Date post: | 28-Mar-2016 |
Category: |
Documents |
Upload: | thorn-reklambyra-ab |
View: | 214 times |
Download: | 0 times |
Annual Report 2011
B R A I N V E S T – B E T T E R B U S I N E S S
2 – A N N U A L R E P O R T 2 0 1 1
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 3
TABLE OF CONTENTS
Introduction 4-5 Company presentations 6-19 Management’s Review 20-22 Income Statement for the Group 23 Balance Sheet for the Group 24-25 Cash Flow Statement for the Group 26 Income Statement for the Parent Company 27 Balance Sheet for the Parent Company 28-29 Cash Flow Statement for the Parent Company 30 Additional Information 31-32 Notes 33-40 Signatures 40 Auditors’ Report 41 Presentation of the Board of Directors/Auditor 42
BrA Invest
B R A I N V E S T – B E T T E R B U S I N E S S
4 – A N N U A L R E P O R T 2 0 1 1
The general philosophy and ”idea” behind BrA Invest is to invest in companies with turnover in the range of SEK 50-500 mil-lion within the aforementioned business areas. These investments are based on prudent valuation and with clear majority ownership, where the managements of the respective companies are involved as active participants. This philosophy stands firm and will guide the company’s development for the foreseeable future. We stand for active ownership and work with operational initiatives. Unlike venture capital companies, we do not have an exit strategy, but retain the holdings we make and have made.
The strategy for the development of BrA Invest in the past years has been to fo-cus on the existing companies we own, in order to develop them organically and through acquisitions, rather than embark-ing on new ventures in new and perhaps unknown industries. We have achieved critical mass and size in a couple of the companies and business areas (KB and Dogman) and we see obvious advantages in strengthening the positions of these activities both financially and in market terms by taking shares from competitors in existing markets and increasing our
geographical presence. If new acquisi-tion opportunities arise in these business areas we will be active and ready to do business.
One lesson we have learned from the past year is that when making an acquisition it is extremely important that the acquiring organisation (company) is ready and will-ing to take on the acquired company and immediately integrate its activities into existing operations. Acquiring a company does not have to be particularly compli-cated, whereas integrating and developing is an art, and has to be learned. This is something that BrA Invest and our subsidi-aries are and will be very good at doing!
Another lesson from the past year is that size matters. Companies that are too small, with turnover that is too low, are hard to do much with, and very exposed to any staff changes in managerial or even all positions. It costs a lot of resources, patience and sometimes ongoing losses to get things right, think long-term and build a sound infrastructure, while also maintaining a reasonable cost level in order to avoid an excessive cash drain on the Group. The environment in which we live and operate requires a certain level
of premises, systems, communication, marketing structure, etc. The conditions for doing business simply, without burden-ing certain customers excessively, require a degree of scalability. This awareness means that, in future, BrA Invest will adopt a cautious approach to taking on activities that do not have the required size, even if they match the existing holdings and structures.
BrA Invest leaves 2011 and goes into 2012 with favourable trends in most of our business activities. A lot of good things have been and are being done in different ways in all companies. Mistakes have also been made and will be made again. We do not reward or “punish” busi-ness activities for current result genera-tion, but instead consider whether, funda-mentally, the right measures are always taken to ensure that the trends in the respective companies point in the right direction. This knowledge will hopefully ensure that our present and future em-ployees see BrA Invest as a good place to work, with development opportunities in an environment characterised by the free-dom to take responsibility that in the long term creates value for all stakeholders!
Building industrial companiesBrA Invest is an industrial group that has been built up during the past ten years and today has three areas of activity: industry, trade, and buildings & real estate. The values guiding BrA invest’s activities are long-term, stability, profitability, and thereafter growth.
BrA Invest
CEO Stefan Andersson
Stefan Andersson, Kenneth Andersson, Johan Zaunders, Christer Andersson, Jessica Nilsson
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 5
B R A I N V E S T – B E T T E R B U S I N E S S
6 – A N N U A L R E P O R T 2 0 1 1
In summer 2008, Fastighets AB 3Hus was acquired by BrA’s real estate company at that time, BrA Fastigheter. At around the same time an agreement was concluded to acquire Fastighetsbolaget Gajaden AB. After the merger of all three companies the ”new-old” company name, Fastighets AB 3Hus, was retained, but now under the auspices of BrA Invest.
The business idea is to acquire, manage, improve and develop properties for long-term ownership. With stable and satisfied leaseholders and short decision-making channels, we manage properties in ac-cordance with the respective companies’ needs and requirements.
At the end of 2011 the property portfolio consisted of seven commercial proper-ties with eight leaseholders, of which four within the Group. There is also one vacancy.
In 2011, 3Hus fastigheten acquired the Kv Anekdoten 1 property in Åstorps mu-nicipality. The property was originally an exhibition hall that was previously convert-ed and enlarged for business purposes. In December, the work commenced to convert the property into a modern logis-tics centre. This work will continue in the first half of 2012, after which the sister company VikingLand AB (changing name to Living Story) will move in.
As from February 2012 Berne Särbring is the new CEO of Fastighets AB 3Hus. Berne has extensive experience from the property sector and has very strong pro-ject development expertise. With Berne, 3Hus will become a modern property com-pany with well-structured administration and effective business development.
Structured management and extensive business developmentStructured management and extensive business development 3Hus is the Group’s property company, domiciled in Åstorp. The properties held are mainly in the neighbouring area. The company is a wholly-owned subsidiary of BrA Invest AB.
Fastighets AB 3Hus
CEO Christer Andersson
New CEO February 2012 Berne Särbring
Fastighets AB 3Hus* Key figures 2011 (2010)
Part of the BrA Invest Group since 2008BrA Invest’s ownership is 100%Net sales SEK 8 million (SEK 12 million)EBIT SEK 2.3 million (SEK 7.0 million)Number of employees 2 (3)
*including other property companies
B R A I N V E S T – B E T T E R B U S I N E S S
8 – A N N U A L R E P O R T 2 0 1 1
We have the same expertise as nationwide developers, but our local anchoring pro-vides a number of advantages.
BAB offers both construction and build-ing services. The idea is for BAB to be the partner for both large and small projects, and to be involved from first idea until final delivery.
In 2011 two companies were acquired: PARAT Bygg in Malmö and Siffes Bygg in Torekov. The purpose of these acquisitions is to expand and strengthen our position in our business area and to ensure a sound basis for construction activities in the Malmö-Lund region. In order to further
strengthen our position, in 2011 the deci-sion was taken to implement a new quality and management system, called POVEL. Implementation will take place throughout 2012, with the objective to become an ac-credited POVEL company at the beginning of 2013.
At the start of 2011 we saw an economic upturn, followed by a downturn in the sec-ond half-year due to the global financial crisis. This downturn has entailed fewer projects, as well as pressure on margins for the projects undertaken. Together with organisational problems related the company’s growth both organically and via acquisitions, this has squeezed profitability.
BAB has high ambitions for growth and one challenge it faces is to gain additional com-petent employees.
With the stable foundation of well-function-ing building service activity and dedicated organisational work, our outlook is positive.
Quality and management system for a stronger positionBAB Byggtjänst AB is a full-service construction company with the business idea of operating construction and building service activities in western Scania and southern Halland. BAB is the local builder that puts the customer first.
BAB Byggtjänst AB
CEO Peter Wetterlöv
BAB Byggtjänst AB Key figures 2011 (2010)
Part of the BrA Invest Group since 2008BrA Invest’s ownership is 90%Net sales SEK 219 million (SEK 131 million)EBIT SEK -1.1 million (SEK 3.7 million)Number of employees 105 (64)
B R A I N V E S T – B E T T E R B U S I N E S S
1 0 – A N N U A L R E P O R T 2 0 1 1
The business idea is to import, distribute and market products in the pet and eques-trian segment. We are developing our range with focus on the accessories category. Our high service level and broad range contrib-ute to increasing our business customers’ competitiveness and profitability. With relevant, current products we meet the final customer’s need for pets to thrive.
