 2011 CEO, BioMar that ultimately were not needed. Net interest-bearing debt rose from DKK 239 million at December 31, 2010, to DKK 552 million at December 31, 2011. Surging sales, the resulting working capital tie-up and the large investment to expand capacity at the factory in northern Norway account for a large part of the increase. In addition, BioMar paid dividends of DKK 250 million to the parent company Schouw & Co. in 2011. Business Development Undoubtedly, the most remarkable development of 2011 was the market growth in Chile, where the magnitude came as a surprise to all market players. For BioMar, this had the direct positive effect of sales surging, but it also led to a plunge in salmon prices. For salmon producers, this meant going from exceptionally good earnings in the spring of 2011 to seeing salmon prices drop to a level of or just below production costs at the end of the year. The low salmon prices do not have any immediate impact on BioMar’s earnings, but they do increase the risk of bad debts. Another potential risk is whether the Chilean market is evolving too fast to withstand possible risks of new major outbreaks of disease. So far, there are no indications to that effect, and there is no doubt that the new, more restrictive legislation will help make salmon farming operations in Chile much stronger than was previously the case. There were no material changes to market conditions in Continental Europe. BioMar has so far seen only limited effects of the debt crisis in southern Europe, but obviously, the company is monitoring the situation closely.
2011
2010
889 7,269 3,734 1,880 1,655 (5,774) 1,495
706 5,419 2,672 1,325 1,422 (4,235) 1,184
2011
2010
INCOME STATEMENT Revenue Gross profit EBITDA Depreciation Operating profit (EBIT) Value adjustment of shares in Lerøy Financial items, net Profit before tax Tax for the period Profit from continued operations Profit from discontinuing operations Profit for the period
7,268.8 925.1 486.9 125.3 361.6 (99.8) (36.8) 225.0 (83.4) 141.6 0.0 141.6
5,419.1 701.7 321.5 122.0 199.5 35.9 (34.3) 201.1 (40.3) 160.8 166.8 327.6
CASH FLOWS Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities
133.4 (200.0) 109.5
170.9 (235.6) (296.7)
All amounts in DKK million Volume (thousands of tonnes) Revenue - of which North Sea - of which Americas - of which Continental Europe Direct production costs Gross profit
The major expansion of BioMar’s factory in orthern Norway was completed in the summer of n 2011 as planned, and it has been instrumental in helping BioMar meet the greater demand in Norway. The factory encountered a few difficulties running in the new state-of-the-art logistics system, but the facilities are now operating as expected and contributing to providing even better service to the company’s customers. The joint venture to build a new factory in Costa Rica for the production of feed for the tilapia fish species is progressing to plan, and production is still expected to start up in the second quarter of 2012. While it will only have a very small effect on BioMar’s overall business, this project is of a certain strategic importance for the plans to expand the company’s activities beyond its previous geographic coverage. Outlook The markets of the North Sea region (Norway and Scotland) and in Chile are expected to retain the strong growth in 2012, albeit at a somewhat lower rate than seen in 2011. Looking at climate factors, the year has started with fair water temperatures, but clearly there can be no assurance that weather conditions will be as favourable in 2012 as they were in 2011. The low salmon prices are expected to have only a limited effect on feed demand in 2012. A relatively stable market is expected in Continental Europe. BioMar expects to generate revenue of around DKK 7.5 billion in 2012, but as always revenue depends strongly on how prices of raw materials develop. The full-year profit forecast includes assumptions that weather conditions will not be as favourable in 2012 as they were in 2011. Against this background, BioMar expects EBIT in the DKK 360–380 million range for 2012.
All amounts in DKK million
BALANCE SHEET Intangible assets* Property, plant and equipment Other non-current assets Cash and cash equivalents Other current assets Total assets
335.5 1,076.3 59.8 439.8 2,149.3 4,060.7
339.0 968.8 71.8 393.7 1,705.7 3,479.0
Equity Interest-bearing debt Other creditors Total liabilties and equity
1,568.7 992.2 1,499.8 4,060.7
1,635.7 632.7 1,210.6 3,479.0
761
709
6.7% 5.0% 22.1% 640.1 552.3
5.9% 3.7% 15.7% 368.9 239.0
Average number of employees FINANCIAL KEY FIGURES EBITDA margin EBIT margin ROIC Working capital Net interest-bearing debt
* Excluding goodwill on consolidation in Schouw & Co. of DKK 430.2 million
21
Investing for new capacity – primed for growth Fibertex Personal Care
Financial performance Fibertex Personal Care generated revenue of DKK 1,314 million in 2011, compared with DKK 1,237 million in 2010. The revenue improvement was driven by higher selling prices triggered by higher raw materials prices. Volumes sold declined during the year. The drop in volumes sold was attributable particularly to a change in the buying patterns of certain major customers, and certain Middle East markets were affected by political unrest in the region causing a drop in sales. EBIT for the year was DKK 148 million against DKK 160 million in 2010. The decline was mainly caused by the lower volumes sold in H1 in Europe, but EBIT remained high despite the downturn and was at the upper end of the most recent guidance range. Net interest-bearing debt increased from DKK 471 million at December 31, 2010, to DKK 589 million at December 31, 2011. The increase was due mainly to the investment in the substantial capacity increase in Malaysia and a higher working capital tie-up.
’07
22
1,314
1,237 935
1,090
1,008
Revenue (DKKm)
’08
’09
’10
’11
Business development Fibertex Personal Care has production facilities in Denmark and Malaysia and is well-renowned for its quality, service and innovation in both Europe and South East Asia. For the third time, Fibertex Personal Care received a ‘Supplier Excellency’-award from Procter & Gamble in 2011, which is bestowed on only the very best of their suppliers. Fibertex Personal Care makes it a priority to retain its position as technology leader. The company gives key priority to innovation and product development in close collaboration with customers and to being strongly focused on customers’ productdevelopment and efficiency-improvement requirements. As the previously announced R&D centre in Malaysia has now been set up and has the planned staff resources, Fibertex Personal Care can now provide service and innovation in Asia at the same high level as the innovation centre in Denmark. There was a clear tendency in 2011 for ever stricter requirements for efficient logistics and planning. Due to the requirements the company’s customers face from major retailers for shorter and shorter lead times, Fibertex Personal Care has devoted a lot of time and effort to change in-house processes and enable the company to meet these requirements. The market generally gives high priority to cost savings, but also to new products with special characterics. As a result, sales of specialty products improved in 2011, including supersoft products, products with high performance leakage barriers and, not least, print products, which Fibertex Personal Care can deliver through its partly-owned business Innowo Print in Germany. During 2011, Fibertex Personal Care worked to align its operations to the current market situation of lower demand relative to 2010 and on preparing to exploit new opportunities in the European and the Middle East markets. The Fibertex Personal Care Division in Malaysia performed very well in 2011. Capacity utilisation was high and production efficiency was satisfactory all through the year, and products were of a high quality. At the end of 2011, Fibertex Personal Care increased its capacity when a new high-capacity line was commissioned in Malaysia. As an environmentally conscious company, but also as a substantial consumer of energy, Fibertex Personal Care has made a significant effort over a
number of years to reduce its energy consumption and to change sub-processes in order to convert its source of heating from electricity to natural gas. The company’s huge focus on energy consumption and cost savings has reduced carbon emissions per kilo of finished goods by about 20% over the past ten years. The company is planning additional energy saving projects for 2012 at the factories in both Denmark and Malaysia. Reusing of material is an area that was also given a lot of attention. As much as 95% of waste from production is reused, and the rest is incinerated for energy recovery purposes. The company will continue to map its environmental footprint, including by applying life cycle analysis and other tools, to further reduce its impact. Outlook Fibertex Personal Care sees Europe as a market with limited growth opportunities and resulting strong price pressure. Asia is a growing market that also has price competition, but where growing demand absorbs the surging supply in the region. Fibertex Personal Care continues to see good opportunities for organic expansion in the region in the years ahead. The challenge for 2012 is to utilise the greater production capacity at the factory in Malaysia while consistently manufacturing Mikael Staal Axelsen, CEO, products of a high and uniform Fibertex quality. Personal Care Fibertex Personal Care expects to generate revenue of approximately DKK 1.5–1.6 billion in 2012, but as always the revenue may be affected by changes in prices of raw materials. The financial results for 2012 will be impacted by the costs and higher impairment charges of the new production line in Malaysia. The line will have low capacity utilisation at the beginning of the year. Considering the general competitive situation, Fibertex Personal Care expects to report EBIT for 2012 in the range of DKK 145-155 million.
All amounts in DKK million
2011
2010
Revenue - of which Denmark - of which Malaysia
1,314 796 518
1,237 756 481
All amounts in DKK million
2011
2010
1,313.7 238.1 242.8 94.4 148.4 (8.5) 139.9 (36.3) 103.6
1,236.8 243.4 261.6 101.3 160.3 (13.2) 147.1 (31.6) 115.5
148.7 (266.5) 107.3
169.6 (161.7) (4.4)
BALANCE SHEET Intangible assets* Property, plant and equipment Other non-current assets Cash and cash equivalents Other current assets Total assets
26.2 944.2 130.8 10.2 443.5 1,554.9
28.5 766.1 96.4 21.0 383.7 1,295.7
Equity Interest-bearing debt Other creditors Total liabilties and equity
633.5 599.1 322.3 1,554.9
529.6 492.3 273.8 1,295.7
322
326
18.5% 11.3% 13.7% 284.4 588.9
21.2% 13.0% 18.2% 226.2 470.8
INCOME STATEMENT Revenue Gross profit EBITDA Depreciation Operating profit (EBIT) Financial items, net Profit before tax Tax for the period Profit for the period CASH FLOWS Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities
Average number of employees FINANCIAL KEY FIGURES EBITDA margin EBIT margin ROIC Working capital Net interest-bearing debt
* Excluding goodwill on consolidation in Schouw & Co. of DKK 48.1 million
23
2011 acquisition brings a new platform – and improvements Fibertex Nonwovens
Financial performance Fibertex Nonwovens generated revenue of DKK 726 million in 2011, compared with DKK 413 million in 2010. The improvement was mainly due to the acquisition of French nonwovens manufacturer Tharreau Industries, which contributed DKK 260 million to consolidated revenue from the date of takeover in May. EBIT for the year was a loss of DKK 7 million against a DKK 16 million loss in 2010, which was in line with the most recent guidance range. EBIT did not meet the original forecast, however, but this is not believed to be a reflection of the earnings potential in Fibertex Nonwovens. Jørgen Bech EBIT was adversely impacted Madsen, CEO, by a surge in raw materials prices Fibertex Nonwovens during the first half of the year, with the increase only being partly offset by higher selling prices as the year wore on. In the second half of the year, revenue and earnings were also impacted by a drop in demand from those customer segments that are most sensitive to the current economic slump in Europe.
’07
24
’08
’09
413
415
500
583
726
Revenue (DKKm)
’10
’11
Included in the full-year EBIT is a positive contribution of DKK 11 million from Tharreau Industries and a DKK 4 million charge in non-recurring costs related to the acquisition of Tharreau Industries. The working capital tie-up and the net interestbearing debt rose relative to December 31, 2010, mainly due to the acquisition of Tharreau Industries. Equity was strengthened in 2011 through a DKK 100 million capital contribution from the parent company Schouw & Co. made in connection with the acquisition of Tharreau Industries. Business development Effective in May 2011, Fibertex Nonwovens acquired a majority interest in Tharreau Industries S.A., a leading manufacturer of specialist nonwoven products for the automotive industry and for industrial applications. The current ownerhip interest is 89.64%, and effective January 1, 2012, the company changed its name to Fibertex Nonwovens S.A. The acquisition of Tharreau Industries has given Fibertex Nonwovens a better potential to create Europe’s leading manufacturer of nonwovens, supplying needlepunched and spunlaced products for industrial and technical applications with production facilities in Denmark, the Czech Republic and France. The company is now engaged in R&D, production and sales of nonwovens for these global business areas: • Automotive (insulation of engine compartments, car ceilings, door panels, trim panels and acoustic solutions) • Construction (geotextiles, building and composite materials as well as DIY products) • Industrial (furniture, bedding, carpets and flooring) and the med-tech industry • Filtration (air, liquid and odour filters) and acoustics • Wipes (wet wipes for the consumer market and specialist products for the industrial market) Fibertex Nonwovens has focused its efforts on adapting to the current competitive market situation. The company has supported these efforts by increasingly working the markets, winning market share in its core business areas while also improving the sale of products for the composite industry and of specialist high-value products. Fibertex Nonwo-
vens has consistently enhanced its market position in growth areas and in geographical growth markets, preparing to capitalise on the growth potential as demand begins to recover. In addition, a number of new business opportunities have been identified, which are expected to be commercialised during 2012. In terms of R&D and innovation, the company has built a strong product portfolio supporting the long-term strategy of increasing the proportion of high-value products. In early 2010, Fibertex Industrial Nonwovens established a factory in South Africa in cooperation with local business partners and IFU, the Industrialisation Fund for Developing Countries, for the purpose of manufacturing and selling needlepunched products, mainly geotextiles as well as other products to South Africa’s growing automotive industry. During its first two years in operation, the priority of the business has been to establish production and build a position in the market. Demand is expected to pick up in 2012 driven by a large number of infrastructure projects in South Africa and its neighbouring countries. Fibertex South Africa is recognised in the financial statements as an associate. Outlook for 2012 Fibertex Nonwowens expects 2012 to be a year of economic downturn and challenging market conditions, but the company stands to capitalise during the year on the efficiency-improving measures it has implemented and on an increase in sales of the new products it has launched in recent years. In terms of markets, the focus will be on increasing sales and passing on rising raw materials prices by constantly adjusting selling prices. In addition, the company will continue its relentless efforts to enhance earnings by optimising production line operations, maintaining the high operational efficiency and by ensuring high capacity utilisation. Against this background, Fibertex Nonwovens expects to generate revenue of around DKK 900 million and EBIT in the range of DKK 15-25 million in 2012.
All amounts in DKK million
2011
2010
Revenue - of which Denmark - of which Czech Republic - of which France
726 226 240 260
413 226 187 -
All amounts in DKK million
2011
2010
INCOME STATEMENT Revenue Gross profit EBITDA Depreciation Operating profit (EBIT) Financial items, net Share of profit from ass. companies Profit before tax Tax for the period Profit for the period
726.5 122.2 45.6 52.7 (7.1) (5.9) (13.2) (26.2) 7.3 (18.9)
413.1 67.1 25.6 41.9 (16.3) (0.3) (13.2) (29.8) 12.4 (17.4)
CASH FLOWS Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities
12.4 (240.1) 285.3
(21.0) (23.7) 45.1
BALANCE SHEET Intangible assets* Property, plant and equipment Other non-current assets Cash and cash equivalents Other current assets Total assets
71.5 515.0 22.8 59.9 388.7 1,057.9
2.3 393.7 25.2 2.5 209.4 633.1
Equity Interest-bearing debt Other creditors Total liabilties and equity
355.9 555.7 146.3 1,057.9
259.2 310.5 63.4 633.1
449
392
6.3% -1.0% neg. 272.0 495.8
6.2% -3.9% neg. 158.3 308.0
Average number of employees FINANCIAL KEY FIGURES EBITDA margin EBIT margin ROIC Working capital Net interest-bearing debt
* Excluding goodwill on consolidation in Schouw & Co. of DKK 32.0 million
25
Sustained progress and efficiency – making good results Grene
Financial performance Grene generated revenue of DKK 1,307 million in 2011 compared with DKK 1,237 million in 2010. The revenue improvement was broadly founded and with a positive performance in all countries, in which Grene operates. At the same time, the improvement set off the effects of the sale of a minor industrial activity in the autumn of 2010. Much of the revenue growth was attributable to new product areas, strong delivery power and a well-functioning logistics system that has proved to be extremely valuable under the current market conditions. EBIT in 2011 was DKK 87 million compared with DKK 48 million in 2010, which is slightly better than the most recent forecast and significantly better than the forecast announced at the beginning of the year. The profit for the year was particularly impacted by the very positive performance in Denmark, Poland and Norway, while Grene saw a minor decline in Sweden. In addition to the direct effect of increasing revenue, earnings were further boosted by tight cost management and completed efficiency enhancements.
’07
26
’08
’09
’10
1,307
1,237
1,140
1,307
1,185
Revenue (DKKm)
’11
Net interest-bearing debt fell from DKK 442 million at the end of 2010 to DKK 438 million at the end of 2011, despite an increase in the working capital tie-up during the period as a result of the introduction of new products and increased activity. Business development The agro business is operated by the Grene companies in Denmark, Sweden, Norway, Finland, Poland, Lithuania and Russia. Grene’s wide product range, good customer service and efficient logistics make the company an attractive business partner for leading manufacturers. In 2011, Grene took over as spare parts distributor for Kverneland, a leading agricultural brand. Also, the company signed distribution agreements for Sweden, Norway, Finland and Poland with a number of Danish agro manufacturers which have been Grene’s longstanding business partners in Carsten Thygesen, Denmark. CEO, Grene The garden, park and forestry area, which was introduced in Denmark in 2009 and which has developed very satisfactorily, was rolled out in the rest of Scandinavia in 2011 and the outlook is promising. In recent years, Grene has carried out s ignificant efficiency enhancements of logistics and has extended warehouse facilities, introducing a high degree of automation. In 2011, Grene initiated an investment of around DKK 25 million for a 3,400 m2 extension of the warehouse facilities in Sweden which will be operational in the spring of 2012, while in Denmark, an outdoor storage area of some 2,000 m2 was covered and became operational in the fourth quarter of 2011. The expansion continues in 2012 with the planned extension of warehouse facilities in Denmark and Poland. The Polish activities have developed very positively in recent years. Grene is a wholesaler in Poland, as in other markets, but also a retailer through 90 own stores all over the country. After the end of 2011, the Polish business was demerged into two units in charge of wholesale and retail activities, respectively. The demerger is expected to strengthen both business areas. In Russia, where the activities are run in cooperation with Dutch business partner Kramp Groep, the
positive revenue trend continued, although the activities have not yet contributed positively to results. Activities in the industrial area, which are mainly conducted in Denmark, reported profit improvements in 2011 in an otherwise difficult market. The restructuring of Grene Industri-service, which was initiated in 2010, had a positive impact on 2011 results. The adaptation, which continues in 2012 , focuses on electroservices and in the future, Grene Industri-service will stand out as Denmark’s largest and most dedicated operator in this field. The remaining industrial activities, which are conducted through Grene Danmark, also recorded positive developments. These activities focus on specialisation in selected product areas and services. Outlook Grene continues to see good development opportunities in the company’s business areas. During recent years’ economic downturn, Grene has managed to maintain a high level of investment in order to continue developing the business while at the same time adapting to current market conditions. Hence, Grene is well-positioned to meet international competition in existing markets and to pursue new business opportunities in eastern and central Europe. Agricultural earnings appear to be improving in several European countries, and various sources have expressed positive expectations for earnings in general over the coming years. The general burden of debt in agriculture, particularly in Denmark, remains a severe problem, however, which increases the debtor risk, although historically, the company’s bad debts have been moderate. Grene expects to generate revenue towards DKK 1.4 billion and EBIT in the range of DKK 80-90 million in 2012.
All amounts in DKK million
2011
2010
Revenue - of which Industry - of which Agro - in Denmark - in Poland - in Sweden - in Norway - in Finland - other Agro
1,307 254 1,053 290 460 158 80 34 31
1,237 267 970 281 429 133 67 33 27
All amounts in DKK million
2011
2010
1,307.1 442.6 118.8 29.9 2.0 86.9 0.0 (23.8) 63.1 (17.4) 45.7
1,237.0 391.5 79.6 29.3 2.1 48.2 1.1 (11.0) 38.3 (10.5) 27.8
CASH FLOWS Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities
48.4 (44.3) (8.5)
41.9 (27.4) (14.7)
BALANCE SHEET Intangible assets Property, plant and equipment Other non-current assets Cash and cash equivalents Other current assets Total assets
43.2 289.6 11.9 11.5 574.8 931.0
32.1 305.6 12.4 15.9 492.1 858.1
Equity Interest-bearing debt Other creditors Total liabilities and equity
285.3 477.2 168.5 931.0
255.5 458.1 144.5 858.1
921
915
9.1% 6.6% 12.5% 392.7 437.8
6.4% 3.9% 7.3% 370.2 442.2
INCOME STATEMENT Revenue Gross profit EBITDA Depreciation Impairment Operating profit (EBIT) Profit from divestments Financial items, net Profit before tax Tax for the period Profit for the period
Average number of employees FINANCIAL KEY FIGURES EBITDA margin EBIT margin ROIC Working capital Net interest-bearing debt
27
High earnings sustained – improvement in industrials Hydra-Grene
Financial performance Hydra-Grene increased revenue by 19% from DKK 391 million in 2010 to DKK 465 million in 2011. The improvement was based on an increase in OEM and aftermarket sales relative to 2010, whereas sales to the wind turbine industry were largely in line with last year. The company’s concept of strong delivery power is expected to have contributed significantly to the positive developments. Customers in the OEM and aftermarket saw a high level of activity in 2011. Many of HydraErik Lodberg, Grene’s industrial customer CEO, returned to the level of activity Hydra-Grene prevailing before the economic downturn and it is encouraging to see manufacturers of hydraulic machinery being able to maintain a fair level of activity in Denmark. Demand from customers in the wind turbine industry was slow at the beginning of 2011 and demand fluctuated strongly over the year. However, by the end of the year, sales to this segment had reached a reasonable level.
’07
28
’08
’09
391
417
440
465
531
Revenue (DKKm)
’10
’11
EBIT was DKK 69 million in 2011 compared with DKK 56 million in 2010, which was better than the most recent guidance. The total capital tie-up increased from DKK 175 million at the end of 2010 to DKK 206 million at the end of 2011, among other things as a result of a deliberate build-up of inventories with a view to securing satisfactory delivery power, especially to customers in the wind turbine industry in the latter part of the year and in early 2012. After a dividend payment of DKK 100 million to the parent company Schouw & Co. in 2011, the net interest-bearing debt increased from DKK 38 million at the end of 2010 to DKK 120 million at the end of 2011. Business development Hydra-Grene is a specialised trading and engineering company and its principal business is to sell components and accessories for hydraulics, industrial hoses and related areas, including the supply of assembled goods such as hydraulic pump units, lubricating systems and system solutions, as well as the production of aluminium valve blocks. Recent years’ trends towards selling increasingly complex products and system solutions mainly to the wind turbine industry are very demanding on a supplier’s organisation and quality management. For this reason, Hydra-Grene has adjusted to such demands on a current basis and has initiated the implementation of the Six Sigma quality management system. Furthermore, Hydra-Grene expects to implement a new ERP system in the second quarter of 2012 and in this connection to align and optimise its business procedures and processes. Historically, Hydra-Grene has had its principal business in Denmark, but sales to international customers has grown in recent years, especially to customers in the wind turbine industry and other industries in which the company has special expertise. In China, where small-scale production has now been established, sales reached a reasonable level, despite generally difficult conditions for selling wind turbines in the Chinese market. Hydra-Grene has established a good organisation in China and is wellpositioned for future expansion. In India, Hydra-Grene relocated to new leased premises which, for the time being, function as a warehouse for the company’s Indian customers. Hydra-Grene expects to establish small-scale pro-
duction during 2012 using the same business model as in China. Hydra-Grene’s only activity in the USA is a sales office and the company is awaiting general market developments before taking further steps in this market. According to Hydra-Grene’s overall strategy, the production of its core products, such as valve blocks and systems, should continue to be based in Denmark. For this reason, the company focuses strongly on operating an automated and efficient production in order to maintain competitiveness, despite high wage costs and the generally high cost levels in Denmark. Outlook The good sales figures to the OEM industry and the aftermarket are expected to stabilise in 2012 in line with 2011 figures. Hydra-Grene expects to increase revenue from the wind turbine industry in 2012, with an ever increasing portion being delivered in the international market. However, significant fluctuations must be expected over the year, which results in a number of challenges in terms of product planning and inventories. Sales to the wind turbine industry as well as to other customers are marked by fierce price competition which, combined with the strongly fluctuating demand, makes it difficult to optimise costs. HydraGrene continues to invest in order to prepare the company for the future by strengthening its technical staffing for research and by developing systems and expanding production capacity. As a result, Hydra-Grene expects to generate revenue close to DKK 500 million and EBIT in the range of DKK 60–70 million in 2012.
