1. business and industrial
2. energy
3. electricity

ANNUAL REPORT 2013
contents
CONTENTS
2013 in brief
3
Key dates in 2014
3
CEO’s statement
5
Opcon’s organization
6
Opcon Group in 2013
7
Waste Heat Recovery: SRM
8
Waste Heat Recovery: Opcon Powerbox
11
Opcon Marine12
Bioenergy: Saxlund & SRE
13
Service, installation and aftermarket
16
Opcon in 2014 and beyond
17
Corporate governance report
20
Board of Directors
23
Senior executives and auditors
24
Auditor’s statement on corporate governance 25
Directors’ report
26
Consolidated income statements
29
Consolidated balance sheets
30
Changes in consolidated shareholders’ equity
32
Consolidated cash flow statements
33
Notes, Group
34
Parent company’s income statements
51
Parent company’s balance sheets
52
Changes in parent company’s shareholders’ equity 53
Parent company’s cash flow statements
53
Notes, Parent company 54
Signatures of the Board and President
59
Auditors’ report
60
5-year summary
61
Definitions
63
Addresses
63
OPCON GROUP IN BRIEF
Opcon is an energy and environmental technology Group that develops,
produces and markets systems and products for eco-friendly, efficient
and resource-effective use of energy. Opcon is a leader in a number of
technical areas within energy and environmental technology.
The Group focuses on the following areas: compressor technology,
electricity generation based on waste heat, bioenergy-powered heating
and CHP plants, pellets plants, handling systems for biomass, sludge
and other recycling activities, handling systems for natural gas, industrial
cooling, flue gas condensation, treatment of flue gases and air systems
for fuel cells.
Opcon has activities in Sweden, Germany and the UK. There are
around 150 employees. The company’s shares are listed on Nasdaq OMX
Stockholm.
OPCON’S BUSINESS CONCEPT
Opcon is an energy and environmental technology Group that develops,
produces and markets products and systems for eco-friendly, efficient and
resource-effective use of energy for customers active in the process and
manufacturing industries, electricity and power generation, timber and
forest industry, greenhouse cultivation and shipping.
OPCON’S OBJECTIVES
The Group shall generate good and sustainable profitability and aim for
growth in order to create long-term growth in value for shareholders,
create value for customers and provide a workplace where employees can
develop.
OPCON’S VISION
Opcon’s vision is to be actively involved in building a society beyond
oil dependency. With high-technology products and services Opcon
will actively contribute to global development towards a more energyeffective and eco-friendly society.
2
OPCON ANNUAL REPORT 2013
2013 in brief & important events after the end of the period / calendar 2014
2013 IN BRIEF
• Sales for remaining business were SEK 278.8 million (316.9 m).
• Operating earnings (EBIT) for remaining business were SEK –52.7
million (–186.4 m).
• The loss after tax was SEK –62.5 million (–248.5 m).
• Earnings per share attributable to parent company shareholders were
SEK –0.19 (–1.89).
• Swedish Rotormaskiner (SRM ) signed a development agreement
with the refrigeration technology company Snowman of China, for the
development of a modern, high-pressure compressor for eco-friendly
industrial pumps, based on SRM’s innovative and proven compressor
technology.
• Opcon signed a contract with E.ON Värme Sverige AB for the installation of the company’s new, steam-driven Opcon Powerbox WST-CU
(Wet Steam Turbine – Condensing Unit) at E.ON’s district heating plants
in Sollefteå for the production of sustainable electricity from one of
two biomass boilers. The plant is expected to produce over 4 GWh of
electricity per year. Commissioning is planned for summer 2014.
• Opcon signed an agreement to continue development and extend
cooperation with MAN Diesel & Turbo SE. The agreement is the next
step in the collaboration that began in 2011 and aims to exploit the
opportunities available to combine Opcon’s technology for energy efficiency and production of electricity from waste heat with MAN Diesel
& Turbo’s market-leading diesel engines for reduced fuel consumption
and reduced emissions.
• Fujian Snowman Co., Ltd., China, acquired a ten percent share in
• To continue bringing the companies closer together, and after consultation with the Snowman, Opcon’s Board co-opted Wendy Lin as a
representative of Snowman on Opcon’s Board of Directors.
• As part of efforts to strengthen the company’s financial position
IMPORTANT EVENTS AFTER THE
END OF THE PERIOD
Opcon after taking a private placement of 34,441,415 shares in Opcon
at SEK 0.78 per share. The deal lays the foundation for continued
development of strategic cooperation to take Opcon’s technology into
the Chinese market.
Opcon performed a directed issue of 12,087,454 shares at SEK 0.59 per
share to GEM Global Yield Fund Limited.
• Bill Tunbrant, former member of Opcon Board of Directors, was
elected by the AGM as new chairman of Opcon. Bill Tunbrant has broad
business experience in China, among other areas.
• Enerji installs it's first Opcon Powerbox in Australia.
• Opcon’s wholly owned subsidiary, Saxlund International GmbH,
won an order worth SEK 25 million for material handling equipment
to E.ON’s new biomass power plant in Gardanne, France. The power
plant will have an installed capacity of 125 MW and is the largest single
biomass project so far in France.
• Opcon started a Group-wide programme to coordinate European
activities within bioenergy to generate annual savings of SEK 30 million.
Saxlund will be the umbrella organization for bioenergy activities with
around 80 employees at operations in Sweden, Germany and the UK.
• Opcon conducted a private placement of 30,000,000 shares in Opcon
at SEK 0.57 per share with Snowman of China that will strengthen the
companies’ strategic cooperation in taking Opcon’s technology to the
Chinese market.
• As part of efforts to further strengthen the company’s financial
position Opcon directed a private placement of 4,385,965 shares at
SEK 0.57 per share to GEM Global Yield Fund Limited. The total number
of shares in Opcon after registration of this new issue and previous
rights issues to the Snowman is 378,800,110.
KEY DATES IN 2014
• The Annual General Meeting will be held at
4 p.m. on 6 May 2014 at the IHM premises,
Warfvinges väg 39, ground floor, Stockholm. Information about the conditions for
participation at the meeting can be found
at www.opcon.se/Finansiell info/Stämmor/
Årsstämma 2014-05-06
• The Q2 report for 2014 will be published on
26 August 2014
• The Q1 report for 2014 will be published on
6 May 2014
• The Q3 report for 2014 will be published on
11 November 2014
OPCON ANNUAL REPORT 2013
3
4
OPCON ANNUAL REPORT 2013
CEO’S COMMENTS
A DEEPENING OF RELATIONS WITH CHINA IN FOCUS
During the year our focus was on obtaining
improvements in operating profit. Continued
cost adjustments, a better purchasing
structure and improved internal coordination
produced results and established a platform
for continuous improvement. Sizeable
repayments of interest-bearing debt over the
past 18 months have meant that the Group
no longer has any long-term interest-bearing
liabilities.
Meanwhile, 2013 and the start of 2014
have seen liquidity tensions, and the
underlying rate of improvement has not been
strong enough to boost profits and cash flow
sufficiently. Continued savings measures are
therefore being implemented and I expect us
to further reduce our overheads by an annual
rate of around SEK 30 million, of which we will
see around SEK 20 million achieved in 2014.
In business terms, our internationalisation
efforts have continued, and this has been an
important reason why our operating margin
in current business activities improved so
considerably compared with 2012.
A great focus has been on China and
deepening our relationship with Fujian
Snowman of China, which has emerged as
one of the Group’s most important customers
in recent years. For Opcon, Snowman’s
involvement and the collaboration that has
begun means that we expect to receive more
development assignments from Snowman
within the cooling compressor segment for a
long time in the future. To further reinforce
the partnership, Snowman became the second
largest shareholder in Opcon in the spring
of 2013 through a directed placement of
shares. Snowman increased this shareholding
at the start of 2014. We are also discussing
expansion and the forms for cooperation
in other areas of the Chinese market that
interest Opcon. One such area is compressor
technology/Waste Heat Recovery and Opcon
Powerbox.
The development, industrialisation and
internationalisation of Opcon Powerbox
continues, with marine test operation
progressing well. We have now gone
through the expensive development phase
to a large extent and are now entering the
commercialisation phase.
In Sweden, demand is being impacted
Even though risks remain, the turn-around
has clearly begun during the year. With the
additional measures now being taken and with
new business deals we hope to make large
steps forward in 2014 and return the company
to profit.
negatively by currently low electricity
prices. Markets with higher electricity prices
outside Sweden will therefore have greater
importance. Throughput periods for this type
of business are long, however, which means
that continuous marketing is decisive for
success. Financing is also a crucial component
for this business both in Sweden and abroad.
We do expect to make significant steps
forward in the commercialisation of Opcon
Powerbox in 2014 which should include new
orders.
In bioenergy our situation improved during
the year with both our German and UK
operations reporting profits. There is still some
way to go, however, and we are implementing
further measures to strengthen the whole
bioenergy business and turn our Swedish
operation back into profit.
Internationalisation is crucial in this regard.
In the Baltic States the licensing business with
Axis progressed very well during the year.
We are also seeing more activity on other
key markets such as the UK. In Sweden, too,
the market is picking up although there is
still intense competition, difficult conditions
and a lack of financing, which is why we
are looking to move resources into more
promising markets. To boost results and cash
flow and reduce the financial risk, Opcon has
made a strategic decision to focus on smaller
incineration plants, handling systems, flue gas
condensers and the aftermarket.
Better coordination of the European
bioenergy business will create the conditions
for more successful projects and greater
profitability through coordinated purchasing.
Stockholm 8 April 2014
Rolf Hasselström
President and CEO
OPCON ANNUAL REPORT 2013
5
OPCON GROUP ORGANIZATION
OPCON AB
Stockholm, Sweden
RENEWABLE ENERGY BUSINESS AREA
COMPRESSOR TECHNOLOGY/
WASTE HEAT RECOVERY
BIOENERGY
Primary business companies
Primary business companies
SRM
Svenska Rotor Maskiner AB
Stockholm
SAX
Saxlund Bioenergy AB
Stockholm
OES
Opcon Energy Systems AB
Stockholm
Saxlund
International GmbH
Germany
Boxpower AB
Stockholm
Saxlund
International Ltd.
The UK
SRE
Svensk Rökgasenergi AB
Stockholm
Opcon has businesses in Sweden, Germany and the UK.
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OPCON ANNUAL REPORT 2013
opcon GROUP in 2013
OPCON GROUP IN 2013
Sales for remaining business for the JanuaryDecember period were SEK 278.8 million
(316.9 m). Operating earnings (EBIT) were
SEK –52.7 million (–186.4 m). Operating
earnings include non-recurring costs of a total
SEK 28.5 million, of which SEK 20.8 million
was in Q4 and SEK 7.7 million costs in Q2
for penalties and other delay costs in a large
Swedish bioenergy project. The operating loss
excluding non-recurring items was SEK –24.2
million (–79.2 m).
The loss after tax was SEK –62.5 million
(–248.5 m). Earnings per share attributable to
parent company shareholders were SEK –0.19
(–1.89).
As part of the work to achieve positive
operating earnings for the Group a
large savings programme is now being
implemented. This savings programme is
expected to achieve annual savings of around
SEK 30 million. The effect in 2014 is estimated
at around SEK 20 million.
The programme will run across the entire
Group in Sweden and abroad with the main
focus within bioenergy. Three quarters of
the programme is now being implemented,
resulting in lower personnel costs, lower costs
for external consultants, IT and administration
and reduced financing costs.
Even though sales and earnings improved,
especially in the second half of the year,
the investment cycle on European markets
continued to be at a significantly lower level
than before the financial crisis, while orders
received remained weak.
Higher licensing income from
China
The decisive factor behind the improvement in
2013 was the development within compressor
technology/Waste Heat Recovery where
savings combined with sales on markets
outside Europe were decisive. Sales have
climbed strongly in India and not least China,
where sales of compressor development for
Fujian Snowman Co., Ltd. of China made
an important contribution. In the year as a
whole, sales of development for Snowman
almost tripled and exceeded SEK 30 million.
Opcon has acted as advisor in the construction
of Snowman’s new plant in Fuzhou, where
limited production of compressors developed
at SRM, Opcon’s Center of Excellence,
has now started. This means that Opcon
expects to see the first licence revenues
from Snowman to start flowing in 2014 as
planned. Licence revenue from Snowman is
also expected to grow gradually year on year
and should exceed SEK 100 million over the
coming ten years.
The development, industrialisation and
international expansion of Opcon Powerbox
continues and an important agreement has
been signed regarding the installation of
Opcon Powerbox at E.ON’s district heating
plant in Sollefteå, Sweden. At the planned
level of operation, the expected production
at the plant is around 4 GWh of electricity per
year with commissioning set for the summer
of 2014.
Progress has been made on the highly
interesting Australian market where, after
some delay, Enerji Ltd. has shown with its first
installation of Opcon Powerbox in Australia
that the plant performs as calculated. It is also
clear that the new management team at Enerji
is performing much better on sales, financing
and cost-control than before and this success
can have large significance for Opcon.
Intensified collaboration with MAN
On the marine side, tests have been delayed
by the recession, meaning that the reference
ship has mostly been operated at half capacity
and the Opcon Powerbox ORC installation
thereby could not be tested as planned during
normal operation, which has also meant
extending the tests into 2014. The tests of
the Opcon Powerbox WST installation, which
is not optimized in the same way for normal
operation, have meanwhile been very good.
With experience from the test installations,
Opcon and world-leading engine producer
MAN Diesel & Turbo have agreed to continue,
develop and deepen the collaboration that the
parties have initiated.
New programme of measures
Following the changes made at the start of the
year, the situation in the bioenergy business
has improved even though past history,
previous problems and the tough competitive
situation in Sweden continue to be a burden.
Both the UK and German operations reported
profits in Q4 and for 2013 as a whole. Further
measures are now being taken to strengthen
the complete bioenergy business and turn the
Swedish operation back into profit.
An extensive new programme of efficiency
measures is now being implemented. Opcon’s
European bioenergy structure is being changed
to reinforce synergies, reduce costs, achieve
better coordination and boost sales. Resources
are being concentrated more on the UK market
and on a series of focus product areas and
customer groups with key account managers
working across boundaries. Meanwhile the
strategic efforts continue to achieve more
aftermarket business and fewer projects with
shorter execution periods which will contribute
to better cash flow and reduced risk.
Bioenergy collected at Saxlund
In Sweden where the bioenergy business
has been weak even though there has been
gradual improvement, additional measures
are being taken that include reducing the
focus in Sweden in favour of increased
internationalisation. The number of Swedish
subsidiaries in the bioenergy area is being cut,
with Opcon Bioenergy AB being closed down
after Saxlund Bioenergy AB has taken over the
personnel and business. Opti Energi’s workshop
and office in Ängelholm are being closed.
Administration in Sweden is being coordinated
with Opcon’s other Swedish business to
achieve further efficiency. Saxlund will become
comprehensively the core of the Group’s focus
on bioenergy both in Sweden and abroad.
Internationally, the special sales office that
Opcon Bioenergy established in France is being
closed and instead the French market will be
dealt with in terms of product areas and key
account managers for Saxlund in Sweden, the
UK and Germany, who have shown themselves
to be more successful and much more costeffective. New partnerships are also being
negotiated. Resources are also being assigned
to develop the growing licensing business in
the Baltic States, which in 2013 reported sales
of around SEK 10 million with good margins.
Further savings are being made regarding
the management structure. Meanwhile the
entire bioenergy business is being organised
under one shared umbrella in Saxlund with
subsidiaries and operations in Sweden,
Germany and the UK with over 80 employees
and over 50 years of experience in the
industry.
The efficiency measures will mean that nonrecurring costs of around SEK 13.2 million will
affect results in 2013.
OPCON ANNUAL REPORT 2013
7
COMPRESSOR TECHNOLOGY / WASTE HEAT RECOVERY: SRM & OPCON’S CENTER OF EXCELLENCE
WORLD-LEADER FORMS BASE FOR OPCON’S
ENERGY AND ENVIRONMENTAL TECHNOLOGY
Opcon’s Center of Excellence, Svenska Rotor
Maskiner (SRM) in Nacka, Sweden, is the
world’s leading technology development
centre for screw compressor technology, screw
compressors and screw expanders.
Together with other Opcon companies and
customers, SRM develops unique solutions
and new types of compressors. One special
competitive advantage is the possibility to
manufacture in small series.
SRM’s solutions increase efficiency for
industrial processes and often mean less
environmental impact.
Opcon’s Center of Excellence offers:
• Leading development
• Calculations and engineering design
• Laboratory
• Quick time to market
• Production, including short-series production
• Prototype production
• Assembly and advanced test activity
• Global licence production
• Unique energy and gas handling systems
• A wide range of technical industrial service
for compressors and gas handling systems
SRM, Svenska Rotor Maskiner AB, now Opcon’s Center of Excellence for compressor development, was
formed in 1908 to develop a new invention, the twin-rotating steam turbine.
For 106 years – since 1908 – SRM has
played a crucial role in the Swedish and
international development of a series of
famous industrial products, especially twinrotating steam turbines, air pre-heaters, screw
compressors and screw expanders.
Around 90% of all screw compressors
produced today across the world are made
by companies that have received technology
licences from Svenska Rotor Maskiner, SRM.
MARKETS
• Oil & gas
• Petrochemicals
• Chemicals and plastics
• Industrial cooling
• Air supply for fuel cells
• Cars and aircraft
SRM’s screw compressor technology is the base for
Opcon Powerbox ORC and Opcon Powerbox WST,
which produce electricity from low-grade waste heat.
Read more about Opcon Powerbox on page 11.
8
OPCON ANNUAL REPORT 2013
waste heat recovery
OPCON ANNUAL REPORT 2013
9
COMPRESSOR TECHNOLOGY / WASTE HEAT RECOVERY: SRM & SNOWMAN
Fujian Snowman Co. Ltd.,
a refrigeration technology
company, has its main plant
in Fuzhou, Fujian province
in south east China. Snowman has built a new plant
for manufacturing compressors developed by Opcon in
Nacka, Sweden. Snowman
sells its products under
the brand Snowkey Ice
Systems.
PANTON DIC 138S
COLLABORATION WITH SNOWMAN
CONTINUES
In 2013 the strategic collaboration between
Opcon and Snowman, a Chinese listed
company active in refrigeration technology,
became increasingly closer. During the year
Snowman became a 10% owner of Opcon,
and following a directed issue of 30 million
shares in February 2014 Snowman increased
its ownership in Opcon further.
A representative of Snowman, Wendy
Lin, was co-opted onto the Opcon Board of
Directors.
Snowman has also built an entirely
new plant for manufacturing compressors
10
OPCON ANNUAL REPORT 2013
developed by Opcon. The assessment is that
the future license revenues from Snowman’s
production in the period 2014-2024 will
exceed SEK 100 million. In 2013 alone, sales
of compressor technology to Snowman tripled
and were worth more than SEK 30 million.
For Opcon, Snowman’s commitment and the
collaboration between the two companies
means that Opcon expects to receive further
compressor development assignments from
Snowman over a long period as Opcon
continues to strengthen its own capabilities.
The trust developed by the two companies
means that further expansion is being
discussed in other areas where the Chinese
market is of great interest for Opcon. One
such example is Waste Heat Recovery and
Opcon Powerbox.
COMPRESSOR TECHNOLOGY / WASTE HEAT RECOVERY: OPCON powerbox
COMPLETE SYSTEMS FOR CARBON-FREE ELECTRICITY
PRODUCTION FROM LOW-GRADE WASTE HEAT
The energy for industrial processes, a large part
of global electricity generation and incineration
of waste, among other sectors, is not fully used.
Instead a lot of energy becomes waste or surplus
heat, which is only sometimes utilised and then
not fully.
In addition to energy losses and reduced
system efficiency, additional electricity energy is
required to cool down surplus heat.
In process industries as much as 20-50% of
the energy used is wasted.
There are significant economic and environmental benefits if energy can be used more
efficiently and waste heat can be recycled. In
the US, it is calculated that available waste
heat in industrial processes more than matches
total electricity production from all renewable
energy sources in the country.
When discussing recycling of waste heat it
is common to classify the heat by temperature,
with high temperatures given higher value due
to more energy being involved. Waste heat
below around 230°C is usually seen in this context as low-value waste heat, because it cannot
be converted to the same extent into electrical
or mechanical energy.
The base for Opcon’s growth platform within
energy and environmental technology has
primarily been based on improved energy efficiency with a focus on technology that utilizes
low-value waste heat.
Based on its proprietary Lysholm turbine,
Opcon develops, industrializes and commercializes two different systems for generating
electricity:
Opcon Powerbox ORC (Organic Rankine
Cycle), which produces electricity from water
at temperatures as low as 55 °C, and Opcon
MARKETS
• International marine
• Process industry and heavy
industry
• Heating and power production
• Forest industry and biofuel
• Diesel generator and off-grid
electricity
Powerbox WST (Wet Steam Turbine), which
produces electricity from saturated steam with
no overheating, providing clear advantages
compared with traditional turbines.
E.ON INSTALLS
OPCON POWERBOX
E.ON ‘s district heating plant in Sollefteå, Sweden, serves around 450 subscribers, mostly
companies and apartment buildings, in central Sollefteå. After installation of Opcon Powerbox for production of electricity, the facility will become a CHP plant.
E.ON Värme Sverige AB is installing Opcon’s
new, steam-driven Opcon Powerbox WST-CU
(Wet Steam Turbine – Condensing Unit) at
E.ON’s district heating plant in Sollefteå, Sweden, for the production of sustainable electricity
from one of two biofuel-powered boilers. The
plant is expected to produce over 4 GWh of
electricity per year. The WST-CU model from
Opcon includes, in addition to the turbine, a
condenser module, where the steam after the
expansion turbine is condensed into hot water
at the desired temperature and utilised in the
district heating network for increased efficiency.
The deal, which converts the district heating
plant to a cogeneration plant, is for engineering, procurement and construction (EPC). E.ON
signed a three-year lease and has the option to
purchase the facility. E.ON is also investing in a
rebuild and adaptation of the district heating
plant in Sollefteå to optimize it for electricity
generation with Opcon Powerbox. Commissioning is planned for summer 2014.
OPCON ANNUAL REPORT 2013
11
COMPRESSOR TECHNOLOGY / WASTE HEAT RECOVERY: opcon marine
ENHANCED ENERGY EFFICIENCY AND ELECTRICITY
PRODUCTION FOR INTERNATIONAL SHIPPING
One area where energy efficiency and
electricity generation using Opcon Powerbox
is of special interest is the international
shipping sector, which today accounts for
around 90% of world trade.
Waste heat recovery is currently viewed as
one of the most promising areas in shipping
for reducing fuel consumption and carbon
emissions.
Opcon is currently concentrating efforts
on the development and adaptation of its
technology for electricity generation based
on waste heat for marine applications, where
the aim is to offer fuel savings of 5-10% and
corresponding reductions in emissions.
On top of its collaboration with Wallenius
Marine, which included approval from Lloyd’s
Register in 2012 of the reference and test
installations of two Opcon Powerboxes (one
ORC and one WST), Opcon has also begun
collaborating with MAN Diesel & Turbo SE
regarding marine applications of Opcon
Powerbox technology.
This collaboration aims at exploiting
opportunities to combine Opcon’s technology
for increased energy efficiency and production
of electricity from waste heat with MAN
Diesel & Turbo’s market-leading diesel engines
that reduce fuel consumption while cutting
emissions.
Using experience from the first two marine
versions of Opcon Powerbox connected to
a two-stroke MAN B&W 8S60ME-C engine
onboard a Wallenius vessel, Opcon and MAN
Diesel & Turbo reached agreement in 2013 to
extend their collaboration.
Opcon Powerbox is Opcon’s proprietary
product for generating new, carbon-free
electricity primarily from waste heat and
surplus heat at temperatures as low as 55°C,
or from saturated steam. Opcon Powerbox
can be installed in the process industry,
combined heating and power plants, large
diesel units or large ships and can produce up
to 6,000 MWh per year.
