ASSA ABLOY
Annual Report 2000

Plain-text annual report

ASSA ABLOY: growth profile Stable organic growth Trend towards higher security (cid:2) Aftermarket sales more than half the volume Electromechanical products – cross sales – new markets Increasing margins Improvements in each unit – benchmarking – transfer of know-how Cash flow even stronger (cid:2) Work flow and balance sheet rationalization (cid:2) Goodwill amortization Consolidation opportunities – focus on earnings per share (EPS) Fragmented industry – harmonization and R&D requirements lead to consolidation (cid:2) Strong cash flow funds acquisitions The year 2000 in brief: Substantial growth in sales and earnings Sales amounted to SEK 14,394 M (10,277), an increase of 40 percent. (cid:2) Organic growth in comparable units in local currency amounted to 5 percent (5). Income before tax increased by 43 percent to SEK 1,402 M (981). Earnings per share increased by 23 percent to SEK 2.73 (2.22). (cid:2) Operating cash flow amounted to SEK 1,756 M (1,218). (cid:2) Cash earnings per share (CEPS) increased by 34 percent to SEK 5.81 (4.32). (cid:2) Continuous benchmarking between the various units has continued to produce results in the form of higher productivity and further margin improvements. During the year greater focus has been placed on growth by cross-selling of products on new markets where the Group is represented. (cid:2) Major acquisitions made during 2000 – Yale Intruder Security. On August 25 2000 ASSA ABLOY AB acquired Yale Intruder Security, the lock division of Williams plc. The two groups have complementary strengths and there is little geographical overlap. There are considerable organic growth opportunities through cross-selling within the new Group. – HID Corporation. This US company holds a world-leading position in contactless cards and readers for access control based on Radio- Frequency Identification technology (RFID). HID is consolidated from January 2001. Share issues – As part of the funding of the acquisition of Yale Intruder Security, ASSA ABLOY completed a rights issue in May. This raised SEK 1.5 billion, with a subscription rate of 99.9 percent. In addition, 19.8 million Series B shares were used as part payment to Williams plc. A S S A A B L O Y / 2 0 0 0 • 3 (cid:2) (cid:2) (cid:2) (cid:2) (cid:2) (cid:2) (cid:2) (cid:2) The President and CEO, Carl-Henric Svanberg: “We are now the world’s leading lock group. And we will continue our growth strategy” 2000 was another year of strong performance for the ASSA ABLOY Group. Income before tax increased by 43 percent to SEK 1,402 M, operating cash flow after capital expenditure was even stronger at SEK 1,756 M, and earnings per share increased by 23 percent to SEK 2.73. Through a combination of acquisitions and organic growth our sales grew to SEK 14,394 M (10,277) and on a pro forma basis our sales are now approaching SEK 20,000 M. Through the acquisition of the global lock group Yale Intruder Security we became the world leaders in locks. By acquiring HID, the world leader in identification products for access control, we have added a logical and fast growing business area and important know-how for the development of future intelligent locks. We will continue to focus on the lock segment Through focusing closely on the lock segment, everything we do is of interest to everyone within our Group. The intensity in every discussion is striking and the benefits of benchmarking are obvious. We can develop our companies towards excellence more quickly and can integrate acquired companies faster. There is great potential for continued growth in both mature and emerging markets. When we expand our business focus, as we have done in acquiring hid, we will do it carefully and step by step to ensure that we can maintain momentum. Focus is also important in our striving for true leadership. True leadership for us means not just being the biggest but also leading in ‘thought’, i.e. in the development of products, concepts and marketing ideas. We live in a world where the need for security and safety is steadily increasing. We believe that every individual is prepared to invest more money in a better lock – a more secure lock. We therefore spend a 4 • A S S A A B L O Y / 2 0 0 0 considerable amount of time with our customers and partners and with police and fire services and other authorities to understand today’s risks and problems in order to develop the locks