All amounts in DKK million
2011
2010
INCOME STATEMENT Revenue Gross profit EBITDA Depreciation Operating profit (EBIT) Share of profit from associates Financial items, net Profit before tax Tax for the period Profit for the period
465.5 155.5 80.5 11.3 69.2 0.4 (3.1) 66.5 (16.7) 49.8
391.4 133.9 67.1 10.9 56.2 0.2 (1.1) 55.3 (14.0) 41.3
CASH FLOWS Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities
29.8 (12.0) (23.8)
35.3 (5.8) (19.0)
BALANCE SHEET Intangible assets Property, plant and equipment Other non-current assets Cash and cash equivalents Other current assets Total assets
8.6 102.4 1.8 5.4 279.3 397.5
0.9 109.4 1.4 11.3 228.4 351.4
Equity Interest-bearing debt Other creditors Total liabilties and equity
186.3 125.5 85.7 397.5
237.8 49.3 64.3 351.4
196
174
17.3% 14.9% 24.1% 205.7 120.1
17.1% 14.4% 21.5% 175.4 38.0
Average number of employees FINANCIAL KEY FIGURES EBITDA margin EBIT margin ROIC Working capital Net interest-bearing debt
29
Earnings improvement and growth – especially in the USA Martin
Financial performance For Martin, the 2011 performance was characterised by quarterly continuous improvements. The last two quarters of the year showed positive operating profits and marked a turning point after 12 previous quarters of continuous losses. The combination of a slowly recovering market, crisis management and the strategic measures of change required as a result of the 2009 financial crisis, now collectively show the expected performance improvement. Martin grew the revenue by 20% from DKK 715 million in 2010 to DKK 855 million in 2011. Geographically, the company’s progress was widely founded with increased business volumes in the USA and Europe. In 2011, the Russian market also showed strong progress; Martin set up a representative office in Moscow two years ago. The important American market also contributed to strong growth with sales constituting 31% of the total revenue in 2011, the highest level ever. Despite an otherwise favourable financial development, the Asian market failed to match revenue growth in Western markets; however, revenue increased relative to 2010. The positive revenue performance was supported by Martin’s improved contribution margin and fixed costs remaining at the 2010 level.
’07
30
’08
’09
715
647
855
1,045
1,173
Revenue (DKKm)
’10
’11
EBIT for the year was a profit of DKK 2 million against a loss of DKK 69 million in 2010, and thus the target of bringing EBIT towards break even in 2011 was achieved. Even though the last quarter of the year was impacted by non-recurring items, EBIT was slightly above the upper end of the most recent guidance range. The net interest-bearing debt increased from DKK 445 million at December 31, 2010, to DKK 489 million at December 31, 2011. This increase is primarily attributable to the working capital tie-up, which has grown as a result of the higher level of activity. Business development Throughout recent very turbulent years, Martin has retained a strong focus on product development. Typically, more than 40% of its revenue is generated from products launched on the market within the preceding 24 months, and therefore product innovation is absolutely vital to the company. The most recent addition to the product family Christian Engsted, is the new MAC Aura, a Moving CEO, Martin Head based on LED technology, for which Martin has taken out patents to protect important elements. The market has welcomed the product in a rather unique manner, and it became Martin’s second-most sold product for the year despite its late launch in mid-September. MAC Aura has received wide international recognition and was granted the industry’s Innovation Award at the PLASA fair in London in the autumn. Martin believes that the company has gained market share in the otherwise difficult and competitive market which is currently experiencing an elimination race and necessary market consolidation. In product terms, particularly intensified efforts in respect of Moving Heads and Visual Solutions have produced results. For some time now, Martin has prepared for an extensive technology transformation in the industry, and it has therefore allocated massive resources for the development of LED products which accounted for about 40% of its revenue in 2011. In the autumn, Martin prepared a new focused strategy to replace its transformation strategy having secured the company’s transformation measure-
ments in the years of crisis. The company’s focused strategy, The NEXT Game, aims to secure the company’s position as a profitable player in a recovered market with a revenue of DKK 1 billion and an EBIT margin of 10% in the next few years. The elements of the strategy are, among others, a focused market approach in terms of products and segments and a simplified supply chain that is to further reduce lead times and increase the company’s supply power while at the same time focusing on reducing the working capital tie-up. The first visible approach was the decision made in January 2012 to close the production unit in China and bring together lighting and video production at the factory in Frederikshavn, Denmark. In addition, the global distribution centre will be relocated from Venlo in the Netherlands to Frederikshavn. Costs attributable to structural changes are expected to be in the range of DKK 5 million, which amount is included in the guidance for 2012.
All amounts in DKK million
2011
2010
INCOME STATEMENT Revenue Gross profit EBITDA Depreciation Impairment Operating profit (EBIT) Share of profit from associates Financial items, net Profit before tax Tax for the period Profit for the period
854.8 205.0 80.7 73.4 5.3 2.0 0.4 (21.7) (19.3) 0.3 (19.0)
714.8 116.3 5.9 69.6 5.3 (69.0) (0.1) (17.4) (86.5) 20.6 (65.9)
CASH FLOWS Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities
(5.0) (39.2) 46.2
50.3 (26.7) (26.1)
Outlook In the coming years, Martin expects markets to continue to recover gradually, whereas in E urope it expects the current economic turmoil to limit growth in 2012. Martin expects to increase its achieved revenue and at the same time continue to strengthen its earnings power. As a result, Martin expects to generate revenue of approximately DKK 875 million and EBIT in the range of DKK 20-30 million in 2012.
BALANCE SHEET Intangible assets Property, plant and equipment Other non-current assets Cash and cash equivalents Other current assets Total assets
129.9 138.4 52.0 6.8 507.3 834.4
150.4 156.6 25.2 4.8 465.0 802.0
Equity Interest-bearing debt Other creditors Total liabilties and equity
177.8 495.5 161.1 834.4
195.4 449.3 157.3 802.0
599
609
9.4% 0.2% 9.4% 363.5 488.7
0.8% -9.7% neg. 315.7 444.5
Average number of employees FINANCIAL KEY FIGURES EBITDA margin EBIT margin ROIC Working capital Net interest-bearing debt
31
Biogas prospects still promising – but challenging years Xergi
Financial performance Xergi is owned on a fifty/fifty basis by Schouw & Co. and Dalgasgroup (Hedeselskabet) and is recognised in the Schouw & Co. consolidated financial statements on a pro rata basis. Due to its size, Xergi is not an independent reporting segment. Xergi generated revenue of DKK 96 million in 2011 compared with DKK 118 million in 2010, which was short of expectations. The deviation from the expected revenue was mainly attributable to postponed projects in the UK and France, which also resulted in reduced earnings compared with expectations. Xergi had a negative impact on the consolidated EBIT of Schouw & Co. off DKK 8.9 million in 2011 against a negative impact of DKK 4.8 million in 2010. At the end of 2011, Xergi divested its activities comprising ownership and operation of combined heat and power plants in the UK for the purpose of focusing entirely on the market for biogas plants. These divestments impacted Schouw & Co.’s consolidated profits from divestments positively by DKK 1.9 million in 2011.
32
’08
’09
96
92
’07
94
118
142
Revenue (DKKm)
’10
’11
In order to achieve a satisfactory equity ratio, the two owners raised equity by a total of DKK 21 million in 2011 by way of cash contributions. The capital injection was made in equal amounts by the company’s two owners. Accordingly, the ownership structure is unchanged. Business development The META-BIO Energies project and not least the Tiper project, which will become France’s largest commercial biogas plant, gave Xergi its breakthrough in the French market in 2011. Xergi has built up a strong market position in France and expects developments to continue in the years ahead. In the UK, Xergi has established reference plants providing a good basis for continued expansion in the market. In the North American market, Xergi has gained a position with the biogas project Hometown BioEnergy for Minnesota Municipal Power Agency and for Avant Energy. This project converts residual from corn production and other organic material to electricity and heat in a 4 MW plant and Xergi provides the design, engineering and key components. In 2011, Xergi established its first modular biogas plant for Brogas on the Swedish island of Gotland. The plant is unique in that the modules are constructed in a production environment and subsequently assembled on site. Among other benefits this shortens construction time and enables efficient quality control. Outlook In the longer term, the prospects for biogas remain promising and the support for biogas is increasing in many countries. Short term, however, uncertain market conditions for biogas plants prevail in a number of countries, and providing project financing in Europe in general remains a challenge. In 2011, Xergi strengthened its market position through continued technological development and participation in trend-setting projects and Xergi expects to complete negotiations for biogas projects in several countries in the spring of 2012. The timing of the completion of such projects will depend on the authorities and on the financing commitments, but based on the present situation, Xergi expects revenue of DKK 160-200 million in 2012. EBIT is expected to improve significantly compared with 2011 to close to break even.
Financial investments and Incuba Financial investments The Schouw & Co. Group’s financial investments consist of two significant stakes; shares in Vestas Wind Systems and shares in Lerøy Seafood Group, the latter held by the Norwegian subsidiary BioMar AS. There have been no changes to the stakes since the end of 2010. The Group holds 4,000,000 shares, equal to 1.96% of the share capital, in Vestas. The official share price fell from DKK 176.10 at December 31, 2010 to DKK 62.00 at December 31, 2011. The resulting unrealised negative value adjustment of DKK 456 million attributable to 2011 has been recognised under consolidated financial items. The ownership interest in Vestas is rooted in historical developments. Schouw & Co. has been involved in the wind turbine industry since 1994, originally as the main shareholder of the then Micon, which became NEG Micon in 1997 and in 2004 became a part of Vestas. On the latter occasion, Schouw & Co. became a less influential shareholder of the new company. Over the years, the commitment to the wind turbine industry has been of considerable importance to Schouw & Co., as the accumulated proceeds from the sale of wind turbine shares exceed the total investment by DKK 1,174 million. The Group holds 1,000,000 shares, equal to 1.83% of the share capital, in Lerøy. The shares in Lerøy were acquired in connection with the sale of BioMar’s subsidiary Sjøtroll Havbruk in the autumn of 2010, at which time the holding was valued at NOK 130 per share. In 2011, the official share price fell from NOK 198.50 to NOK 84.00 at December 31, 2011. Net of dividends received of NOK 10 million, this stake represents an unrealised negative value adjustment of DKK 100 million, which amount is recognised under consolidated financial items.
Incuba Schouw & Co. holds a 49% ownership interest in the development and venture company Incuba A/S, whose other shareholders are the Aarhus University Research Foundation and NRGi a.m.b.a. Incuba is recognised as an associate in the Schouw & Co. consolidated financial statements. Incuba holds a 26% interest in Incuba Science Park A/S, which runs three science parks in Aarhus, Denmark: the original science park next to the University of Aarhus, the biotech-med science park next to Aarhus University Hospital, and the IT science park at Katrinebjerg. Incuba Science Park is also a partner of the consortium currently building Navitas Park, a centre for energy, innovation and training located at the Port of Aarhus. When completed in 2014, the centre will cover more than 35,000 m2 and house more than 2,300 students, teachers, researchers and entrepreneurs. In addition, Incuba is engaged in development activities through a 27% ownership interest in Østjysk Innovation, a government-approved innovation environment with investments in more than 40 business start-ups, and in the venture capital area through its 33% ownership interest in Incuba Venture I, a venture fund in the process of being wound up. Incuba also has a 38% ownership interest in Scandinavian Micro Biodevices ApS, a company producing pointof-care veterinary diagnostic products. Incuba reported a loss for the year after tax of DKK 42 million, of which DKK 21 million was recognised in Schouw & Co.’s consolidated financial statements. The loss was attributable to the investment in Incuba Venture, whereas the investments in Incuba Science Park and Østjysk Innovation were profitable.
33
Statement of income and comprehensive income January 1 - December 31 2011
2010
Note 2 3
5 3 3, 4 3, 12 5
6 7 8 9
Revenue Cost of sales Gross profit
11,929.0 9,450.8 (9,827.9) (7,779.4) 2,101.1 1,671.4
Other operating income Distribution costs Administrative expenses Goodwill impairment Other operating expenses Operating profit (EBIT)
22.8 (1,040.4) (427.5) (6.8) (2.9) 646.3
20.9 (910.1) (408.0) 0.0 (5.6) 368.6
(26.0) 1.9 40.7 (704.1) (41.2)
(0.6) 1.1 68.0 (678.3) (241.2)
Profit/(loss) after tax in associates Profit from divestment of equity investments Financial income Financial expenses Profit before tax
10
Tax on profit for the year Profit for the year from continuing operations
(30.8) (72.0)
114.6 (126.6)
1, 29
Profit for the year from discontinuing operations Profit for the year
0.0 (72.0)
166.8 40.2
Attributable to Shareholders of Schouw & Co. Minority interests Profit for the year
(72.3) 0.3 (72.0)
(24.0) 64.2 40.2
Earnings per share (DKK) Diluted earnings per share (DKK) Earnings per share from continuing operations (DKK) Diluted earnings per share from continuing operations (DKK)
(3.07) (3.06) (3.07) (3.06)
Comprehensive income Exchange rate adjustment of foreign subsidiaries Value adjustment of hedging instruments transferred to cost of sales Value adjustment of hedging instruments transferred to financials Value adjustment of hedging instruments recognised during the year Other comprehensive income from associates Other adjustment on equity Tax on other comprehensive income Other comprehensive income after tax
9.4 10.6 10.3 (19.2) (1.0) (2.7) (0.8) 6.6
194.8 13.7 12.1 (39.8) (0.3) 0.0 6.1 186.6
Profit for the year Total recognised comprehensive income
(72.0) (65.4)
40.2 226.8
Attributable to Shareholders of Schouw & Co. Minority interests Total recognised comprehensive income
(64.5) (0.9) (65.4)
158.6 68.2 226.8
11 11 11 11
10
34
All amounts in millions of Danish kroner.
(0.97) (0.97) (5.12) (5.10)
Balance sheet 路 Assets, liabilities and equity at December 31 2011
2010
3, 12
Goodwill Completed development projects Development projects in progress Other intangible assets Intangible assets
948.2 73.7 49.1 71.0 1,142.0
904.0 98.4 30.1 42.8 1,075.3
3, 13
Land and buildings Leasehold improvements Plant and machinery Other fixtures, tools and equipment Assets under construction, etc. Property, plant and equipment
1,460.9 6.7 1,470.0 125.7 89.9 3,153.2
1,249.7 10.1 1,029.7 98.5 399.0 2,787.0
62.7 274.7 217.1 159.6 714.1
94.1 736.9 134.1 112.5 1,077.6
Total non-current assets
5,009.3
4,939.9
Inventories Receivables Income tax receivable Construction contracts Securities Cash and cash equivalents Total current assets
1,855.9 2,391.5 17.5 4.1 80.9 541.3 4,891.2
1,505.4 1,799.8 4.9 8.3 190.0 451.6 3,960.0
Total assets
9,900.5
8,899.9
2011
2010
Share capital Hedge transaction reserve Exchange adjustment reserve Retained earnings Proposed dividend Share of equity attributable to the parent company
255.0 (28.5) 127.4 3,740.2 102.0 4,196.1
255.0 (24.7) 113.3 3,971.5 76.5 4,391.6
Minority interests Total equity
33.9 4,230.0
3.5 4,395.1
Deferred tax Pensions and similar liabilities Credit institutions Other liabilities Non-current liabilities
127.6 37.3 1,021.7 87.7 1,274.3
73.1 33.6 967.7 51.4 1,125.8
Current portion of non-current debt Credit institutions Construction contracts Trade payables and other payables Income tax Provisions Current liabilities
282.7 2,004.3 10.4 2,055.7 34.9 8.2 4,396.2
185.4 1,457.0 0.6 1,691.1 40.2 4.7 3,379.0
Total liabilities
5,670.5
4,504.8
Total liabilities and equity
9,900.5
8,899.9
Note
6 19 16
15 16 24 17 14
Equity investments in associates Securities Deferred tax Receivables Other non-current assets
Note 18
19 20 21 21, 22
21 21 17 23 24 20
30-36
Notes without reference
All amounts in millions of Danish kroner.
35
Consolidated statement
14
Consolidated cash flow statement January 1 - December 31 2011
2010
(41.2)
(241.2)
403.0 14.3 8.3 26.0 (40.7) 704.1 1,073.8
384.3 4.7 (3.7) 0.6 (68.0) 678.3 755.0
Changes in working capital Cash flows from operating activities
(428.3) 645.5
(161.7) 593.3
Interest income received Interest expenses paid Cash flows from ordinary activities
21.3 (136.0) 530.8
38.5 (127.1) 504.7
24
Income tax paid Cash flows from operating activities
(112.0) 418.8
(60.3) 444.4
26
Purchase of intangible assets Sale of intangible assets Purchase of property, plant and equipment Sale of property, plant and equipment Acquisition of enterprises Acquisition of minority interests in subsidiaries Acquisition of associates Divestment of subsidiaries Loan to associates Purchase of securities Sale of securities Cash flows from investing activities
(56.5) 0.0 (564.7) 27.3 (207.2) (16.3) (5.0) 2.6 (2.8) (5.5) 25.0 (803.1)
(42.2) 1.8 (471.2) 23.1 0.0 0.0 0.0 4.2 (2.5) (2.0) 4.5 (484.3)
(196.3) 280.7 527.5
(505.3) 26.2 393.4
(0.2) (71.4) (69.0) 471.3
1.4 (74.9) (153.6) (312.8)
Note
3
25
26 27 6 28
26
29
Profit before tax Adjustment for operating items of a non-cash nature, etc. Depreciation and impairment losses Other operating items, net Provisions Income from investments in associates after tax Financial income Financial expenses Cash flows from operating activities before changes in working capital
Debt financing: Repayment of non-current liabilities Proceeds from incurring non current financial liabilities Increase (repayment) of bank overdrafts Shareholders: Additional minority shareholders, net Dividend paid Purchase / sale of treasury shares, net Cash flows from financing activities Cash flows from discontinuing operations Cash flows for the year Cash and cash equivalents at January 1 Value adjustment of cash and cash equivalents Cash and cash equivalents at December 31
36
All amounts in millions of Danish kroner.
0.0
361.9
87.0 451.6 2.7 541.3
9.2 424.5 17.9 451.6
Equity statement Share capital
Equity at January 1, 2010
Equity at December 31, 2010 Other comprehensive income in 2011 Exchange rate adjustment of foreign subsidiaries Hedging instruments transferred to cost of sales Hedging instruments transferred to financials Value adjustment of hedging instruments recognised during the year Other comprehensive income from associates Other adjustment on equity Tax on other comprehensive income Profit for the year Total recognised comprehensive income Transactions with the owners Share-based payment, net Dividend distributed Addition of minority interests Disposal of minority interests Treasury shares bought/sold Transactions with the owners for the period Equity at December 31, 2011
Exchange adjustment reserve
Retained earnings
Proposed dividend
Total
Minority interests
Total equity
4,454.5
298.9
4,753.4
255.0
(14.3)
(79.7)
4,217.0
76.5
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
0.0 13.7 12.1 (39.8) (0.3) 3.9 0.0 (10.4)
190.8 0.0 0.0 0.0 0.0 2.2 0.0 193.0
0.0 0.0 0.0 0.0 0.0 0.0 (100.5) (100.5)
0.0 0.0 0.0 0.0 0.0 0.0 76.5 76.5
190.8 13.7 12.1 (39.8) (0.3) 6.1 (24.0) 158.6
4.0 0.0 0.0 0.0 0.0 0.0 64.2 68.2
194.8 13.7 12.1 (39.8) (0.3) 6.1 40.2 226.8
0.0 0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0 0.0
6.8 1.8 0.0 (153.6) (145.0)
0.0 (76.5) 0.0 0.0 (76.5)
6.8 (74.7) 0.0 (153.6) (221.5)
0.0 (0.2) (363.4) 0.0 (363.6)
6.8 (74.9) (363.4) (153.6) (585.1)
255.0
(24.7)
113.3
3,971.5
76.5
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
0.0 10.6 10.3 (23.8) (1.2) 0.0 0.3 0.0 (3.8)
10.6 0.0 0.0 4.6 0.0 0.0 (1.1) 0.0 14.1
0.0 0.0 0.0 0.0 0.2 (2.7) 0.0 (174.3) (176.8)
0.0 0.0 0.0 0.0 0.0 0.0 0.0 102.0 102.0
10.6 10.6 10.3 (19.2) (1.0) (2.7) (0.8) (72.3) (64.5)
(1.2) 0.0 0.0 0.0 0.0 0.0 0.0 0.3 (0.9)
9.4 10.6 10.3 (19.2) (1.0) (2.7) (0.8) (72.0) (65.4)
0.0 0.0 0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0 0.0 0.0
8.8 5.7 0.0 0.0 (69.0) (54.5)
0.0 (76.5) 0.0 0.0 0.0 (76.5)
8.8 (70.8) 0.0 0.0 (69.0) (131.0)
0.0 (0.6) 46.0 (14.1) 0.0 31.3
8.8 (71.4) 46.0 (14.1) (69.0) (99.7)
255.0
(28.5)
127.4
3,740.2
102.0
4,391.6
4,196.1
3.5
33.9
4,395.1
4,230.0
Hedge transaction reserve The hedge transaction reserve contains the accumulated net change in the fair value of hedging transactions that meet the criteria for hedging future cash flows and for which the hedged transaction has yet to be realised. Exchange adjustment reserve The exchange adjustment reserve contains all foreign exchange adjustments arising on the translation of financial statements for units that have a functional currency other than Danish kroner, foreign exchange adjustments relating to assets and liabilities representing a part of the Group’s net investment in such units, as well as foreign exchange adjustments relating to hedging transactions used to hedge the Group’s net investments in such units.
All amounts in millions of Danish kroner.