The first reference plant with both an Opcon Powerbox WST and an Opcon Powerbox ORC has been
installed on board one of the new Wallenius LCTC vessels. Fuel savings are expected to amount to 4-6%,
but the potential in other installations is expected to be 5-10%.
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OPCON ANNUAL REPORT 2013
BIOENERGY: CO-GENERATION & BIOFUEL PLANTS
Falbygdens Energi’s new co-generation plant in Falköping, Sweden, for district heating
and electricity generation, is the first plant in the Nordic region to use ORC technology for
electricity production. The plant burns wood chips, bio-oil and briquettes. This investment
is part of Falköping’s efforts to become an ecologically sustainable municipality. Saxlund
has supplied and installed equipment to the plant.
CUSTOMISED SOLUTIONS
ENSURE HIGHEST RELIABILITY
Opcon’s business in the bioenergy sector covers
a wide range of product portfolios, with activities in Sweden, Germany and the UK.
Under the Saxlund brand, Opcon offers everything from design of complete co-generation
(combined power and heat) plants, to proprietary handling systems and incineration plants.
Saxlund supplies first-class and well-tested
incineration technology and can offer the cus-
tomer a tailored solution of the highest quality
that will ensure reliable operation and low life
cycle costs.
The incineration chamber is the heart of an
energy system. Saxlund produces the most
efficient and eco-friendly incineration system
on the market.
Plants that convert biofuel into energy must
meet strict technical, environmental and eco-
MARKETS
• Co-generation plants
• Biomass & pellets industry
• Timber industry & sawmills
nomic requirements. Saxlund has extensive
knowledge within the bioenergy industry and
owns several patents for system designs.
The market for pellets is expanding strongly
across the globe. Saxlund is a leading supplier
within pellets production, supplying everything
from individual machines to Turn-Key plants.
OPCON ANNUAL REPORT 2013
13
BIOENERGY: MATERIAL HANDLING
TECHNOLOGY LEADER IN MATERIAL HANDLING
Saxlund has a broad range of products within
material handling for bioenergy plants as well
as recycling of ash, sludge and slag handling.
Waste handling is a growing sector internationally, partly due to the reduced amount of
waste being sent as landfill, with recycling and
incineration preferred instead. Within Opcon’s
bioenergy business the company supplies
market-leading handling systems under the
Saxlund brand.
Since it banned landfill at the start of the
21st century, Germany has led development
of Waste to Energy solutions and Saxlund has
established itself as the technology leader in
sludge handling. Waste sludge is dried and
used as biofuel for production of renewable
energy.
Saxlund is the also a prominent supplier in
material handling and pellets production.
E.ON ‘s new bioenergy power plant in
Gardanne, France, “Provence 4 Biomass”,
which will be commissioned in 2014 will have
an installed capacity of 125 MW and is the
largest single biomass project so far in France.
Saxlund International delivers a complete system for fuel handling with a series silos, bar
feeders, transport and separation systems.
It is expected that the plant will improve the
regional CO2 balance by about 600,000 tonnes
a year.
MARKETS
• Biomass & pellets industry
• Waste treatment
• Recycling & other industry
Saxlund has supplied sludge handling equipment for the construction of Käppalaverket in Lidingö, close to Stockholm, one of the worlds most efficient
wastewater treatment plants. The new sludge handling system has been designed according to the ‘Sludge to Truck’ concept where Saxlund’s slide frame is
a crucial ingredient. The system provides better working conditions, improved
logistics for transport, easier management, lower energy consumption and
reduced maintenance costs.
The delivery includes five sludge silos with total gross volume of 700 m3
equipped with the original Saxlund slide frame. The concept is the same one
that Saxlund used in the UK in their delivery to Anglian Water, which is the largest water and wastewater treatment company in England and Wales. Saxlund
has now received orders for delivery to five Anglian Water treatment plants.
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OPCON ANNUAL REPORT 2013
bioenergY: FLUE GAS CONDENSATION & TREATMENT OF FLUE GASES
Flue gas condensation at the E.ON
district heating plant in Sollefteå,
Sweden, which was supplied by
Svensk Rökgasenergi, SRE. In 2014
this equipment will be supplemented
with Opcon Powerbox for production of sustainable electricity from
one of the two biofuel-powered boilers, which will convert the heating
plant into a cogeneration plant.
FLUE GAS CONDENSATION REDUCES
EMISSIONS AND BOOSTS INCOME
In all incineration processes some of the energy content is lost as waste or surplus heat. In
biofuel power plants, for example, the smoke
emitted from the chimney often reaches temperatures of up to 230 °C.
Svensk Rökgasenergi, SRE, is a leader in
energy efficiency and treatment of flue gases.
The Renergi GK flue gas condenser is at the
heart of System Renergi. This simple technology has special features that enable profitable operation. The product range contains a
standardised range of boiler outputs from 1.5
MW to 30 MW that have so far been sold for
boilers ranging from 1 MW up to 63 MW in
13 countries. Customers are district heating
plants, sawmills, pellets manufacturers and
various types of industrial users – including
greenhouses – in Sweden, the Nordic region
and the rest of Europe.
For a district heating plant, the Renergi GK
flue gas condenser increases energy efficiency
by up to 20-25% depending on the fuel and
operation and means that fuel consumption
and emissions can be significantly reduced.
In more and more countries, industry is
meeting increased demands to treat particles
MARKETS
• District heating &
co-generation plants
• Greenhouses
• Sawmills & pellets
industry
in waste gases. SRE’s flue gas condenser is an
extremely robust and reliable system that ensures low emissions while the energy that goes
lost in the flue gas is recycled. Payback in this
investment is normally less than three years
and particle purification is part of the bargain.
OPCON ANNUAL REPORT 2013
15
SERVICE, INSTALLATION and aftermarket
SERVICE THAT BOOSTS
PROFITABILITY FOR CUSTOMERS
Opcon has extensive capacity for servicing,
including maintenance operations and spare
parts supply. The Group has its own service
organizations in both the bioenergy sector, via
Saxlund, and in Waste Heat Recovery/Compressors, via Opcon Energy Systems (OES).
Saxlund’s service and maintenance covers
material handling, biofuel and district heating
plants and flue gas condensers.
The OES aftermarket department performs
servicing and maintenance of Opcon Powerbox installations, compressors and cooling
systems.
Maintenance means profitability
It is essential that installations and facilities are
checked and maintained regularly to ensure
that high efficiency is maintained and emission
levels comply with legal requirements. Preventive maintenance reduces the total cost for an
installation and prevents breakdowns.
Regular servicing ensures high performance
and better energy efficiency at district heating
plants and plants operating flue gas condensers.
Saxlund provides inspection and fine-tuning
during the operating season, and professional
audit services during the summer stop.
Often it is the small efforts that keep a
plant operating at its best, such as fine-tuning
boilers, regular replacement of nozzles and
cleaning of the heat exchanger in the flue gas
condenser.
Simple procedures can reduce fuel costs and
flue gas emissions.
Service and maintenance normally lead
directly to improved profitability, while the
equipment is enhanced and the life of the
plant increases. In addition, the risk of accidents or damage is reduced or eliminated.
Experience and breadth
Opcon has established a significant breadth of
accomplishment thanks to its long experience
and the customers it serves around the world.
Deliveries in the aftermarket are made to heating plants and sawmills in Sweden, sewage
treatment plants in Europe, chipboard factories
in Asia, paper mills in Latin America, and many
other facilities.
No orders from customers are too complicated or small – whether it’s an order for a
cell feeder with a capacity of several hundred
cubic metres or just a small but vital packing
sent in the post.
OPCON’S SERVICE OFFERING
• Fast supply of spare parts
• Telephone support 24/7/365
(for contract customers)
• Service and maintenance
on site
• Status updates before
maintenance work
• Optimisation of plants for incineration, flue gas condensation
and material handling
• Well-equipped service vehicles
with qualified staff
• Three workshops
• Maintenance contracts of
various kinds
• Programming support
• Fast and smooth
communication
• Extensive spare parts
inventory
• Consulting during
reconstructions
• Updated spare parts package
Famous Swedish Marabou chocolate
is manufactured at Mondelez Sweden AB in Upplands Väsby, Sweden.
SRM has supplied the heat pump for
the cooling system at the factory.
Peter Westerlund (right), SRM’s aftermarket manager, and SRM technician
Leif Johansson check the pump.
16
OPCON ANNUAL REPORT 2013
OUTLOOK FOR 2014 AND BEYOND
A MORE INTERNATIONAL BUSINESS FOLLOWING
MARKET GROWTH OVERSEAS
As recently as 2000, energy consumption in
China was half of what it was in the US. Today
the IEA considers that China has exceeded the
US as the world’s largest energy consumer and
that demand in China, especially for electricity, is continuing to rise. Over the next 20-25
years, the IEA expects China to add further
capacity to generate electricity equivalent to
joint production in the US and Japan. Chinese
energy production is highly dependent on fossil fuel. The country uses as much coal as the
rest of the world combined.
The price of energy
For Opcon, which focuses on energy efficiency
and bioenergy, higher energy prices will mean
greater demand for the company’s technology.
It also means that markets outside Sweden,
which has traditionally had low energy prices,
are of great interest.
Rising energy prices have been a global
Biomass for electricity and heating
Biomass has a special place among renewable
fuels. Sweden has a unique position globally
as over 60% of our energy used to generate
System price for electricity in Nordic region
90
EUR/MWh
Source: Nord Pool Spot, Nasdaq/OMX Commodities, Swedish energy
Nord Pool, system price
Week
Month
Quarter
Year
80
70
60
50
40
30
20
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
0
1999
10
1998
It is clear that global demand for energy is
increasing significantly. This is primarily due
to a combination of population growth and
rising prosperity. The UN forecasts that the
world’s population will climb from 5.3 billion
in 1990 to around 8.5 billion in 2035. Those
are remarkable figures, even though the rate
of increase by the end of this period will slow
to almost half of what it was over the past 20
years. The International Energy Agency (IEA)
predicts that overall global demand for energy
will rise by two thirds from 2011 to 2035, of
which most will be in non-OECD countries, led
by China and India.
It is clear that major efforts will be required
to meet targets for limiting global warming.
heating comes from renewable energy sources, mostly biomass. Meanwhile, combined
production of electricity and heating based on
biomass continues to grow and in many cases
is already competitive with fossil fuel. The IEA
forecasts that global demand for bioenergy
for electricity production will almost triple
between 2011 and 2035. Of key significance
for expected growth in Europe are targets to
increase the share of renewable energy set
by the EU and individual states. Perhaps the
greatest growth in electricity production based
on biomass is expected in the UK, where
Opcon operates through a subsidiary. The EU
Commission and the UK’s National Renewable
Energy Action Plan forecast that electricity
production from solid biomass will climb in the
UK by 270% from 2010 to 2020.
China the largest energy user
1997
Greater demand for energy
Today, the energy sector accounts for two
thirds of all global emissions of greenhouse
gases. The need to restrict emissions from fossil fuel sources such as coal and oil, together
with rising demand, are expected to result in
significant increases in energy prices over time.
Meanwhile there are large regional differences
in both demand and prices for energy.
1996
Ten years ago, Opcon set the framework for its
strategic move into energy and environmental
technology based on Opcon’s history and skills
within technology for lean, energy-efficient
development. Opcon saw that increasing demand for energy due to population increases,
economic growth and supply problems in
meeting this demand with clean, safe energy
would prompt strong market growth.
OPCON ANNUAL REPORT 2013
17
OUTLOOK FOR 2014 AND BEYOND
Electricity prices for industry in Europe
70-150 GWh, including network costs and taxes (Jan-June 2013)
0,25
18
OPCON ANNUAL REPORT 2013
Source: Eurostat, Swedish energy
0,2
0,15
0,1
0
European Union
Euro area
Lithuania
Luxembourg
Malta
Bosnia and...
Montenegro
Sweden
Norway
France
FYROM
Bulgaria
Finland
Croatia
Greece
Romania
Estonia
Slovenia
Netherlands
Belgium
Turkey
Spain
Poland
Austria
Latvia
Portugal
Ireland
Slovakia
Czech Republic
United Kingdom
Germany
Hungary
Italy
Denmark
Cyprus
0,05
Energy efficiency is key to an
ecologically sustainable future
Price development for coal, oil and natural gas
(Index 1996=100, USD)
Source: World Bank, Swedish energy
700
Crude Petro Average
Coal Average
Natural gas, US
Natural gas, Europe
LNG, Japan
600
500
400
300
200
100
Several of the systems, such as Opcon Powerbox ORC and WST, have global potential.
The key component at the heart of Opcon
Powerbox is the Lysholm turbine, developed
at Opcon’s Center of Excellence for screw
compressor technology, Svenska Rotor Maskiner, SRM. One of the main competitive ad-
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
1996
1995
1994
1993
1992
0
1990
The decisive factor in meeting demand for
energy in a sustainable manner is the efficiency with which energy is consumed. The
IEA estimates that up to 2035 as much as two
thirds of the economic potential in increased
energy efficiency is so far going unexploited
and that therefore economically necessary
measures could be implemented that would
reduce energy demand by a volume equivalent
to the entire oil production of Russia and Norway combined.
One area that has special importance with
regard to energy efficiency is the recycling of
waste heat. In industrial processes and within
a large part of the world’s electricity production the energy involved is not being fully
utilised. Instead, large portions of this energy
are being converted into heat and either being
wasted or not used. According to the IEA, only
a third of the energy used to generate electricity eventually becomes electricity. The rest
becomes heat.
Opcon has concentrated significant resources into developing systems that offer different
alternatives for utilising waste and surplus
heat. These include systems for district heating, for drying biomass, for electricity production, or a combination, depending on what
best suits the customer. Opcon has directed its
products onto the part of the market that is
usually labelled low-grade waste heat, at temperatures below 230 °C.
EUR/kWh
1991
trend since 2000. The financial crisis and the
wide-scale economic downturn that followed
did however mean a significant fall in prices
from the high level in the summer of 2008.
Energy prices have partly recovered, with the
average price of Brent oil stabilising at USD
110 since 2011.
There are large differences in energy prices,
especially for electricity, between countries. In
Sweden, which from an international perspective has low electricity prices, we have noted
great volatility in recent years due to factors
such as weather, water levels, operational
disruptions in nuclear power and an economic
climate where electricity prices in 2013 were
very low.
vantages of the Opcon Powerbox ORC is its
efficiency at very low temperatures, which
enables electricity generation for many more
applications. For example, Opcon Powerbox
ORC has generated over 800 kW from industrial waste heat at the very low temperature
of 83 °C.
OUTLOOK FOR 2014 AND BEYOND
Opcon Powerbox is also developed and
adapted for use in marine applications. Around
90% of global trade goes by sea, and ships
are big users of oil. Prices for bunker oil have
risen sharply over the past decade. Meanwhile, regulations have become much stricter
for emissions of substances such as NOx,
sulphur and particles from ships. As regulatory demands from the authorities get tighter,
demand increases for better fuel quality and
prices thus rise even further. In 2010, for example, the permitted sulphur content in fuel
in Emission Control Areas was reduced to 1%
from 1.5% previously.
As energy prices rise, the authorities
sharpen requirements and actors in the marine
industry commit themselves to reducing emissions, there is thus growing interest in greater
energy efficiency.
Swedish technology on international markets
Over many years Opcon has channelled considerable resources into developing advanced
energy-efficient technology. This applies
especially to the compressor technology developed by Svenska Rotor Maskiner that is
the heart of Opcon Powerbox. It also applies
within bioenergy, where through Saxlund and
Svensk Rökgasenergi, Opcon has developed a
wide product portfolio that has good exporting prospects. Most of the sales in bioenergy
are already taking place on markets outside
Sweden.
With the market growth Opcon sees in several markets overseas, greater efforts are now
being made to develop international activities
even further. The crucial steps in this development in recent years have been in the closer
strategic collaboration with Snowman in China
and with Axis in Lithuania within bioenergy.
Bunkerworldindex
2007.09.03–2013.12.31
2 000
1 600
1 200
800
400
0
2007
2013
Källa: Bunkerworld
Europe Brent Spot Price FOB
150
Dollars per Barrel
Source: U.S. Energy Information Administration
100
50
0
1988
1990
1992 1994
1996 1998 2000
2002 2004
2006
2008 2010
2012 2014
OPCON ANNUAL REPORT 2013
19
CORPORATE GOVERNANCE REPORT
Opcon’s Corporate Governance
Report for 2013
Opcon AB has its registered office in Stockholm, Sweden, and is a Swedish company
listed publicly on Nasdaq OMX Stockholm.
Opcon AB is the parent company of an energy
and environmental technology Group. In addition to all regulations stated in law or other
legal statute, the company applies the Swedish
code of corporate governance. This Corporate
Governance Report is not part of the formal
reporting.
Shares
At the end of 2013 the company had around
6,950 shareholders, a rise of around 450 on
the previous year. The largest shareholder
was B.O. Intressenter (Mats Gabrielsson) with
19.0%. The next largest shareholder was Hong
Kong Snowman Technology Ltd. with 10%.
As part of ongoing refinancing, which has
included the settlement of expensive interestbearing liabilities among other measures, Opcon performed in January 2013 a directed issue
of 12,087,454 shares at SEK 0.59 per share to
GEM Global Yield Fund Limited. This raised SEK
7,131,598 for Opcon before costs that was
settled against the advance provided by GEM in
connection with the equity line financing facility of up to SEK 250 million over 36 months
signed in 2011.
To establish a foundation for continued
development of the long-term strategic collaboration that has started and in order to join
Snowman and Opcon closer together, a private
placement of 34,441,415 shares in Opcon
at SEK 0.78 per share was agreed with Hong
Kong Snowman Technology Ltd., a whollyowned subsidiary of Fujian Snowman Co., Ltd.,
Fuzhou, Fujian, China. This share issue raised
SEK 26,864,303.70 for Opcon before costs and
helped to strengthen Opcon’s financial position
and create opportunities for current efforts that
include a marine version of Opcon Powerbox.
The total number of registered shares at the
end of 2013 was 344,414,145 (297,885,276),
an increase on the previous year of 46,528,869
shares.
All shares are of the same category and give
the same right to voting and dividends.
Shareholders’ Meeting
The rights of shareholders to make decisions
concerning the affairs of the Company are
exerted at the Annual General Meeting, which
is held within six months of the end of the
financial year. A number of central matters
are addressed at the Annual General Meeting, including the adoption of the Company’s
income statements and balance sheets for the
past year, the dividend, election of board of
directors and auditors, etc. The notification of
20
OPCON ANNUAL REPORT 2013
the Annual General Meeting and extra general
meetings at which the articles of association
are to be addressed, and including information
about application to participate, the agenda
for the meeting and information about matters
to be addressed, shall be produced six weeks
before the general meeting at the earliest, and
four weeks before it at the latest. Shareholders or their nominees may vote with their full
amount of owned or represented shares.
Annual General Meeting
At the Annual General Meeting of Opcon
shareholders held on 2 May 2013 it was decided that the board of directors shall comprise
six members without deputies. The meeting
re-elected Ulf Ahlén, Kenneth Eriksson, Mats
Gabrielsson, Rolf Hasselström, Bengt E Johnson
and Bill Tunbrant. Bill Tunbrant was elected
chairman. Up to August, Maurizio D’Agostino
of IF Metall was the employee representative
on the Board, with Shiva Farahmandrad, Swedish Association of Graduate Engineers, taking
over from February.
The Annual General Meeting authorised the
board to reach a decision on whether to issue
new shares or convertibles. The Board was
authorised to take a decision on one or more
occasions up until the next Annual General
Meeting concerning the issue of new shares
and/or issue of convertibles and/or subscription options. Using this authorisation, at most
70,000,000 shares may be issued. The aim is
to give the board resources in connection with
investments, company acquisitions and raising
capital.
At the Annual General Meeting decisions
were made concerning two incentive schemes.
None of the schemes have yet been utilised
and no shares have yet been issued to executives.
– As part of an incentive scheme Opcon will
issue a maximum of 2,500,000 subscription
options, with each option giving entitlement to
one share in Opcon AB, to key decision-makers
in the Opcon Group.
– As part of an incentive scheme Opcon will
issue a maximum of 1,750,000 subscription
options, with each option giving entitlement
to one share in Opcon AB, to current and new
Board members of Opcon AB. Mats Gabrielsson and Rolf Hasselström are not included in
this allocation.
The options scheme for Board members
represents a deviation from the Swedish Code
of Corporate Governance. The launch of the
scheme was proposed by the company’s largest shareholder to further increase the shared
commitment between Board members and the
company’s shareholders.
Work of the Board
Opcon AB’s Board of Directors has six members
elected by the Annual General Meeting, none
of whom are woman. A presentation of Board
members appears on page 23 of this annual
report. In addition to members elected by the
Annual General Meeting, there is one employee representative and one deputy.
The CEO was a member of the Board in
2013. A majority of the Board members elected
by the Annual General Meeting (Ulf Ahlén,
Bengt E Johnson and Bill Tunbrant) are independent in relation to the company and the
executive team, and can also be considered
independent of the company’s main shareholders. Only one Board member (CEO Rolf Hasselström) is part of the executive team.
During the year, Ulf Ahlén left the Board
and Wendy Lin, who represents Snowman, was
co-opted onto the Board after Snowman had
become the second largest shareholder.
Working procedures for the Board are adopted annually at the first Board meeting held
after the Annual General Meeting. Procedures
include details about the division of responsibility among members of the Board, the chairman
and the CEO. The Board has decided not to
establish any committees and the entire Board
thus participates in both the preparation of
matters and decisions. The Board will make decisions on issues that are not a part of regular
administration or are of major importance such
as key financial measures, contracts, investments and organisational changes. The Board
determines the financial policy of the company.
The Board’s work follows an annual plan with
a fixed agenda for each Board meeting. The
Attendance at Board meetings, 2013
Name
Bill Tunbrant
Ulf Ahlén
Kenneth Eriksson
Mats Gabrielsson
Rolf Hasselström
Bengt E Johnson
Maurizio D’Agostino
Shiva Farahmandrad
RoleAttendance
Chairman
Director
Director
Director
Director
Director
Director
Director
18 of 18
13 of 18
17 of 18
18 of 18
17 of 18
18 of 18
13 of 18
13 of 18
CORPORATE GOVERNANCE REPORT
How Opcon is governed
Owner
Owner
Owner
Owner
Owner
Annual General MeEting
AUDITORS
Board of Directors
PRESIDENT
company’s Chief Financial Officer participates
at Board meetings as the secretary. Other
Group employees may make presentations to
Board meetings.
According to the Swedish code of corporate
governance, the Board must ensure that either
the company's Q2 or Q3 report is reviewed by
the auditor. Due to a lack of resources, with a
large part of the company's finance staff replaced during the year, the Board decided not
to implement this measure this year.
During 2013, 18 minuted Board meetings
were held. The Board also met the company’s
auditors without any senior executives present.
The CEO presents the economic and market
situation at the scheduled Board meetings.
The issues addressed by the Board in 2013,
in addition to monitoring the current state of
the business and the setting of budgets for
the coming year, were primarily focused on
the strategic collaboration with Snowman, the
restructuring and savings programme as well as
financing and future structure of the Group.
The chairman of the Board has responsibility for leading and developing the work of the
Board. The process for assessing the work of
the President and the Board, which has for
several years included a regular survey and
discussions between the chairman and Board
members, has been restricted to discussions
between the chairman and Board members following the abolition of the Nomination Committee. The Board has also evaluated the work
of the President when he was not present.
President, participates in this matter, which
deviates from the Swedish code of corporate
governance. The reason for this is that Rolf
Hasselström, as owner of Calamus AB which is
one of the company’s largest shareholders, cannot be considered solely to be an employee of
the company and is well suited to take care of
the owners’ interests.
Remuneration to the CEO and other senior
executives shall comprise a combination of
fixed salary, long-term incentive scheme, pension benefits and other benefits along with
conditions governing termination of employment and severance pay. The overall compensation package shall be market-based, competitive and performance-based. Fixed salary shall
be individual and based on each individual’s
responsibility, position and competence. Pension benefits shall be defined-contribution
plans and give the right to pension benefits to
Swedish citizens from age 65. Leading decision
makers may be offered variable remuneration,
which in Sweden amounts to a maximum of
two monthly salaries based on the achievement
of specific targets.