for tomorrow and market them once they are ready. We see a business opportunity in the growing need for convenience In addition to the increasing need for security and safety we note a rapidly growing demand for convenience – i.e. for products that are easy to use. The development of remotely controlled car locks illustrates how much people appreciate and are prepared to pay for convenience combined with security. In less than ten years such locks have become standard in every new car. We believe that there is a similar opportunity for easy-to-use locks in buildings and are determined to lead development in this field. Electromechanics are essential to the development of such locks. In this fast-growing segment we do all develop- ment work jointly, although the products are then adapted to the local Standards and needs of each market. The main drivers in this work are Abloy in Finland, the world leader in motor locks, and effeff (Germany) and Securitron (usa), world leaders in elec- tric strikes and door magnets. The acquisitions of Yale and HID were significant steps in our development During the year we have made several significant acquisitions. Yale was a perfect fit, and brought us market- leading positions in a number of coun- tries where we were not present or where our position was relatively weak. These include South Africa, Brazil and in particular China, where Yale-Guli is the market leader with 3,000 employees. We also acquired the Yale brand, the world’s strongest lock brand. The potential for combining the development of market-leading pro- ducts with this truly global network gives us an interesting platform to build upon and opens up tremendous A S S A A B L O Y / 2 0 0 0 • 5 opportunities. The integration process has started well and the excitement in both the old assa abloy companies and the Yale companies is encouraging. hid in America was another strategic acquisition. The company is the world leader in non-contact identification products for access control: products that serve the same function in principle as a traditional key but use radio- frequency identification technology for communication between cards and readers. However the technology is highly interesting for a number of other lock applications also. The company has shown strong, profitable growth over many years, driven by both market growth and expansion of its market share. Our companies continued to show increasingly strong performance Organic growth was good throughout the year. We are proud to be a supplier to the Pentagon, Ford, Indian Oil, Ericsson, the us Senate, ibm and many other major purchasers. Among inter- esting highlights, Abloy in Finland showed impressively strong organic growth of 14 percent. The company has a strong track record of bringing innovative products to the market and is involved in a number of cross-selling projects in the Group. Abloy was also elected ‘the most respected brand overall’ in Finland in a major market research survey, an impressive achieve- ment and a good example of the strength of lock brands. Among recent acquisitions, effeff in Germany is doing particularly well and has strengthened our German position considerably. effeff and ikon are jointly building a solid market-leading position. In Australia, Lockwood is also developing 6 • A S S A A B L O Y / 2 0 0 0 well and is ahead of the integration plan. Coming from a similar situation to some of the Yale companies, with a lack of new products and initiatives, Lockwood is setting an interesting benchmark for how to quickly regain an active market-leading position. During the year new cylinders, pad- electro- locks, panic bars and mechanical locks have all been success- fully introduced to the market as a result of effective cooperation with sis- ter companies. To summarize our other units, Scandinavia did well, with Sweden show- ing the strongest profit and volume growth. The French units continued to show encouraging profit improve- ments. Organic growth was stronger in more security-focused segments, while we are gradually phasing out non- profitable low-end products. Our North American operations had another solid year with improving performance. Growth was particularly strong in the lock and cylinder segments. The addition of the Yale companies will further strengthen our market position. It has added to our Group the strong door-closer manufacturers Norton and Rixson, classic lock com- panies such as