The vision is to be best in class!
AB Dogman started up in 1965 in a 40-sq.m. basement in Lund. The founder stood for the values of security of delivery and high product quality. In 1969 the activities were conducted in 11 different basement premises, after which it was decided to build new offices and a warehouse in Staf-fanstorp. The company continued to expand and by 1983 had outgrown its premises. A new domicile was built in the Gastelyckan industrial park in Lund.
The company also outgrew these premises and in 2010 moved to a new elevated ware-house and offices near the E4 in Åstorp. In 2007 the company was acquired by BrA Invest.
Since BrA’s acquisition the company has expanded strongly both organically and via acquisitions. The companies Simontorp, Monsen and Jacson of Scandinavia were acquired, and Dogman Oy was established. The objective is to continuously strengthen the position as the Nordic market leader for accessories.
There have been many challenges over the years. In the first years, when the sector was relatively immature, the main chal-lenge was logistics, achieving an attractive range and then supplying the customer. Over time the market has changed and new challenges have included parallel supplies to both specialty and everyday commodities stores on a reliable basis.
For a few years the sector has been subject to consolidation and today the challenge is
to be part of this. If the company does not match the current ongoing development we will soon get left behind. The achieve-ments in recent years are mainly due to the company’s ability to make the transition from a traditional wholesaler to a modern company based on an industrial business model. Together with our brand focus, this systematic approach has given the company sound opportunities for ongoing positive development.
2011 has been an eventful year in which the Finnish warehouse was moved to Åstorp, a new sales office opened in Åbo, Jacson of Scandinavia was acquired and moved from Vollsjö to Åstorp, a modern business model was implemented, and an agreement was concluded with the Coop everyday commodi-ties chain. Besides Coop, many new cus-tomer contracts were concluded, and these have been rolled out gradually over several months. The full impact will be seen in 2012. Overall, this means that we have high expec-tations of 2012.
Industrial business model develops business activities
AB Dogman
Dogman is Scandinavia’s largest company for pet accessories, with a sales organisation in Sweden, Norway, Denmark and Finland. In 2011 the equestrian accessories company Jacson of Scandinavia was acquired, so that Dogman now offers an additional product range.
CEO Kenneth Andersson
AB Dogman Key figures 2011 (2010)
Part of the BrA Invest Group since 2007BrA Invest’s ownership is 95%Net sales SEK 354 million (SEK 334 million)EBIT SEK 13.3 million (SEK 7.2 million)Number of employees 85 (73)
B R A I N V E S T – B E T T E R B U S I N E S S
1 2 – A N N U A L R E P O R T 2 0 1 1
Draken is distinguished in the market by its vision to be Sweden’s most flexible and effective film conversion company for the production of industrial packaging and technical film in polymer materials. Draken offers customers a wide range of plastic film products for industrial ap-plications, and can provide the market with creative and cost effective solutions. This is achieved by offering such solutions as extrusion, conversion and flexography printing, all under the same roof. Product examples are building film, industrial packaging film, bags, sacks and hoods/liners according to various specifications and functions.
During 2011 the plastics industry has faced major challenges due to higher raw materials prices, driven mainly by the events in the oil-producing regions. This has led to record increases for regranulate
and tough market conditions, which un-fortunately is reflected in the result for the year. During 2011 the new CEO initiated dialogue with suppliers to ensure better access and long-term solutions. This has also been apparent on the customer side, as Draken signed several agreements with new customers in Q4 2011, strength-ening sales operations. In 2011 a new warehouse and a new printing hall were also commissioned, which will increase Draken’s market flexibility and among other things provide stores solutions for customers.
New challenges are continuously arising in our niche industry, requiring us to stay alert at all times. We must create action plans for both the short and long term, in order to influence products, customer re-lations and technology. These challenges require us to create the right conditions
to reduce lead times, develop products, invest in new machines and venture to introduce a new structure, despite the high cost. The challenge is to find the right path to take Draken to the next level in the market.
The future will require Draken to initiate a process of continuous improvement via production rationalisation measures, clos-er dialogue with customers on business and product development, and sustained close dialogue with raw materials distribu-tors. The challenge in 2012 is to capitalise the measures to be implemented. Draken’s business idea will be implement-ed via a deliberate and systematic effort combined with dedication, knowledge and cooperation at both supplier and customer level.
Greater flexibility and long-term solutionsDraken i Reftele is a modern plastics producer with two main product areas: industrial packaging and technical film. The company has been owned by BrA Invest since 2005 and up to 2011 has upgraded its machine park and also doubled the factory area with a new extension.
Draken i Reftele AB
CEO Alexander Subotin
Draken i Reftele AB Key figures 2011 (2010)
Part of the BrA Invest Group since 2005BrA Invest’s ownership is 100%Net sales SEK 95 million (SEK 97 million)EBIT SEK 0.1 million (SEK 4.7 million)Number of employees 39 (41)
B R A I N V E S T – B E T T E R B U S I N E S S
1 4 – A N N U A L R E P O R T 2 0 1 1
KB Components offers turnkey solutions for the development and production of technically advanced plastic components, and masters most techniques and materi-als. KB Components is one of the largest players in Scandinavia with state-of-the-art production facilities in Värnamo and Örkelljunga in Sweden, and Kaunas in Lithuania. The facility in Lithuania of-fers cost-effective production of labour-intensive products, while the facilities in Örkelljunga and Värnamo undertake highly-automated production of technically advanced products for vehicles, heating/plumbing/ventilation, security and medi-cal technology.
KB System manufactures and sells a system for power tracks, bars and outlet panels, based on the Dynamic Workplace Power (DWP) technique. The unique aspect of the DWP system is that users themselves select and mount the outlets
where and how they wish on the rail. The system is very simple to instal, use and reuse. During the year the new product range was expanded with three-phase out-lets with separate fuses, and KB System now offers a complete system for labora-tories, hospitals, universities and offices that require high flexibility and safety.
Historically, KB has been very success-ful at adapting to new techniques and major changes in the market. The previ-ous dependence on Saab Automobile at the beginning of the 2000s has been replaced by a broad automotive customer portfolio. The crisis in the automotive industry in 2008-2009 made rationalisa-tion measures necessary, and required the introduction of a more flexible produc-tion organisation. The positive volume development in 2010 continued in 2011, the automotive segment achieved sound growth, and the volumes on the lorry side
also increased, despite weaker demand in Europe. The result has improved and is ex-pected to increase further through strong focus on cost reductions and productivity improvements.
At the end of the year Årevall Plast in Värnamo, Sweden, was acquired. This acquisition is an element of KB’s long-term business plan of which the objective is to increase added value for customers and reduce cyclical exposure by achieving a balance between light vehicles, heavy vehicles and other industry. The acquisi-tion entails a broader product offering that includes production and mounting in cleanroom environments, two-com-ponent products, and products used in a very broad size range, back-injection and advanced surface finishing. Future geographical expansion directed at new growth markets is planned.
Development ensures competitivenessKB was founded by Anders Månson in 1947. From the start, the bar was set high. The ambi-tion was to lead the plastics industry, rather than following it. Within KB, KB Components develops and manufactures advanced plastics components, while KB System develops its proprietary components for flexible power supply.
Konstruktions-Bakelit AB
CEO Lars Holtskog
Konstruktions-Bakelit AB Key figures 2011 (2010)
Part of the BrA Invest Group since 2009BrA Invest’s ownership is 71.25%Net sales SEK 335 million (SEK 320 million)EBIT SEK 18.3 million (SEK 15.4 million)Number of employees 245 (233)
B R A I N V E S T – B E T T E R B U S I N E S S
1 6 – A N N U A L R E P O R T 2 0 1 1
In recent years the timber and especially the sawmill industry have been tested by weak development in demand for timber and planed products in the wake of the first financial crisis in 2008-2009 and the debt crisis in 2011, as well as the ”Arab spring” in North Africa, which almost brought the market to a complete standstill. During the year Olofssons gained a new CEO and strat-egy as it became apparent that something had to be done to solve the company’s profitability problem.