When the company gives notice of dismissal
the dismissal period is 24 months for the CEO
and 12 months for other senior executives. The
above guidelines applied for the 2013 financial
year and were adopted by the 2013 Annual
General Meeting.
In 2013, no variable remuneration was paid
to executives.
Guidelines for remuneration to
senior executives
The company no longer has a nominations
committee, which deviates from the Swedish
code of corporate governance. The purpose
of abolishing the committee was to reduce
administration within the company to focus
on revenue-generating business and save resources.
The Board has not established a remuneration committee but has made the assessment
that the entire Board shall both prepare and
decide on this matter. This means that Rolf
Hasselström, who is both a Board member and
Nominations committee
Auditors
The company’s auditors are chosen by the
Annual General Meeting of shareholders every
third or fourth year. The meeting also establishes the fees to be paid to auditors. The auditors attend at least one Board meeting every
year, in connection with the presentation of the
annual accounts, when they submit their report
on the company’s results, financial position and
internal controls. The Board does not have an
audit committee and audit issues are addressed
by the Board as a whole. When the auditors
make their presentation to the Board the CEO
and secretary leave the room to allow Board
members to discuss with the auditors privately.
The company’s auditors attended one Board
meeting in 2013. At the 2010 Annual General
Meeting PricewaterhouseCoopers AB, PwC,
was elected as auditing firm for the ensuing
four-year period.
During the year PwC changed its lead auditor and Bo Hjalmarsson took over from Dennis
Svensson.
Internal controls
The Board has responsibility for internal control
in accordance with the Swedish companies act
and the Swedish code for internal controls.
Risk assessment
Opcon’s risk assessment is based on the
Group’s financial goals for profitability and
growth. The overall financial risks are not currently solely industry-specific and variable for
different parts of the business, they also involve
further risks of a general character associated
with economic development and the effects
of the financial crisis. There are also companyspecific risks associated with the extensive
organizational build-up connected with the
development of new products. This has also led
to failures in reaching targets historically and
OPCON ANNUAL REPORT 2013
21
CORPORATE GOVERNANCE REPORT
Opcon identifies significant risks that may constitute a threat to achieving the Group’s goals.
Measures to limit identified risks are produced
at business area level or centrally at corporate
level depending on their nature.
Opcon’s view of the various financial risk
factors that affect its business are presented in
note 1, section 3 of this annual report.
Opcon is constantly working to actively
broaden its customer base to reduce dependence on individual customers. The remaining Renewable Energy business area has a
significantly more diversified customer base,
although individual customers are now again
growing, which increases the importance of
working to broaden the base even more. Opcon is considering using incentive schemes to
encourage individuals to remain in the Group.
Short-term investments are made with
the Group's liquid funds in order to be used
for expansion. According to current financial
policy, refinancing shall be managed by signing long-term binding lines of credit. Opcon's
currency policy is to hedge up to 50 percent
of foreign currency flows. This policy was not
fully observed in 2013. Opcon's financial policy
prescribes that the credit risk be limited by only
accepting counterparties with a good credit
rating within established limits. The Group’s
liquidity is placed in bank deposits with negligible credit risk. Reserves are made for accounts
receivable considered to be uncertain and these
reserves affect operating profit.
Control activities
Risks concerning financial reporting are handled through various control activities. Opcon
has decided to transfer large parts of its eco-
22
OPCON ANNUAL REPORT 2012
nomic function within the Swedish section of
Renewable Energy, which is undergoing significant change due to the integration of several
acquisitions and reorganization, to become a
corporate function within Opcon AB. This is
being done partly to improve efficiency but also
to raise the quality of financial reporting.
To handle risks, there are automatic checks
using IT systems that manage authorisation
and verification. Economic analysis is being
developed to improve continual monitoring of
financial results and follow-up against budget
and forecasts to complement the businessspecific controls and give overall confirmation
that reports maintain the required quality.
The investment in a new business system
and consolidated accounts system that has
taken place in recent years to further improve
quality of financial reporting and economic
analysis, has proven too complicated and expensive following the sale of SEM, and a review
has been initiated. Work has continued on
developing new, uniform templates and models
for identifying and documenting processes and
controls, with major efforts to establish new
structures for customer and supplier agreements, economic analysis, project control, etc.
In 2014 a large focus will be on revising the
business system and strengthening the Groupwide economic function and development of
controller functions.
Information and communication
Opcon has clear and straightforward information and communication channels for financial
reporting and all managers are aware of existing policies. As part of the review of the business system that has started, communication of
practical guidelines intended to improve distribution channels and structure the information
requirement will be revised.
Follow-up/monitoring
The finance department and senior managers
continually analyse financial reports for the
Group. Within the Renewable Energy business
area, activities are being centralized in order
to strengthen control within the fast-growing
business area. At their Board meetings, directors monitor the financial situation and receive
a report once a year from the company’s auditors which includes their observations and
recommendations.
Internal audit
The Group’s overview and analysis of the control process and internal controls has focused
on the fast-growing Renewable Energy business area, where a decision has now been
taken to centralize economic control in Sweden
into a corporate function. Considering the
above work on internal controls, the Board has
made a decision that a special internal audit
function is not required.
Continued work
The ongoing work on internal controls within
Opcon will focus in the coming year on risk
assessment, control activities and follow-up/
monitoring. The main focus will remain on the
Renewable Energy business area and on integration of international activities with continued organizational changes. Work on the new
business system and on the consolidated financial reporting system will also be important.
CORPORATE GOVERNANCE REPORT / OPCON’S BOARD OF DIRECTORS
Bill Tunbrant (independent)
Born 1950. Civil engineer, KTH. Chairman of
the Board of Opcon AB since 2013. Board
member since 2011.
Other assignments: Board member of Nordic
Coag Invest AB, Nordic Biomarker AB, BioYao AB, Sinoreagens AB, Timcon AB, Vikwon
Sweden AB and Medirox AB. Part-owner of
Vikwon Sweden AB and Timcon AB. Owner
of Timcon.
Previous assignments: Board member of
China Health Labs & Diagnostics Ltd. (Toronto
TSX-V), XSpray Microparticles AB. Board
member of Temporent AB. Board member
of Nordic Modular Leasing AB, Temporent
A/S, Denmark, NIBE Industrier AB, Liacon AB,
Flexihus Rent i Sverige AB and Rehact AB.
Holdings in Opcon as of 31 March 2014:
30,020 shares.
Mats Gabrielsson
Born 1950. MBA, Stockholm School of Economics. Board member of Opcon AB since
2013, Chairman of the Board of Opcon AB
2005-2013.
Other assignments: Chairman of the Board of
Gabrielsson Invest AB, B.O. Intressenter AB,
City Dental i Stockholm AB and others. Board
member of Music Network Records Group
AB, TPC Components AB, Bofast AB, Rapid
Larmcentral AB, and others.
Previous assignments: Chairman of the Board
of Malka Oil AB (publ), board member of
Svenska Rotor AB, Tamm & Partners Fondkommission AB, and others.
Holdings in Opcon as of 31 March 2014: Via
family and companies 66,837,966 shares
(19.4% of total).
Bengt E Johnson (independent)
Born 1940. Civil engineer, KTH. Board member of Opcon since 1997.
Other assignments: Board member of Somas
Instrument AB, Aktiebolaget Somas Ventiler,
CS Produktion AB.
Previous business: CEO of BTG Källe Inventing AB, Geschäftsführer BTG Processtechnik,
member of senior corporate team at Spectris
AG, board member of Matkultur I Säffle
Aktiebolag.
No holdings in Opcon.
Shiva Farahmandrad
Born 1953. Civil engineer. Employed by
Opcon Energy Systems AB. Board member of
Opcon since 2013, employee representative
of Swedish Association of Graduate Engineers.
No holdings in Opcon.
Kenneth Eriksson
Born 1959. Graduate Business Administrator.
Board member of Opcon since 2005.
Operational business: CEO of Gabrielsson
Invest AB.
Other Board assignments: Chairman of
Bofast AB, Rapid Larmcentral AB, Rapid
Bevakning AB, Södertälje Larmcentral AB and
others. Board member of Gabrielsson Invest
AB, B.O. Intressenter AB, TPC Components
AB, and others.
Previous business: Auditor within Tönnerviksgruppen (now part of Ernst & Young).
Previous assignments: Svenska Capital Oil AB,
Tamm & Partners Fondkommission AB, and
others.
Holdings in Opcon as of 31 March 2014:
750,000 shares.
Rolf Hasselström
Born 1951. MBA, Stockholm School of Economics. Board member of Opcon since 2005.
Other assignments: President and CEO of
Opcon since 2005. Board member or Chairman of the Board of all Opcon subsidiaries,
Chairman of the Board of Calamus AB, TPC
Components AB. Board member of RMH
Holding AB, Rolf Hasselström Konsult- och
Förvaltnings AB, Landström arkitekter AB,
Calamus Holding AB, Calamus Invest AB and
Enerji Ltd.
Previous business: KemaNobel AB, Kenobel
AB, Nobel Industrier AB, Calamus Aktiebolag,
Svenska Rotor Maskiner AB and others.
Previous assignments: Chairman of the Board
of GEP Action AB, Music Network Records
Group AB, Sincyl AB, Board member of
Catella Förmögenhetsförvaltning AB, Lysholm
Technologies AB, Calamusgruppen AB, Essarem Holding AB, Rotor Holding AB, Rapid
Larmcentral Aktiebolag, Mind AB, and Skå
Edeby Utvecklings AB, MMSA Avveckling AB
and GEP Design och Produktkommunikation
AB.
Holdings in Opcon as of 31 March 2014: Directly and indirectly via companies 8,009,960
shares.
Wendy Lin (co-opted member)
Born 1991: BSc in mathematics and finance,
University College London. Co-opted onto
Opcon’s Board in 2013.
Other assignments: CEO assistant, Fujian
Snowman Co., Ltd.
OPCON ANNUAL REPORT 2013
23
CORPORATE GOVERNANCE REPORT / OPCON’S MANAGEMENT TEAM AND AUDITORS
Rolf Hasselström
MBA, Stockholm School of Economics.
President and CEO of Opcon AB since 2005.
Board member since 2005.
Born 1951, employed since 2003.
Other assignments, see previous page.
Holdings in Opcon as of 31 March 2014:
Directly and indirectly companies 8,009,960
shares.
Claes Palm
Accountant. Deputy CEO and CFO of Opcon
AB.
Born 1962, employed since 2013.
Holdings in Opcon as of 31 March 2014:
20,000 shares.
Niklas Johansson
MBA, Stockholm School of Economics.
Deputy CEO of Opcon AB, Investor Relations,
Strategic Development and Public Affairs.
Born 1970, employed since 2007.
Other assignments: Chairman of Friends
Agenda AB.
Previous roles: political advisor at Government Offices of Sweden, Prime Minister’s
Office, Ministry of Industry, Employment and
Communications, and Ministry for Foreign
Affairs.
Holdings in Opcon as of 31 March 2014:
161,560 shares.
Bo Hjalmarsson
Born 1960. Authorised public accountant, Öhrlings PricewaterhouseCoopers AB,
Stockholm.
Bo Hjalmarsson has been the auditor of Opcon since 2013. He is a member of FAR, the
professional institute for authorized public
accountants
In addition to Opcon, Bo Hjalmarsson has
audit assignments at Eniro, Nordic Cinema
Group, SAS and Teracom, among others.
24
OPCON ANNUAL REPORT 2013
STATEMENT BY THE AUDITOR CONCERNING THE CORPORATE GOVERNANCE REPORT /
Articles of association of Opcon AB
Statement by the auditor concerning the
corporate governance report
To the Annual General Meeting of Opcon AB (publ),
corporate registration no. 556274-8623
Responsibility for the Corporate Governance Report for 2013 on pages
20-24, and its compliance with the annual accounts act, rests with the
Board of Directors.
We have read the corporate governance report and based on that
reading and our knowledge of the company and the Group, we believe
that we have sufficient basis for our opinion. This means that our statutory review of the corporate governance report has another focus and
significantly less scope than an audit in accordance with the International Standards on Auditing and good accounting practices in Sweden
normally have.
Articles of association of Opcon
AB (publ), corporate registration
no. 556274-8623, adopted at the
Extra Meeting of Shareholders
held on 9 November 2012.
1. Company name
The company name is Opcon Aktiebolag. The
company is a public company (publ).
2. Registered office
The company has its registered office in Stockholm, Stockholm County.
The Annual General Meeting is held annually in
Åmål or Stockholm.
3. Operations
The company shall itself or through wholly or
partly owned subsidiaries conduct engineering
activities, manufacture and market electronic
and electromechanical products, and perform
other related activities.
4. Share Capital
The share capital shall be not less than SEK
160,000,000 or more than SEK 640,000,000.
5 Number of shares
The number of shares shall be not less than
130,000,000 or more than 520,000,000.
6. Board members
The Board shall comprise 3-10 members, with a
maximum of 10 deputies.
7. Auditors
One or two auditors, with or without deputy
auditors, shall be appointed by the Annual
General Meeting to audit the administration
We consider that a Corporate Governance Report has been produced, and that its legal contents are in accordance with the annual
report and with the consolidated accounts.
Stockholm, 8 April 2014
Öhrlings PricewaterhouseCoopers AB
Bo Hjalmarsson
Authorised public accountant
of the Board and President and the company's
accounts and the annual accounts.
8. Notice
Notice of a general meeting of shareholders
shall be made in the form of an announcement
in an advertisement in the Official Gazette
(Post och Inrikes Tidningar) and on the company’s website. Confirmation that notice has
been given shall be given in an advertisement
in Dagens Industri.
Shareholders who wish to participate in
negotiations at the general meeting must be
included in the printout or other presentation
of the full share register as per 5 days prior to
the Meeting and must notify the company of
their intention to participate by 12 noon at the
latest on the day indicated in the announcement of the meeting. The latter date shall not
be a Sunday, holiday, Saturday, midsummer
eve, Christmas eve, New Year's eve and shall
not be earlier than five working days before the
meeting.
Shareholders may be accompanied by one
or two assistants at the meeting provided that
the shareholder has notified the company in
accordance with the above paragraph.
has been duly convened;
6. Presentation of accounts and audit report
and as necessary, consolidated financial
statements and the consolidated audit report;
7. Decisions
a) Adoption of the income statement and
balance sheet as well as the consolidated
income statement and consolidated balance
sheet;
b) allocation of the Company's profit or loss
according to the adopted balance sheet;
c) discharge of responsibility for the directors
and CEO;
d) determination of the record date;
8. Determination of remuneration for the
Board and auditors;
9. Determination of the number of directors
and deputies:
10.
a) Details of board candidates' positions in
other companies;
b) Election of directors and auditors and any
deputy auditors;
11. Other business to come before the Meeting under the Companies Act or Articles of
Association.
9. Annual General Meeting
10. Registration provision
The AGM must be held within 6 months after
the end of the financial year end. The Annual
General Meeting shall address the following
matters :
1. Election of Chairman of the Meeting;
2. Preparation and approval of voting list;
3. Election of one or two checkers of the
minutes;
4. Adoption of the agenda;
5. Determination of whether the Meeting
The Company's shares shall be registered in a
securities register under the Act (1998:1479)
concerning Accounting of Financial Instruments.
11. Fiscal Year
The Company's fiscal year shall be the calendar
year.
OPCON ANNUAL REPORT 2013
25
REPORT OF THE BOARD OF DIRECTORS
Report of the board of directors
Group overview
Opcon’s business concept
Opcon is an energy and environmental technology Group that develops, produces and
markets products and systems for environment-friendly, efficient and resource-effective
energy consumption for customers in the
process, power and engineering industries.
Opcon’s objectives
The Group will generate good and sustainable
profitability and aim for growth in order to
create long-term growth in value for shareholders, create value for customers and offer a
stimulating workplace for staff.
Opcon’s vision
Opcon will be actively involved in building a
society no longer dependent on fossil fuels.
With high tech products and services Opcon
will contribute to global development towards
a more energy-efficient and eco-friendly
society.
Organisation
Opcon has activities in Sweden, Germany and
the UK. There are 151 employees. The shares
are listed on Nasdaq OMX.
The Opcon Group comprises the parent
company Opcon AB, based in Stockholm,
and the following subsidiaries: Opcon Energy
Systems AB (OES), Svenska Rotor Maskiner
AB (SRM), Saxlund International Holding
AB, Svensk Rökgasenergi AB (SRE), Saxlund
Bioenergy AB (SAX), Opcon Bioenergy AB
(OBE), Saxlund International GmbH, Opcon
GmbH, Saxlund International Ltd., Boxpower
AB, Boxpower International AB, Opti Energi AB
and Opcon Energy Group AB.
The business
The Opcon Group focuses on the following areas: compressor technology, electricity generation based on waste heat, bioenergy-powered
heat and power plants, pellets plants, handling
systems for biomass, sludge and other recycling activities, industrial cooling, flue gas
condensation, treatment of flue gases, and air
systems for fuel cells.
Locations
Opcon AB has operations in Åmål and Stockholm, Sweden. SRM, OES, SRE, OBE, SAX,
Boxpower, Boxpower International and Saxlund International Holding AB have operations
in Nacka, Sweden.
Saxlund International GmbH and Opcon
GmbH have operations in Germany. Saxlund
International Ltd. has operations in the UK.
Opcon Inc. and Saxlund Corporation, USA,
have no operations at present.
26
ANNUAL REPORT 2013
Parent company
The activities of the parent company, Opcon
AB, comprise administration and Group
services.
The company has its registered office in
Stockholm and was first listed on the O-list of
the Stockholm stock exchange on 31 December 1998. The company is now listed on the
Small Cap list of Nasdaq OMX Stockholm stock
exchange.
Sales and earnings
The Group
Sales for remaining business for 2013 were
SEK 278.8 million (316.9 m).
Operating earnings (EBIT) were SEK –52.7 million (–186.4 m).
The loss after financial items for remaining
business was SEK –62.5 million (–207.1 m).
Earnings per share attributable to parent company shareholders were SEK –0.19 (–1.89).
Operating earnings include non-recurring
costs of a total SEK 28.5 million, of which SEK
20.8 million was in Q4 and SEK 7.7 million
costs in Q2 for penalties and other delay costs
in a large Swedish bioenergy project.
The operating loss excluding non-recurring
items was SEK –24.2 million (–79.2 m).
The loss after tax was SEK –62.5 million
(–248.5 m). Earnings per share attributable to
parent company shareholders were SEK –0.19
(–1.89).
The decisive factor behind the improvement
in 2013 was the development within compressor technologyWaste Heat Recovery where
savings combined with sales on markets outside Europe were decisive. Sales have climbed
strongly in India and not least China, where
sales of compressor development for Snowman of China made an important contribution.
In the year as a whole, sales of development
for Snowman almost tripled and exceeded SEK
30 million.
Even though sales and earnings improved,
especially in the second half of the year,
the investment cycle on European markets
continued to be at a significantly lower level
than before the financial crisis, while orders
received remained weak.
Earnings in divested business in 2013
amounted to SEK –1.6 million (95.6 m) after
agreement was reached concerning the
performance-based component that could
increase or decrease the final purchase amount
for the sale of SEM AB in November 2012.
The agreement meant that the final purchase
amount was adjusted down by SEK 1.6 million.
Parent company
The parent company had sales of SEK 33.2
million (28.9 m) in the January-December
period. Sales primarily relate to invoicing for
rents and internal administration services but
also includes some assignments for customers.
The parent company’s loss before tax for the
January-December period was SEK 18.5 million
(–114.5 m).
At the end of the period, liquid assets in the
parent company totalled SEK 0 million (0.6 m).
Liabilities to credit institutions at the end of the
period amounted to SEK 3.1 million (10.4 m).
Investments
The Group
Group companies active in remaining business
invested SEK 0.4 million (12.4 m) in machinery
and inventories during the financial year.
In addition, capitalized costs for development amounted to SEK 12.1 million (24.5 m).
Parent company
The parent company had investments in
machinery and inventories amounting to SEK 0
million (0 m).
Investments in subsidiaries during the year
amounted to SEK 0.1 million (42.4 m).
Shares in the following subsidiaries have
been divested at book value to the whollyowned subsidiary Saxlund International Holding AB:
– Shares in Svensk Rökgasenergi AB, SEK
500,000
– Shares in Opti Energi AB, SEK 0,000
– Shares in Opti Energy Group AB, SEK
450,000
– Shares in Saxlund Bioenergy AB, SEK
77,519,000
– Shares in Opcon GmbH, SEK 229,000
– Shares in Saxlund International GmbH, SEK
73,200,000
– Shares in Saxlund International Ltd., SEK
665,000
Research and development
The company’s research and development
within the Renewable Energy business area
is focused on the development, engineering design and testing of new products, or
the improvement of existing ones, within the
areas of energy efficiency, such as generation of electricity from waste heat, bioenergy,
handling systems for natural gas, industrial
cooling, recycling of heat, treatment of flue
gas, air systems for fuel cells and compressor
development.
Costs for research and development during the year amounted to SEK 14.5 million
(18.8 m). In addition, costs for research and
development amounting to SEK 12.1 million
(24.5 m) have been carried forward.
Divested business
Divested business refers to Engine Efficiency
in 2012.
REPORT OF THE BOARD OF DIRECTORS
Financial position
The Group’s liquid assets at the end of the
period were SEK 17.9 million (17.1 m). Interestbearing assets including current investments in
addition to liquid assets were SEK 20.4 million
(75.4 m). In addition there was unutilised
credit in foreign subsidiaries of SEK 18.8 million (11.0). Interest bearing debt was SEK 3.7
million (15.2 m). Net debt was SEK 35.0 million
(77.3 m). Net financial items for remaining business amounted to SEK –9.8 million
(–20.7 m).
The consolidated equity ratio on
31 December was 75.2% (65.3%). The Board
considers that the liquidity level is unsatisfactory to ensure uninterrupted and problem-free
operation and is therefore continuing efforts
to find more lasting financing for the Group’s
business that will include a review of the
financing structure. It may be necessary to sign
new bank overdraft agreements.
After the end of the period, Opcon has
performed a directed placement of shares to
Snowman that raised SEK 17.1 million for the
company. In addition a directed placement
of new shares was made with GEM Global
Yield Fund Ltd, with SEK 2.5 million set off
against debt, which has reduced the amount
of interest-bearing liabilities. The issue to GEM
was within the framework of the equity line
financing facility of up to SEK 250 million over
36 months signed with GEM in 2011. In connection with the new issue an agreement was
signed with GEM to extend this framework by
two years up to 2016, with the remaining volume of the facility now amounting to around
SEK 227 million.
Employees
At the end of the period the Group had 151
employees (154), of whom 21 were women
(22).
Further details about employees, salaries,
social fees and sick leave are included in note 5.
Environmental impact
The Group
Opcon is an energy and environmental technology Group with a vision of becoming an
active participant in developing a society not
dependent on fossil fuel. The Group’s primary
focus is on energy efficiency, and customers
are offered a series of products and systems
for the recovery of waste heat. The Group also
sells various products for bioenergy plants and
other recycling industries, while also developing energy-efficient compressor technology
for a series of applications, including industrial
cooling.
Of paramount importance is the development, industrialization and internationalization
of Opcon Powerbox for production of electricity from hot water or steam, with large energy
efficiency potential. In 2013 new records have
been set, with around 840 kW generated from
waste heat at one of the reference facilities in
Sweden.
The product has also received proof of concept in Australia and offshore, where a marine
version has been developed to improve the
energy efficiency of large diesel engines meaning that ships can reduce both fuel consumption and emissions. Two installations are being
tested on board a Wallenius vessel.
Meanwhile the Group continues to operate
internationally, selling Swedish bioenergy
technology directly or via licences, with most
sales now outside Sweden. One product with
a special environmental impact is SRE’s flue
gas condenser, which can increase energy
efficiency of biomass-powered heating plants,
sawmills, etc, by 25-30% while removing
particles from flue gases.