Corbin Russwin, and Folger Adam, a leading manufacturer of detention locks. Mexico is another market of in- creasing importance for the Group. The country is growing strongly and the demand for new housing as well as increasing security is obvious. Scovill is now well integrated into our Group, and through the acquisition of Phillips in January 2001 we are creating a strong platform to grow from. In New Markets our activities showed steady progress, with growth of 13 percent. Development in Asia was particularly strong, and together with the market-leading position and manufacturing capacity provided by Yale in China, the outlook is excellent. Eastern Europe is also doing well, includ- ing demand from Russia now growing again. Mul-T-Lock in Israel is a major new addition to the Group. The company has an impressive track record of strong and profitable growth driven by steadily increasing exports. However, this was offset in 2000 by falling demand in a troubled home market. VingCard finally took advantage of a year with less market growth and successfully focused on necessary efficiency projects. After years of strong growth, many processes were not stream- lined, but the company is now much better positioned. The Elsafe subsidiary, which manufactures hotel safes, showed another year of strong growth. New Group initiatives and projects to take advantage of our size Cross-sales form an important growth area. Each company is encouraged to add new products to its portfolio from other Group companies. Almost every company has gaps to fill, and all products are available within the Group after local adaptation. If every Group company had a complete product port- folio the Group’s sales would be 20-25 percent higher. To support this effort of cross-selling we are creating the world’s largest database for lock products, which will include a wide range of products from the Group. By using standard it tools, the time needed to produce local literature including photo- graphs and data sheets will be con- siderably shortened. Another important initiative is the joint development of a new electronic work, not least to establish a clear market positioning for the Group. We expect continued good development Our Group is now well prepared for the challenges ahead. We are in the process of taking advantage of our superior r&d capacity and global dis- tribution network in a world with an increasing need for security. This inclu- des response to the growing need for more intelligent locks, a trend we are determined to lead. There are also interesting opportunities to improve margins in both old and more recently acquired companies. Finally, the lock industry is still in the middle of a restructuring process, which will continue to create a good climate for further acquisition. We therefore look forward to continued good profit and volume growth in future years. Stockholm, February 2001 Carl-Henric Svanberg President & ceo lock technology that will be launched internationally this year, with adapta- tion to different local Standards and installed systems. This is the first time we have put all our best engineers together in an advanced r&d project designed to put us a clear step ahead. The Volvo Ocean Race – a vehicle for global integration Over the past seven years, we have acquired close to one hundred separate companies. Integrating the Yale group, comprising thirty companies, is our biggest challenge so far. A few weeks after the takeover, we summoned our 200 top managers to a conference. At this, we agreed on goals and visions, strategies and priorities. Naturally, we have a lot to do and a lot to learn from each another, but it was exciting to experience the enthusiasm among all the participants and their eagerness to get started. It became obvious, however, that we could benefit from a positive and efficient tool that could quickly reach out further to both old and new employees. We wish to synchronize our values and ways of working as fast as possible and create a deeper under- standing of our strategies and priorities throughout the organization. This is the background to our decision to participate in the Volvo Ocean Race. The Race has a perfect geographic match to our operations, since it will pass all our major markets. It provides an ideal framework for our integration project. At each stopover we will invite our customers to come and discuss the lock market, their needs, and our strategy