The new strategy adopted during the sum-mer is based on the company as a logistics provider, rather than just a provider of
planed timber. Customers demand short delivery times, complex deliveries with a mix of smaller packs in different dimen-sions, and that suppliers hold stock for them. Olofssons has met this requirement by investing in a completely new ware-house, building a finished items warehouse of standard products. This provides for effective production for stock, instead of customer-order based batch production with many expensive stages. Preparations have also been made for two-shift production, which will increase pro-duction efficiency through better and more extensive use of expensive fixed resources.
This change to the “new Olofssons” during the year has entailed major investments, generating a large operating loss for the company in 2011. We are nonetheless con-vinced that these were the right and neces-sary measures to take and have optimistic expectations of 2012!
From family-run planed timber mill to exporting logistics companyOlofssons Hyvleri is a modern sawn and planed timber processing company located in Vrigstad, 30 km northeast of Värnamo, Sweden, central to the Småland cluster for wood and timber processing. The company was acquired by BrA Invest in summer 2008 and since then has developed from a small, family-run company focusing on Swedish customers into an industrial business whose activities are dominated by exports to customers within Europe.
Olofssons Hyvleri AB
CEO Stefan Andersson
Olofssons Hyvleri AB Key figures 2011 (2010)
Part of the BrA Invest Group since 2008BrA Invest’s ownership is 100%Net sales SEK 92 million (SEK 74 million)EBIT SEK -6.5 million (SEK -2.4 million)Number of employees 24 (18)
B R A I N V E S T – B E T T E R B U S I N E S S
1 8 – A N N U A L R E P O R T 2 0 1 1
Since the interior decorating sector is strongly linked to the prevailing trends and fashions, high demands are made of a range that matches consumer trends. This requires continuing renewal of the ranges offered. During the year VikingLand has presented an exciting range that was at-tractive to our customers, but there have been logistics problems.
In 2011 BrA Invest acquired a VikingLand AB that faced liquidity and structural concerns. A new CEO was appointed and restructuring took place in order to re-organise the company. The work on the new processes is still ongoing.
Many developments during the year have created the right conditions for growth. As from the second half of 2012 Vikingland will occupy new premises. This means that the company will gain a modern new warehouse, a showroom permanently available to customers, and new office premises. Work is ongoing on streamlining stocks in order to serve customers in the best possible way. Recruitment of a num-ber of persons for key positions, as well as staff training, are also ongoing. These measures will ensure that the resulting operating loss is turned into a profit during 2012, in accordance with the plan drawn up for the company.
A change of name process ran during 2011 and a decision has been taken to change VikingLand’s name to Living Story during 2012.
Much has happened during the past year, and a lot more will take place in the coming years that will ensure Living Story the right conditions to become a leading player in our industry.
Great potential in a style-conscious industryVikingLand AB is a ”House & Garden” wholesaler with a range for both decoration and utility purposes, located in Åstorp, approximately 20 kilometres northeast of Helsingborg along the E4. Customers are mainly home furnishing stores, garden centres, flower shops and furniture stores.
Vikingland AB
CEO Hans Larsson
Vikingland AB Key figures 2011 (2010)
Part of the BrA Invest Group since 2011BrA Invest’s ownership is 97.3%Net sales SEK 22 million (SEK 20 million)EBIT SEK -4.9 million (SEK -0.6 million)Number of employees 13 (11)
B R A I N V E S T – B E T T E R B U S I N E S S
2 0 – A N N U A L R E P O R T 2 0 1 1
The acquisition of VikingLand in January 2011 is a step into a new product area. In time, our logistics expertise, combi-ned with experience and synergies with Dogman, will contribute to building up a strong company in a fragmented industry that, as yet, does not have a single major player with a dominating market position. The VikingLand acquisition was followed by the acquisition of the more than 6,000 sq.m. Anekdoten property. As part of an ongoing conversion project (under the auspices of BAB), with an investment in the range of SEK 40 million, we will offer VikingLand, under the new name of Living Story, completely new opportunities to develop its activities.
At the end of 2011 a new share issue in VikingLand (Living Story) for SEK 10 million was adopted, whereby BrA Invest increases its ownership interest to more than 97%.
Dogman gained a new CEO in January 2011 and reviewed the organisation structure during the spring in order to set up and implement what we call the PC-DC-SC model. The company only developed weakly in the first six months, but as the
staff systematically adjusted to their ro-les the trend was reversed, with a strong second half-year. The integration of the acquired Jacson of Scandinavia AB was also completed successfully. During the year BrA Invest increased its ownership of AB Dogman to the present 95%. In the autumn, Jacson of Scandinavia relocated its activities from Vollsjö to Åstorp, Swe-den, and in December it merged with AB Dogman.
BAB began 2011 with a strong order book and expectations of a high level of con-struction activity in northwestern Scania during the year. During the summer, the company reached agreement with the owners of Siffes Bygg AB, a Torekov-based local construction company, focusing on construction services in the Bjärehalvön region, and with the owners of PARAT Bygg AB, a Malmö-based construction company that also focuses on the construction services sector, to acquire the respective companies in 2011. These companies’ operations were successively integrated with BAB during the autumn, and Siffes Bygg was legally merged with BAB in De-cember.
Operations in the second half of 2011 faced some growing pains, so that the original costings of certain projects were overstepped. Project implementation also faced a number of other problems. During the autumn the level of activity in terms of enquiries weakened in northwest Scania, while there was relatively strong demand in the Malmö region.
3Hus completed the acquisition of the Anekdoten property during the summer, where currently (spring 2012) there is extensive ongoing renovation to enable VikingLand (Living Story) to move in as of 1 July 2012. The agreement with the former owners of VikingLand (Living Story) provides an option to acquire the property in central Åstorp that is the company’s current operating base. 3Hus intends to exercise this right and in the longer term to use this site. The existing portfolio of properties, with strong, long-term lease-holders, developed soundly during the year. The interest-rate climate improved towards the end of the year, while a new CEO of the company was recruited as of 1 February 2012, so that we expect to increase the rate of exploitation of the property activities.
Management’s ReviewThe 2011 calendar year was characterised by a high level of activity on the acquisition front (five acquisitions in total), a number of changes in the CEO positions in the vari-ous companies, major investments in several portfolio companies, and development in results that is generally not satisfactory.
BrA Invest CKS AB Org.nummer: 556753-2501
BrA Invest CKS AB
BAB Byggtjänst AB90%
PARAT Bygg AB KBComponents UAB
KBSystems AB
ÅrevallPlast AB
DogmanAS
DogmanAps
DogmanOy
Fastighets AB 3Hus100%
Konstruktions-Bakelit AB71,25%
Draken i Reftele AB100%
Dogman AB95%
Olofssons Hyvleri AB100%
Vikingland AB97,3%
BrA Invest CKS ABBrA Invest CKS AB
BABBAB BByggtjäjänst ABABBAB Byggtjänst AB
PARAT B ABPARAT Bygg AB
FFastitigh thet As AB 3B 3HHusFastighets AB 3Hus KKonstr ktuktiion Bs B kakelitlit ABABKonstruktions-Bakelit AB DDrakken ii R fReft ltel Ae ABBDraken i Reftele AB DDogman ABABDogman AB OlOloffssons HHy lvle iri ABABOlofssons Hyvleri AB VikVikiinglland Ad ABBVikingland AB
KBKBKB KBKBKB ÅÅre lvalllÅrevall DDogmanDogman DDogmanDogman DDogmanDogman
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 2 1
Olofssons suffered the toughest year ever in the sawmill and planed timber industry. A number of competitors either failed or were discontinued. The fundamental problem lies in the imbalance in world markets, where production capacity far exceeds demand for sawn and planed tim-ber products, while Swedish forest owners benefit from continuing high timber prices. During the year (spring) Olofssons gained a new CEO and at the same time BrA Invest increased its shareholding in the company to the present 100%. The strate-gy to counter the crisis is and has been to take the offensive, invest in increased wa-rehouse capacity(SEK 10 million invested in new warehousing during the autumn), and meet customers’ demand for in-creased flexibility (increased stock levels) and lower prices (requires long production series and fewer stages, as well as higher machine utilisation ratios). In combination this has led to an increase in the number of shifts (two shifts) that will restore the company’s profitability in 2012.