37
Consolidated statement
Other comprehensive income in 2010 Exchange rate adjustment of foreign subsidiaries Hedging instruments transferred to cost of sales Hedging instruments transferred to financials Value adjustment of hedging instruments recognised during the year Other comprehensive income from associates Tax on other comprehensive income Profit for the year Total recognised comprehensive income Transactions with the owners Share-based payment, net Dividend distributed Addition/disposal of minority interests Treasury shares bought/sold Transactions with the owners for the period
Hedge transaction reserve
Notes to the consolidated financial statements NOTE 1 - Segment reporting Schouw is an industrial conglomerate consisting of a number of sub-groups operating in various industries and independently of the other sub-groups. The group management monitors the financial developments of all material sub-groups on a regular basis. Based on management control and financial management, Schouw has identified six reporting segments, which are BioMar, Fibertex Personal Care, Fibertex Nonwovens, Grene, Hydra-Grene and Martin. At January 1, 2011, Fibertex was de-merged into two independent businesses, Fibertex Personal Care and Fibertex Nonwovens, which also became reporting segments. The comparative figures have been restated accordingly. In 2010, Sjøtroll was also recognised as a reporting segment until divested. Included in the reporting segments are revaluations of assets and liabilities made in connection with Schouw & Co.’s acquisition of the segment in question and consolidated goodwill arising as a result of the acquisition. The operational impact of depreciation/amortisation and write-downs on the above revaluations or goodwill is also included in the profit presented for the reporting segment. All transactions between segments were made on an arm’s length basis. Geographical segment information indicates the group’s revenue and assets by national market. The list shows the individual countries in which the group’s revenue or assets account for 5% or more of consolidated revenue or consolidated total assets. As Schouw & Co.’s consolidated revenue is generated in some 100 different countries, a very large proportion of the revenue derives from the ’Rest of Europe’ and ’Rest of World’ categories.
Total reportable segments 2011 External revenue Intra-group revenue Segment revenue Depreciation Impairment EBIT Segment assets Including goodwill Equity investments in associates Segment liabilities Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Capital expenditure Average number of employees
Total reportable segments 2010 External revenue Intra-group revenue Segment revenue Depreciation Impairment EBIT Segment assets Including goodwill Equity investments in associates Segment liabilities Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Capital expenditure Average number of employees
38
All amounts in millions of Danish kroner.
BioMar
Fibertex Personal Care
Fibertex
7,268.8 0.0 7,268.8 125.3 0.0 361.6 4,490.8 739.7 0.0 2,491.9 133.4 (200.0) 109.5 221.0 761
1,285.3 28.4 1,313.7 94.4 0.0 148.4 1,603.1 72.4 0.0 921.4 148.7 (266.5) 107.3 269.4 322
720.4 6.1 726.5 52.7 0.0 (7.1) 1,089.9 77.6 19.1 702.0 12.4 (240.1) 285.3 251.6 449
BioMar
Fibertex Personal Care
5,419.1 0.0 5,419.1 122.0 0.0 199.5 3,909.2 734.3 0.0 1,843.3 170.9 (235.6) (296.7) 242.4 709
1,236.8 0.0 1,236.8 101.3 0.0 160.3 1,343.8 72.4 0.0 766.2 169.6 (161.7) (4.4) 161.7 319
Fibertex
413.1 0.0 413.1 41.9 0.0 (16.3) 665.1 32.0 25.2 373.8 (21.0) (23.7) 45.1 31.9 399
Grene
1,300.2 6.9 1,307.1 29.9 2.0 86.9 931.0 11.5 0.0 645.7 48.4 (44.3) (8.5) 52.7 921
Grene
1,230.5 6.5 1,237.0 29.3 2.1 48.2 858.1 11.5 0.0 602.6 41.9 (27.4) (14.7) 35.0 915
HydraGrene
Martin
436.6 28.9 465.5 11.3 0.0 69.2 397.5 0.0 1.7 211.2 29.8 (12.0) (23.8) 12.1 196
854.7 0.1 854.8 73.4 5.3 2.0 834.4 47.0 10.8 656.6 (5.0) (39.2) 46.2 43.4 599
HydraGrene
Martin
363.0 28.4 391.4 10.9 0.0 56.2 351.4 0.0 1.4 113.6 35.3 (5.8) (19.0) 5.8 174
714.7 0.1 714.8 69.6 5.3 (69.0) 802.0 47.0 9.8 606.6 50.3 (26.7) (26.1) 38.8 609
Sjøtroll (Discon tinuing operations)
-
Sjøtroll (Discon tinuing perations) o
Total
11,866.0 70.4 11,936.4 387.0 7.3 661.0 9,346.7 948.2 31.6 5,628.8 367.7 (802.1) 516.0 850.2 3.248
Total
484.3 9,861.5 172.2 207.2 656.5 10,068.7 0.0 375.0 0.0 7.4 194.0 572.9 7,929.6 897.2 36.4 4,306.1 161.0 608.0 (59.7) (540.6) (102.3) (418.1) 59.7 575.3 288 3.413
Notes to the consolidated financial statements NOTE 1 - Segment reporting (continued) Intangible and fixed assets
Revenue
Geographical - segment Denmark Norway Chile U.K. Poland France Malaysia Czech Republic Other Europe Other world Total
2011
2010
2011
2010
1,200.7 3,062.1 1,762.0 991.2 606.4 395.7 142.0 90.6 2,489.4 1,188.9 11,929.0
1,131.8 2,120.3 1,255.4 874.2 551.5 265.9 123.3 101.4 2,006.5 1,020.5 9,450.8
1,728.4 597.5 461.7 52.0 88.1 246.3 631.7 242.8 210.4 36.3 4,295.2
1,806.6 491.3 474.7 55.5 101.4 36.7 435.4 260.7 191.6 8.4 3,862.3
Reconciliation of revenue, profit before tax, assets and liabilities Reconciliation of segment revenue: Revenue from reporting segments Revenue from non-reporting segments Revenue from the parent company Group elimination Revenue from discontinuing operations (Sjøtroll) Group revenue Reconciliation of EBIT: EBIT from reporting segments Revenue from non-reporting segments EBIT from the parent company EBIT from discontinuing activities (Sjøtroll) EBIT Reconciliation of segment assets Assets from reporting segments Assets from non-reporting segments Assets from the parent company Group elimination Assets Reconciliation of segment liabilities Liabilities from reporting segments Liabilities from non-reporting segments Liabilities from the parent company Group elimination Liabilities
2011
2010
11,936.4 10,068.7 48.0 58.8 19.5 18.4 (74.9) (38.6) 0.0 (656.5) 11,929.0 9,450.8 661.0 (8.9) (5.8) 0.0 646.3
572.9 (4.8) (5.5) (194.0) 368.6
9,346.7 7,929.6 583.8 926.6 3,453.0 3,608.6 (3,483.0) (3,564.9) 9,900.5 8,899.9 5,628.8 31.7 492.2 (482.2) 5,670.5
4,306.1 34.8 484.3 (320.4) 4,504.8
Joint ventures are recognised in the consolidated financial statement with the following amounts: Current assets DKK 124.2 million (2010 DKK 98.2 million), non-current assets DKK 72.7 million (2010 DKK 32.5 million), current liabilities DKK 182.5 million (2010 DKK 150.4 million), non-current liabilities DKK 0.0 million (2010 DKK 0.4 million), revenue DKK 289.6 million (2010 DKK 309.6 million) and expenses DKK 302.7 million (2010 DKK 317.8 million). Xergi A/S, Alitec Pargua S.A. and Grene Kramp Holding A/S are the only joint venture companies.
NOTE 2 - Revenue Sale of goods Sale of services Rental income Market value of work in progress Total revenue
2011
2010
11,854.1 9.2 17.7 48.0 11,929.0
9,361.3 13.4 17.3 58.8 9,450.8
All amounts in millions of Danish kroner.
39
Consolidated statement
The data on revenue by geography are based on customers’ geographical location, while data on intangible and fixed assets by geography are based on the physical location of the assets.
Notes to the consolidated financial statements NOTE 3 - Costs
2011
2010
Cost of sales Cost of sales for the year includes cost of goods sold of Cost of sales for the year includes inventory impairments of Cost of sales for the year includes reversed inventory impairments of
(8,485.6) (6,588.7) (49.1) (44.0) 25.5 30.0
Staff costs Remuneration to the Board of Directors of Schouw & Co. Wages and salaries Defined contribution pension plans Other social security costs Share-based payment Total staff costs
(3.1) (2.8) (954.7) (889.9) (65.9) (63.2) (71.8) (69.0) (8.9) (7.2) (1,104.4) (1,032.1)
Including staff costs capitalised and recognised in plant, machinery and development projects Staff costs recognised in the income statement
21.0 14.0 (1,083.4) (1,018.1)
Staff costs are recognised as follows Production Distribution Administration Staff costs recognised in the income statement
(493.3) (465.7) (392.3) (359.0) (197.8) (193.4) (1,083.4) (1,018.1)
Average number of employees
3,287
3,166
Determination of remuneration to the Board of Directors and the Executive Management Aktieselskabet Schouw & Co. has prepared a remuneration policy describing the guidelines for the remuneration to members of the company’s Board of Directors and Executive Management. The remuneration to board members consists of a fixed basic fee of DKK 0,2 million for 2011. The remuneration policy is available on the company’s web site. Remuneration to the Board of Directors includes a fee to the audit committee of DKK 0.4 million (2010: DKK 0.3 million). Staff costs include salaries and bonuses of DKK 7 million (2010: DKK 6.3 million), pension contributions of DKK 0,2 million (2010: DKK 0.2 million) and share-based payment of DKK 1 million (2010: DKK 0.9 million) to members of the Management Board. The Management Board also has a car at their disposal. Members of the Management Board do not have any unusual employment or contractual terms. Staff costs include salaries and bonuses of DKK 20.9 million (2010: DKK 20.3 million), pension contributions of DKK 1.5 million (2010: DKK 1.5 million) and share-based payment of DKK 2.9 million (2010: DKK 2.9 million) to the registered executive managements of directly owned subsidiaries. No severence payments were made to senior managers of the Schouw & Co. Group in 2011 or 2010. Share-based payment: Share option programme The company has an incentive programme for the Management and senior managers, including the executive management of subsidiaries. The programme entitles participants to acquire shares in Schouw & Co. at a price based on the officially quoted price at around the time of grant plus a calculated rate of interest (4%) from the date of grant until the date of exercise. Outstanding options
Management
Other
Granted in 2008 1) 36,000 144,000 Granted in 2009 36,000 184,000 Granted in 2010 34,000 148,000 Outstanding options at December 31, 2010 106,000 476,000 Granted in 2011 55,000 184,000 Exercised (from the share options granted in 2009) 0 (98,000) Outstanding options in total at December 31, 2011 161,000 562,000 1) The number of options has been adjusted for bonus share issue in 2008 2) At exercise after four years (at the latest possible moment) 3) At the date of grant
Total
180,000 220,000 182,000 582,000 239,000 (98,000) 723,000
Strike price in DKK 2)
Fair value in DKK per option 3)
Fair value in total in DKK millions 3)
Can be exercised from
Can be exercised to
224.85 78.61 125.53
37.83 21.27 24.38
6.8 March 2010 March 2012 4.7 March 2011 March 2013 4.4 March 2012 March 2014
151.61
25.80
6.2 March 2013 March 2015
A total of 98,000 options relating to the 2009 grant were exercised in 2011. The exercise of these options produced cash proceeds to the Group of DKK 7.1 million. The following assumptions were applied in calculating the fair value of outstanding share options at the date of grant:
Expected volatility Expected term Expected dividend per share Risk-free interest rate
2011 grant
2010 grant
2009 grant
2008 grant
33.75% 48 mths DKK 3 3.00%
37.41% 48 mths DKK 3 4.00%
56.54% 48 mths DKK 3 4.00%
29.47% 48 mths DKK 3 4.00%
The expected volatility is calculated as 12 months historical volatility based on average prices. If the optionholders have not excercised their share options within the period specified, the share options will lapse without any compensation to the holders. Exercise of the share options is subject to the holders being in continuing employment during the above-mentioned periods. If the share option holder leaves the company’s employ before the date of acquiring the right, the holder may in some cases have a right to exercise the share options early during a four-week period following Schouw & Co.’s next following profit announcement. In the event of early exercise, the number of share options will be reduced proportionately.
40
All amounts in millions of Danish kroner.
Notes to the consolidated financial statements NOTE 3 - Costs - continued Share-based payment: Employee shares In 2011, Schouw & Co. allocated 53,662 of its treasury shares for employee share schemes in Group companies. Employee shares are granted on the basis of a performance-driven model. If the conditions are met, the employees receive a variable number of shares at no consideration equivalent to the estimated performance value. The condition was met for the 2011 financial year and employees have obtained a right to receive shares at a value at the date of grant of DKK 3.6 million, which amount is expensed in the income statement for 2011. The shares are held in blocked accounts until the end of the seventh calendar year following grant.
2010
(123.0) 51.4 (59.7) (131.3)
(92.4) 42.3 (48.4) (98.5)
Depreciation/amortisation and impairment Amortisation of intangible assets Impairment of intangible assets Depreciation of property, plant and equipment Impairment of property, plant and equipment Total depreciation/amortisation and impairment
(64.2) (13.3) (324.6) (0.9) (403.0)
(58.5) (5.3) (318.3) (2.2) (384.3)
Depreciation/amortisation and impairment is recognised in the income statement as follows: Production Distribution Administration Goodwill impairment Total depreciation/amortisation and impairment
(325.2) (42.8) (28.2) (6.8) (403.0)
(319.9) (40.9) (23.5) 0.0 (384.3)
2011
2010
6.4 0.8 1.8 2.5 11.5
5.4 0.7 1.2 1.6 8.9
1.8 0.3 0.4 0.5 3.0
2.1 0.6 0.5 0.3 3.5
NOTE 4 - Fees to auditors appointed by the general meeting Audit fees, KPMG Non-audit fees, KPMG Fees for tax and VAT related services, KPMG Fees for other services, KPMG Total fees, KPMG Audit fees, other accountants Non-audit fees, other accountants Fees for tax and VAT related services, other accountants Fees for other services, other accountants Total fees, other accountants
All amounts in millions of Danish kroner.
Consolidated statement
2011 Research and development costs Research and development costs expensed and development costs incurred are shown below: Research and development costs incurred Development costs recognised under intangible assets Amortisation and impairment losses on recognised development costs Research and development costs for the year recognised in the income statement
41
Notes to the consolidated financial statements NOTE 5 - Other operating income and expenses
2011
2010
Gains on the disposal of property, plant and equipment and intangible assets Government grants Other operating income Total other operating income
7.9 7.3 7.6 22.8
10.5 6.4 4.0 20.9
Losses on the disposal of property, plant and equipment and intangible assets Other operating expenses Total other operating expenses
(2.4) (0.5) (2.9)
(1.3) (4.3) (5.6)
Fibertex has recognised an investment grant of DKK 6.4 million in 2011 (2010: DKK 6.4 million), related to the establishment of the factory in Malaysia. The grant is primarily conditional on a tax profit to be generated over the next years by Fibertex in Malaysia, which is regarded as very likely to happen. Other grants are not subject to special conditions. NOTE 6 - Equity investments in associates
2011
2010
Cost at January 1 Additions Disposals Cost at December 31
99.6 5.0 (5.5) 99.6
141.0 0.0 (41.4) 99.6
Adjustments at January 1 Foreign exchange adjustments Other changes in equity Disposals for the year Profit/(loss) after tax in associates Adjustments at December 31
(5.5) (4.6) (1.0) 0.2 (26.0) (36.9)
(11.1) 6.6 (0.2) (0.2) (0.6) (5.5)
Carrying amount at December 31
62.7
94.1
2011 Attributable to the group Name
Registered office
Incuba A/S Aarhus, Denmark Martin Professional (HK) Ltd. Hong Kong, China Martin Professional Japan Ltd. Tokyo, Japan Finini ApS Odense, Denmark Dansk Afgratningsteknik A/S Skjern, Denmark GFE Patent A/S 1) Lang책, Denmark Fibertex South Africa Ltd. Durban, South Africa The group share of equity and profit in total
Ownership interest
Revenue
Profit for the year
Total assets
Liabilities
Equity
0.0 24.5 30.8 N/A N/A 30.7
(42.3) 3.1 0.3 0.2 1.3 (24.0)
85.6 14.5 22.1 17.1 9.6 111.5
22.3 3.1 9.2 16.4 3.8 25.7
31.0 5.3 5.2 0.4 1.7 19.1 62.7
Ownership interest
Revenue
Profit for the year
Total assets
Liabilities
Equity
49.02% 46.20% 40.00% 49.90% 30.00% 25.00% 26.00%
0.0 19.8 41.2 N/A N/A 0.0 0.0
(0.5) (3.5) 3.0 0.6 0.5 (0.2) (1.2)
124.1 13.2 20.8 17.0 9.1 24.0 149.2
16.4 5.3 9.1 13.9 4.6 4.3 36.6
52.8 3.6 4.7 1.5 1.4 4.9 25.2 94.1
49.02% 46.20% 40.00% 49.90% 30.00% 26.00%
Profit for the year
(20.7) 1.4 0.1 (1.1) 0.4 (0.2) (5.9) (26.0)
2010 Attributable to the group Name
Registered office
Incuba A/S Aarhus, Denmark Martin Professional (HK) Ltd. Hong Kong, China Martin Professional Japan Ltd. Tokyo, Japan Finini ApS Odense, Denmark Dansk Afgratningsteknik A/S Skjern, Denmark GFE Patent A/S Lang책, Denmark Fibertex South Africa Ltd. Durban, South Africa The group share of equity and profit in total
Profit for the year
(0.2) (1.7) 1.2 0.3 0.1 0.0 (0.3) (0.6)
1) At the end of 2011, GFE Patent A/S was reclassified from an associate to being pro rata consolidated. Subsequently, the company changed its name to Xergi NiX Technology A/S. There is no recognised goodwill regarding associates
42
All amounts in millions of Danish kroner.
Notes to the consolidated financial statements NOTE 7 - Profit from divestment of equity investments In 2011, the Group divested Xergi Services Ltd., a subsidiary in the Xergi group. The Xergi group received proceeds of DKK 5.2 million from the divestment, of which 50% has been recognised in Schouw & Co.’s consolidated financial statements. In 2010, the Group divested its ownership interest in Grene Kramp in the Czech Republic.
NOTE 8 - Financial income 2011 Currency trans action adjustments
Fair value adjustments
Total
13.9 13.5 0.0 5.0 32.4
0.0 5.6 2.7 0.0 8.3
0.0 0.0 0.0 0.0 0.0
13.9 19.1 2.7 5.0 40.7
Interests/ Dividend
Currency transaction adjustments
Fair value adjustments
Total
0.0 12.8 0.0 4.0 16.8
0.0 8.5 6.6 0.0 15.1
35.9 0.2 0.0 0.0 36.1
35.9 21.5 6.6 4.0 68.0
Interests/ Dividend
Currency transaction adjustments
Fair value adjustments
0.0 0.0 (105.8) (5.2) (111.0)
0.0 (18.2) (6.9) 0.0 (25.1)
(566.6) (1.4) 0.0 0.0 (568.0)
Interests/ Dividend
Currency transaction adjustments
Fair value adjustments
0.0 0.0 (90.3) (0.1) (90.4)
0.0 (20.9) (10.3) 0.0 (31.2)
(554.0) (2.7) 0.0 0.0 (556.7)
Consolidated statement
Financial assets measured at fair value through profit or loss Loans and receivables Financial liabilities measured at amortised costs Non-financial assets or liabilities Total financial income
Interests/ Dividend
2010 Financial assets measured at fair value through profit or loss Loans and receivables Financial liabilities measured at amortised costs Non-financial assets or liabilities Total financial income
NOTE 9 - Financial expenses 2011 Financial assets measured at fair value through profit or loss Loans and receivables Financial liabilities measured at amortised costs Non-financial assets or liabilities Total financial expenses
Total
(566.6) (19.6) (112.7) (5.2) (704.1)
2010 Financial assets measured at fair value through profit or loss Loans and receivables Financial liabilities measured at amortised costs Non-financial assets or liabilities Total financial expenses
Total
(554.0) (23.6) (100.6) (0.1) (678.3)
Capitalised borrowing costs amounted to DKK 14.5 million in 2011 based on an average rate of interest of 3.9% p.a. In 2010, capitalised borrowing costs amounted to DKK 5.2 million based on an average rate of interest of 3.0% p.a.
All amounts in millions of Danish kroner.
43
Notes to the consolidated financial statements NOTE 10 - Tax on the profit for the year
2011
2010
Tax for the year is composed as follows: Tax on the profit for the year Tax on other comprehensive income Tax in total
(30.8) (0.8) (31.6)
114.6 6.1 120.7
Tax on the profit for the year has been calculated as follows: Current tax Deferred tax Adjustment of prior-year tax charge Tax recognised in the income statement in total
(89.5) 65.2 (6.5) (30.8)
(49.7) 164.3 0.0 114.6
Specification of the tax on the profit for the year: Calculated 25% tax of the profit for the year Adjustment of calculated tax in foreign subsidiaries relative to 25% Tax effect of non-deductible amortisation and impairment of goodwill Tax effect of non-deductible costs and non-taxable income Tax effect of adjustment of prior-year tax charge Tax effect of non-capitalised tax asset Tax effect of deferred tax regarding previous years recognised this year Tax recognised in the income statement in total
10.3 2.0 (1.7) (35.9) (6.5) (3.0) 4.0 (30.8)
60.3 5.9 0.0 9.8 6.1 (3.5) 36.0 114.6
-74.7%
47.5%
Effective tax rate
2011 Tax on items taken directly to other comprehensive income Exchange adjustments of foreign units, etc. Value adjustment of hedging instruments transferred to cost of sales Value adjustment of hedging instruments transferred to financials Value adjustment of hedging instruments for the year Other adjustment on equity Other comprehensive income from associates Tax on items taken directly to other comprehensive income in total
Before tax
Tax on items taken directly to other comprehensive income Exchange adjustments of foreign units, etc. Value adjustment of hedging instruments transferred to cost of sales Value adjustment of hedging instruments transferred to financials Value adjustment of hedging instruments for the year Other comprehensive income from associates Tax on items taken directly to other comprehensive income in total
Before tax
9.4 10.6 10.3 (19.2) (2.7) (1.0) 7.4
Tax
0.0 (2.9) (2.6) 4.7 0.0 0.0 (0.8)
After tax
9.4 7.6 7.7 (14.4) (2.7) (1.0) 6.6
2010
NOTE 11 - Earnings per share (DKK) Share of the profit for the year attributable to shareholders of Schouw & Co. Of which profit for the year from continuing operations Of which profit for the year from discontinuing operations
194.8 13.7 12.1 (39.8) (0.3) 180.5
Tax
2.2 (3.8) (3.0) 10.6 0.1 6.1
2011 (72.3) (72.3) 0.0
After tax
197.0 9.9 9.1 (29.2) (0.2) 186.6
2010 (24.0) (126.4) 102.4
Average number of shares Average number of treasury shares Average number of outstanding shares
25,500,000 25,500,000 (1,914,781) (793,147) 23,585,219 24,706,853
Average dilutive effect of outstanding share options 1) Diluted average number of outstanding shares
45,163 72,140 23,630,382 24,778,993
Earnings per share in Danish kroner of DKK 10 Diluted earnings per share in Danish kroner of DKK 10 Earnings per share in Danish kroner of DKK 10 from continuing operations Diluted earnings per share in Danish kroner of DKK 10 from continued operations Earnings per share from discontinuing operations (DKK) Diluted earnings per share from discontinuing operations (DKK) 1) See note 3 for information on options that may cause dilution.
