Annual report 2008 - Munters
Annual report 2008 - Munters
Annual report 2008 - Munters
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APpROVED<br />
INDoOR CLIMATE<br />
bY MUNTeRS INDoOR<br />
CLImATE b<br />
MUNTe<br />
MUNTERS ANNUAL REPORT<br />
<strong>2008</strong>
Contents<br />
Group overview 1<br />
CEO’s statement 2<br />
Strategic focus 4<br />
Business focus 7<br />
Personnel 12<br />
Dehumidification division 14<br />
HumiCool division 20<br />
Moisture Control Services (MCS) division 26<br />
Y<br />
rS<br />
Risks and risk management 32<br />
The share and shareholders 34<br />
Corporate governance <strong>report</strong> 36<br />
Board of Directors and Auditors 40<br />
Board of Directors’ <strong>report</strong> 42<br />
10-year review 46<br />
12-quarter review 48<br />
Income statement 50<br />
Cash-flow statement 51<br />
Balance sheet 52<br />
Statement of the Group’s recognized<br />
income and expenses<br />
54<br />
Parent Company accounts 55<br />
Accounting principles and notes 57<br />
Proposed distribution of earnings 82<br />
Auditor’s <strong>report</strong> 83<br />
Management 84<br />
Definitions of financial key figures<br />
and glossary<br />
85<br />
The Board of Directors’ <strong>report</strong> compises pages 42–45 and<br />
page 82.<br />
Financial information<br />
<strong>Annual</strong> General Meeting April 15<br />
Interim <strong>report</strong> January – March April 23<br />
Interim <strong>report</strong> January – June July 22<br />
Interim <strong>report</strong> January – September October 28<br />
Year-end <strong>report</strong> 2009 February 9, 2010<br />
<strong>Annual</strong> Report 2009 March 2010<br />
Interim <strong>report</strong> January – March April 22, 2010<br />
Interim <strong>report</strong> January – June July 22, 2010<br />
<strong>Munters</strong>’ annual <strong>report</strong> in Swedish and English is only<br />
sent to shareholders and other stakeholders who specifically<br />
request it.<br />
Cover photo: Even in extreme climates, people must<br />
provide for their families. Buildings for schools, hospitals,<br />
markets and recreation are also needed in these locations.<br />
<strong>Munters</strong> is a leading supplier of energy-efficient air<br />
treatment solutions that creates an optimal indoor climate<br />
in buildings and for industrial processes, regardless of the<br />
outdoor climate.
<strong>Munters</strong> <strong>2008</strong><br />
The year in brief<br />
• Order intake amounted to SEK 6,515 M (6,407), an<br />
increase of 2 percent.<br />
• Net sales amounted to SEK 6,570 M, an increase<br />
of 5 percent.<br />
• Net earnings declined to SEK 165 M (336).<br />
• Earnings per share amounted to SEK 2.21 (4.49).<br />
• The Board of Directors’ propose that no dividend<br />
be paid for <strong>2008</strong>.<br />
Earnings trend (rolling four-quarter figures)<br />
SEK M<br />
8,000<br />
SEK M<br />
800<br />
7,000<br />
700<br />
6,000<br />
600<br />
5,000<br />
500<br />
4,000<br />
400<br />
3,000<br />
300<br />
2,000<br />
200<br />
1,000<br />
100<br />
0<br />
Q4<br />
98<br />
Q4<br />
99<br />
Q4<br />
00<br />
Q4<br />
01<br />
Q4<br />
02<br />
Q4<br />
03<br />
Q4<br />
04<br />
Q4<br />
05<br />
Q4<br />
06<br />
Q4<br />
07<br />
Q4<br />
08<br />
0<br />
Order intake Net sales Operating earnings<br />
Key data<br />
Adjusted<br />
<strong>2008</strong> 2007 Change, % change, % 1<br />
Order intake, SEK M 6,515 6,407 2 0<br />
Net sales, SEK M 6,570 6,262 5 3<br />
EBIT, SEK M 362 566 –36<br />
EBIT margin, % 5.5 9.0<br />
Earnings after financial items, SEK M 285 526 –46<br />
Net earnings, SEK M 165 336 –51<br />
Net margin, % 2.5 5.4<br />
Earnings per share, SEK 2.21 4.49<br />
Operating cash flow, SEK M 177 189 –6<br />
Return on equity, % 13.8 25.7<br />
Return on capital employed, % 13.6 24.8<br />
Return on operating capital, % 18.5 31.8<br />
Capital turnover rate, multiple 2.4 2.7<br />
Net debt, SEK M 1,390 1,068<br />
Equity ratio, % 28 31<br />
Number of permanent employees<br />
at year-end 4,132 4,043 2<br />
1<br />
Adjusted for exchange-rate changes, acquisitions and divestments.
<strong>Munters</strong> in brief<br />
Two product divisions focused on industrial-process air<br />
treatment, comfort-oriented climate control and climate<br />
control for the AgHort industry. A global service division with<br />
world-leading positions in damage restorations and temporary<br />
climate control.<br />
Manufacturing, sales and service are conducted with<br />
slightly more than 4,100 employees in more than 30 countries.<br />
The <strong>Munters</strong>’ share has been listed on the NASDAQ OMX<br />
Stockholm Exchange in the Mid-Cap segment since 1997.<br />
Only major units. Service depots and smaller<br />
sales offices not shown.<br />
Dehumidification<br />
Products and complete solutions for controlling humidity. Customer<br />
manufacturing processes and warehousing are made more efficient. Product<br />
quality, shelf life and hygiene are improved. Dehumidification in combination<br />
with cooling creates an ideal indoor climate.<br />
Dehumidification division’s share of:<br />
31% 50%<br />
Net sales<br />
Operating earnings<br />
HumiCool<br />
Products and systems for evaporative cooling and humidification. Cooling<br />
systems for the poultry and horticulture industries. Technique and products<br />
for mist elimination, e.g. for treatment of flue gases.<br />
HumiCool division’s share of:<br />
26% 38%<br />
Net sales<br />
Operating earnings<br />
Moisture Control Services (MCS)<br />
Services for water and fire damage restoration and temporary climate control.<br />
A complete service offering for the insurance industry that lowers costs<br />
through drying and renovating rather than rebuilding.<br />
MCS division’s share of:<br />
43% 12%<br />
Net sales<br />
Operating earnings
Group overview<br />
1<br />
Rubrik<br />
Energy-efficient technologies<br />
and customized solutions<br />
Ingress Em velendit <strong>Munters</strong>’ doloreet, vision suscilla is feuguer to be a leading cidunt autem global zzriure supplier conulpute of energyefficient<br />
ex solutions eu feu feum for air do treatment od diam veliquat and damage auguera restoration estrud endrerat, conum zzrit<br />
consectet, quis ad<br />
moluptatuer susciduismod<br />
utpatummy niat accum based diam on quis its expertise am il dolessent in technologies nullandipit for alit humidity luptat, quisit and aci tio odolendrem iurero<br />
do del dion vel ut at. climate Ut autetum control. sandigna facilis do core faccum zzrilisl dolobore vero consendre<br />
conumsan ex exerat. Ut el illutat alit wisi.<br />
Strategic focus<br />
From a strong base in humidity control, the business concept is gradually<br />
expanded to adjacent areas. In this process, <strong>Munters</strong> continues to focus on<br />
customer application-driven, energy-efficient, high-quality product solutions<br />
and services that are closely related to <strong>Munters</strong>’ traditional area of expertise.<br />
By broadening the product and service portfolio and through forward integration,<br />
<strong>Munters</strong> is taking a larger part of the value chain in selected niches while<br />
increasing its market potential.<br />
An important part of strategy work is to further strengthen the company’s<br />
position to leverage the following global trends:<br />
• Increased demand for energy-efficient and environmentally friendly solutions<br />
• Increased demands on indoor climate<br />
• Consolidations and quality requirements within food production and distribution<br />
• Consolidation within the insurance industry<br />
• Economic expansion in Asia.<br />
<strong>Munters</strong>’ strategic initiatives to achieve its overall goals can be summarized<br />
in the following illustration.<br />
Focus on gross margin<br />
Leveraging global<br />
market trends<br />
Strengthened presence<br />
in Asia<br />
Complimentary acquisitions<br />
Visste du att<br />
Profitable<br />
growth<br />
More efficient product development – global platforms<br />
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Pute min velenismodo eraessi enit dolesto etum ilisisi<br />
eum verit loreet praessit wissi blam, vulput augait<br />
lorem Expansion ipis do from esequamet, selected quatum zzril elenim velesting<br />
erostisim nosto niches odignis exero corer sustisl utat.<br />
Dolesequam, velessisit erostisl ut vulputat. Dui eu<br />
faciliquat, quat. Uptatum zzril eui eu feugue facing enim<br />
diamet wisim acidunt lutate dit lortisl ullum etuer atet,<br />
si tis exer sendigna facidunt vel ut lorerciduisi bla am,<br />
consenim iniation ullam, consequisi.<br />
Nos euipit loreet adionsent prat aci tie et iurem ilit<br />
wis dolor susto dolore dolore consed tat. Tum iustismolor<br />
augiamet in vel irit autpat accummy nis dolor<br />
sit eugait alit, vullum zzriuscidunt num nim in ulla alit<br />
velismodolut in henismo diation smodolut.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
2<br />
CEO’s statement<br />
Positive effects from strategic initiatives<br />
when markets recover<br />
<strong>Munters</strong>’ development during <strong>2008</strong> was characterized by a relatively strong first half of the year, which<br />
was followed by a significantly tougher business climate as a result of the general economic recession<br />
and the current financial crisis. The MEP 2 action program to increase efficiency in all divisions had<br />
already been announced at the beginning of the year. During the second half of the year, we took<br />
additional actions to adapt the organization to the prevailing market conditions. These measures are<br />
expected to improve our structure and competitiveness and to have positive effects on profitability<br />
when market conditions become more favorable.<br />
Our three divisions were affected to varying degrees by the<br />
recession and difficulties within several customer segments<br />
in obtaining financing. Historically, <strong>Munters</strong>’ business has<br />
not been strongly linked to general economic cycles. However,<br />
the financial crisis has resulted in several businesses that<br />
are not normally sensitive to economic cycles experiencing<br />
weaker sales due to difficulties among customers in obtaining<br />
financing. The products that we sell through distributors were<br />
particularly affected by cautiousness on the part of distributors<br />
in investing in inventories.<br />
MCS, our service division, experienced favorable growth during<br />
the year. Assignments related to the hurricanes Ike and Gustav<br />
contributed to a strong year for the division in the US. The<br />
trend for insurance companies to sign more framework agreements<br />
with the major restoration companies continued. This<br />
has proven very favorable for MCS, and the division won several<br />
new contracts during the year. In addition to investments<br />
linked to the MEP 2 efficiency program, MCS incurred substantial<br />
non-recurring costs related to structural changes. These<br />
costs included preparations for phasing out certain operations.<br />
Development in the divisions<br />
The Dehumidification division experienced stable growth during<br />
the preceding year and only noted some weakening in the<br />
European market for industrial systems toward the end of the<br />
year. In the US, sales in the Commercial segment developed<br />
very favorably as a result of the new, more energy-efficient<br />
products deriving from the 2007 acquisition of Des Champs<br />
Technologies. Within the Industrial segment, demand was<br />
favorable during most of the year, with strong sales to the two<br />
most important customer groups, the pharmaceuticals and<br />
the food industries. A contract was signed during the year<br />
with a large, global pharmaceutical company, which gave us<br />
the assignment to review all installations of dehumidification<br />
systems in the company’s global production structure and to<br />
upgrade them with the latest technology to save energy.<br />
The HumiCool division was most severely affected by the<br />
business climate. The largest business area, AgHort, which<br />
sells climate systems to breeding houses and greenhouses,<br />
experienced an unexpectedly sharp decline during the fourth<br />
quarter as a result of insufficient financing options among<br />
end-customers. Also within HVAC, where a large proportion<br />
of sales comprise mobile heaters, the decline as a result of the<br />
financial crisis was substantial. Demand from many small<br />
customers collapsed, and distributors became very cautious<br />
in inventory management. Not least within mist elimination,<br />
order bookings from coal-fired power plants were weak<br />
throughout the year. In the important US market, this was<br />
primarily a result of opportunities for trading in sulfur emission<br />
rights across state lines being eliminated. The investment<br />
calculations for coal-fired power plants wanting to invest in<br />
better cleaning technology were thus weakened.<br />
Strategic initiatives during the year<br />
MEP 2 strengthens our efficiency and profitability<br />
At the beginning of <strong>2008</strong>, an efficiency improvement program<br />
designated MEP 2 was launched. The program was<br />
intended to increase the efficiency of the production structure<br />
in our manufacturing divisions through more rational production.<br />
Part of the program consisted of transferring a larger<br />
share of refinement processes to low-cost countries. During<br />
the year, HumiCool transferred production of smaller mobile<br />
heaters from Italy to China and corrugation machines from<br />
Sweden to Mexico. The substantial volume decline within<br />
HumiCool resulted in the division reducing personnel by<br />
slightly more than 220 persons during the last three quarters<br />
of the year. This corresponded to about 19 percent of the total<br />
number of employees in the division.<br />
Within MCS, there was a strong focus on the launch of<br />
our mobile IT system Field.Link in our five most important<br />
markets. Field.Link demonstrated its improvement potential<br />
in the UK and is now being rolled out globally. This<br />
will result in a significant improvement in field work, while<br />
allowing administration to be centralized, thus increasing<br />
quality and lowering costs. This prepares MCS to increase<br />
return on capital employed through increased efficiency, a<br />
more favorable cost structure and more efficient processes for<br />
handling accounts receivable. The system also allows work<br />
to be documented in a better manner while making relevant<br />
information more accessible for the insurance companies.<br />
Considerable work was also devoted to processes for<br />
handling accounts receivable, which have been a recurrent<br />
problem for MCS is some markets. Costs associated with<br />
this work were to considerable sums. However, we have now
CEO’s statement<br />
3<br />
“Although the coming period is characterized by considerable<br />
uncertainty, I am convinced that the organization will<br />
emerge strengthened from the prevailing recession. From<br />
this perspective, I view <strong>Munters</strong>’ future with optimism.”<br />
implemented sharply improved global routines that will<br />
prevent a reoccurrence of the corresponding costs. The MEP 2<br />
program was concluded according to plan at the end of <strong>2008</strong>.<br />
<strong>Munters</strong> leads development in energy-efficient air treatment<br />
Des Champs Technologies, which was acquired in 2007, is<br />
now fully integrated in the <strong>Munters</strong> organization. We have<br />
also strengthened and enhanced our expertise in research and<br />
development. As a result of this combination, we introduced a<br />
new generation of products at the beginning of <strong>2008</strong> under the<br />
name DryCool. These products, which combine Des Champs’<br />
expertise in heat-exchange technology with <strong>Munters</strong>’ expertise<br />
in energy-efficient cooling and dehumidification, significantly<br />
strengthened <strong>Munters</strong>’ position as the leading player in energyefficient<br />
air treatment. The patented DryCool products were<br />
very well received in the US market and resulted in rapid sales<br />
growth in the commercial sector, primarily to completely new<br />
customers. As the next step in our strategy, we acquired Toussaint<br />
Nyssenne in Belgium during the fourth quarter. Toussaint<br />
Nyssenne, now called <strong>Munters</strong> Belgium, will be our base<br />
for manufacturing and introducing DryCool, as well as our<br />
successful DesiCool products, in Europe.<br />
Priorities for 2009<br />
The prevailing market conditions mean that our divisions<br />
are continuing to adapt their respective resources to current<br />
business volumes through efficiency-enhancing measures<br />
and personnel reductions. During the first quarter, we took<br />
measures to improve the production structure, to increase<br />
administrative efficiency and to reduce costs at all levels.<br />
Furthermore, we will phase out certain operations within<br />
MCS in which our new business model will not result in the<br />
improvements required to achieve sustainable and favorable<br />
profitability. These measures include personnel reductions<br />
of about 250 persons for the Group and are estimated to cost<br />
between SEK 30 and 45 million. After full implementation,<br />
the result will be cost reductions of about SEK 75 million per<br />
year, excluding discontinued operations.<br />
Within MCS, Field.Link was launched in the first five<br />
markets during the fourth quarter of <strong>2008</strong>. Field.Link will<br />
be introduced in an additional five markets during the current<br />
year. The system will result in more efficient operations<br />
with growing benefits as implementation continues. Work to<br />
utilize capital employed within MCS in an optimal manner<br />
will continue to receive high priority.<br />
Within the Dehumidification division, the launch of<br />
commercial products in Europe will be given focus through<br />
the newly acquired Toussaint Nyssenne. In the US, our goal<br />
is to capture additional market shares, primarily within the<br />
commercial segment. We expect to achieve this by continuing<br />
to develop new products with low energy consumption.<br />
Continued growth in Asia is also high on the agenda.<br />
Within the HumiCool division, we will continue to adapt<br />
the workforce to lower demand levels and work to improve<br />
the production structure. This work will result in a concentration<br />
of manufacturing to fewer plants and an increased<br />
share in low-cost countries.<br />
Strategy retained<br />
<strong>Munters</strong> has a unique ability to link technical expertise with<br />
application knowledge. Our products and services are well-positioned<br />
in relation to the long-term trends driving our market.<br />
There is an increasingly greater awareness regarding energy savings<br />
and environmental conservation. At the same time, knowledge<br />
of the importance of the indoor climate for both health and<br />
production processes is increasing. These trends favor <strong>Munters</strong>,<br />
and on the whole, I expect <strong>Munters</strong> to show continued high<br />
organic growth over the long term. Our strategy to broaden our<br />
product portfolio by being able to offer the customer an even<br />
more comprehensive product and service program is retained.<br />
This strategy includes complimentary acquisitions.<br />
In recent years, we have focused strongly on profit-enhancing<br />
measures. This should become evident, especially in our<br />
gross margin, when the financial crisis is over and the economy<br />
recovers again. Although the coming period is characterized by<br />
considerable uncertainty, I am convinced that the organization<br />
will emerge strengthened from the prevailing recession. From<br />
this perspective, I view <strong>Munters</strong>’ future with optimism.<br />
Kista, March 2009<br />
Lars Engström<br />
President and CEO<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
4<br />
Strategic focus<br />
Focus on segments with favorable growth potential<br />
StrateGY<br />
Goals<br />
Vision<br />
<strong>Munters</strong>’ vision is to be a globally leading supplier of energyefficient<br />
solutions for air treatment and damage restoration<br />
based on its expertise in technologies for humidity and<br />
climate control.<br />
World-leading position<br />
<strong>Munters</strong>’ world-leading position in energy-efficient regulation<br />
of indoor climates was achieved through specialist<br />
competence in thermodynamics, application expertise and<br />
customer-driven product development. <strong>Munters</strong> focuses on<br />
market segments with favorable growth potential in which<br />
the Group can create strong global positions and favorable<br />
profitability. By successively broadening the product and<br />
service portfolio and through forward integration, <strong>Munters</strong><br />
takes a larger part of the value chain within selected niches,<br />
while at the same time increasing the market potential. The<br />
annual value of the potential market is estimated by <strong>Munters</strong><br />
to amount to nearly SEK 70 billion, of which <strong>Munters</strong> has<br />
a market share of about 10 percent.<br />
Strategic focus<br />
An important part of strategy work is to further strengthen the<br />
company’s position to leverage the following global trends:<br />
• Increased demand for energy-efficient and environmentally<br />
friendly solutions<br />
• Increased demands on indoor climate<br />
• Consolidations and quality requirements in food production<br />
and distribution<br />
• Consolidation within the insurance industry<br />
• Economic expansion in Asia.<br />
Financial targets<br />
Shareholder value must be created through high growth combined<br />
with favorable margins and a high capital turnover rate.<br />
The Board of Directors has established the following financial<br />
targets:<br />
• Sales growth of 10 percent per year over a period of several<br />
years<br />
• EBIT margin of 10 percent<br />
• Capital turnover rate a multiple of 3.<br />
Each division and business unit has individual target for these<br />
key figures that are adapted to their particular prerequisites.<br />
Operative goals<br />
• Global leadership in selected segments<br />
• Leading in energy efficiency<br />
• High quality and productivity combined with efficient<br />
resource utilization through continuous improvement work<br />
• Customer-focused performance culture with a high degree<br />
of personal satisfaction and good career opportunities<br />
• High efficiency and short lead times via integrated IT systems.<br />
Sales growth<br />
%<br />
20<br />
15<br />
10<br />
5<br />
0<br />
–5<br />
–10<br />
2003 2004 2005 2006 2007 <strong>2008</strong><br />
Target Sales growth Organic growth with current structure<br />
<strong>Munters</strong>’ strategic initiatives to achieve its overall goals can<br />
be summarized in the following illustration:<br />
EBIT margin<br />
%<br />
12<br />
Focus on gross margin<br />
10<br />
8<br />
6<br />
Leveraging global<br />
market trends<br />
Complimentary acquisitions<br />
Profitable<br />
growth<br />
More efficient product development – global platforms<br />
Strengthened presence<br />
in Asia<br />
Expansion from selected<br />
niches<br />
4<br />
2<br />
0<br />
2003 2004 2005<br />
Target EBIT margin<br />
Capital turnover rate<br />
multiple<br />
3.2<br />
3.0<br />
2.8<br />
2.6<br />
2.4<br />
2.2<br />
2006<br />
2007<br />
<strong>2008</strong><br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
-5<br />
-10<br />
2.0<br />
2003<br />
Target<br />
2004 2005<br />
Capital turnover rate<br />
2006<br />
2007<br />
<strong>2008</strong><br />
14<br />
12<br />
10<br />
8<br />
6<br />