Draken appointed a new CEO in the spring (the former CEO became CEO of KB) and BrA increased its shareholding in the com-pany to the present 100%. During the year Draken completed an investment project for more than SEK 10 million, with an ex-tension to increase stock capacity by more than 1,000 sq.m., and prepared the com-pany for investment in a new printing unit. The development in profitability was disap-pointing, due partly to internal organisa-tion problems, but also to less favourable development in materials prices. The problems have now been resolved and the company is well-prepared for 2012, when we expect far more favourable develop-
ment. Of all the BrA Invest companies, KB developed best during the year, although not as well as hoped at the beginning of the year. Customers in the automotive in-dustry have continued to take reasonably high volumes that were sufficient to en-sure organic growth of approximately 5%. During the spring a new CEO took office and continued the path set, with focus on LEAN and rationalisation of the production companies in Örkelljunga, Sweden, and Kaunas, Lithuania. At year-end 2011/2012, Årevall Plast AB in Värnamo, Sweden, was acquired as part of the company’s objective of further differentiation of the customer base out-side the automotive industry, which after the acquisition accounts for no more than approximately two thirds of the volumes
delivered. 2012 has got off to a good start, and we expect a strong increase in revenue this year! Up to and including the end of 2011 (including the new issue in VikingLand (Living Story), BrA Invest holds 90% or more of the shares in all portfolio companies except KB This will entail po-tential Group contributions in the future, which will streamline the Group’s corpo-rate tax burden. In view of the expected future revenue, the financial position at the end of 2011 is strong and stable. The Group’s total goodwill is limited, and we expect sound revenue and a strong cash flow for the Group in 2012.
B R A I N V E S T – B E T T E R B U S I N E S S
2 2 – A N N U A L R E P O R T 2 0 1 1
Management’s Review continued
0
400
200
600
800
1000
1200
100
Net sales
2011
Pro�t after�nancial items
Total assets Equity including minority interests
Solvency including minority interests
2010
2009
0 %
20 %
40 %
60 %
80 %
100 %
SEK
milli
on
Significant events during the financial year- Acquisition of Vikingland AB at the beginning of the year.
- Acquisition of Siffes Bygg AB and subsequent merger With BAB Byggtjänst AB.
- Acquisition of Parat-Bygg AB by BAB Byggtjänst AB.
- Acquisition of the Anekdoten property in Åstorp.
- Acquisition of Jacson of Scandinavia AB and merger with Dogman AB.
- Acquisition of Årevall Plast AB by Konstruktions-Bakelit AB at the end of the year.
The Group’s results and financial position2011 2010 2009
Net sales 1 111 851 918 699 837 073
Profit after financial items 12 440 82 330 42 722
Total assets 637 692 459 287 451 419
Equity including minority interests 116 600 148 744 80 877
Solvency including minority interests 18,3% 32,4% 17,9%
Profit margin 1,1% 9,0% 5,1%
Interest coverage ratio – multiples of 2,8 21,8 12,9
Return on equity 5,3% 85,6% 92,7%
Financial risk managementSee Additional Information for a description of the company’s financial risk management and finance and exchange-rate policy.
Environmental impactsSome of the companies in the Group conduct activities that require permits or are subject to a notification obligation. The permit con-cerns printing activities for plastic products in which organic solvents are used. The organic solvents affect the external environment via emissions to air.
Proposed distribution of profitThe following amounts are at the disposal of the Annual General Meeting (in SEK):Retained earnings 45 584 522
Profit for the year 9 475 840
Total 55 060 362
The Board of Directors proposes the following distribution of profit:
To be carried forward 55 060 362
Total 55 060 362
Concerning the results and position of the company further ref-erence is made to the Income Statements and Balance Sheets of both the Group and the Parent Company, with the Additional Information and Notes. All amounts are stated in SEK thousands.
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 2 3
Income Statement for the Group
SEK thousands Note 2011 2010
Operating income:
Net sales 2 1 111 851 918 699
Change in inventories 1 237 4 075
Capitalised work for own account 5 135 41 500
Dissolution of negative goodwill 0 28 058
Result of disposal of property via company 0 23 858
Other operating income 3 192 3 397
1 121 415 1 019 587
Operating expenses:
Raw materials and consumables -464 127 -370 074
Merchandise -270 917 -251 810
Other external expenses 4,5 -122 311 -107 714
Personnel expenses 3 -220 030 -181 927
Depreciation and amortisation of property, plant and equipment and intangible assets -24 567 -22 279
Other operating expenses -707 -5
-1 102 659 -933 809
Operating profit 18 756 85 778
Profit from financial investments:
Interest income 675 513
Interest expenses -6 991 -3 961
Profit after financial items 12 440 82 330
Tax on profit for the year 7 -2 856 -1 406
Minority interest in the profit for the year -3 896 -6 161
PROFIT FOR THE YEAR 5 688 74 763
B R A I N V E S T – B E T T E R B U S I N E S S
2 4 – A N N U A L R E P O R T 2 0 1 1
Balance Sheet for the Group
SEK thousands as of 31 December Note 2011 2010
Non-current assets
Intangible assets 8
Capitalised development expenses 0 32
Trademarks 569 746
Goodwill 50 735 30 185
51 304 30 963
Property, plant and equipment 9
Land and buildings 106 777 81 173
Costs incurred in property not owned 0 1 039
Plant and machinery 57 167 43 280
Equipment, tools and fixtures & fittings 27 089 24 385
Work in progress and prepayments for property, plant and equipment 21 186 8 605
212 219 158 482
Financial assets
Other securities held as non-current assets 25 10
Deferred tax assets 3 085 0
Other non-current receivables 1 651 1 745
4 761 1 755
Total non-current assets 268 284 191 200
Current assets
Inventories, etc.
