ANNUAL REPORT 2007 - BE Group

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ANNUAL REPORT 2007Annual report 2007BE GROUP   1

ContentsFinancial reportsInterim reports and the annual reportare posted on the BE Group website atwww.begroup.com. Printed material mayalso be ordered online. Current information is published on www.begroup.comand is available via Cision.Highlights 2007 . . . . . . . . . . . . . . . . . 4Message from the CEO . . . . . . . . . . . 6The BE Group share . . . . . . . . . . . . . . 8Mission, objectives and strategies . . . . 11BE Group’s role in the value chain . . . 12Market, products and services . . . . . . . 14BE Group overview . . . . . . . . . . . . . 18Sweden business area . . . . . . . . . . . . . 20Finland business area . . . . . . . . . . . . . 22CEE business area(Central and Eastern Europe) . . . . . . . 24Environment . . . . . . . . . . . . . . . . . . 27Employees and organization . . . . . . . 28Financial statementsManagement report . . . . . . . . . . . . .Financial statements and notes . . . . . .Audit report . . . . . . . . . . . . . . . . . . .Corporate governance report . . . . . .Board of Directors . . . . . . . . . . . . . .Group management . . . . . . . . . . . . .Key data . . . . . . . . . . . . . . . . . . . . .30387677828486Annual general meetingBE Group is a Swedish public limited liability company.The company was formed and registered under Swedish law under the name BE Group AB (publ), companyregistration number 556578-4724. The registered officeis in Malmö, Sweden.All figures are in SEK thousands unless otherwisestated. Figures in parentheses refer to 2006 unless otherwise stated. Market information is based on BE Group’sassessment, if no other source is given. Assessments arebased on the best available factual information. The official annual report is published in Swedish and is translated to English.This report contains forward-looking information.While BE Group’s management believes this information is reasonable, no warranties are given, whetherexpressed or implied, that these expectations will proveaccurate. Actual future outcomes may vary from the statements in forward-looking information due to factorsincluding changes in economic, market and competitiveconditions, changes in legal requirements and otherpolitical measures and fluctuations in exchange ratesThe annual general meeting of shareholdersin BE Group will be held Tuesday, April23, 2008 at 4 p.m. at Luftkastellet inMalmö. Notices concerning registrationfor the meeting and the agenda will beprovided in press releases and publishedwell in advance of the meeting on theBE Group website (www.begroup.com).BE Group’s audited annual accountswill be available on the website and at thehead office on Spadegatan in Malmö afterMarch 20, 2008. Shareholders whoseholdings are nominee registered musttemporarily register their shares under theirown names (“direct registration”) by April17, 2008. Shareholders should request thecustodian to temporarily change theregistration well in advance of the meeting.RegistrationThe company must receive notice of intentto attend the general meeting by April 17,2008 at 4:00 p.m., CET. The notice may besent by letter to Annika Ternström, BE GroupAB, Box 225, 201 22, Malmö, Sweden,submitted online at www.begroup.com, orby phone, 46 40 38 42 00. The notice muststate the shareholder’s name, personal orcompany registration number, address andtelephone number, as well as the detailsconcerning the shareholder’s proxy, if any.DividendReporting dates in 2008Interim report January-March: April 23Interim report April-June: July 17Interim report July-September: October 22Year-end report 2008: February 20092   Annual report 2007BE GROUPRecord day for entitlement to dividendsis April 28 and dividends are scheduled fordistribution on May 2. The Board ofDirectors and Chief Executive Officer areproposing a cash distribution to shareholdersof SEK 3.50 per share, corresponding to50% of profit after tax.

BE GROUP – Excellent service in steelBE Group AB is a leading European tradingand service company in steel, stainless steeland aluminium. The company providesprocessing and distribution, which makesthe business a value-creating link betweensteel producers and industrial users.The company has about 10,000 customers, primarily within the constructionand engineering sectors. The company’ssales in 2007 were SEK 7.7 billion.BE Group was forged in 1999 throughthe merger of a Swedish company foundedin 1885 in Malmö, Bröderna Edstrand, anda Finnish company founded in 1868 inViborg, Starckjohann Steel. The companyhas been listed on the OMX NordicExchange Stockholm, since November 24,2006.BE Group has three business areasorganized according to the geographicalmarkets of Sweden, Finland, and Centraland Eastern Europe (Estonia, Latvia,Lithuania, Poland, Russia, Slovakia, CzechRepublic and Denmark). As of 2007,BE Group also has a presence in the Asianmarket with a representation and purchasingoffice in Shanghai, China. Sweden andFinland are BE Group’s largest markets, butthe Central and Eastern Europe businessarea is in an expansive growth phase.BE Group has about 1,000 employeesand the head office is in Malmö, Sweden.Annual report 2007BE GROUP   3

