2006 - Etman Distribusjon
2006 - Etman Distribusjon
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