While Opcon’s principal contribution to a
sustainable society rests with improving energy efficiency for customers, the Group is also
striving to perform and develop its activities in
a sustainable way. The Group has a sustainability policy the aim of which is to successively
increase the Group’s positive contribution and
reduce the environmental impact of activities. As part of efforts to reduce the Group's
environmental impact and achieve long-term
reductions in the Group’s costs it has been decided to install district heating at the premises
in Nacka in 2014.
The Group’s business means a limited environmental impact with small emissions mainly
to air, primarily from transport.
Key events in 2013
– Swedish Rotormaskiner (SRM ) signed a
development agreement with the refrigeration
technology company Snowman of China, for
the development of a modern, high-pressure
compressor for eco-friendly industrial pumps,
based on SRM's innovative and proven compressor technology.
– Snowman acquired a ten percent share in
Opcon after taking a private placement of
34,441,415 shares in Opcon at SEK 0.78 per
share. The deal lays the foundation for continued development of strategic cooperation
to take Opcon’s technology into the Chinese
market.
– As part of efforts to strengthen the company's financial position Opcon performed
a directed issue of 12,087,454 shares at SEK
0.59 per share to GEM Global Yield Fund
Limited.
– Bill Tunbrant, former member of Opcon
Board of Directors, was elected by the AGM
as new chairman of Opcon. Bill Tunbrant has
broad business experience in China, among
other areas.
– Opcon's wholly owned subsidiary, Saxlund
International GmbH, won an order worth
SEK 25 million for material handling equipment to E.ON 's new biomass power plant in
Gardanne, France. The power plant will have
an installed capacity of 125 MW and is the
largest single biomass project so far in France.
– Opcon signed a contract with E.ON Värme
Sverige AB for the installation of the company's new, steam-driven Opcon Powerbox WSTCU (Wet Steam Turbine - Condensing Unit) at
E.ON’s district heating plants in Sollefteå for
the production of sustainable electricity from
one of two biomass boilers.
– Opcon signed an agreement to continue
development and extend cooperation with
MAN Diesel & Turbo SE. The agreement is
the next step in the collaboration that began
in 2011 and aims to exploit the opportunities
available to combine Opcon's technology for
energy efficiency and production of electricity
from waste heat with MAN Diesel & Turbo's
market-leading diesel engines for reduced fuel
consumption and reduced emissions.
Corporate governance
The company has produced a Corporate
Governance Report that is separate from the
Directors’ Report, see pages 20-24.
Shares/ownership structure
The company has around 6,951 shareholders.
In 2013 the number of shareholders increased
by around 450.
The total number of registered shares
at the end of the period was 344,414,145
(297,885,276), an increase on the previous
year of 46,528,869 shares. All shares are of
the same category and give the same right to
voting and dividends.
The largest individual shareholders are B.O.
Intressenter AB (19.0%), Hong Kong Snowman Technology (10.0%), Avanza Kapitalförvaltning AB (6.8 %), Calamus AB (2.3 %),
Emmaljunga Holding AB (2.2%).
Important events after the end of
the period
– Opcon started a Group-wide programme
to coordinate European activities within bioenergy to generate annual savings of SEK 30
million. Saxlund will be the umbrella organization for bioenergy activities.
– Opcon conducted a private placement of
30,000,000 shares in Opcon at SEK 0.57
per share with Snowman of China that will
strengthen the companies' strategic cooperation.
– As part of efforts to further strengthen the
company’s financial position Opcon directed
a private placement of 4,385,965 shares at
SEK 0.57 per share to GEM Global Yield Fund
Limited.
OPCON ANNUAL REPORT 2013
27
REPORT OF THE BOARD OF DIRECTORS
Outlook for the group in 2014 and
beyond
Irrespective of short-term price fluctuations, up
or down, due to weather, the business cycle
or other cause, Opcon expects energy prices
to increase over time. Against this background
Opcon sees good opportunities for growth for
the Group’s product portfolio over a longer
period. This applies especially for bioenergy
and products for improved energy efficiency
in general, and for Opcon Powerbox, both on
land and at sea, in particular.
After major losses in recent years and an intensive and comprehensive phase of development, Opcon is now implementing a fundamental financial and operational turn-around
with the purpose of concentrating business on
Compressor Technology/Waste Heat Recovery
and the compressor technology at the heart
of Opcon Powerbox, alongside a sharper focus
within bioenergy. Meanwhile, great efforts are
being made to grow the business internationally on markets where growth is better and
energy prices lower, and this work is starting
to bear fruit.
In 2013 large progress has been made in
China as the strategic collaboration between
Opcon and Snowman of China has grown
much closer. During 2013 Snowman became a
10% owner of Opcon and in the first quarter
of 2014 Snowman increased its ownership in
Opcon further.
Snowman has built a completely new factory for production of compressors developed
by Opcon. It is estimated that future licensing income from Snowman’s production for
the period 2014-2024 could exceed SEK 100
million. In 2013 alone, sales of compressor
development to Snowman almost tripled to
exceed SEK 30 million. For Opcon, Snowman’s
investment and the collaboration that has
begun mean that Opcon looks forward to receiving further development assignments from
Snowman over a long period within refrigeration compressors, an area in which Opcon is
strengthening its capabilities. Furthermore, the
trust earned through collaboration means that
discussions are being held about expansion
28
OPCON ANNUAL REPORT 2013
and the forms for co-operation in other areas
where the Chinese market is of great interest
for Opcon. This includes Waste Heat Recovery
and Opcon Powerbox.
Another important part of the current restructuring of Opcon is the extensive changes
being made within the bioenergy operation
that in recent years has suffered significant
losses. In recent years strong measures have
been implemented, including cutting the
workforce, closing development projects
and achieving a new, outsourced production
structure. Some of the technology has been
licensed with good results. The situation has
improved with both the UK and German operations reporting profits, although there are
still challenges to face and further measures
are now being implemented to strengthen the
whole bioenergy activity and turn the Swedish
business back into profit.
Work on the development, industrialization and international expansion of Opcon
Powerbox is taking further steps forward.
The contract signed with E.ON in the autumn
concerning the installation of an Opcon
Powerbox at the district heating plant in Sollefteå, Sweden, is an important step forward
in the commercialization of the technology.
The establishment of appropriate financing for
Enerji Ltd. in Australia will also be significant
for the Group and the rate at which the very
interesting market in Australia will develop. A
refocusing of market efforts from Sweden to
other markets with higher electricity prices and
thus greater customer benefit is also being implemented. On the marine side the recession
has meant delays in test programmes and the
expected commercialization phase. Meanwhile
the technology has received serious approval
from big players and the co-operation with
the world-leading diesel engine manufacturer
MAN Diesel & Turbo is being developed, deepened and extended.
Over the past year a large amount of
interest-bearing liabilities have been settled.
The measures taken within the Group have
meant a significant improvement in earnings
and cash flow. There is still some way to go
however, especially for the Swedish bioenergy
business which continues to suffer losses, even
though they are now lower, and face tough
competition on a weak market.
The Board has therefore decided to implement additional measures to strengthen cash
flow and earnings that will contribute to the
positive operating earnings that the Board
has targeted for 2014. The programme will
run across the entire Group in Sweden and
abroad with the main focus within bioenergy.
The savings programme, three quarters of
which is now being implemented, focuses on
lower personnel costs, lower costs for external
consultants, IT and administration and reduced
financing costs, and is expected to produce
annual savings of around SEK 30 million.
Forward-looking information
This report contains forward-looking information and statements about the future outlook
of Opcon’s business. This information is based
on the management team’s current expectations, estimates and forecasts. Actual future
outcomes may vary significantly compared
with information included in this report that
looks to the future due to changed conditions in the economy, market and competition
environment.
Results and financial position
The results and financial position of the Group
and the parent company are presented in the
following income statements, balance sheets,
cash flow statements and notes to the accounts.
Proposed allocation of profit
Parent company (SEK)
Amount brought forward147,111,392
Loss for the year
–18,484,617
Total 28,626,775
1) Including share premium
The Board and CEO proposes that the profit be
transferred into a new account.
CONSOLIDATED PROFIT/LOSS STATEMENTS
SEK '000
Note
2013
2012
1
Net sales
2278,843316,852
Cost of goods/services sold
8
–219,723
–293,161
Gross profit59,12023,691
Selling expenses–30,892–33,117
Administrative costs–65,180–55,103
R&D costs–14,501–18,799
Other operating expenses
9
–1,273
–103,098
Operating profit/loss
3, 4, 5, 6, 7, 8 –52,726–186,426
Financial income
10
1,180
737
Financial expenses
10–10,946–21,449
Profit/loss before tax
–62,492
–207,138
Tax on profit/loss for year
Deferred tax
11
11
–
–
–63
–41,321
Profit/loss for remaining business –62,492–248,522
Earnings from divested business 12
–1,600
95,559
Profit/loss for the year –64,092
–152,963
Earnings per share before dilution (SEK)13
Earnings from remaining business
Earnings from divested business
–0.19
0
–1.89
0.73
Profit/loss for the year –0.19–1.16
Earnings per share after dilution (SEK)
13
Earnings from remaining business
–0.19
–1.89
Earnings from divested business –
0.73
Profit/loss for the year –0.19–1.16
STATEMENT OF COMPREHENSIVE INCOME (SEK ’000)
2013
2012
Other comprehensive income
Items not to be returned in income statement
Items to be returned later in income statement
–
1,285
–
–5,922
Other comprehensive income for the year 1,285–5,922
Total comprehensive income for the year –62,807
–158,885
Total comprehensive income for the year attributable to parent company shareholders –62,807–158,885
OPCON ANNUAL REPORT 2013
29
CONSOLIDATED BALANCE SHEETS
SEK '000
Note31-12-201331-12-2012
ASSETS
14
Fixed assets
Tangible fixed assets
Buildings and land
15
5,989
6,755
Plant and machinery
16
4,608
7,668
Inventories, tools and installations
17
2,711
4,449
Total tangible fixed assets
13,308
18,872
Intangible fixed assets
Capitalised expenditure for R&D
18
133,783
128,366
Patents and licenses
19
22,649
22,538
Goodwill
20144,156142,016
Total intangible fixed assets
300,588
292,920
Financial fixed assets
Deferred tax receivable
11
Other long-term receivables
21
Total financial fixed assets
39,392
44,143
83,535
39,392
102,852
142,244
Total fixed assets
397,431
454,036
Current assets
Securities 5121,603
Inventories
14, 22 69,895
118,295
Total inventories and securities 70,407
119,898
Current receivables
Accounts receivable – trade
23
Tax receivable
Other current receivables
Prepaid expenses and accrued income
24
Work in progress, un-invoiced income, contracted
25
Total current receivables 45,327
412
17,936
21,356
35,346
120,377
54,456
2,239
25,688
20,553
48,628
151,564
Liquid funds (cash and bank accounts only)
17,853
17,113
Total current assets
208,637
288,575
TOTAL ASSETS606,068742,611
30
OPCON ANNUAL REPORT 2013
CONSOLIDATED BALANCE SHEETS
SEK '000
Note31-12-201331-12-2012
SHAREHOLDERS’ EQUITY
Capital and reserves attributable to parent company shareholders
Share capital
26430,518372,357
Other contributed capital
379,216
403,381
Other reserves–7,768–9,053
Profit brought forward
–345,759
–281,667
Shareholders’ equity456,207485,018
Total shareholders’ equity
456,207
485,018
Long-term liabilities
Other provisions
274,0873,780
Deferred tax liability
10
12,876
12,876
Interest-bearing liabilities to credit institutions
28
543
1,909
Total long-term liabilities
17,506
18,565
Current liabilities
Interest-bearing liabilities, current
28
3,129
13,326
Accounts payable – trade
50,872
76,574
Other liabilities21,72450,022
Accrued expenses and prepaid income
29
24,121
47,378
Work in progress, un-invoiced income, contracted
32,509
51,728
Total current liabilities
132,355
239,028
Total liabilities149,861257,593
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
Pledged securities
Contingent liabilities
606,068
742,611
3017,95119,604
32
52,810
70,831
OPCON ANNUAL REPORT 2013
31
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
SEK '000
ShareOtherOther
AccumulatedMinority
Total
capital contributed
reserves1profit/loss
interest equity
capital
Shareholders’ equity, 1 January 2012
Total comprehensive income
Profit/loss for the year
Other comprehensive income
Exchange rate difference when translating foreign activities Total comprehensive income
Transactions with shareholders
Impairment of share capital
New share issue
Acquisition of minority interest
Shareholders’ equity, 31 December 2012
Total comprehensive income
Profit/loss for the year
Other comprehensive income
Exchange rate difference when translating foreign activities Total comprehensive income
Transactions with shareholders
New share issue
Shareholders’ equity, 31 December 2013
1) Other reserves comprise translation differences only.
32
OPCON ANNUAL REPORT 2013
260,342
431,539
–3,131
–119,297
1,331
570,784
–
–
–
–152,963
–
–152,963
–
–
–
–
–5,922
–5,922
–
–152,963
–
–
–5,922
–158,885
–97,628
209,643
–
372,357
97,628
–125,786
–
403,381
–
–
–
–9,053
–
–10,072
665
–281,667
–
–
–1,331
–
–
73,785
–666
485,018
–
–
–
–64,092
–
–64,092
–
0
–
0
1,285
1,285
–
–64,092
–
0
1,285
–62,807
58,161
–24,165
–
–
–
33,996
430,518
379,216
–7,768
–345,759
–
456,207
CONSOLIDATED CASH FLOW STATEMENTS
SEK '000
Note20132012
1
Operating activities
Profit/loss before financial items
–54,326
–82,124
Received interest
1,180
776
Paid interest–10,946–25,773
Paid income tax
777
–1,478
Depreciation 11,742103,085
Other items not affecting liquidity 1,398
–84,610
Total cash flow from operating activities before change in working capital
–50,175
–90,124
Cash flow from change in working capital
Change in inventories
Change in current receivables
48,400
29,360
–16,819
–8,635
Change in current liabilities –95,395 61,361
Total cash flow from operating activities after change in working capital–67,810–54,217
Cash flow from investing activities
Acquisition of tangible fixed assets
Acquisition of intangible fixed assets
Sales and scrapping of fixed assets
Increase/decrease of financial fixed assets –424
–12,085
984
–
–12,431
–24,450
–
–27,409
Divested subsidiaries –79,892
Sale of financial receivables
58,709
–
47,184
15,602
Total cash flow from investing activities
Cash flow from financing activities
New share issue
Change in current financial liabilities
Total cash flow from financing activities
33,996
–12,600
21,396
TOTAL CASH FLOW
73,785
–45,126
28,659
770–9,956
Liquid assets, opening balance
Total cash flow
Exchange rate differences in liquid funds
Liquid assets, closing balance
17,113
770
–30
17,853
26,973
–9,956
96
17,113
Specification of other non-liquidity effecting items
Profit from sold subsidiary
Change in value of shareholding in Enerji
Change in allocations
Total other non-liquidity effecting items
–
1,091
307
1,398
–83,513
3,087
–4,184
–84,610
OPCON ANNUAL REPORT 2013
33
NOTES TO THE ACCOUNTS, THE GROUP
1 GENERAL INFORMATION AND KEY ACCOUNTING
The key accounting principles applied when these consolidated accounts were
approved are explained below. These principles have been applied consistently
for all years presented, unless otherwise stated.
ards came into effect for the financial year starting 1 January 2013 and have not
been applied in the production of the Group’s financial reports, None of these are
expected to have any significant impact on the Group’s financial reports with the
exception of the following:
IFRS 9 "Financial instruments" addresses classification, valuation and reporting of financial liabilities and assets. IFRS 9 was issued in November 2009 for
financial assets and in October 2010 for financial liabilities, and replaces IAS 39,
which relates to the classification and valuation of financial instruments. IFRS
9 states that financial assets shall be classified in two different categories: fair
value or accrued acquisition value. Classification is performed at the first reporting date based on the company's business model and the characteristics of
the contractual cash flows. For financial liabilities there are no major changes
compared with IAS 39. The main change is for liabilities identified at fair value.
For these liabilities the part of the change in fair value attributable to the credit
risk shall be reported in other comprehensive income instead of income provided
this does not cause an accounting mismatch. The Group intends to apply the
new standard when it comes into force and has not yet evaluated the impact.
The Group will evaluate the effects of the remaining phases of IFRS 9 when
concluded by the IASB.
IFRS 10 "Consolidated Financial Statements" is based on existing principles as it
identifies controlling influence as the decisive factor for whether a company shall
be included in the consolidated accounts. The standard also gives further guidance for determining controlling influence when this is problematic. The Group
will apply the new standard for the fiscal year beginning 1 January 2014.
IFRS 12 "Disclosures of interests in other entities" covers disclosure requirements for subsidiaries, "joint arrangements", associates and unconsolidated
"structured entities". The Group will apply the new standard for the fiscal year
beginning on 1 January 2014.
None of the other IFRS or IFRIC interpretations not yet in force are expected to
impact significantly on the Group.
2.1 Basis for producing accounts
2.2 Consolidation
PRINCIPLES
1. General information
The Group has one business area: Renewable Energy, which comprises the following subsidiaries: Svenska Rotor Maskiner AB (SRM), Opcon Energy Systems
AB (OES), Saxlund International Holding AB, Svenska Rökgasenergi AB (SRE),
Saxlund Bioenergy AB (SAX), Saxlund International GmbH, Saxlund International Ltd., Opcon GmbH, Boxpower AB, Boxpower International AB, Opcon
Bioenergy AB (OBE), Opti Energi AB and Opti Energy Group AB.
The Group focuses on the following areas: compressor technology, electricity
generation based on waste heat, bioenergy-powered heat and power plants, pellets plants, handling systems for biomass, sludge and natural gas, industrial cooling, flue gas condensation, treatment of flue gases and air systems for fuel cells.
Other companies include the dormant Opcon Inc. and Saxlund Corporation.
The activities of the parent company, Opcon AB, comprise administration and
Group services.
The company has its registered office in Stockholm and was first listed on the
small cap list of the Stockholm stock exchange on 31 December 1998.
The parent company’s postal address is Opcon AB, Box 15085, 104 65 Stockholm, Sweden.
The parent company’s visiting address is Opcon AB, Värmdövägen 120 (Rotorslingan), 131 60 Nacka, Sweden.
The consolidated accounts were approved for publication by the Board on 8
April 2014.
2. Summary of key accounting principles
The consolidated accounts are produced in accordance with the Swedish annual accounts act, RFR 1 Complementary accounting rules for groups, and
International Financial Reporting Standards, IFRS, and IFRIC interpretations as
adopted by the EU. The consolidated accounts are produced using the acquisition method, except for financial assets that may be sold as financial assets and
liabilities (including derivative instruments), which are reported at fair value via
the income statement.
Producing reports in accordance with IFRS requires making key accounting estimates. Furthermore, the company’s management team must make certain judgements when applying the company’s accounting principles.
New and changed standards applied by the Group
Listed below are the standards applied by the Group for the first time for fiscal
years starting 1 January 2013 and which have a significant effect on the Group’s
financial statements.
IAS 1 "Presentation of Financial Statements" amendment concerning other
comprehensive income. The most significant change in the revised IAS 1 is the
requirement that the items reported in "other comprehensive income" will be
presented distributed over two groups. The distribution is based on whether the
items may be reclassified to the income statement (reclassification adjustments)
or not.
IFRS 13 "Fair value measurement". IFRS 13 "Fair value measurement" aims to
make fair value more consistent and less complex in that the standard provides a
precise definition and a common source of IFRS fair value valuations and associated information. The standard gives guidance for fair value assessments for all
types of assets and liabilities, both financial and non-financial. The requirements
do not extend the scope of when fair value should be applied, but provides guidance on how it should be applied where other IFRSs already require or permit fair
value measurement.
IAS 19 “Employee benefits” was changed in June 2011. Expenses for service in
earlier years should be reported immediately. Interest costs and anticipated yield
from managed assets will be replaced by net interest calculated using discount
interest, based on the net surplus or net deficit in the defined-benefit plan.
New standards, amendments and interpretations of existing standards
not adopted by the Group in advance
A number of new standards and amendments of interpretations of existing stand-
34
OPCON ANNUAL REPORT 2013
(a) Subsidiaries
Subsidiaries are all entities (including special purpose entities) over which the
Group has the power to govern the financial and operating policies generally
accompanying a shareholding of more than one half of the voting rights. The
existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group controls another
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business
combinations. The consideration transferred for the acquisition of a subsidiary
is the fair values of the assets transferred, the liabilities incurred and the equity
interests issued by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. On an acquisitionby-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share
of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the Group’s share of the identifiable
net assets acquired is recorded as goodwill. If this is less than the fair value of the
net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income (note 2.6).
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated.
Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
(b) Transactions and non-controlling interests
The Group treats transactions with non-controlling interests as transactions
with equity owners of the Group. For purchases from non-controlling interests,
the difference between any consideration paid and the relevant share acquired
of the carrying value of net assets of the subsidiary is recorded in equity. Gains
or losses on disposals to non-controlling interests are also recorded in equity.
When the Group ceases to have control or significant influence, any retained
NOTES TO THE ACCOUNTS, THE GROUP
interest in the entity is remeasured to its fair value, with the change in carrying
amount recognised in profit or loss.
The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset.
In addition, any amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had directly disposed of
the related assets or liabilities. This may mean that amounts previously recognised
in other comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence
is retained, only a proportionate share of the amounts previously recognised in
other comprehensive income are reclassified to profit or loss where appropriate.
2.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions.
2.4 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity
operates (‘the functional currency’). The consolidated financial statements are presented in Swedish kronor (SEK), which is the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions or valuation where
items are remeasured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange
rates of monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement.
Foreign exchange gains and losses that relate to borrowings and cash and
cash equivalents are presented in the income statement within ‘finance income
or cost’. All other foreign exchange gains and losses are presented in the income
statement within ‘Cost of goods/services sold’.
Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences
resulting from changes in the amortised cost of the security and other changes
in the carrying amount of the security. Translation differences related to changes
in amortised cost are recognised in profit or loss, and other changes in carrying
amount are recognised in other comprehensive income.
Translation differences on non-monetary financial assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as
part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in other
comprehensive income.
(c) Group companies
The results and financial position of all the Group entities (none of which has
the currency of a hyper-inflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
(a) assets and liabilities for each balance sheet presented are translated at the
closing rate at the date of that balance sheet;
(b) income and expenses for each income statement are translated at average
exchange rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the rate on the dates of the transactions); and
(c) all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to other comprehensive income. When a foreign operation is partially disposed of or sold, exchange
differences that were recorded in equity are recognised in the income statement
as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the
closing rate.
2.5 Property, plant and equipment
Land and buildings comprise mainly factories, retail outlets and offices. Land
and buildings are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can
be measured reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income statement during the
financial period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the
straight-line method to allocate their cost or revalued amounts to their residual
values over their estimated useful lives, as follows:
Buildings Machinery Vehicles Furniture, fittings and equipment 25-40 years
10-15 years
3-5 years
3-10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated recoverable
amount (note 2.7).
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised within ‘Other (losses)/gains – net’ in the
income statement.
2.6 Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition, including any minority interest and fair value on the closing date of previous holdings, over the fair
value of the Group’s share of the net identifiable assets of the acquired subsidiary
at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in
‘intangible assets’. Goodwill is tested annually for impairment and carried at cost
less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount
of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of cashgenerating units that are expected to benefit from the business combination in
which the goodwill arose, identified according to operating segment.
(b) Patents and licences
Separately acquired patents and licences are reported at acquisition value. Patents
and licences acquired in a business combination are recognised at fair value at the
acquisition date. Patents and licences have a finite useful life and are carried at
cost less accumulated amortisation. Amortisation is calculated using the straightline method to allocate the cost of patents and licences over their estimated useful
lives of 10 to 20 years.
(c) Contractual customer relationships
Contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The contractual customer relations
have a finite useful life and are carried at cost less accumulated amortisation.
Amortisation is calculated using the straight-line method over the expected life of
the customer relationship.