for supporting them. This is very exciting but requires a lot of A S S A A B L O Y / 2 0 0 0 • 7 Group development: Statements of income Sales by organizational unit 3) 2000 EUR M1) 2000 SEK M 1999 SEK M 1,695 14,394 10,277 1998 SEK M 8,582 -1,009 -8,568 -6,282 -5,463 Scandinavia Finland 5,827 3,995 3,119 Germany & Netherlands -3,719 -2,612 -2,018 1,383 -189 1,194 -230 17 981 -280 -14 687 1999 SEK M 8,602 3,246 2,998 267 1,101 -138 963 -228 13 748 -212 -10 526 1998 SEK M 6,984 2,524 4,237 32 Sales Cost of goods sold Gross income Selling and administrative expenses Operating income before goodwill amortization Goodwill amortization Operating income Net financial items Share in earnings of associated companies Income before tax Tax Minority interests Net income 686 -438 248 -45 203 -39 1 165 -53 -4 108 2,107 -387 1,720 -331 12 1,402 -453 -34 915 Capital employed and financing Capital employed – of which goodwill Net debt Minority interests Shareholders’ equity 2000 EUR M2) 2,237 1,362 965 63 2000 SEK M 19,847 12,078 8,560 560 1,209 10,727 5,337 2,715 The ASSA ABLOY product portfolio Mechanical locks, lock systems and accessories, 61% Security doors and fittings, 14% Industrial locks, 5% Electromechanical locks and electronic locks, 20% 1) 1 EUR = 8.49 SEK 2) 1 EUR = 8.87 SEK 3 Including exports from each market. 4) Sales to customers in each country. 8 • A S S A A B L O Y / 2 0 0 0 2000 EUR M1) 222 125 137 210 78 628 124 89 47 115 -80 2000 SEK M 1,889 1,060 1,162 1,781 665 5,335 1,052 754 396 981 1999 SEK M 1,777 898 621 1998 SEK M 1,701 811 583 1,576 1,504 270 266 3,721 2,916 965 590 44 354 952 – – 186 -337 France & Belgium United Kingdom North America Hotel locks, VingCard/Timelox Australia & New Zealand Italy & Spain New Markets Elimination for internal sales -681 -539 Total 1,695 14,394 10,277 8,582 Sales by country 4) United States France Sweden Germany United Kingdom Australia Finland Norway Canada Denmark Italy Middle East Asia (excl. China and Japan) Spain Belgium The Netherlands Czech Republic China Africa Switzerland Poland Japan Baltic countries Russia Other countries Total 2000 EUR M1) 638 194 99 92 90 85 71 59 44 43 25 24 23 21 20 20 19 15 13 7 6 6 5 3 73 2000 SEK M 5,418 1,647 839 780 763 724 606 500 373 365 214 201 198 178 171 167 165 125 110 57 55 50 43 28 617 1999 SEK M 3,835 1,419 741 528 340 563 540 476 267 329 68 40 113 100 147 89 159 62 40 36 43 25 34 15 268 1,695 14,394 10,277 1998 SEK M 3,198 1,309 658 528 316 30 505 489 171 308 52 38 63 48 134 80 155 78 58 35 26 13 36 31 223 8,582 Key data Sales, SEK M Organic growth, % Gross margin (EBITDA), % Operating margin before goodwill amortization (EBITA), % Operating margin (EBIT), % Income before tax, SEK M Profit margin (EBT), % Operating cash flow, SEK M Operating cash flow / Income before tax Net capital expenditure, SEK M Depreciation and amortization, SEK M Total assets, SEK M Shareholders’ equity, SEK M Net debt, SEK M Capital employed, SEK M Capital employed excl. goodwill, SEK M Equity ratio, % Interest coverage ratio, times Net debt / equity ratio, times Return on shareholders’ equity, % Return on capital employed before goodwill amortization, % Return on capital employed, % Earnings per share after tax and full conversion, SEK1) Cash earnings per share after tax and full conversion, SEK1) Shareholder´s equity per share after full conversion, SEK1) Number of shares, thousands Number of shares after full conversion, thousands Average number of employees 2000 14,394 5 18.8 14.6 12.0 1,402 9.7 1,756 1.25 497 985 26,097 10,727 8,560 19,847 7,769 43.3 5.5 0.80 13.1 33.8 13.6 2.73 5.81 1999 10,277 5 18.1 13.5 11.6 981 9.5 1,218 1.24 391 667 11,289 5,337 2,998 8,602 5,356 49.6 5.3 0.56 16.1 28.5 15.5 2.22 4.32 1998 8,582 6 18.5 12.8 11.2 748 8.7 1,028 1.37 316 623 9,219 2,715 4,237 6,984 4,460 29.8 4.4 1.56 19.0 26.4 15.2 1.76 3.75 1997 6,968 8 16.8 11.6 10.1 537 7.7 796 1.48 260 461 7,692 2,317 3,442 5,783 3,948 30.4 4.1 1.49 17.2 25.2 15.3 1996 4,958 8 14.6 10.4 9.3 345 7.0 481 1.39 163 265 4,684 1,408 2,085 3,503 2,524 30.3 3.8 1.48 20.2 25.9 18.3 1.23 0.93 2.72 1.80 30.77 352,453 17.16 314,409 9.93 284,304 8.64 282,928 5.40 257,244 356,712 16,881 324,200 12,654 295,448 10,545 295,448 8,088 265,396 6,317 1) Comparative figures are adjusted for dilution related to new rights issue, with the adjustment factor 0.987. Definitions (cid:2) Organic growth: Change in sales for comparable units in local currency and adjusted