44
All amounts in millions of Danish kroner.
(3.07) (3.06) (3.07) (3.06) 0.00 0.00
(0.97) (0.97) (5.12) (5.10) 4.15 4.13
Notes to the consolidated financial statements NOTE 12 - Intangible assets
2011
Goodwill
1,119.2 5.2 0.0 45.8 0.0 0.0 1,170.2 (215.2) 0.0 (6.8) 0.0 0.0 0.0 (222.0) 948.2
261.9 (0.8) 5.6 0.0 (9.8) 44.3 301.2 (163.5) 0.8 (4.1) (53.2) 9.8 (17.3) (227.5) 73.7
Development projects in progress
30.1 (0.1) 45.8 0.0 (0.4) (24.3) 51.1 0.0 0.0 (2.4) 0.0 0.4 0.0 (2.0) 49.1
Other intangible assets
Total
90.8 1.2 5.1 36.6 (0.1) (20.0) 113.6 (48.0) (0.9) 0.0 (11.0) 0.1 17.2 (42.6) 71.0
1,502.0 5.5 56.5 82.4 (10.3) 0.0 1,636.1 (426.7) (0.1) (13.3) (64.2) 10.3 (0.1) (494.1) 1,142.0
92.1 3.6 1.7 (7.6) (0.4) 1.4 90.8 (38.1) (2.0) 0.0 (15.4) 7.3 0.2 (48.0) 42.8
1,459.9 21.8 44.8 (32.5) (0.4) 8.4 1,502.0 (388.6) (2.7) (5.3) (58.5) 28.2 0.2 (426.7) 1,075.3
Consolidated statement
Cost at January 1, 2011 Foreign exchange adjustment Additions Additions on company acquisitions Disposals Transferred/reclassified Cost at December 31, 2011 Amortisation and impairment at January 1, 2011 Foreign exchange adjustment Impairment Amortisation Amortisation and impairment of disposed assets Transferred/reclassified Amortisation and impairment at December 31, 2011 Carrying amount at December 31, 2011
Completed development projects
2010 Cost at January 1, 2010 Foreign exchange adjustment Additions Disposals Disposals on company divestment Transferred/reclassified Cost at December 31, 2010 Amortisation and impairment at January 1, 2010 Foreign exchange adjustment Impairment Amortisation Amortisation and impairment of disposed assets Disposals on company divestment Amortisation and impairment at December 31, 2010 Carrying amount at December 31, 2010
1,107.5 17.4 0.8 (6.5) 0.0 0.0 1,119.2 (217.7) 0.0 0.0 0.0 2.5 0.0 (215.2) 904.0
Amortised over
235.6 0.6 0.0 (16.3) 0.0 42.0 261.9 (131.6) (0.7) (4.4) (43.1) 16.3 0.0 (163.5) 98.4
24.7 0.2 42.3 (2.1) 0.0 (35.0) 30.1 (1.2) 0.0 (0.9) 0.0 2.1 0.0 0.0 30.1
3-7 years
5-15 years
Goodwill Schouw & Co. recognised goodwill of DKK 948.2 million at December 31, 2011. This was an increase of DKK 44.2 million relative to December 31, 2010, which breaks down as follows: DKK 45.8 million from the acquisition of Tharreau Industries, less a DKK 6.8 million goodwill impairment relating to Xergi and plus a positive foreign exchange adjustment of DKK 5.2 million. Other than the write-down of Xergi, goodwill tested for impairment at 31 December 2010 did not indicate impairment in 2011. The total goodwill of DKK 948.2 million recognised is distributed on:
Goodwill in 2011 Goodwill in 2010
BioMar 739.7 734.3
Fibertex Personal Fibertex Care Nonwovens 72.4 77.6 72.4 32.0
Martin 47.0 47.0
Grene 11.5 11.5
Xergi 0.0 6.8
Total 948.2 904.0
The management of Schouw & Co. has tested the value in use of the carrying amounts against goodwill in the above group companies. In the test performed, the executive management of each company was asked to indicate the expected free cash flows for the budget period. The free cash flow after tax has been applied to a discounted cash flow model for the purpose of estimating such company’s value and goodwill, which amount was subsequently compared with the carrying amount recognised in the Schouw & Co. consolidated financial statements. The required rate of return was based on a WACC before tax at the level of from 7.2%-8.2% (7.9%-9.3% in 2010). In addition, a growth rate of 2% (2% in 2010) was used to extrapolate each company’s cash flow. The test shows a need for impairment of DKK 6.8 million in Xergi. Sensitivity analyses have been made to calculate the value subject to each company achieving 100%, 90%, 80% and 70%, respectively, of its forecast cash flows, combined with alternative, higher WACC values (of +0.5 and + 1.0 percentage point). Combinations of lowered EBIT and increased WACC indicate a minor need for a write-down. The projected earnings levels and required rates of return do not imply a need for write-down. Accordingly, the value of goodwill is unchanged. Development projects and other intangible assets Schouw & Co. recognised development costs of DKK 122.8 million and DKK 71.0 million in other intangible assets at December 31, 2011. An impairment test was performed in 2011 on the carrying amount of completed development projects and of development projects in progress. The test revealed indications of impairment, because the carrying amount was greater than the recoverable amount. The impairment test resulted in a DKK 6.5 million write-down (2010: DKK 5.3 million), which amount has been recognised in the income statement. Estimated recoverable amounts are based on calculations determined through the application of projected cash flows on the basis of expectations for 2012-2015. All amounts in millions of Danish kroner.
45
Notes to the consolidated financial statements NOTE 13 - Property, plant and equipment
2011 Land and buildings
Cost at January 1, 2011 Foreign exchange adjustment Additions on company acquisitions Additions Disposals Disposals on company divestment Transferred/reclassified Cost at December 31, 2011 Depreciation and impairment at January 1, 2011 Foreign exchange adjustment Transferred/reclassified Depreciation and impairment of disposed assets Impairment Disposals on company divestment Depreciation Depreciation and impairment at December 31, 2011 Carrying amount at December 31, 2011 Of which assets held under finance lease Depreciated over
Leasehold improvements
Plant and machinery
Other fixtures, tools and equipment
Assets under construction
Total
1,685.6 (8.6) 40.6 161.6 (15.1) 0.0 86.3 1,950.4
31.5 (1.0) 0.0 0.4 (0.5) 0.0 (2.1) 28.3
2,569.5 1.5 114.9 252.7 (72.0) 0.0 301.2 3,167.8
373.1 (5.5) 1.9 34.1 (45.9) (0.4) 40.3 397.6
399.0 0.3 1.2 115.6 (0.5) 0.0 (425.7) 89.9
5,058.7 (13.3) 158.6 564.4 (134.0) (0.4) 0.0 5,634.0
(435.9) 0.8 (1.1) 4.2 (0.9) 0.0 (56.6) (489.5)
(21.4) 0.4 1.1 0.4 0.0 0.0 (2.1) (21.6)
(1,539.8) (3.0) (0.1) 70.7 0.0 0.0 (225.6) (1,697.8)
(274.6) 3.0 (0.1) 39.6 0.0 0.3 (40.3) (271.9)
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
(2,271.7) 1.2 0.0 114.9 (0.9) 0.3 (324.6) (2,480.8)
1,460.9
6.7
1,470.0
125.7
89.9
3,153.2
12.3
0.0
77.2
3.1
0.0
92.6
10-50 years
2-10 years
3-15 years
2-8 years
2010 Land and buildings
Cost at January 1, 2010 Foreign exchange adjustment Additions Disposals Disposals on company divestment Transferred/reclassified Cost at December 31, 2010 Depreciation and impairment at January 1, 2010 Foreign exchange adjustment Transferred/reclassified Depreciation and impairment of disposed assets Impairment Disposals on company divestment Depreciation Depreciation and impairment at December 31, 2010 Carrying amount at December 31, 2010 Of which assets held under finance lease Depreciated over
Leasehold improvements
Plant and machinery
Other fixtures, tools and equipment
Assets under construction
Total
1,586.5 53.6 22.0 (1.1) 0.0 24.6 1,685.6
29.0 0.7 2.1 (0.3) 0.0 0.0 31.5
2,438.3 128.5 78.4 (101.0) (0.2) 25.5 2,569.5
350.4 8.8 39.1 (27.0) (0.3) 2.1 373.1
72.8 2.0 330.7 (4.3) 0.0 (2.2) 399.0
4,477.0 193.6 472.3 (133.7) (0.5) 50.0 5,058.7
(369.6) (12.5) 0.0 0.7 (2.1) 0.0 (52.4) (435.9)
(18.4) (0.4) 0.0 0.3 0.0 0.0 (2.9) (21.4)
(1,336.1) (70.8) 0.0 91.3 0.0 0.1 (224.3) (1,539.8)
(254.3) (5.8) 0.1 23.9 (0.1) 0.3 (38.7) (274.6)
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
(1,978.4) (89.5) 0.1 116.2 (2.2) 0.4 (318.3) (2,271.7)
1,249.7
10.1
1,029.7
98.5
399.0
2,787.0
0.0
0.0
0.0
2.1
0.0
2.1
10-50 years
2-10 years
3-12 years
2-8 years
Land and buildings include assets classified as investment properties. See note 9 to the parent company financial statements. In 2011, the group entered into contracts for the purchase of property, plant and equipment for future delivery for an amount of DKK 29.6 million (2010: DKK 234.4 million). Properties with an indication of impairment have been tested for impairment. The write-down to the recoverable amount for the year amounted to DKK 0.9 million (2010: DKK 2.1 million).
46
All amounts in millions of Danish kroner.
Notes to the consolidated financial statements NOTE 14 - Securities
2011
2010
Financial investments: Shares in Vestas (non-current securities) Shares in Lerøy (current securities) Financial investments in total Other securities Securities in total
248.0 80.5 328.5 27.1 355.6
704.4 189.3 893.7 33.2 926.9
Current assets
Securities measured at fair value Cost at January 1 Foreign exchange adjustment Additions Disposals Cost at December 31 Adjustments at January 1 Foreign exchange adjustment Dividend paid Disposals on divestment Adjustments recognised in the income statement Adjustments recognised in equity Adjustments at December 31 Carrying amount at December 31
Consolidated statement
At December 31, 2011, the company held 4,000,000 shares in Vestas recognised at a price of DKK 62.00 per share (2010: DKK 176.10 per share). At DKK 248.0 million, the fair value of the holding corresponded to the market price at December 31, 2011. The original acquisition cost of the shares in Vestas is DKK 313.4 million. At December 31, 2011, the company held 1,000,000 shares in Lerøy recognised at a price of NOK 84.00 per share (DKK 80.54 per share). At DKK 80.5 million, the fair value of the holding corresponded to the market price at December 31, 2011. The original acquisition cost of the shares in Lerøy is DKK 148.1 million. Management regularly monitors changes in the fair value of the company’s financial investments. Holdings are recognised at fair value and value adjustments are recognised in the income statement as a financial income or expense. Other securities are classified as “available for sale”. Non current assets
2011
2010
2011
2010
159.8 0.9 0.0 0.0 160.7 30.2 (0.1) (9.6) 0.0 (100.3) 0.0 (79.8)
6.5 5.2 148.1 0.0 159.8 (5.8) 0.0 0.0 0.0 36.0 0.0 30.2
353.2 0.0 5.5 (11.4) 347.3 383.7 0.1 0.0 0.3 (456.7) 0.0 (72.6)
353.9 1.8 2.0 (4.5) 353.2 940.4 (0.1) 0.0 0.0 (556.6) 0.0 383.7
80.9
190.0
274.7
736.9
2011
2010
780.6 74.6 1,000.7 1,855.9
607.8 50.5 847.1 1,505.4
246.0 (128.8) 117.2
241.5 (119.5) 122.0
159.6 2,231.5 95.1 38.5 26.4 2,551.1
112.5 1,666.0 102.5 7.7 23.6 1,912.3
NOTE 15 - Inventories
Raw materials and consumables Work in progress Finished goods and goods for resale Inventories in total Cost of inventories for which impairment losses have been recognised Accumulated impairment losses on inventories Net sales value
NOTE 16 - Receivables Receivables non-current Trade receivables Other current receivables Receivables from associates Accruals and deferred income Receivables in total
For receivables falling due within one year after the end of the financial year, the nominal value is assessed to correspond to the fair value. Non-current receivables include a recognised investment grant with a present value of DKK 125.5 million (2010: DKK 91.2 million). The receivables is expected to be received during the period 2012–2016 as a positive taxable income is achieved in Fibertex Personal Care in Malaysia.
All amounts in millions of Danish kroner.
47
Notes to the consolidated financial statements NOTE 16 - Receivables (continued) Impairment losses on trade receivables Impairment losses at January 1 Exchange adjustments Reversed impairment losses Impairment losses for the year Realised loss Impairment losses at December 31
2011
2010
(223.6) (3.5) 11.3 (19.7) 16.5 (219.0)
(188.5) (4.2) 6.8 (45.4) 7.7 (223.6)
Trade receivables Due between
2011 Trade receivables not considered to be impaired Trade receivables individually assessed to be impaired Trade receivables in total Impairment losses on trade receivables Trade receivables net Proportion of the total receivables which is expected to be settled Impairment percentage
Not due
1-30 days
1,850.1 23.1 1,873.2 (14.5) 1,858.7
209.0 33.3 242.3 (4.7) 237.6
0.8%
1.9%
Not due
1-30 days
31-90 days
70.2 10.1 80.3 (5.0) 75.3
6.2%
>91 days
Total
33.4 221.3 254.7 (194.8) 59.9
2,162.7 287.8 2,450.5 (219.0) 2,231.5
76.5%
91.1% 8.9%
Due between
2010 Trade receivables not considered to be impaired Trade receivables individually assessed to be impaired Trade receivables in total Impairment losses on trade receivables Trade receivables net Proportion of the total receivables which is expected to be settled Impairment percentage
1,331.5 45.9 1,377.4 (12.6) 1,364.8
155.1 13.9 169.0 (4.0) 165.0
0.9%
2.4%
31-90 days
53.3 10.0 63.3 (5.1) 58.2
8.1%
>91 days
55.3 224.6 279.9 (201.9) 78.0
72.1%
Total
1,595.2 294.4 1,889.6 (223.6) 1,666.0 88.2% 11.8%
In total, 11.7% (2010: 15.6%) of the receivables are impaired to some extent at the balance sheet date. There is a constant focus on follow-up on overdue debtors. In respect of trade receivables, customers have provided collateral in the amount of DKK 99.0 million (2010: DKK 91.5 million). Most of the DKK 99.0 million collateral provided relates to BioMar. The collateral provided consists mainly of assets such as fish stocks and fish farming equipment.
2011
2010
77.6 13.2 8.2
66.8 17.0 7.7
Sales value of construction contracts Invoiced on account Construction contracts in total
57.4 (63.7) (6.3)
67.3 (59.6) 7.7
Construction contracts (assets) Construction contracts (liabilities) Construction contracts in total
4.1 (10.4) (6.3)
8.3 (0.6) 7.7
Collateral breaks down as shown below: Collateral on receivables not due for payment. Collateral on receivables due for payment which have not been individually impaired. Collateral on receivables due for payment which have been individually impaired.
NOTE 17 - Construction contracts
48
All amounts in millions of Danish kroner.
Notes to the consolidated financial statements NOTE 18 - Share capital The share capital consists of 25,500,000 shares with a nominal value of DKK 10 each. All shares rank equally. The share capital is fully paid. The share capital has in 2009 been reduced by 2,500,000 shares in connection with the decision of a capital decrease. In 2008 share capital was increased by 12,470,000 shares in connection with a bonus share issue and 3,060,000 shares in connection with the merger of BioMar Holding and Schouw & Co. Treasury shares Nominal value
Cost
Percentage of share capital
January 1, 2010 Bought Group employee share scheme December 31, 2010
354,638 1,305,440 (36,803) 1,623,275
3,546,380 13,054,400 (368,030) 16,232,750
33.9 153.6 (3.2) 184.3
1.39% 5.12% -0.14% 6.37%
Bought Group employee share scheme Share option programme December 31, 2011
536,750 (53,662) (98,000) 2,008,363
5,367,500 (536,620) (980,000) 20,083,630
76.2 (5.1) (9.2) 246.2
2.10% -0.21% -0.38% 7.88%
Consolidated statement
Number of shares
Schouw & Co. has been authorised by the shareholders in general meeting to acquire up to 5,100,000 treasury shares, equal to 20.0% of the share capital. The authorisation is valid until the company’s next annual general meeting, at which time a proposal will be made to renew it. The company acquires treasury shares for allocation to the Group’s employee share schemes and share option programmes. The Group’s holding of treasury shares had a market value of DKK 185.8 million at December 31, 2011 (2010: DKK 216.7 million) Dividend A dividend of DKK 4 (2010: DKK 3) per share is proposed in respect of the 2011 financial year amount of DKK 102.0 million (2010: DKK 76.5 million). On April 20, 2011, the Group paid a dividend of DKK 3 (2010: DKK 3) per share for a dividend amount of DKK 76.5 million (2010: DKK 76.5 million). 2011
2010
(61.0) (3.1) 4.6 (65.2) (4.6) 5.0 34.8 (89.5)
101.3 5.4 0.0 (164.3) 0.0 (3.4) 0.0 (61.0)
Deferred tax is recognised in the balance sheet as follows: Deferred tax (asset) Deferred tax (liability) Net deferred tax at December 31
(217.1) 127.6 (89.5)
(134.1) 73.1 (61.0)
Deferred tax pertains to: Intangible assets Property, plant and equipment Current assets Equity Provisions Other liabilities Recaptured losses Tax loss carry-forwards Net deferred tax at December 31
25.4 185.0 (15.7) 0.0 (3.4) (23.5) 11.4 (268.7) (89.5)
23.5 158.2 (27.4) (0.1) (2.7) (28.7) 8.5 (192.3) (61.0)
NOTE 19 - Deferred tax Deferred tax at January 1 Foreign exchange adjustment Deferred tax adjustment at January 1 Deferred tax for the year recognised in profit for the year Transfer of income tax payable, January 1 Deferred tax for the year recognised in equity Addition on acquisition of subsidiary Net deferred tax at December 31
Tax assets in Schouw & Co. of DKK 217.1 million have been capitalised. Taxable profit is expected to absorb the tax asset in the coming years. There are no deferred tax liabilities that have not been recognised in the balance sheet. Tax losses with an aggregate tax value of DKK 46.8 million (2010: DKK 44.5 million) have not been capitalised, because it is considered unlikely that they will be realised.
All amounts in millions of Danish kroner.
49
Notes to the consolidated financial statements NOTE 19 - Deferred tax (continued)
2011
Change in deferred tax
Balance at Jan. 1
Property, plant and equipment Receivables Inventories Other current assets Equity Provisions Other liabilities Recaptured losses Tax losses Changes in deferred tax Total change in deferred tax
23.5 158.2 (24.4) (3.7) 0.7 (0.1) (2.7) (28.7) 8.5 (192.3) (61.0)
Foreign exchange adjustment
Additions on acquisition
0.0 0.2 (0.2) 0.2 0.0 0.0 0.1 (0.4) 0.0 (3.0) (3.1)
7.4 22.7 0.3 0.1 0.0 0.0 0.0 4.3 0.0 0.0 34.8
Recognised in profit for the year
(5.5) 3.9 12.8 (3.0) 1.5 0.0 (0.8) (3.6) 2.9 (73.4) (65.2)
Recognised in equity
0.0 0.0 0.0 0.0 0.0 0.1 0.0 4.9 0.0 0.0 5.0
Balance at Dec. 31
25.4 185.0 (11.5) (6.4) 2.2 0.0 (3.4) (23.5) 11.4 (268.7) (89.5)
2010 Balance at Jan. 1
Intangible assets Property, plant and equipment Receivables Inventories Other current assets Equity Provisions Other liabilities Recaptured losses Tax losses Change in deferred tax
29.4 163.7 (18.3) (7.5) (1.9) (0.6) (4.1) (17.0) 13.3 (55.7) 101.3
Foreign exchange adjustment
Additions on acquisition
0.1 11.5 (0.5) (0.9) (0.1) 0.0 (0.1) (0.6) 0.0 (4.0) 5.4
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Recognised in profit for the year
(6.0) (17.0) (5.6) 4.7 2.7 0.6 1.5 (7.8) (4.8) (132.6) (164.3)
Recognised in equity
0.0 0.0 0.0 0.0 0.0 (0.1) 0.0 (3.3) 0.0 0.0 (3.4)
Balance at Dec. 31
23.5 158.2 (24.4) (3.7) 0.7 (0.1) (2.7) (28.7) 8.5 (192.3) (61.0)
NOTE 20 - Pensions and similar liabilities It is group policy to fund all pension liabilities and predominantly to avoid defined benefit plans. The acquisition of the majority holding in BioMar Holding at December 31, 2005 included defined benefit obligations, which were included in the consolidated balance sheet of Schouw & Co. at December 31, 2005. Pensions Changes in recognised liability: Net liability at January 1 Paid in Paid out Pensions - net liability at December 31
2011 24.0 0.4 (0.7) 23.7
2010 24.5 0.0 (0.5) 24.0
The pension obligation was calculated at DKK 23.7 million at December 31, 2011. The entire amount relates to Schouw & Co.’s liability to fund supplementary pensions under the previous practise of the KFK pension funds. The entire obligation is related to people who were on the labour market at September 30, 2002 and who transfered to employment with the consortium that took over the divested grain and feed operations (the former KFK). Some uncertainty applies as to the amount of the pension obligation. Accordingly, final funding of this liability may impact future financial results in a positive or negative direction. Amounts recognised in the consolidated income statement in respect of defined contribution plans and defined benefit plans are shown in note 3 to the financial statements Provisions January 1 Used during the year Reversed during the year Provisions made for the year Provisions at December 31
14.3 (6.8) (0.4) 14.7 21.8
17.5 (8.9) 0.0 5.7 14.3
Expected to fall due within: Within 12 month After more than 12 months Provisions at December 31
8.2 13.6 21.8
4.7 9.6 14.3
Provisions made comprise warranty commitments. For certain products, the Group has a contractual commitment to provide warranties of from 12 to 24 months. Under these warranties, the Group undertakes to replace or repair goods that do not function satisfactorily. The statement of expected expiry dates is based on previous experience of when claims for repair are typically received or goods are returned. Pension and similar liabilities are recognised in the balance as: Non-current liabilities Current liabilities Pension and similar liabilities in total
50
All amounts in millions of Danish kroner.