(d) Research and development
Costs associated with research are recognised as an expense as incurred. Development costs (attributable to the design and testing of new and improved
products) are recognised as intangible assets when the following criteria are met:
– it is technically feasible to complete the asset so that it will be available for use;
– management intends to complete the asset and use or sell it;
– there is an ability to use or sell the asset;
OPCON ANNUAL REPORT 2013
35
NOTES TO THE ACCOUNTS, THE GROUP
– it can be demonstrated how asset will generate probable future economic benefits;
– adequate technical, financial and other resources to complete the development
and to use or sell the software product are available; and
– the expenditure attributable to the software product during its development
can be reliably measured.
Other development expenditures that do not meet these criteria are recognised
as an expense as incurred.
Development costs recognised as assets are amortised over their estimated
useful lives, which does not exceed 15 years.
Development costs are tested annually for impairment in accordance with
IAS 36.
2.7 Impairment of non-financial assets
Assets that have an indefinite useful life – for example, goodwill or intangible
assets not ready to use – are not subject to amortisation and are tested annually
for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating
units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
2.8 Non-current assets (or disposal groups) held for sale
Non-current assets (or disposal groups) are classified as assets held for sale when
their carrying amount is to be recovered principally through a sale transaction
and a sale is considered highly probable. They are stated at the lower of carrying
amount and fair value less costs to sell if their carrying amount is to be recovered
principally through a sale transaction rather than through continuing use and a
sale is considered highly probable.
2.9.2 Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade-date
– the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss. Financial assets carried at fair
value through profit or loss are initially recognised at fair value, and transaction
costs are expensed in the income statement. Financial assets are derecognised
when the rights to receive cash flows from the investments have expired or have
been transferred and the Group has transferred substantially all risks and rewards
of ownership. Available-for-sale financial assets and financial assets at fair value
through profit or loss are subsequently carried at fair value. Loans and receivables
are subsequently carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of the ‘financial assets
at fair value through profit or loss’ category are presented in the income statement within ‘other (losses)/gains – net’ in the period in which they arise. Dividend
income from financial assets at fair value through profit or loss is recognised in
the income statement as part of other income when the Group’s right to receive
payments is established.
Changes in the fair value of monetary and non-monetary securities classified as
available for sale are recognised in other comprehensive income.
When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income
statement as ‘gains and losses from investment securities’.
Interest on available-for-sale securities calculated using the effective interest
method is recognised in the income statement as part of other income. Dividends
on available-for sale equity instruments are recognised in the income statement as
part of other income when the Group’s right to receive payments is established.
2.10 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised
amounts and there is an intention to settle on a net basis or realise the asset and
settle the liability simultaneously.
2.9 Financial assets
2.11 Impairment of financial assets
2.9.1 Classification
(a) Assets carried at amortised cost
The Group assesses at the end of each reporting period whether there is objective
evidence that a financial asset or group of financial assets is impaired. A financial
asset or a group of financial assets is impaired and impairment losses are incurred
only if there is objective evidence of impairment as a result of one or more events
that occurred after the initial recognition of the asset (a ‘loss event’) and that loss
event (or events) has an impact on the estimated future cash flows of the financial
asset or group of financial assets that can be reliably estimated.
The criteria that the Group uses to determine that there is objective evidence of
an impairment loss include:
– significant financial difficulty of the issuer or obligor;
– a breach of contract, such as a default or delinquency in interest or principal
payments;
– the Group, for economic or legal reasons relating to the borrower’s financial
difficulty, granting to the borrower a concession that the lender would not otherwise consider;
– it becomes probable that the borrower will enter bankruptcy or other financial
reorganisation;
– the disappearance of an active market for that financial asset because of financial difficulties;
The Group first assesses whether objective evidence of impairment exists.
For loans and receivables category, the amount of the loss is measured as
the difference between the asset’s carrying amount and the present value of
estimated future cash flows (excluding future credit losses that have not been
incurred) discounted at the financial asset’s original effective interest rate. The
carrying amount of the asset is reduced and the amount of the loss is recognised
in the consolidated income statement. If a loan or held-to- maturity investment
has a variable interest rate, the discount rate for measuring any impairment loss
is the current effective interest rate determined under the contract. As a practical
expedient, the Group may measure impairment on the basis of an instrument’s
fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the impairment
was recognised (such as an improvement in the debtor’s credit rating), the reversal
The Group classifies its financial assets in the following categories: at fair value
through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(a) Financial assets assessed at fair value through profit or loss
There are two sub-categories here: financial assets held for trading and financial
assets identified at fair value.
A financial asset is classified in the ‘held for trading’ category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised
as held for trading unless they are designated as hedges.
Financial assets identified at fair value include holdings that are managed and
monitored by managers on the basis of fair value. The Group’s holding in Enerji Ltd
is included in this sub-category.
Financial assets assessed at fair value via the income statement are classified
as current assets if expected to be settled within 12 months; otherwise, they are
classified as non-current.
(b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current
assets, except for maturities greater than 12 months after the end of the reporting
period. These are classified as non-current assets. The Group’s loans and receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the
balance sheet (notes 2.14 and 2.15).
(c) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated
in this category or not classified in any of the other categories. They are included
in non-current assets unless the investment matures or management intends to
dispose of it within 12 months of the end of the reporting period.
36
OPCON ANNUAL REPORT 2013
NOTES TO THE ACCOUNTS, THE GROUP
of the previously recognised impairment loss is recognised in the consolidated
income statement.
(b) Assets classified as available for sale
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. For
debt securities, the Group uses the criteria refer to (a) above. In the case of equity
investments classified as available for sale, a significant or prolonged decline in
the fair value of the security below its cost is also evidence that the assets are
impaired. If any such evidence exists for available-for-sale financial assets, the
cumulative loss – measured as the difference between the acquisition cost and
the current fair value, less any impairment loss on that financial asset previously
recognised in profit or loss – is removed from equity and recognised in the separate consolidated income statement. Impairment losses recognised in the separate
consolidated income statement on equity instruments are not reversed through
the separate consolidated income statement. If, in a subsequent period, the fair
value of a debt instrument classified as available for sale increases and the increase
can be objectively related to an event occurring after the impairment loss was
recognised in profit or loss, the impairment loss is reversed through the separate
consolidated income statement.
2.12 Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract
is entered into and are subsequently re-measured at their fair value. Hedge accounting is not used.
2.13 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and
work in progress comprises design costs, raw materials, direct labour, other direct
costs and related production overheads (based on normal operating capacity). It
excludes borrowing costs. Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses.
2.14 Trade receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one
year or less (or in the normal operating cycle of the business if longer), they are
classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method, less provision for impairment.
2.15 Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes
cash in hand and deposits held at call with banks. Other short-term highly liquid
investments with original maturities of three months or less are reported separately in the balance sheet.
2.16 Share capital
Ordinary shares are classified as equity. Mandatorily redeemable preference
shares are classified as liabilities
Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the company’s equity share capital
(treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the
company’s equity holders until the shares are cancelled or reissued. Where such
ordinary shares are subsequently sold, any consideration received is reported (net
of any directly attributable incremental transaction costs and the related income
tax effects) in profit brought forward.
2.17 Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are
classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as
non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method.
2.18 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred.
Borrowings are subsequently carried at amortised cost; any difference between
the proceeds (net of transaction costs) and the redemption value is recognised
in the income statement over the period of the borrowings using the effective
interest method.
Fees paid on the establishment of loan facilities are recognised as transaction
costs of the loan to the extent that it is probable that some or all of the facility will
be drawn down. In this case, the fee is deferred until the draw-down occurs. To
the extent there is no evidence that it is probable that some or all of the facility will
be drawn down, the fee is capitalised as a pre-payment for liquidity services and
amortised over the period of the facility to which it relates.
Preference shares, which are mandatorily redeemable on a specific date, are
classified as liabilities.
The dividends on these preference shares are recognised in the income statement as interest expense.
Bank overdraft credit is recognized as borrowing among Current liabilities in
the balance sheet.
2.19 Compound financial instruments
Compound financial instruments issued by the Group comprise convertible notes
that can be converted to share capital at the option of the holder, and the number
of shares to be issued does not vary with changes in their fair value.
The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion
option. The equity component is recognised initially at the difference between the
fair value of the compound financial instrument as a whole and the fair value of
the liability component. Any directly attributable transaction costs are allocated to
the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method.
The equity component of a compound financial instrument is not re-measured
subsequent to initial recognition except on conversion or expiry.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end
of the reporting period. On the closing date there were no compound financial
instruments.
2.20 Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is
also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted
or substantively enacted at the balance sheet date in the countries where the
company and its subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. However, deferred tax liabilities
are not recognised if they arise from the initial recognition of goodwill; deferred
income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the balance sheet date and are expected to
apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable
that future taxable profit will be available against which the temporary differences
can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where
the timing of the reversal of the temporary difference is controlled by the Group
and it is probable that the temporary difference will not reverse in the foreseeable future.
OPCON ANNUAL REPORT 2013
37
NOTES TO THE ACCOUNTS, THE GROUP
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when
the deferred income taxes assets and liabilities relate to income taxes levied by
the same taxation authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a net basis.
2.21 Employee benefits
(a) Pension obligations
The Group has defined-contribution plans only. The Group pays contributions to
publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once
the contributions have been paid. The contributions are recognised as employee
benefit expense when they are due. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in the future payments is
available.
may result in increases or decreases in estimated revenues or costs and are reflected in income in the period in which the circumstances that give rise to the
revision become known by management.
The Group uses the percentage of completion method for reporting fixed-price
agreements, which means that the Group must make estimates of how much of
the total service has been completed on the closing date. There is a risk that the
final result may deviate from the estimated result.
2.25 Leases
(b) Termination benefits
Termination benefits are payable when employment is terminated by the Group
before the normal retirement date, or whenever an employee accepts voluntary
redundancy in exchange for these benefits. The Group recognises termination
benefits when it is demonstrably committed to a termination when the entity has
a detailed formal plan to terminate the employment of current employees without
possibility of withdrawal. In the case of an offer made to encourage voluntary
redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months
after the end of the reporting period are discounted to their present value.
Leases in which a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) are charged to the
income statement on a straight-line basis over the period of the lease.
The Group leases certain property, plant and equipment. Leases of property,
plant and equipment where the Group has substantially all the risks and rewards
of ownership are classified as finance leases. Finance leases are capitalised at the
lease’s commencement at the lower of the fair value of the leased property and
the present value of the minimum lease payments.
Each lease payment is allocated between amortization of the liability and finance charges. The corresponding rental obligations, net of finance charges, are
included in ‘Long-term borrowings and current borrowings’. The interest element
of the finance cost is charged to the income statement over the lease period so
as to produce a constant periodic rate of interest on the remaining balance of
the liability for each period. The property, plant and equipment acquired under
finance leases is depreciated over the shorter of the useful life of the asset and
the lease term.
2.22 Share-based payments
2.26 Dividend distribution
At the latest AGM in 2013 the Group decided on new options schemes for senior
executives and Board members. The scheme includes 4,250,000 share options.
No options have yet been transferred.
Since all the schemes are to be based on market terms in accordance with the
Black and Scholes model, there is no benefit for the employee and therefore no
associated cost for the company.
Dividend distribution to the company’s shareholders is recognised as a liability
in the Group’s financial statements in the period in which the dividends are approved by the company’s shareholders.
2.23 Provisions
Provisions for environmental restoration, restructuring costs and legal claims are
recognised when: the Group has a present legal or constructive obligation as a
result of past events; it is probable that an outflow of resources will be required to
settle the obligation; and the amount has been reliably estimated. Restructuring
provisions comprise lease termination penalties and employee termination payments. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow
will be required in settlement is determined by considering the class of obligations
as a whole. A provision is recognised even if the likelihood of an outflow with
respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to
be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest
expense.
2.27 Assets (business disposal) held for sale
Assets (business disposal) are classified as assets held for sale when their reported
value will primarily be recovered through a sales transaction and a sale is considered highly probable. They are recognised as the lower of the recognised value
and fair value less sales costs, if their recognised value can primarily be recovered
through a sales transaction and not through regular use.
3. Financial risk management
The Group’s activities expose it to a variety of financial risks, including the effects
of changes of prices on borrowing and capital markets, currency risks and interest
risks. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Group’s financial performance.
Risk management is carried out by a central treasury department (Group treasury) under policies approved by the board of directors. Group treasury identifies,
evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management,
as well as written policies covering specific areas, such as foreign exchange risk,
interest rate risk, credit risk, use of derivative financial instruments, and investment of excess liquidity.
2.24 Revenue recognition
The Group is primarily active within energy and environmental technology, with
sales in projects that have varied content of proprietary development, design,
products and installations that are often agreed via separate deliveries.
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group’s activities.
Revenue is shown net of value-added tax, returns, rebates and discounts and after
eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably
measured, it is probable that future economic benefits will flow to the entity and
when specific criteria have been met for each of the Group’s activities as described
below. Revenue amounts cannot be measured reliably until all obligations relating
to the sale have been met or cancelled. The Group bases its assessments on historical outcomes and considers type of customer, type of transaction and special
circumstances in each case.
If circumstances arise that may change the original estimates of revenues, costs
or extent of progress toward completion, estimates are revised. These revisions
38
OPCON ANNUAL REPORT 2013
3.1 Financial risk factors
(a) Foreign exchange risk
Foreign exchange risk is the risk that the value of Swedish krona (SEK) deteriorates
in relation to other currencies. Weaker SEK means, for example, that interest payments, amortisation of loans and other payments in foreign currency will be more
expensive.
Foreign exchange risk is minimized by hedging transactions and loans. Regarding exchange rate risk for transactions, the Group’s principal aim is to hedge 50
per cent of currency exposure.
The CEO of each company has responsibility to ensure that where possible currency clauses are included in customer and supplier contracts in order to minimize
exchange rate risks for ongoing transactions.
Regarding exchange rate risks for invested capital abroad and long-term loans
and receivables in foreign currency, the Group’s policy is not to hedge exchange
rate risk.
The Group operates internationally and is exposed to foreign exchange risk
NOTES TO THE ACCOUNTS, THE GROUP
arising from various currency exposures, primarily with respect to EUR, USD and
GBP.
Of the Group’s net sales, around 0.3% (1%) is invoiced in USD, corresponding to SEK 1.0 million (3.3 m), 48.4% (34%) in EUR, corresponding to SEK 135.0
million (109.2 m), and 16.7% (22%) in GBP, corresponding to SEK 46.7 million
(72 m).
The Group’s purchases in foreign currency amounted to around SEK 199.0 million (186.5 m), of which USD constituted SEK 0 million (0.4 m), EUR 154.3 million
(116.1 m), GBP 44.3 million (69.4 m) and other currencies SEK 0.4 million (0.6 m).
If USD had fallen/risen by 10% in relation to SEK, and all other variables had
been constant, the result for the year would have risen/fallen by around SEK 0.1
million.
If EUR had fallen/risen by 10% in relation to SEK, and all other variables had
been constant, the result for the year would have risen/fallen by around SEK 1.9
million.
If GBP had fallen/risen by 10% in relation to SEK, and all other variables had
been constant, the result for the year would have risen/fallen by around SEK 0.2
million.
(b) Interest risks
The Group’s income and cash flow from activities are to all extents not dependent on changes in market interest rate levels. The Group’s interest-bearing assets
mostly have fixed interest. The Group’s interest risk arises through long-term borrowings. Loans with variable interest expose the Group to interest risks in cash
flow. Loans with fixed interest expose the Group to interest risk concerning fair
value.
By systematically following interest developments and adapting the loan portfolio, interest risk can be limited.
Dividing loans across short and long maturities with both fixed and variable
interest is one example of how interest risk can be restricted.
As of 31 December 2013 the Group’s borrowings had been reduced to a very
low level.
(c) Credit risks
The Group has established guidelines for ensuring that products and services are
sold to customers with a suitable credit background. All new customers are given
credit assessments and credit information is received.
If existing customers repeatedly transgress agreed credit periods, a new credit
assessment will be made and new information will be sought.
Depending on the results of the assessment/information a decision is made as
to whether the customer will receive credit (new or continued) or receive delivery against cash payment. Advance payments on orders apply for production of
non-standard products for customers without credit. Assessments of a customer’s
creditworthiness are made by the CEO/market manager in each company.
See also information in note 23, accounts receivable, and note 28, borrowings.
(d) Liquidity risks
As the financial statements for 2012 and 2013 show, the Group has reported
losses. There are no guarantees that the company in future will report a profit.
Liquidity risks are managed prudently, which means maintaining sufficient liquid
funds and marketable securities, available financing through sufficient credit possibilities and the possibility to close market positions. Due to the dynamic nature
of the underlying business, Group Finance aims to maintain flexibility in financing
by keeping committed credit lines available.
The Board considers that the liquidity level is unsatisfactory to secure uninterrupted and problem-free operation and therefore continues its efforts to find a
more lasting financing of the Group’s business whilst reviewing the long-term
financing structure of the company.
The Group’s financing staff shall ensure that the Group is able to make payments through banking agreements in the form of ongoing cheque credits and/
or other current credit facilities.
Managers closely follow regular forecasts for the Group’s liquidity reserve,
which comprises unutilised borrowing commitments (note 28) and liquid funds,
on the basis of expected cash flow.
Financial risks (SEK '000)
Financial liabilities As of 31 December 2013
Borrowings (excluding liabilities
for financial leasing)
Accounts payable and other liabilities
Less than Between
1 year 1 and 2 years
3,279
69,544
More than
2 years
543
–
–
–
Financial liabilities Less than Between
As of 31 December 2012
1 year 1 and 2 years
Borrowings (excluding liabilities
for financial leasing)
10,372
1,909
Liabilities for financial leasing
2,954
–
Accounts payable and other liabilities
126,589
–
More than
2 years
–
–
–
(e) Price risk
The Group is exposed to price risks concerning materials and components, especially copper, aluminium and certain electronic components.
The prices of these materials and components follow global trends. In many
cases the Group’s subsidiaries cover price risks via clauses in sales contracts.
Since the Company manufactures and markets a range of products for energy
efficiency, the market prices for electricity and energy are of great importance
where lower prices are expected to have a negative impact on sales and higher
prices a positive impact.
Handling of capital risk
The Group’s goal concerning its capital structure is to secure the Group’s ability
to continue doing business so that it can continue to pay dividends to shareholders and provide benefits for other interested parties and to maintain an optimum
capital structure in order to keep costs relating to capital low.
To maintain or adjust the capital structure the Group can change the dividend
paid to shareholders, repay capital to shareholders, issue new shares or sell assets
to reduce liabilities.
In the same way as other companies in the same industry, the Group assesses
capital on the basis of debt/equity ratio. This key indicator is calculated as net debt
divided by total capital. Net debt is calculated as total loans (comprising the items
current borrowings and long-term borrowings on the consolidated balance sheet)
with deductions for liquid funds. Total capital is calculated as shareholders’ equity
on the consolidated balance sheet plus the net debt.
Capital risk (SEK '000)
As of 31 december
Total borrowings Minus: liquid funds and current investments Minus: long-term receivables
Net debt
Total shareholders’ equity
Total capital 2013
2012
3,672
–17,853
–20,413
–34,594
456,207
421,613
15,235
–1 ,113
–75,438
–77,316
485,018
407,702
na
na
Debt/equity ratio
3.2 Reporting of derivative instruments and hedges
On the closing date the Group had not signed any derivative instruments.
3.3 Calculation of fair value
Reported value, minus any assessed credits, for accounts receivable and accounts
payable, are expected to match their fair value. The fair value of financial liabilities
is calculated, for reporting in the notes, by discounting future contracted cash flow
at the current market interest rate that is available for the Group for similar financial
instruments.
OPCON ANNUAL REPORT 2013
39
NOTES TO THE ACCOUNTS, THE GROUP
The following table presents the Group’s assets and liabilities assessed at
fair value as of 31 December 2013:
(tkr)
Assets
Securities Liabilities
Derivative instruments
held for trading
Level 1
Level 2
Level 3
Total
512––
512
––––
The following table presents the Group’s assets and liabilities assessed at
fair value as of 31 December 2012:
(tkr)
Assets
Securities Liabilities
Derivative instruments
held for trading
Level 1
Level 2
Level 3
Total
1,603––
1,603
–
–
–
–
Levels are defined as follows.
Level 1:
Listed prices on active markets for identical assets or liabilities.
Level 2:
Other observable data for assets or liabilities than those listed prices included in
level 1. Data is either direct price listings or data associated with price listings.
Level 3:
One or more inward data based on market information not openly observable.
4. Critical estimates and assessments
Estimates and assessments are checked continually and are based on historic experience and other factors, including expectations for future events considered to be
reasonable under current conditions.
4.1 Important estimates and assumptions for accounting purposes
The Group makes estimates for, and assumptions about, the future. Estimates for
accounting purposes, by definition, rarely match actual outcomes. The estimates
and assumptions that entail a significant risk for major adjustments in reported
value for assets and liabilities in the coming financial year are presented below.
(a) Testing of impairment requirement for goodwill
The Group tests each year to see if there is an impairment requirement for goodwill, in accordance with the accounting principles described in point 2.6. The
recovery value of cash-generating units has been established by calculating the
utilisation value. Certain estimates must be made for these calculations (note 18).
(b) Income taxes
The Group is obliged to pay tax in different countries. Considerable assessment
is required to establish worldwide provisions for income taxes. There are many
transactions and calculations for which the final tax is uncertain at the time of
making the transaction or calculation. At present there are no uncertainty factors
that have a significant effect.
(c) Deferred tax receivables
The company considers that the established business plans for the coming years
supports the deferred tax receivable entered in the balance sheet. See note 11 and
note 20 for basic assumptions used in the business plans.
(d) Evaluation of capitalised development costs
Each year the Group examines whether there is an impairment requirement for
capitalised development costs in accordance with the reporting principle described
in point 2.6. All development projects of significant size undergo a separate impairment test. Certain estimates must be used for these calculations (note 18).
40
OPCON ANNUAL REPORT 2013
NOTES TO THE ACCOUNTS, THE GROUP
2 SEGMENTS (SEK ‘000)
In 2012 the Group sold the Engine Efficiency segment and is now reporting an operating segment for remaining business. The basis for identifying a reportable segment
is the internal reporting as reported to and monitored by the highest-placed executives. As the highest-placed executives the Group has identified the steering group that
takes strategic decisions. The steering group now monitors results for remaining business as a segment.
Country
Sales
AssetsInvestments
20132012
20132012
20132012
Sweden
Europe excluding Sweden
USA
Other countries
Total
– of which, project sales
– of which, goods/services
– of which royalties/licences, rents
50,775105,735
189,061
184,082
1,3674,961
37,640
22,074
278,843316,852
207,839
297,404
57,587
11,290
13,417
8,158
489,804628,393
116,206
114,127
58 91
–
–
606,068742,611
11,991 36,177
518
654
–
–
–
–
12,509 36,831
The Group’s business activities take place primarily in Europe. Major efforts are being made meanwhile to internationalise the business further and grow on markets
outside Sweden. Sales figures are based on the country where the customer is based. Assets and investments are reported where the asset is.
3 DEPRECIATION (SEK ‘000)
Depreciation included in cost of sold goods
Depreciation included in administration costs
Depreciation included in research and
development costs
Impairment of intangible assets
Impairment of inventories
Total depreciation 4 COSTS DISTRIBUTED BY TYPE (SEK ‘000)
31-12-201331-12-2012
3,278
2,683
9,098
1,926
5,781
–
–
11,742
10,037
71,849
10,515
103,425
Depreciation and impairment
Cost of remuneration to employees
Cost of materials and other costs
Total costs distributed by type for
remaining business
Total costs
31-12-201331-12-2012
11,742
111,689
208,138
103,425
113,819
286,034
331,569
331,569
503,278
503,278
Depreciation and impairment of intangible assets amounted to SEK 6,491,000
(9,829,000), of which SEK 5,781,000 (9,829,000) is included in research and
development costs. Other depreciation includes depreciation of tangible assets.