4
Strategic focus<br />
5<br />
Prioritized activities<br />
implemented in <strong>2008</strong><br />
<strong>Munters</strong>’ strategic plan is defined for each business unit and<br />
has a planning horizon of three years. The plan is revised<br />
each year. A number of strategic initiatives are formulated<br />
at the division level and specify the business orientation and<br />
focus. For the coming three-year period, the three divisions<br />
are focusing on the following areas:<br />
During <strong>2008</strong>, long-term work to achieve the overall goals and<br />
further strengthen the Group’s competitiveness continued<br />
with undiminished force. A number of strategic initiatives<br />
were taken, while others were completed during the year.<br />
Completed activities in each of the divisions during the year<br />
are summarized below.<br />
Dehumidification division<br />
Dehumidification is focusing on continued profitable growth<br />
through geographic expansion in energy-efficient comfort air<br />
treatment from the North American platform. The division also<br />
prioritizes accelerated product development through cross-fertilization<br />
of acquired technology and existing product families.<br />
This work will be characterized by modular and global thinking<br />
and energy efficiency. In addition, profitability will be improved<br />
through more efficient production and administration.<br />
Dehumidification division<br />
• Acquisition of Toussaint Nyssenne complements and<br />
strengthens offering in Europe<br />
• Strengthening of production capacity and engineering<br />
resources in China<br />
• Patenting and launch of DryCool ERV in the US market<br />
• Increased production efficiency and review of administration<br />
in the US<br />
• Organizational changes to utilize the sales force and<br />
other functions more efficiently for the broadened product<br />
portfolio.<br />
HumiCool division<br />
HumiCool is focusing on long-term profitable growth by<br />
increasing the efficiency of the production structure and<br />
increasing the share of production in low-cost countries.<br />
The division will refine products and systems for the global<br />
market based on its core technologies and components. In<br />
addition, its position in the value chain will be strengthened<br />
through supplementing the product portfolio, application<br />
expertise and logistics within selected market segments.<br />
HumiCool division<br />
• Supplementing of product offering within AgHort to further<br />
strengthen the position as a system supplier<br />
• Transfer of production from high-cost countries to China<br />
and Mexico<br />
• Strong development in the system application GTEC,<br />
a small but rapidly growing business<br />
• Review of the product range within Mist Elimination with<br />
respect to marine and industrial applications.<br />
Moisture Control Services (MCS) division<br />
MCS is focusing on strengthening its position as a leading<br />
supplier to international players in the insurance industry<br />
and property management by offering a total undertaking.<br />
Profitability will be increased in core business through the<br />
implementation of a new business model based on a mobile<br />
IT platform and centralized customer centers. Investment in<br />
growth in markets where the market share and the new business<br />
model will provide the greatest competitive advantage<br />
will be prioritized.<br />
Moisture Control Services (MCS) division<br />
• Mobile IT system Field.Link for increased efficiency and<br />
customer benefit implemented in the first five countries<br />
• Development of routines for pursuing major accounts which<br />
resulted in several new major framework agreements with<br />
customers during the year<br />
• New organizational structure for more efficient management<br />
and reduced costs for local infrastructure<br />
• Rationalizations during the fourth quarter resulted in a<br />
reduction of the number of depots, a merger of operations<br />
in France and Belgium and reductions in Australia.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
Business focus<br />
7<br />
Global trends increase demand<br />
By successively broadening its product offering, <strong>Munters</strong> has increasingly developed into a globally<br />
leading supplier of energy-efficient and environmentally friendly solutions for air treatment<br />
and damage restoration within selected market segments. The offering, based on expertise<br />
in technologies for humidity and climate control, is adapted to customer requirements, follows<br />
development and leverages global trends. Several of <strong>Munters</strong>’ products support sustainable<br />
development. The Group’s values should provide guidance in how business is conducted and<br />
permeate work within <strong>Munters</strong> and relations with the company’s stakeholders.<br />
Global trends increase demand<br />
Over the past decade, <strong>Munters</strong> has developed from a component<br />
supplier with its base in dehumidification and humidification<br />
to a globally leading supplier of environmentally<br />
friendly and energy-efficient solutions for air treatment and<br />
damage restoration based on its expertise in technologies for<br />
humidity and climate control. By continuously developing<br />
new, energy-efficient and environmentally friendly solutions<br />
while adapting the product and service offering to customer<br />
requirements, the Group is now well-positioned to take<br />
advantage of a number of global trends.<br />
Increased demand for energy-efficient<br />
and environmentally friendly solutions<br />
The long-term trend of increasing energy prices, together<br />
with a greater global environmental awareness and increasingly<br />
stricter regulations on emissions increase demand for<br />
energy-efficient and environmentally friendly products and<br />
production processes. Compared with alternative solutions,<br />
<strong>Munters</strong>’ technology often results in lower energy consumption<br />
and less resource waste. Several of the Group’s products<br />
are used to reduce emissions of hazardous substances, such<br />
as sulfur dioxide and nitrogen oxide that contribute to the<br />
greenhouse effect. <strong>Munters</strong>’ damage restoration services<br />
contribute to avoiding demolition and new construction by<br />
instead renovating and reusing damaged materials.<br />
Increased demands on indoor climate<br />
Increasingly high demands are being placed on indoor climates<br />
in both commercial and industrial premises. <strong>Munters</strong>’ lowenergy<br />
solutions for climate control allow customers to reduce<br />
resource consumption and environmental impact. Energy is<br />
often saved by making insulation denser and reducing ventilation.<br />
This often results in problems with mold, moisture and<br />
allergies. <strong>Munters</strong> can reduce these problems in two ways – by<br />
installing fixed aggregates that prevent problems from arising<br />
and enabling more energy-efficient ventilation or via the MCS<br />
service division, which can take care of environments that<br />
are already affected.<br />
Economic expansion in Asia<br />
The extensive economic expansion in Asia, primarily in China<br />
and India, has created a large population that to an increasing<br />
degree is able to adopt Western consumer patterns. This in<br />
turn leads to increased demands to improve indoor climates,<br />
which benefits products that employ <strong>Munters</strong>’ technology in<br />
the manufacturing process. The <strong>Munters</strong> strategy includes<br />
investment in growth in Asia, where China has become a<br />
production center for Asia.<br />
Consolidations and quality requirements<br />
within food production and distribution<br />
Consumption of meat in developing countries is increasing in<br />
pace with improvement in regional economies. This in turn<br />
leads to higher prices and a need for more rational production<br />
processes. As a result, a global consolidation and regulation<br />
of the farming and food industries is now in progress. This<br />
trend has resulted in increasing investment in equipment to<br />
increase productivity and improve hygiene. By regulating the<br />
humidity level in premises for food production and distribution,<br />
mold and bacteria growth are prevented, while shelf life<br />
and quality are improved. To ensure high production quality,<br />
production environments must be identical, regardless<br />
of the climate zone. This trend favors <strong>Munters</strong>, which has a<br />
strong brand and an organization that supports a strategy of<br />
being global, customer-focused and specialized. <strong>Munters</strong> has<br />
solutions for all levels in the food industry, from production<br />
and manufacturing via transports to warehousing and sales in<br />
stores. <strong>Munters</strong> climate control systems for animal breeding<br />
increase productivity and reduce the risk of disease.<br />
Consolidation within the insurance industry<br />
An extensive consolidation has been in progress in the<br />
insurance industry for a long time. Many insurance companies<br />
want to reduce their costs for claims adjustment and restoration<br />
by working with fewer national or international suppliers<br />
and partners that can take increasingly greater responsibility<br />
for administration relating to claims settlement. <strong>Munters</strong>’<br />
service division MCS is positioned to take advantage of this<br />
trend through its geographic coverage, long-term national or<br />
regional partnership agreements at fixed price levels and its<br />
ability to take increasingly greater responsibility for claims<br />
settlement and IT-based documentation.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
8 Business focus<br />
<strong>Munters</strong>’ product offering and services<br />
contribute to sustainable development<br />
<strong>Munters</strong> is a technology company with products and services that contribute to sustainable development.<br />
<strong>Munters</strong>’ ambition is to develop its business to achieve sustainable solutions that provide both environmental<br />
and financial benefits for its customers and society as a whole. The Group’s product divisions,<br />
Dehumidification and HumiCool, manufacture and market product solutions that combine low energyconsumption<br />
with the lowest possible environmental impact. The MCS division’s methods for limiting<br />
damage and drying instead of demolition and new construction result in less wasted resources.<br />
Market segments and core technologies<br />
Within the product divisions, the most important<br />
segments are:<br />
• Industrial-process air treatment<br />
• Comfort-oriented climate control<br />
• Climate control for the AgHort industry<br />
• Flue-gas cleaning for coal-fired power plants.<br />
Within the MCS division, <strong>Munters</strong> is building on its position<br />
as a world leader in damage restoration and temporary<br />
climate control.<br />
<strong>Munters</strong> has a number of core technologies that are<br />
applied to these market segments:<br />
• Dehumidification<br />
• Humidification<br />
• Air cooling (direct and indirect evaporative cooling<br />
and heating)<br />
• Heat-exchange technology<br />
• Mist elimination.<br />
Dehumidification and ventilation products<br />
Dehumidification division<br />
Standard products for dehumidification<br />
of air and ventilation of<br />
premises. Handles air flows up to<br />
1,400 m 3 per hour.<br />
Customer value (example) Products<br />
protect against condensation,<br />
corrosion and rust in the<br />
power industry. Prevents taste and<br />
odor contamination in the production<br />
of food.<br />
Manufacturing primarily in<br />
Sweden and China.<br />
Products<br />
ML-series<br />
MX-series<br />
M120/M300<br />
HC-series<br />
Other<br />
Customer segments<br />
A r c h i v e s /<br />
warehouses<br />
Transport<br />
Power industry<br />
Food industry<br />
Other<br />
Sales channels<br />
Directly to endcustomer<br />
Building contractors<br />
External sales<br />
representatives<br />
Distributors<br />
End markets<br />
C<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
Dehumidification<br />
and ventilation<br />
products<br />
Rest of division<br />
Comfort systems<br />
Energy-efficient systems that control<br />
both humidity and temperature<br />
in both commercial and public<br />
premises. Handles air flows up to<br />
100,000 m 3 per hour.<br />
Customer value (example) The<br />
systems create a comfortable<br />
indoor climate. They prevent mold<br />
formation and thus minimize the<br />
risk of allergies. The systems are<br />
energy-efficient and have low<br />
operating costs in that they use patented<br />
heat-exchange technology.<br />
Manufacturing primarily in the<br />
US and Belgium.<br />
Products<br />
DryCool/<br />
DryCool ERV<br />
Wringer<br />
NA-series<br />
Oasis/EPX<br />
DesiCool<br />
Customer segments<br />
Department stores<br />
Schools<br />
Offices and public<br />
buildings<br />
Pharmaceuticals<br />
industry<br />
Other<br />
Sales channels<br />
Directly to endcustomer<br />
Building contractors<br />
External sales<br />
representatives<br />
End markets<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
Comfort systems<br />
Rest of division<br />
Process systems<br />
Customized solutions for air<br />
treatment and humidity control<br />
for industrial processes with high<br />
requirements on air quality and flow<br />
precision. Handles flows of more<br />
than 10,000 to 150,000 m 3 per hour.<br />
Customer value (example) The<br />
systems deliver absolutely dry air,<br />
thus ensuring the highest efficiency<br />
in the manufacture of pharmaceuticals,<br />
food and chemical products.<br />
They remove solvents from emissions<br />
from production processes.<br />
Manufacturing primarily in the<br />
US and Germany.<br />
Products<br />
ICA/DDS<br />
HCD Plus<br />
Thermo/Z-duct<br />
MDU<br />
Zeol<br />
Other<br />
Customer segments<br />
Food industry<br />
Chemical industry<br />
Pharmaceutical<br />
industry<br />
Electronics and semiconductor<br />
industry<br />
Other<br />
Sales channels<br />
Directly to endcustomer<br />
External sales<br />
representatives<br />
End markets<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
Process systems<br />
Rest of division
Business focus<br />
9<br />
HumiCool division<br />
AgHort products<br />
The product range makes it<br />
possible to create total solutions<br />
for controlling the climate in<br />
facilities for breeding livestock<br />
and greenhouse cultivation.<br />
Customer value (example)<br />
Through the use of evaporative<br />
cooling methods and specially<br />
designed heaters, very energyand<br />
cost-efficient climate solutions<br />
are created.<br />
Manufacturing primarily in Italy<br />
and the US.<br />
Products<br />
Fans<br />
Cooling pads<br />
Suction pumps<br />
Heaters<br />
Other<br />
Customer segments<br />
Poultry industry<br />
Greenhouses<br />
Pig farms<br />
Dairies<br />
Sales channels<br />
OEM<br />
Distributors<br />
Directly to endcustomer<br />
End markets<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
AgHort products<br />
Rest of division<br />
HVAC & GTEC products and systems<br />
Products intended for climate<br />
control limited in space or time<br />
for what is called spot climate<br />
control (HVAC). Systems for<br />
cooling air to gas turbines<br />
(GTEC).<br />
Customer value (example)<br />
These solutions are very<br />
cost-efficient and optimized for<br />
heating or cooling of small areas<br />
where there is a need only during<br />
shorter periods of the year.<br />
Manufacturing primarily in Italy,<br />
the US, Mexico and China.<br />
Products<br />
Cooling systems<br />
Products for climate<br />
control<br />
Cooling pads<br />
Customer segments<br />
Industry<br />
Construction<br />
Other<br />
Sales channels<br />
OEM<br />
Resellers<br />
Distributors<br />
Building contractors<br />
Installers<br />
End markets<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
HVAC and GTEC<br />
products and<br />
systems<br />
Rest of division<br />
Mist Elimination systems<br />
Products based on mechanical<br />
separation of liquid and gas<br />
called mist elimination.<br />
Customer value (example)<br />
These systems reduce environmentally<br />
hazardous sulfur<br />
emissions from coal-fired power<br />
plants by as much as 90 percent.<br />
Manufacturing primarily in<br />
Germany and the US.<br />
Products<br />
DF/DCF<br />
DH5000/DV270/<br />
DS8200<br />
DV210/DV880<br />
Customer segments<br />
Power industry<br />
Industry<br />
Maritime<br />
Other<br />
Sales channels<br />
OEM<br />
Engineering and<br />
technical consultants<br />
External sales<br />
representatives<br />
Directly to endcustomer<br />
End markets<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
Mist Elimination<br />
systems<br />
Rest of division<br />
Moisture Control Services (MCS) division<br />
Damage restoration<br />
Services in damage restoration<br />
for every conceivable environment<br />
from restoration of private<br />
property to large-scale commercial<br />
damage and cleaning after<br />
major individual events.<br />
Customer value (example) High<br />
availability, fast response times<br />
and modern technology and<br />
work processes enable costeffective<br />
and environmentally<br />
friendly restoration.<br />
Services<br />
Water damage<br />
restoration<br />
Fire damage<br />
restoration<br />
Reconstruction<br />
Leakage control<br />
Other<br />
Customer segments<br />
Insurance companies<br />
Public buildings<br />
Property managers<br />
Industry<br />
Other<br />
Sales channels<br />
Framework agreements<br />
with insurance<br />
companies<br />
Keya accounts<br />
Local sales<br />
End markets<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
Damage restoration<br />
Rest of division<br />
Temporary climate control<br />
Services for providing a temporary<br />
environment to eliminate<br />
corrosion in surface finishing in<br />
places with high humidity and<br />
to limit or prevent disturbances<br />
in production processes in<br />
conjunction with construction<br />
and maintenance work.<br />
Customer value (example) With<br />
a temporary installation and the<br />
use of energy-efficient products,<br />
a cost-effective solution is<br />
achieved.<br />
Services<br />
Industrial applications<br />
Surface processing<br />
Construction climate<br />
Other<br />
Customer segments<br />
Insurance companies<br />
Public buildings<br />
Property managers<br />
Industry<br />
Sales channels<br />
Key accounts<br />
Local sales<br />
End markets<br />
Europe<br />
Americas<br />
Asia<br />
Share of sales<br />
Temporary climate<br />
control<br />
Rest of division<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
10 Business focus<br />
Core values – responsible business conduct<br />
Satisfactory profitability and a strong financial position must<br />
create the conditions for <strong>Munters</strong> to engage in long-term<br />
sustainable development for business partners, employees,<br />
owners and society. <strong>Munters</strong>’ core values are based on a<br />
sustainability perspective and expressed in part in the Group’s<br />
global Corporate Social Responsibility policy, which includes<br />
such subjects as company culture, the environment, quality,<br />
work environment, safety, code of conduct, business ethics<br />
and corruption and is based on the UN’s general declaration<br />
of human rights and the International Worker’s Organization’s<br />
basic principles regarding rights in working life. The<br />
entire policy is available at www.munters.com. <strong>Munters</strong>’ business<br />
is based on these values, which define the Group’s basic<br />
views. At the same time, the Group’s operations are regulated<br />
by laws, ordinances, norms and permits in each country in<br />
which <strong>Munters</strong> operates. For <strong>Munters</strong>, responsible business<br />
conduct thus includes economic, ethical, environmental and<br />
social responsibility. <strong>Munters</strong> has three global divisions that<br />
operate independently, and decision-making is delegated.<br />
Each manager has considerable freedom to exercise his or her<br />
responsibility within the framework of the above policies.<br />
Did you know<br />
Humidity in the air is<br />
adsorbed in the rotor<br />
Humid air<br />
removed<br />
The rotor<br />
rotates slowly<br />
Drive motor<br />
Dehumidified air<br />
Heater<br />
Heated air<br />
dries the rotor<br />
The adsorption dehumidifier’s rotor contains small air<br />
channels with a very large contact surface. The rotor is<br />
treated with substances that attract humidity or other<br />
substances in the airstream passing through the rotor.<br />
When the dehumidifier is in operation, two airstreams<br />
pass simultaneously through two sections. One airstream<br />
will be dehumidified. The other is warm and is<br />
used to dry the rotor so that it can continue to take up<br />
humidity. The humidity is carried away in the warm and<br />
very moist airstream.<br />
CSR work within the Group began in 2006, and in 2007,<br />
<strong>Munters</strong>’ CSR work was made more concrete through<br />
focused work in the two product divisions where two tools<br />
are used to ensure and verify that business partners work<br />
in accordance with <strong>Munters</strong>’ CSR policy:<br />
• Supplier Self-assessment Form – a supplier evaluation tool<br />
that is also used in the service division<br />
• General Purchase Agreement – a standard supplier agreement<br />
with penalty clauses for deviations. Penalties are<br />
donated without deduction to charities in the area for the<br />
breach of contract.<br />
Work in <strong>2008</strong><br />
In recent years, the most important suppliers within the product<br />
divisions confirmed that they live up to these requirements.<br />
This work with <strong>Munters</strong>’ suppliers is ongoing, and the<br />
goal is to constantly increase the number of suppliers that live<br />
up to <strong>Munters</strong>’ new requirements.<br />
Within the Dehumidification product division, the plant<br />
in Tobo, Sweden signed a contract in <strong>2008</strong> for environmentally<br />
labeled electricity with electricity supplies with low<br />
carbon-dioxide emissions and a complete specification of the<br />
exact environmental impact from start to finish.<br />
Within the MCS division, there were locally adapted<br />
activities within the framework of the overall CSR policy.<br />
During <strong>2008</strong>, a vehicle policy was adopted according to<br />
which all service vehicles must be either diesel or hybrid<br />
vehicles. In the UK, for example, <strong>Munters</strong> in <strong>2008</strong> for the<br />
third time obtained IiP status (Invest in People), which is a<br />
standard for improving a company’s earnings through investing<br />
in employees. An increasing number of customers, such as<br />
the large international insurance companies AXA, Vesta and<br />
If, are requiring compliance, follow-ups and <strong>report</strong>ing of the<br />
division’s CSR work.<br />
During the <strong>2008</strong> fiscal year, the following Group-wide<br />
projects and initiatives were started:<br />
• Travel policy intended to achieve better control, follow-ups<br />
and cost savings, as well as increase safety and environmental<br />
awareness. The policy was implemented in Sweden, the<br />
UK and the US during the year<br />
• Introduction of a videoconferencing system in 28 locations<br />
around the world in order to reduce travel and environmental<br />
impact<br />
• Training activities on CISG (United Nations Convention<br />
on Contracts for the International Sale of Goods) for global<br />
purchasers within <strong>Munters</strong>.