8.2 37.3 45.5
4.7 33.6 38.3
Notes to the consolidated financial statements NOTE 21 - Interest-bearing debt
2011
2010
Debt recognised in the balance sheet: Credit institutions (non-current) Other liabilities (non-current) Current portion of non-current liabilities Credit institutions (current) Interest-bearing debt in total
1,021.7 15.8 282.7 2,004.3 3,324.5
967.7 15.7 185.4 1,457.0 2,625.8
Fair value of the interest bearing debt
3,324.9
2,625.7
Payment
Carrying amount
2010
2011
2010
2011
2010
1,774.3 558.9 877.1 292.2 3,502.5
1,457.0 223.0 764.4 371.8 2,816.2
0.0 46.2 87.4 44.4 178.0
0.0 37.6 110.6 42.2 190.4
1,774.3 512.7 789.7 247.8 3,324.5
1,457.0 185.4 653.8 329.6 2,625.8
Consolidated statement
Interest-bearing debt maturity profile Overdraft facilities without planned repayment Less than 1 year 1-5 years More than 5 years Total
Rate of interest
2011
In the above, the interest rate on variable rate debt is fixed as the spot rate. Weighted average effective rate of interest of the year was 3.9% (2010: 3.1%) Weighted average effective rate of interest on the balance sheet date was 3.2% (2010: 3.0%)
Percentage breakdown of total interest-bearing debt by currency
2011 CZK 6%
2010
Other 2%
CZK 8% MYR 1%
MYR 6%
Other 1%
NOK 9% DKK 27% NOK 13%
DKK 28%
USD 3% PLN 3%
USD 2% PLN 3% EUR 41%
EUR 47%
Accordingly, liabilities regarding assets held under finance leases are included under debt to credit institutions: Lease payment
Expire in Less than 1 year 1-5 years More than 5 years Total
Rate of interest
Carrying amount
2011
2010
2011
2010
2011
2010
13.8 37.1 0.0 50.9
1.1 1.3 0.0 2.4
1.5 1.9 0.0 3.4
0.0 0.0 0.0 0.0
12.3 35.2 0.0 47.5
1.1 1.3 0.0 2.4
The fair value of the liabilities relating to assets held under finance leases corresponds to the carrying amount. The fair value is an estimate of the present value of future cash flows applying a market rate for similar leases.
All amounts in millions of Danish kroner.
51
Notes to the consolidated financial statements NOTE 21 - Interest-bearing debt (continued) Interest rate risk The Group hedges parts of the interest rate risk on its debt subject to a case-by-case assessment. Such assessments include, in addition to expectations for interest rate developments, the amount of the total floating rate debt relative to equity. Hedging normally consists of interest rate swaps and rate caps. All interest rate swaps and rate caps are used to hedge underlying loans/credit facilities. 2011 Fixed rate debt
Interest bearing debt Hedging Net exposure Share in percent Hedging expires in : Less than 1 year 1-5 years More than 5 years Total
Floating rate debt
133.8 512.2 646.0 19.4%
3,190.7 (512.2) 2,678.5 80.6%
19.3 377.6 115.3 512.2
(19.3) (377.6) (115.3) (512.2)
2010 Total
3,324.5 0.0 3,324.5
Fixed rate debt
Floating rate debt
215.6 447.3 662.9 25.2%
2.410.2 (447.3) 1,962.9 74.8%
111.8 187.1 148.4 447.3
(111.8) (187.1) (148.4) (447.3)
Total
2,625.8 0.0 2,625.8
Included in fixed-rate debt are items that are not interest reset within the next 12 months. If interest rates rise by 1%, the annual interest expense would increase by about DKK 20 million after tax (2010: DKK 15 million).
NOTE 22 - Other liabilities Deposits (non-interest bearing) Corporate bonds (interest bearing) Accruals and deferred income Other liabilities in total
2011
2010
6.9 15.8 65.0 87.7
3.6 15.7 32.1 51.4
Schouw & Co. has issued corporate bonds in 2008 and 2009. The bond issued on December 31, 2009 has a nominal value of 7.6 million, a coupon of 2.5% per annum and runs until December 31, 2014. The bond issued on December 31, 2008 has a nominal value of 8.3 million, a coupon of 4.5% per annum and runs until December 31, 2013.
NOTE 23 - Trade payables and other payables Trade payables Customer prepayments Other payables Accruals and deferred income Trade payables and other payables in total
1,642.2 5.4 389.4 18.7 2,055.7
1,347.9 7.2 317.8 18.2 1,691.1
Trade payables and other payables largely all fall due within one year. NOTE 24 - Income tax Net income tax payable at January 1 Exchange adjustments at January 1 Current tax for the year including jointly-taxed subsidiaries Prior-year adjustments Transferred from deferred tax at January 1 Current tax for the year recognised in equity Addititions on acquisitions Disposal on sale of subsidiary Corporate income tax paid during the year Income tax at December 31 Which is distribuuted as follows: Income tax receivable Income tax payable Income tax at December 31
52
All amounts in millions of Danish kroner.
35.3 1.1 89.5 1.9 4.6 (4.2) 1.3 (0.1) (112.0) 17.4
45.2 3.3 49.7 0.0 0.0 (2.6) 0.0 0.0 (60.3) 35.3
(17.5) 34.9 17.4
(4.9) 40.2 35.3
Notes to the consolidated financial statements NOTE 25 - Changes in working capital
2011
2010
(270.7) (491.8) 334.2 (428.3)
(243.6) (122.1) 204.0 (161.7)
Purchase of intangible assets Of which had not been paid at the balance sheet date/adjustment for the year Amount paid in relation to intangible assets
56.5 0.0 56.5
44.8 (2.6) 42.2
Purchase of property, plant and equipment Of which had not been paid at the balance sheet date/adjustment for the year Of which assets held under finance leases Amount paid in relation to purchase of property, plant and equipment
564.4 1.4 (1.1) 564.7
472.3 (1.1) 0.0 471.2
Incurring financial liabilities Of which lease debt Proceeds from incurring financial liabilities
282.6 (1.9) 280.7
27.5 (1.3) 26.2
Change in inventories Change in receivables Change in trade payables and other payables Changes in working capital in total
NOTE 26 - Adjustment for non-cash transactions
Consolidated statement
NOTE 27 - Acquisitions of subsidiaries The Group acquired three businesses in 2011. The total fair values at the dates of acquisition comprise: Acquisition of Tharreau Industries
Intangible assets Property, plant and equipment Financial assets Inventories Receivables Tax asset Cash and cash equivalents Credit institutions Deferred tax Provisions Trade payables Other liabilities Net assets acquired Of which minority interests Current value of original share of equity Badwill Goodwill Cost Of which cash and cash equivalents Cash cost total
24.4 158.6 0.5 72.4 92.9 0.2 54.9 (67.8) (34.8) 0.1 (26.5) (21.2) 253.7 (46.0) 0.0 0.0 45.8 253.5 (54.9) 198.6
Other acquisitions
12.2 0.0 0.0 8.4 0.0 0.0 0.0 0.0 0.0 (0.2) 0.0 (2.4) 18.0 0.0 (4.8) (4.6) 0.0 8.6 0.0 8.6
Total acquisitions in 2011
36.6 158.6 0.5 80.8 92.9 0.2 54.9 (67.8) (34.8) (0.1) (26.5) (23.6) 271.7 (46.0) (4.8) (4.6) 45.8 262.1 (54.9) 207.2
The Group acquired 85.27% of the shares in the company Tharreau Industries SA, France from Finta Technologies. Tharreau Industries’ manufactures and sells nonwovens. The company has strong know-how and capabilities, especially in relation to the automotive industry, and through the acquisition the Group has strengthened its position in the nonwovens industry. The acquisition is expected to lead to substantial synergies in the Fibertex Nonwovens. The transaction has been approved by the competition authorities and closing took place in May 2011. The acquisition price of the shares amounted to DKK 253 million. The company is consolidated in the Schouw & Co. financial statements effective from May 2011. The transaction involved acquisition costs of DKK 3.9 million, which amount has been recognised in the income statement under administrative expenses. Goodwill related to the acquisition amounts to DKK 45.8 million including the minority share. Goodwill represents Tharreau Industries’ strong market position and the value of technical know-how, including the company’s employees and anticipated synergies. The recognised goodwill is not amortisable for tax purposes. In connection with the acquisition, minority interests will be recognised at the proportionate share of fair value.
All amounts in millions of Danish kroner.
53
Notes to the consolidated financial statements NOTE 27 - Acquisitions of subsidiaries (continued) Revenue of DKK 260.2 million and an EBIT of 5.1 million from the acquired business has been recognised effective from the date of acquisition. Included in the EBIT of DKK 5.1 million are depreciation and amortisation charges of DKK 5.6 million resulting from the purchase price allocation. Had the Group acquired the company on January 1, 2011, consolidated revenue would have been DKK 154 million higher and EBIT would have been DKK 10.4 million higher. The pro forma figures have been calculated on the basis of the actual consideration and the purchase price allocation made at the acquisition date, whereas depreciation and amortisation charges are included in the pro forma figures as from January 1, 2011. As part of the acquisition, the Group took over receivables at a fair value of DKK 92.9 million. Credit hedging of receivables in Tharreau is provided on an ongoing basis and bad debt provisions are made for a few debtors, for whom credit insurance was not or only partially available. At the date of acquisition, total provisions amounted to DKK 1.6 million. In June, Fibertex Nonwovens submitted a mandatory tender offer to Tharreau’s minority shareholders. When the offer expired on July 7, the total ownership interest had grown to 89.62%. In connection with the tender offer, an additional 4.35% of the share capital was acquired at a price of DKK 16.3 million. In connection with the tender offer, costs were incurred to advisers, etc. of a total of DKK 2.7 million, which amount has been recognised in equity under other changes in equity. Grene acquired a small business in Poland at a price of DKK 8.1 million. The acquisition involves three shops in Poland and the addition of 22 employees. No additional assets were identified in connection with the acquisition, and the acquisition did not involve the addition of goodwill. Xergi acquired the outstanding 50% of the shares in GFE Patent A/S at a price of DKK 0.5 million. In connection with the acquisition, negative goodwill of DKK 9.1 million was identified, of which Schouw´s share of DKK 4.5 million has been recognised in other operating income.
2011
2010
NOTE 28 - Divestment of subsidiaries and activities Carrying amount at the time of divestment of: Intangible assets Property, plant and equipment Inventories Receivables Cash and cash equivalents Provisions Trade payables Other liabilities Net assets sold Disposal of goodwill regarding divested companies Gain / loss from divestment of equity investments before cost of sale Dissolution of reserve for exchange rate adjustments in respect of the company divested SELLING PRICE Of which cash and cash equivalents Cash selling price
0.0 0.1 0.1 1.6 0.2 (0.2) (0.6) (0.3) 0.9 0.0 1.9 0.0 2.8 (0.2) 2.6
0.2 0.1 0.0 3.5 1.2 0.0 (0.4) (1.1) 3.5 1.5 1.1 (0.7) 5.4 (1.2) 4.2
In 2011, the Group divested Xergi Services Ltd., a subsidiary of Xergi. In 2010, Grene divested its ownership interest in the Grene Kramp joint venture in the Czech Republic.
54
All amounts in millions of Danish kroner.
Notes to the consolidated financial statements NOTE 29 - Discontinuing operations and assets held for sale
2011
2010
Profit from discontinued operations Profit/loss before tax in Sjøtroll Havbruk. See note 1 Tax on profit/loss in Sjøtroll Havbruk Profit/loss after tax in Sjøtroll Havbruk Gain of the divestment of Sjøtroll Havbruk before tax Tax on the divestment of Sjøtroll Havbruk Profit from discontinued operations
0.0
182.3 (51.1) 131.2 37.6 (2.0) 166.8
Cash flows from discontinued operations Cash flows from Sjøtroll Havbruk. See note 1 Cash proportion of proceeds from the divestment of Sjøtroll Havbruk (less selling costs) Cash flows from discontinued operations
0.0
(1.0) 362.9 361.9
Consolidated statement
Profit from discontinued operations consists of the profit/loss in Sjøtroll Havbruk until the date of divestment in November 2010 and the accounting gain on the transaction. NOTE 30 - Categories of financial assets and liabilities Financial assets Non-current assets Other securities and investments (Vestas) Fair value recognised in the income statement 1)
248.0 248.0
704.4 704.4
26.7 26.7
32.5 32.5
159.6 159.6
112.5 112.5
80.9 80.9
189.3 189.3
2,231.5 125.7 541.3 2,898.5
1,666.0 110.2 451.6 2,227.8
Other receivables (derivative financial instruments) Trading portfolio 2)
7.9 7.9
1.4 1.4
Financial liabilities Non-current liabilities Debt to mortgage-credit institutions Other (debt) to credit institutions Other liabilities Financial liabilities measured at amortised cost
204.3 817.4 22.7 1,044.4
229.2 738.5 19.3 987.0
Current liabilities Debt to mortgage-credit institutions Other (debt) to credit institutions Trade payables Financial liabilities measured at amortised cost
10.8 2,276.2 1,642.2 3,929.2
13.0 1,629.4 1,347.9 2,990.3
42.5 42.5
33.0 33.0
Other investments and securities (other equity holdings) Available-for-sale financial assets 3) Other receivables Receivables Current assets Other securities and investments (Lerøy) Fair value recognised in the income statement 1) Trade receivables Other receivables Cash and cash equivalents Receivables
Other debt (derivative financial instruments) Trading portfolio 2)
1) Listed shares, stated at market value of shareholding (level 1). 2) Financial instrument stated in accordance with generally accepted valuation techniques based on observable data (level 2) measured by external credit institutions. 3) Unlisted shares, stated at estimated value (level 3).
All amounts in millions of Danish kroner.
55
Notes to the consolidated financial statements NOTE 31 - Financial risks The group´s risk management policy Due to the nature of its operations, investments and financing, the Group is exposed to changes in exchange and interest rates. In addition, the Group is exposed to fluctuations in the price of Vestas- and Lerøy-shares. Group policy is not to actively conduct speculation in financial risks. Accordingly, the Group’s financial management exclusively involves the management of financial risk relating to its operations and investments. Currency risk In order to limit currency risk, the group applies a number of financial instruments, mainly forward currency transactions and currency options. The individual group companies manage and hedge current and future currency positions in accordance with guidelines determined by Schouw & Co. It is group policy to hedge material expected currency flows in currencies not closely correlated with EUR 6–12 months forward. The Group has a number of investments in foreign subsidiaries, for which the translation of equity into Danish kroner is subject to currency risk. Fibertex Nonwovens has raised a loan of CZK 655 million (DKK 188.8 million) to hedge the net investment in Fibertex Nonwovens in the Czech Republic . No other net investments have been hedged. Generally, group policy is not to hedge a net investment. Set out in the table below is the Group’s most significant exchange risks at December 31, determined by aggregating the gross currency risks of the individual group companies. ‘Likely change in exchange rate’ is based on historical developments of the exchange rates during the last three years.
The group’s foreign exchange risk recognised in the balance sheet at December 31, 2011
Currency EUR / DKK USD / DKK CZK / DKK MYR / DKK USD / GBP USD / NOK USD / MYR EUR / PLN EUR / RUB EUR / NOK
Position before hedging 1)
Hedged by financial instruments 2)
Position after hedging
(974.6) (36.9) (51.7) (168.1) (41.9) (65.1) 33.4 (33.5) (55.2) (42.4)
0.0 9.6 28.8 0.0 51.6 59.3 0.0 0.0 0.0 0.0
(974.6) (27.3) (22.9) (168.1) 9.7 (5.8) 33.4 (33.5) (55.2) (42.4)
Likely change in exchange Effect on profit rate 3) for the year 4)
0.2% 4.1% 2.6% 7.1% 3.9% 6.7% 4.9% 5.6% 6.7% 7.4%
(1.9) (1.1) (0.6) (11.9) 0.4 (0.4) 1.6 (1.9) (3.7) (3.1)
The group’s foreign exchange risk recognised in the balance sheet at December 31, 2010
Currency EUR / DKK USD / DKK CZK / DKK USD / GBP USD / NOK USD / MYR EUR / PLN EUR / RUB EUR / NOK NOK / GBP
Position before hedging 1)
Hedged by financial instruments 2)
Position after hedging
(851.9) (23.2) (23.5) (39.4) (33.0) 19.1 (22.3) (45.5) (38.4) (2.1)
0.0 14.4 29.5 36.8 85.5 0.0 0.0 0.0 11.3 26.1
(851.9) (8.8) 6.0 (2.6) 52.5 19.1 (22.3) (45.5) (27.1) 24.0
Likely change in exchange Effect on profit rate 3) for the year 4)
0.1% 5.0% 1.5% 17.0% 16.0% 1.3% 4.0% 1.0% 11.0% 0.4%
(0.9) (0.4) 0.1 (0.4) 8.4 0.2 (0.9) (0.5) (3.0) 0.1
1) A positive net position implies debt, a negative net position implies receivables. 2) Positive principal amounts on forward currency contracts indicate a purchase of the currency in question. Negative principal amounts indicate a sale. 3) Increase in per cent in the currency exchange rate. 4) A decrease in the currency exchange rate would reverse the sign.
56
All amounts in millions of Danish kroner.
Notes to the consolidated financial statements NOTE 31 - Financial risks (continued) Currency hedging agreements regarding future transactions Net amounts outstanding for currency hedging agreements at December 31, for the Group and the parent company, which satisfy the requirements for hedge accounting and which relate to future transactions 2011 Currency
22.2 0.0 21.3 0.8 2.2 90.1 0.0 0.0 49.8 0.0
Capital gain (loss) recognised in equity
1.5 0.0 (0.9) 0.0 0.1 5.0 0.0 0.0 (0.3) 0.0 5.4
3 0 3 3 3 3 0 0 3 0
Notional principal 1)
41.2 15.1 91.6 1.4 4.3 123.7 2.0 (99.5) 120.5 6.6
Capital gain (loss) recognised in equity
Maximum number of months to expiry
(0.3) 0.1 (0.8) (0.1) 0.1 (4.4) 0.0 (2.7) (4.8) (0.3) (13.2)
2 2 2 2 2 2 2 5 2 2
Consolidated statement
USD / DKK NOK / DKK USD / GBP EUR / GBP DKK / GBP USD / NOK GBP / EUR MYR / EUR EUR / NOK Other Recognised in equity in total
Notional principal 1)
2010 Maximum number of months to expiry
1) Positive principal amounts on forward currency contracts indicate a purchase of the currency in question. Negative principal amounts indicate a sale. Forward currency contracts relate to hedging of goods sold and goods purchased. Hedging of future cash flows is primarily done in BioMar, where considerable contracts are often made on the purchase of fish oil and fish meal in currencies other than the functional currency of Group companies. At the time of purchase, it is therefore custom to hedge the currency risk on every purchase of raw materials. 2011 2010 Hedging agreements regarding future transaction recognised in equity Currency hedging Interest rate hedging Hedging agreements before tax Tax on hedging agreements Hedging agreements after tax
Capital gain (loss) recognised in equity
5.4 (42.8) (37.4) 8.9 (28.5)
Maximum number of months to expiry
3 180
Capital gain (loss) recognised in equity
(13.2) (20.1) (33.3) 8.6 (24.7)
Maximum number of months to expiry
5 192
Financial investments. Schouw & Co. is exposed to fluctuations in the price of Vestas and Lerøy shares. Price developments in 2010 had a negative effect of DKK 456.4 million on the Vestas shares and a negative effect of DKK 99,8 million on the Lerøy shares. Note 14 contains a more detailed description of developments in the value of Schouw & Co.’s shares in Vestas and Lerøy. Risks on raw material. Risk on raw materials prices is not hedged by way of financial instruments. Interest rate risk. The Group hedges parts of the interest rate risk on its debt subject to a case-by-case assessment. Interest rate risk is further described in note 21. Credit risk. The Group’s credit risk is primarily related to trade receivables (see note 16) and cash deposits. The Group is not exposed to significant risks concerning individual customers or business partners. The Group’s policy for undertaking credit risks involves an ongoing credit assessment of all major customers. At December 31, 2011, the maximum credit risk considering the collateral provided was DKK 2,673.8 million (trade receivables less collateral + cash). Liquidity risk. It is group policy when raising loans to maximise flexibility by diversifying borrowing in respect of maturity/renegotiation dates and counterparties, with due consideration to costs. The Group’s cash reserves consist of cash, readily marketable shares in Vestas and Lerøy and undrawn credit facilities. The Group’s objective is to have sufficient cash resources to allow it to continue in an adequate manner to operate the business and to react to unforeseen fluctuations in its cash holdings. 2011 Breakdown of the group’s cash resources at December 31: Operating credit facility Drawn operating credits, see note 21 Cash and cash equivalents Financial investments Cash resources
3,056.3 (2,004.3) 541.3 328.5 1,921.8
2010 2,881.7 (1,457.0) 451.6 893.7 2,770.0
The Group’s credit facilities have mainly been raised with large Scandinavian banks, with whom the Group has had a longstanding relationship. Most operating credits can be terminated at short notice, with the exception of the DKK 800 million credit facility, which is interminable on the part of the bank until June 30, 2013, subject to compliance with covenants. The maturity profile of the Group’s interest-bearing debt is shown in note 21. Capital management Schouw & Co. gives priority to having a high equity ratio in order to ensure financial versatility. The company’s significant undrawn credit limits and its highly liquid portfolio of securities means that it has substantial cash resources. See the table above. The Group’s dividend policy normally calls for a pay-out ratio of 20–30%, although it may be less than 20% in years with a large positive value adjustment on the holding of Vestas shares, or it may by higher than 30% in years with large positive cash flows. Otherwise, the dividend declared will always take account of the Group’s plans for growth and its liquidity requirements.
All amounts in millions of Danish kroner.
57
Notes to the consolidated financial statements NOTE 32 - Operational leases and rent commitments
Due for payment within 1 year Due for payment within 1-5 years Due for payment after 5 years Total operational leases and rent commitments
2011 Property
Machinery
Ships
Cars
Total
31.8 52.6 11.5 95.9
8.2 6.8 3.1 18.1
81.1 199.9 171.8 452.8
10.5 14.7 0.0 25.2
131.6 274.0 186.4 592.0
2010
Due for payment within 1 year Due for payment within 1-5 years Due for payment after 5 years Total operational leases and rent commitments
Property
Machinery
Ships
Cars
Total
27.3 62.9 18.7 108.9
8.4 6.9 0.0 15.3
66.3 171.8 182.6 420.7
10.1 12.4 0.0 22.5
112.1 254.0 201.3 567.4
BioMar has signed long-term agreements for the lease of vessels incl. crew etc. (time charter). In the above table only services related to the right to use ships (bareboat) is included. An amount of DKK 126,2 million (2010: DKK 120.3 million) relating to operating leases has been recognised in the consolidated income statement for 2011. NOTE 33 - Contingent liabilities and collaterals Contingent liabilities The Schouw & Co. Group is currently a party to a small number of legal disputes. Management believes that the results of these legal disputes will not impact the Group’s financial position other than the receivables and liabilities that have been recognised in the balance sheet at December 31, 2011.