Raw materials and consumables 43 139 29 816
Work in progress 2 556 1 809
Finished good and merchandise 99 358 62 758
Ongoing work in progress 0 3 169
Prepayments to suppliers 1 935 0
146 988 97 552
Current receivables
Trade receivables 174 351 138 984
Tax assets 5 711 0
Other receivables 4 653 3 333
Income recognised, but not invoiced 11 10 148 816
Prepaid expenses and accrued income 12 11 815 6 345
206 678 149 478
Cash and bank balances 15 742 21 057
Total current assets 369 408 268 087
TOTAL ASSETS 637 692 459 287
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 2 5
Balance Sheet for the Group
SEK thousands as of 31 December Not 2011 2010
EQUITY AND LIABIITIES
Equity 13
Share capital 100 100
Statutory reserve 6 738 8 729
Unrestricted equity 82 533 35 902
Profit for the year 5 688 74 763
Total equity 95 059 119 494
Minority interests 21 541 29 250
Provisions
Deferred tax liabilities 14 0 1 169
Other provisions 15 4 768 2 177
Total provisions 4 768 3 346
Non-current liabilities
Bank overdraft facility 16 83 294 28 194
Building credit facility 16 9 216 0
Invoice credit facility 16 21 469 20 000
Other debt to credit institutions 17 147 287 90 121
Total non-current liabilities 261 266 138 315
Current liabilities
Debt to credit institutions 15 148 7 579
Prepayments from customers 867 4 113
Income invoiced, but not recognised 11 16 929 5 952
Trade payables 134 878 101 297
Current tax liabilities 0 1 900
Other current liabilities 39 004 10 576
Accrued expenses and prepaid income 12 48 232 37 465
Total current liabilities 255 058 168 882
TOTAL EQUITY AND LIABILITIES 637 692 459 287
MEMORANDUM ITEMS
Pledged assets 18 411 781 357 839
Contingent liabilities None None None None
B R A I N V E S T – B E T T E R B U S I N E S S
2 6 – A N N U A L R E P O R T 2 0 1 1
Cash Flow Statement for the Group
SEK thousands 2011 2010
Operating activities
Profit after financial items 12 440 82 330
Adjustments for non-cash items 24 812 -30 175
Income tax paid -4 999 -7 774
Cash flow from operating activities before changes in working capital 32 253 44 381
Decrease/increase in inventories -13 156 -11 098
Decrease/increase in operating receivables -17 700 -26 719
Decrease/increase in operating liabilities 54 112 8 844
Cash flow from operating activities 55 509 15 408
Investing activities
Acquisition of subsidiaries -44 971 -6 500
Disposal of subsidiaries 2 575 2 000
Net investment in intangible assets 0 -64
Net investment in property, plant and equipment -64 750 18 750
Change in non-current receivables 383 -130
Cash flow from investing activities -106 763 14 056
Financing activities
Dividend -30 000 -9 000
Net change in loans 84 733 -34 872
Minority interest -8 671 -2 664
Translation difference in equity -123 -1 455
Cash flow from financing activities 45 939 -47 991
CASH FLOW FOR THE YEAR -5 315 -18 527
Cash and cash equivalents at beginning of year 21 057 39 584
Cash and cash equivalents at end of year 15 742 21 057
Unutilised overdraft facilities according to Note 16 15 609 28 718
Available cash and cash equivalents at end of year 31 351 49 775
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 2 7
Income Statement for the Parent Company
SEK thousands Note 2011 2010
Operating income:
Net sales 2 000 1 000
Operating expenses:
Other external expenses 4 -1 963 -1 311
Personnel expenses 3 -1 686 -311
Depreciation of property, plant and equipment -8 0
Operating profit 1 -1 657 -622
Profit from financial investments:
Profit from investments in Group companies 6 10 990 53 790
Interest income, the Group 604 120
Other interest income 36 14
Interest expenses, the Group -285 -347
Other interest expenses -33 0
Profit after financial items 9 655 52 955
Tax on the profit for the year 7 -179 217
PROFIT FOR THE YEAR 9 476 53 172
B R A I N V E S T – B E T T E R B U S I N E S S
2 8 – A N N U A L R E P O R T 2 0 1 1
Balance Sheet for the Parent Company
SEK thousands as of 31 December Note 2011 2010
ASSETS
Non-current assets
Property, plant and equipment
Equipment, tools and fixtures & fittings 9 29 0
29 0
Financial assets
Investments in Group companies 10 76 712 37 920
Deferred tax assets 14 425 437
77 137 38 357
Total non-current assets 77 166 38 357
Current assets
Current receivables
Receivables from Group companies 25 184 29 014
Current tax assets 10 0
Other receivables 14 0
Prepaid expenses and accrued income 12 10 0
25 218 29 014
Cash and bank balances 0 9 305
Total current assets 25 218 38 319
TOTAL ASSETS 102 384 76 676
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 2 9
Balance Sheet for the Parent Company
SEK thousands as of 31 December Note 2011 2010
EGET KAPITAL OCH SKULDER
Equity 13
Restricted equity
Share capital 1,000 shares 100 100
Total restricted equity 100 100
Unrestricted equity
Retained earnings 45 585 22 879
Profit for the year 9 476 53 172
Total unrestricted equity 55 061 76 051
Total equity 55 161 76 151
Non-current liabilities
Bank overdraft facility 16 4 837 0
Total non-current liabilities 4 837 0
Current liabilities
Trade payables 484 255
Liabilities to Group companies 20 601 0
Current tax liabilities 0 22
Other current liabilities 21 055 130
Accrued expenses and prepaid income 12 246 118
Total current liabilities 42 386 525
TOTAL EQUITY AND LIABILITIES 102 384 76 676
MEMORANDUM ITEMS
Pledged assets 18 57 587 37 720
Contingent liabilities 18 215 760 149 644
B R A I N V E S T – B E T T E R B U S I N E S S
3 0 – A N N U A L R E P O R T 2 0 1 1
Cash Flow Statement for the Parent Company
Ksek 2011 2010
Operating activities
Profit after financial items 9 655 52 955
Adjustments for non-cash items 2 886 -25 428
Income tax paid 0 0
Cash flow from operating activities
before changes in working capital 12 541 27 527
Decrease/increase in operating receivables 3 796 -19 246
Decrease/increase in operating liabilities 41 861 -15 243
Cash flow from operating activities 58 198 -6 962
Investing activities
Acquisition of subsidiaries -44 878 -6 800
Disposal of subsidiaries 2 575 25 557
Net investment in property, plant and equipment -37 0
Cash flow from investing activities -42 340 18 757
Financing activities
Dividend -30 000 -9 000
Net change in loans 4 837 0
Cash flow from financing activities -25 163 -9 000
CASH FLOW FOR THE YEAR -9 305 2 795
Cash and cash equivalents at beginning of year 9 305 6 510
Cash and cash equivalents at end of year 0 9 305
Unutilised overdraft facilities according to Note 163 0
Available cash and cash equivalents at end of year 163 9 305
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 3 1
Additional InformationAccounting policiesThe accounting policies applied comply with the Swedish Annual Accounts Act and the general recommendations of the Swedish Accounting Stand-ards Board. In the absence of general recommendations from the Account-ing Standards Board, guidance has been obtained in the recommendations of the Swedish Financing Accounting Standards Council and, where appro-priate, from the declarations of the Swedish Institute of Authorised Public Accountants (FAR SRS). In such case this is stated as a separate provision below.
Income Statement – Change in presentation formThe company has changed the form of presentation of the Income State-ment to the cost basis- The reason is that most of the companies in the Group apply this presentation form. In order to increase comparability the Income Statements for previous years have been adjusted.
Group financial statementsGeneral
The Group’s financial statements include subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or other-wise has a controlling influence.
Companies that are acquired or divested during the current year are recog-nised in the Group’s financial statements for the part of the year that the company was held by the Group.
The Group’s financial statements are presented on the basis of the acquisi-tion method. This entails that the assets and liabilities of acquired subsidi-aries are recognised at market value according to a completed acquisition analysis. If the acquisition value of shares in subsidiaries exceeds the estimated market value of the company’s net assets according to the acquisition analysis, the difference is recognised as goodwill. Amortisation of goodwill is based on the calculated economic useful life.
Translation of foreign subsidiaries
The current exchange rate method is applied to the translation of the total assets of foreign subsidiaries. This entails that the assets and liabilities of foreign subsidiaries are recognised at the exchange rates on the balance sheet date. Items included in equity are recognised at the exchange rates prevailing on the respective acquisition dates. All items of the Income State-ment are translated at the average exchange rates for the year. Translation differences are carried directly to Group equity.
Minority interests
The minority share of the Group’s net profit is recognised in the Income Statement for the Group. The minority share of subsidiaries’ equity is recog-nised in a separate item of the Group’s Balance Sheet.
Income recognitionGeneral
Income is recognised to the extent that the economic benefits are likely to accrue to the company, and the income can be calculated on a reliable basis.
Recognition of construction contracts and similar commissions
The company reports performed contracts – at fixed price and current ac-count – in accordance with the general principle of the Swedish Accounting Standards Board in BFNAR 2003:3.
The principle is called successive profit settlement and entails that income and expenses are recognised in the Income Statement as a ratio of the de-gree of completion of the contract. The degree of completion is determined on the basis of the actual project costs as a ratio of the calculated project costs of the entire contract. Recognised income comprises the degree of completion as a ratio of the total income calculated for the entire contract.
A precondition for successive profit settlement is that the outcome can be calculated on a reliable basis. For commissions for which the outcome can-not be calculated reliably, income equivalent to the actual costs is recog-nised. Expected losses are carried as costs as soon as they are known.