for acquisitions. (cid:2) Gross margin: Operating income before depreciation and amortization as a percentage of sales. (cid:2) Operating margin before goodwill amortization: Operating income before goodwill amortization as a percentage of sales. (cid:2) Operating margin: Operating income as a percentage of sales. (cid:2) Profit margin: Income before tax as a percentage of sales. (cid:2) Operating cash flow: Based on the consolidated cash flow statement. (cid:2) Net capital expenditure: Purchase of tangible fixed assets reduced by sale of tangible fixed assets. (cid:2) Depreciation and amortization: Depreciation / amortization of tangible and intangible fixed assets. (cid:2) Net debt: Interest-bearing liabilities less interest-bearing assets. (cid:2) Capital employed: Total assets reduced by interest- bearing assets and non-interest-bearing liabilities including deferred tax liability. (cid:2) Capital employed excl. goodwill: Total assets reduced by interest-bearing assets, non-interest-bearing liabilities including deferred tax liability, and goodwill. (cid:2) Equity ratio: Shareholders’ equity including minority interests as a percentage of total assets. (cid:2) Interest coverage ratio: Income before tax plus interest net in relation to interest net. (cid:2) Return on shareholders’ equity: Net income plus interest expense after tax regarding convertible debenture loan in relation to average shareholders’ equity after full conversion. (cid:2) Return on capital employed before goodwill amortization: Income before tax plus interest net and goodwill amortization in relation to average capital employed excluding goodwill. (cid:2) Return on capital employed: Income before tax plus interest net in relation to average capital employed. (cid:2) Earnings per share after tax and full conversion: Net income plus interest expenses after tax regarding convertible debenture loan in relation to weighted average number of shares after full conversion. (cid:2) Cash earnings per share after tax and full conversion: Net income plus interest expenses after tax regarding convertible debenture loan, plus depreciation, amortization and minority interests, minus share in earnings of associated companies and adjusted for change in deferred tax in relation to weighted average number of shares after full conversion. (cid:2) Shareholders’ equity per share after full conversion: Shareholders’ equity plus convertible debenture loan in relation to number of shares after full conversion. SEK M 15000 12500 10000 7500 5000 2500 0 SEK M 20000 17500 15000 12500 10000 7500 5000 2500 0 SEK M 2000 1800 1600 1400 1200 1000 800 600 400 200 0 SEK 6 5 4 3 2 1 0 1995 1996 1997 1998 1999 2000 Sales, SEK M Income before tax, SEK M SEK M 1500 1250 1000 750 500 250 0 % 20,0 17,5 15,0 12,5 10,0 7,5 5,0 2,5 0,0 1995 1996 1997 1998 1999 2000 Capital employed, SEK M Return on capital employed, % 1995 1996 1997 1998 1999 2000 Income before tax Operating cash flow 1995 1996 1997 1998 1999 2000 Earnings per share Cash earnings per share A S S A A B L O Y / 2 0 0 0 • 9 The ASSA ABLOY share: assa abloy ab has been listed on the Stockholm Stock Exchange since November 8 1994. In October 1995, the share was moved to the a list. The price of the assa abloy share rose by 54 percent in 2000. During the same period, the Stockholm Stock Exchange's general index fell by 12.3 percent. The closing price at year-end was sek 184.5, corresponding to a market capitalization of sek 65,028 m. Including all shares due for conversion, the market capitalization is calculated to be sek 65,813 m. The number of shareholders at year-end was approxi- mately 17,700. Institutional investors, excluding the main shareholders, repre- sent about 50 percent of the capital. Investors outside Sweden, including Wärtsilä Corporation, account for 63 percent of the capital. During the year a total of 139 million shares were traded, which is an average of approximately 553,693 shares per trading day and represents about 40 percent of the issued shares. Share capital assa abloy’s share capital at year-end amounted to sek 352,453,235, distri- buted among 19,175,323 Series a shares and 333,277,912 Series b shares. All shares have a par value of sek 1.00 and provide the holders with equal rights to the Company’s assets and earnings. Each Series a share carries 10 votes and each Series b share one vote. Convertible debentures for personnel The assa abloy Group has issued