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2006 - Etman Distribusjon

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Financial statement <strong>2006</strong><br />

<strong>2006</strong><br />

<strong>Etman</strong> International ASA<br />

24.5.2007<br />

English version for information<br />

purposes only.


<strong>Etman</strong> International AS<br />

Organisation number 984 032 773<br />

THE BOARD OF DIRECTORS REPORT FOR <strong>2006</strong><br />

Operations and locations<br />

The company’s business idea is participation and investment in other companies, and<br />

manufacturing and trading of electrical products.<br />

The company’s registered office is in Gamle Eigerøysvei 87, Egersund, while the production<br />

of electrical products is located in Changzhou, China, by the subsidiary ETM Electrical Co.<br />

Ltd. The distribution in Scandinavia is handled by the daughter companies <strong>Etman</strong><br />

<strong>Distribusjon</strong> AS in Egersund (100 %), Sepo AS in Trondheim (100 %), and Etmas AB in<br />

Gnosjø, Sweden (100 %).<br />

ETM Electrical Co. Ltd is further controlling Jerry Ltd. (100 %) in Shanghai. Jerry Ltd. is a<br />

sales company for products manufactured at ETM Electrical Co. Ltd, and trading products.<br />

ETM Electrical Co. Ltd. also controls De Wei System Integration Co. Ltd (100 %), who<br />

distributes the company’s energy saving products in the Chinese market.<br />

In March 2007 <strong>Etman</strong> International AS acquired 100 % of the company Sepo AS in<br />

Trondheim. Sepo has for many years manufactured electrical boxes, temporary power support<br />

units etc. for the Norwegian electrical market. The company has 12 employees, and will<br />

forward serve the groups customers from Ålesund and further north in Norway.<br />

The environment<br />

The group activities have a marginal pollution effect on the external environment. The<br />

production in China is ISO 14001 certified. The group does not have any specific<br />

environmental program.<br />

Organisation and work environment<br />

The working environment in the company is regarded to be very good. Totally the company<br />

has 330 employees working in the manufacturing and sales in China, 3 persons in the mother<br />

company, 8 persons in <strong>Etman</strong> <strong>Distribusjon</strong> AS, one person in Etmas AB, and 12 persons in<br />

Sepo AS. The company is continuously strengthening the organisation according to<br />

requirement. Average number of employees during <strong>2006</strong> was 326 persons. In <strong>2006</strong> there have<br />

not been any accidents or injuries of any substantial character.<br />

The company has an objective being a working place with equality between the sexes. The<br />

company has established a policy preventing discrimination of sexes.<br />

At the end of <strong>2006</strong> the share of women working in the group was 80%. Within administration<br />

the women share was approximately 50%, while within the development department mainly<br />

men are employed. In the Board of Directors the women share is 33%, but this is expected to<br />

increase to 40% within the end of May 2007. As of date the company has not initiated any<br />

specific programs related to equality between the sexes.<br />

1


Year end financial report<br />

The market for the company’s products is judged satisfactorily both international and national<br />

in China. The group expects that future growth will take place both in China and in<br />

Scandinavia, through ETM Electrical Ltd, De Wei System Integration Co. Ltd, and in the<br />

Norwegian subsidiaries respectively.<br />

The year <strong>2006</strong> can be characterised as a year with high raw material prices like plastics and<br />

copper, and the company has increased the sales prices to maintain margins.<br />

At the end of <strong>2006</strong> the group’s short term debt was NOK 43 million, which is an increase of<br />

NOK 5,4 million from the previous year. The main reason for the increase in short term debt<br />

was the financing of land user rights in China. NOK 18 million of the short term debt is<br />

related to the Chinese entities were bank loans are renewed on a yearly basis.<br />

The equity at year end was NOK 36,7 million (42 %), the corresponding for 2005 was NOK<br />

34,9 million (45 %).<br />

The profit development in the company’s two main areas was in <strong>2006</strong> characterised by<br />

decreasing margins. This was mainly due to increased raw material prices, which was not<br />

fully compensated by increased prices in the market. This together with structural changes in<br />

the daughter company in Egersund, were the main reason for the decrease in profit from 2005<br />

to <strong>2006</strong>.<br />

The <strong>2006</strong> extent of R&D was insignificant, and was mainly related to specific customers (by<br />

order).<br />

Financial risk<br />

The group is exposed to changes in currency rates as parts of the company’s revenues are in<br />

foreign currency. The company has not entered any hedging contracts or other contracts to<br />

reduce the currency risk and the corresponding operational market risk of the company. The<br />

group is exposed towards foreign currency as it has investments in China.<br />

The company is also exposed to changes in the interest level, as the company’s debt has a<br />

floating interest. Changes in interest level may affect future investment possibilities.<br />