Construction contracts are recognised in the Balance Sheet project by project either as Recognised, but not invoiced income under current assets, or as Invoiced, but not recognised income under current liabilities. Projects with higher recognised income than invoiced are recognised as assets, while projects invoiced for more than recognised income are recognised as liabilities.
Recognition of propertiesProperties are stated at cost of acquisition less accumulated depreciation. The Group’s properties are recognised in the Balance Sheet as non-current assets.
For conversions the part of the investment that can be classed as mainte-nance is carried as a cost.
Recognition of income taxRecognised income tax includes current tax, adjustments concerning current tax in previous years, and changes in deferred tax. All current tax payable/receivable is valued at nominal amounts and in accordance with the tax rules and tax rates adopted or that have been announced and are very likely to be determined.
For items that are recognised in the Income Statement the related tax ef-fects are also recognised in the Income Statement. Tax is recognised di-rectly to equity if the tax is attributable to items that are recognised directly to equity.
Deferred tax is calculated according to the balance sheet liability method on all significant temporary differences between recognised and taxable values of assets and liabilities. The temporary differences arise mainly via untaxed reserves.
Deferred tax assets concerning loss carry-forwards or future tax deductions are recognised only to the extent that it is probable that the deductions can be settled against future taxable profit.
No deferred tax is recognised on temporary differences in properties as these are expected to be divested in a way that does not release taxation.
Due to the relation between recognition and taxation, the deferred tax liability on untaxed reserves is recognised in the parent company as part of the untaxed reserves.
InventoriesInventories are assessed at the lower of cost and realisable value. Deductions are made for obsolescence.
ReceivablesReceivables are stated at the amount that is estimated to be paid, based on an individual assessment.
Receivables and liabilities in foreign currencies Receivables and liabilities denominated in foreign currencies are stated at the exchange rates on the balance sheet date. If hedging transactions are used, such as forward foreign exchange contracts, the forward exchange rate is used.
Provisions and liabilities Liabilities are stated at acquisition cost subject to the customary reserva-tions for accrued costs. Provisions are made for known or probable risks based on individual assessment.
Financial income and expenses Financial income and expenses consist of interest income on bank depos-its, receivables and interest-bearing securities, interest expenses, distrib-uted income, and realised profits and losses on financial investments.
Interest income and interest expenses include accrued amounts.
B R A I N V E S T – B E T T E R B U S I N E S S
3 2 – A N N U A L R E P O R T 2 0 1 1
Intangible assets and property, plant and equipment Intangible assets and property, plant and equipment are recognised at cost less accumulated depreciation or amortisation and any impairment. Cost includes the acquisition price and the costs that are directly attributable to the asset for its installation and preparation for use in accordance with the purpose of its acquisition.
The gain or loss on the divestment or disposal of an asset is the difference between the sales price and the recognised value of the asset, after de-duction of direct sales costs. The incurred gain or loss is recognised as operating profit.
Depreciation and amortisation are based on original cost reduced by the calculated residual value equivalent to zero. Depreciation takes place on a straight-line basis over the assessed useful life of the asset:
Capitalised development expenses 3 yearsTrademarks 5 yearsGoodwill 5 -20 yearsBuildings 33 - 100 yearsSite improvements 20 yearsPlant and machinery 5 -10 yearsEquipment, tools and fixtures & fittings 4 -10 years
The term of amortisation of Group goodwill concerning acquired companies is 5-20 years as these acquisitions are assessed to represent long-term strategic value.
Financial risk managementInterest rate risk
Existing interest-bearing debt carries variable interest rates.
Currency risk
The activities are in principle exposed to certain transaction risks. The company does not normally use forward contracts or similar financial instruments.
Credit risk
The activities concern a large number of customers subject to varying credit terms. The company suffers very few customer losses, among other things due to credit controls and credit limits. The credit risk is assessed to be limited.
Liquidity risk
In recent years the company has reported large positive cash flows from the company’s activities. Completed investments have been financed with loans and own funds. Continuing sound profitability means that the liquidity risk is deemed to be low.
Definition of key figuresProfit margin
Profit after financial items as a percentage of net sales.
Interest coverage ratio
Profit after financial items increased by interest expenses via interest expenses.
Return on equity
Net profit as a percentage of equity.
Solvency including minority interests
Group equity + minority interests as a percentage of total assets.
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 3 3
The Parent Company’s sales are overall internal within the Group.
The Parent Company’s purchases from companies in the Group are SEK 278 thousand (SEK 46 thousand)
Note 1 Purchase and sale between Group companies
Note 2 Net sales per business area
Note 3 Personnel
The Group 2011 2010
Building activities 209 694 88 938
Production of plastic products 94 461 96 714
Trading of pet articles 353 626 333 935
Trading of decoration products 22 095 0
Planed timber mill 92 369 74 175
Property management 4 207 4 748
Manufacture of plastic components 335 399 320 189
Total 1 111 851 918 699
2011 2010
Average number of employees Number of whom women Number of whom women
Parent Company 2 0% 1 0%
Subsidiaries 515 33% 432 34%
Group, total 517 33% 433 34%
Gender distribution of the company management
Parent Company
Board of Directors 4 0% 4 0%
CEO and other company management 1 0% 1 0%
The Group
Board of Directors 22 14% 17 6%
CEO and other company management 9 11% 8 12%
Salaries and other remuneration Board of Directors and CEO
Other employees Board of Directors and CEO
Other employees
Parent Company 461 548 65 51
Subsidiaries 7 674 151 694 6 266 126 310
The Group, total 8 135 152 242 6 331 126 361
Invoiced directors’ fees are 460 610
Pension costs Board of Directors and CEO
Other employees Board of Directors and CEO
Other employees
Parent Company 89 71 89 0
Subsidiaries 1 283 8 262 1 233 8 366
Group, total 1 372 8 333 1 322 8 366
Other social security expenses All All
Parent Company 382 58
Subsidiaries 48 769 40 139
The Group, total 49 151 40 197
There are no outstanding pension obligations to the management of the Parent Company or the Group.