OPCON ANNUAL REPORT 2013
41
NOTES TO THE ACCOUNTS, THE GROUP
5 AVERAGE NO. OF EMPLOYEES, WAGES, OTHER REMUNERATION AND SOCIAL COSTS
20132012
The average number of employees, broken-down
into men and women, amounted to:
Women
Men
Total for Group
2122
130132
151
154
Salaries and remuneration amounted to (SEK ‘000)
The Board, CEOs and deputy CEOs1
Other employees
Total salaries and remuneration
10,66710,426
70,382
69,923
81,049
80,349
Payroll overheads
Pension costs for Board, CEOs and and deputy CEOs1 23,031
1,797
Pension costs for other employees Total salaries, payroll overheads and pension costs
25,087
1,602
5,8126,781
111,689
113,819
1) Refers to Board members, CEO and deputy CEO of parent company and CEOs
of subsidiaries.
Average no. of employees
Sweden
Germany
The UK
2013201320122012
WomenMen
WomenMen
Sweden
Germany
The UK
6,54849,524 5,19253,117
3,18714,819 4,33510,926
9326,039
8995,880
1) Refers to Board members, CEO and deputy CEO of parent company and CEOs
of subsidiaries.
Remuneration to senior executives
Principles
Remuneration to the Chairman of the Board and to Board members is determined
by a vote at the Annual General Meeting. Remuneration to the CEO and other senior executives comprises a basic salary, other benefits (company car) and pension.
There is no bonus scheme.
Pension benefits and other benefits to the CEO and other senior executives are a
part of the total remuneration package.
Other senior executives are the deputy CEO of the parent company, other members of the Group management team and the CEOs and site managers of the subsidiaries. None of the Board members is a woman and none of the senior management team is a woman. The number of other senior executives is five.
8871090
933 832
410 410
Remuneration and other benefits during the year (SEK)
Chairman of the Board Bill Tunbrant
Board member Ulf Ahlén
Board member Kenneth Eriksson
Board member Mats Gabrielsson
Board member Bengt E Johnson
CEO, parent company Rolf Hasselström
Deputy CEO, Göran Falkenström
Deputy CEO, Niklas Johansson
CEOs of subsidiaries (4 people)
Other senior executives (1 person)
Remuneration and other benefits during 2012 (SEK)
Chairman of the Board Mats Gabrielsson
Board member Ulf Ahlén
Board member Kenneth Eriksson
Board member Bengt E Johnson
Board member Bill Tunbrant
CEO, parent company Rolf Hasselström
Deputy CEO, Göran Falkenström
Deputy CEO, Niklas Johansson
CEOs of subsidiaries (4 people)
Other senior executives (1 person)
Basic salary/ Board fee
150,000
100,000
100,000
100,000
100,000
2,754,000
1,261,866
1,337,932
4,963,807
814,636
Basic salary/ Board fee
150,000
100,000
100,000
100,000
100,000
2,754,000
1,064,880
1,022,378
5,233,958
316,794
Pension expenses refer to expenses that affect the year’s profit/loss. The pension
premium for the CEO amounts to 35% of the pension-based salary. Pension premiums for other senior executives amount to between 20-35% of the pension-based
salary. The retirement age for the CEO and other senior executives is 65.
Terms of dismissal
The company must give the CEO 18-24 months’ notice of dismissal, while the CEO
must give the company six months’ notice. No redundancy payments will be made
in addition to normal salary during the notice period. For other senior executives,
the company must give between 6-18 months’ notice of dismissal, while senior
42
Salaries and remuneration divided by country
20132013 20122012
BoardOther BoardOther
and CEO1employees
and CEO1 employees
OPCON ANNUAL REPORT 2013
Other
benefits
Pension
cost
Share-based
remuneration
Other
Total
remuneration
–
–
–
–
–
82,980
102,840
43,920
71,400
55,900
–
–
–
–
–
946,009
355,520
313,455
181,784
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
150,000
100,000
100,000
100,100
100,000
3,782,989
1,720,226
1,695,307
5,216,991
870,536
Other
benefits
Pension
cost
Share-based
remuneration
Other
remuneration
Total
–
–
–
–
–
84,799
108,964
44,320
–
32,600
–
–
–
–
–
961,147
359,239
244,510
37,367
40,165
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
150,000
100,000
100,000
100,000
100,000
3,799,946
1,533,083
1,311,208
5,271,325
389,559
executives must give the company three to six months’ notice. In addition to salary,
severance pay for 6-12 months has been agreed for certain senior executives.
Procedures
The parent company’s Board of Directors has authorised the Chairman of the Board
to set salary and remuneration for the CEO in accordance with principles established by the Board. Salary and remuneration for other senior executives are set
by the parent company’s CEO, Group President and chairmen of the subsidiaries’
boards, in accordance with principles established by the Board.
NOTES TO THE ACCOUNTS, THE GROUP
6 OPERATING EXPENSES (SEK ‘000)
7 TRANSACTIONS WITH RELATED PARTIES (SEK '000)
Commitments concerning operational leasing contracts – for which a
Group company is the lease holder
The Group rents a number of properties, offices and warehouses via operational
leasing contracts that are not revocable. These contracts have different terms,
index clauses and extension rights.
The Group also leases different types of machinery and other technical equipment via revocable operational leasing contracts. The notification period for the
Group in these contracts is six months.
When a leasing contract means that the Group, as lease holder to all extents
and purposes enjoys the full economic benefits and carries the full economic risks
attributable to the leasing object, the object is reported as a fixed asset in the
consolidated balance sheet. A corresponding commitment to pay leasing fees in
future is reported as a liability.
Future total minimum leasing fees for non-revocable operational leasing contracts are as follows:
20132012
Operational leasing contracts
Nominal value of future leasing fees concerning
non-revocable leasing contracts
Leasing expenses for the year
Future leasing expenses within one year
Future leasing expenses 1-5 years
Future leasing expenses more than 5 years
Total
Remuneration to auditors Remuneration to auditors
PwC
Auditing
Other assignments
Total
Other auditing companies
Auditing
Sub-total
Grand total
17,140
16,486
11,824
14,319
15,189
32,109
568
1,933
44,72164,847
1,083
560
–
189
1,083749
120
150
120150
1,203899
The auditing assignment refers to checks of the annual report and accounts and
the management of the Board and the CEO, other duties that the auditors of the
company are asked to perform and advice or other support relating to observations made during the auditing assignment or related duties. All other work is
‘Other assignments’.
20132012
The following transactions were carried out
with related parties:
Purchase of goods and services
Essarem AB, rental for property in Nacka
Gabrielsson Invest AB, interest, guarantee payment,
consultancy fees
4,000
2,200
200
3,731
In Q1 2013 Salamino AB acquired financial assets from Opcon for SEK 19 million
in the form of a three-year interest-bearing sales reversal from the sale of Engine
Efficiency. The transferral price represents a discount of 11%.
20132012
Remuneration to key decision maker
Rolf Hasselström, salary and other employment benefits
Mats Gabrielsson, Board fee 3,783
100
3,800
150
Closing balance at year-end
Liabilities to Mind Finance AB and Essarem AB
5,500
1,368
Mind Finance is owned by Salamino AB. Salamino AB and Essarem AB are owned
by Gabrielsson Invest AB, which is owned by Mats Gabrielsson, a major shareholder in Opcon and the chairman of the Board of Opcon. Rolf Hasselström is a
major shareholder in, and CEO of, Opcon. (See also note 5).
8 EXCHANGE RATE DIFFERENCES (SEK ‘000)
20132012
Exchange rate differences are reported in
the profit/loss statements as follows:
Cost of goods sold
Total exchange rate differences
9
9
–1,442
–1,442
9 OTHER OPERATING COSTS (SEK '000)
20132012
Reassessment of shares and participations, Enerji
Impairment of asset items
Other Total other operating income
–1,019
–
–254
–1,273
–2,884
–100,214
–
–103,098
10 FINANCIAL INCOME AND EXPENSES (SEK ‘000)
20132012
Interest income 1 180
737
Total financial income, remaining business Total financial income
1 180
1 180
737
737
Interest expenses, remaining business
Total financial expenses
–10 946
–10 946
–21 449
–21 449
Specification
Financial expenses
Interest costs and financial fees –10 946
–21 449
Financial income
Interest income
1 180
737
OPCON ANNUAL REPORT 2013
43
NOTES TO THE ACCOUNTS, THE GROUP
11 INCOME TAXES (SEK ‘000)
Tax for the year
Current tax
Deferred tax (as below)
Tax in profit/loss statements 20132012
–
–
0
–63
–41,321
–41,384
Tax on consolidated earnings before tax differs from the theoretical amount that
would have been obtained via a weighted average tax rate applicable for earnings
in the consolidated companies as follows:
20132012
Reported earnings before tax
– Tax according to Swedish tax rate of 22% (26.3%) – Effects of foreign tax rates
– Tax-exempt income
– Non-deductible expenses
– Group adjustment for which no
deferred tax receivable is reported
– Re-assessment of deferred tax due to
changed corporation tax rate in Sweden
– Taxable deficit for which deferred tax
receivable not utilised
– Impairment of deferred tax receivable
relating to deficit deduction – Other items
Total
–64,092
14,100
–296
2
–156
–207,138
54,477
–671
–
–1,902
–685
–91
–
–16,598
–12,965
–36,612
––40,000
–
13
0–41,384
Temporary differences
Temporary differences arise when the recorded value of assets or liabilities is different to the taxable value. Temporary differences regarding the following items have
resulted in deferred tax liabilities and deferred tax receivables.
20132012
Deferred tax liabilities
Deferred tax liabilities, opening balance
Reported in income statement
Total deferred tax liabilities
12,876
–
12,876
4,742
8,134
12,876
Deferred tax receivables
Deferred tax receivables, opening balance
Change via income statement
Translation differences
Reclassification, business held for sale
Total reported deferred tax receivables
39,392
–
–
–
39,392
69,970
–33,187
–
2,609
39,392
Deferred tax receivables and tax liabilities are offset when there is legal justification
and when deferred tax relates to the same tax authority. All of the deficit deductions
that form the basis for the deferred tax receivables presented above for the Group
are attributable to deficit deductions in Sweden. The life-length of all deficit deductions in Sweden is currently assessed to be unlimited.
Opcon’s management tests annually the deferred tax asset against a sound business model. Accordingly, management believes that the current reported fiscal
losses will be utilized. Based on these projections and considering this year's loss
and the fact that the threshold for recognizing deferred tax is higher than for other
assets, the Board has not retained any additional deferred tax during the year and
not taken up the deferred tax asset corresponding to SEK 13.0 million. Thus, the
Company reported on 31 December 2013 unchanged deferred tax assets of SEK
39.4 million. Nevertheless, the Board retains the right to fiscally exploit unrecognized deferred tax assets totalling SEK 89,201,000. The total amount of available
deferred tax assets therefore amounts to SEK 128.6 million.
Deferred tax receivables
– Deferred tax receivables to be utilised after 12 months
Deferred tax liabilities
– Deferred tax liabilities to be paid after 12 months
44
OPCON ANNUAL REPORT 2013
20132012
39,392
39,392
12,876
12,876
12 EARNINGS FROM DIVESTED BUSINESS (SEK ‘000)
Earnings from divested business
20132012
–1,600
95,559
Profit attributable to the capital gain/loss from the sale of SEM AB, which was sold
in November 2012 and the results of the business until its sale (valid only in 2012).
13 EARNINGS PER SHARE (SEK ‘000)
Before dilution
Earnings per share before dilution are calculated by dividing the profit attributable
to parent company shareholders by the weighted average number of ordinary
shares in issue during the year, excluding ordinary shares purchased by the company and held as shares in the parent company.
20132012
Profit/loss from remaining business attributable
to parent company shareholders Weighted average number of outstanding
ordinary shares in issue (‘000)
Earnings per share before dilution
Profit/loss from divested business attributable
to parent company shareholders
Weighted average number of outstanding
ordinary shares in issue (‘000)
Earnings per share before dilution Profit/loss attributable to
parent company shareholders Weighted average number of outstanding
ordinary shares in issue (‘000)
Earnings per share before dilution –62,492
–248,522
331,085
–0.19
131,569
–1.89
–1,600
95,559
331,085
–
131,569
0.73
–64,092
–152,963
331,085
–0.19
131,569
–1.16
Earnings per share after dilution
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares.
20132012
Profit/loss from remaining business
attributable to parent company shareholders Weighted average number of outstanding
ordinary shares in issue (‘000)
Earnings per share after dilution Profit/loss from divested business
attributable to parent company shareholders
Weighted average number of outstanding
ordinary shares in issue (‘000)
Earnings per share after dilution Profit/loss attributable to
parent company shareholders Weighted average number of outstanding
ordinary shares in issue (‘000)
Earnings per share after dilution –62,492
–248,522
331,085
–0.19
131,569
–1.89
–1,600
95,559
331,085
–
131,569
0.73
–64,092
–152,963
331,085
–0.19
131,569
–1.16
NOTES TO THE ACCOUNTS, THE GROUP
14 FINANCIAL ASSETS AND LIABILITIES (SEK ‘000)
Financial instruments
31 Dec 2013
Loans and accounts
Assets on balance sheet
receivable
Accounts receivable and other receivables
Other long-term receivables and holdings
Securities Liquid funds and current investments
Assets recognisedDerivatives used
at fair value
for hedging
in income statement
63,675
23,882
–
17,853
105,410
Liabilities in balance sheet
–
–
5122
–
512
–
–
–
20,2611
––
–
–
020,261
Liabilities recognised Derivatives used
at fair value
for hedging
in income statement
Borrowings
– Interest-bearing liabilities –
Other liabilities – Accounts payable, trade
–
– Other current liabilities
–
0
Financial instruments
31 Dec 2012
Loans and accounts Assets on balance sheet
receivable
Accounts receivable and other receivables
Other long-term receivables and holdings
Liquid funds and current investments
Financial assets
that can be sold
Other financial
liabilities
–
3,672
–
–
0
50,872
21,717
76,261
Assets recognisedDerivatives used
at fair value
for hedging
in income statement
Financial assets
that can be sold
82,383
82,591
17,113
182,087
–
–
–
0
–
–
–
20,261 1
–
–
020,261
Liabilities in balance sheet
Liabilities recognised Derivatives used
Other financial
at fair value
for hedging
liabilities
in income statement
Borrowings
– Interest-bearing liabilities –
–
– Financial leasing costs
–
–
Other liabilities – Accounts payable, trade
–
–
– Other current liabilities
–
–
0
0
15,235
2,954
76,574
50,015
144,778
1) Refers to holding in Air Power Group (APG), a private company based in California, USA. Since a market value is not listed and no reliable value can be ascertained, the
holding has been recognised at the acquisition amount in accordance with IAS 39.46.
2) Refers to holding in Enerji Ltd., (ERJ:ASX) Australia.
15 BUILDINGS AND LAND (SEK ‘000)
31-12-201331-12-2012
Buildings
Opening acquisition value
8,022
8,925
Sales and scrapping
–
–619
Translation differences
238
–284
Closing accumulated acquisition value
8,260
8,022
Opening depreciation
–1,267
–180
Changes for the year
– Depreciation
–944
–1,114
– Sales
–
10
Translation differences
–60
17
Closing accumulated depreciation
–2,271
–1,267
Closing reported residual value
5,989
6,755
OPCON ANNUAL REPORT 2013
45
NOTES TO THE ACCOUNTS, THE GROUP
16 MACHINERY AND OTHER TECHNICAL PLANT (SEK ‘000)
31-12-201331-12-2012
18 CAPITALISED EXPENDITURE FOR
DEVELOPMENT ACTIVITIES (SEK ‘000), continued
Capitalised expenditure for development activities consist primarily of costs for
Opening acquisition value
32,690
141,352
development and industrialisation of Opcon Powerbox, drying systems, flue gas
Change for the year
condensers and air supply systems for fuel cell vehicles.
– Purchases –
1,914
– Sales and scrapping
–5,867
–110,576
Assumptions for impairment test for expenses brought forward for develClosing accumulated acquisition value
26,823
32,690
opment work
All development projects of significant size within the Opcon Group undergo a sepOpening depreciation
–20,022
–88,626
arate impairment test. The test is performed for each product’s assumed life length,
Changes for the year which is assumed to be 15 years. After this time it is assumed that the product will
– Sales and scrapping
4,748
77,224
cease to exist and no future revenue is expected. The generated cash flows from
– Depreciation for the year –1,941
–8,620
each product are discounted and a current value obtained for the total investment.
Closing accumulated depreciation
–17,215
–20,022
The discount rate after tax varies between 10-20 percent. A key assumption
is that the commercialization of the new Opcon Powerbox starts in earnest with
Opening impairment
–5,000
–5,000
strong growth ahead. If sales total only to half of what is projected, the impairment
Closing accumulated impairment
–5,000
–5,000
requirement would be SEK 19.9 million.
An increase in the discount rate by 5% would not result in an impairment reClosing reported residual value
4,608
7,668
quirement.
17 INVENTORIES, TOOLS AND INSTALLATIONS (SEK ‘000)
19 PATENTS AND LICENCES (SEK ‘000)
31-12-201331-12-2012
20132012
Opening acquisition value
21,320
103,271
Patents
Changes for the year
Opening acquisition value
14,617
14,551
– Purchases
424
10,517
– Activated expenses
177
86
– Sales and scrapping
–4,107
–93,466
– Translation difference
20
–20
– Translation differences
93
455
Closing accumulated acquisition value
14,814
14,617
– Reclassification
–
543
Closing accumulated acquisition value
17,730
21,320
Opening depreciation
–14,121
–13,920
– Depreciation
–75
–210
Opening depreciation
–16,871
–74,848
– Translation difference
–11
9
Changes for the year
Closing accumulated depreciation
–14,207
–14,121
– Sales and scrapping
4,317
70,007
– Depreciation
–2,366
–11,417
Closing residual value acc. to plan
607
496
– Translation differences
–99
–569
– Reclassification
–
–44
Licences & rights
Closing accumulated depreciation
–15,019
–16,871
Opening acquisition value
22,44022,440
Closing accumulated acquisition value
22,440
22,440
Closing reported residual value
2,711
4,449
18 CAPITALISED EXPENDITURE FOR
DEVELOPMENT ACTIVITIES (SEK ‘000)
31-12-201331-12-2012
Opening depreciation
Closing accumulated depreciation
–398
–398
–398
–398
Closing residual value acc. to plan
22,042
22,042
A specific impairment test is performed each year for licenses and rights. The test
is performed with an assumed life of 15 years where the generated cash flows
discounted with a discount rate of 10 percent before taxes. No impairment existed.
A higher discount rate of 5 percentage points would not lead to any impairment
requirement.
Opening acquisition value
155,465
218,315
Change for the year
– Capitalised expenditure
11,908
24,464
– Scrapping
–
–9,741
– Reclassification
–
8,444
– Impairment
–
–86,017
Closing accumulated acquisition value
167,373
155,465
Opening depreciation
–27,099
–32,733
Change for the year
– Sales and scrapping
–
1,295
– Depreciation
–6,491
–9,829
– Impairment
–
14,168
Closing reported residual value,
accumulated depreciation
–33,590
–27,099
Closing reported residual value
133,783
128,366
46
OPCON ANNUAL REPORT 2013
NOTES TO THE ACCOUNTS, THE GROUP
20 goodwill (SEK '000)
31-12-201331-12-2012
Opening reported value
142 016
Change for the year
– Translation differences
2 140
– Sales
–
Closing reported value
144 156
150 896
–
–8 880
142 016
A summary of the distribution of goodwill per segment is shown below:
In the Renewable Energy business area two cash-generating units have been identified – Bioenergy and Compressor technology/Waste Heat Recovery.
Bioenergy
Compressor technology/Waste Heat Recovery
Closing residual value
31-12-201331-12-2012
113 820
30 336 144 156
111 680
30 336
142 016
Recoverable amounts for Opcon are established using estimates of utilisation value
based on estimated future cash flow before tax from financial budgets and forecasts approved by the management team and covering a five-year period.
A significant assumption within Compressor technology/Waste Heat Recovery
is that the commercialisation of the new Opcon Powerbox begins in earnest with
strong growth going forward. If sales reach half of what is expected it would require
an impairment requirement of SEK 14.2 million within Compressor technology/
Waste Heat Recovery. To reflect a greater risk in this part, therefore, the discount
rate has been raised significantly in this area.
Key assumptions used
Bioenergy Compressor technology /
Waste Heat Recovery
Operating margin (1)
Growth rate after
forecast period (2)
Discount interest (3)
4,8 % (6,8 %)
19,0 % (14,6 %)
3,0 % (3,0 %)
13,0 % (10,9 %)
3,0 % (3,0 %)
22,3 % (10,9 %)
1) Operating margin corresponds to the forecast average operating margin for
cash-generating units including allocated parent company costs. The assumed operating margins are based on gross margins from existing and new products less costs
Opcon estimates for sales, administration, research and development. For existing
products and product areas, gross margins are based on historical data with consideration for the changed production structure. For new products and products in
the initial commercial phase, gross margins are based on quotations received from
suppliers and the company’s product calculations.
2) Weighted average growth rate used to extrapolate cash flow beyond the budget
period. For a specific product sector, limited mostly to Sweden, a growth rate of
2% has been used.
3) Discounting interest after tax is applied using a model that includes 10-year
state-loan interest and a risk premium for listed companies similar in size to Opcon.
Furthermore, a couple of product areas experiencing strong growth, or expected
to undergo strong expansion, such as Opcon Powerbox, have been given an extra
risk premium.
Sensitivity analysis
A number of sensitivity analyses were carried out based on the impairment test that
was performed.
The outcomes are presented below of changes in a number of variables. If the
variables change, the outcome is valid provided all other variables are unchanged.
Based on the following sensitivity analysis it was decided that there was no impairment requirement as of 31 December 2013.
Sensitivity analysis
Compressor technology/Waste Heat Recovery
Discount interest
Impairment Growth beyond
Impairment
requirement (SEK m)
forecast
requirement (SEK m)
Reduction in
average
operating margin
Impairment
requirement (SEK m)
16.3 %
–
3.0 %
–
2.0 %
–
19.3 %
–
2.0 %
–
4.0 %
–
22.3 %
–
1.0 %
–
6.0 %
–
25.3 %– ––––
28.3 %– ––––
Sensitivity analysis
Bioenergy
Discount interest
Impairment Growth beyond
Impairment
requirement (SEK m)
forecast
requirement (SEK m)
Reduction in
average
operating margin
Impairment
requirement (SEK m)
11.0 %
–
3.0 %
–
0.5 %
–
12.0 %
–
2.0 %
–4.6
1.0 %
–16.6
13.0 %
–
1.0 %
–31.8
2.0 %
–50.1
14.0 %
–2.8 ––––
15.0 %
–19.3 ––––
OPCON ANNUAL REPORT 2013
47
NOTES TO THE ACCOUNTS, THE GROUP
21 OTHER LONG-TERM RECEIVABLES AND HOLDINGS
24 PREPAID COSTS AND ACCRUED INCOME (SEK ‘000)
(SEK ‘000)
31-12-201331-12-2012
Opening acquisition value
Change for the year
– Other long-term receivables Closing accumulated acquisition value
Closing residual value acc. to plan
102,852
40,939
–58,709
44,143
44,143
61,913
102,852
102,852
The change during the year was mainly due to the divestment of the sales reversal
obtained during the sale of SEM AB in 2012.
Prepaid rents
Insurance premiums
Accrued income
Other items
Total
Work in progress, non-invoiced income
Work in progress, income for contract
Invoiced contracted work in progress
31-12-201331-12-2012
Valued at acquisition value
Raw materials
Work in progress
Completed goods
Total
26,314
25,941
30,612
83,113
12,969
9,241
69,895118,295
23 ACCOUNTS RECEIVABLES (SEK ‘000)
31-12-201331-12-2012
Accounts receivable
Reservations for reduction in value of receivables
Accounts receivable, net
Changes in reserve for uncertain accounts receivable
As of 1 January
Receivable written off during the year
and not recoverable Reserve for uncertain receivables As of 31 December
46,306
–979
45,327
55,751
–1,295
54,456
1,295
389
–109
–207
979
342
1,248
1,295
The book value of accounts receivable is in agreement with fair value.