Credit risk<br />

The risk of the debtors’ financial ability to fulfill their obligations is regarded to be low,<br />

because previous losses on debtors have been insignificant..<br />

No arrangements on counterclaims or other financial instruments reducing the credit risk have<br />

been entered.<br />

Cash flow risk<br />

The company regards the cash flow situation as adequate, and no measures changing the cash<br />

flow risk has been made.<br />

.<br />

2


Cash situation<br />

The parent company has a cash//bank balance of NOK 128 000, corresponding for the group<br />

is NOK 8 490 000 as per 31.12.06. The net cash flow from operations for the group was NOK<br />

– 272 000. Additionally NOK 16 833 000 is employed in investment activities, while net cash<br />

flow from investment activities was NOK 9 203 000 mainly relating to changes in long term<br />

debt and bank credit. Unused overdraft facilities as per 31.12.06 was approximately NOK 8<br />

million, of which NOK 4 million was related to unused building loan.<br />

Company prospects<br />

The company is planning to apply for listing of the company shares at Oslo Axess the 3<br />

quarter in 2007. The main reason being easier access to human and capital sources. The Board<br />

sees this as an important element in order to be able to conduct the tasks, which is necessary<br />

for the further development of the distribution network, and creating an attractive working<br />

place.<br />

Management remuneration policy<br />

The main principle for the establishment of the remuneration packages for management is to<br />

offer leading personnel competitive remuneration causing continuity in the management,<br />

while the level at the same time reflecting an average of which is offered by comparable<br />

companies. Note 11 is specifying the remuneration for leading personnel. The Board of<br />

Directors plans to propose to the General Assembly in May 2007, a share option programme<br />

for leading personnel. The program which will be proposed will comprise of 230 000 shares.<br />

Corporate governance<br />

The Board implies that good Corporate Governance creates growth and stable values till the<br />

best for the owners, the employees, and other shareholders of the company. The Board is<br />

working consciously in order to strengthen the company’s thrust within all shareholders based<br />

on the Norwegian Recommended Corporate Governance law. In its work, the Board is aiming<br />

especially at treating all owners equally, keep a competent level in the company’s leading<br />

organs, independent auditors and that the company information releases always gives a<br />

correct picture of the operational reality. The Board seeks to secure that the company at all<br />

time has enough equity to fulfil the company’s strategy, goals and risks, besides that the<br />

administration and leadership of the company is taken care of in a sound and professional<br />

way.<br />

In connection with the planned listing of the shares there has been initiated a work in order to<br />

comply with all recommendations listed in the Norwegian Corporate Governance law. A full<br />

statement for each point under this, including any deviations, will be distributed at the<br />

company’s home pages.<br />

Going concern<br />

The Board of Directors and mamagement confirm that the financial statements has been<br />

prepared on the assumption of going concern.<br />

Yearly result and allocations<br />

In <strong>2006</strong> the mother company showed a loss of NOK 218 000, while the corresponding for the<br />

group was profit of NOK 2 073 000. Retained earnings for the parent company was NOK<br />

585 000.<br />

The Board proposes that the loss for the mother company is transferred to other equity.<br />

3


In the opinion of the Board of Directors the presented financial result and balance including<br />

the notes gives correct status of the activities and the company position yearend <strong>2006</strong>.<br />

Stavanger, 16. May 2007<br />

Jian Gang Xu Tommy Fjelde<br />

Chairman Board Member/ CEO<br />

Xu Chen Alf Aarthun<br />

Board member Board member<br />

__________________ __________________<br />

Jinghou Mou Marie Smith-Solbakken<br />

Board member Board member<br />

4


<strong>Etman</strong> International Group<br />

Note 17 - Conversion NGAAP - IFRS<br />

(Amounts in NOK 1000)<br />

Notes to the accounts for <strong>2006</strong><br />

The group has as from 01.01.2005 converted from Norwegian good accounting practice (NGAAP) to International Financial<br />

Reporting Standards (IFRS), see accounting principles note.<br />

A difference between previous accounts according to NGAAP and IFRS has been identified, as the classification of excess<br />

values related to the purchase of Wolfram AS in 2004 (Now <strong>Etman</strong> <strong>Distribusjon</strong> AS).<br />

According to NGAAP this excess value was totally allocated to goodwill. According to IFRS this is reclassified as value of<br />