Året i korthetHighlights 2007Financial performance BE Group is reporting higher underlying1)earnings and margins than in 2006. Net sales increased during the year by14.5 % to SEK 7,650M (6,681) withtonnage growth of 1.1%. Operating profit totalled SEK 510M (550). Underlying EBITA was SEK 552M(474) and the underlying EBITA marginwas 7.2% (7.1).Net sales, SEKBnQuarterly and rolling 12 months“Underlying” refers to the outcome excludingexceptional items and adjusted for inventory gains/losses. See glossary on page 88.1) Profit after tax of SEK 353M (395). Earnings per share after dilution wereSEK 7.06 (7.60). Underlying earnings pershare after dilution increased to SEK 7.58(6.46). Proposed dividend to shareholders ofSEK 3.50 per share (3.50).EBITA, SEKMRolling 12 monthsEBITA, 0.042005Quarter123420061232007R124   Annual report 2007442005EBITABE GROUP12342006Underlying EBITA12320074-5001000412005EBITA R1223200641232007Underlying EBITA R1240

Året i korthetSIGNIFICANT EVENTSMarket BE Group has implemented a commonname and brand in all markets. The CEE business area (formerly NewMarkets) is reporting continued tonnagegrowth and sales increased by 24% toSEK 780M (627). The service strategy was expandedduring the year and a decision was takento intensify development of the serviceproposition by means including investments and acquisitions.Investments Continued investments were made inFinland and other business areas to respondto steadily increasing demand for processedproducts. A decision has been taken to develop theGroup IT platform and implement a newcorporate business system over a period ofthree years.Organization The restructuring of the Swedishbusiness is complete and has improvedservice, enhanced efficiency and reducedcapital tied-up. Corporate product supply was centralizedin early 2008 to strengthen supplier relationships and technical expertise and streamline product flows and capital management.The Group opened a representation officein Shanghai to facilitate purchasing andmonitor Asian steel markets.Significant events afterthe end of the year Acquisition in the Czech Republic hasstrengthened BE Group’s presence inCentral Europe. Agreement with ArcelorMittal to form ajoint venture within thin plate processingto strengthen competitiveness in theSwedish market.Annual report 2007BE GROUP   5

Message from the CEOMessage from the CEOWith this annual report, BE Group takesstock of its first full year as a listed company and I am pleased to report that theGroup performed very well in 2007: Despite the turbulence in the stainlesssteel market, BE Group is reportingearnings on par with 2006 and the company’s best underlying earnings ever. Service sales rose steadily during the yearand the service component of total sales(including materials) was 34% for the fullyear, up from 32% in 2006. The company finalized two structuraltransactions shortly before and after theend of 2007 to strengthen the Group’spresence in several geographical marketsand our opportunities to further increasethe service component of sales.The company’s performance in 2007resulted in BE Group’s attainment of mostof its financial targets and strategic objectives. BE Group has continued to streamline and restructure operations, whichcontributed to keeping costs down. Wecan also report that BE Group’s returns areoutperforming the other internationallylisted companies in the steel trading sector.The favourable trend was buoyedby the strong economy, which broughthealthy demand and rising prices for steel.STRATEGY FOR GROWTHI would like to highlight a few of the factorsunderlying the Group’s performance in2007, which I expect to continue drivingBE Group’s growth in the years ahead.The most important is the strategy adopteda few years ago. Briefly, it establishes thatBE Group will expand primarily in Centraland Eastern Europe and enhance the6   Annual report 2007BE GROUPservice proposition to bolster thecompany’s growth, competitiveness andlong-term profitability. BE Groupexpanded the strategy during the year andresolved to redouble efforts to develop theservice proposition through investments,acquisitions and other actions in all markets.In line with Group strategy, thecompany pursued several acquisitionprojects in 2007. BE Group acquired acompany with an extensive servicebusiness, Czechprofil s.r.o. in the CzechRepublic. In January 2008, BE Groupentered into an agreement to acquire 50percent of ArcelorMittal SSC Sverige ABand form a joint venture with ArcelorMittalwithin thin plate in the Swedish market.Both transactions will strengthenBE Group’s market positions and give thecompany the capacity to further increasethe service component of sales.BE Group’s expanding serviceproposition makes it possible for customersto focus more on their core businesses andreduce costs and capital tied-up. Ultimately,it is a matter of helping them becomemore productive and more profitable.This will also achieve several advantagesfor BE Group: We generate growth. By providing servicesin addition to products, BE Group istargeting a new market that is bigger thanthe steel market itself. We enhance profitability. Providing valuecreating services forges the conditions forhigher margins than can be achieved bytrading alone. We create stability. We tie closer relationships with our customers as we soften theimpact of fluctuating prices for raw materials.Håkan Jeppsson,President and ChiefExecutive Officer