Payment maturities
Accounts receivable
Not due
Less than 3 months 3 to 6 months
More than 6 months
Currency distribution
Accounts receivable
SEK
EUR
USD
Other currencies
48
OPCON ANNUAL REPORT 2013
2013
2012
45,327
54,456
25,497
31,389
6,193
3,303
2,275
1,545
11,362
18,219
45,32754,456
45,327
125,626
24,85126,316
13,87214,494
234563
6,370
13,083
45,32754,456
304
2,125
134
92
14,199
11,761
6,719
6,575
21,35620,553
25 CONTRACTOR AGREEMENT (SEK ‘000)
22 INVENTORIES (SEK ‘000)
31-12-201331-12-2012
20132012
298,800
–263,454
346,907
–298,279
Total non-invoiced income for work in progress 35,34648,628
Invoiced income for work not completed
Invoiced contracted work in progress
Work in progress, income for contract
Total invoiced income for work not completed
222,622
–190,113
32,509
282,253
–230,525
51,728
NOTES TO THE ACCOUNTS, THE GROUP
26 SHAREHOLDERS’ EQUITY
27 OTHER PROVISIONS (SEK ‘000)
A specification of changes in shareholders’ equity is included in the report entitled
“Changes in shareholders’ equity”.
The accumulated exchange rate differences for shareholders’ equity is
SEK –7,768,000 (–9,053,000).
20132012
Opening balance
– New provisions
As of 31 December 3,780
307
4,087
2,305
1,475
3,780
Provisions comprise:
Warranty provisions
Provisions at period-end
4,087
4,087
3,780
3,780
Shares
No. on 1 Jan. 2012
New share issue
No. on 31 Dec. 2012
New share issue
New share issue
No. on 31 Dec. 2013
Total no. of shares
130,171,135
167,714,141
297,885,276
12,087,454
34,441,415
344,414,145
The nominal value of shares is SEK 1.25. All shares have been fully paid. The company does not hold any of its own shares. (There is only one class of shares.)
In 2013 Opcon’s Board decided to perform two directed new share issues as
mandated by the 2012 AGM. Opcon performed a directed issue of 12,087,454
shares at SEK 0.59 per share to GEM Global Yield Fund Limited. In June a directed
new issue was made to Hong Kong Snowman Technology Ltd, with 34,441,415
shares issued at a price of SEK 0.78 per share. This raised around SEK 34 million before costs. The total number of shares after these two share issues is 344,414,145.
In 2012 a decision was made to reduce the share capital by SEK 97,628,351,
which implies a nominal value of SEK 1.25 per share. A rights issue of 167,714,141
shares were issued at a price of SEK 0.50 per share and raised around SEK 84 million
for the company before costs.
In 2011 Opcon signed an agreement with GEM Investment Advisors, Inc. and
GEM Global Yield Fund Ltd concerning an equity line financing facility worth up
to SEK 250 million over a period of 36 months. After the end of the period this
agreement was extended by two years. The agreement gives Opcon an opportunity
to successively raise capital against the right to subscribe for new shares. After the
new issue directed to GEM at the start of 2014, SEK 227 million remained within
this framework.
In accordance with the agreement, Opcon will issue 2.2 million buy options with
a subscription price of SEK 24 and a period running until 3 May 2016. The options
have been subscribed and allocated to GEM Global Yield Fund Ltd. The options will
be recalculated after the new share issues have been completed.
At the 2013 AGM it was decided to establish two further options schemes for
senior executives and Board members. The scheme involves 2,500,000 options for
senior executives and 1,750,000 for directors. The options have been subscribed
by, and allocated to, Opcon’s subsidiary, SRM, to be passed on to senior executives
and Board members. No options have been transferred yet. The Board of Directors has also received previous authorization to issue option programs for senior
executives and directors. No options in the programs have been transferred. These
programmes have since been replaced by those decided at the 2013 AGM.
Warranty provisions
The Group provides warranties for certain products and the subsidiaries undertake
to repair or replace parts that do not perform properly. Provisions amounting to SEK
4,087,000 (3,780,000) were reported on the closing date for anticipated warranty
claims, based upon experience of previous levels for repairs and replacements.
28 BORROWINGS, INTEREST (SEK ‘000)
31-12-201331-12-2012
Interest-bearing liabilities
Long-term
Liabilities to credit institutions
543
Total long-term liabilities 5431,909
1,909
Current
Liabilities to credit institutions
Financial leasing
Total current liabilities 3,129
–
3,129
10,372
2,954
13,326
Total interest-bearing liabilities
3,672
15,235
All long-term loans are in SEK. The unutilised share of the overdraft facility at the
end of the year was SEK 18,776,000 (11,561,000).
Maturity structure for debt with credit institutions (excluding bank overdraft faculties and factoring)
20132012
6 months or less
6-12 months
1-5 years
–
3,129
543
7,100
6,226
1,909
Terms such as interest and limits for the bank overdraft and short term borrowings
are subject to annual review with lenders. Pledged security for loans and credit from
financial institutions are shown in note 30.
OPCON ANNUAL REPORT 2013
49
NOTES TO THE ACCOUNTS, THE GROUP
29 ACCRUED EXPENSES AND PREPAID INCOME (SEK ‘000)
31-12-201331-12-2012
Accrued salaries
Accrued holiday pay Accrued payroll overheads
Accrued costs for ongoing orders
Accrued consultant costs
Other items
Total
286
662
7,806
7,659
2,557
2,558
–
12,485
–
7,918
13,472
16,096
24,12147,378
31 THE OPCON SHARE, continued
Data per share Average no. of shares, ‘000
No. of shares at end of year,
‘000
30 PLEDGED SECURITIES (SEK ‘000)
31-12-201331-12-2012
17,845
1,759
19,604
31 THE OPCON SHARE
The Opcon share has been listed on the O-list of the Stockholm Stock Exchange
since 1998 and is now listed on the Small Cap list of OMX Stockholm exchange.
As mandated by the 2012 AGM, Opcon’s Board performed a directed issue of
12,087,454 new shares at SEK 0.59 per share to GEM Global Yield Fund Limited.
After the issue the total number of outstanding shares in Opcon AB was
309,972,730.
As mandated by the 2012 AGM, Opcon’s Board performed a directed issue of
34,441,415 new shares at a price of SEK 0.78 per share. This new issue was made
to Hong Kong Snowman Technology Ltd. The total number of shares after this share
issue is 344,414,145.
Ownership
At the end of 2012 the largest owners of Opcon AB were B.O. Intressenter AB and
Hong Kong Snowman Technology Ltd.
At the end of 2013 Opcon had 6,951 (6,509) registered shareholders.
Dividend
The Board proposes that no dividend be paid for the 2013 financial year.
Options scheme
Opcon currently has an options scheme 2011/2016 for which options have been
transferred. In accordance with the agreement with GEM, Opcon has issued 2.2 million subscription options with a subscription price of SEK 24 and a period running
until 3 May 2016. The options have been subscribed and allocated to GEM Global
Yield Fund Ltd. Following the issue of further options since 2011 these options will
be recalculated.
At the 2013 AGM it was decided to establish two further options schemes for
senior executives and Board members. The scheme involves 2,500,000 options for
senior executives and 1,750,000 for directors. The options have been subscribed
by, and allocated to, Opcon’s subsidiary, SRM, to be passed on to senior executives
and Board members. No options have been transferred yet. The Board of Directors has also received previous authorization to issue option programs for senior
executives and directors. No options in the programs have been transferred. These
programmes have since been replaced by those decided at the 2013 AGM.
OPCON ANNUAL REPORT 2013
–0.19
–1.16
–1.31
0.22
0.31
–0.19
–1.16
–1.31
0.22
0.31
1.32
0
1.63
0
4.37
0
20.41
0
19.84
0
331,085
131,56941,90524,98022,011
344,414 297,855 130,171
Largest shareholders, 30 December 2013
For own provisions and liabilities
Provisions in respect of liabilities to credit institutions
– Property mortgages
17,951
Other pledged securities (retention of title)
–
Total pledged securities
17,951
50
20132012201120102009
Profit/loss per share
before dilution, SEK
Profit/loss per share
after dilution, SEK
Shareholders’ equity
per share, SEK
Dividend per share, SEK
25,159
24,532
No. of shares
Percentage
65,480,358
34,441,415
23,556,932
7,801,505
7,569,046
7,287,735
6,900,000
6,563,749
3,782,765
3,189,554
19.0
10.0
6.84
2.27
2.20
2.12
2.0
1.91
1.10
0.93
B.O. Intressenter AB
Hong Kong Snowman Technology Ltd.
Försäkringsbolaget Avanza
Calamus AB
Emmaljunga Holding AB
Nordea Bank AB
Graze AB
Nordnet Pension AB
Robur Försäkring
Fiddeledet Konsult AB
Source: Euroclear Sweden
Size of shareholding, 30 December 2013
Holding
No. of owners No. of shares
Holding, %
1-500
1,491 295,0440.09
501-1000
645 532,6840.15
1001-5 000
1,923
5,348,865
1.55
5 001-10 000
812
6,525,131
1.89
10 001- 2,080
331,712,421
96.32
Total
6,509344,414,145 100.0
Source: Euroclear Sweden
Owner distribution,
30 December 2013
No. of owners No. of shares Holding, %
Legal entities
– of whom, resident in Sweden
Individuals
– of whom, resident in Sweden
Total
– of whom, resident in Sweden
455
214,885,910
275
152,830,609
6,496129,528,235
6,439
125,885,331
6,951344,414,145
6,714
278,715,940
62.39
37.61
100.0
80.92
Source: Euroclear Sweden
32 CONTINGENT LIABILITIES (SEK ‘000)
The Group has contingent liabilities concerning bank guarantees and other guarantees and other issues arising from normal business activities. No significant liabilities
are expected to arise from these contingent liabilities.
Guarantees and sureties
Total contingent liabilities
31-12-201331-12-2012
52,810
52,810
70,831
70,831
PARENT COMPANY’S PROFIT/LOSS STATEMENTS
SEK '000
Note20132012
33
Net sales
3433,17428,904
Cost of goods/services sold
–33,036
–28,764
Gross profit
138
140
Administrative costs–16,078–14,473
Operating loss
35, 36, 37, 38–15,940–14,333
Profit/loss from financial items
Impairment of shares in subsidiaries
42
Profit/loss from participations in Group companies
39
Other interest income and similar profit/loss items
40
Interest income and similar profit/loss items
40
Received/paid Group contribution
Profit/loss after financial items
–
–1,600
7,813
–5,864
–2,894
–18,485
–130,000
83,513
8,058
–12,754
–49,026
–114,542
Tax on profit for the year
41
Profit/loss for the year
–
–18,485
–36,942
–151,484
OPCON ANNUAL REPORT 2013
51
PARENT COMPANY's BALANCE SHEET
SEK '000
ASSETS
Fixed assets
Tangible fixed assets
Inventories, tools and installations
Note31-12-201331-12-2012
43
271
488
Financial fixed assets
Deferred tax 41
35,969
35,969
Participations in Group companies
33, 42
245,624
217,574
Other long-term receivables 44
40,674
95,010
322,267348,553
Total fixed assets
322,538
349,041
Current assets
Current receivables
Accounts receivable – trade
815
734
Receivables from Group companies
225,778
198,622
Tax receivable521913
Other current receivables
1,571
1,327
Prepaid expenses and accrued income
45
655
668
229,340202,264
Cash and bank balances
Total current assets
4
229,344
620
202,884
TOTAL ASSETS551,882551,925
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity
Restricted shareholders’ equity
Share capital
46430,518372,357
Statutory reserve
35,576 59,919
Total restricted equity
466,274
432,276
Accumulated profit/loss
Premium reserve275,296275,297
Profit brought forward –228,183
–76,701
Profit/loss for the year
–18,485
–151,484
Total accumulated profit/loss 28,627
47,112
Total shareholders’ equity
494,900
479,388
Current liabilities
Interest-bearing liabilities to credit institutions
47
Accounts payable – trade
Liabilities to Group companies
Other current liabilities
Accrued expenses and prepaid income
48
Total current liabilities
3,102
5,463
43,303
1,350
3,764
56,982
10,372
6,511
39,115
1,559
14,980
72,537
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
551,882
551,925
Pledged securities
Contingent liabilities
52
OPCON ANNUAL REPORT 2013
49NoneNone
5053,74570,831
CHANGES IN SHAREHOLDERS’ EQUITY OF PARENT COMPANY / CASH FLOW STATEMENTS
SEK '000
Share
Write-up
Statutory Share premium Accumulated
Total
capital reservereservereserve
profit/loss equity
Opening balance, 1-1-2012
260,342
–76,701
557,087
Comprehensive income
Profit/loss for the year
–
–
–
–
–151,484
Total comprehensive income
0
0
0
0
–151,484
–151,484
–151,484
Transactions with shareholders
Impairment of share capital
New share issue
Total transactions with shareholders
Closing balance, 31-12-2012
Comprehensive income
Profit/loss for the year
–
–
–
–
–18,485
Total comprehensive income
0
0
0
0
–18,485
–18,485
–18,485
Transactions with shareholders
New share issue
Total transactions with shareholders
Closing balance, 31-12-2013
33,997
33,997
494,900
–
0
0
–
–
0
59,920
313,526
–
73,785
73,785
479,388
58,161
58,161
430,518
–
–
0
0
59,920
–
–
0
–228,185
CASH FLOW STATEMENTS (SEK '000)
–97,628
209,643
112,015
372,357
–
–24,164
–24,164
35,756
97,628
–135,858
–38,230
275,296
–
0
275,296
–
0
–246,670
Note
2013
2012
Operating activities
Profit/loss –15,940–14,333
Received interest7,8138,058
Paid interest
–5,864
–12,754
Paid income tax
880
–477
Depreciation217347
Total cash flow from operating activities –12,894
–19,159
Cash flow from change in working capital
Change in accounts receivable
Change in current receivables Change in accounts payable
Change in other current liabilities Total cash flow from operating activities after change in working capital
–81
–27,387
–1,048
–7,724
–49,134
–734
21,652
2,658
39,192
43,609
Cash flow from investing activities
Investment in subsidiaries
42
Divested subsidiaries 42
Divestment/amortisation of financial assets
Change in other financial assets
Total cash flow from investing activities
–180,614
152,563
53,000
–264
24,685
–74,315
80,794
–
–19,649
–13,170
Cash flow from financing activities
New share issue
Group contribution paid
Amortisation of loan
Change in long-term financial liabilities Total cash flow from financing activities
33,997
–2,894
–
–7,270
23,833
73,785
–54,578
–49,026
–
–29,819
TOTAL CASH FLOW
–616
–
Liquid assets at start of year
Liquid assets at year-end
620
4
–
620
OPCON ANNUAL REPORT 2013
53
NOTES, PARENT COMPANY
33 ACCOUNTING AND ASSESSMENT PRINCIPLES (SEK ‘000)
34 DISTRIBUTION OF INCOME (SEK ‘000)
The Parent company’s annual accounts have been prepared in accordance with
the Swedish Annual Accounts Act and RFR 2 ‘Reporting for legal entities’. RFR 2
prescribes that in its annual report the parent company shall apply International
Financial Reporting Standards (IFRS) as adopted by the EU, to the extent that this
is possible within the framework of the annual accounts act and the Swedish law
safeguarding pension commitments, and with consideration to the connection between accounting and taxation. The recommendation indicates exceptions from
IFRS and additions to them. The parent company consequently applies the principles presented in note 1 to the consolidated accounts, with exceptions as stated
below. The principles have been applied consistently for all years presented, unless
otherwise stated.
Employee benefits
The parent company reports defined-benefit pension plans in accordance with
recommendation no. 4 of the Swedish Institute of Authorised Public Accountants
concerning Reporting of pension liabilities and pension expenses. The parent company is committed to defined-benefit plans for employees. The commitments of the
parent company to pay pensions in the future thus have a current value, determined
for each individual comprising, among other factors, pension level, age and extent
to which pension has been earned. This current value has been calculated using
actuarial methods and is based on salary and pension levels on the closing date.
Pension commitments are reported as a provision in the balance sheet. Pension
commitments for white-collar staff insured via Alecta are reported in the parent
company as a defined-contribution plan. The interest part of the year’s pension
expense is reported among financial expenses. Other pension expenses are included
in operating profit/loss.
Shares and participations in subsidiaries
Participations in subsidiaries are reported in the parent company using the purchase
method after deductions for any impairment. The purchase value includes costs
relating to the acquisition and any additional amounts. Received dividends are reported as financial income. Group contributions paid are reported as a cost in the
income statement, with the tax effect reported in accordance with IAS 12 in the
income statement.
If there is an indication that shares and participations in subsidiaries have fallen
in value, an assessment is made of the recoverable value. If this is lower than the
reported value, an impairment is executed.
Leased assets
All leasing agreements in the parent company are reported according to rules for
operational leasing.
Pledges and financial guarantees
The parent company has signed pledges in favour of subsidiaries. This form of obligation is classified under IFRS as a financial guarantee contract. For these agreements the parent company applies the relief rule in RFR 2 [IAS39], and thus reports
the pledge as a contingent liability. When the company considers that a payment is
probably required to settle a commitment, a provision is made.
Deferred tax
Due to the relationship between accounting and taxation, the deferred tax liability
on untaxed reserves is reported in the parent company as part of untaxed reserves.
Group contribution
Received and paid Group contributions are reported as financial income and expenses respectively in the income statement.
54
OPCON ANNUAL REPORT 2013
20132012
Net sales turnover includes income from:
– Internal services
10,510
11,937
– Assignments for customers
22,664
16,967
Total
33,17428,904
35 OPERATING EXPENSES (SEK ‘000)
Exchange rate differences
Operating profit/loss includes exchange rate differences
concerning operating receivables and liabilities Operational leasing contracts
Nominal value of future leasing fees concerning
non-revocable leasing contracts
Year’s leasing fees
Future leasing fees within one year
Future leasing fees 1-5 years
Total
20132012
–9
153
1,429
3,198
625
1,270
331
640
2,3765,261
Remuneration to auditors
PwC
Auditing assignment
347
251
Other services
–
189
Total
347440
36 DEPRECIATION (SEK ‘000)
31-12-201331-12-2012
Depreciation included in administration costs
Total depreciation
217
217
347
347
NOTES, PARENT COMPANY
37 AVERAGE NUMBER OF EMPLOYEES, SALARIES, OTHER BENEFITS AND SOCIAL SECURITY COSTS
Average no. of employees, divided between
men and women:
Women
Men
Parent company total
Salaries and other benefits (SEK '000):
Board, CEO and deputy CEOs
Other employees
Total salaries and other benefits
(SEK '000)
Social security costs
Pension costs for Board, CEO and deputy CEOs Pension costs, other employees
Total salaries, other benefits,
social security costs and pensions
Salaries and benefits per country (SEK '000):
Sweden – Board, CEO and deputy CEOs
Sweden – other employees
Remuneration and other benefits
during the year (SEK)
Chairman of the Board, Bill Tunbrant Board member Ulf Ahlén
Board member Kenneth Eriksson
Board member Mats Gabrielsson
Board member Bengt E Johnson
CEO, parent company, Rolf Hasselström
Deputy CEO, Göran Falkenström
Deputy CEO, Niklas Johansson
Other senior executives (1 individual)
Remuneration and other benefits
in 2012 (SEK)
Chairman of the Board, Mats Gabrielsson
Board member Ulf Ahlén
Board member Kenneth Eriksson
Board member Bengt E Johnson
Board member Bill Tunbrant
CEO, parent company, Rolf Hasselström
Deputy CEO, Göran Falkenström
Deputy CEO, Niklas Johansson
Other senior executives (1 individual)
20132012
4–
66
10
6
5,704
3,868
9,572
5,192
1,275
6,467
3,599
2,522
Remuneration to senior executives
Principles
Remuneration to the Chairman of the Board and to Board members is determined
by a vote at the Annual General Meeting. No specific fees are paid for committee
work.
Remuneration to the CEO and other senior executives comprises a basic salary, other benefits (company car) and pension. There are no bonuses or variable
compensation.
Pension benefits and other benefits to the CEO and other senior executives are a
part of the total remuneration package.
1,6151,565
383
86
15,169
10,640
5,704
3,868
5,192
1,275
Basic salary/
Board fee Other
benefits Pension
costs 150,000
100,000
100,000
100,000
100,000
2,754,000
1,261,866
1,337,932
814,636
–
–
–
–
–
82,980
102,840
43,920
55,900
–
–
–
–
–
946,009
355,520
313,455
–
Basic salary/
Board fee Other
benefits Pension
costs –
–
–
–
–
84,799
108,964
44,320
32,600
–
–
–
–
–
961,147
359,239
244,510
40,165
150,000
100,000
100,000
100,000
100,000
2,754,000
1,064,880
1,022,378
316,794
Pension expenses refer to expenses that affect the year’s profit/loss. The pension
premium for the CEO amounts to 35% of the pension-based salary. Pension premiums for other senior executives amount to between 20-35% of the pension-based
salary.
The retirement age for the CEO and other senior executives is 65.
Terms of dismissal
The company must give the CEO 18-24 months’ notice of dismissal, while the CEO
must give the company six months’ notice. No redundancy payments will be made
in addition to normal salary during the notice period.
For other senior executives, the company must give between 6-18 months’ no-
Share-related
Other
Total
remuneration remuneration
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
150,000
100,000
100,000
100,100
100,000
3,782,989
1,720,226
1,695,307
870,536
Share-related
Other
remuneration remuneration
Total
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
165,000
100,000
100,000
100,000
100,000
3,799,946
1,533,083
1,311,208
389,559
tice of dismissal, while senior executives must give the company three to six months’
notice. No redundancy payments will be made in addition to normal salary during
the notice period.
Procedures
The parent company’s Board of Directors has authorised the Chairman of the Board
to set salary and remuneration for the CEO in accordance with principles established by the Board.
Salary and remuneration for other senior executives are set by the parent company’s Managing Director and the CEO and chairman of the Board of the subsidiary
in question, in accordance with principles established by the Board.
OPCON ANNUAL REPORT 2013
55
NOTES, PARENT COMPANY
38 TRANSACTIONS WITH RELATED PARTIES (SEK ‘000)
41 TAX ON PROFIT FOR THE YEAR (SEK ‘000)
20132012
The following transactions were carried out
with related parties:
Gabrielsson Invest AB and Salamino AB
Rolf Hasselström, salary and other benefits
Mats Gabrielsson, Board fee –
3,783
100
2,036
3,800
150
In Q1 2013 Salamino AB acquired financial assets from Opcon amounting to SEK
19 million in the form of a 3-year interest-bearing sales reversal from the sale of
Engine Efficiency. The transferral price represents a discount of around 11%.
Closing balance at year-end
Liability to related party
Salamino AB
20132012
–
1,368
Related parties
The owner of Salamino AB is Gabrielsson Invest AB, which is owned by Mats
Gabrielsson, a major shareholder and the chairman of the Board of Opcon. Rolf
Hasselström is CEO of Opcon and a major shareholder. All transactions with related parties are carried out on market terms.
39 PROFIT/LOSS FROM PARTICIPATIONS IN GROUP
COMPANIES (SEK ‘000)
20132012
Profit/loss from Group companies
Total
–1,600
83,513
–1,60083,513
Capital gain/loss from the sale of SEM AB, which was divested in November 2012.
Difference between tax expense and tax expense
based on current tax rate
Reported profit/loss before tax
Tax according to current tax rate
Tax effect of non-deductible costs
Tax effect of non-taxable income
Tax effect of new tax rate
Impairment of deferred tax
Tax deficit for which deferred tax is not utilised
Other items
Tax according to profit/loss statements 20132012
Profit/loss from other securities that are fixed assets
Financial income
Interest income
Interest income, Group companies
Total financial income
593
7,220
7,813
OPCON ANNUAL REPORT 2013
–114,542
30,125
–34,193
21,964
–14,766
–40,000
–
–72
–36,942
Temporary differences
Temporary differences arise when the recorded value of assets or liabilities is different to the tax value. Temporary differences regarding the following items have
resulted in deferred tax liabilities and deferred tax receivables.