convertible debentures to employees in the Group. About 400 employees participated in the first issue in 1995. The debenture amounted to sek 75,004,375 and ran from June 29 1995 to June 30 2000. Conversion to Series b shares took place in the period from July 1 1998 to June 15 2000. The number of shares has increased by 5,627,533 during the year as a result of this convertible debenture. ASSA ABLOY AB’s share trend Share price, SEK B share General index Shares traded 1000s/month (incl. off-floor trading) 200 175 150 125 100 75 50 25 4 94 95 96 97 98 99 00 (c) SIX (Source: SIX Findata) 10 • A S S A A B L O Y / 2 0 0 0 40000 30000 20000 10000 The second debenture was issued in 1997. A total of 1,400 employees participated in this issue. This deben- ture amounts to sek 250,000,000 and runs from December 8 1997 to December 2 2002. Conversion to Series b shares may be exercised from December 1 2000 to November 15 2002. On full conversion at a conver- sion price of sek 58.70, an additional 4,258,944 shares would be created. In 2000, applications for conversion of debt instruments with a par value of sek 17,252,790 were submitted. Up to the end of the year the Swedish Patent and Registration Office had not registered any of these shares. Dividend and dividend policy The Board of Directors and President propose that sek 0.90 per share be paid as a dividend to shareholders for the 2000 financial year, corresponding to a direct return of 0.5 percent on the Series b share price of sek 184.5 on December 31 2000. The aim is that, in the long term, the dividend should correspond to approximately one- third of assa abloy’s average earnings after standard tax, but always taking into account assa abloy’s long-term financial require- ments. Data per share 1) SEK/Share Earnings after 28% standard tax Earnings after full tax method Dividend Dividend, % 3) Direct yield, % 4) Share price at end of period Highest share price Lowest share price Shareholders’ equity Number of shares (1,000s) 5) 2000 2.91 2.73 0.90 2) 30.9 0.5 184.50 206.70 110.50 30.77 356,712 1999 2.27 2.22 0.74 32.6 0.6 119.50 140.00 73.21 17.16 324,200 1998 1.79 1.76 0.60 33.5 0.8 75.65 92.73 48.07 9.93 295,448 1997 1.36 1.23 0.43 31.6 0.8 51.24 52.95 28.69 8.64 295,448 1996 0.95 0.93 0.30 31.6 1.0 29.28 28.97 12.38 5.40 265,396 1995 0.60 0.56 0.22 36.7 1.6 13.24 15.16 5.23 4.47 221,684 1) Adjusted for new issues. 2) Proposed dividend. 3) Dividend as percentage of earnings per share after 28% standard tax. 4) Dividend as percentage of the share price at the end of the period. 5) After full conversion. Share capital Share capital B shares C shares 20,000 1,428,550 1,714,260 A shares Transaction Year 1989 1994 100:1 split 1994 Bonus issue 1,746,005 1994 Non-cash issue 1996 New share issue 2,095,206 1996 Conversion of C shares into A shares 3,809,466 1997 New share issue 4,190,412 1998 Converted debentures 1999 Converted debentures before split 1999 Bonus issue 1999 4:1 split 1999 New share issue 1999 Converted debentures 16,761,648 18,437,812 after split and new issues 2000 Converted debentures 2000 New share issue 2000 Issue in kind with disapplication of the shareholders’ preferential rights 2002 Unconverted debentures * SEK 1 per share – balanced number of shares 19,175,323 *SEK 2,000,000 2,000,000 53,592,110 64,310,532 64,310,532 70,732,118 71,075,983 71,369,974 2,000,000 50,417,555 60,501,066 60,501,066 66,541,706 343,865 293,991 268,718,248 295,564,487 285,479,896 314,002,299 406,343 5,627,553 313,512,880 314,408,642 320,036,195 332,688,203 333,277,912 4,258,944 352,453,235 356,712,179 Ownership structure (listed by voting rights) Data based on the share register as of December 30, 2000 A shares 10,546,425 7,118,818 1,510,080 Owner Wärtsilä Corporation SäkI Janus Capital Corp. Melker Schörling + family and companies Investment AB Latour SPP Chubb plc SEB unit trusts Nordea unit trusts Capital Group unit trusts Other shareholders with more than 50,000 shares Shareholders with 501-50,000 shares Shareholders with up to 500 shares Total number 19,175,323 B shares 47,270,350 966,400 27,854,047 11,099,930 24,309,582 10,450,556 9,882,516 7,772,519 7,718,260 6,274,700 160,376,700 17,451,074 1,851,278 333,277,912 Capital % Voting rights % 29.1 13.7 5.3 5.0 4.6 2.0 1.9 1.5 1.5 1.2 30.5 3.3 0.4 100.0 16.4 2.3 7.9 3.6 6.9 3.0 2.8 2.2 2.2 1.8 45.5 5.0 0.5 100.0 A S S A A B L O Y / 2 0 0 0 • 1 1 

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