Business focus<br />
11<br />
Quality and the environment<br />
The division’s quality and environmental manager is responsible<br />
for ensuring that production, product and service<br />
improvements take place based on the Group’s environmental<br />
and quality policy.<br />
The environmental policy contains the following general<br />
guidelines:<br />
• Prevailing legislation in the environmental area must be<br />
complied with and preferably exceeded<br />
• Environmental benefits of <strong>Munters</strong>’ products and services<br />
should be marketed<br />
• Employees must be involved and trained in environmental<br />
issues<br />
• Increased control of waste volumes<br />
• Increased recovery of material during damage restoration<br />
• Environmentally oriented work processes.<br />
The quality policy contains the following principles:<br />
• Employees must be aware of and understand the importance<br />
of quality<br />
• Organization and delegation of responsibility and authority<br />
relating to quality work must be documented<br />
• Customer focus, cost efficiency and the requirements of<br />
ISO 9001/2000 or the equivalent must be the starting point<br />
for production<br />
• Research and development of products, systems and service<br />
must be based on customer requirements and demand<br />
• Routines, processes and methods that ensure the desired<br />
quality must be documented and followed<br />
• Only suppliers that are able to satisfy <strong>Munters</strong>’ quality<br />
requirements may be employed<br />
• Marketing and sales activities may only create customer<br />
expectations that we can satisfy<br />
• Development of quality work must be followed up continuously<br />
through information, feedback and quality reviews<br />
• Quality-related work must be managed to achieve annual<br />
goals for quality improvements.<br />
<strong>Munters</strong> has 20 production plants around the world and conducts<br />
operations subject to permit and <strong>report</strong>ing obligations at<br />
13 plants. Within production, efforts have been made in certain<br />
local production plants to reduce production waste, as well<br />
as to use resources more efficiently. In producing new products,<br />
<strong>Munters</strong>’ goal is to reduce the impact on the environment.<br />
<strong>Munters</strong>’ product development, primarily of consumer products,<br />
is adapted to the EU’s RoHS (Restricted or Hazardous<br />
Substances) directive, which today is also self-evident within<br />
<strong>Munters</strong> in product development for the industrial market.<br />
Did you know<br />
When traditional air conditioning is used to cool<br />
an area, the humidity increases. This often results<br />
in growth of mold that is hazardous to health and<br />
moisture problems. In warm climates, there is therefore<br />
a demand for air conditioning in combination with dehumidification.<br />
However, traditional air conditioning is<br />
very energy-demanding. Several of <strong>Munters</strong>’ products<br />
for climate control are based on evaporative cooling.<br />
Evaporative cooling means cooling through evaporation.<br />
Water added to warm air becomes vapor and thus<br />
lowers the air temperature. This is the same principle<br />
that the human body uses when it produces sweat.<br />
Four grams of water added to one cubic meter of air<br />
lowers the air temperature by 10° C. This is a natural<br />
cooling method that does not require energy. It sounds<br />
simple, but it requires great expertise to achieve commercial<br />
solutions.<br />
<strong>Munters</strong>’ operations in Sweden<br />
<strong>Munters</strong> conducts operations subject to permit and <strong>report</strong>ing<br />
obligations that include emissions to air and water according to<br />
permit type B in the Environmental Code at its plant in Tobo.<br />
The permit covers all production operations in the plant and<br />
is valid until further notice. There are also noise restrictions.<br />
There are no injunctions within these areas. The production<br />
operations are environmentally certified according to ISO<br />
14000. The products are continuously adapted to the EU’s<br />
various environmental directives. Chemicals and other hazardous<br />
waste are collected and turned in for destruction. There are<br />
no environmental debts and no current disputes.<br />
Operations outside Sweden<br />
Of the Group’s operations outside Sweden, 12 plants conduct<br />
some form of operations subject to permit and <strong>report</strong>ing obligations.<br />
Detailed information about these plants is available<br />
at www.munters.com/sustainability. There are no environmental<br />
debts and no current disputes.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
12<br />
Personnel<br />
Entrepreneurial spirit<br />
with customer focus<br />
<strong>Munters</strong> is a global company with a strong local presence. Its culture is characterized by<br />
customer focus, professional expertise and dynamism. Delegated leadership results in a<br />
strong entrepreneurial spirit and an innovative work environment that creates prerequisites<br />
for continuously enhancing <strong>Munters</strong>’ competitiveness and creating profitable growth.<br />
Long-term organic growth supplemented by strategic acquisitions<br />
have created a global company with a strong company<br />
culture and local presence. This presence means that <strong>Munters</strong><br />
can always offer local solutions based on the customer’s own<br />
requirements, which provides a strong competitive advantage.<br />
Personnel development<br />
<strong>Munters</strong>’ open company culture gives every employee clear<br />
responsibility for his or her own development. It provides a<br />
creative and living work environment in which everyone’s<br />
unique abilities are fully utilized and creates personal motivation<br />
to develop. This is possible through delegated leadership.<br />
The clear responsibility for own development, which rests<br />
with each employee, combined with extensive support for<br />
all managers in their daily personnel work, has created an<br />
innovative work environment. An important tool for managers<br />
and supervisors in this work is <strong>Munters</strong> Management<br />
Manual, a place on the intranet where the company’s guidelines,<br />
policies and recommendations are gathered.<br />
Career opportunities<br />
<strong>Munters</strong> is a youthful company that is constantly growing,<br />
which gives employees many opportunities to quickly expand<br />
their work assignments and develop in their professional roles.<br />
Within the Group, both managers and employees receive full<br />
support in pursuing a career within their own organization.<br />
<strong>Munters</strong> strives to recruit internally in the first instance when<br />
the company expands and new positions are created.<br />
With constantly new technical applications and customer<br />
niches, work to recruit and retain key persons has become<br />
an increasingly important strategic goal. To guarantee and<br />
strengthen <strong>Munters</strong>’ level of expertise over the long term,<br />
emphasis has been placed on creating awareness of future<br />
requirements on expertise and personnel.<br />
Competence supply with respect to managers and key<br />
positions was further enhanced during <strong>2008</strong>. The working<br />
model for succession planning, <strong>Munters</strong> Continuity Planning,<br />
offers good guidance in the work to match the company’s<br />
requirements with employee desires for professional<br />
careers and personal development. Group-wide guidelines for<br />
mobility between countries have been established to improve<br />
Net sales per employee<br />
SEK 000s<br />
1,600<br />
1,550<br />
1,500<br />
1,450<br />
1,400<br />
1,350<br />
Average number of employees<br />
Number<br />
4,800<br />
4,000<br />
3,200<br />
2,400<br />
1,600<br />
800<br />
Permanent employees per division<br />
Number<br />
2,400<br />
2,000<br />
1,600<br />
1,200<br />
800<br />
400<br />
1,300<br />
03 04 05 06 07 08<br />
Per average number of employees<br />
0<br />
Men<br />
03 04 05 06 07 08<br />
Women<br />
0<br />
Dehumidification<br />
HumiCool<br />
MCS<br />
Age distribution<br />
Personnel turnover<br />
Permanent and temporary employees<br />
Number %<br />
Number<br />
1,500<br />
24<br />
6,000<br />
1,250<br />
20<br />
5,000<br />
1,000<br />
16<br />
4,000<br />
750<br />
12<br />
3,000<br />
500<br />
8<br />
2,000<br />
250<br />
4<br />
1,000<br />
0<br />
0<br />
0<br />
Personnel<br />
13<br />
the support for subsidiaries and employees who move to a new<br />
country to contribute to <strong>Munters</strong>’ continued development.<br />
Initiate<br />
Plan<br />
Execute<br />
Conclude<br />
Global perspective<br />
Ensuring competence globally is important for the future.<br />
<strong>Munters</strong> therefore regularly arranges international meetings<br />
for managers and key persons to share new ideas that can<br />
contribute to better business, to learn from each other and to<br />
strengthen competitiveness in the local markets.<br />
<strong>Munters</strong> conducts regular opinion surveys among all<br />
employees to quality-assure the work environment. The<br />
results are <strong>report</strong>ed internally and provide the basis for development<br />
within each business area.<br />
In pace with <strong>Munters</strong>’ growth in new markets and new<br />
customer segments, additional requirements are placed on<br />
global personnel processes. The newly established management<br />
group for global HR issues implemented several global processes<br />
during the year to support <strong>Munters</strong>’ business strategy. A new<br />
leadership development concept that supports <strong>Munters</strong>’ strategic<br />
development was established in which competence development<br />
is matched to seniority and role in the company. Focus<br />
areas in the leadership development concept have been international<br />
company management with a special focus on China and<br />
strategy and management of support processes, such as research<br />
and development, finance and HR.<br />
Training is primarily conducted in consortium form in<br />
collaboration with universities and other multinational companies.<br />
In addition, a Group-wide initiative was established<br />
relating to structure and processes surrounding management<br />
compensation, bonus programs and international mobility.<br />
Incentives with clear goals<br />
Within <strong>Munters</strong>, there is a strong link between individual performance<br />
and the company’s earnings growth. The company<br />
has different programs for variable compensation that include<br />
standardized reward systems for sales and service personnel<br />
and bonus programs for senior managers and other key persons<br />
in the Group. These programs take into consideration sales and<br />
earnings trends, capital turnover rate and individual goals.<br />
Employees in figures<br />
The average number of employees, including temporary<br />
employees, was 4,291 during the year, an increase of 0.5<br />
percent, compared with the preceding year. The proportion<br />
Contract<br />
Plan<br />
Business case<br />
Organization<br />
and resources<br />
Project<br />
<strong>report</strong>s<br />
Final<br />
documentation<br />
and approval<br />
Group-wide model for project management<br />
Each year, <strong>Munters</strong> conducts a large number of projects<br />
at the local, regional and global level. To become more<br />
focused and improve work in project execution, a Groupwide<br />
model for management and execution of projects –<br />
<strong>Munters</strong> Project Model (MPM) – was introduced in <strong>2008</strong>.<br />
The model is designed to enable it to be used in all types<br />
of projects, even in R&D, and includes the project organization,<br />
a management model, documentation, a model<br />
for execution and documentation for follow-ups.<br />
During the year, <strong>Munters</strong> conducted a global MPM<br />
training for a large number of employees in which management<br />
groups and Group management also received<br />
an overview of the model. During 2009, <strong>Munters</strong> will<br />
continue developing the model with the objective of<br />
making it a natural part of the Group’s corporate culture.<br />
of women amounted to 19 percent (19). Personnel turnover<br />
increased during the year to 17 percent (13) for the Group<br />
as a whole. The still relatively high figures are due to several<br />
factors. Personnel turnover as a result of relocation of production<br />
increased, compared with previous years. Europe has a<br />
high proportion of MCS employees, which is traditionally a<br />
personnel group with high mobility. Asia consist of several<br />
young companies with a large share of production where<br />
employee mobility is still relatively high. <strong>Munters</strong> is to a large<br />
extent a young company. Fully 52 percent of the workforce is<br />
younger than 40, and the average age is 40 years (38).<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
14 Dehumidification division
Dehumidification division<br />
15<br />
“The division’s earnings in <strong>2008</strong> were satisfactory, given<br />
the turbulent market. The gross margin declined somewhat,<br />
however. This was a result of a changed product mix and<br />
non-recurring costs for a fault in a component supplied by a<br />
third party. The acquisition of Toussaint Nyssenne strengthens<br />
<strong>Munters</strong> position in the European market for customized<br />
air treatment systems for offices and public buildings. It<br />
also provides greater access in Europe to <strong>Munters</strong>’ DryCool<br />
technology that has achieved great success in North America.<br />
Our goal is to continue strengthening and expanding our<br />
presence in Europe.”<br />
Mike McDonald, Division President<br />
Developments during <strong>2008</strong><br />
• Relatively stable order intake during the year, with a<br />
positive growth in business with new customers in<br />
the US in the Commercial segment<br />
• Acquisition of Belgium-based Toussaint Nyssenne<br />
completed in the fourth quarter<br />
• Division’s presence in Asia strengthened<br />
• First signs of a weaker market at the end of the<br />
fourth quarter.<br />
The Dehumidification division showed stable growth during the<br />
year, despite signs of weaker market conditions toward the end<br />
of the fourth quarter. Demand for applications in the commercial<br />
segment was strong, due to new and more energy-efficient products<br />
launched as a result of the acquisition of Des Champs Technologies<br />
a year earlier. The market for dehumidifiers for industrial<br />
applications was also sound during the year and driven by strong<br />
demand from the pharmaceutical and food industries. Margins<br />
were negatively affected by guarantee costs due to faulty components<br />
from a third party. The order backlog at the end of the<br />
year was favorable, but the mix of gross margins was somewhat<br />
weaker, compared with last year. Measures to decrease personnel<br />
were taken during the latter part of the year in response to the<br />
weaker market conditions that are expected. The acquisition of<br />
Toussaint Nyssenne was completed during the fourth quarter, and<br />
the company was consolidated as of October 1, <strong>2008</strong>.<br />
KEY DATA <strong>2008</strong><br />
Adjusted<br />
<strong>2008</strong> 2007 Change, % change, % 1<br />
Order intake, SEK M 2,133 2,001 7 5<br />
Net sales, SEK M 2,051 1,936 6 3<br />
Operating earnings<br />
(EBITA), SEK M 201 234 –14<br />
Operating margin, % 9.8 12.1<br />
Return on operating<br />
capital, % 38.7 52.0<br />
Capital turnover rate,<br />
multiple 3.9 4.3<br />
No. of employees, Dec 31 1,301 1,180 10<br />
1<br />
Preceding year translated to this year’s exchange rates and adjusted for acquisitions.<br />
Share of consolidated<br />
net sales<br />
Net sales by geographic<br />
region<br />
SEK M<br />
3,000<br />
Order intake Net sales Operating earnings<br />
1,500<br />
31% Asia 10%<br />
50% Food 13%<br />
32%<br />
1,000<br />
Pharma-<br />
Europe 37%<br />
Americas 53%<br />
ceuticals 10%<br />
Other 40%<br />
500<br />
Department<br />
stores 10%<br />
0<br />
Commercial<br />
2003 premises 200427%<br />
2005 2006 2007<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
Share of consolidated 2,000<br />
operating earnings<br />
0<br />
SEK M<br />
3,000<br />
2,500<br />
SEK M<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
2003<br />
2004<br />
2005<br />
Customer segments<br />
2006<br />
2007<br />
<strong>2008</strong><br />
SEK M<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
Share of Group employees 200<br />
<strong>2008</strong><br />
0<br />
SEK M<br />
300<br />
250<br />
150<br />
100<br />
50<br />
0<br />
SEK M<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
3 000<br />
2 500<br />
2 000<br />
1 500<br />
1 000<br />
500<br />
0<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
16<br />
Dehumidification division<br />
Continued geographic expansion<br />
The Dehumidification division is a world leader in energy-efficient products and complete solutions<br />
for controlling humidity and improving the quality of indoor climates. Its technology is used in both<br />
production equipment and in large premises such as warehouses, department stores and schools.<br />
Environmentally friendly products, advanced technical expertise and a global presence, in<br />
combination with a strong customer focus, have contributed to <strong>Munters</strong>’ strong position. The US<br />
and Europe are the largest geographical markets, but Asia is growing in importance. Manufacturing<br />
takes place in plants in Sweden, Belgium, the US, Mexico, Brazil, Japan and China.<br />
Services and offering<br />
The Dehumidification division has an organization based on<br />
functions and is divided into three market areas: the Americas,<br />
Europe and Asia. The Americas region accounts for<br />
slightly more than half of sales, Europe accounts for slightly<br />
more than a third and the remainder is attributable to Asia,<br />
which includes Australia.<br />
The division offers products and complete solutions to<br />
improve air quality for its customers, thus creating more<br />
efficient manufacturing processes or storage conditions or an<br />
improved indoor climate. <strong>Munters</strong> solutions are installed in<br />
widely varying buildings, including manufacturing plants,<br />
department stores, schools, restaurants and hospitals. A smaller<br />
portion of operations is focused on the semiconductor and<br />
composite industries with equipment for cleansing air from<br />
the solvents used in the production processes. <strong>Munters</strong> has a<br />
complete product program, with dehumidifiers and dehumidification<br />
systems for air flows from 50 m 3 /h up to 150,000 m 3 /h.<br />
Proprietary core technology<br />
The division’s products and systems are based on the most<br />
energy-efficient technology and employ <strong>Munters</strong>’ dehumidification<br />
rotor, which is designed to absorb humidity. The<br />
Dehumidification division’s competitiveness consists of high<br />
technical expertise, global market coverage and an ability to<br />
adapt products and systems to customer-specific needs.<br />
<strong>Munters</strong>’ world-leading brand and its capacity for service<br />
and support are other competitive factors.<br />
Climate control is a critical factor in many manufacturing<br />
processes. Small changes in humidity and temperature may<br />
create a breeding ground for mold and bacteria. This in turn<br />
may affect the safety and quality of manufactured products,<br />
as well as health and productivity in the workplace. In commercial<br />
premises, traditional air-conditioning systems are<br />
often used to control the indoor climate. However, these systems<br />
consume considerable energy. <strong>Munters</strong>’ solution, which<br />
is based on reducing humidity levels in the premises, requires<br />
less cooling and thus lowers energy consumption.<br />
A majority of the world’s population lives in climates with<br />
high temperature and humidity, and it is in these areas that<br />
needs are greatest. Awareness of the economic prerequisites<br />
for addressing these problems is increasing in many regions.<br />
Thus far, the greatest sales successes for <strong>Munters</strong>’ systems<br />
have been achieved in the US, where large parts of the country<br />
have a warm climate with high humidity.<br />
Increased environmental awareness<br />
Increased environmental awareness among the public and the<br />
authorities in combination with a trend towards high energy<br />
prices is driving development of more energy-conserving products.<br />
<strong>Munters</strong> offers the market’s most energy-efficient products,<br />
and on the strength of its technical leadership, the company<br />
strives to improve environmental features of all of its products.<br />
Product development is focused on improving the dehumidification<br />
rotor’s performance with unchanged or reduced energy<br />
consumption. One example of an energy-saving innovation is<br />
Power Purge, through which the energy consumption in a<br />
dehumidification system can be reduced by up to 40 percent.<br />
Customers and market<br />
The global market for <strong>Munters</strong>’ dehumidification products<br />
and systems is estimated to amount to about SEK 15 billion.<br />
<strong>Munters</strong> total market share amounts to about 15 percent<br />
within its defined markets. Within rotor-based dehumidification,<br />
<strong>Munters</strong> holds a 50-percent market share.<br />
The food and pharmaceutical industries are the largest<br />
customer segments. Moisture results in substantial negative<br />
effects on food and pharmaceutical quality in production,<br />
handling and storage. Global food producers strive for identical<br />
taste, aroma and appearance of their products, regardless of<br />
the climate zone in which they are produced. Cold and frozen<br />
products also present a more difficult challenge. <strong>Munters</strong>’<br />
dehumidification systems offer customers the ability to control<br />
humidity and thus prevent the formation of frost and ice during<br />
the production process. In the electronics and semiconductor<br />
industry, a humidity-controlled environment is often crucial<br />
for the manufacturing result. One example of a significant<br />
customer application is bridge constructions in which dry air<br />
protects sensitive parts against corrosion.<br />
Customers within these customer segments include such<br />
global companies as Texas Instruments, General Electric,<br />
Siemens, Pfizer and Nestlé.
Dehumidification division<br />
17<br />
How Sandvik reduced energy costs<br />
and increased production<br />
The Swedish engineering group Sandvik has a worldleading<br />
position in selected niches. One of them is tools and<br />
components in cemented-carbide and high-speed steel for<br />
metalworking. During <strong>2008</strong>, Sandvik opened its new plant<br />
in Rovereto in northern Italy. About 130 persons work in the<br />
plant in three shifts manufacturing shank-end mills in solid<br />
cemented-carbide.<br />
Energy efficiency high on requirements list<br />
The climate in this region is characterized by short, cold<br />
winters and long, hot summers with high humidity. Because<br />
Sandvik uses advanced CNC machines that are sensitive to<br />
climate changes, it was important to find the market’s most<br />
optimal air treatment system. Among Sandvik’s many stringent<br />
requirements on such a system, energy efficiency was<br />
very high on the list. The company had positive experience<br />
of <strong>Munters</strong>’ air treatment systems from other Sandvik plants<br />
around the world. Sandvik contacted <strong>Munters</strong>’ experts who<br />
presented a solution with the new DryCool ERV system that<br />
was launched so successfully in the US market just a few<br />
months earlier.<br />
Controls both temperature and humidity<br />
What makes the DryCool ERV system special is that it<br />
controls both temperature and humidity in the same system.<br />
It also uses heat recovery and condenser heat to dry the<br />
dehumidifier’s rotor. The result is the market’s most energyefficient<br />
and effective climate control system. During the<br />
summer months, the system provides dehumidification and<br />
cooling. In the winter, energy is saved by recovering waste<br />
heat. A perfect production climate is created, regardless of<br />
the season.<br />
Reduced energy costs and increased comfort<br />
After installation of DryCool in the Rovereto plant, Sandvik<br />
reduced its cooling requirements by a full 60 percent during<br />
the summer months. In addition, DryCool contributed to<br />
increasing production in the plant. When the climate surrounding<br />
a CNC machine is optimal, the need for manual<br />
supervision is reduced. By installing DryCool, the machines<br />
can run on weekends with reduced personnel. This was not<br />
possible previously due to the high cost of human supervision.<br />
The most important benefit that Sandvik discovered<br />
was that the plant’s many employees can now work in a<br />
comfortable indoor climate regardless of the season.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
18<br />
Dehumidification division<br />
Global partners<br />
In addition to increased focus on energy-efficient solutions,<br />
major customers within the food and pharmaceutical industries<br />
are increasingly seeking global partners to guarantee<br />
product standards and achieve efficiency in purchasing.<br />
<strong>Munters</strong> is one of the few global companies in the industry,<br />
with manufacturing, sales and service operations in North<br />
and South America, Europe and Asia in an otherwise fragmented<br />
market. Competitors primarily consist of regional<br />
players that are active in their local markets or in specific<br />
niches. <strong>Munters</strong>’ market share amounts to about 14 percent<br />
of an estimated total market for customers in the industrial<br />
segment of slightly more than SEK 9 billion.<br />
The Dehumidification division is also specialized in<br />
humidity and temperature control in commercial premises frequented<br />
by many persons, such as department stores, schools,<br />
restaurants and hospitals. These customer segments account<br />
for one third of the division’s sales. In department stores, for<br />
example, <strong>Munters</strong>’ systems create a comfortable indoor climate<br />
for customers and personnel, while the dry air prevents ice<br />
formation in the freezer cabinets for frozen food. A customer<br />
group showing strong growth is schools, where high humidity<br />
often gives rise to mold, which can result in students being<br />
affected by allergies. Operating rooms, swimming pools and<br />
ice rinks are other examples of demanding applications with<br />
substantial requirements with respect to humidity and climate<br />
control. The acquisition of Des Champs Technologies in 2007<br />
strengthened <strong>Munters</strong>’ position as a leading supplier of energyefficient<br />
systems for climate control for commercial buildings<br />
and enabled market coverage to be improved strongly with<br />
respect to both climate zones and customer applications.<br />
Energy-efficient solutions<br />
The largest players in indoor climate control for commercial<br />
buildings are traditional air-conditioning companies, such as<br />
Trane and Carrier. These air-conditioning systems are primarily<br />
intended for cooling intake air and are less suitable for regulating<br />
the humidity level. This means that the indoor climate<br />
becomes humid, with the resulting risk for mold and bacteria<br />
growth. The traditional solutions available for controlling<br />
humidity in these premises require significantly more energy<br />
than <strong>Munters</strong>’ solutions. <strong>Munters</strong> is a small player in the market<br />
for commercial air conditioning. However, through a niche<br />
strategy that focuses on technical leadership and energy-efficient<br />
products for treatment of ventilation air, a strong market<br />
position has been achieved. Today, <strong>Munters</strong> is the leader in<br />
products that control both temperature and humidity. <strong>Munters</strong>’<br />
market share in these commercial segments amounts to about<br />
14 percent of an estimated total market of SEK 5 billion.<br />
Cleaning emissions<br />
A smaller portion of the division’s operations, approximately<br />
3 percent of sales, manufactures what are called Zeol systems<br />
that remove solvents from emissions in conjunction with<br />
production processes. This is a small but very profitable niche<br />
market. The largest customer segment is the semiconductor<br />
industry, but auto paint shops are growing in importance.<br />
The largest individual customer is Intel. Both the semicon-<br />
ductor and the automotive segments are cyclical with respect<br />
to investments, which affects <strong>Munters</strong> earnings trend. <strong>Munters</strong><br />
market share in this niche amounts to about 12 percent.<br />
Customer-oriented product development<br />
Much of the division’s development work is focused on further<br />
development of the product platforms that serve as the<br />
foundation of the <strong>Munters</strong> dehumidifier range. With these<br />
modular platforms as a base, cost-efficient products are developed<br />
that create economies of scale and permit customization<br />
according to the very varied requirements of the customer<br />
segments. One example is the Integrated Custom Airhandler<br />
(ICA), which is a platform consisting of large industrial systems<br />
that accounts for one third of sales to industrial customers in<br />
the US market.<br />
One example of products for the commercial customer<br />
segment is DesiCool, which is an environmentally friendly<br />
and energy-efficient air treatment system that recovers waste<br />
heat and converts heat to cooling in office premises and<br />
production facilities. The DryCool product family, which<br />
was further enhanced in conjunction with the acquisition of<br />
Des Champs, has proven to be very attractive in the segment<br />
for public and commercial premises. Both DesiCool and<br />
DryCool will be manufactured in the newly acquired Toussaint<br />
Nyssenne in Belgium and thus become more available<br />
for a broad European market.<br />
<strong>Munters</strong> supplies dehumidification<br />
equipment to NASA<br />
At Cape Canaveral Air Force Station in Florida in the<br />
US, a plant for assembly of tomorrow’s satellites is<br />
now under construction. High demands are being<br />
placed on all equipment to be used in the plant,<br />
particularly considering the high humidity that prevails<br />
in this coastal area of Florida. In intense competition,<br />
<strong>Munters</strong> won an order to deliver ten large customized<br />
dehumidification units to NASA. Each unit contains<br />
specially manufactured peripheral equipment which<br />
had undergone rigorous quality controls. The units<br />
were delivered as planned in the autumn of <strong>2008</strong>.