customers relationship. Deferred tax is calulated according to IFRS.<br />

The effects of the conversion are shown in tables below<br />

Profit and Loss 2005 NGAAP Change<br />

IFRS<br />

Total sales 90 786<br />

Cost of goods sold 56 032<br />

Salaries & social cost 9 347<br />

Depreciation 4 972<br />

Other operating costs 9 763<br />

Total operating expenses 80 115<br />

Result of operations 10 671<br />

Financial expenses (1 100)<br />

Profit before taxes 9 571<br />

Taxes 2 655<br />

Result of the year 6 916<br />

(1) Related to deferred tax on depreciation of customers relationshi<br />

-<br />

-<br />

-<br />

-<br />

(412)<br />

412<br />

90 786<br />

56 032<br />

9 347<br />

4 972<br />

9 763<br />

80 115<br />

10 671<br />

(1 100)<br />

9 571<br />

(1) 2 243<br />

Balance pr 31. december 2005 NGAAP Change<br />

IFRS<br />

Fixed assets<br />

Intangible fixed assets<br />

Deferred tax asset 415<br />

Customer relations 0<br />

Land rights 2 880<br />

Goodwill 8 759<br />

Total intangible assets 12 054<br />

Tangible fixed assets<br />

Total tangible fixed assets 14 843<br />

Total fixed assets 26 897<br />

Current assets<br />

Inventory 12 966<br />

Dedtors<br />

Total Debtors 17 551<br />

Bank, Deposits, cash 16 393<br />

Total current assets 46 910<br />

Total assets 73 807<br />

(1) Excess value related to customers relationship<br />

(2) reclassification of goodwill to customers relationshi<br />

7 328<br />

12 737 (1)<br />

415<br />

12 737<br />

2 880<br />

(8 759) (2) -<br />

3 978<br />

16 032<br />

3 978<br />

-<br />

3 978<br />

14 843<br />

30 875<br />

12 966<br />

17 551<br />

16 393<br />

46 910<br />

77 785


<strong>Etman</strong> International Group<br />

Balance pr 31. december 2005<br />

Equity<br />

Paid in Capital<br />

Total paid in capital 36 183<br />

Retained earnings<br />

Other Etquity (1 677)<br />

Min. Interest -<br />

Total Equity 34 506<br />

Debt<br />

Long term debt<br />

Debt to financial institutions 1 500<br />

Deferred tax -<br />

Total long term debt 1 500<br />

Short term debt<br />

Trade creditors 16 886<br />

Overdraft 12 723<br />

Public duties 1 546<br />

Tax payable 1 929<br />

Other short term debt 4 717<br />

Total short term debt 37 801<br />

Total debt & Equity 73 806<br />

(1) Result effect of change deferred taxes related to depreciation of customers relationsh<br />

(2) Deferred tax telated to customers relationship<br />

412<br />

412<br />

3 566<br />

3 566<br />

-<br />

3 978<br />

Notes to the accounts for <strong>2006</strong><br />

36 183<br />

(1) (1 266)<br />

-<br />

34 917<br />

1 500<br />

(2) 3 566<br />

5 066<br />

Balance pr 1. january 2005 NGAAP Change<br />

IFRS<br />

Fixed assets<br />

Intangible fixed assets<br />

Deferred tax asset 884<br />

Customer relations -<br />

Land rights 2 861<br />

Goodwill 10 230<br />

Total intangible assets 13 975<br />

Tangible fixed assets<br />

Total tangible fixed assets 12 538<br />

Financial fixed assets<br />

Aksjer og andeler 100<br />

Total Financial fixed assets 100<br />

Total fixed assets 26 613<br />

Current assets<br />

Inventory 9 582<br />

Dedtors<br />

Total Debtors 21 707<br />

Bank, Deposits, cash 6 805<br />

Total current assets 38 094<br />

Total assets 64 707<br />

(1) Excess value related to customers relationship<br />

(2) reclassification of goodwill to customers relationshi<br />

16 886<br />

12 723<br />

1 546<br />

1 929<br />

4 717<br />

37 801<br />

77 785<br />

14 208 (1)<br />

884<br />

14 208<br />

2 861<br />

(10 230) (2) -<br />

3 978<br />

17 953<br />

3 978<br />

-<br />

3 978<br />

12 538<br />

100<br />

30 591<br />

9 582<br />

21 707<br />

6 805<br />

38 094<br />

68 685


<strong>Etman</strong> International Group<br />

Balance pr 1. januar 2005<br />

Equity<br />

Paid in Capital<br />

Total paid in capital 35 494<br />

Retained earnings<br />

Other Equity (10 742)<br />

Min. Interest -<br />

Total Equity 24 752<br />

Debt<br />

Long term debt<br />

Debt to financial institutions 2 317<br />

Deferred tax (0)<br />

Total long term debt 2 317<br />

Short term debt<br />

Trade creditors 13 737<br />

Overdraft 7 031<br />

Public duties 2 987<br />

Tax payable -<br />

Other short term debt 13 883<br />

Total short term debt 37 638<br />

Total debt & Equity 64 707<br />

(1) Deferred tax telated to customers relationship<br />

-<br />

-<br />

3 978<br />

3 978<br />

-<br />

3 978<br />

Notes to the accounts for <strong>2006</strong><br />

35 494<br />

(10 742)<br />

-<br />

24 752<br />

2 317<br />

(1) 3 978<br />

6 295<br />

Equity reconceliation NGAAP Change<br />

IFRS<br />

Equity pr 01.01.2005 24 752<br />

Sales own shares 690<br />

Min. Interests corrected 208<br />

Currency deviations 1 940<br />

Result of the year 6 916<br />

Calculated Equity pr 31.12.2005 34 506<br />

Actual Equity pr 31.12.2005 34 506<br />

-<br />

412<br />

412<br />

412<br />

13 737<br />

7 031<br />

2 987<br />

-<br />

13 883<br />

37 638<br />

68 685<br />

24 752<br />

690<br />

208<br />

1 940<br />

7 328<br />

34 917<br />

34 917

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