Collaterals The following assets have been provided as security to credit institutions:
2011
2010
Land and buildings with a carrying amount of Plant and machinery with a carrying amount of Current assets Other collaterals
709.3 264.0 297.7 20.2
716.3 713.9 331.1 25.0
The collateral set out above represents the Group’s debt to credit and mortgage-credit institutions of DKK 1,467,9 million (2010: DKK 1,064.1 million). The Group has provided collateral security for debt of DKK 969.2 million (2010: DKK 586.3 million) to credit institutions by way of shares in certain subsidiaries. The subsidiaries are recognised in the consolidated financial statements at net assets of DKK 1,494.9 million (2010: DKK 1,711.5 million). NOTE 34 - Related party transactions Under Danish legislation, Givesco A/S, Svinget 24, DK-7323 Give, members of the Board of Directors, the Management Board and senior management as well as their family members are considered to be related parties. Related parties also comprise companies in which the individuals mentioned above have material interests. Related parties also comprise subsidiaries and associates, see note 6 to the consolidated financial statements and note 5 to the parent company financial statements, in which Schouw & Co. has a controlling influence, as well as members of the Board of Directors, Management Board and senior management in those companies. Management remuneration and share option programmes are described in note 3. The Group has in 2011 granted Incuba A/S, an additional loan of DKK 2.8 million (2010: DKK 2.5 million) and received management fee of DKK 0.1 million (2010: 0.1 million). Other than as set out in note 3, there were no other related party transactions. Schouw & Co. has registered the following shareholders as holding more than 5% of the share capital: Givesco A/S (28.09%), Direktør Svend Hornsylds Legat (14.82%) and Aktieselskabet Schouw & Co. (7.88%). NOTE 35 - Events after the balance sheet date Schouw & Co. is not aware of events occurring after December 31, 2011, which are expected to have a material impact on the Group’s financial position or outlook. NOTE 36 - New accounting regulations A number of new or updated IAS/IFRS standards (IFRS 9–13, amendments to IFRS 7, amendments to IAS 1, 12, 19, 27 and 28, and improvements to IFRSs 2011 have been adopted and existing standards have been updated, which are not mandatory for Schouw & Co. in the presentation of the 2011 annual report. Schouw & Co. expects to implement the new financial reporting standards and interpretations when they become mandatory as per the IASB effective dates. The amendments are not expected to have any material impact on the financial reporting of Schouw & Co.
58
All amounts in millions of Danish kroner.
Income- and comprehensive statement January 1 - December 31 2011
2010
Note 1 2
4 2, 3 4
6 7
8
Revenue Cost of sales Gross profit Other operating income Administrative expenses Other operating expenses Operating profit (EBIT) Financial income Financial expenses Profit before tax Tax on profit for the year Profit for the year
Proposed allocation of profit Proposed dividend, DKK 4 per share (2010: DKK 3 per share) Retained earnings Profit for the year
Profit for the year Total recognised comprehensive income
18.4 (1.6) 16.8
0.9 (24.3) (0.3) (5.8)
0.1 (22.2) (0.2) (5.5)
360.4 (388.4) (33.8)
137.1 (393.7) (262.1)
1.6 (32.2)
9.7 (252.4)
102.0 (134.2) (32.2)
76.5 (328.9) (252.4)
1.2 (4.5) 0.8 (2.5)
1.5 (2.8) 0.3 (1.0)
(32.2) (34.7)
(252.4) (253.4)
All amounts in millions of Danish kroner.
59
Parent company
Comprehensive income Value adjustment of hedging instruments transferred to financials Value adjustment of hedging instruments recognised during the year Tax on other comprehensive income Other comprehensive income after tax
19.5 (1.6) 17.9
Balance sheet 路 Assets, Liabilities and equity at December 31 2011
2010
Land and buildings Investment properties Other fixtures, tools and equipment Assets under construction Property, plant and equipment
14.8 66.8 1.6 3.6 86.8
14.8 68.6 2.0 0.0 85.4
Equity investments in subsidiaries Equity investments in joint ventures Equity investments in associates Deferred tax Receivables from subsidiaries Securities Other non-current assets
2,971.3 20.6 39.9 11.9 284.0 2.3 3,330.0
3,213.6 23.3 62.4 10.7 85.4 2.3 3,397.7
Total non-current assets
3,416.8
3,483.1
24.6 11.3 0.3 36.2
117.4 8.1 0.0 125.5
3,453.0
3,608.6
2011
2010
Note
9 5 5 5 12 10 11
10 10 19
Receivables from subsidiaries Other receivables Income tax Total current assets Total assets
Note 13
Share capital Hedge transaction reserve Retained earnings Proposed dividend Total equity
14 15 16
15 15 15 17 18 19
255.0 (4.7) 2,608.5 102.0 2,960.8
255.0 (2.2) 2,795.0 76.5 3,124.3
Pensions and similar liabilities Credit institutions Other liabilities Non-current liabilities
23.7 78.5 19.0 121.2
24.0 83.6 19.0 126.6
Current portion of non-current debt Credit institutions Payables to subsidiaries Trade payables and other payables Joint taxation contribution Income tax Current liabilities
5.0 278.4 34.7 9.8 43.1 (0.0) 371.0
5.0 316.1 1.0 7.2 26.6 1.8 357.7
Total liabilities
492.2
484.3
3,453.0
3,608.6
Total liabilities and equity 21-24
Notes without reference
60
All amounts in millions of Danish kroner.
Cash flow statement January 1 - December 31 2011
2010
(33.8)
(262.1)
0.9 0.5 (0.2) (360.4) 388.4 (4.6)
0.9 1.0 (0.5) (137.1) 393.7 (4.1)
Changes in working capital Cash flows from operating activities
(1.3) (5.9)
4.6 0.5
Interest income received Interest expenses paid Cash flows from ordinary activities
10.3 (10.3) (5.9)
7.1 (7.9) (0.3)
15.6 9.7
1.4 1.1
Note
2
20
18-19
Profit before tax Adjustment for operating items of a non-cash nature, etc. Depreciation and impairment losses Other operating items, net Provisions Financial income Financial expenses Cash flows from operating activities before changes in working capital
Joint taxation contribution received and net tax paid Cash flows from operating activities
Debt financing: Repayment of non-current liabilities Increase (repayment) of debt to credit institutions Increase (repayment) of intra-group balances Shareholders: Dividend paid Purchase / sale of treasury shares ect. Cash flows from financing activities Cash flows for the year Cash and cash equivalents at January 1 Cash and cash equivalents at December 31
(4.4) 2.9 (110.5) 0.0 350.0 0.0 (2.8) 235.2
(0.1) 0.4 (10.5) 5.1 130.0 0.1 (2.5) 122.5
(5.1) (37.7) (72.0)
(5.1) 128.0 (25.5)
(70.8) (59.3) (244.9)
(74.7) (146.4) (123.7)
0.0 0.0 0.0
(0.1) 0.1 0.0
All amounts in millions of Danish kroner.
61
Parent company
Purchase of property, plant and equipment Sale of property, plant and equipment Capital increase in subsidaries and joint ventures Received liquidation proceeds Dividend from subsidiaries Sale of securities Loans to associate Cash flows from investing activities
Equity statement Share capital
Equity at January 1, 2010
Hedge transaction reserve
Retained earnings
Proposed dividend
Total equity
3,267.4
76.5
3,597.7
255.0
(1.2)
Other comprehensive income for 2010 Hedging instruments transferred to financials Value adjustment of hedging instruments Tax on other comprehensive income Profit for the year Total recognised comprehensive income
0.0 0.0 0.0 0.0 0.0
1.5 (2.8) 0.3 0.0 (1.0)
0.0 0.0 0.0 (328.9) (328.9)
0.0 0.0 0.0 76.5 76.5
1.5 (2.8) 0.3 (252.4) (253.4)
Transactions with the owners Share-based payment, net Dividend distributed Treasury shares sold Treasury shares bought Transactions with the owners for the period
0.0 0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0 0.0
4.8 1.8 3.5 (153.6) (143.5)
0.0 (76.5) 0.0 0.0 (76.5)
4.8 (74.7) 3.5 (153.6) (220.0)
255.0
(2.2)
2,795.0
76.5
0.0 0.0
1.2 (4.5)
0.0 0.0
0.0 0.0
Equity at December 31, 2010 Other comprehensive income for 2011 Hedging instruments transferred to financials Value adjustment of hedging instruments
3,124.3
1.2 (4.5)
Tax on other comprehensive income
0.0
0.8
0.0
0.0
0.8
Profit for the year Total recognised comprehensive income
0.0 0.0
0.0 (2.5)
(134.2) (134.2)
102.0 102.0
(32.2) (34.7)
Transactions with the owners Share-based payment, net Dividend distributed Treasury shares sold Treasury shares bought Transactions with the owners for the period
0.0 0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0 0.0
5.2 5.7 13.0 (76.2) (52.3)
0.0 (76.5) 0.0 0.0 (76.5)
5.2 (70.8) 13.0 (76.2) (128.8)
255.0
(4.7)
Equity at December 31, 2011
2,608.5
102.0
2,960.8
Hedge transaction reserve The hedge transaction reserve contains the accumulated net change in the fair value of hedging transactions that meet the criteria for hedging future cash flows and for which the hedged transaction has yet to be realised.
62
All amounts in millions of Danish kroner.
Notes to the parent company financial statements NOTE 1 - Revenue
2011
2010
Management fee Rental income etc. Total revenue
4.6 14.9 19.5
3.7 14.7 18.4
(2.1) (11.7) (0.1) (0.9) (1.3) (16.1)
(1.9) (10.5) (0.1) (0.8) (1.1) (14.4)
NOTE 2 - Costs Staff costs Remuneration to the Board of Directors of Schouw & Co. Wages and salaries Other social security costs Defined contribution pension plans Share-based payment Total staff costs
More information on salaries, pensions and share-based payment to the Management Board of Schouw & Co. is provided in note 3 to the consolidated financial statements. Staff costs including share-based payment are recognised under administrative expenses. Average number of employees
11
10
Share option program Details of the share option plan are provided in note 3 to the consolidated financial statements.
Depreciation/amortisation and impairment Depreciation of property, plant and equipment Impairment of property, plant and equipment Total depreciation/amortisation and impairment
(0.9) 0.0 (0.9)
(0.8) (0.1) (0.9)
Depreciation/amortisation and impairment are recognised in the income statement as follows: Production Administration Total depreciation/amortisation and impairment
(0.2) (0.7) (0.9)
(0.2) (0.7) (0.9)
(0.3) (0.1) (0.1) (0.2) (0.7)
(0.3) (0.1) (0.2) (0.2) (0.8)
Gains on the disposal of property, plant and equipment Total other operating income
0.9 0.9
0.1 0.1
Losses on the disposal of property, plant and equipment Total other operating expenses
(0.3) (0.3)
(0.2) (0.2)
Parent company
Employee shares In 2011, Schouw & Co. allocated 1.096 of its treasury shares for employee share schemes. Employee shares are granted on the basis of a performancedriven model. If the conditions are met, the employees receive a variable number of shares at no consideration equivalent to the estimated performance value. The condition was met for the 2011 financial year and employees have obtained a right to receive shares at a value of DKK 65 thousand (2010: DKK 40 thousand), which amount is expensed in the income statement for 2011. The shares are held in blocked accounts until the end of the seventh calendar year following grant.
NOTE 3 - F ees to the auditor appointed by the general meeting Audit fees, KPMG Non-audit fees, KPMG Fees for tax- and VAT-related services, KPMG Fees for other services, KPMG Total fees, KPMG
NOTE 4 - Other operating income and expenses
All amounts in millions of Danish kroner.
63
Notes to the parent company financial statements 2011
NOTE 5 - Investements Subsidiaries
Joint ventures
Associates
Total
Cost at January 1 Capital contributions made during the year Cost at December 31
4,049.5 100.0 4,149.5
44.5 10.5 55.0
66.5 0.0 66.5
4,160.5 110.5 4,271.0
Impairment at January 1 Impairment Impairment at December 31
(835.9) (342.3) (1,178.2)
(21.2) (13.2) (34.4)
(4.1) (22.5) (26.6)
(861.2) (378.0) (1,239.2)
Carrying amount at December 31
2,971.3
20.6
39.9
3,031.8
2010
Cost at January 1 Capital contributions made during the year Disposals during the year Cost at December 31 Impairment at January 1 Impairment Disposals during the year Impairment at December 31 Carrying amount at December 31
Company BioMar Group A/S Fibertex Nonwovens A/S Fibertex Personal Care A/S Martin Professional A/S P. Grene A/S Hydra-Grene A/S Schouw & Co. Finans A/S Xergi A/S Incuba A/S
Subsidiaries
Joint ventures
Associates
Total
2,810.8 1,258.9 (20.2) 4,049.5
44.5 0.0 0.0 44.5
66.5 0.0 0.0 66.5
2,921.8 1,258.9 (20.2) 4,160.5
(465.7) (385.1) 14.9 (835.9)
(21.2) 0.0 0.0 (21.2)
(4.1) 0.0 0.0 (4.1)
(491.0) (385.1) 14.9 (861.2)
3,213.6
23.3
62.4
3,299.3
Classified as
Registered office
interest 2011
Ownership interest 2010
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Joint venture Associate
Aarhus Aalborg Aalborg Aarhus Skjern Skjern Aarhus Støvring Aarhus
100% 100% 100% 100% 100% 100% 100% 50% 49.02%
100% 100% 100% 100% 100% 100% 100% 50% 49.02%
Ownership
Schouw & Co. has tested the investment for impairment, which resulted in a total write-down of DKK 378.0 million. The value of Schouw & Co. Finans has been written down by DKK 342.3 million as a result of the depreciation of the holding of Vestas shares. The value of Xergi has been written down by DKK 13.2 million and the value of Incuba A/S has been written down by DKK 22.5 million.
2011
N OTE 6 - Financial income
Interest income, etc. Interest income from subsidiaries Foreign exchange gains Dividends from subsidiaries Total financial income
Loans and receivables
Non-financial assets or liabilities
Financial liabilities measured at amortized costs
Total
0.9 9.4 0.0 0.0 10.3
0.0 0.0 0.0 350.0 350.0
0.0 0.0 0.1 0.0 0.1
0.9 9.4 0.1 350.0 360.4
2010
Interest income, etc. Interest income from subsidiaries Dividends from subsidiaries Total financial income
64
All amounts in millions of Danish kroner.
Loans and receivables
Non-financial assets or liabilities
Financial liabilities measured at amortized costs
Total
0.4 6.6 0.0 7.0
0.1 0.0 130.0 130.1
0.0 0.0 0.0 0.0
0.5 6.6 130.0 137.1
Notes to the parent company financial statements 2011
NOTE 7 - Financial expenses Financial liabilities measured at amortized costs
Write-down on investments in subsidaries Write-down on investments in associates Interest expenses, etc. Total financial expenses
0.0 0.0 (10.4) (10.4)
Non-financial assets or liabilities
(355.5) (22.5) 0.0 (378.0)
Total
(355.5) (22.5) (10.4) (388.4)
2010 Financial liabilities measured at amortized costs
Write-down on investments in subsidaries Interest expenses, etc. Interest expenses to subsidiaries Foreign exchange loss Total financial expenses
0.0 (8.2) (0.1) (0.3) (8.6)
Non-financial assets or liabilities
Total
(385.1) 0.0 0.0 0.0 (385.1)
(385.1) (8.2) (0.1) (0.3) (393.7)
2011
2010
Tax for the year is composed as follows Tax on the profit for the year Tax on other comprehensive income Tax in total
1.6 0.8 2.4
9.7 0.3 10.0
Tax on the profit for the year has been calculated as follows Current tax Deferred tax Tax recognised in the income statement in total
0.4 1.2 1.6
0.6 9.1 9.7
Specification of the tax on the profit for the year Calculated 25% tax of the profit for the year Tax effect of non-taxable income Tax effect of adjustment of prior-year tax charge Tax recognised in the income statement in total
8.4 (6.8) 0.0 1.6
65.5 (64.0) 8.2 9.7
Effective tax rate
4.7%
The write-down in 2011 and 2010 see note 5.
NOTE 8 - Tax on the profit for the year
Parent company
3.7%
Non-taxable income and non-deductible expenses relate primarily to non-deductible write-downs of subsidiaries and non-taxable dividend from subsidiaries. Tax included in other comprehensive income Value adjustment of hedging instruments transferred to financials Tax on value adjustment of hedging instruments transferred to the income statement Value adjustment of hedging instruments transferred to the income statement after tax
1.2 (0.3) 0.9
1.5 (0.4) 1.1
Value adjustment of hedging instruments for the year before tax Tax on value adjustment of hedging instruments for the year Value adjustment of hedging instruments for the year after tax
(4.5) 1.1 (3.4)
(2.8) 0.7 (2.1)
All amounts in millions of Danish kroner.
65
Notes to the parent company financial statements 2011
NOTE 9 - Property, plant and equipment Land and buildings
Investmentproperties
Other fixtures, tools and equipment
Assets under construction
Total
Cost at January 1, 2011 Additions Disposals Cost at December 31, 2011
17.6 0.0 0.0 17.6
97.5 0.0 (2.1) 95.4
6.5 0.8 (1.4) 5.9
0.0 3.6 0.0 3.6
121.6 4.4 (3.5) 122.5
Depreciation and impairment at January 1, 2011 Depreciation Impairment Depreciation of disposed assets Depreciation and impairment at December 31, 2011
(2.8) 0.0 0.0 0.0 (2.8)
(28.9) (0.2) 0.0 0.5 (28.6)
(4.5) (0.7) 0.0 0.9 (4.3)
0.0 0.0 0.0 0.0 0.0
(36.2) (0.9) 0.0 1.4 (35.7)
Carrying amount at December 31, 2011
14.8
66.8
1.6
3.6
86.8
25 years
20 years
Depreciated over
3-8 years 2010 Other fixtures, tools and equipment
Land and buildings
Investmentproperties
Cost at January 1, 2010 Additions Disposals Cost at December 31, 2010
17.6 0.0 0.0 17.6
97.5 0.0 0.0 97.5
7.2 0.1 (0.8) 6.5
0.0 0.0 0.0 0.0
122.3 0.1 (0.8) 121.6
Depreciation and impairment at January 1, 2010 Depreciation Impairment Depreciation of disposed assets Depreciation and impairment at December 31, 2010
(2.8) 0.0 0.0 0.0 (2.8)
(28.7) (0.2) 0.0 0.0 (28.9)
(4.1) (0.6) (0.1) 0.3 (4.5)
0.0 0.0 0.0 0.0 0.0
(35.6) (0.8) (0.1) 0.3 (36.2)
Carrying amount at december 31, 2010
14.8
68.6
2.0
0.0
85.4
25 years
20 years
Depreciated over
Assets under construction
Total
3-8 years
Schouw & Co. owns the following two properties in Denmark: Chr. Filtenborgs Plads 1, Aarhus, the Group’s head office; Hovmarken 8, Lystrup, which has been recognised as an investment property since the 2006 divestment of Elopak Denmark A/S. The property at Sadelmagervej 24, Vejle, which was recognised as an investment property, was sold in 2011 at an accounting gain of DKK 0.8 million. The lease for the Hovmarken 8 investment property was renegotiated in connection with an extension of the property. Effective from January 1, 2014, the annual rent will amount to approximately DKK 13.0 million, and the operating costs will amount to DKK 1.4 million. Capitalisation of the net rental income at a discount factor of 7.5% p.a. indicates a fair value of the investment property of approximately DKK 160 million. The discount factor has been determined as the average bond yield (15–25 year maturities) plus a risk premium of 3.4 percentage points. The property was recognised at DKK 70.4 million at December 31, 2011. 2011
2010
Receivables from subsidiaries Other receivables Accruals and deferred income Receivables in total
308.6 11.1 0.2 319.9
202.8 8.0 0.1 210.9
Breakdown of receivables: Non-current Current Receivables in total
284.0 35.9 319.9
85.4 125.5 210.9
N OTE 10 - Receivables
The company recognised no impairment charges on receivables during the financial year For receivables falling due within one year after the end of the financial year, the nominal value is assessed to correspond to the fair value.
66
All amounts in millions of Danish kroner.
Notes to the parent company financial statements 2011
NOTE 11 - Securities
2010
Cost at January 1 Additions Reclassification Disposals Cost at December 31
2.3 0.0 0.0 0.0 2.3
315.8 0.0 0.0 (313.5) 2.3
Adjustments at January 1 Reclassification Disposals on divestment Adjustments of the year recognised in the income statement Adjustments at December 31
0.0 0.0 0.0 0.0 0.0
945.0 0.0 (945.0) 0.0 0.0
Carrying amount at December 31
2.3
2.3
The holding of shares in Vestas Wind Systems was transferred as a non-cash contribution to Schouw & Co. Finans at the beginning of 2010. Other securities are 足recognised in the balance sheet under long-term securities.
NOTE 12 - Deferred tax (10.7) (1.2) (11.9)
(1.6) (9.1) (10.7)
Deferred tax pertains to: Property, plant and equipment Other liabilities Tax losses Net deferred tax at December 31
4.4 (9.0) (7.3) (11.9)
4.7 (10.0) (5.4) (10.7)
Parent company
Deferred tax at January 1 Deferred tax for the year recognised in profit for the year Net deferred tax at December 31
There are no deferred tax assets or liabilities that have not been recognised in the balance sheet. 2011
Changes in deferred tax Balance at Jan. 1
Property, plant and equipment Other liabilities Tax losses Total change in deferred tax
Recognised in profit for the year
4.7 (10.0) (5.4) (10.7)
(0.3) 1.0 (1.9) (1.2)
Balance at Dec. 31
4.4 (9.0) (7.3) (11.9)
2010 Balance at Jan. 1
Property, plant and equipment Other liabilities Tax losses Total change in deferred tax
Recognised in profit for the year
5.2 (3.2) (3.6) (1.6)
(0.5) (6.8) (1.8) (9.1)
Balance at Dec. 31
4.7 (10.0) (5.4) (10.7)
All amounts in millions of Danish kroner.
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Notes to the parent company financial statements NOTE 13 - Share capital The share capital consists of 25,500,000 shares with a nominal value of DKK 10 each. All shares rank equally. The share capital is fully paid. The share capital has in 2009 been reduced by 2,500,000 shares in connection with the decision of a capital decrease. In 2008 share capital was increased by 12,470,000 shares in connection with a bonus share issue and 3,060,000 shares in connection with the merger of BioMar Holding and Schouw & Co. Number of shares
Nominal value
January 1, 2010 Bought Group employee share scheme December 31, 2010
354,638 1,305,440 (36,803) 1,623,275
3,546,380 13,054,400 (368,030) 16,232,750
33.9 153.6 (3.2) 184.3
1.39% 5.12% -0.14% 6.37%
Bought Group employee share scheme Share option programme December 31, 2011
536,750 (53,662) (98,000) 2,008,363
5,367,500 (536,620) (980,000) 20,083,630
76.2 (5.1) (9.2) 246.2
2.10% -0.21% -0.38% 7.88%
Treasury shares
Cost
Percentage of share capital
In 2011, Schouw & Co. sold treasury shares worth DKK 5.8 million in settlement of the Group’s employee share scheme. In 2011, Schouw & Co. sold treasury shares worth DKK 7.1 million in settlement of the Group’s share option programme. Schouw & Co. acquired treasury shares worth DKK 76.2 million in 2011. Schouw & Co. has been authorised by the shareholders in general meeting to acquire up to 5,100,000 treasury shares, equal to 20.0% of the share capital. The authorisation is valid until the company’s next annual general meeting, at which time a proposal will be made to renew it. The company acquires treasury shares for allocation to the Group’s employee share schemes and share option programmes. At December 31, 2011, the holding of treasury shares had a market value of DKK 185.8 million (2010: DKK 216.7 million)
NOTE 14 - Pensions and similar liabilities It is company policy to fund all pension liabilities, so as predominantly to avoid defined benefit plans. The pension liability was assumed by Schouw & Co. in connection with the merger with BioMar Holding. 2011 Changes in recognised liability: Net liability at January 1 Paid out Paid in Net liability at December 31
24.0 (0.7) 0.4 23.7
2010 24.5 (0.5) 0.0 24.0
The pension obligation was calculated at DKK 23.7 million at December 31, 2011. The entire amount relates to that company’s liability to fund supplementary pensions under the previous practise of the KFK pension funds. The entire obligation is related to people who were on the labour market at September 30, 2002 and who transfered to employment with the consortium that took over the divested grain and feed operations (the former KFK). Some uncertainty applies as to the amount of the pension obligation. Accordingly, final funding of this liability may impact future financial results in a positive or negative direction. Amounts recognised in the consolidated income statement in respect of defined contribution plans and defined benefit plans are shown in note 3 to the consolidated financial statements.