Dehumidification division<br />
19<br />
Developments during <strong>2008</strong><br />
The first products to combine <strong>Munters</strong> and Des Champs<br />
technologies were launched during the year.<br />
The acquisition of the Belgian company Toussaint Nyssenne,<br />
a manufacturer of high-quality air treatment systems,<br />
was completed during the fourth quarter. The acquisition<br />
strengthens <strong>Munters</strong>’ market position within the European<br />
market for customized air treatment systems for offices and<br />
public buildings. The greatest potential lies in creating greater<br />
availability in Europe for <strong>Munters</strong>’ Drycool technology, which<br />
is very successful in North America. The acquisition will also<br />
facilitate more rapid growth through synergies in product<br />
integration, technology and distribution. Toussaint Nyssenne’s<br />
products complement and also expand <strong>Munters</strong>’ product range<br />
in industrial applications. The acquisition contributed 122<br />
employees and annual sales of about SEK 193 million.<br />
Non-recurring costs of SEK 13 million for quality problems<br />
due to a sub-supplier were charged against earnings in<br />
the second quarter. Stronger presence in China provides the<br />
foundation for growth during 2009.<br />
Strategy<br />
• Global product platforms to achieve cost savings<br />
• Expansion in Asia<br />
• Strengthened presence in the European market for commercial<br />
products<br />
• Increase energy efficiency of products<br />
• Increase focus on energy-efficient industrial air treatment<br />
with DryCool and DesiCool<br />
• Improve margins through global purchasing and relocation of<br />
production, as well as global adaptation of the product range<br />
• Acquisitions that leverage <strong>Munters</strong>’ leadership in energy<br />
efficiency and dehumidification.<br />
Focus 2009<br />
During the preceding year, much effort was devoted to implementing<br />
efficiency-enhancing measures within the framework<br />
of the <strong>Munters</strong> Efficiency Program. In addition, considerable<br />
focus was devoted within the division to streamlining the product<br />
portfolio to comprise a smaller number of global product<br />
families that are designed according to a modular philosophy.<br />
Furthermore, development continues to combine <strong>Munters</strong> and<br />
Des Champs technologies in new products. A similar technical<br />
and organizational development has been initiated with the<br />
newly acquired Toussaint Nyssenne. The division intends to<br />
continue its expansion within commercial products, including<br />
DryCool and DesiCool, in the European market.<br />
During 2009, the division will continue to selectively<br />
strengthen its presence in the Asian market and in addition<br />
ensure that production in the new Chinese plant develops<br />
according to plan. A broad product portfolio is manufactured<br />
in China, and the plant constitutes a production center for<br />
Asia, while being developed into a global center for purchasing<br />
of low-cost components.<br />
Better air when school starts<br />
Most children probably dream at times of escaping<br />
school. Perhaps it snows so much that school will be<br />
cancelled and students can sleep in late. Or perhaps<br />
the air conditioning breaks down on a hot summer day<br />
and school ends early. At Jefferson Forest High School<br />
in Forest, Virginia in the US, however, the problems<br />
were much greater. Severe mold growth and poor indoor<br />
air quality forced officials to close the school and<br />
start the summer vacation three weeks early.<br />
What was a dream come true for many students<br />
proved to be a formidable challenge for school officials.<br />
In a short period of time, they had to get the building<br />
in shape for the autumn semester. The problems with<br />
poor air had existed for some time, and both students<br />
and employees had complained about breathing<br />
difficulties, headaches and allergy-related symptoms.<br />
When the roof needed to be replaced, several leaks<br />
were discovered that had resulted in mold and bacteria<br />
growth. The real villain, however, was poor air circulation,<br />
which was particularly evident when the children<br />
were in the school. Humidity levels of 70 to 90 percent<br />
could be measured, while the level should not exceed<br />
60 percent to prevent mold formation.<br />
Energy-efficient heat exchanger<br />
IMEC Engineers, which was employed for the sanitation<br />
project, was able to conclude that the existing<br />
air-conditioning system was only cooling the air but<br />
could not remove the humidity. “We needed a supplier<br />
who could solve the humidity problem as quickly as<br />
possible,” says J. Todd Owen from IMEC.<br />
He contacted <strong>Munters</strong>, which installed three permanent<br />
Wringer aggregates. These units contain Des<br />
Champs’ unique and energy-efficient heat exchangers<br />
and can be adapted to any climate. The moist outdoor<br />
air is cooled and dehumidified before being led into the<br />
building again. “After the installation, several measurements<br />
have been performed, and we are very pleased<br />
with the results. The problem is solved, and we also<br />
finished in time for the start of school,” comments<br />
J. Todd Owen.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
20 HumiCool division
HumiCool division<br />
21<br />
“After a strong first half of the year for most business areas,<br />
HumiCool was affected by a sharply weakened market as<br />
a direct result of turmoil in the credit markets that quickly<br />
resulted in reduced volumes. During the second half of <strong>2008</strong>,<br />
the division implemented forceful measures to adapt the<br />
cost structure to the lower market activity. This work will<br />
continue during 2009. Our market position remains favorable,<br />
and I expect that the implemented measures will further<br />
strengthen the division so that we will achieve a rapid recovery<br />
when the market rebounds.”<br />
Per Segerström, Division President<br />
SEK M<br />
3,000<br />
2,500<br />
SEK M<br />
300<br />
250<br />
3 000<br />
2,000<br />
200<br />
2 500<br />
Developments during <strong>2008</strong><br />
• Favorable sales for most business areas during the<br />
first half of the year with the exception of HVAC<br />
• Sharply weakened market prospects after the<br />
summer<br />
• Rationalization measures in the production structure<br />
and substaintial reduction of the workforce.<br />
During the first half of the year, market growth was strong for all<br />
business areas except HVAC, which experienced weak demand<br />
for mobile heaters after a mild winter. Mist Elimination showed a<br />
favorable earnings trend aided by a solid order backlog, but order<br />
intake declined significantly due to low demand among coal-fired<br />
power plants in the US. After the summer, all business areas were<br />
strongly affected by the turmoil in the global credit markets, which<br />
resulted in distributors experiencing difficulty with short-term<br />
financing and thus reducing inventories. A dramatic decline in the<br />
KEY DATA <strong>2008</strong><br />
AgHort 1,500 market became evident in the fourth quarter, with the US 150<br />
leading the downturn. The driving force over the short term was a<br />
1,000<br />
100<br />
lack of financing, but a rapid increase in the price of animal feed<br />
that 500has not been reflected in the price of meat means that the 50<br />
industry over the medium term will experience strong pressures<br />
on margins 0 that will limit willingness to invest. Earnings during the 0<br />
2003 2004 2005 2006 2007 <strong>2008</strong><br />
year were affected by a non-recurring cost of SEK 10 M resulting<br />
from bankruptcy of a large US HVAC customer, which was unable<br />
to SEK renew M its loans due to the financial crisis. To adapt to the lower SEK M<br />
3,000 market activity in several segments, adjustment of the workforce 300<br />
continued and will be combined with additional changes in the<br />
2,500<br />
production structure. During the year, the MEP 2 250<br />
program was<br />
implemented 2,000 with the objective of adapting HumiCool’s produc20tion<br />
units to the demands and requirements that will be placed<br />
on 1,500 the division in the future. A non-recurring cost of SEK 22 M 150<br />
was charged against earnings during the year and was mainly<br />
1,000<br />
100<br />
attributable to the units in Mexico and German and the relocation<br />
of 500 production from Italy and Sweden to China and Mexico. 50<br />
0<br />
2003<br />
2004<br />
2005<br />
2006<br />
2007<br />
<strong>2008</strong><br />
0<br />
2 000<br />
1 500<br />
1 000<br />
500<br />
0<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
Adjusted<br />
<strong>2008</strong> 2007 Change, % change, % 1<br />
Order intake, SEK M 1,644 1,837 –11 –14<br />
Net sales, SEK M 1,743 1,765 –1 –5<br />
Operating earnings<br />
(EBITA), SEK M 155 251 –38<br />
Operating margin, % 8.9 14.2<br />
Return on operating<br />
capital, % 27.5 52.3<br />
Capital turnover rate,<br />
multiple 3.1 3.7<br />
No. of employees, Dec 31 866 924 –6<br />
1<br />
Preceding year translated to this year’s exchange rates and adjusted for acquisitions.<br />
SEK M<br />
SEK M<br />
3,000<br />
300<br />
2,500<br />
250<br />
2,000<br />
200<br />
1,500<br />
150<br />
1,000<br />
100<br />
500<br />
50<br />
0<br />
0<br />
2003 2004 2005 2006 2007 <strong>2008</strong><br />
Order intake Net sales Operating earnings<br />
0<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
Share of consolidated<br />
net sales<br />
Net sales by geographic<br />
region<br />
Share of consolidated<br />
operating earnings<br />
Customer segments<br />
Share of Group employees<br />
26% Asia 16%<br />
Americas 33%<br />
38% AgHort 44%<br />
ME 28%<br />
HVAC/<br />
GTEC 28%<br />
21%<br />
Europe 51%<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
22 HumiCool division<br />
Dramatic market shift during the year<br />
HumiCool offers environmentally friendly and energy-efficient solutions for creating an optimal<br />
indoor climate for animals, plants and humans, as well as for industrial processes. The technology is<br />
primarily based on evaporative cooling that occurs when water evaporates. This is nature’s own<br />
method for cooling the surrounding air. In addition, the division offers effective products for reducing<br />
harmful emissions, primarily for the coal-fired power industry. <strong>Munters</strong> has a strong position through<br />
its role as a pioneer in evaporative cooling. An increasingly broad product portfolio, considerable<br />
application expertise and global presence are some of HumiCool’s competitive advantages.<br />
Services and offering<br />
The division is divided into three business areas, AgHort<br />
(Agriculture & Horticulture), Mist Elimination, HVAC/<br />
GTEC (Heating, Ventilation and Air Conditioning and Gas<br />
Turbine Evaporative Cooling). AgHort, which is the largest<br />
business area, offers systems for climate control primarily for<br />
facilities for livestock breeding and for cultivation of plants<br />
and vegetables. Mist Elimination manufactures components<br />
called mist eliminators primarily for flue-gas cleaning systems<br />
for coal-fired power plants, as well as for the process<br />
industry and maritime applications. The HVAC/GTEC business<br />
area offers products for climate control for indoor environments<br />
and products for air cooling for gas turbines. The<br />
division has major production facilities in the US, Mexico,<br />
Germany, Italy, China and Australia and smaller production<br />
and logistics units in Brazil, Denmark, South Africa, Thailand<br />
and Japan.<br />
Proprietary cooling technology<br />
<strong>Munters</strong>’ technologies in the AgHort, HVAC and GTEC<br />
business areas are based on evaporative cooling. Warm and<br />
dry air passes through <strong>Munters</strong>’ special CELdek® or GLASdek®<br />
cooling pads, which are sprayed with water. As the air<br />
passes over the pads, the water evaporates, making the air<br />
cool and moist. This cooling technology, which is based on<br />
<strong>Munters</strong>’ own innovations, offers low operating costs and is<br />
also very environmentally friendly. Within this business area,<br />
<strong>Munters</strong> also offers a broad range of mobile heaters, which are<br />
used when there is a need to heat small or large areas during a<br />
short period of the year. Within Mist Elimination, the technology<br />
is based on removal of liquid droplets from gas streams<br />
by mist eliminators. In the Flue-Gas Desulfurization (FGD)<br />
application, the flue gas is sprayed with a liquid containing<br />
substances that bind compounds (sulfur) in the gas. Thereafter,<br />
<strong>Munters</strong>’ mist eliminators remove the liquid droplets in which<br />
the compounds have been absorbed.<br />
Customers and market<br />
The total market that HumiCool can address with the<br />
current product portfolio has an estimated annual volume<br />
of about SEK 18 billion. <strong>Munters</strong>’market share is about 10<br />
percent, but in the product areas cooling pads and fans for<br />
livestock enclosures and flue-gas cleaning, the market share<br />
is significantly higher.<br />
The AgHort business area accounts for about 44 percent<br />
of sales within HumiCool. The defined global market is<br />
estimated at about SEK 6.5 billion. The business area is the<br />
world leader in energy-efficient climate control for buildings<br />
primarily intended for poultry and livestock breeding. <strong>Munters</strong><br />
supplies its systems both to distributors, manufacturers<br />
of enclosures for livestock breeding and horticulture and<br />
directly to breeders and farmers.<br />
Some components are also sold to other system integrators.<br />
Together, this customer segment dominates sales. In<br />
warm climates, cooling of indoor air is required in livestock<br />
breeding to achieve satisfactory productivity. For customers<br />
in the AgHort sector, cost efficiency and productivity are<br />
decisive factors.<br />
Cost-effective cooling<br />
<strong>Munters</strong>’ evaporative systems provide the most cost-effective<br />
cooling, compared with other technologies. Demand is<br />
primarily driven by consumption trends for chicken and<br />
pork, but technical development within livestock breeding is<br />
toward increasingly advanced and more large-scale production.<br />
Another important segment in AgHort are systems for<br />
greenhouses, where the countries in southern Europe are the<br />
most important markets.<br />
The largest markets are the US, Eastern Europe, the Middle<br />
East and Italy. Major customers include such companies as<br />
Dutchman in Europe and Hog Slat in the US. Competitors<br />
are mainly local players with relatively small-scale production,<br />
although there are also larger players, such as GSI and CTB<br />
in the US.
HumiCool division<br />
23<br />
At Thorupgaard, breeding pigs is high tech<br />
Each year, more than 25 million pigs are raised in<br />
Denmark, making the country one of the world’s largest<br />
producers and exporters of pork. More than 85 percent<br />
of pork products are exported, corresponding to slightly<br />
more than 5 percent of Denmark’s total exports. Breeding<br />
of pigs takes place both on a large scale and in smaller<br />
family-owned farms. One of Denmark’s more than 7,800<br />
pig farms is Thorupgaard, which is owned by Espen<br />
Dollerup and located in northern Jylland, where the climate<br />
is characterized by both mild winters and summers.<br />
Specialized industry<br />
Modern pig breeding is now a highly specialized industry.<br />
Insemination and delivery of piglets often takes place separately<br />
from the raising of piglets. Thorupgaard specializes<br />
in breeder pigs, meaning that piglets are transported to<br />
other farms where they are raised. The facility consists of<br />
three connected buildings. The sows are moved from one<br />
building to another as the gestation period progresses.<br />
During the entire process, it is of the greatest importance<br />
that the climate is optimal during each phase so that the<br />
sows will produce as many piglets as possible. The climate<br />
is also very important after gestation. Although newly born<br />
piglets are very well-developed behaviorally, they are very<br />
immature on the other hand in terms of immune defenses<br />
and temperature.<br />
Optimal indoor climate<br />
Espen Dollerup contacted <strong>Munters</strong>, whose experts surveyed<br />
all parts of the facility. One of the challenges in this special<br />
case was to be able to control the air flow over a limited<br />
surface, thus preventing drafts on the sows and newly born<br />
piglets. Furthermore, the climate system should prevent the<br />
warm and humid air that is generated from the pigs from remaining<br />
in the facility, since it could provide a breeding ground<br />
for infections and mold formation. A third challenge were the<br />
stringent requirements on ventilation to efficiently remove<br />
carbon dioxide, ammonia and foul-smelling substances from<br />
the air evacuated from the buildings.<br />
By taking advantage of the HumiCool division’s broad<br />
product range, <strong>Munters</strong> was able to use a range of installations<br />
in creating a unique and optimal indoor climate for each of<br />
Thorupgaard’s three different buildings, all with unique requirements<br />
specifications. Today, Espen Dollerup can monitor the<br />
indoor climate in every part of the farm on a central computer,<br />
while also being able to make adjustments without needing to<br />
walk around the facility every day.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
24<br />
HumiCool division<br />
Mist Elimination accounted for about 28 percent of Humi-<br />
Cool’s sales in <strong>2008</strong>. The defined global market is estimated<br />
at about SEK 2.5 billion. The Mist Elimination business area<br />
is the global market leader in energy-efficient mechanical gas<br />
cleaning and separation of gas and liquids. The dominant<br />
customer segment consists of system suppliers for cleaning<br />
systems for coal-fired power plants, where <strong>Munters</strong>’ mist<br />
eliminators are used in the cleaning process for emissions.<br />
Within the power industry, rising prices for natural gas<br />
and oil over the long term will probably result in increased<br />
demand for energy from coal-fired power plants.<br />
More stringent environmental requirements<br />
The increasingly stringent environmental requirements in<br />
China mean that the fast-growing coal-based power industry<br />
needs effective solutions for reducing hazardous emissions.<br />
Demand is also expected to increase in the US over time as<br />
a result of more stringent environmental requirements and<br />
a desire to reduce dependence on imported oil. The political<br />
uncertainty and the introduction of new laws relating to<br />
emission rights, however, have temporarily stopped construction<br />
of new FGD plants. The most important customers are<br />
system suppliers for coal-fired power plants. Another significant<br />
customer segment is the process industry. Competitors<br />
include Koch, Peerless and RPT.<br />
Correct humidity solved packaging<br />
problems for Absolut Vodka<br />
The V&S Group, which during the summer of <strong>2008</strong> was<br />
purchased by the French spirits giant Pernod Ricard, is<br />
one of the leading manufacturers and distributors of liquor<br />
in northern Europe. The acquisition of the previously stateowned<br />
V&S meant that Pernod Ricard took over the role<br />
as the world’s largest alcoholic beverages company ahead<br />
of the UK’s Diageo. As a subsidiary to Pernod Ricard, V&S<br />
has a large number of brands and sales in some 125 markets.<br />
The Absolut Vodka brand is ranked as the world’s<br />
fourth largest liquor brand in the premium segment.<br />
Problems in the packaging hall<br />
One of the Swedish production plants is in Åhus in southern<br />
Sweden. During the winter, V&S had major problems<br />
with the packaging process due to the relative humidity in<br />
the packaging hall. The dry air resulted in changes in the<br />
shape of the cartons to be used in the boxes. The packaging<br />
machine is very sensitive to changes in form, which<br />
resulted in excessive carton waste.<br />
<strong>Munters</strong>’ evaporative humidifier solved the problem<br />
<strong>Munters</strong>’ experts installed an evaporative humidifier with<br />
continuous regulation in the ventilation system. The installed<br />
humidifier is very energy-efficient and therefore has low operating<br />
costs. From the previously level of 15 to 20 percent,<br />
humidity has now been increased to 50 percent. This means<br />
that problems with deformed cartons and static electricity<br />
were eliminated, while carton waste has been minimized.
HumiCool division<br />
25<br />
Cooling systems for all climates<br />
The HVAC/GTEC business area accounts for 28 percent of<br />
the division’s sales. The total defined global market for the<br />
business area is estimated at about SEK 9 billion. Within the<br />
HVAC segment, sales consist mainly of components to manufacturers<br />
of evaporative cooling systems for homes, commercial<br />
and industrial premises in warm and dry climates, such<br />
as Australia and the southwestern US. Mobile heaters are<br />
primarily sold in the European market. A small but growing<br />
application are systems for pre-cooling air-cooled condensers.<br />
HumiCool is the market leader, and competitors are often<br />
local or specialized manufacturers. The most important customers<br />
for heaters are distributors such as Vneshtechkontrakt<br />
in Russia, Clarke International in the UK and Kroll GmbH<br />
in Germany. Competitors include BM2 and DESA.<br />
Component customers include Climate Technologies in<br />
Australia and Coiltech in Sweden for industrial pre-cooling.<br />
The GTEX application offers a cooling system for the intake<br />
air to gas turbines, which increases the efficiency of the<br />
turbine and produces more energy per cubic meter of gas.<br />
Although traditional technology still dominates the market,<br />
demand for the <strong>Munters</strong> cooling system is expected to gradually<br />
increase in pace with rising energy costs and increased<br />
use of gas as a source of energy. Customer are primarily suppliers<br />
of gas turbines, such as General Electric and Siemens.<br />
One example of a competitor is Mee Industries in the US.<br />
Development during the year<br />
The various business areas within HumiCool developed in<br />
different ways during the year. The GTEC application developed<br />
well during the year with favorable demand in both<br />
Europe and the US.<br />
The largest business area, AgHort, showed favorable growth<br />
over the first three quarters, with the US as an exception, but<br />
some weakening was noted during the third quarter. During the<br />
fourth quarter, the effects of the financial crisis also reached the<br />
AgHort segment, resulting in a rapid decline in demand.<br />
Within Mist Elimination, order intake remained low as a<br />
result of the uncertainty prevailing in the US with regard to<br />
construction of FGD systems. After more than six months of<br />
uncertainty surrounding the Clean Air Act, what is called the<br />
CAIR rule was declared invalid in late-summer by a federal<br />
court in the US. This rule regulated trading in emission rights.<br />
Because trading of emission rights was one method of financing<br />
investments, order intake declined dramatically. Sales of<br />
mobile heaters in the HVAC business area were negatively<br />
affected by the short and mild winter season in 2007/<strong>2008</strong>.<br />
Sharply weakened demand from end-customers, accelerated by<br />
turmoil in the credit markets, resulted in distributors of heaters<br />
refraining from building up inventory levels.<br />
During the fourth quarter, production of GLASdek® in<br />
Tobo, Sweden closed as a result of consolidation of production<br />
to Mexico.<br />
During the year, a major HVAC customer in the US declared<br />
bankruptcy, since it was unable to renew its loans due to<br />
the financial crisis. This resulted in non-recurring costs of<br />
SEK 10 M.<br />
In China, the market developed according to expectations,<br />
and the division increased its presence with more<br />
products and larger production facilities to meet the expected<br />
increase in demand over the coming years. The expanded<br />
production capacity provides significant cost advantages not<br />
only in China, but also increases <strong>Munters</strong>’ presence in the<br />
entire Asian market.<br />
Strategy<br />
• Strengthen position in the value chain by expanding the<br />
product portfolio, application know-how and logistics<br />
• Develop energy-efficient products and systems based on<br />
core technologies and components<br />
• Selective geographic expansion with an emphasis on Asia,<br />
South America and Eastern Europe<br />
• Create long-term profitable growth through rationalization<br />
of the production structure and an increased share of<br />
production in low-cost countries.<br />
Focus in 2009<br />
In parallel with continued adjustment of the cost structure<br />
to market conditions, work will continue to develop the<br />
division’s business areas. The development plan primarily<br />
includes organic growth, although new acquisitions will be<br />
sought that broaden the existing product offering within<br />
energy-efficient climate control. <strong>Munters</strong> is also focusing<br />
on increasing the share of solution-oriented offerings and<br />
expanding geographically.<br />
In addition, <strong>Munters</strong> will continue the consolidation of<br />
global operations with the primary objective of creating a flexible<br />
and cost-effective logistics organization and production<br />
apparatus. In part, this will mean relocating additional production<br />
to China and Mexico to strengthen the market presence<br />
in Asia and North America, but also to reduce cost levels.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
26 Moisture Control Services (MCS) division
Moisture Control Services (MCS) division<br />
27<br />
“During 2009, major changes will take place in how we work<br />
within MCS. We will become even better at understanding<br />
the needs of our selected customer segments and more<br />
effective in how employees work in the field. The focus is on<br />
the gross margin, and we will leave markets in which we are<br />
not profitable to focus on growth in markets that have the<br />
best potential. We will continue work to gradually introduce<br />
professional key account management, improved processes<br />
and work methods for increased productivity and the introduction<br />
of a mobile IT system.”<br />
Morten Andreasen, Division President<br />
Developments during <strong>2008</strong><br />
• Continued favorable order intake and sales in most<br />
markets<br />
• Underlying earnings on par with preceding year<br />
• Non-recurring costs of SEK 100 M, of which SEK 55 M<br />
in MEP 2<br />
• Field.Link introduced in five countries during the<br />
fourth quarter<br />
• Ongoing efficiency measures due to the launch<br />
of Field.Link.<br />
The MCS division experienced favorable growth throughout the<br />
year. Strong earnings were noted, particularly in US operations,<br />
where the hurricane season and other weather-related events<br />
KEY DATA <strong>2008</strong><br />
resulted in good business volumes. In large parts of Europe, market<br />
shares continued to increase. Earnings were affected, however, by<br />
continued inflationary pressure in salaries and fuel, although some<br />
relief was noted toward the end of the year. The trend in which<br />
insurance companies increasingly sign framework agreements<br />
with the major restoration companies continued. The MCS division<br />
signed SEK M two framework agreements during the second half of SEK the M<br />
year 3,000with insurance companies in the US and Australia. In addition, 300<br />
the global partnership with AXA was expanded with a new contract<br />
2,500<br />
250<br />
in the UK. Investments within the framework of the MEP 2 program<br />
amounted 2,000 to SEK 55 M. Non-recurring costs were charged against 200<br />
earnings in an amount of SEK 45 M, primarily attributable to preparations<br />
for the phase out of certain operations, closure of operations<br />
1,500<br />
150<br />
in 1,000 New Zealand and three depots in Australia and the merger of 100<br />
the French and Belgian business units. These costs also included<br />
preparations 500 for the phasing out of certain operations.<br />
50<br />
0<br />
2003<br />
2004<br />
2005<br />
2006<br />
2007<br />
<strong>2008</strong><br />
0<br />
3 000<br />
2 500<br />
2 000<br />
1 500<br />
1 000<br />
500<br />
Adjusted<br />
<strong>2008</strong> 2007 Change, % change, % 1<br />
Order intake, SEK M 2,770 2,630 5 5<br />
Net sales, SEK M 2,809 2,624 7 7<br />
Operating earnings<br />
(EBITA), SEK M<br />
48 129 –63<br />
Operating margin, % 1.7 4.9<br />
Return on operating<br />
capital, % 5.5 15.5<br />
Capital turnover rate,<br />
multiple 3.2 3.2<br />
No. of employees, Dec 31 1,944 1,918 1<br />
No. of service depots 301 321<br />
1<br />
Preceding year translated to this year’s exchange rates and adjusted for acquisitions.<br />
SEK M<br />
SEK M<br />
3,000<br />
300<br />
2,500<br />
250<br />
2,000<br />
200<br />
1,500<br />
150<br />
1,000<br />
100<br />
500<br />
50<br />
0<br />
0<br />
2003 2004 2005 2006 2007 <strong>2008</strong><br />
Order intake Net sales Operating earnings<br />
SEK M<br />
SEK M<br />
3,000<br />
300<br />
2,500<br />
250<br />
0<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
3000<br />
Share of consolidated<br />
Net sales by geographic Share of consolidated 2,000<br />
Customer segments<br />
Share of Group employees 200<br />
net sales<br />
region<br />
operating earnings<br />
1,500<br />
150<br />
43% Asia 7%<br />
Americas 14%<br />
12%<br />
1,000<br />
Other 3%<br />
Temporary<br />
47%<br />
100<br />
500<br />
climate<br />
control 11%<br />
50<br />
Recon-<br />
Europe 79%<br />
struction 18%<br />
0<br />
Fire damage<br />
0<br />
2003 restoration 2004 22% 2005<br />
Water damage<br />
restoration 46%<br />
2006 2007 <strong>2008</strong><br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
28<br />
Moisture Control Services (MCS) division<br />
World leader in property damage<br />
restoration after water and fire damage<br />
The Moisture Control Services (MCS) division is the world leader in restoration after<br />
water and fire damage. MCS is enhancing its strong market position through a unique<br />
ability to partner with major players, such as insurance companies and large property<br />
managers. The division also offers temporary humidity and temperature control,<br />
primarily in the property and construction sectors.<br />
Services and offering<br />
The MCS division works with two main segments. The largest<br />
area of operations is restoration following water, humidity<br />
and fire damage, which accounts for 86 percent of sales. Leasing<br />
of equipment for temporary humidity and temperature<br />
control, in part for the construction industry, accounts for 11<br />
percent of the division’s sales. Other services that the division<br />
provides are leak detection and minor renovation services.<br />
Operations are conducted from about 300 depots in 20<br />
countries and are adapted to the prerequisites of each local<br />
market. Being able to take advantage of joint concepts, work<br />
methods and technical aids is an important success factor<br />
within MCS. <strong>Munters</strong>’ competitive advantages include high<br />
availability, rapid response times and modern technology,<br />
which together ensure more rapid and cost-efficient restoration.<br />
<strong>Munters</strong>’ methods for damage restoration – drying<br />
instead of demolition and rebuilding – also result in significant<br />
environmental gains.<br />
MCS offers a total undertaking and often acts as project<br />
manager on behalf of the insurance companies, for example,<br />
by coordinating other sub-contractors employed at the site of<br />
damage. The technology and equipment employed is selected<br />
to meet high demands and includes high-capacity dehumidifiers,<br />
fans and heaters that are designed for effective logistics<br />
and sound ergonomics.<br />
A smaller but significant and equally volatile part of the<br />
MCS division’s business is restoration of water damage after<br />
hurricanes and floods. In the markets in which these weather<br />
phenomena are frequent occurrences, MCS has an organization<br />
that can respond quickly and which has extensive experience<br />
of handling such catastrophic situations.<br />
Temporary climate control<br />
MCS also offers services for temporary humidity and temperature<br />
control for the construction industry, for example.<br />
Effective drying of concrete and other construction materials<br />
reduces completion time and weather dependencies for construction<br />
projects. In addition, quality is secured and the risk<br />
of guarantee problems is reduced for the customer. MCS also<br />
offers climate control to prevent corrosion on cleaned steel<br />
surfaces, such as those in shipyards. The petrochemical industry<br />
may also need temporary dehumidification in such applications<br />
as construction and maintenance work on pipelines and<br />
in cisterns. Companies working with painting and surface<br />
finishing are similarly dependent on humidity control to guarantee<br />
the finish and quality of coatings and lacquering.<br />
Preventative damage control is an area that is increasing in<br />
importance for MCS. This includes such services as measuring<br />
heat leakage in buildings, thermographic detection of<br />
water leakage in water pipes and exterior roofs, inspection of<br />
electrical wiring to prevent the occurrence of fire and consulting<br />
assignments intended to increase energy efficiency<br />
in large buildings. Today such services account for a small<br />
part of <strong>Munters</strong>’ sales, but the favorable trend in recent years<br />
motivates MCS to view this segment as a prioritized area.<br />
Customers and markets<br />
The global market for restoration after water and fire damage<br />
is estimated at about SEK 35 billion. The MCS division’s<br />
market share within this segment is estimated at about 7 percent.<br />
The total market for temporary humidity and temperature<br />
control is estimated at slightly more than SEK 5 billion,<br />
of which MCS has a share of about 7 percent. Underlying<br />
growth is stable and is considered to be on par with GDP<br />
growth. However, demand can be influenced strongly from<br />
year to year by major assignments in conjunction with various<br />
types of natural catastrophes.<br />
The division’s customers are primarily insurance companies,<br />
but government authorities and private organizations are<br />
also important customer groups.<br />
Fragmented industry<br />
Both the insurance industry and the damage restoration<br />
industry have traditionally been very fragmented, and more<br />
than half of all assignments have been awarded to small, local<br />
players. Water and fire damage restoration is still in large<br />
part a local business. However, the consolidation taking place<br />
within the insurance industry has had the result that large<br />
insurance companies wish to simplify and increase the efficiency<br />
of the procurement process and handling of damage.