Notes
B R A I N V E S T – B E T T E R B U S I N E S S
3 4 – A N N U A L R E P O R T 2 0 1 1
2011 2010
Audit services Other services Audit services Other services
Parent Company
Mazars SET Revisionsbyrå AB 150 114 150 275
Subsidiaries
Mazars SET Revisionsbyrå AB 921 192 709 245
Other auditors 362 77 296 33
The Group, total 1 433 383 1 155 553
Audit services are the auditors’ statutory audit
Note 4 Audit fees
Note 5 Leasing fees
Group
2011 2010
Leasing fees total 9 729 9 754
Note 6 Profit from financial investments:
Parent Company
Profit from investments in Group companies 2011 2010
Anticipated dividend 11 875 28 362
Group contributions 1 993 0
Profit on divestment 1 335 25 428
Impairment -4 213 0
Total 10 990 53 790
Note 7 Tax on profit for the year
Group Parent Company
2011 2010 2011 2010
Tax effect Group contributions 0 0 -167 0
Current tax, tax for the year -5 139 -7 757 0 0
Current tax, tax in previous years 140 -17 0 0
Deferred tax 2 143 6 368 -12 217
Total -2 856 -1 406 -179 217
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 3 5
Note 8 Intangible assets
Group
2011 2010
Capitalised costs
Opening balance 486 486
Closing acquisition cost 486 486
Opening amortisation -454 -423
Amortisation for the year -32 -31
Closing amortisation -486 -454
Book value 0 32
Trademarks
Opening balance 5 231 4 466
Purchase 0 765
Closing balance 5 231 5 231
Opening amortisation -4 485 -4 377
Amortisation for the year -177 -108
Closing amortisation -4 662 -4 485
Book value 569 746
Goodwill
Opening balance 40 901 36 544
Purchase 24 670 5 226
Translation difference -14 -869
Closing balance 65 557 40 901
Opening amortisation -10 716 -7 742
Amortisation for the year -4 119 -3 142
Translation difference 13 168
Closing amortisation -14 822 -10 716
Book value 50 735 30 185
B R A I N V E S T – B E T T E R B U S I N E S S
3 6 – A N N U A L R E P O R T 2 0 1 1
Note 9 Property, plant and equipment
Group
2011 2010
Land and buildings
Opening balance 93 195 63 991
Acquisition of subsidiaries 35 0
Purchase 27 273 91 368
Sale -35 -62 164
Closing balance 120 468 93 195
Opening depreciation -12 022 -11 803
Acquisition of subsidiaries -34 0
Sale 34 1 628
Depreciation for the year -1 669 -1 847
Closing depreciation -13 691 -12 022
Book value 106 777 81 173
Costs incurred in property not owned
Opening balance 4 126 4 749
Purchase 0 22
Translation difference -30 -619
Reclassification 0 -26
Closing balance 4 096 4 126
Opening balance -3 087 -2 226
Depreciation for the year -1 041 -1 243
Translation difference 32 359
Reclassification 0 23
Closing depreciation -4 096 -3 087
Book value 0 1 039
Plant and machinery
Opening balance 152 944 147 135
Acquisition of subsidiaries 64 165 0
Purchase 14 986 6 085
Sale/disposal -8 407 -276
Closing acquisition cost 223 688 152 944
Opening depreciation -109 664 -101 804
Acquisition of subsidiaries -56 612 0
Sale/disposal 8 407 150
Depreciation for the year -8 652 -8 010
Closing depreciation -166 521 -109 664
Book value 57 167 43 280
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 3 7
Note 9 Property, plant and equipment, continued
Note 10 Investments in Group companies
Group Parent Company
2011 2010 2011 2010
Equipment, tools and fixtures & fittings
Opening balance 133 234 131 649 0 0
Acquisition of subsidiaries 10 856 0 0 0
Purchase 10 230 13 309 37 0
Sale/disposal -1 805 -10 550 0 0
Translation difference -71 -1 221 0 0
Reclassification 0 47 0 0
Closing balance 152 444 133 234 37 0
Opening balance -108 813 -111 456 0 0
Acquisition of subsidiaries -9 021 0 0 0
Sale/disposal 1 346 9 948 0 0
Depreciation for the year -8 874 -7 897 -8 0
Translation difference 43 639 0 0
Reclassification 0 -47 0 0
Closing depreciation -125 319 -108 813 -8 0
Opening impairment -36 -38 0 0
Translation difference 0 2 0 0
Closing impairment -36 -36 0 0
Book value 27 089 24 385 29 0
Parent Company
2011 2010
Opening balance 37 920 31 250
Acquisition 22 032 6 700
Shareholders’ contributions 12 213 0
New issue 10 000 0
Disposal -1 240 -30
Closing balance 80 925 37 920
Impairment for the year -4 213 0
Closing impairment -4 213 0
Book value 76 712 37 920
Information concerning subsidiaries
Company Name and Domicile Reg. no. Capital/Votes Number of Shares Book Value
Direct ownership
BAB Byggtjänst AB, Åstorp 556608-9669 90% 1 350 1 143
Fastighets AB 3Hus, Åstorp 556739-8010 100% 1 000 100
Draken i Reftele AB, Gislaved 556476-2093 100% 4 000 9 834
Dogman AB, Åstorp 556493-9519 95% 28 500 24 750
Olofssons Hyvleri AB, Vrigstad 556386-4668 100% 10 000 5 875
Konstruktions-Bakelit AB, Örkelljunga 556081-6653 71% 399 000 15 885
Vikingland AB, Åstorp 556304-6803 97% 10 700 10 875
Fastighets AB Västra vägen, Åstorp 556825-8650 100% 500 2 050
Fastighets AB Vårdsippan, Åstorp 556825-8635 100% 500 4 050
Gajadfastigheten i Åstorp AB, Åstorp 556826-1944 100% 500 50
Mässhallen i Åstorp AB, Åstorp 556838-8622 100% 500 50
Fastighets AB Bjuvstorp 6:42, Åstorp 556825-9070 100% 500 2 050
Total 76 712
The Parent Company’s book value of shares in subsidiaries has in certain cases been redistributed as a consequence of the transfer of activities between subsidiaries.
B R A I N V E S T – B E T T E R B U S I N E S S
3 8 – A N N U A L R E P O R T 2 0 1 1
Note 10 Investments in Group companies, continued
Note 11 Non-concluded construction work
Note 12 Accrued items
Group
2011 2010
Income recognised, but not invoiced
Recognised income for construction work in progress 100 957 13 500
Invoiced for construction work in progress -90 809 -12 684
Total 10 148 816
Income invoiced, but not recognised
Recognised income for construction work in progress -59 784 -34 664
Invoiced for construction work in progress 76 713 40 616
Total 16 929 5 952
Net construction work in progress -6 781 -5 136
Group Parent Company
2011 2010 2011 2010
Prepaid expenses and accrued income
Prepaid expenses 9 364 3 499 10 0
Accrued income 2 451 2 846 0 0
Total 11 815 6 345 10 0
Accrued expenses and prepaid income
Accrued personnel expenses 39 727 30 213 146 18
Accrued bonus to customers 1 840 2 199 0 0
Other accrued expenses 5 627 4 030 100 100
Prepaid income 1 038 1 023 0 0
Total 48 232 37 465 246 118
Information concerning subsidiaries
Company Name and Domicile Reg. no. Capital/Votes Number of Shares
Indirect Ownership
Dogman AS, Hagan, Norge 986 467 025 95% 100
Dogman Aps, Bröndby, Danmark 29 41 44 91 95% 125 000
Dogman OY, Åbo, Finland 2366900-6 95% 100
KB System AB, Örkelljunga 556306-9581 71% 1 000
KB Components UAB, Kaunas, Litauen 300 066 964 71% 10
Årevall Plast AB 556498-0885 71% 5 000
Parat-Bygg AB 556323-5406 90% 3 000
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 3 9
Note 14 Deferred tax assets/liabilities
The temporary differences have resulted in deferred tax assets and liabilities concerning the following:
Group Parent Company
2011 2010 2011 2010
Untaxed reserves -5 836 -7 191 0 0
Fixed assets -381 57 0 0
Other assets 1 787 370 0 0
Provisions 617 577 0 0
Loss 6 898 5 018 425 437
Of which blocked for taxation 392 392 220 220
Total 3 085 -1 169 425 437
Note 15 Other provisions
Group
2011 2010
Pensions 2 118 2 177
Other 2 650 0
Total 4 768 2 177
Note 16 Credit limits
Group Parent Company
2011 2010 2011 2010
Overdraft facility
Limit granted 98 903 56 912 5 000 0
Unutilised credit facility 15 609 28 718 163 0
Building credit facility
Limit granted 27 000 0 0 0
Invoice credit facility
Limit granted 23 460 20 000 0 0
Note 13 Equity
Group Share Capital Restricted Equity Unrestricted Equity
Opening balance 100 8 729 110 665
Dividend to shareholders -30 000
Translation difference -2 -121
Adjustments between restricted and unrestricted equity -1 989 1 989
Profit for the year 5 688
Closing balance 100 6 738 88 221
Parent Company Share Capital Unrestricted Equity
Opening balance 100 76 051
Dividend -30 000
Group contributions -633
Tax effect of Group contributions 167
Profit for the year 9 476
Closing balance 100 55 061
B R A I N V E S T – B E T T E R B U S I N E S S
4 0 – A N N U A L R E P O R T 2 0 1 1
Note 17 Non-current liabilities
Note 18 Memorandum items
Group
2011 2010
Loans falling due within 2-5 years 46 520 75 084
Loans falling due after 5 years 100 767 15 037
Group Parent Company
2011 2010 2011 2010
Pledged assets
Business mortgages 114 000 91 000 0 0
Property mortgages 137 250 102 650 0 0
Shares in subsidiaries 109 597 109 423 57 587 37 720
Mortgaged trade receivables 38 925 41 736 0 0
Other pledged assets 10 455 11 476 0 0
Capital insurance 1 554 1 554 0 0
Total pledges 411 781 357 839 57 587 37 720
Contingent liabilities
Guarantees for subsidiaries 0 0 215 760 149 644
Total contingent liabilities 0 0 215 760 149 644
Åstorp 2012-03-29
Stefan Andersson Lennart Gustavsson
CEO Chairman
Ulf Jonsson Jan Litborn
My audit report was submitted on 2012-03-29
Bo Matson
Authorised Public Accountant
A N N U A L R E P O R T 2 0 1 1 – 4 1
Audit Report
Report on the Annual Report and the Consolidated Annual Report
I have audited the Annual Report and Consolidated Annual Report of BrA Invest CKS AB for the year 2011. The company’s Annual Report and Consolidated Annual Report are presented on pages 20-40 of the printed edition of this document.