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All amounts in millions of Danish kroner.
Notes to the parent company financial statements NOTE 15 - Interest-bearing debt
2011
2010
Debt recognised in the balance sheet: Credit institutions (non-current) Other liabilities (non-current) Current portion of non-current liabilities Credit institutions (current) Payables to subsidiaries (current) Interest bearing debt in total
78.5 15.7 5.0 278.4 34.7 412.3
83.6 15.7 5.0 316.1 1.0 421.4
Fair value
412.7
421.3
Payment
Interest-bearing debt maturity profile Overdraft facilities without planned repayment Less than 1 year 1-5 years More than 5 years Total
Rate of interest
Carrying amount
2011
2010
2011
2010
2011
2010
313.0 7.6 45.1 65.3 431.0
317.1 7.5 45.3 70.6 440.5
0.0 2.6 8.2 7.9 18.7
0.0 2.5 8.5 8.1 19.1
313.0 5.0 36.9 57.4 412.3
317.1 5.0 36.8 62.5 421.4
On variable rate debt, the used rate of interest is the spot rate. Weighted average effective rate of interest of the year was 2.7% (2010: 2.5%) Weighted average effective rate of interest on the balance sheet date was 2.4% (2010: 2.4%) Distribution of interest-bearing debt by currency: DKK 54%, EUR 46% (2010: DKK 40%, EUR 60%).
Parent company
Interest rate risk The parent company hedges parts of the interest rate risk on its debt subject to a case-by-case assessment. Such assessments include, in addition to expectations for interest rate developments, the amount of the total floating rate debt relative to equity. Hedging normally consists of interest rate swaps and rate caps. 2011 Fixed rate debt
Interest bearing debt Hedging Net exposure
15.7 49.9 65.6
Variable rate debt
396.6 (49.9) 346.7
2010 Total
Fixed rate debt
412.3 0.0 412.3
15.6 50.0 65.6
Variable rate debt
405.8 (50.0) 355.8
Total
421.4 0.0 421.4
An increase in interest rates of 1% would cause the annual interest expense to rise by about DKK 2.6 million after tax (2010: DKK 2.7 million). An increase in interest rates of 1% would cause equity to rise by DKK 2.6 million after tax (2010: DKK 2.9 million). The fair value of the interest rate swap has been calculated using generally accepted valuation techniques on the basis of observable data (level 2). The interest rate has a term to maturity of 7.5 years. Fixed rate debt includes only items, for which the rate of interest will not be reset within the next year.
N OTE 16 - Other liabilities Deposits (non interest-bearing) Corporate bonds (interest-bearing) Other liabilities in total
2011
2010
3.3 15.7 19.0
3.3 15.7 19.0
0.7 9.1 9.8
0.8 6.4 7.2
26.6 1.6 (3.5) 18.4 43.1
32.0 (0.2) (5.7) 0.5 26.6
N OTE 17 - Trade payables and other payables Trade payables Other payables Trade payables and other payables in total
NOTE 18 - Joint taxation contribution Joint taxation contribution at January 1 Prior-year adjustments Current tax for the year Joint taxation contribution received/paid Joint taxation contribution in total
All amounts in millions of Danish kroner.
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Notes to the parent company financial statements 2011
NOTE 19 - Income tax payable
2010
Income tax at January 1 Prior-year adjustments Current tax for the year recognised in the income statement Current tax for the year recognised in equity Current tax for the year from jointly taxed companies Tax received/paid Income tax in total
1.8 (1.6) (0.4) (0.8) 3.5 (2.8) (0.3)
(4.1) 0.0 (0.4) (0.3) 5.7 0.9 1.8
Which is distributed as follows: Income tax receivable Income tax payable Income tax in total
(0.3) (0.0) (0.3)
0.0 1.8 1.8
(0.6) (0.7) (1.3)
7.7 (3.1) 4.6
NOTE 20 - Changes in working capital Change in receivables Change in trade payables and other payables Changes in working capital in total
N OTE 21 - Financial risks The parent company’s risk management policy ”Due to the nature of its operations, investments and financing, the parent company is exposed primarily to changes in the level of interest rates. Interest rate risks are described in greater detail in note 15. The parent company’s financial management exclusively involves the management of financial risk relating to its operating and investment activities. Currency risk The parent company’s foreign exchange risks involve foreign businesses of subsidiaries. The parent company does not hedge these investments. The parent company also has limited exposure to foreign exchange risk relating to EUR-denominated net debt. Considering the relatively small fluctuations in the DKK/EUR exchange rate, however, this is considered to be a limited risk. The parent company’s foreign exchange risks recognised in the balance sheet at December 31, 2011 Currency
EUR/DKK
Net position before hedging 1)
Hedged by financial instruments
Net position after hedging
81.5
0.0
81.5
The parent company’s foreign exchange risks recognised in the balance sheet at December 31, 2010 Currency
EUR/DKK
Net position before hedging 1)
Hedged by financial instruments
Net position after hedging
140.7
0.0
140.7
Likely change in exchange rate 2)
0.2%
Likely change in exchange rate 2)
0.1%
1) Positive net positions mean debt, negative net positions means receivables. 2) Increase in per cent in the currency exchange rate. 3) A decrease in the currency exchange rate would reverse the sign. Credit risk Parent company credit risk relates primarily to receivables from affiliated companies and secondarily to cash deposits.
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All amounts in millions of Danish kroner.
Effect on profit for the year 3)
0.2
Effect on profit for the year 3)
0.1
Notes to the parent company financial statements NOTE 21 - Financial risks (continued) Liquidity risks To ensure that the company always has the necessary cash resources to capitalise on opportunities for investments that may arise and to be able to settle obligations agreed, the company has entered into several agreements with recognised financial institutions, under which they provide credit lines to Schouw & Co. It is company policy to diversify borrowings on short term drawing facilities and long-term loans from an assessment of its current leverage as well as an assessment of the current and expected future interest rate level. The company’s cash resources consist of cash, short-term receivables from affiliated companies and undrawn credit facilities. 2011 2010 The parent company’s cash resources at December 31 were composed as follows Operating credit facility 856.8 856.8 Drawn operating credits, see note 15 (278.4) (316.1) Cash resources 578.4 540.7 Other receivables / debt to group companies: Receivables from group companies Current liabilities to group companies Net receivables (debt)
24.6 (34.7) (10.1)
117.4 (1.0) 116.4
0.4 0.5 0.0 0.9
0.2 0.3 0.0 0.5
Operating credits can be terminated at short notice. The maturity profile of the parent company’s interest-bearing financial liabilities is shown in note 15.
NOTE 22 - Operational leases
Parent company
Operating leases: Due for payment within 1 year Due for payment within 1-5 years Due for payment after 5 years Operating leases in total
An amount of DKK 0.3 million (2010: DKK 0.0 million) relating to operating leases has been recognised in the income statement for 2011. The parent company has only signed leases on cars.
NOTE 23 - Contingent liabilities and guarantees Contingent liabilities The parent company is management company for the jointly-taxed Danish subsidiaries. Guarantees The following assets have been provided as security to credit institutions: Land and buildings with a carrying amount of DKK 85.2 million (2010: DKK 81.8 million) Bail for affiliate mortgage loans represents DKK 11.4 million (2010: DKK 12.3 million)
NOTE 24 - Related party transactions Related parties are described in note 34 to the consolidated financial statements.
.
Board of directors, management and employees Management remuneration and share option programmes are described in note 3 to the consolidated financial statement. Subsidaries and associates 2011 Specification of the parent company's reated party transactions: The parent company has during the year received a management fee of The parent company has at December 31, a receivable of Parent company debt at December 31, is The parent company has during the year received dividends of
2010
Subsidiaries
Associates
Subsidiaries
Associates
4.5 308.7 34.7 350.0
0.1 10.5 0.0 0.0
3.6 202.8 1.0 130.0
0.1 7.7 0.0 0.0
Other than as set out above, no transactions were made during the year with members of the Board of Directors, Management Board, senior management, major shareholders or any other related parties.
All amounts in millions of Danish kroner.
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Accounting policies The annual report for the year ended December 31, 2011 has been prepared in accordance with the International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for annual reports of listed companies. The annual report also complies with the International Financial Reporting Standards (IFRS) issued by IASB. Apart from as set out below, the accounting policies are unchanged from the policies applied last year. Effective from January 1, 2011, Schouw & Co. implemented amendments to IAS 24 “Related party disclosures”, IAS 32 “Financial instruments: Presentation”, ”Improvements to IFRS May 2010” and implemented IFRIC 19. The implementation did not affect recognition or measurement. The annual report is presented in Danish kroner. BASIS OF PRESENTATION Consolidated financial statements The financial statements of the Group consolidate the financial statements of Schouw & Co. and subsidiaries controlled by Schouw & Co. Control is achieved by directly or indirectly holding or having the disposal of more than 50% of the voting rights or otherwise exercising a controlling influence over the relevant enterprise. Enterprises in which the Group exercises significant influence but not control are classified as associates. Significant influence is generally achieved by directly or indirectly holding or having the disposal of more than 20%, but less than 50%, of the voting rights. In the determination of whether Schouw & Co. has control or a significant influence, potential voting rights exercisable at the balance sheet date are included. Schouw & Co. has joint ventures in which it holds 50% of the shares and in which management is a joint responsibility. These businesses are consolidated on a pro-rata basis The consolidated financial statements have been prepared by aggregating the financial statements of the parent company and the individual subsidiaries and joint ventures prepared in accordance with the Group’s accounting policies. Intra-group income and expenses, shareholdings, intra-group balances and dividends and realised and unrealised gains and losses on transactions between the consolidated companies are eliminated. Unrealised gains on transactions with associates are eliminated in proportion to the Group’s share of the enterprise. Unrealised losses are eliminated in the same way as unrealised gains, to the extent that no impairment has occurred.
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Business combinations Newly acquired or newly established companies are recognised in the consolidated financial statements from the date of acquisition. Companies divested or wound up are consolidated in the income statement until the date they are divested or wound up. Comparative figures are not adjusted to reflect acquisitions or divestments. Discontinued operations are presented as a separate item. See below. The purchase method is applied on acquisitions if the parent company gains control of the company acquired. Assets, liabilities and contingent liabilities in companies acquired are measured at their fair value at the date of acquisition. Intangible assets are recognised if they can be separated or if they arise from a contractual right and the fair value can be reliably measured. Deferred tax on revaluations made is recognised. For business combinations, any excess of the consideration paid for the business over the fair value of the acquired assets, liabilities and contingent liabilities is recognised as goodwill under intangible assets. In the event of uncertainty regarding measurement, goodwill may be adjusted until 12 months after the acquisition. Goodwill is not amortised, but is tested for impairment annually. The first impairment test is performed before the end of the year of acquisition. On acquisition, goodwill is transferred to the cash-generating units which will subsequently form the basis for future impairment tests. On initial recognition, minority interests are either recognised at their fair value or at their pro-rate share of the fair value of the acquired company’s identifiable assets, liabilities and contingent liabilities. Accordingly, for the former option, goodwill is recognised relating to minority interests of the acquired business, while for the latter option, goodwill relating to minority interests is not recognised. The measurement of minority interests is determined on a case-by-case basis and disclosed in the presentation of acquired businesses in the notes to the financial statements. Foreign currency translation A functional currency is determined for each of the reporting enterprises of the Group. The functional currency is the currency in the primary economic environment in which the reporting entity operates. Transactions in currencies other than the functional currency are transactions in foreign currencies. On initial recognition, transactions denominated in foreign currency are translated at the exchange rate ruling on the transaction date. Exchange differences arising between the exchange rate at the
transaction date and the exchange rate at the date of actual payment are recognised in the income statement under financial income or financial expenses. Receivables, payables and other monetary items denominated in foreign currency are translated at the exchange rates ruling at the balance sheet date. The difference between the exchange rate ruling at the balance sheet date and the exchange rate ruling at the date when the receivable or payable arose or the exchange rate applied in the most recent annual report is recognised in the income statement under financial income or financial expenses. On consolidation of enterprises with functional currencies other than Danish kroner, the income statements are translated at the exchange rates ruling at the transaction date and the balance sheets are translated at the exchange rates ruling at the balance sheet date. The average exchange rate for each individual month is used as the transaction date exchange rate. Exchange differences arising on the translation of the opening equity of such enterprises at the exchange rates ruling at the balance sheet date and on the translation of the income statements from the exchange rates ruling at the transaction date to the exchange rates ruling at the balance sheet date are recognised in other comprehensive income in the exchange adjustment reserve under equity. Foreign exchange adjustment of balances that are considered as part of the overall net investment in enterprises with functional currencies other than Danish kroner, are recognised directly in other comprehensive income in the exchange adjustment reserve under equity. Similarly, exchange gains and losses on the part of loans and derivative financial instruments effectively hedging the net investment in such enterprises are recognised in other comprehensive income in the exchange adjustment reserve under equity. On consolidation of associates with functional currencies other than Danish kroner, the pro-rata share of the results is translated at the exchange rates ruling at the transaction date, and the share of equity including goodwill is translated at the exchange rates ruling at the balance sheet date. Exchange differences arising on the translation of the share of the opening equity of foreign associates at exchange rates ruling at the balance sheet date and on the translation of the share of the results for the year from average exchange rates to the exchange rates ruling at the balance sheet date are recognised in other comprehensive income in the exchange adjustment reserve under equity. Derivative financial instruments Derivative financial instruments are meas-
ured at fair value and recognised in the balance sheet under other receivables or other payables, respectively. The fair value of derivative financial instruments is calculated on the basis of current market data and recognised valuation methods. Changes in the fair value of derivative financial instruments that effectively hedge the fair value of a recognised asset or a recognised liability are recognised in the income statement together with any changes in the value of the hedged asset or hedged liability. Hedging of future cash flows under agreements are treated as hedging of the fair value of a recognised asset or a recognised liability. Changes in the part of the fair value of derivative financial instruments effectively hedging future cash flows are recognised in other comprehensive income in the reserve for hedging transactions under equity. On realisation of the hedged transaction, any gains or losses relating to such hedge transactions are transferred from other comprehensive income and recognised in the same item as the hedged item. Changes in the fair value of derivative financial instruments effectively hedging net investments in foreign subsidiaries or associates are recognised in other comprehensive income in the exchange adjustment reserve under equity. For derivative financial instruments that do not qualify for hedge accounting, changes in fair value are recognised as interest income or expenses and similar items in the income statement as they occur. INCOME STATEMENT Revenue Revenue from the sale of goods for resale and finished goods is recognised in the income statement if transfer of risk to the buyer has taken place before year-end and if the income can be reliably measured. Revenue is measured excluding VAT and other taxes and duties charged on behalf of third parties. All discounts granted are deducted from revenue. Construction contracts involving plant that is to a large degree individually designed are included in revenue in proportion to the work completed, so that revenue is matched with the sales value of the work carried out during the year (the percentage of completion method). Cost of sales Cost of sales comprises costs defrayed to achieve the year’s revenue. The trading companies recognise the cost of goods sold and manufacturing companies recognise production costs corresponding to the year’s revenue, including direct and indirect costs for raw materials and consumables,
wages and salaries, rent and leasing, amortisation and impairment of intangible assets, depreciation and impairment of production equipment and impairment of inventory. Cost of sales also includes anticipated losses on construction contracts and operating costs relating to investment property. Cost of sales also includes research costs and product development costs that do not meet the criteria for capitalisation, as well as amortisation and impairment of capitalised product development costs. Distribution costs Distribution costs include costs incurred for distribution of goods sold and for sales campaigns, etc. during the year. This includes the cost of sales and logistics staff, advertising and exhibition costs, as well as depreciation/ amortisation and impairment. Administrative expenses Administrative expenses comprise expenses incurred during the year for management and administration, including expenses for administrative staff, office premises and office expenses, and depreciation and impairment. Administrative expenses also comprise write-downs on receivables. Impairment of goodwill Impairment of goodwill includes impairment of goodwill occurring in the parent company, subsidiaries or joint ventures. Other operating income and expenses Other operating income and expenses comprise items of a secondary nature relative to the companies’ activities, including gains and losses on replacement of intangible assets and property, plant and equipment. Gains and losses on the disposal of intangible assets and property, plant and equipment are computed as the difference between the selling price and the carrying amount at the date of disposal. Government grants include grants and funding of development work and grants for investments, etc. Grants for research and development costs recognised directly in the income statement are included in other operating income. Investment grants in the form of certain tax-privileged schemes in individual countries are recognised in the balance sheet under receivables and under accruals and deferred income. Grants are recognised in the income statement under other operating income as the underlying investments are depreciated. The receivable is reduced as the grant is received and the accruals and deferred income item is reduced as the grant is recognised in the income statement.