Moisture Control Services (MCS) division<br />
29<br />
They require a comprehensive range of services that smaller<br />
local damage restoration companies can seldom offer.<br />
This has had the result that an increasing proportion of<br />
business is based on national, and in some cases international,<br />
framework agreements that have been negotiated centrally<br />
and at fixed prices. The trend towards framework agreements<br />
has progressed the furthest in the UK and has been introduced<br />
in several markets in recent years. This trend favors<br />
<strong>Munters</strong>, since MCS is one of the few damage restoration<br />
companies working with a global organizational structure.<br />
With a well-developed system for key account management,<br />
<strong>Munters</strong> can take advantage of this trend. <strong>Munters</strong> estimates<br />
that framework agreements over time will account for about<br />
45 percent of sales within MCS, compared with 40 percent<br />
during <strong>2008</strong>. During the year, some ten new framework<br />
agreements were signed in Europe, the US and Australia.<br />
MCS has a large part of its operations in Europe, where<br />
the Nordic market accounts for a significant portion of sales.<br />
Today the division has considerable growth potential in the<br />
US and above all the Asian market and is well-prepared to<br />
increase its presence in these regions. <strong>Munters</strong>’ ambition is<br />
to grow in the US with a broader service offering. Expansion<br />
will take place primarily organically, but over time, selective<br />
acquisitions are possible.<br />
Mobile IT for rapid and efficient damage restoration<br />
Assignments within MCS are numerous, while the value of<br />
each assignment is usually relatively small. This creates opportunities<br />
for economies of scale and rationalization. The MCS<br />
division’s ambition is to greatly simplify and improve daily<br />
communication both internally between damage technicians<br />
and administrators, but also externally with customers in<br />
insurance cases. In addition to reducing the time devoted to<br />
administration of various projects for such tasks as filling in<br />
forms, damage <strong>report</strong>s and action plans, more efficient work<br />
methods can reduce the number of visits to damage sites and<br />
create clearer documentation. As a result, a mobile IT system<br />
called Field.Link was launched in large parts of the organization<br />
during <strong>2008</strong>. Experience from the UK market where<br />
the system has been in use for four years shows substantial<br />
potential for reducing costs while improving customer services,<br />
primarily through clearer online information flows and more<br />
rapid processing and service to key customers.<br />
Another prioritized area within MCS is work with key<br />
account management. This means consolidating contacts with<br />
the leading insurance companies through systematic work<br />
processes and clear information flows that make it easier for<br />
both <strong>Munters</strong> and the customer to follow project progress.<br />
Development during the year<br />
Organic growth during <strong>2008</strong> continued to show a positive<br />
trend, and MCS won additional market shares. The aftermath<br />
of hurricane Ike resulted in the most extensive restoration<br />
effort in the US since hurricane Katrina in 2005.<br />
Flooding in Iowa in the summer of <strong>2008</strong><br />
After several days of heavy rain in June <strong>2008</strong>, the situation<br />
was critical in the eastern and southeastern parts of<br />
the state of Iowa in the US. The many rivers that branch<br />
here and cover large parts of the state threatened to<br />
overflow. Just 15 years earlier, a large flood had caused<br />
tremendous damage, and when the flood dams on the<br />
Cedar River gave way on June 12, catastrophe was<br />
once again upon them. While Iowa City did not suffer as<br />
severely as was feared, the destruction in Cedar Rapids<br />
was very extensive. At one point, virtually the entire city<br />
center comprising more than 1,000 blocks was under<br />
water, and extensive property damage was <strong>report</strong>ed.<br />
President George W. Bush arrived at the disaster area<br />
with Air Force One on June 20 to inspect the damage<br />
with his own eyes. In addition to evacuation of more than<br />
20,000 Cedar Rapids residents by the authorities, flooding<br />
in the area was estimated to have caused damage<br />
for several billion dollars.<br />
<strong>Munters</strong>’ service technicians participated in the<br />
clean-up from the start and were responsible for 44<br />
major restoration projects, including police stations, fire<br />
stations, libraries and other large public buildings over<br />
the entire disaster area. As is often the case in this type<br />
of disaster work, employees in some cases worked for<br />
weeks on end, and the strain on the entire organization<br />
was substantial. All assignments were completed in a<br />
commendable manner, and the <strong>Munters</strong> employees<br />
who took part in the work have every reason to feel<br />
proud of their efforts.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
30<br />
Moisture Control Services (MCS) division<br />
The division’s strategy is to achieve strong growth in basic<br />
operations in the region and reduce the relative dependence<br />
on catastrophic damage. The gross margin declined during<br />
the year as a result of price pressures on several services.<br />
During <strong>2008</strong>, a new structure with clear delegation of<br />
responsibility was introduced in the organization whereby the<br />
number of regional managers was reduced from six to three<br />
at the same time as four function managers were appointed.<br />
In addition, a person was employed to develop operations<br />
globally for leasing equipment for temporary moisture and<br />
temperature control.<br />
Efficiency was increased in the organization through<br />
a reduction by 12 depots during the fourth quarter and a<br />
merger of operations in France and Belgium. In addition,<br />
activity has been reduced in less profitable markets, with<br />
Australia as one example. MCS has decided to leave New<br />
Zealand due to insufficient profitability and limited potential.<br />
The phasing out of some operations now in progress also<br />
negatively affected earnings.<br />
Successful launch<br />
The launch of Field.Link within the MEP 2 program was<br />
implemented in a successful manner, and the system was well<br />
received by our own personnel and important customer groups.<br />
This system is unique in the industry and gives MCS the ability<br />
to increase its field productivity and centralize administration,<br />
resulting in lower costs and higher quality. The system is<br />
currently used by about 1,000 field technicians, corresponding<br />
to about 80 percent of the user potential. During 2009, the<br />
system will be introduced in the remaining countries.<br />
The other project within MEP 2 addressed accounts receivable.<br />
This is an area in which MCS has had problems for a<br />
<strong>Munters</strong> leaves it cold<br />
In an assignment in Bergschenhoek in the Netherlands,<br />
<strong>Munters</strong> recently had an opportunity to demonstrate the<br />
MCS division’s broad expertise in difficult restoration<br />
projects. After a major fire in a distribution center, there<br />
was major smoke damage in an area that included a 5,000<br />
m 2 frozen storage area. The walls were covered with soot.<br />
Although cleaning such a large area would not normally<br />
have been a problem, cleaning had to take place under<br />
extremely cold conditions.<br />
Successful restoration<br />
Inside the freezer hall, the temperature had been maintained<br />
at a constant –24°C for the past 20 years, and it was<br />
extremely important that the temperature remained at the<br />
right level. If <strong>Munters</strong> defrosted the cooling cells, it could result<br />
in serious structural damage to the cells. However, <strong>Munters</strong>’ experts<br />
confirmed that an increase in temperature of five degrees<br />
to –19°C was sufficient to be able to successfully complete<br />
the cleaning without compromising the function of the cooling<br />
media. Before cleaning could begin, the <strong>Munters</strong> THC team<br />
conducted an extensive study of moisture levels on the freezer<br />
hall’s floor. It was of the utmost importance that all moisture<br />
was eliminated, since hidden moisture in the floor could result<br />
in cracks in the floor when the temperature was lowered again<br />
after completion of cleaning. The entire restoration project was<br />
performed very successfully. Although <strong>Munters</strong> did not submit<br />
the lowest bid for the assignment, the customer was willing to<br />
pay a premium to ensure that the freezer hall could be taken into<br />
operation again at the specified time and with retained function.
Moisture Control Services (MCS) division<br />
31<br />
long time. The new global credit policy is now much stricter,<br />
and all processes related to accounts receivable have been<br />
significantly improved. The review of all accounts receivable<br />
unfortunately resulted in the need to allocate substantial<br />
reserves, but the “clean-up” is now fully completed and work<br />
methods in this area have changed radically. This work will<br />
result in better utilization of operating capital and significantly<br />
reduce the risk of additional credit losses.<br />
Strategy<br />
Management has defined ten strategic initiatives that will be<br />
implemented in the entire organization during 2009.<br />
Market<br />
• Increased focus on four selected customer segments: insurance<br />
companies, property managers, public properties and<br />
industry with dedicated sales representatives who create<br />
deeper understanding or customer requirements<br />
• Service mix – the service range will be reviewed and improved<br />
based on relevance, profitability and proactiveness<br />
• Critical mass – each country must be able to show an established<br />
critical mass with respect to volume and returns. Otherwise<br />
measures such as mergers or divestments will be taken.<br />
Operative initiatives<br />
• All data systems within MCS will be integrated to facilitate<br />
information exchange, process control and decision making<br />
• The number of depots will be reduced, and each country<br />
will instead have a central administrative and logistics function<br />
that will result in more efficient resource utilization of<br />
both equipment and personnel<br />
• Development of systems for benchmarking of damage<br />
restoration processes, followed by the introduction of best<br />
practices in the entire organization<br />
• Introduction of Field.Link in the remaining countries.<br />
Financial initiative<br />
• Increased focus on capital turnover rate has resulted in a strict<br />
credit policy being implemented in the entire organization.<br />
Folksam names <strong>Munters</strong> as main supplier<br />
Karl-Eric Larsson is manager for the Construction<br />
Technology Claims department at the Folksam insurance<br />
company. He relates here what was the basis for<br />
selecting <strong>Munters</strong> as the business partner for inspection<br />
and handling of water and fire damage.<br />
“At Folksam, we work constantly to improve our<br />
claims settlement process. When damage has occurred,<br />
we must be able to offer our policyholders fast<br />
high-quality handling of their claims.<br />
“Just as Folksam, <strong>Munters</strong> places great emphasis on<br />
process improvement, and the investment in the mobile<br />
IT system that <strong>Munters</strong> is making supports the ideas<br />
and requirements that we have,” says Karl-Eric Larsson.<br />
Quick overview<br />
“The benefits that Folksam sees with this technology are<br />
that orders can be placed easily, while <strong>Munters</strong> technicians<br />
in the field can give Folksam’s claims adjusters a<br />
quick overview of the extent of the damage. Supported<br />
by this information, Folksam in turn can give policyholders<br />
more accurate information regarding the extent of<br />
the damage and the estimated time for repairs.<br />
“The insurance sector is very competitive, and<br />
today, both we at Folksam and our business partners<br />
must be at the forefront even when it comes to technical<br />
developments. Against this background, it was a<br />
natural choice to select <strong>Munters</strong> as the main supplier<br />
for inspection and handling of water and fire damage,”<br />
concludes Karl-Eric Larsson.<br />
Personnel initiatives<br />
• A more flexible organization will be created with different<br />
forms of employment in which continued training and<br />
multiple skills will be prioritized<br />
• Performance-oriented culture with structured goals, feedback<br />
and compensation planning for management positions.<br />
Focus in 2009<br />
During 2009, work will continue to improve the division’s<br />
profitability and tied-up capital and to deliver results within<br />
the strategic initiatives. MCS intends to create a scalable<br />
business model based on successful and cost-efficient routines<br />
and to implement standardized work processes in the entire<br />
organization.<br />
Furthermore, work will continue to increase the efficiency of<br />
logistics within damage restoration operations. The first step<br />
will be to introduce a single comprehensive customer service<br />
function in each country that will have an overall role in distribution<br />
of personnel and equipment to various assignments.<br />
This logistics structure is already in place in the UK, where<br />
experience has been very positive. As a result of this restructuring,<br />
the number of small depots will be reduced.<br />
The division will also devote considerable effort to developing<br />
and strengthening work with key customers in the four<br />
prioritized customer segments. Work with key account sales is<br />
expected to result in continued increases in the proportion of<br />
framework agreements in total sales and to increased market<br />
share. During 2009, MCS also has as its goal to grow in the<br />
area of equipment leasing for temporary moisture and temperature<br />
control, particularly in the European market.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
32 Risks and risk management<br />
Risks and risk management<br />
Risk management is an important process in the operational management of the <strong>Munters</strong><br />
Group. In addition to analyzing the risks that <strong>Munters</strong> faces and evaluating them, it is<br />
important to reduce the significant risks through continuous preventive measures. This<br />
involves the type of risks that could cause serious disturbances in production, and thereby<br />
the Group’s earnings ability, or jeopardize the Company’s financial position.<br />
Risk management<br />
The Group’s risks have been identified, valued and ranked<br />
based on how great an impact they would have on the<br />
Group’s valuation and the risk that they will arise. Some<br />
risks are beyond <strong>Munters</strong>’ direct control, while others can be<br />
controlled by the Group. Most of the risks are of a strategic<br />
nature, which emphasizes the importance of constantly working<br />
with a clear risk awareness. Work to formulate risk definitions<br />
and action plans is constantly in progress throughout<br />
the entire Group.<br />
Operational risks<br />
<strong>Munters</strong> is an entrepreneurial company with many small<br />
organizational units. The dependency on key persons is<br />
relatively great, and employee resignations may therefore be<br />
a threat. This applies particularly within MCS and product<br />
development within Dehumidification and HumiCool. A<br />
portion of <strong>Munters</strong> sales consists of components, products<br />
and equipment that are used in complex customer processes.<br />
Quality and contract obligations can result in warranty<br />
claims. <strong>Munters</strong>’ expansion within MCS increases its<br />
exposure to the insurance industry. Changes in insurance<br />
products, new supplier relationships and financial problems<br />
in the insurance industry could pose a threat to <strong>Munters</strong>.<br />
Alternative technologies may constitute a risk. Companies<br />
currently active in air conditioning could establish operations<br />
in <strong>Munters</strong>’ niches.<br />
The Group’s primary strength is its unique application<br />
and service expertise in humidity control in a global organization<br />
with a strong entrepreneurial spirit. Its weakness is a<br />
relatively diversified business that results in high costs.<br />
Strengths and weaknesses for <strong>Munters</strong>’ three divisions are<br />
described below under each division.<br />
Dehumidification division<br />
<strong>Munters</strong> is a pioneer and the world’s leading manufacturer of<br />
desiccant rotors, one of <strong>Munters</strong> core components, and has a<br />
broad product portfolio in dehumidification. The combination<br />
of cooling and dehumidification is considered to have<br />
substantial future potential.<br />
A strong brand, long market presence, a global marketing<br />
organization with leading application expertise and an<br />
established service organization are other strengths.<br />
High indirect costs for creating market growth, a somewhat<br />
unstructured product portfolio and many small organizational<br />
units are the division’s weaknesses. Competition<br />
consists primarily of smaller local companies.<br />
HumiCool division<br />
<strong>Munters</strong> has high market shares in selected segments. The<br />
division is characterized by strong brands, technical leadership<br />
and broad application expertise. Weaknesses can be<br />
considered to be the many small organizational units and<br />
dependency on few OEM (Original Equipment Manufacturers)<br />
customers. The division is gradually transitioning from<br />
being a component supplier to a supplier of complete systems.<br />
Competitors are local companies with small-scale production.<br />
Moisture Control Services (MCS) division<br />
Competition comes from both international players, such<br />
as Belfor and ISS Damage Control, and small local contractors.<br />
MCS is the quality and technology leader with a strong<br />
brand and a complete service offering. Broad local presence in<br />
geographically diverse markets is a strength.<br />
The division’s weaknesses consist of volatile revenues and<br />
a relatively fixed cost structure, combined with low barriers to<br />
entry for competitors. Excessively high dependency on fixed<br />
contracts with the insurance industry may also constitute a risk.