The responsibility of the Board of Directors and CEO for the Annual Report and Consolidated Annual Report
The Board of Directors and the Managing Director are responsible for the presentation of an Annual Report that presents a true and fair view in accordance with the Swedish Annual Accounts Act, as well as a Consolidated Annual Report that presents a true and fair view in accordance with the Swedish Annual Accounts Act, and for the internal controls deemed necessary by the Board of Directors and the Managing Director in order to present an Annual Report and Consolidated Annual Report that are free of material mis-statement, whether due to inaccuracies or errors.
Responsibility of the auditor
It is my responsibility to state an opinion concerning the Annual Report and the Consolidated Annual Report on the basis of my audit. I conducted my audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. These standards require that I comply with ethical business requirements and plan and perform the audit to obtain reasonable assurance that the Annual Report and the Consoli-dated Annual Report are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and other disclosures in the Annual Report and the Consolidated Annual Report. The auditor selects which measures to perform, among other things by assessing the risks of material misstatement in the Annual Report and the Consolidated Annual Report, whether due to inaccuracies or errors. In this risk assess-ment, the auditor considers the elements of the internal control that are relevant to how the company presents the Annual Report and the Consolidated Annual Report in order to present a true and fair view, for the purpose of performing the assessments that are appropriate in the circumstances, but not to state an opinion on the effectiveness of the company’s internal control. An audit also includes an assessment of the appropriateness of the accounting policies applied and their application by the Board of Directors and the Managing Director on preparing the Annual Report, as well as evaluating the overall presentation of the An-nual Report and the Consolidated Annual Report.
I consider the audit evidence I have obtained to be sufficient and appropriate as the basis for my opinion.
Opinion
I believe that the Annual Report and the Consolidated Annual Report are presented in accordance with the Annual Accounts Act and in all material respects present a true and fair view of the financial position of the Parent Company and the Group as of 31 December 2011 and of their financial results and cash flows for the year in accordance with the Annual Accounts Act. The Man-agement’s Review is in harmony with the other elements of the Annual Report and the Consolidated Annual Report.
I therefore recommend the Income Statements and Balance Sheets of the Parent Company and the Group for adoption by the Annual General Meeting.
Report on other statutory requirements and other provisions
In addition to my audit of the Annual Report and the Consolidated Annual Report I have also audited the proposal for allocation of the company’s profit or loss, as well as the management of BrA In-vest CKS AB for the year 2011 by the Board of Directors and CEO.
The responsibility of the Board of Directors and the CEO
The Board of Directors is responsible for the proposal for alloca-tion of the company’s profit or loss, and the Board of Directors and CEO are responsible for the management of the company in accordance with the Swedish Companies Act.
Responsibility of the auditor
On the basis of my audit, it is my responsibility to state an opinion with reasonable certainty concerning the proposal for allocation of the company’s profit or loss and on the management of the company. I conducted my audit in accordance with generally ac-cepted auditing standards in Sweden.
As the basis for my opinion on the Board of Directors’ proposal for allocation of the company’s profit or loss I have examined whether the proposal is in accordance with the Swedish Companies Act.
As the basis for my opinion concerning discharge of responsibility, in addition to my audit of the Annual Report and the Consolidated Annual Report I have examined significant decisions, measures and circumstances of the company in order to assess whether any member of the Board of Directors or the CEO has any indem-nification liability to the company. I have also examined whether any member of the Board of Directors or the CEO has otherwise infringed the Swedish Companies Act, Annual Accounts Act, or the company’s Articles of Association.
I consider the audit evidence I have obtained to be sufficient and appropriate as the basis for my opinion.
Opinion
I recommend that the Annual General Meeting adopts the dis-tribution of the profit in accordance with the proposal in the Management’s Review and grants the members of the Board of Directors and the CEO discharge of their responsibility for the financial year.
Helsingborg 2012-03-29
Bo Matson Authorised Public Accountant
To the Annual General Meeting of BrA Invest CKS AB Company reg. no. 556753-2501
B R A I N V E S T – B E T T E R B U S I N E S S
4 2 – A N N U A L R E P O R T 2 0 1 1
Lennart Gustavsson, born 1945Chairman since 2010
Education and professional experience: Pol. mag. (MA (Politics)) CFO and member of the Group Executive Board of Gunnebo AB, 1993 - 2007 CFO, Componenta AB, 1984 - 1992. Other financial management positions in Boliden AB and AB Bofors, 1970 – 1983
Current Board positions: Chairman of the Board of Reven AB, member of the Board of Nya Arvika Gjuteri AB.
Ulf Jonsson, born 1949Member of the Board of Directors since 2010
Education and professional experience: Higher Personnel Administrative Degree, University of Stockholm. Personnel Director, Gunnebo AB 2001-2006, AGA AB 1995-2000, Marabou AB 1990-1995, SAAB Personbilar 1986-1990, SAAB-SCANIA Enertech 1982-1986.
Jan Litborn, born 1951Member of the Board of Directors since 2010
Education and professional experience: Stockholm School of Economics, 1977-1980 LLM, University of Stockholm 1981 Attorney, Partner and Chairman of the Glimstedt law firm.
Current Board positions: Holds a number of Board and advisory positions in listed and unlisted companies in Sweden and abroad.
Stefan Andersson, born 1964Member of the Board of Directors and CEO since 2008
Education and professional experience: MSc (Eng), Mechanical Engineering, Master of Business Administration, CEO and President of BrA Invest since 2008, CEO of Gunnebo Troax AB and member of Gunnebo’s Executive Management Board, 2002-2008, Division Manager, Atlas Copco Secoroc, 2000-2002, Division Manager, Trelleborg Protective Products, 1996-2000, other management positions in ABB Stal, 1988-1996 in such locations as Finspång, North Brunswick, NJ, USA and Nurnberg, Germany.
Current Board positions: Chairman of the Boards of all subsidiaries of BrA Invest.
Johan Zaunders, born 1976Company Secretary to the Board of Directors, Secretary to the BrA Invest Board of Directors since 2010
Education and professional experience: MSc (Econ), CFO of BrA Invest since, 2010, CFO of the Cibes Lift Group, 2007-2010 Different positions in Sandvik Treasury, 2000-2007
Current Board positions: Member of the Boards of Directors of all subsidiaries of BrA Invest.
Auditor
Bo Matson, born 1952Authorised Public Accountant, Mazars SET Revisionsbyrå AB
Other audit responsibilities: Among others Marco Group, Stenbocken, Ulf Malmgren Gruppen, Godbiten
Alternate auditor
Rose-Marie Östberg, born 1963Authorised Public Accountant, Mazars SET Revisionsbyrå AB
Other audit responsibilities: Among others Öresundskraft, Helsingborgshem, HSB Nordvästra Skåne, Mäster Grön
Board of Directors and auditors
B R A I N V E S T – B E T T E R B U S I N E S S
A N N U A L R E P O R T 2 0 1 1 – 4 3
TH
OR
NR
EK
LA
MB
YR
Å 2
01
2
BrA Invest - Box 163 – SE-265 22 Åstorp - Tfn (+46) (0)42-509 60 - Fax (+46)(0)42-599 20 – Company reg. no.: 556753-2501 - www.brainvest.se