Deferred tax receivables
Regarding deficit deduction
Change via income statement
Change via shareholders’ equity
Closing value, deficit deduction
Total deferred tax receivables 20132012
35,969
–
–
35,969
35,969
72,911
–36,942
–
35,969
35,969
Deferred tax receivables and tax liabilities are offset when there is legal justification
for the receivables and liabilities in question, and when deferred tax relates to the
same tax authority.
It is the assessment of the company that the business plans established for the
company in future years provide sufficient justification for the deferred tax reported on the balance sheet. In addition there are temporary differences for which
deferred tax receivables are not reported.
398
7,660
8,058
Financial expenses
Interest expenses
–5,864
–12,222
Interest expenses, Group companies
–
–532
Total financial expenses
–5,864
–12,754
56
–15,591
3,430
–3
–
–
–
–3,427
–
0
Tax rate
The current tax rate is 22% (26.3%).
40 PROFIT/LOSS FROM FINANCIAL ITEMS (SEK ‘000)
20132012
NOTES, PARENT COMPANY
42 PARTICIPATIONS IN SUBSIDIARIES
Within Opcon Group
Co. reg. no. Reg. office Participation (%)
Directly owned
Opcon Energy Systems AB 556478-6704
Svenska Rotor Maskiner AB
556350-1393
Boxpower AB
556533-8141
Boxpower International AB
556802-1660
Opcon Bioenergy AB
556493-8768
Opcon Inc.
Saxlund International Holding AB
556952-2088
Stockholm, Sweden
Stockholm, Sweden
Stockholm, Sweden
Stockholm, Sweden
Stockholm, Sweden
USA
Stockholm, Sweden
100
100
100
100
100
100
100
Indirectly owned
Saxlund Corporation
Saxlund International GmbH
Saxlund International Ltd.
Opcon GmbH
Svensk Rökgasenergi AB
556701-4740
Saxlund Bioenergy AB
556556-3961
Opti Energy Group AB
556823-7092
Opti Energi AB
556814-9883
USA
Germany
Storbritannien
Germany
Stockholm, Sweden
Stockholm, Sweden
Halmstad, Sweden
Halmstad, Sweden
90
100
100
100
100
100
100
100
Parent company
Capital, %
Votes, %
No. of shares
Book value, SEK '000
Opcon Energy Systems AB
100
100
10,000
73,229
Svenska Rotor Maskiner AB
100
100
45,000
10,000
Boxpower AB
100
100
33,971,802
9,682
Boxpower International AB
100100
1,000100
Opcon Bioenergy AB
100
100
1,008
–
Opcon Inc.
100
100
1,000
–
Saxlund International Holding AB
100
100
153,063
152,613
Total
245,624
A new company, Saxlund International Holding AB, which is to act as the parent company of the reorganized bioenergy business was started at the end of 2013. Saxlund
International Holding AB has acquired all shares in the following companies at book value from Opcon AB: Saxlund International GmbH, Saxlund International Ltd., Opcon
GmbH, Saxlund Bioenergy AB, Svensk Rökgasenergi AB and Opti Energy Group Ltd. and Opti Energi AB.
Participations in subsidiaries (SEK ‘000) 31-12-2013 31-12-2012
Opening acquisition value
363,645
321,211
Change for the year
– Acquisition of participations 180,61474,315
– Sale of participations
–152,563
–31,881
Closing accumulated acquisition value
391,696
363,645
–146,072
–16,072
Change for the year
– Write-ups
49,419
– Impairment
–49,419
Closing accumulated impairment
–146,072
Closing reported value 245,624
Opening write-ups/impairment –
–130,000
–146,072
217,573
43 INVENTORIES, TOOLS AND INSTALLATIONS (SEK ‘000)
Opening acquisition value
Closing accumulated acquisition value
31-12-2013 31-12-2012
2,0312,031
2,0312,031
44 OTHER LONG-TERM RECEIVABLES (SEK ‘000)
20132012
Opening acquisition value
Through acquisition of subsidiaries
Additional receivables Closing accumulated acquisition value
95,01040,761
–54,249
264
–
95,274
95,010
Divestments
Closing residual value according to plan
–54,600–
40,674
95,010
45 PREPAID COSTS AND ACCRUED INCOME (SEK ‘000)
Prepaid rents
Insurance premiums
Other items
Total
Opening depreciation
–1,543–1,196
Change for the year
– Depreciation –217–347
Closing accumulated depreciation
–1,760–1,543
Closing residual value acc. to plan
271488
31-12-2013 31-12-2012
88383
3886
529200
655669
OPCON ANNUAL REPORT 2013
57
NOTES, PARENT COMPANY
46 SHAREHOLDERS’ EQUITY
Shares
Number of shares Total number
Number on 1 January 2012
130,171,135
New share issue 167,714,141
Number on 31 December 2012
297,885,276
New share issue 12,087,454
New share issue 34,441,415
Number on 31 December 2013
344,414,145
In 2013 Opcon’s Board decided to perform two directed placements of new shares
as mandated by the 2012 AGM. In January a directed issue of 12,087,454 new
shares at SEK 0.59 per share was placed with GEM Global Yield Fund Limited.
In June a directed issue of 34,441,415 new shares at a price of SEK 0.78 per
share was placed with Hong Kong Snowman Technology Ltd. These two placements of new shares raised around SEK 34 million before costs. The total number
of shares after this share issue is 344,414,145.
In 2012 a decision was made to reduce the share capital by SEK 97,628,351,
which implies a nominal value of SEK 1.25 per share. A rights issue of 167,714,141
shares were issued at a price of SEK 0.50 per share and raised around SEK 84 million
for the company before costs.
No. of shares
1 January 2012
New share issue 2012
31 December 2012
New share issue 2013
New share issue 2013
31 December 2013
In 2011 Opcon signed an agreement with GEM Investment Advisors, Inc. and
GEM Global Yield Fund Ltd concerning an equity line financing facility worth up
to SEK 250 million over a period of 36 months. After the end of the period this
agreement was extended by two years. The agreement gives Opcon an opportunity
to successively raise capital against the right to subscribe for new shares. Following
a new share issue to GEM at the start of 2014, SEK 227 million remained within
this framework.
In accordance with the agreement, Opcon will issue 2.2 million buy options with
a subscription price of SEK 24 and a period running until 3 May 2016. The options
have been subscribed and allocated to GEM Global Yield Fund Ltd. These options
will be recalculated after the new share issues have been completed.
At the 2013 AGM it was decided to establish two further options schemes for
senior executives and Board members. The scheme involves 2,500,000 options for
senior executives and 1,750,000 for directors. The options have been subscribed by,
and allocated to, Opcon’s subsidiary, SRM, to be passed on to senior executives and
Board members. No options have been transferred yet.
The Board of Directors has also received previous authorization to issue option
programs for senior executives and directors. No options in the programs have been
transferred. These programmes have since been replaced by those decided at the
2013 AGM.
Ordinary shares
(SEK ‘000)
Share premium
(SEK ‘000)
Own shares
(SEK ‘000)
130,171,135260,342350,692
167,714,141
112,015
–28,158
297,885,276372,357
322,534
12,087,454
15,109
–7,977
34,441,415
43,052
–16,188
344,414,145430,518298,369
Total
(SEK ‘000)
–611,034
–
83,857
–694,891
–
7,132
–
26,864
–728,887
The total number of ordinary shares is 344,414,145 (2012: 297,885,276). The nominal value of shares is SEK 1.25. All issued shares have been fully paid.
In a preferential rights issue in 2012, 167,714,141 shares were issued after the nominal value was reduced from SEK 2 to SEK 1.25. In 2013 two directed placements of a
total of 46,528,599 new shares were issued at a nominal value of SEK 1.25.
47 BORROWINGS, INTEREST (SEK ‘000)
49 PLEDGED SECURITIES
31-12-2013 31-12-2012
Interest-bearing liabilities
Long term
Total long-term liabilities
Current
Loans
Total current loans
Total interest-bearing liabilities
0
0
50 CONTINGENT LIABILITIES (SEK ‘000)
3,10210,372
3,102
10,372
3,102
10,372
The amount from of 31 December 2013 was settled in Q1 2014 through a new
share issue to GEM Global Yield Fund Ltd.
48 ACCRUED EXPENSES AND PREPAID INCOME (SEK ‘000)
31-12-2013 31-12-2012
Accrued salaries
Accrued holiday pay Accrued payroll overheads
Accrued Board fees
Accrued auditor fees
Accrued consulting fee
Other items
Total
58
OPCON ANNUAL REPORT 2013
As of 31 December 2013 there were no pledged securities.
23
–
2,375
1,708
754
548
–
742
–
100
–
7,918
612
3,964
3,76414,980
Securities for subsidiaries
Pension commitments
Total contingent liabilities 31-12-2013 31-12-2012
53,745
–
53,745
67,831
3,000
70,831
Securities for subsidiaries consist of commitments for various guarantees, e.g. for
completion, warranty period, advances, etc. This amount includes commitments to
Nordic Guarantee. The amount for 2012 has been revised.
SIGNATURES OF THE BOARD AND CEO
The Profit and loss statements and Balance sheets will be presented to the Annual General Meeting on 6 May 2014.
The Board of Directors of Opcon AB
The Board and President certify that the consolidated accounts have been
prepared in accordance with the international accounting standards, IFRS,
as adopted by the EU and give a true and fair view of the financial position and results for the Group. The annual accounts have been prepared
in accordance with generally accepted accounting principles and give a
true and fair view of the parent company’s financial position and results.
The Report of the Directors for the Group and the parent company provides a fair review of the operations, financial position and results of the
Group and the parent company and describe the principal risks and uncertainties facing the parent company and the companies included in the
Group.
Stockholm 8 April 2014
Bill Tunbrant
Chairman of the Board
Kenneth Eriksson Board member
Rolf Hasselström
President and CEO, board member
Mats Gabrielsson
Board member
Bengt E Johnson
Board member
Shiva Farahmandrad
Employee representative, Engineer union
Our report deviates from the standard format and was submitted on 8 April 2014.
PricewaterhouseCoopers AB
Bo Hjalmarsson
Authorised Public Accountant
OPCON ANNUAL REPORT 2013
59
Auditors’ report
Auditors’ report
To the general meeting of the shareholders of
Opcon AB
Corporate identity number 556274-8623
Report on annual accounts and consolidated accounts
Significant disclosure
We have audited the annual accounts and the consolidated accounts of
Opcon AB for the 2013 financial year. The company’s annual report and the
consolidated accounts are included in the printed version of this document
on pages 26-59.
Without prejudice to our opinion above, we would like to draw attention to
the statement of the Board and CEO, in the Directors’ Report, concerning
the company’s financing situation. At the end of 2013 the Group’s liquid
assets were SEK 17.9 million. To handle short-term liquidity requirements
after the losses in 2013, the company is reviewing its financing structure.
Among other measures it may be necessary to sign new agreements for a
bank overdraft facility with a bank.
Responsibility of the Board of Directors and CEO for annual
accounts and consolidated accounts
The board and the CEO are responsible for the preparation of an annual
report that gives a true and fair view according to the Annual Accounts Act
and consolidated accounts which give a true and fair view in accordance
with International Financial Reporting Standards as adopted by the EU,
and the Annual Accounts Act, and for internal control that the Board of
Directors deems necessary to produce annual accounts and consolidated
accounts that are free of material misstatement, whether due to fraud or
error.
The auditor's responsibility
Our responsibility is to express an opinion on the annual accounts and
consolidated accounts based on our audit. We conducted our audit in
accordance with International Standards on Auditing and good auditing
standards in Sweden. These standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free of
material misstatement.
An audit involves collection in various ways of verifiable evidence about the
amounts and disclosures in the annual accounts and the consolidated accounts. The auditor selects the action to be performed, including assessing
the risks of material misstatements in annual accounts and the consolidated
accounts, whether due to fraud or error. In this risk assessment the auditor
takes into account the parts of the internal controls that are relevant for
how the company establishes its annual accounts and the consolidated
accounts to give a true and fair view in order to establish audit procedures
that are appropriate in the circumstances; but not for the purpose of expressing an opinion on the effectiveness of the company's internal controls.
An audit also includes an assessment of the appropriateness of the accounting principles used and the reasonableness of the Board of Directors'
estimates in the report, as well as evaluating the overall presentation of the
annual accounts and the consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate as the basis for our opinion.
Statements
In our opinion, the annual accounts have been prepared in accordance with
the Annual Accounts Act and in all material respects provide an accurate
picture of the parent company's financial position as at 31 December 2013
and of its financial performance and cash flows for the year in accordance
with the Annual Accounts Act, and that the consolidated accounts have
been prepared in accordance with the Annual Accounts Act and in all material respects provides an accurate picture of the Group's financial position
as at 31 December 2013 and of its results and cash flows in accordance
with international accounting standards, as adopted by the EU, and the
Annual Accounts Act. The Directors' Report is consistent with the annual
accounts' and consolidated accounts' other parts.
We recommend therefore that the Annual General Meeting adopt the
income statements and balance sheets of the Parent Company and of the
Group.
60
OPCON ANNUAL REPORT 2013
It is our opinion that it is important that these planned measures, as necessary are carried out to secure the company’s operating capital financing
and continued operation.
Report on other requirements under laws and regulations
In addition to our audit of the financial statements, we have also checked
the proposed appropriation of the profit or loss and the administration of
the Board and Managing Director of Opcon AB for 2013.
Board and Chief Executive Officer's responsibility
The Board is responsible for the proposal for the appropriation of the
company's profit or loss, and it is the Board of Directors and CEO who are
responsible for the management of the business in accordance with the
Annual Accounts Act.
The auditor's responsibility
Our responsibility is to reasonably express an opinion on the proposal
for the appropriation of the profit or loss and the management of the
company based on our audit. We conducted our audit in accordance with
generally accepted auditing practices in Sweden.
As a basis for our opinion on the Board's proposal for appropriation of the
company's profit, we examined whether the proposal complies with the
Annual Accounts Act.
As a basis for our opinion concerning discharge of responsibility, we have,
in addition to our audit of the annual accounts and the consolidated accounts examined significant decisions, actions and circumstances within the
company to determine whether any director or chief executive has a liability
to remunerate the company. We also examined whether any board member or CEO in any other way acted in contravention of the Annual Accounts
Act, Companies Act or Articles of Association.
We believe that the audit evidence we have obtained is sufficient and appropriate as the basis for our opinion.
Statements
We recommend that the Annual General Meeting use the profit in accordance with the proposal in the Directors' Report and that board members
and the CEO are discharged from liability for the fiscal year.
Our Auditors’ report was submitted on 8 April 2014
PricewaterhouseCoopers AB
Bo Hjalmarsson
Authorised Public Accountant
FIVE-YEAR SUMMARY OF THE GROUP
(For definitions, see page 63)
PROFIT AND LOSS STATEMENT (SEK 000)
2013
2012 12011 1 20102009 2
Net sales
Operating profit before depreciation
Depreciation of tangible fixed assets
Depreciation and impairment of
intangible fixed assets and inventories
278,843316,852367,388612,822682,931
–40,995–83,001–58,892 24,85074,380
–5,989–11,024–15,757–26,866–23,822
Operating profit/loss
Financial items
Profit/loss after financial items
Tax
Profit/loss for remaining business –52,726
–186,426
–84,413
–7,723
37,133
–9,766–20,712–10,255 –8,874 –9,328
–62,492
–207,138
–94,668
–16,597
27,805
–
–41,384
24,758 24,640
–8,276
–62,492
–248,522
–69,910
8,043
19,529
Profit/loss from the business held for sale
–5,782
–92,401
–9,764
–5,707
–13,425
–1,600
95,559
17,695
0
–7,082
Profit/loss for the year
–64,092
–152,963
–52,215
8,043
12,447
Profit/loss for the period attributable to parent company shareholders
Profit/loss for the period attributable to minority interest
–64,092
–152,963
–55,064
5,593
6,933
0
02,8492,4505,514
1) Figures for 2011 and 2012 do not include divested business (Engine Efficiency).
2) Figures for 2009 do not include business held for sale.
BALANCE SHEET (SEK ‘000)
2013
2012
2011
2010
2009
Intangible assets
Tangible assets
Financial assets
Total fixed assets
300,588292,920359,151334,468276,302
13,30818,87284,894
103,70280,065
83,535142,244110,909 95,843 83,032
397,431454,036554,954534,013439,399
Securities Inventories
Accounts receivable – trade
Other current assets
Liquid funds/short-term investments
Total current assets
Assets, business held for sale
Total assets
5121,6034,690
10,363
59,568
69,895118,295140,559122,546 62,409
45,327
54,456
125,626
104,967
101,025
75,05097,10868,01073,579
173,617
17,85317,11326,97321,21955,296
208,637288,575365,858332,674451,915
–
–
–
–
16,281
606,068742,611920,812866,687907,595
Shareholders’ equity
Minority shares
Interest-bearing liabilities
Deferred tax
Current non-interest-bearing liabilities
Liabilities, business held for sale
Total liabilities and equity
456,207485,018569,453513,543486,819
–
–
1,331
10,533
13,237
3,672 15,235138,057151,860115,034
12,876
12,8764,7424,742
29,957
133,313229,482207,229186,009248,811
–
–
–
–
13,737
606,068
742,611
920,812
866,687
907,595
KEY INDICATORS
Data per share
Profit/loss per share, for remaining business, SEK
Equity per share, SEK
Dividend per share, SEK
Average no. of shares (‘000)
Total no. of shares at year end (‘000)
20132012201120102009
–0.19
1.32
0
331,085
344,414
–1.16
1.63
0
131,569
297,855
–1.31
4.37
0
41,905
130,171
0.22
20.41
0
24,980
25,159
0.64
19.84
0
22,011
24,532
OPCON ANNUAL REPORT 2013
61
FIVE-YEAR SUMMARY OF THE GROUP, continued
SHAREHOLDERS’ EQUITY AND RATIOS (SEK 000)
2013
2012
2011
2010
2009
Shareholders’ equity456,207485,018569,453513,543486,819
Net financial debt–14,181 –1,878111,084130,641 59,738
Operating capital442,026483,140681,868654,717559,794
Return on equity, %–13.3–47.1–12.8 1.6 5.1
Return on operating capital, %–11.4–32.0–12.6 –1.3 7.7
Return on total capital, %–6.1
–22.3–8.9–0.8 4.9
Gross margin, %
–14.7
–26.2
–16.0
4.1
10.9
Operating margin, %–18.9–58.8–23.0 –1.3 5.4
Profit margin, %–22.4–65.4–25.8 –2.7 4.1
Equity/assets ratio, %75.565.358.560.555.8
Proportion of risk-bearing capital, %77.867.062.561.058.4
Interest cover, x–1.91–8.66–6.60–0.73 3.81
Debt gearing, % 0.8 3.124.229.623.6
R&D costs23,85043,26370,06996,60471,159
of which capitalised 9,34924,46433,79966,71146,766
CASH FLOW (SEK 000)20132012201120102009
Cash flow from current activities–50,175–90,124–36,653 5,577–39,396
Change in operating capital–17,635 35,907 –4,508–51,686 33,215
Cash flow from investment activities 47,184 15,602–65,005–19,584–43,967
Cash flow from financing activities21,39628,659
115,89133,547
101,597
Cash flow, net
770 –9,956 9,725–32,146 51,449
DATA PER EMPLOYEE (SEK 000)
2013
2012
2011
2010
2009
Average number of employees151154181425363
Sales per employee1, SEK ‘0001,8472,0572,0281,4421,881
Operating profit per employee SEK ‘000–349
–1,210–466 –18 102
1) Sales do not include divested business (Engine Efficiency) for 2011 and 2012.
62
OPCON ANNUAL REPORT 2013
DEFINITIONs / ADdRESSEs
Average number of shares
The average number of shares during the year, adjusted for bonus issue
and split.
Debt/equity ratio
Closing interest-bearing liabilities, in relation to closing shareholders’
equity.
Earnings per share
Profit/loss for the year, in relation to the average number of shares.
Equity/assets ratio
Closing shareholders’ equity, including minority shareholdings, as a
percentage of the closing total capital calculated for remaining business.
Equity per share
Closing shareholders’ equity, in relation to the average number of
shares.
Financial net debt
Interest-bearing provisions and liabilities minus liquid funds and current
investments.
Gross margin
Operating profit/loss plus depreciation and impairment, as a percentage
of net sales.
Interest coverage ratio
Profit/loss after financial items plus financial expenses, as a percentage
of finance costs.
Net investments
Investments in fixed assets minus sold fixed assets.
Operating margin
Operating profit/loss, as a percentage of net sales.
Profit margin
Profit/loss after financial items as a percentage of net sales.
Research and development costs
Total research and development costs, including costs written off as well
as capitalised research and development costs.
Return on operating capital
Operating profit/loss as a percentage of the average opening and closing operating capital.
Return on shareholders’ equity
Profit/loss for the year as a percentage of the average opening and closing shareholders’ equity.
Return on total capital
Profit/loss after financial items plus financial costs, as a percentage of
the average opening and closing balance sheet total.
Sales per employee
Net sales, in relation to the average number of employees.
Share of risk-bearing capital
Closing shareholders’ equity, including minority shareholdings, plus
deferred tax liability, as a percentage of the closing total capital.
Working capital
Current assets, excluding liquid funds and current investments, minus
current noninterest-bearing liabilities.
Operating capital
Current assets, excluding liquid funds and current investments minus
current noninterestbearing liabilities.
Opcon AB
P.O.Box 15085, SE-104 65 Stockholm
Tel: +46 (0)8 466 45 00
email: [email protected]
www.opcon.se
Svensk Rökgasenergi (SRE)
P.O.Box 15085, SE-104 65 Stockholm
Tel: +46 (0)8 580 873 00
Fax: +46 (0)8 466 45 01
email: [email protected]
www.opcon.se
Svenska Rotor Maskiner AB (SRM)
P.O.Box 15085, SE-104 65 Stockholm
Tel: +46 (0)8 466 45 00
Fax: +46 (0)8 466 45 01
email: [email protected]
www.opcon.se
Saxlund International Holding AB
P.O.Box 15085, SE-104 65 Stockholm
Tel: +46 (0)8 504 105 80
email: [email protected]
www.opcon.se
Opcon Energy Systems AB (OES)
P.O.Box 15085, SE-104 65 Stockholm
Tel: +46 (0)8 466 45 00
email: [email protected]
www.opcon.se
Saxlund Bioenergy AB (SAX)
P.O.Box 15085, SE-104 65 Stockholm
Tel: +46 (0)8 504 105 80
email: [email protected]
www.opcon.se
Boxpower AB
P.O.Box 15085, SE-104 65 Stockholm
Tel: +46 (0)8 466 45 00
email: [email protected]
www.opcon.se
Saxlund International GmbH
Heidberg 1, 4-5
D-29614 Soltau
Tel: +49 5191 9811 0
Fax: +49 5191 9811 39
email: [email protected]
www.saxlund-international.de
Saxlund International Ltd.
11 Freemantle Business Centre
Millbrook Road East
Southampton, Hampshire, UK
SO15 1JR
Tel: +44 2380 636330
Fax: +44 2380 636343
email: [email protected]
www.saxlund.co.uk
Värmlands Montage Teknik AB, Hagfors
Bryggarevägen 6, SE-683 33 Hagfors
Tel: +46 (0)563 145 25,
+46 (0)70 545 39 75
email: [email protected]
www.opcon.se
OPCON ANNUAL REPORT 2013
63
OPCON, THE ENERGY AND ENVIRONMENTAL TECHNOLOGY GROUP,
IS MAKING AN ACTIVE CONTRIBUTION TO THE GLOBAL DEVELOPMENT
TOWARDS A MORE ENERGY-EFFICIENT AND ECO-FRIENDLY SOCIETY
Opcon AB (publ)
P.O.Box 15085, SE-104 65 Stockholm, Sweden
Tel: +46 (0)8 466 45 00, email: [email protected]
www.opcon.se