Risks and risk management<br />
33<br />
Financial risk management<br />
In its business operations, <strong>Munters</strong> is exposed to many different<br />
financial risks: market risk (primarily currency and<br />
interest risk), credit risk and liquidity risk. <strong>Munters</strong>’ management<br />
and control of financial risks are regulated by a policy<br />
established by the Board of Directors.<br />
The tables below show the proportions of foreign currencies<br />
in sales and operating costs and the sensitivity of earnings<br />
for currency fluctuations during <strong>2008</strong>.<br />
Currency Proportion of sales, % Proportion of costs, %<br />
EUR 36.4 36.3<br />
USD 31.0 29.6<br />
NOK 7.2 7.3<br />
GBP 5.1 5.0<br />
SEK 5.1 8.6<br />
Other currencies 15.2 13.2<br />
Total 100.0 100.0<br />
Estimated effect on operating earnings<br />
SEK +10% compared with SEK M %<br />
EUR –12.4 –4.0<br />
USD –18.9 –6.1<br />
NOK –1.8 –0.6<br />
GBP –2.4 –0.8<br />
AUD –0.8 –0.2<br />
JPY –1.6 –0.5<br />
For further information regarding financial risks, see Note 3.<br />
Insurable risks<br />
Sound risk management and understanding identify the<br />
areas in which insurance is effective. Insurance protection<br />
is regulated by central guidelines. Several insurance policies<br />
are managed at the Group level to enable coordination<br />
gains. This insurance comprises several different areas, such<br />
as general liability, product liability, property, interruptions,<br />
cargo, crime, Directors and Officers Liability and Employment<br />
Practice Liability.<br />
Legal processes<br />
<strong>Munters</strong> is involved in a small number of commercial disputes.<br />
None of these disputes is deemed to have any negative<br />
effect on the company’s financial positions or earnings.<br />
The most significant legal processes are attributable to<br />
<strong>Munters</strong>’ subsidiary in the US. As of December 31, <strong>2008</strong>,<br />
the company was named co-respondent in 52 (51) asbestosrelated<br />
cases. To date, none of the plaintiffs have claimed<br />
to have been exposed to any specific <strong>Munters</strong> product. In<br />
the past few years, <strong>Munters</strong> Corporation has won four cases<br />
through summary judgments, meaning that these cases are<br />
now closed. <strong>Munters</strong> Corporation is of the firm opinion that<br />
the remaining claims are unfounded, and it will strongly<br />
dispute every claim. <strong>Munters</strong> Corporation has protection for<br />
the asbestos-related claims by having taken out several insurance<br />
policies. Under the condition of certain reservations,<br />
the insurance companies have confirmed that, until further<br />
notice, they will pay a significant portion of the defense<br />
expenses.<br />
For a period of time, a product within the Dehumidification<br />
division in the US suffered from a specific component<br />
fault. The reason for the fault was identified during <strong>2008</strong> and<br />
was attributable to a component supplied by a third party.<br />
<strong>Munters</strong> has initiated legal proceedings against the third<br />
party and is confident that it will be able to obtain compensation<br />
for a large part of the guarantee costs that arose due to<br />
the fault.<br />
<strong>Munters</strong> does not believe that any of the claims mentioned<br />
above will have any significant negative impact on the Company’s<br />
financial position or operating results.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
34<br />
The share and shareholders<br />
The share and shareholders<br />
The <strong>Munters</strong> share has been listed since October 21, 1997 on the NASDAQ OMX Nordic Exchange<br />
Stockholm. Market capitalization amounted to SEK 2.9 billion on December 31, <strong>2008</strong>.<br />
Share capital and number of shares<br />
On December 31, <strong>2008</strong>, <strong>Munters</strong>’ share capital amounted to<br />
SEK 131,250 M distributed among 75,000,000 shares, each with<br />
a par value of SEK 1.75. The company has one class of stock.<br />
Each share carries one vote without restrictions at the <strong>Annual</strong><br />
General Meeting. All shares carry equal rights to the company’s<br />
assets and earnings. There are no restrictions on transfer of<br />
shares according to law or the company’s Articles of Association.<br />
In 2007, a 4:1 share split was implemented with automatic<br />
redemption of every fourth share and an increase in the share<br />
capital through a non-cash issue.<br />
Ownership structure<br />
As of year-end, <strong>Munters</strong> had 5,160 shareholders (5,101). The<br />
ten largest shareholders control 66 percent (60) of the voting<br />
rights. The proportion of shares owned by Swedish institutional<br />
investors corresponded to 46 percent (49), while foreign<br />
investors held 26 percent (25) of the capital.<br />
Shareholders on December 31, <strong>2008</strong>*<br />
No. of shares Capital, % Votes, %<br />
Investment AB Latour 10,950,000 14.6 14.8<br />
Industrivärden AB 10,950,000 14.6 14.8<br />
AFA Försäkring 5,622,637 7.5 7.6<br />
Swedbank Robur funds 4,486,954 6.0 6.1<br />
Nordea funds 4,403,139 5.9 6.0<br />
Aviva Plc 3,761,305 5.0 5.1<br />
State of New Jersey Pension Fund 3,600,000 4.8 4.9<br />
Fourth AP fund 2,631,000 3.5 3.6<br />
SHB/SPP funds 1,805,969 2.4 2.4<br />
AMF Pension 1,400,000 1.9 1.9<br />
Total, ten largest shareholders 49,611,004 66.1 67.0<br />
Other owners 24,322,046 32.5 33.0<br />
Outstanding shares 73,933,050 98.6 100.0<br />
Treasury stock 1,066,950 1.4 –<br />
Total 75,000,000 100.0 –<br />
*SIS Ownership Data Corp<br />
Distribution of shares on December 31, <strong>2008</strong><br />
Shareholding No. of owners No. of shares Owners, %<br />
1–500 2,226 457,248 43.1<br />
501–5,000 2,582 3,378,584 50.0<br />
5,001–50,000 243 3,443,724 4.7<br />
50,001– 109 67,720,444 2.1<br />
Total 5,160 75,000,000 100.0<br />
Trading volume<br />
During <strong>2008</strong>, 36.20 million <strong>Munters</strong> shares (35.72) were<br />
traded with a total value of SEK 2,058 M (3,314). The average<br />
share price during the year was SEK 56.05 (92.24). The<br />
highest price paid during the period was SEK 77.00 on February<br />
4. The lowest price paid was SEK 27.60 on December 4.<br />
The beta value is a relative measure of the risk in the share<br />
measured as its correlation with the market index over the<br />
past 48 months. On December 31, 2007, the <strong>Munters</strong> share<br />
had a beta value of 0.63 (0.92), meaning that it had moved 63<br />
percent (92) relative to the index. On December 30, <strong>2008</strong>, the<br />
share price was SEK 38.40 (76.75), corresponding to a decline<br />
of 50 percent (27) during the year. During the same period,<br />
the OMX Stockholm index fell by 42 percent (6).<br />
Dividend policy<br />
The Board of Directors’ intention is to apply a dividend<br />
policy according to which the dividend level is adjusted to<br />
<strong>Munters</strong>’ earnings level, financial position and other factors<br />
that the Board of Directors considers relevant. The annual<br />
dividend shall correspond to approximately half of the<br />
Group’s average net profit measured over a period of several<br />
years. The dividends over the years 2006 and 2007 and the<br />
proposed regular dividend for <strong>2008</strong> correspond to 43 percent<br />
of the average earnings for these three years.<br />
Dividend<br />
The dividends for the years 2006 and 2007 and the proposed<br />
regular dividend for <strong>2008</strong> correspond to 43 percent of the average<br />
earnings for these three years. For the <strong>2008</strong> fiscal year, the<br />
Board of Directors proposes that no dividend be paid.
The share and shareholders<br />
35<br />
Key figures per share 1 <strong>2008</strong> 2007 2006 2005 2004<br />
Earnings per share, SEK 2.21 4.49 4.40 3.39 2.74<br />
Earnings per share after<br />
dilution, SEK 2.21 4.49 4.40 3.39 2.73<br />
Average no. of outstanding<br />
shares, 000s 73,933 73,898 73,749 73,614 73,134<br />
No. of outstanding shares<br />
on closing date, 000s 73,933 73,933 73,785 73,743 73,134<br />
Treasury stock, 000s 1,067 1,067 1,215 1,257 1,866<br />
Cash flow from operations<br />
per share, SEK 4.44 5.34 7.19 4.16 2.86<br />
Operating cash flow per<br />
share, SEK 2.39 2.56 5.08 2.46 1.66<br />
Equity per share, SEK 4 17.28 16.16 20.33 19.42 15.65<br />
Equity per share after<br />
dilution, SEK 17.28 16.16 20.33 19.45 15.63<br />
Dividend per share, SEK 0.00 2 2.50 2.25 1.83 1.33<br />
Share price on closing<br />
date, SEK 38.40 76.75 105.67 73.00 66.67<br />
Market capitalization on<br />
closing date, SEK M 3 2,880 5,756 7,925 5,475 5,000<br />
P/E ratio, multiple 17.4 17.1 24.0 21.5 24.3<br />
Return on equity, % 4 13.8 25.7 22.5 19.3 17.8<br />
Treasury shares<br />
No repurchases or sales of treasury stock took place during<br />
the year. See also Note 19.<br />
Incentives programs<br />
Outstanding incentives programs are presented in Note 29.<br />
Analysts who continually monitor <strong>Munters</strong><br />
The market analysts listed below monitor <strong>Munters</strong> continuously.<br />
It should be noted that the opinions and forecasts<br />
regarding <strong>Munters</strong> that they express are their own and thus not<br />
<strong>Munters</strong>’ own or the opinions and forecasts of its management.<br />
Company Analyst Telephone<br />
Carnegie Agnieszka Kaziow +46 8 676 85 86<br />
Danske Bank Carl Gustafsson +46 8 568 805 23<br />
Enskilda Securities Anders Eriksson +46 8 522 296 39<br />
Handelsbanken Capital Jon Hyltner +46 8 701 12 75<br />
Kaupthing Bank Carl-Johan Blomqvist +46 8 791 48 55<br />
Swedbank Capital<br />
Markets & Securities Johan Dahl +46 8 585 937 04<br />
1<br />
Historical figures for the share were adjusted for the share split, redemption and<br />
non-cash issue implemented in 2007.<br />
2<br />
According <br />
to the Board of Directors’ proposal.<br />
3<br />
The market capitalization is based on all shares, including treasury stock.<br />
4<br />
Effective January 1, 2006, <strong>Munters</strong> accounting is in accordance with the changes<br />
implemented in IAS 19, actuarial gains and losses are now recognized in equity.<br />
Key figures were recalculated according to those changes.<br />
Trend in <strong>2008</strong><br />
80<br />
70<br />
60<br />
50<br />
© NASDAQ OMX<br />
Trend since listing in 1997<br />
120<br />
100<br />
80<br />
60<br />
© NASDAQ OMX<br />
40<br />
30<br />
20<br />
Jan Feb Mar Apr Maj Jun Jul Aug Sep Okt Nov Dec<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
40<br />
20<br />
15<br />
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 <strong>2008</strong><br />
14,000<br />
12,000<br />
10,000<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
0<br />
Share OMX Stockholm_PI Total shares traded (000s)<br />
Carnegie Small Cap Index<br />
Share OMX Stockholm_PI Total shares traded (000s)<br />
Carnegie Small Cap Index<br />
Per share data<br />
Equity<br />
Liquidity<br />
Dividend per share<br />
SEK SEK % SEK M multiple %<br />
6<br />
30<br />
30 18<br />
1.2 60<br />
5<br />
25<br />
25 15<br />
1.0 50<br />
6<br />
4<br />
20<br />
20 12<br />
0.8 40<br />
5<br />
3<br />
15<br />
15 9<br />
0.6 30<br />
4<br />
2<br />
10<br />
10 6<br />
0.4 20<br />
3<br />
1<br />
5<br />
5 3<br />
0.2 10<br />
2<br />
0<br />
0<br />
0 0<br />
0.0 0<br />
1<br />
04 05 06 07 08 04 05 06 07 08 04 05 06 07 08 04 05 06 07 08 0<br />
Earnings<br />
Operating cash flow<br />
Dividend<br />
Equity, SEK per share<br />
Return on equity<br />
(right-hand scale)<br />
Average turnover per trading day<br />
Turnover rate (right-hand scale)<br />
Actual dividend<br />
Target<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong><br />
04 05 06<br />
6<br />
30<br />
18<br />
1,2<br />
6<br />
60<br />
5<br />
25<br />
15<br />
1,0<br />
5<br />
50<br />
4<br />
20<br />
12<br />
0,8<br />
4<br />
40
36<br />
Corporate governance <strong>report</strong><br />
Corporate governance <strong>report</strong><br />
<strong>Munters</strong> AB (publ) applies the applicable rules contained in the Swedish Code of Corporate Governance<br />
(“the Code”). In accordance therewith, the Company has prepared this corporate governance <strong>report</strong>.<br />
Division of responsibility<br />
Responsibility for management and control of the Group is<br />
divided among the shareholders at the <strong>Annual</strong> General Meeting,<br />
the Board of Directors and its appointed committees and<br />
the President, in accordance with the Swedish Companies Act,<br />
other legislation and regulations, prevailing rules for exchangelisted<br />
companies, the Company’s Articles of Association and<br />
the Board of Directors’ internal control instruments.<br />
Shareholders<br />
On December 31, <strong>2008</strong>, the Company had 5,160 shareholders.<br />
The proportion of the share capital owned by Swedish<br />
institutions amounted to 46.5 percent. Foreign investors<br />
owned about 25.5 percent of the share capital. The ten largest<br />
owners together had holdings corresponding to 66.1 percent<br />
of the share capital. For further information on ownership on<br />
December 31, <strong>2008</strong>, see page 34 of the <strong>Annual</strong> Report.<br />
<strong>Annual</strong> General Meeting <strong>2008</strong><br />
The <strong>Annual</strong> General Meeting is the Group’s highest governing<br />
body. The <strong>Annual</strong> General Meeting is normally held in<br />
April in Stockholm. The <strong>2008</strong> <strong>Annual</strong> General Meeting was<br />
held on April 22, <strong>2008</strong>. Bengt Kjell was elected Chairman of<br />
the Meeting. The following decisions were taken:<br />
• The <strong>Annual</strong> General Meeting adopted the Parent Company<br />
income statement and balance sheet, the consolidated<br />
income statement and balance sheet, decided to dispose of<br />
earnings in accordance with the proposed distribution of<br />
earnings resulting in a dividend of SEK 2.50 per share for<br />
the 2007 fiscal year, and discharged the Board of Directors<br />
and the President from liability<br />
• The <strong>Annual</strong> General Meeting approved decisions in accordance<br />
with the Nominating Committee’s proposal<br />
– that the number of members of the Board of Directors<br />
elected by the <strong>Annual</strong> General Meeting shall be eight and<br />
that no deputy members shall be elected;<br />
– that fees to the Board of Directors shall be paid in a total<br />
amount of SEK 2,275,000 of which (i) SEK 500,000 to<br />
the Chairman, (ii) SEK 250,000 to each of the Board<br />
members elected by the <strong>Annual</strong> General Meeting who<br />
is not an employee of the company, (iii) SEK 100,000 to<br />
the Chairman of the Audit Committee and SEK 50,000<br />
to each of the other members and (iv) that SEK 50,000 to<br />
the Chairman of the Compensation Committee and SEK<br />
25,000 to each of the other members;<br />
– that fees shall be paid to the auditors on account;<br />
– that the auditing firm Ernst & Young AB was to be elected<br />
as the Company’s auditors for the period until the 2012<br />
Annnual General Meeting. It was noted that Björn Fernström<br />
was to remain as auditor in charge until the 2009<br />
<strong>Annual</strong> General Meeting, at which time he will resign as<br />
auditor in charge in accordance with prevailing recommendations<br />
for a maximum assignment period of seven years;<br />
– that Anders Ilstam, Bengt Kjell, Eva-Lotta Kraft, Sören<br />
Mellstig, Jan Svensson and Lars Engström were to be reelected,<br />
that Kenneth Eriksson and Kjell Åkesson were to<br />
be newly elected to the Board of Directors and that Anders<br />
Ilstam was to be Chairman of the Board. It was noted that<br />
the employee organizations had appointed Pia Nordquist<br />
and Kjell Wiberg as members with Tommy Morin and Ulf<br />
Wallén as deputy members of the Board of Directors.<br />
• The <strong>Annual</strong> General Meeting approved a request from the<br />
Nominating Committee to adjust the Committee’s instructions<br />
in accordance with its proposal<br />
• The <strong>Annual</strong> General Meeting approved the Board of Directors’<br />
proposal to establish guidelines for compensation to<br />
senior executives<br />
• The <strong>Annual</strong> General Meeting unanimously approved the<br />
Board of Directors’ proposal to introduce an employee<br />
options program involving transfer of treasury shares<br />
• The Board of Directors unanimously approved the Board of<br />
Directors’ proposal to amend §3 of the Articles of Association<br />
entailing that the Board of Directors’ registered office<br />
shall be in Stockholm Municipality.<br />
Nominating Committee<br />
In accordance with decision by the <strong>Annual</strong> General Meeting,<br />
the Nominating Committee is to be elected annually through<br />
the Chairman of the Board contacting the company’s four<br />
largest shareholders, in terms of voting rights, based on the<br />
owner information in Euroclear Sweden AB’s (formerly VPC<br />
AB) share register on the last banking day in August each year.<br />
Each of these owners is then entitled appoint a representative to,<br />
jointly with the Chairman, comprise the Nominating Committee<br />
for the period until a new Nominating Committee has been<br />
elected. If a member resigns from the Nominating Committee<br />
before completion of his/her duties, if applicable, a replacement<br />
shall be elected by the same shareholder who elected the<br />
resigning member or, if that shareholder is no longer one of the<br />
four largest shareholders, by the newest shareholder joining<br />
the group. If the ownership structure in the company changes<br />
before the Nominating Committee has completed its work, the<br />
Committee has the right to change its composition in the manner<br />
it deems appropriate. One of the owner representatives in<br />
the Nominating Committee shall be its Chairman.<br />
The Nominating Committee’s assignment is to prepare and<br />
present proposals for the election of the Chairman and other<br />
members of the Board of Directors, Chairman of the <strong>Annual</strong><br />
General Meeting, fees and associated matters and, as appropriate,<br />
election of auditors. Information about the Nominating<br />
Committee’s composition shall be published not less than six<br />
months prior to the <strong>Annual</strong> General Meeting. The members of
Corporate governance <strong>report</strong><br />
37<br />
the Nominating Committee may not receive fees, but any costs<br />
in conjunction with their work will be paid by the company<br />
after approval by the Nominating Committee.<br />
Since October <strong>2008</strong>, the Nominating Committee includes the<br />
following persons: Anders Mörck (Investment AB Latour),<br />
Carl-Olof By (Industrivärden), Anders Algotsson (AFA<br />
Försäkring), and Jan Andersson (Swedbank Robur Funds).<br />
In addition to the above list, Anders Ilstam, Chairman of the<br />
Board of <strong>Munters</strong> is also included. The Nominating Committee<br />
will prepare a proposal to the 2009 <strong>Annual</strong> General<br />
Meeting regarding the Chairman of the <strong>Annual</strong> General<br />
Meeting, composition of the Board of Directors and Board<br />
fees, as well as election of auditors and their fees. The Nominating<br />
Committee held three meetings during <strong>2008</strong>. No<br />
compensation was paid to the Nominating Committee.<br />
Work of the Board of Directors<br />
General – According to the company’s Articles of Association,<br />
the Board of Directors shall consist of four to eight members<br />
elected each year by the <strong>Annual</strong> General Meeting for the<br />
period until the end of the next <strong>Annual</strong> General Meeting.<br />
The Articles of Association permit the election of deputies,<br />
but no deputies were elected by the <strong>Annual</strong> General Meeting.<br />
By law, the employees appoint two members and two deputy<br />
members to the Board of Directors. In <strong>2008</strong>, Pia Nordquist<br />
and Kjell Wiberg were appointed as employee representatives<br />
on the Board, with Tommy Morin and Ulf Wallén as deputies.<br />
The Group’s CFO participates in Board meetings as does<br />
the Board’s secretary, who is a lawyer and independent of the<br />
company. Other employees participate in Board meetings as<br />
presenters of special issues or when otherwise deemed appropriate.<br />
The members of the Board of Directors are presented<br />
on page 40 of the <strong>Annual</strong> Report. The Board of Directors<br />
establishes a written Working Procedure each year that<br />
regulates the Board’s work and the internal distribution of<br />
responsibility, including its committees, decision procedures<br />
within the Board, the order of meetings and the Chairmen’s<br />
duties. The Board of Directors has also issued instructions<br />
for the President and instructions for financial <strong>report</strong>ing to<br />
the Board. Furthermore, the Board of Directors has adopted<br />
a number of other policies, which are described below under<br />
the heading Policy documents.<br />
The Board of Directors is responsible for the company’s<br />
organization and the administration of its business and in so<br />
doing, must ensure that the organization is appropriate and<br />
dimensioned in such a manner that accounting, capital management<br />
and other financial matters are managed and monitored<br />
in a satisfactory manner. Furthermore, the Board of Directors is<br />
responsible for ensuring that the company has adequate internal<br />
controls and for continuously reviewing the internal control<br />
systems. The Board of Directors is also responsible for developing<br />
and following up the company’s strategies in the form of<br />
plans and goals. The Board of Directors continuously monitors<br />
the work of the President and operative management. Among<br />
the members of the Board of Directors elected by the <strong>Annual</strong><br />
General Meeting, there are persons with ties to the company’s<br />
major owners – Industrivärden and Latour – and persons who<br />
are independent of these parties. In accordance with the rules<br />
of the Code and the listing requirements of the OMX Nordic<br />
Exchange Stockholm, seven of the Board members elected by<br />
the <strong>Annual</strong> General Meeting, excluding the President Lars<br />
Engström, are independent of the company. Of these, five are<br />
independent of the company’s major owners and meet all established<br />
requirements for experience.<br />
Chairman – At the statutory meeting of the Board of Directors<br />
on April 22, <strong>2008</strong>, Anders Ilstam was elected Chairman<br />
until the end of the next <strong>Annual</strong> General Meeting. The Chairman<br />
organizes and leads the Board of Directors work so that it<br />
is conducted in accordance with the Swedish Companies Act,<br />
other laws and regulations, prevailing rules for exchange-listed<br />
companies (including the Code) and the Board’s internal control<br />
instruments. The Chairman follows business development<br />
through regular contact with the President and is responsible<br />
for ensuring that Board members receive sufficient information<br />
and supporting materials for decisions. The Chairman is<br />
responsible for ensuring that the Board of Directors continuously<br />
updates and increases its knowledge of the Company<br />
and in other respects receives the training required to be able<br />
to conduct Board work effectively. In addition, the Chairman<br />
ensures that an annual evaluation is conducted of the Board<br />
of Directors’ work and that this information is provided to<br />
the Nominating Committee. The Chairman represents the<br />
Company in ownership matters.<br />
Work procedures – According to the Work Procedures<br />
currently in effect, the Board of Directors shall meet not less<br />
than five times per year and for one statutory meeting per<br />
year. It shall also be convened at other times when the situation<br />
so demands. During <strong>2008</strong>, the Board of Directors held<br />
five ordinary meetings, one statutory meeting and two by<br />
correspondence. Board work during the year was focused on<br />
strategic, financial and accounting issues. All decisions were<br />
taken unanimously. At each Board meeting, the President<br />
<strong>report</strong>s on the Group’s development.<br />
As evident in the table below, attendance at the year’s<br />
meetings was highly favorable.<br />
Board<br />
meetings<br />
Audit<br />
Committe<br />
Compensation<br />
Committe<br />
Attendance in <strong>2008</strong><br />
Lars Engström 8/8<br />
Kenneth Eriksson 1 6/6<br />
Anders Ilstam 2 8/8 1/1<br />
Bengt Kjell 3 8/8<br />
Eva-Lotta Kraft 3 8/8 4/4<br />
Sören Mellstig 4 7/8 2/2 1/1<br />
Jan Svensson 5 7/8 4/4<br />
Kjell Åkesson 5/6<br />
Sven Ohlsson 6 2/3 1/2<br />
Berthold Lindqvist 6 2/3 1/1<br />
Pia Nordquist 7/8<br />
Ulf Wallén 8/8<br />
Kjell Wiberg 8/8<br />
Tommy Morin 3/3<br />
Total number of meetings 8 4 1<br />
1<br />
Elected to the Board in April <strong>2008</strong>.<br />
2<br />
Chairman of the Board and convener of the Compensation Committee.<br />
3<br />
Member of the Compensation Committee since April <strong>2008</strong>.<br />
4<br />
Member of the Audit Committee since April <strong>2008</strong>.<br />
5<br />
Chairman of the Audit Committee since April <strong>2008</strong>.<br />
6<br />
Resigned from the Board in April <strong>2008</strong>.<br />
Audit Committee – At the statutory meeting of the Board of<br />
Directors on April 22, <strong>2008</strong>, the Board decided to appoint<br />
Jan Svansson (Chairman), Eva-Lotta Kraft and Sören Mellstig<br />
as members of the Audit Committee for the period until<br />
the next statutory Board meeting. The Audit Committee is<br />
charged with preparing issues regarding the procurement of<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
38 Corporate governance <strong>report</strong><br />
Internal controls<br />
Description of how internal controls are organized<br />
Control environment – Effective working procedures on<br />
the part of the Board of Directors are the basis for satisfactory<br />
internal controls. <strong>Munters</strong>’ Board of Directors has an established<br />
Working Procedure for its work and instructions for the<br />
Board’s committees. One aspect of the Board’s work consists of<br />
formulating and approving the policies that govern the Comauditing<br />
services and audit fees, following up the auditors’<br />
work and internal control systems, monitoring the current<br />
risk situation and the company’s financial <strong>report</strong>ing and<br />
handling other issues assigned by the Board of Directors. The<br />
Audit Committee’s work is regulated by special instructions<br />
adopted by the Board of Directors as part of its Work Procedures.<br />
During <strong>2008</strong>, the Audit Committee held four meetings<br />
at which all members were in attendance. At three of<br />
these meetings, the Audit Committee met with and reviewed<br />
<strong>report</strong>s from the company’s external auditors.<br />
During <strong>2008</strong>, the Board of Directors met with and<br />
received <strong>report</strong>s from the company’s external auditors. The<br />
auditors’ proposals for various improvements in routines<br />
and internal controls were accepted but did not result in any<br />
special measure from the Board.<br />
Compensation Committee – At the statutory meeting of the<br />
Board of Directors on April 22, <strong>2008</strong>, the Board decided to<br />
appoint Anders Ilstam (convener) and Bengt Kjell as members<br />
of the Compensation Committee for the period until the next<br />
statutory meeting. The Compensation Committee is charged<br />
with considering and preparing proposals regarding salaries,<br />
bonuses, pensions, severance pay, options and warrants for<br />
the President and other senior managers who <strong>report</strong> directly<br />
to the President and for such other similar issues assigned by<br />
the Board of Directors. On assignment from the Board, the<br />
Compensation Committee will present proposals on principles<br />
for compensation and other compensation terms for company<br />
management to be approved by the <strong>Annual</strong> General Meeting.<br />
The Compensation Committee’s work is regulated by<br />
special instructions adopted by the Board of Directors as part<br />
of its Working Procedures. During <strong>2008</strong>, the Compensation<br />
Committee held one meeting at which all members were in<br />
attendance and had regular contact within the Committee in<br />
conjunction with employment and other compensation issues.<br />
Compensation – Fees to the members of the Board of<br />
Directors elected by the <strong>Annual</strong> General Meeting are decided<br />
by the <strong>Annual</strong> General Meeting based on the proposal by<br />
the Nominating Committee. For the period from the <strong>2008</strong><br />
<strong>Annual</strong> General Meeting through the 2009 <strong>Annual</strong> General<br />
Meeting, the fee paid to the Chairman was SEK 500,000.<br />
Other members elected by the <strong>Annual</strong> General Meeting,<br />
who are not employees of the company, were paid fees of SEK<br />
250,000. Furthermore, a fee of SEK 100,000 was paid to the<br />
Chairman of the Audit Committee and SEK 50,000 to each<br />
of the other members of the Audit Committee, and fees of<br />
SEK 50,000 to the convener of the Compensation Committee<br />
and SEK 25,000 to the other member were paid. No further<br />
compensation was paid to any Board member.<br />
Reporting and control<br />
The Board of Directors and the Audit Committee supervise<br />
the quality of financial <strong>report</strong>ing and the company’s internal<br />
control systems and monitor the company’s risk exposure.<br />
This takes place in part through instructions to the President<br />
and the establishment of requirements on the contents of the<br />
<strong>report</strong>s on financial circumstances that are regularly submitted<br />
to the Board of Directors, as well as through reviews with<br />
management and the auditors. The Board of Directors and the<br />
Audit Committee review and verify the quality of financial<br />
<strong>report</strong>ing, including the year-end <strong>report</strong> and the <strong>Annual</strong> <strong>report</strong><br />
and have delegated responsibility to Company management to<br />
verify the contents of press releases containing financial information<br />
and presentation materials used in conjunction with<br />
meetings with the media, owners and financial institutions.<br />
Company management<br />
General – The President leads operations in accordance with<br />
the Swedish Companies Act and within the framework established<br />
by the Board of Directors. In consultation with the<br />
Chairman of the Board of Directors, the President prepares the<br />
information and supporting materials for decisions required<br />
for Board meetings, presents matters for consideration by the<br />
Board and motivates proposals for decision. The President<br />
leads Group management’s work and takes decisions in consultation<br />
with others in management. Group management currently<br />
consists of six persons. Company management conducts<br />
regular business reviews under leadership of the President 12<br />
times each year, often in conjunction with visits to various<br />
Group units. The President and other members of Group management<br />
are presented on page 84 of the <strong>Annual</strong> Report.<br />
Compensation – At the <strong>2008</strong> <strong>Annual</strong> General Meeting, the<br />
Chairman of the Board of Directors informed the shareholders<br />
about the principles for compensation to senior executives. Proposed<br />
guidelines are presented on page 45, and the current compensation<br />
levels are presented in Note 28 of the <strong>Annual</strong> Report.<br />
The proposal for guidelines for the determination of salaries and<br />
other compensation paid to senior executives will be submitted<br />
to the <strong>2008</strong> <strong>Annual</strong> General Meeting for approval. An employee<br />
stock option program was approved for the years 2007–<strong>2008</strong>. No<br />
allotment took place, since the targets were not achieved.<br />
Internal audit<br />
The company has a simple legal and operative structure with<br />
established management and internal control systems. The<br />
Board of Directors and the Audit Committee monitor the<br />
company’s assessment of internal controls, in part through<br />
contact with the company’s auditors. For these reasons, the<br />
Board of Directors has elected not to have a dedicated internal<br />
audit function.<br />
Auditors<br />
The <strong>2008</strong> <strong>Annual</strong> General Meeting elected the auditing firm<br />
Ernst & Young as the company’s auditor for the period up until<br />
the 2012 <strong>Annual</strong> General Meeting, with Björn Fernström as<br />
auditor in charge up until the 2009 <strong>Annual</strong> General Meeting,<br />
at which time he will resign as auditor in charge in accordance<br />
with the prevailing recommendation for a maximum assignment<br />
period of seven years. The auditors are presented on page<br />
40 of the <strong>Annual</strong> Report. The auditors work in accordance<br />
with an audit plan, in which opinions from the Audit Committee<br />
and the Board of Directors were included, and <strong>report</strong>ed<br />
its observations to the Audit Committee and the Board of<br />
Directors, in part during the audit itself and in part in conjunction<br />
with adoption of the <strong>2008</strong> year-end <strong>report</strong> on February<br />
12, 2009. The auditors also participate in the <strong>Annual</strong> General<br />
Meeting at which they <strong>report</strong> on their work and observations.<br />
During the year, the auditors had consulting assignments apart<br />
from auditing, primarily relating to taxes.