Message from the CEO“BE Group is going to sharpen focus on service to strengthenthe company’s competitiveness, profitability and growth.”I believe the strong business focus thatimbues BE Group is one of the company’ssuccess factors. It is the product ofBE Group’s very long tradition as a tradingcompany, but also a result of the deliberatereinforcement of the company’s skills inrecent years. In the last year alone,BE Group has hired several new employeeswith key technical skills acquired in theindustrial sector. BE Group also providedcomprehensive employee training,centralized and strengthened corporateproduct supply with talented businessprofessionals, both men and women, whoare new to the company.BE Group changed the names of all subsidiaries in 2007 and launched a commonbrand for the Group. The move is anexpression of ongoing efforts to developBE Group’s operations in ten countries intoan integrated, multinational corporationthat delivers high capital and cost efficiency.also experienced difficulties maintainingquality standards for on-time shippingduring the final phase of the comprehensiverestructuring in Sweden. But BE Group hasmade investments, added additional shiftsin production, and progressively improvedthe situation. Capacity will be furtherincreased in early 2008.I had also expected a better profitabilitytrend for operations in Central and EasternEurope. The primary reason the companydid not attain the goal is that BE Grouphas not achieved sufficient size in certainmarkets. There were also costs foroperational build-up, including in Russia,and for acquisitions. With the ongoingexpansion, the company is increasingcritical mass and the service componentof sales that boosts profitability. I expectBE Group to achieve strong profitabilityin Central and Eastern Europe as wellwithin a few years.all of which impede overall assessment.With this uncertainty taken into account,BE Group expects demand in Sweden andFinland to remain relatively high duringthe first half of 2008. BE Group expectscontinued strong demand in Central andEastern Europe, but as in 2007, the trendis expected to be somewhat weaker in theBaltic countries. The acquisition in theCzech Republic is expected to enhancegrowth and profitability.In the next few years, BE Group isgoing to sharpen focus on service tostrengthen the company’s competitiveness,profitability and growth. This will involvestepping up investments in productionequipment and new skills to create highervalue for BE Group and its customers.Another key task – when the opportunitypresents itself – will be additional strategicacquisitions.Increased production capacityOutlook 2008Malmö, March 2008Nevertheless, I am not completely satisfiedwith the Group’s performance when Icompare the outcome for 2007 to plansand expectations. The inventory build-upbecame too large during the summer asdemand began to wane. The situationwas exacerbated when many customersdelayed their orders as stainless steel pricestumbled. While the trend was by nomeans easily predictable, the company stillshould have handled the situation moreskillfully. But it is important to understandthat the company has a duty to customersto ship materials regardless of short-termswings in the market.The strong demand for service alsobrought capacity shortages in some areasof the Finnish operations. The companyGenerally speaking, BE Group expectsa stable market with healthy demand in2008. The International Iron and SteelInstitute (IISI) is forecasting an increaseof 7% in total steel consumption duringthe year. Moreover, rising prices for rawmaterials are indicating a strong marketand relatively high steel prices once againin 2008.However, BE Group’s markets arecharacterized by greater uncertainty,which makes it difficult to assess theGroup’s performance for the full year of2008. Future trends in BE Group’s mainmarkets will be affected by factors such aspresumed lower industrial growth, generally higher inventories, the alloy surchargetrend and trends in the construction sector,Håkan JeppssonPresident and Chief Executive OfficerAnnual report 2007BE GROUP   7