Profit/loss after tax in associates in the consolidated financial statements The proportionate share of the profit or loss from associates after tax and minority interests and after elimination of the proportionate share of intra-group gains or losses after impairment of goodwill in associates is recognised in the consolidated income statement. Profit /loss from divestment of equity investments in the consolidated financial statements Any gains or losses on the disposal of subsidiaries and associates are stated as the difference between the sales sum or the proceeds from the winding-up and the carrying amount of net assets, including goodwill, at the date of disposal and expenses for selling or winding-up. On the disposal of foreign wholly owned subsidiaries, foreign exchange adjustments accumulated in equity through other comprehensive income and which are attributable to the unit from the exchange adjustment reserve are reclassified to the income statement and recognised together with any gains or losses from the disposal. On the divestment of a company, the profit/loss is recognised under profit/ loss from the divestment of equity investments if the company sold does not represent an independent reporting segment or if its revenue, profit/loss or assets represent less than 10% of consolidated revenue, consolidated profit/loss or consolidated assets. Profit from the sale of other companies is recognised in profit from discontinued operations. See separate section on the presentation of discontinued operations. Financial income and expenses Financial income and financial expenses comprise interest, capital gains and losses as well as dividends and impairment losses on securities, payables and transactions in foreign currencies, amortisation of financial assets and liabilities as well as extra payments and repayment under the on-account taxation scheme, etc. Furthermore, realised and unrealised gains and losses on derivative financial instruments that do not qualify as hedge accounting are recognised. Financial expenses relating to the construction of non-current assets are recognised as part of the cost of the asset. Dividend from investments in subsidiaries, joint ventures and associates is recognised in the parent company’s income statement in the financial year in which the dividend is declared. Tax on profit for the year Schouw & Co. is taxed jointly with all its
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Accounting policies Danish subsidiaries. The current Danish income tax liability is allocated among the companies of the tax pool in proportion to their taxable income. Companies utilising tax losses in other companies pay joint taxation contributions to the parent company equal to the tax value of the utilised losses, while companies whose tax losses are utilised by other companies receive joint taxation contributions from the parent company equal to the tax value of the utilised losses (full allocation). The jointly taxed companies pay tax under the Danish on-account tax scheme. Tax for the year, consisting of the year’s current tax and movements in deferred tax, is recognised in the income statement as regards the amount that can be attributed to the profit or loss for the year and posted in other comprehensive income as regards the amount that can be attributed to movements taken directly to equity.. To the extent the Schouw & Co. Group benefits from a deduction in the determination of taxable income in Denmark due to share-based incentive programmes, the tax effect of such programmes is included in income tax. Any tax deduction exceeding the accounting cost is recognised directly in equity. BALANCE SHEET Intangible assets At initial recognition goodwill is recognised in the balance sheet at cost as described in the section ‘Business combinations’. Goodwill is subsequently measured at cost less accumulated impairment. Goodwill is not amortised. The carrying amount of goodwill is allocated to the Group’s cash-generating units at the date of acquisition. The determination of cash-generating units is based on the management structure and the in-house financial management. Development costs comprise salaries, amortisation and depreciation and other costs attributable to the company’s development activities. Clearly defined development projects are recognised as intangible assets where the technical feasibility of the project, the availability of adequate resources and a potential future market or application opportunity in the company can be demonstrated and where the intention is to manufacture, market or use the project if the cost can be measured reliably and it is probable that the future earnings or the net selling prices can cover production and selling expenses, administrative expenses as well as the development costs. Development projects normally consist of product development and the proprietory development of IT solutions. Other development
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costs are recognised in the income statement as incurred. Recognised development costs are measured at cost less accumulated amortisation and impairment. On completion of the development work, the development project is amortised on a straight-line basis over the estimated useful life. The usual amortisation period is three to seven years. The basis of amortisation is calculated less any impairment. Other intangible assets including patents, licenses and rights as well as certain intangible assets acquired in connection with business combinations are measured at cost less accumulated amortisation and impairment. Other intangible assets are amortised on a straight-line basis over their estimated useful lives. The usual amortisation period is five to fifteen years. The basis of amortisation is calculated less any impairment. Property, plant and equipment Land and buildings, investment property, plant and machinery, fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment. Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is ready for use. For assets produced inhouse, cost comprises direct and indirect costs of materials, components, third-party suppliers and labour. Cost is increased by the present value of estimated liabilities for the removal and disposal of the asset and restoration of the site on which the asset was used. The cost of a total asset is divided into separate components that are depreciated separately if such components have different useful lives. Interest expense of constructing a new asset and incurred during the construction period is recognised in the cost of the asset. The cost of assets held under finance leases is determined as the lower of the fair value of the assets and the present value of future minimum lease payments. The present value is calculated using the interest rate implicit in the lease as the discount factor, or an approximate value. Subsequent costs, such as the cost of replacing components of property, plant and equipment, are included in the asset’s carrying amount. The replaced components are no longer recognised in the balance sheet, and the carrying amount is transferred to the income statement. All other ordinary repair and maintenance costs are recognised in the income statement when incurred. Property, plant and equipment is depreciated on a straight-line basis over the
expected useful lives of the assets/components, which are expected to be as follows: Buildings Investment property Plant and machinery Leasehold improvements Other fixtures and fittings, tools and equipment Land is not depreciated
10-50 years 20 years 3-15 years 2-10 years 2-8 years
The depreciable amount is determined taking the residual value and any impairment losses into consideration. The residual value is determined at the acquisition date and reassessed annually. Where the residual value exceeds the carrying amount, the property ceases to be depreciated. If the depreciation period or the scrap value is changed, the effect on depreciation going forward is recognised as a change in accounting estimates. Depreciation is recognised in the income statement as production costs, distribution costs or administrative expenses. Investments in associates in the consolidated financial statements Investments in associates are measured in the balance sheet at the proportionate share of the companies’ net asset value calculated in accordance with the Group’s accounting policies with the deduction or addition of the proportionate share of unrealised intra-group gains and losses and with the addition of the carrying amount of goodwill. Associates with a negative equity value are recognised at zero. Receivables from associates are written down to the extent they are deemed to be irrecoverable. Investments in the parent company’s financial statements Investments in subsidiaries, joint ventures and associates are measured at cost. Where the recoverable amount is lower than cost, the investments are written down to this lower value. Securities Security holdings which do not enable the company to exercise control or a significant influence, and other securities are measured at fair value. Value adjustments of listed securities for which changes in fair value are regularly monitored, are recognised under financial items in the income statement when they occur. Unlisted securities for which the fair value is not regularly monitored are classified as available for sale. Securities are measured at fair value and value adjustments are taken to other comprehensive
income. On realisation, accumulated value adjustments are taken from other comprehensive income to financial items in the income statement. Impairment of non-current assets Goodwill and intangible assets with undefinite useful lives are tested annually for impairment, initially before the end of the year of acquisition. Development projects in progress are also tested for impairment annually. The carrying amount of goodwill is tested for impairment together with the other non-current assets of the cash-generating unit to which goodwill has been allocated and is written down over the income statement to the lower of the recoverable amount and the carrying amount. The recoverable amount is generally calculated as the present value of the future net cash flows expected to be derived from the business or activity (cash-generating unit) to which the goodwill relates. Deferred tax assets are reviewed annually and recognised only to the extent that it is probable that they will be utilised. The carrying amounts of other noncurrent assets are tested annually to determine whether there is any indication of impairment. If such an indication exists, the recoverable amount of the asset is calculated. The recoverable amount is the higher of the fair value of the asset less expected costs to sell and the value in use. An impairment loss is recognised when the carrying amount of an asset or a cashgenerating unit exceeds the recoverable amount of the asset or the cash-generating unit. Impairment losses are recognised in the income statement as production costs, distribution costs or administrative expenses. However, goodwill write-downs are recognised as a separate item in the income statement. Impairment write-downs of goodwill are not reversed. Impairment of other assets is reversed to the extent changes have occurred to the assumptions and estimates leading to the impairment. Impairment is only reversed to the extent the new carrying amount of an asset does not exceed the carrying amount the asset would have had net of depreciation, had the asset not been impaired. Inventories Inventories are measured at cost in accordance with the FIFO method. Inventories are written down to the lower of cost and net realisable value. The cost of goods for resale, raw materials and consumables comprise the purchase price plus delivery costs. The cost of finished goods and work in progress comprises the cost of raw
materials, consumables, direct labour and indirect production costs. Indirect costs of production include indirect materials and labour as well as maintenance of and depreciation and impairment of the machines, factory buildings and equipment used in the manufacturing process as well as factory management and administrative expenses. The net realisable value of inventories is calculated as the selling price less costs of conversion and costs incurred to execute the sale and is determined having regard to marketability, obsolescence and expected selling price movements. Receivables Receivables are measured at amortised cost. Receivables are written down for anticipated losses. Impairment writedowns on receivables are recognised in the income statement under administrative expenses. Prepayments and accrued income Prepayments and accrued income include expenses paid in respect of subsequent financial years. Construction contracts Receivables are measured at the sales value of the work performed less progress billings and expected losses. The sales value is measured on the basis of the percentage of completion at the balance sheet date and the aggregate income expected from each individual contract. The percentage of completion is determined on the basis of an assessment of the work performed, which is normally calculated as the ratio of costs incurred to total expected costs of the particular contract. When it is likely that the total costs of a construction contract will exceed the total expected contract revenue, the expected loss on the construction contract is recognised immediately as an expense and a provision. When the profit or loss from a construction contract cannot be reliably estimated, the fair value is measured only for costs incurred to the extent that it is likely such costs will be recovered. Construction contracts for which the sales value of the work performed exceeds progress billings and expected losses are recognised as receivables. Construction contracts for which progress billings and expected losses exceed the sales value are recognised as liabilities. Customer prepayments are recognised as liabilities. Equity The hedge transaction reserve contains the
accumulated net change in the fair value of hedging transactions that meet the criteria for hedging future cash flows and for which the hedged transaction has yet to be realised. The exchange adjustment reserve in the consolidated financial statements comprises exchange differences arising on the translation of the financial statements of foreign enterprises from their functional currencies into Danish kroner including exchange differences on financial instruments considered to be a part of the net investment or as hedging of the net investment. The fair value adjustment reserve comprises value adjustments of availablefor-sale securities that are not regularly monitored. On realisation, accumulated value adjustments are taken from equity to financial items in the income statement. The purchase and sale sums of treasury shares and dividends thereon are taken directly to retained earnings under equity. Proceeds from the sale of treasury shares in Schouw & Co. in connection with the exercise of share options or employee shares are taken directly to equity. Dividend is recognised as a liability at the time of adoption by the shareholders at the annual general meeting (the date of declaration). Dividends expected to be declared in respect of the year are stated as a separate line item under equity. Employee benefits Share option programme  Equitysettled share options are measured at fair value at the grant date and their value is recognised in the income statement under staff costs over the vesting period. The balancing item is recognised directly in equity as a shareholder transaction. On initial recognition of the share options, the number of options expected to vest is estimated. Subsequently, changes in the estimated number of vested options are adjusted to the effect that the total amount recognised is based on the actual number of vested options. The fair value of options granted is estimated using a valuation model that takes into account the terms and conditions of the options granted. EMPLOYEE SHARES   The value of allotted employee shares is recognised under staff costs. The balancing item is recognised directly in equity as a shareholder transaction.
Pension liabilities and similar long-term liabilities The Group has entered into pension agreements and similar agreements with most of the Group’s employees.
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Accounting policies Liabilities relating to defined contribution plans are recognised in the income statement in the period in which they are earned, and payments due are recognised in the balance sheet under other payables. For defined benefit plans, annual actuarial calculations are made of the net present value of future benefits to be paid under the plan. The net present value is calculated based on assumptions of the future developments of salary, interest, inflation and mortality rates, among other things. The net present value is only calculated for those benefits earned by the employees through their employment with the Group to date. The actuarial calculation of the net present value less the fair value of any assets related to the plan is recognised in the balance sheet as pension obligations. See below. Pension costs for the year are recognised in the income statement based on actuarial estimates and financial forecasts at the start of the year. Differences between the expected development of pension assets, liabilities and the realised values are termed actuarial gains and losses and are recognised in other comprehensive income. In connection with a change in benefits regarding the employees’ employment in the enterprise to date, there is a change in the actuarial calculation of the net present value, which is considered historical costs. Historical costs are expensed immediately if the employees have already earned the right to the changed benefits. Otherwise, they are recognised in the income statement over the period during which the employees earn the right to the changed benefits. Income tax and deferred tax Current tax liabilities and current tax receivables are recognised in the balance sheet as calculated tax on the taxable income for the year, adjusted for tax on prior years’ taxable income and for tax paid under the on-account tax scheme. Deferred tax is calculated in accordance with the balance sheet liability method on all timing differences between the accounting and tax value of assets and liabilities. However, no deferred tax is recognised on timing differences regarding non-deductible goodwill and other items for which timing differences have arisen at the acquisition date without affecting the financial results or taxable income. Deferred tax assets, including the tax value of tax losses carried forward, are recognised under other non-current assets at the value at which they are expected to be used, either by setting off tax on future earnings or by setting off deferred tax liabilities within the same legal tax entity and jurisdiction.
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Deferred tax adjustments are made regarding eliminations of unrealised intercompany gains and losses. Deferred tax is measured based on the tax rules and rates in the respective countries that will apply under the legislation in force on the balance sheet date when the deferred tax asset is expected to crystallise as current tax. Changes in deferred tax resulting from changes in tax rates are recognised in the income statement. Provisions Provisions are recognised when, as a consequence of an event occurring before or at the balance sheet date, the Group has a legal or constructive obligation, the settlement of which is likely to result in an outflow from the Group of economic benefits. In the measurement of provisions, the costs necessary to settle the liability are discounted. The changes in present values for the financial year are recognised in financial expenses. Warranty commitments are recognised as the sale of goods and services is effected, based on incurred warranty costs from prior financial years. Provisions are recognised in respect of loss-making contracts when the unavoidable costs under a contract exceed the expected benefits to the Group from the contract. Financial liabilities Debt to credit institutions is recognised at the raising of a loan as the proceeds received less transaction costs. In the subsequent periods, financial liabilities are measured at amortised cost, applying the “effective interest rate method”, to the effect that the difference between the proceeds and the nominal value is recognised in the income statement under financial expenses over the term of the loan. In addition, the capitalised residual lease liability under finance leases is recognised under financial liabilities. Other liabilities are measured at net realisable value. Leases For accounting purposes, lease obligations are divided into finance and operating leases. Leases are classified as finance leases when substantially all risks and rewards of ownership of the leased asset are transferred. Other leases are classified as operating leases. The accounting treatment of assets held under a finance lease and the related liability is described in the sections on property, plant and equipment and financial liabilities, respectively.
Obligations under operating leases are determined at the balance sheet date as the present value of future cash flows for which the discount effect is material, typically for leases running for more than five years from inception. Operating lease payments are recognised in the income statement on a straight-line basis over the lease term. Deferred income Deferred income comprises payments received relating to income in subsequent financial years, including investment grants. Assets and liabilities held for sale Assets held for sale comprise non-current assets and disposal groups held for sale. A disposal group is a group of assets to be disposed of, by sale or otherwise, together as a group in a single transaction. Liabilities regarding assets held for sale are liabilities directly associated with those assets that will be transferred in the transaction. Assets are classified as “held for sale” if their carrying amount will be recovered principally through a sale transaction within 12 months in accordance with a formal plan rather than through continuing use. Assets or disposal groups held for sale are measured at the lower of the carrying amount at the date when the assets were classified as held for sale and fair value less costs to sell. Assets are not depreciated or amortised as from the date they are classified as “held for sale”. Presentation of discontinued operations Discontinued operations comprise activities that form an independent reporting segment, or whose revenue, profit/loss or assets represent more than 10% of consolidated revenue, consolidated profit/ loss or consolidated assets and where the entity has either been divested or separated out as held for sale and such sale pursuant to a formal plan is expected to take place within 12 months. Discontinued operations also comprise entities which in relation to an acquisition have been classified as “held for sale”. Profit on discontinued operations after tax and value adjustments of related assets and liabilities after tax and gains/losses from a sale are reported under a separate line item in the income statement. Detailed information on revenue, operating profit, assets, liabilities and cash flows from operating, investing and financing activities in the discontinued entity is provided in the notes to the financial statements. CASH FLOW STATEMENT The cash flow statement shows the cash flows for the year distributed on operat-
ing, investing, financing and discontinued activities, net changes for the year in cash as well as cash and cash equivalents at the beginning and end of the year. The cash effect of acquisitions and divestments is shown separately under cash flows from investing activities. In the cash flow statement, cash flows concerning acquired companies are recognised from the date of acquisition, while cash flows concerning divested companies are recognised until the date of divestment. Cash flows in currencies other than the functional currency are translated at average exchange rates unless these differ materially from the exchange rate ruling at the transaction day.
If the profit or loss, assets or revenue of a sub-group represents 10% or more of consolidated profit or loss, assets or revenue, such sub-group is classified as a reporting segment. Included in the reporting segments are revaluations of assets and liabilities made in connection with Schouw & Co.’s acquisition of the segment in question and consolidated goodwill arising as a result of the acquisition. The operational impact of
depreciation/amortisation and write-downs on the above revaluations or goodwill is also included in the profit presented for the reporting segment. Geographical segment information indicates the group’s revenue and assets by national market. The list shows the individual countries in which the group’s revenue or assets account for 5% or more of consolidated revenue or consolidated total assets.
Cash flows from operating activities Cash flows from operating activities are presented using the indirect method as the profit for the year before tax adjusted for non-cash operating items, changes in working capital, interest paid and income taxes paid. Cash flows from investing activities Cash flows from investing activities comprise payments made in connection with the acquisition and divestment of companies and operations and the acquisition and disposal of intangible assets, property, plant and equipment as well as the purchase and sale of securities not recognised under cash and cash equivalents. Cash flows from financing activities Cash flows from financing activities include payments to and from shareholders and related expenses as well as the raising of loans, repayments on interest-bearing debt and the purchase and sale of treasury shares. Cash flows from discontinued activities Cash flows from discontinued activities comprise cash flows from operating, investing and financing activities in the discontinued entity. Cash and cash equivalents Cash and cash equivalents include cash at bank and in hand as well as securities with a maturity of less than three months at the time of acquisition that can immediately be converted into cash and that involve insignificant risk of value fluctuations. SEGMENT REPORTING Segment reporting is consistent with the internal management reporting. Schouw is an industrial conglomerate consisting of a number of sub-groups operating in various industries and independently of the other sub-groups.
DEFINITIONS OF RATIOS Earnings per share (EPS) and diluted earnings per share (EPS-D) are calculated in accordance with IAS 33. Other key ratios are calculated in accordance with ”Recommendations and Ratios 2010” issued by the Danish Society of Financial Analysts. The key ratios in the annual report are calculated in the following manner: Return on equity
Return on invested capital (ROIC)
Equity ratio
Earnings per share (EPS)
Diluted earnings per share (EPS-D)
Net asset value per share
Price/net asset value (P/NAV)
Market capitalisation
Profit for the year excluding minorities Avg. equity excluding minorities EBITA Avg. invested capital excluding goodwill Equity at year end Total liabilities and equity at year end Profit for the year excluding minorities Average number of shares in circulation Diluted earnings excluding minorities Diluted average number of shares in circulation Equity at year end, excluding minority interests Number of shares at year end excluding treasury shares Market capitalisation at year end Equity at year end, excluding minority interests Number of shares, excluding treasury shares, multiplied by share price
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Statement by the Board of Directors and the Management
To the shareholders of Aktieselskabet Schouw & Co. The Board of Directors and the Executive Management have today reviewed and approved the annual report of Aktieselskabet Schouw & Co. for the 2011 financial year. The annual report has been prepared in accordance with the International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for annual reports of listed companies. In our opinion, the consolidated and parent company financial statements give a true and fair view of the Group’s and the parent company’s assets, liabilities and financial position at December 31, 2011 and of the results of the Group’s and the parent company’s operations and cash flows for the financial year ended December 31, 2011. In our opinion, the management’s report includes a fair review of the development and performance of the business and financial position of the Group and the parent company, the financial results for the year as well as the financial position in general of the consolidated companies, together with a description of the principal risks and uncertainties that the Group and the parent company face. We recommend that the annual report be adopted by the shareholders in general meeting. Aarhus, March 8, 2012 Executive Managment
Jens Bjerg Sørensen President
Peter Kjær
Board of directors
Jørn Ankær Thomsen Chairman
Erling Eskildsen Deputy Chairman
Niels Kristian Agner
Erling Lindahl
Kjeld Johannesen
Jørgen Wisborg
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Independent auditors’ report
Independent auditors’ report on the consolidated financial statements and the parent company financial statements We have audited the consolidated financial statements and the parent company financial statements of Aktieselskabet Schouw & Co. for the financial year January 1 –December 31, 2011. The consolidated financial statements and the parent company financial statements comprise income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies for the Group as well as for the parent company. The consolidated financial statements and the parent company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies. Management’s responsibility for the consolidated financial statements and the parent company financial statements Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies and for such internal control that Management determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on the consolidated financial statements and the parent company financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements and the parent company financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements and the parent company financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated financial statements and the parent company financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation of consolidated financial statements and parent company financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and the parent company financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group’s and the parent company’s financial position at December 31, 2011 and of the results of the Group’s and the parent company’s operations and cash flows for the financial year January 1 –December 31, 2011 in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies. Statement on the Management’s review Pursuant to the Danish Financial Statements Act, we have read the Management’s review. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is our opinion that the information provided in the Management’s review is consistent with the consolidated financial statements and the parent company financial statements. Aarhus, March 8, 2012 KPMG Statsautoriseret Revisionspartnerselskab
Jes Lauritzen State Authorised Public Accountant
Kim R. Mortensen State Authorised Public Accountant
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Group overview seledted companies as of March 2012 Company name
DOMICILE
COUNTRY OWNERSHIP
Schouw & Co. Finans A/S
Aarhus
Denmark
100%
BioMar Group A/S Aarhus BioMar A/S Brande BioMar Sp. z o.o. Zielona Góra Oy BioMar Ab Vaasa BioMar AB Insjön BioMar OOO Ropsha Dana Feed A/S Horsens Dana Feed Sp. z o.o. Koszalin Dana Feed Srl Treviso BioMar S.A.S. Nersac BioMar Srl Monastier BioMar Iberia S.A. Dueñas BioMar Hellenic S.A. Volos BioMar AS Myre BioMar Ltd. Grangemouth BioMar A/S Chile Holding S.A. Puerto Montt BioMar Chile SA Puerto Montt BioMar Aquacultura Corporation S.A. Canas BioMar Aquacorporation Products S.A. Canas Alitec Pargua S.A. Pargua
Denmark Denmark Poland Finland Sweden Russia Denmark Poland Italy France Italy Spain Greece Norway Scotland Chile Chile Costa Rica Costa Rica Chile
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50.0% 50.0%
Fibertex Personal Care A/S Fibertex Personal Care Sdn Bhd Innowo Print AG
Aalborg Nilai Ilsenburg
Denmark Malaysia Germany
100% 100% 15.0%
Fibertex Nonwovens A/S Fibertex, a.s. Fibertex France S.A.R.L. Elephant Nonwovens - Nao Tecidos U.P., Lda. Fibertex Elephant Espana. S.L. Fibertex Nonwovens S.A. Fibertex South Africa Ltd.
Aalborg Svitavy Beauchamp Estoril Sant Cugat del Vallés Chemillé Durban
Denmark Czech Rep. France Portugal Spain France South Africa
100% 100% 100% 100% 100% 89.6% 26.0%
P. Grene A/S Grene Danmark A/S Grene Industri-service A/S Grene Sverige AB Grene AS Grene Ab OY Grene Dustrybucja Sp. z o.o. UAB Grene Grene Sp. z o.o. Agerpol Sp. z o.o. Grene Kramp Holding A/S OOO Grene Kramp Nedvizhimost Grene Kramp Russia B.V. OOO Grene Kramp
Skjern Denmark Skjern Denmark Aarhus Denmark Eslöv Sweden Oslo Norway Kimito Finland Konin Poland Vilnius Lithuania Konin Poland Konin Poland Skjern Denmark Chehov Russia Varsseveld Holland Moskva Russia
100% 100% 100% 100% 100% 100% 97.6% 100% 97.6% 100% 50.0% 100% 90.0% 100%
Hydra-Grene A/S Hydra Grene Hydraulics Equipm. Accessory Co., Ltd Hydra Grene India Private Limited Hydra-Grene USA Inc. Dansk Afgratningsteknik A/S
Skjern Tianjin Chennai Chicago Skjern
100% 100% 100% 100% 30.0%
Denmark China India USA Denmark
Martin Professional A/S Aarhus Denmark Martin Professional Scandinavia A/S Aarhus Denmark Martin Professional Inc. Sunrise, FL USA Martin Professional Ltd. Louth England Martin Professional France S.A. Lisses Cedex France Martin Professional Italy Spa Bergamo Italy Martin Professional Pte. Ltd. Singapore Singapore Martin Professional GmbH Unterschleißheim Germany Martin Professional (HK) Ltd. Hong Kong Hong Kong Martin Professional Japan Ltd. Tokyo Japan Martin Manufacturing (UK) Ltd. Louth England Martin Manufacturing Zhuhai Ltd. Zhuhai China Martin Professional Middle East Ltd. Beirut Lebanon Martin Professional Argentina S.A. Buenos Aires Argentina R&D International NV Landen Belgium Finini ApS Odense Denmark
100% 100% 100% 100% 100% 100% 100% 100% 46.2% 40.0% 100% 100% 16.7% 20.0% 100% 49.9%
Xergi A/S Xergi, Ltd. Danish Biogas Technology A/S Xergi GmbH Xergi S.A.S. Xergi NIX Technology A/S Videbæk Biogas A/S
Støvring London Støvring Bad Saarow Paris Støvring Støvring
Denmark England Denmark Germany France Denmark Denmark
50.0% 100% 100% 100% 100% 100% 50.0%
Incuba A/S Helsingforsgade 25 Aarhus A/S Incuba Science Park A/S Østjysk Innovation A/S Incuba Venture I K/S Scandinavian Micro Biodevices Aps
Aarhus Aarhus Aarhus Aarhus Aarhus Farum
Denmark Denmark Denmark Denmark Denmark Denmark
49.0% 34.0% 26.3% 26.9% 32.6% 38.2%
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Aktieselskabet Schouw & Co.
Chr. Filtenborgs Plads 1 DK-8000 Aarhus C Phone +45 86 11 22 22 Telefax +45 86 11 33 22 E-mail schouw@schouw.dk www.schouw.dk CVR no. 63965812 BioMar Group A/S Værkmestergade 25, 6 DK-8000 Aarhus C Phone +45 86 20 49 70 E-mail info@biomar.com www.biomar.com Fibertex Personal Care A/S Svendborgvej 2 DK-9220 Aalborg Øst Phone +45 72 29 97 22 E-mail info@fibertexpersonalcare.com www.fibertexpersonalcare.com Fibertex Nonwovens A/S Svendborgvej 16 DK-9220 Aalborg Øst Phone +45 96 35 35 35 E-mail fibertex@fibertex.com www.fibertex.com P. Grene A/S Kobbervej 6 DK-6900 Skjern Phone +45 96 80 85 00 E-mail grene@grene.dk www.grene.com Hydra-Grene A/S Bækgårdsvej 36 DK-6900 Skjern Phone +45 97 35 05 99 E-mail hg-vest@hydra.dk www.hydra.dk Martin Professional A/S Olof Palmes Allé 18 DK-8200 Aarhus N Phone +45 87 40 00 00 E-mail info@martin.dk www.martin.com Xergi A/S Hermesvej 1 DK-9530 Støvring Phone +45 99 35 16 00 E-mail mail@xergi.com www.xergi.com
Published March 2012 by Aktieselskabet Schouw & Co. Translation: Fokus Translations Photos: Allan Toft, www.allantoft.dk Design and produktion: Datagraf, www.datagraf.dk
Incuba A/S Chr. Filtenborgs Plads 1 DK-8000 Aarhus C Phone +45 86 11 22 22 E-mail schouw@schouw.dk www.schouw.dk
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Aktieselskabet Schouw & Co. Chr. Filtenborgs Plads 1 DK-8000 Aarhus C Phone +45 86 11 22 22 Telefax +45 86 11 33 22 schouw@schouw.dk
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