Corporate governance <strong>report</strong><br />
39<br />
pany’s work with internal controls. Another aspect is creating<br />
prerequisites for an organizational structure with clear roles and<br />
responsibilities that encourage effective management of business<br />
risks. Senior management is responsible for implementing the<br />
guidelines to maintain satisfactory internal controls.<br />
Risk assessment and control activities – <strong>Munters</strong>’ management<br />
annually presents its view of significant risks for the Board of<br />
Directors’ Audit Committee. The Company’s most important<br />
risks relating to accounting and <strong>report</strong>ing are revenue recognition,<br />
valuation of accounts receivable and guarantee commitments,<br />
plus the Group’s many small subsidiaries, which lack<br />
critical mass with respect to accounting personnel. To effectively<br />
manage significant risks, <strong>Munters</strong> has established control<br />
structures that in part consist of an organization, which, from<br />
an international perspective, permits appropriate delegation of<br />
responsibility from the standpoint of control activities in the<br />
work performed on compiling the financial <strong>report</strong>s. During<br />
2006, the company reviewed its internal control policy and<br />
introduced a formalized process whereby all Group business<br />
units implement a self-assessment of their compliance with the<br />
rules stipulated in the internal control policy. This self assessment<br />
is then reviewed by representatives of Group management<br />
according to a rolling schedule, and by the company’s external<br />
auditors. In the event of discrepancies, improvement plans and<br />
activities are prepared.<br />
Information and communication – <strong>Munters</strong>’ policies for<br />
internal control are primarily communicated through the<br />
<strong>Munters</strong> Management Manual and the <strong>Munters</strong> Financial<br />
Manual. These manuals are updated continuously and are easily<br />
accessible to all concerned personnel via Lotus Notes internal<br />
databases. The <strong>Munters</strong> Management Manual includes the<br />
<strong>Munters</strong> Information Policy, which provides guidelines for how<br />
external communication shall take place. The objective of the<br />
policy is to ensure that all information obligations are fulfilled<br />
in a correct and comprehensive manner.<br />
Follow-up – The Board of Directors evaluates business performance<br />
and results each month using an appropriately structured<br />
<strong>report</strong>ing package containing outcomes, forecasts and<br />
analyses of important key parameters. The Board of Directors<br />
receives regular <strong>report</strong>s from the meetings held between the<br />
Audit Committee and senior management and the auditors.<br />
The Audit Committee’s work also includes regularly following<br />
up the effectiveness of internal controls. The Committee’s<br />
work also includes evaluation and discussion of key technical<br />
issues relating to accounting and <strong>report</strong>ing techniques. Furthermore,<br />
the Audit Committee has initiated an annual process<br />
to ensure that appropriate measures are taken to address and<br />
implement recommended measures in regard to deficiencies<br />
that arise in part from internal follow-ups as described above<br />
and in part through the external auditors’ examinations.<br />
Articles of Association<br />
The company’s Articles of Association regulate such matters<br />
as the objective of the company’s operations, the number of<br />
Board members and auditors, how notification of the <strong>Annual</strong><br />
General Meeting shall take place, matters to be addressed by<br />
the <strong>Annual</strong> General Meeting and where the Meeting shall<br />
be held. The Articles of Association currently in effect and<br />
adopted on April 22, <strong>2008</strong> are available on the company’s web<br />
site at www.munters.com, under investor relations/corporate<br />
governance.<br />
Policy documents<br />
In addition to the budget and strategic plan, which are required<br />
and approved by the Board of Directors, <strong>Munters</strong> has two primary<br />
control systems that specify authority and responsibilities<br />
for the leaders of <strong>Munters</strong>’ many business units.<br />
Firstly, there is <strong>Munters</strong> Management Manual, which, in<br />
addition to a number of general policies for the Group’s business<br />
and its employees, contains detailed descriptions of authorization<br />
and responsibility in business management. The following<br />
policies are included in <strong>Munters</strong> Management Manual.<br />
• Ethical Guidelines – The Group’s ethical guidelines were<br />
formulated with the objective of documenting the Group’s<br />
basic view on ethical issues both within the organization<br />
and externally towards customers and suppliers<br />
• Information Policy – The Group’s information policy is a<br />
document that describes the Group’s general principles for<br />
the dissemination of information<br />
• Insider Policy – The Group’s insider policy regulates the<br />
handling of insider issues and responsibility for these issues<br />
and contains instructions for insiders and others within the<br />
organization regarding how to act in insider-related matters.<br />
• Visual Guidelines – The Group’s Visual Guidelines describe<br />
the manner in which <strong>Munters</strong> shall be visible in its marketing<br />
and business operations<br />
• Environment Policy – The Group’s environment policy provides<br />
guidelines for environmental work within the Group<br />
• Quality Policy – The Group’s quality policy provides guidelines<br />
for quality work within the Group<br />
• Corporate Social Responsibility – The Group’s CSR policy<br />
summarizes the Company’s views on ethical, environmental<br />
and social responsibility<br />
• Health and Safety Policy – The Group’s health and safety<br />
policy describes the Group’s views on health and safety issues.<br />
Secondly, there is <strong>Munters</strong> Financial Manual. The Financial<br />
Manual describes the rules and guidelines that apply for<br />
decisions on financial matters, how financial <strong>report</strong>ing is<br />
organized and what is <strong>report</strong>ed. The accounting instructions<br />
in <strong>Munters</strong> Financial Manual comply with IFRS standards.<br />
In addition to accounting instructions, the manual contains<br />
the following policies.<br />
• Financial Policy – The Group’s Finance function works<br />
according to the instructions established by the Board of<br />
Directors, which provide a framework for how the Group’s<br />
operations shall be financed and how currency and interest<br />
risks, for example, must be managed<br />
• Internal Control Policy – The internal control policy provides<br />
instructions for maintaining order and control within<br />
the business units.<br />
General policies are reviewed and approved by the Board of<br />
Directors.<br />
The company’s application of the Code<br />
The Code is built on the “comply or explain” principle. This<br />
means that companies applying the Code may deviate from<br />
individual rules but must provide explanations and reasons<br />
for each <strong>report</strong>ed deviation. <strong>Munters</strong> has not deviated from<br />
the rules of the Code.<br />
Review<br />
This Corporate Governance Report has not been reviewed by<br />
the company’s auditors.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
40 Board of Directors and Auditors<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
1 Anders Ilstam<br />
Chairman since <strong>2008</strong>. Born<br />
1941. Member since 2005.<br />
Background: Commercial<br />
engineer, Vice President<br />
Sandvik AB, President Sandvik<br />
Mining and Construction, CTT<br />
Tools, SKF Tools and several<br />
companies within Beijerinvest<br />
AB. Chairman of Seco Tools<br />
AB, Beijer Electronics AB,<br />
Air Liquide AB and Grimaldi<br />
Industri AB. Board member of<br />
Isaberg Rapid AB.<br />
2 Lars Engström<br />
Member since 2007. Born<br />
1963. President and CEO.<br />
Employed since 2006.<br />
Background: M.Sc. Linköping<br />
Technical University. Various<br />
positions within Atlas Copco<br />
in Sweden and Australia,<br />
most recently as President<br />
of Atlas Copco Underground<br />
Rock Excavation Division.<br />
Board member of Studsvik AB.<br />
Shares held: 43,000. Options<br />
held: 25,000.<br />
3 Eva-Lotta Kraft<br />
Member since 2004. Born<br />
1951. Background: MSc Chem<br />
Eng, MBA. Employed earlier by<br />
AGA and Alfa Laval, Division<br />
Manager and Executive Vice<br />
President at Siemens-Elema<br />
AB, Department Manager FOI<br />
(The Swedish Defense Research<br />
Agency). Board member<br />
of AB Ångpanneföreningen,<br />
Samhall AB and Svolder<br />
AB. Shares held: 4,500.<br />
4 Bengt Kjell<br />
Member since 2003. Born<br />
1954. Background: BSc from<br />
Stockholm School of Economics.<br />
Executive Vice President<br />
of AB Industrivärden. Authorized<br />
Public Accountant, Head<br />
of Corporate Finance Securum,<br />
Senior Partner Navet<br />
AB. Chairman of Kungsleden<br />
AB and Indutrade AB. Board<br />
member of Skanska AB,<br />
Höganäs AB, Pandox AB and<br />
Helsingborgs Dagblad AB.<br />
5 Sören Mellstig<br />
Member since 1997. Born<br />
1951. Background: MSc Econ.<br />
CFO and Executive Vice<br />
President of Incentive, Business<br />
Area Manager Gambro<br />
Renal Products and Executive<br />
Vice President Gambro, CEO<br />
and President of Gambro AB.<br />
Chairman of Aleris AB, Vatus<br />
Medical AB and Textilia AB.<br />
Board member of Trelleborg<br />
AB (publ.), Ferrosan A/S,<br />
PaloDex Oy, Dako A/S and<br />
Rindi Energi AB. Shares held:<br />
20,400. <br />
6 Jan Svensson<br />
Member since 2004. Born<br />
1956. President of Investment<br />
AB Latour. Background: BSc<br />
Econ, the Stockholm School<br />
of Economics, BSc Mech<br />
Eng. President of AB Sigfrid<br />
Stenberg. Chairman of OEM<br />
International AB, Fagerhult AB<br />
and Nederman Holding AB.<br />
Board member of Loomis AB<br />
and Oxeon AB. Shares held:<br />
5,000. <br />
7 Kjell Åkesson<br />
Member since <strong>2008</strong>. Born<br />
1949. Background: B.Sc.<br />
Econ. Uppsala University.<br />
President of Lindab International<br />
AB and Bilia AB, Vice<br />
President of Svedala AB,<br />
various positions within ASEA/<br />
ABB. Chairman of Gullbergs<br />
AB. Board member of Inwido<br />
AB, Lindab International AB,<br />
Ballingslöv AB and PEAB Industri<br />
AB. Shares held: 4,600.<br />
8 Kenneth Eriksson<br />
Member since <strong>2008</strong>. Born<br />
1944. Chief Operating Officer<br />
of SCA, Background: B.Sc.<br />
Engineering, President of SCA<br />
Forest Products and various<br />
positions within SCA. Board<br />
member of Fastighetsbolaget<br />
Norrporten, Norrlandsfonden,<br />
SCA Forest Products and<br />
subsidiaries.<br />
9 Kjell Wiberg<br />
Member since 2005. Born<br />
1958. Background: Plumber.<br />
Employee representative appointed<br />
by the Swedish Trade<br />
Union Confederation. Shares<br />
held: 100.<br />
10 Ulf Wallén<br />
Member since 2007. Born<br />
1963. Background: Installer.<br />
Employee representative appointed<br />
by the Swedish Trade<br />
Union Confederation. <br />
11 Pia Nordquist<br />
Member since 2004. Born<br />
1973. Background: Order/<br />
production planning, IT Support<br />
for business systems.<br />
Employee representative<br />
appointed by the Swedish<br />
Union of Clerical and Technical<br />
Employees in Industry.<br />
Board secretary<br />
Peter Idsäter, Attorney, born<br />
1960. Partner Mannheimer<br />
Swartling Advokatbyrå AB.<br />
Auditor<br />
Auditing firm Ernst & Young<br />
AB. Auditor since 2002. Auditor<br />
in charge: Björn Fernström.<br />
Authorized Public Accountant.<br />
Born 1950.<br />
Information is as of March 6, 2009.
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong><br />
41
42<br />
Board of Directors’ <strong>report</strong><br />
Board of Directors’ <strong>report</strong><br />
The Board of Directors and the President of <strong>Munters</strong> AB (publ), corp. reg. no. 556041-0606,<br />
hereby submit the annual <strong>report</strong> and the consolidated accounts for the fiscal year <strong>2008</strong>.<br />
Information about operations<br />
<strong>Munters</strong> is a globally leading supplier of energy-efficient<br />
solutions for air treatment and damage control based on its<br />
expertise in technologies for humidity and climate control.<br />
Its business is organized in two product divisions focused on<br />
industrial-process air treatment, comfort-oriented climate control<br />
(DH) and climate control for the AgHort industry (HC)<br />
and a global service organization with a world-leading position<br />
in damage restoration and temporary climate control (MCS).<br />
Customers are found within a number of different sectors,<br />
of which the largest are the insurance, food, pharmaceuticals<br />
and electronics industries. Manufacturing, sales and service<br />
are conducted by slightly more than 4,100 employees in own<br />
companies in more than 30 countries.<br />
The <strong>Munters</strong> share has been listed on the NASDAQ OMX<br />
Nordic Exchange Stockholm since 1997.<br />
Significant events during the<br />
fiscal year and future development<br />
Group<br />
<strong>Munters</strong>’ development during the fiscal year was characterized<br />
by a relatively strong first half of the year, which thereafter<br />
changed to a significantly tougher business climate,<br />
due to the general economic recession and the financial crisis<br />
now in progress. An action program, MEP 2 , had already been<br />
launched at the beginning of the year to increase efficiency<br />
in all divisions. The program is based on the principles of<br />
resource-efficient manufacturing, short lead times and high<br />
employee involvement. Within MCS, work was focused on<br />
implementing the mobile IT system Field.Link in five of our<br />
most important markets. The program was concluded in the<br />
month of December.<br />
During the second half of the year, additional measures<br />
were taken to adapt the organization to the prevailing market<br />
prerequisites. These measures further improved <strong>Munters</strong>’ structure<br />
and competitiveness and are expected to result in positive<br />
effects on profitability when our markets recover again.<br />
There is an increasing awareness relating to energy savings<br />
and environmental conservation. At the same time,<br />
knowledge of the importance of the indoor climate for both<br />
health and production processes is increasing. These trends<br />
favor <strong>Munters</strong>, which has a service and product portfolio that<br />
meets these needs. <strong>Munters</strong>’ strategy is to further expand<br />
its product portfolio. This strategy includes complimentary<br />
acquisitions.<br />
The prevailing market conditions mean that the divisions<br />
continue to adapt their respective resources to current business<br />
volumes through efficiency-enhancing measures and personnel<br />
reductions. In recent years, <strong>Munters</strong> has focused strongly on<br />
profit-enhancing measures. This should have a positive effect on<br />
gross margins when the financial crisis is over and the economy<br />
begins recovering. Although the coming period is characterized<br />
by considerable uncertainty, <strong>Munters</strong> is convinced that the<br />
Group will emerge strengthened from the current recession.<br />
Dehumidification division<br />
Within the Dehumidification division, the market for dehumidifiers<br />
in the Industrial business area remained strong during<br />
the year, despite signs of weaker market conditions toward the<br />
end of the fourth quarter. Demand in the Commercial business<br />
area was weak during most of the year, particularly in the retail<br />
segment, but recovered during the fourth quarter. The division’s<br />
margins were negatively affected by guarantee costs due<br />
to faulty components from a third party.<br />
Measures within MEP 2 were implemented and completed<br />
during the fourth quarter. A reorganization was implemented<br />
during the second quarter with the objective of taking advantage<br />
of growth opportunities in energy-efficient solutions for<br />
air treatment. Measures to reduce personnel and thus further<br />
lower costs were implemented during the second half of the<br />
year in response to weaker market conditions. The acquisition<br />
of Toussaint Nyssenne was completed during the autumn. The<br />
order backlog was relatively favorable at the end of the year.<br />
HumiCool division<br />
Within the HumiCool division, market growth was strong<br />
for all business areas during the first half of the year with<br />
the exception HVAC, which experienced weak demand for<br />
mobile heaters after a mild winter. After the summer, all<br />
business areas were sharply affected by turmoil in the global<br />
credit markets, which resulted in distributors experiencing<br />
difficulty with short-term financing and thus reducing<br />
their inventories. A dramatic reversal in the AgHort market<br />
became evident in the beginning of the fourth quarter, with<br />
the US market leading the downturn. The driving factor over<br />
the short term was the lack of financing, but a rapid increase<br />
in the price of livestock feed that was not reflected in meat<br />
prices dramatically decreased incentives to invest.<br />
Earnings during the year were affected by a nonrecurring<br />
cost of SEK 10 M as a result of a major US customer in the<br />
HVAC segment entering bankruptcy. To meet the lower market<br />
activity in several segments, adaptation of the workforce<br />
continued, which will be combined with additional changes<br />
in the production structure. The MEP 2 program was implemented,<br />
resulting in a charge against earnings of SEK 22 M.<br />
Work primarily involved the units in Mexico and Germany.<br />
In addition, production shifts from Italy to China and from<br />
Sweden to Mexico were completed.