The BE Group shareThe BE Group shareThe Group operates in all markets underthe name BE Group. The company waslisted on the OMX Nordic ExchangeStockholm on November 24, 2006.corresponding to 147% of total issuedshares. Average daily trading volume was294,235 shares, equivalent to SEK 24Mbased on the average daily price.Share capitalOwnership structureBE Group has authorized capital of50,000,000 shares, each carrying onevote. Total share capital in BE Group onDecember 31, 2007 was SEK 102.0M(102.0).BE Group had 9,168 shareholders on December 31, 2007. Nordic Capital throughTrenor Holding Ltd was the largestshareholder. Other principal shareholdersare listed in the table on the followingpage. Total institutional ownership (legalpersons) was 84% on December 31, 2007.At year-end, 48.4% of BE Group wasowned by foreign shareholders. Ownership structure data was obtained from VPC.Incentive scheme20072006The 2007 AGM voted in favour of theBoard’s proposal to establish a share savingsscheme (“Share Savings Scheme 2007”) forabout 30 key executives. Aimed at enablingBE Group AB’s provision of MatchingShares in accordance with the ShareSavings Scheme, the AGM also resolved toauthorize the Board to decide, on one ormore occasions prior to the 2008 AGM, toacquire and transfer a maximum of 332,500treasury shares.During the year, BE Group repurchased120,000 shares at an average price of SEK78.45 as part of Share Savings Scheme2007.Earnings per share7.067.90Share performanceUnderlying earnings per share7.586.72Diluted earnings per share7.067.60Underlying earnings pershare after dilution7.586.46Equity per share17.0213.28Equity per share after dilution17.0213.28Proposed dividend per share3.503.506.15.057.7570.508.29.3Key data(SEK unless otherwise stated)Direct return, %Price quoted on Dec. 29,last price paidP/E ratio, multiple8   Annual report 2007BE GROUPThe price quoted for the BE Group shareon December 28, 2007, the last tradingday of the year, was SEK 57.75 (70.50).The highest price paid in 2007 of SEK 104(71) was noted on July 12 and 13. Thelowest price paid was noted on November21, at SEK 48.80 (59.75). The pricequoted on February 29, 2008 was SEK62.50, corresponding to an increase of 8%since January 1. During 2007, 74 millionshares in BE Group were traded on theOMX Nordic Exchange Stockholm,Dividend policyAccording to the Group dividend policy,BE Group will distribute at least 50% ofprofit after tax to shareholders, if justifiedby the Group’s financial position andoutlook. For the 2007 financial year, theBoard of Directors and CEO are proposing a cash dividend to shareholders of SEK3.50 per share, corresponding to 50% ofprofit after tax.Analyst coverageBE Group stock is monitored particularlyby analysts at Carnegie, Handelsbankenand Swedbank.

The BE Group shareShareholders by category on December 31Principal shareholders on December 31NAMEShares%10,300,76420.60CBLDN-IF Skadeförsäkring AB2,492,4004.98Swedbank Robur2,347,4864.69Morgan Stanley & Co. Inc.2,050,8804.10AMF Pensionsförsäkrings AB1,800,0003.60AMF Pension Funds1,395,1352.79BNY GCM Client Accounts (e) ISG1,322,2002.64Caceis Bank1,304,8002.61Aktie-Ansvar 01.500.05%Winterthur Europe, Assurances SA607,5001.225.79%Alpine Total Dynamic Dividend FND600,0001.20CategoryShares held% of issued capitalFinancial firms12,641,13525.28%Banks17,8170.04%Securities firms and fund brokers1000.00%Fund managers6,327,33312.65%Insurance companies and pension institutions5,358,78510.72%Pension funds937,1001.87%Other financial firms7,5000.02%Social insurance funds553,0231.11%Swedish government555,2001.11%Local government sector62,8260.13%Swedish county councils16,4000.03%Interest organizations969,1451.94%Humanitarian and trade union organizations944,5451.89%Religious communities24,600Other Swedish legal persons2,895,574Trenor Holding LtdOdin FundsGoldman Sachs International LtdHandelsbanken Pension FundNon-categorized legal persons278,5520.56%Jeppsson, Håkan572,2501.14Shareholders domiciled abroad24,217,83748.44%AXA Belgium550,0001.10Swedish physical persons7,842,37615.68%Fourth Swedish National Pension Fund501,2001.00Amagerbanken A/S488,4300.98Livförsäkrings AB Skandia487,2000.97Ridderstråle, Carl-Erik455,6030.91Ernström Finans AB441,2000.88Horstmann, Per365,2880.73Nordea Bank Finland 916,903,72433.8150,000,000100.00Share distribution on December 312.9%SEK100Svenska Handelsbanken S.A.Länsförsäkringar 11-

Interim report April-June: July 17 Interim report July-September: October 22 Year-end report 2008: February 2009 FinanCial reports Interim reports and the annual report are posted on the BE Group website at www .begroup .com . Printed material may also be ordered online . Current informa-ti

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