Board of Directors’ <strong>report</strong><br />
43<br />
MCS division<br />
The MCS division <strong>report</strong>ed favorable sales growth during the<br />
year. Very strong sales and operating income were noted in the<br />
US during the second half of the year as a result of weatherrelated<br />
events. In the European market, <strong>Munters</strong> continued<br />
to capture market share, in part due to new framework agreements<br />
and strengthened partnerships with existing customers.<br />
However, the division’s earnings were affected by continued<br />
inflationary cost pressures with respect to salaries and<br />
fuels, although some relief was noted toward the end of the<br />
year. Costs for the MEP 2 program concluded in December<br />
amounted to SEK 55 M. The program comprised implementation<br />
of the mobile IT system Field.Link and introduction<br />
of sharply improved processing of accounts receivable that<br />
included write-downs of outstanding receivables in line with<br />
the new credit policy for MCS. Nonrecurring costs of SEK 45<br />
M, primarily relating to preparations for the phase-out of certain<br />
operations, were also charged against the year’s earnings.<br />
The long-term consolidation trends with a constantly<br />
increasing proportion of fixed framework agreements continued,<br />
and several new framework agreements were signed during<br />
the second half of the year with major insurance companies<br />
in all regions. In conjunction with the introduction of the<br />
mobile IT system Field.Link in more markets, the number of<br />
depots is being decreased, while certain central functions are<br />
being established in each country. The new business model will<br />
enable productivity to be sharply improved over time.<br />
Significant events after the end of the fiscal year<br />
During the first quarter of 2009, <strong>Munters</strong> will be implementing<br />
a number of measures within all three divisions to adapt<br />
operations in response to the weaker market conditions.<br />
These measures, which are expected to entail personnel<br />
reductions of about 250 persons, will result in nonrecurring<br />
costs in the order of SEK 30–45 M, which will be charged<br />
against first-quarter earnings. Further information is available<br />
in Note 31, Events after the closing date.<br />
Order intake and net sales<br />
During the year, the Group’s order intake increased by 2 percent<br />
(unchanged after adjustments for currency effects, acquisitions<br />
and disposals of operations) to SEK 6,515 M (6,407). The<br />
Dehumidification and MCS divisions experienced favorable<br />
order growth during the year, while HumiCool’s order intake<br />
declined. The order backlog increased by slightly more than 15<br />
percent and was SEK 1,330 M (1,152) at year-end.<br />
Net sales increased during the year by 5 percent (3 percent<br />
adjusted) to SEK 6,570 M (6,262). The Dehumidification and<br />
MCS divisions increased sales, while HumiCool’s net sales<br />
decreased, particularly during the final quarter of the year.<br />
Gross earnings<br />
Gross earnings declined somewhat to SEK 1,716 M (1,759).<br />
The gross margin fell to 26.1 percent (28.1).<br />
Indirect costs<br />
Sales and administration costs increased by 14 percent to<br />
SEK 1,277 M (1,117), corresponding to 19.4 percent (17.8)<br />
of net sales. Research and development costs amounted to<br />
SEK 85 M (70), corresponding to 1.3 percent (1.1) of net<br />
sales. Development costs in conjunction with customer order<br />
projects are <strong>report</strong>ed as a cost in ongoing operations.<br />
Earnings<br />
EBIT decreased by 36 percent to SEK 362 M (566). All<br />
divisions <strong>report</strong>ed a decline in operating earnings, compared<br />
with the preceding year: Dehumidification SEK 201 M (234),<br />
HumiCool SEK 155 M (251) and MCS SEK 48 M (129). The<br />
operating margin declined to 5.5 percent (9.0).<br />
Charges against full-year earnings were impacted by SEK<br />
86 M in costs for the MEP 2 program and SEK 68 M in costs<br />
for confirmed and anticipated credit losses, quality problems<br />
in purchased components and closure and merger costs. The<br />
MEP 2 program is now completed.<br />
Earnings before depreciation of acquisition-related intangible<br />
assets and nonrecurring costs amounted to SEK 525 M<br />
(597).<br />
Financial items<br />
Net financial items declined to an expense of SEK 77 M<br />
(expense: 40), primarily due to increased indebtedness on<br />
a full-year basis in combination with higher interest rates.<br />
Capital distribution and acquisitions implemented during the<br />
second half of 2007 did not achieve full effect in increasing<br />
interest expenses for the full-year 2007, compared with <strong>2008</strong>.<br />
Earnings trend<br />
SEK M<br />
9,000<br />
7,500<br />
6,000<br />
4,500<br />
3,000<br />
1,500<br />
0<br />
Net sales Operating earnings Earnings after financial items<br />
1.2<br />
60<br />
Taxes<br />
1.0<br />
Investments<br />
6,000<br />
2,000<br />
1,000<br />
0<br />
2004<br />
2004<br />
2005<br />
2005<br />
2006<br />
2006<br />
2007<br />
2007<br />
<strong>2008</strong><br />
<strong>2008</strong><br />
SEK M<br />
600<br />
Tax expenses for the year amounted to SEK 120 M (190),<br />
corresponding 0.8 to an effective tax rate of 42 percent (36). The 40<br />
increase in the tax burden was almost entirely attributable to<br />
0.6<br />
30<br />
changed tax rules in Italy, which is one of the Group’s major<br />
manufacturing 0.4<br />
countries. The outcome of several tax audits 20<br />
completed during the year also contributed to a minor portion<br />
of the increase. In other respects, the high effective tax<br />
0.2<br />
10<br />
rate 0.0 is the result of a significant portion of the Group’s profits 0<br />
2004 2005 2006 2007 <strong>2008</strong><br />
being generated in subsidiaries in countries with higher tax<br />
rates than Sweden, non-income related taxes in certain countries<br />
and costs that are non-deductible for tax purposes.<br />
The Group’s investments in tangible fixed assets during the<br />
5,000<br />
period amounted to SEK 145 M (185), of which a large portion,<br />
SEK 4,000 49 M (82), pertained to investments in MCS equipment.<br />
The remaining increase was primarily attributable to investments<br />
in production equipment in existing plants.<br />
3,000<br />
Investments<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
50<br />
9000<br />
7500<br />
6000<br />
4500<br />
3000<br />
1500<br />
0<br />
1,2<br />
1,0<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong><br />
0,8<br />
0,6<br />
0,4<br />
0,2<br />
0,0<br />
6000<br />
5000
44<br />
Board of Directors’ <strong>report</strong><br />
in intangible assets excluding goodwill and other acquisitionrelated<br />
intangible assets amounted to SEK 12 M (25). Depreciation<br />
and impairment amounted to SEK 167 M (156).<br />
Financial position<br />
The equity ratio decreased to 28 percent at year-end (31 at the<br />
start of the year). Interest-bearing assets totaled SEK 490 M<br />
(276 at the start of the year) and interest-bearing provisions<br />
and liabilities amounted to SEK 1,880 M (1,344 at the start of<br />
the year). Net debt during the year rose by SEK 322 M to SEK<br />
1,390 M as a result of acquisition of Toussaint Nyssenne and<br />
<strong>Munters</strong> Form totaling SEK 102 M, an ordinary dividend of<br />
SEK 185 M and exchange-rate fluctuations. The Group has a<br />
credit facility approved on general terms amounting to SEK<br />
2,190 M (2,177), of which the largest portion, SEK 2,000 M is<br />
a syndicated credit facility extending until 2012. The Group<br />
has unutilized loan facilities of SEK 545 M. (1,019).<br />
Parent Company<br />
Munter AB’s operations comprise Group-wide functions,<br />
as well as certain functions for the MCS Division. The Parent<br />
Company’s earnings after financial items during <strong>2008</strong><br />
amounted to SEK 225 M (257). Dividends received from subsidiaries<br />
were included in an amount of SEK 250 M (258). There<br />
were no external net sales. Cash and cash equivalents at the<br />
close of the period amounted to SEK 227 M (75) and net debt<br />
to SEK 1,449 M (1,099). Capital expenditure totaled SEK 11 M<br />
(21). The number of employees during the year was 30 (24).<br />
Financial instruments<br />
The use of financial instruments apart from those arising<br />
in ongoing operations is relatively limited in the <strong>Munters</strong><br />
Group. In addition to the options specified in Note 29, they<br />
consist primarily of currency hedges and interest-bearing<br />
borrowing from banks. Further information on the Group’s<br />
financial instruments is presented in Notes 3 and 18.<br />
9,000<br />
600<br />
Research and development<br />
7,500<br />
500<br />
<strong>Munters</strong> starting point in developing new or refining existing<br />
technologies 6,000 is that the new models must be more energyefficient<br />
than the old ones. Investments in research and<br />
400<br />
4,500<br />
300<br />
development have increased by 64 percent since 2006 and<br />
now 3,000 account for 6 percent of operating costs.<br />
200<br />
1,500<br />
Net 0debt/equity ratio and equity/assets ratio<br />
2004 2005 2006 2007 <strong>2008</strong><br />
multiple<br />
1.2<br />
1.0<br />
0.8<br />
100<br />
0<br />
%<br />
60<br />
50<br />
40<br />
During <strong>2008</strong>, product development resources were added with<br />
the acquisition of Toussaint Nyssenne. Build-up of a product<br />
development organization was begun in China and is expected<br />
to be completed by the end of 2009. Investments in global product<br />
platforms and a global organization continued. Toward the<br />
end of the year, Dehumidification launched a newly developed<br />
dehumidifier that will be sold in all regions. Major resources<br />
were devoted during the year to adapting existing products<br />
for new markets and new production locations. More efficient<br />
control of product development was achieved through the<br />
implementation of a structured development process.<br />
Information regarding environmental impact in<br />
accordance with Swedish legislation<br />
<strong>Munters</strong>’ operations affect the external environment through<br />
emissions to air and water, handling of chemicals and transports<br />
of component parts and finished products to and from<br />
manufacturing plants. The Group conducts operations<br />
requiring a type B permit according to the Swedish Environmental<br />
Code at its Swedish subsidiary <strong>Munters</strong> Europe AB.<br />
The permit includes all production operations in Tobo, Sweden<br />
and is valid until further notice. The Group’s operations<br />
with 9,000 permit and <strong>report</strong>ing obligations impact the external 600<br />
environment at <strong>Munters</strong> Europe’s plant in Tobo through<br />
7,500<br />
500<br />
emissions to air and water. There are also noise restrictions.<br />
There 6,000 are no injunctions in these areas. Production operations<br />
are environmentally certified in accordance with ISO<br />
400<br />
4,500<br />
300<br />
14000. The products are continuously adapted to the EU’s<br />
various 3,000 environmental directives. Chemicals and other<br />
200<br />
hazardous waste are collected and submitted to an external<br />
processor<br />
1,500<br />
of hazardous waste. In developing new products,<br />
100<br />
<strong>Munters</strong>’ goal is to reduce the impact on the environment.<br />
0<br />
0<br />
2004 2005 2006 2007 <strong>2008</strong><br />
Personnel<br />
1.2<br />
60<br />
At the end of the period, the number of permanent employees<br />
was 1.0 4,132, a decrease of 92 since year-end 2007, adjusted for 50<br />
acquisitions. Companies acquired during the year contributed<br />
0.8<br />
40<br />
140 new employees. The average number of employees during<br />
the 0.6 year, including temporary employees, was 4,291, a decline 30<br />
of 0.5 percent, compared with the preceding year. The proportion<br />
of women was 19 percent (19). Personnel turnover increased<br />
0.4<br />
9000<br />
20<br />
600<br />
during 0.2 7500<br />
the year to 17 percent (13) for the Group as a whole. 10 500<br />
This relatively high level is due to several factors. Restructuring<br />
0.0<br />
0<br />
during 6000 the<br />
2004<br />
year increased<br />
2005<br />
turnover,<br />
2006<br />
compared<br />
2007<br />
with previous<br />
<strong>2008</strong><br />
400<br />
4500<br />
Total assets and equity<br />
SEK M 3000<br />
6,000<br />
5,000<br />
4,000<br />
1500<br />
0<br />
300<br />
200<br />
100<br />
0<br />
9000<br />
7500<br />
6000<br />
4500<br />
3000<br />
1500<br />
0<br />
1,2<br />
1,0<br />
0,8<br />
0,6<br />
0,4<br />
0,2<br />
0.6<br />
30<br />
3,000<br />
0,0<br />
0.4<br />
20<br />
2,000<br />
0.2<br />
10<br />
1,000<br />
1,2<br />
60<br />
6000<br />
0.0<br />
2004<br />
2005<br />
2006<br />
2007<br />
<strong>2008</strong><br />
0<br />
0<br />
1,0<br />
2004<br />
2005<br />
2006<br />
2007<br />
<strong>2008</strong><br />
50<br />
5000<br />
Net debt/equity ratio<br />
Equity/assets ratio<br />
Equity 0,8Total assets<br />
40<br />
4000<br />
6,000<br />
5,000<br />
0,6<br />
0,4<br />
30<br />
20<br />
3000<br />
2000<br />
4,000<br />
0,2<br />
10
Board of Directors’ <strong>report</strong><br />
45<br />
years. Europe has a high proportion of MCS personnel, which<br />
is traditionally a highly mobile personnel category. Asia consists<br />
of several young companies with a large share of production<br />
where personnel mobility is still relatively high. <strong>Munters</strong> is in<br />
large part a young company. A full 52 percent of the workforce<br />
is under 40. The average age is 40 years (38).<br />
Significant risks and uncertainties<br />
<strong>Munters</strong>’ exposure to risk can be divided primarily into two<br />
categories: operational risks and financial risks. Operational<br />
risks are those due to weather, dependence on key personnel<br />
and key customers, and geographically dispersed operations<br />
involving small operational units. Financial risks consist<br />
mainly of currency, interest and financing risks.<br />
Demand for the company’s products is affected by general<br />
economic trends. The weakened economic conditions resulted<br />
in lower sales, which also reduced capacity utilization in<br />
manufacturing over the short term. The continuing trend in<br />
the global economy is an uncertainty factor for the earnings<br />
trend for 2009. <strong>Munters</strong>’ acquisition frequency may result in<br />
integration-related risks. In addition, it is estimated that the<br />
financial risks, primarily interest-rate risks and currency risks,<br />
have increased somewhat in the current and past year.<br />
A more detailed description of the business’s operational<br />
and financial risks and how they are controlled and managed<br />
is presented in the section Risks and risk management on<br />
pages 32–33 and in Note 3.<br />
The <strong>Munters</strong> share and ownership structure<br />
The <strong>Munters</strong> share is listed on the NASDAQ OMX Nordic<br />
Exchange Stockholm. On December 31, <strong>2008</strong>, <strong>Munters</strong>’ share<br />
capital was distributed among 75,000,000 shares. The company<br />
has one class of stock. Each share carries one vote without<br />
restrictions at the <strong>Annual</strong> General Meeting. All shares carry<br />
equal rights to the company’s assets and earnings. There are no<br />
restrictions on transfer of shares according to law or the company’s<br />
Articles of Association. As far as Group management<br />
and the Board of Directors are aware, there are no agreements<br />
between shareholders that may entail restrictions on the right<br />
to transfer shares.<br />
In order to meet obligations for the outstanding options program,<br />
the company holds 1,066,950 treasury shares. Holdings of<br />
treasury shares comprise 1.4 percent of the total share capital.<br />
On December 31, <strong>2008</strong>, the ten largest owners in <strong>Munters</strong><br />
controlled 66 percent (60) of the voting rights. The two largest<br />
owners are Latour and Industrivärden, which each control 14.8<br />
percent of the voting rights. No other shareholder controls<br />
directly or indirectly more than 10 percent of the voting rights.<br />
Members and deputy members of the Board of Directors<br />
are elected at the <strong>Annual</strong> General Meeting for the period<br />
until the end of the first general meeting held after the year<br />
the member was elected. Changes in the Articles of Association<br />
are decided by the <strong>Annual</strong> General Meeting.<br />
The Board of Directors’ proposal for approval of<br />
guidelines for compensation to senior executives<br />
The Board of Directors of <strong>Munters</strong> AB proposes that the<br />
<strong>Annual</strong> General Meeting on April 15, 2009 approve guidelines<br />
for compensation to senior managers in the company according<br />
to the following.<br />
Salaries for senior managers shall be competitive and on market<br />
terms and have other terms of employment that correspond to<br />
the manager’s responsibility, authority, expertise and experience.<br />
Reconciliation of total compensation against market statistics<br />
and other information shall be performed regularly.<br />
In addition to a fixed annual salary, senior managers<br />
may also receive a variable salary, which will be based on the<br />
Group’s earnings per share, cash flow, strategic development<br />
or other parameters for the President and for other managers<br />
on improvements in the manager’s area of responsibility with<br />
respect to sales, operating earnings and capital turnover rate, as<br />
well as the outcome of individual activity plans or other parameters.<br />
The variable salary component shall correspond to at<br />
most 50 percent of the fixed annual salary for the President and<br />
at most between 30 and 70 percent for other senior managers.<br />
The Board of Directors is also entitled to resolve on programs<br />
relating to long-term variable salary, subject to the condition<br />
that the outcome of such a program corresponds to at most 50<br />
percent of fixed annual salary.<br />
The company may subsidize or compensate interest expenses<br />
for senior managers’ acquisition of shares for which the manager<br />
assumes all risk.<br />
The notice period between senior managers and the company<br />
shall not be longer than six months, and severance pay shall not<br />
amount to more than 18 months (base salary) for the President<br />
and 12 months (base salary) for other senior managers.<br />
Pension entitlement shall apply from the age of 62 at the<br />
earliest. The President is covered by a premium-based pension<br />
plan according to which the premium may amount to at most<br />
35 percent of the base salary. Other senior managers residing<br />
in Sweden are covered by a premium-based plan coordinated<br />
with the ITP plan, where the agreed premium provision may<br />
amount to at most 35 percent of base salary. Senior managers<br />
not residing in Sweden may be offered pension plans that are<br />
competitive in the countries where they reside.<br />
Each year, the Board of Directors shall consider whether<br />
or not share-related incentive programs shall be proposed to<br />
the <strong>Annual</strong> General Meeting. Share-related incentive programs<br />
that are not approved by the <strong>Annual</strong> General meeting<br />
are not allowed.<br />
Fees for Board members are established by the <strong>Annual</strong><br />
General Meeting. If a Board member is employed by the<br />
company, compensation shall be paid to the Board member<br />
according to these guidelines, whereby special compensation<br />
for the assignment as a Board member shall not be paid. If a<br />
Board member performs assignments for the company that<br />
are not Board assignments, compensation shall be paid on<br />
market terms with consideration taken to the nature of the<br />
assignment and the work involved.<br />
These guidelines shall apply to those persons who during<br />
the period in which the guidelines apply are members of Group<br />
management, other managers in senior positions who <strong>report</strong><br />
directly to the President and Board members of the company.<br />
The guidelines apply for contracts entered after the closing of<br />
the <strong>Annual</strong> General Meeting and in cases in which changes are<br />
made in existing contracts after that date. The Board of Directors<br />
shall have the right to deviate from these guidelines if there<br />
are special reasons in an individual case, subject to the condition<br />
that this decision is <strong>report</strong>ed and motivated at a later date.<br />
The most recently approved guidelines are presented in<br />
Note 28.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
46 10-year review<br />
GROUP IFRS 1 Prior accounting principles 1<br />
Order intake, sales and profit <strong>2008</strong> 2007 2006 2005 2004 2003 2002 2001 2000 1999<br />
Order intake, SEK M 6,515 6,407 5,761 5,340 4,598 4,305 4,727 3,945 3,322 2,608<br />
Net sales, SEK M 6,570 6,262 5,712 5,130 4,543 4,308 4,666 3,894 3,179 2,594<br />
Growth, % 4.9 9.6 11.3 12.9 5.5 –7.7 19.8 22.5 22.5 8.0<br />
EBIT, SEK M 362 566 529 405 334 298 465 401 306 ,2 237<br />
EBIT-margin, % 5.5 9.0 9.3 7.9 7.3 6.9 10.0 10.3 9.6 ,2 9.1<br />
Earnings after financial items, SEK M 285 526 514 391 318 280 436 389 289 ,2 231<br />
Net earnings, SEK M 165 336 328 252 200 172 266 239 184 144<br />
Return figures and balance sheet 3<br />
Equity, SEK M 1,285 1,202 1,506 1,437 1,148 1,086 1,114 1,012 821 655<br />
Return on equity, % 13.8 25.7 22.5 19.3 17.8 15.8 25.6 26.7 26.0 24.8<br />
Capital employed, SEK M 2,726 2,340 1,915 1,802 1,606 1,553 1,617 1,360 1,242 1,006<br />
Return on capital employed, % 13.6 24.8 28.0 22.8 21.0 19.1 30.8 31.8 28.3 ,2 29.9<br />
Return on operating capital, % 18.5 31.8 32.7 26.2 23.1 22.2 33.7 29.3 26.0 26.0<br />
Capital turnover rate, multiple 2.4 2.7 3.0 2.8 2.8 2.7 3.1 3.0 2.8 3.1<br />
Total assets, SEK M 4,614 3,862 3,144 2,946 2,440 2,365 2,732 2,228 1,993 1,689<br />
Equity/assets ratio, % 27.8 31.1 47.9 48.8 47.0 46.1 41.0 45.4 41.2 38.8<br />
Net debt, SEK M 1,390 1,068 257 315 351 338 365 196 333 230<br />
Net debt/equity ratio, multiple 1.08 0.89 0.17 0.22 0.31 0.31 0.33 0.19 0.41 0.35<br />
Interest-coverage ratio, multiple 4.4 10.7 25.0 20.2 17.7 11.3 14.2 16.3 11.7 ,2 13.1<br />
Other key figures<br />
Investments in tangible fixed assets, SEK 145 185 153 126 108 130 183 140 148 114<br />
Operating cash flow, SEK M 177 189 375 181 121 125 230 236 –31 –55<br />
Average number of employees 4,291 4,268 3,644 3,303 3,207 3,162 3,100 2,541 2,311 2,086<br />
1 <br />
Financial statements from 2004 have been prepared in accordance with IFRS. The main difference compared with prior accounting principles is that goodwill is no longer<br />
amortized according to plan.<br />
2 <br />
Excluding items affecting comparability in an amount of SEK 15 M relating to surplus funds from pension management in Alecta.<br />
3 <br />
From January 1, 2006, <strong>Munters</strong> has changed its accounting in accordance with the changes in IAS 19 so that actuarial gains and losses are now recognized in equity. Key<br />
figures for 2005 are restated to comply with the changes.<br />
Definitions are presented on page 85.<br />
Dehumidification division<br />
HumiCool division<br />
MCS division<br />
SEK M<br />
SEK M SEK M<br />
SEK M SEK M<br />
SEK M<br />
3,000<br />
300 3,000<br />
300 3,000<br />
300<br />
2,500<br />
250 2,500<br />
250 2,500<br />
250<br />
2,000<br />
200 2,000<br />
200 2,000<br />
200<br />
1,500<br />
150 1,500<br />
150 1,500<br />
150<br />
1,000<br />
100 1,000<br />
100 1,000<br />
100<br />
500<br />
50 500<br />
50 500<br />
50<br />
0<br />
99 00 01 02 03 04 05 06 07 08<br />
0<br />
0<br />
99 00 01 02 03 04 05 06 07 08<br />
0<br />
0<br />
99 00 01 02 03 04 05 06 07 08<br />
0<br />
Order intake<br />
Operating earnings<br />
Order intake<br />
Operating earnings<br />
Order intake Operating earnings<br />
Net sales<br />
Net sales<br />
Net sales<br />
Operating cash flow and net debt<br />
SEK M<br />
500<br />
Capital turnover rate and return<br />
Return on equity<br />
on capital employed<br />
SEK M multiple % %<br />
1,500 5<br />
50 30<br />
400<br />
1,200<br />
4<br />
40<br />
24<br />
300<br />
900<br />
3<br />
30<br />
18<br />
200<br />
600<br />
2<br />
20<br />
12<br />
100<br />
300<br />
1<br />
10<br />
6<br />
0<br />
01 02 03 04 05 06 07 08<br />
0 0<br />
01 02 03 04 05 06 07 08<br />
0 0<br />
01 02 03 04 05 06 07 08<br />
Operating cash flow<br />
Net debt<br />
Capital turnover rate Return on capital<br />
employed
10-year review<br />
47<br />
DIVISIONS<br />
Dehumidification division <strong>2008</strong> 2007 2006 2005 2004 2003 2002 2001 2000 1999<br />
Order intake, SEK M 2,133 2,001 1,693 1,500 1,352 1,275 1,482 1,532 1,346 1,132<br />
Net sales, SEK M 2,051 1,936 1,635 1,514 1,344 1,262 1,503 1,501 1,284 1,094<br />
Growth, % 5.9 18.4 8.0 12.6 6.5 –16.0 0.2 16.9 17.4 2.5<br />
Operating earnings, SEK M 201 234 194 159 138 109 163 152 136 81<br />
Operating margin, % 9.8 12.1 11.9 10.5 10.3 8.7 10.8 10.1 10.6 7.4<br />
Operating capital, SEK M 590 481 383 422 362 369 380 438 426 402<br />
Return on operating capital, % 38.7 52.0 50.4 40.9 39.2 29.3 40.6 34.2 35.0 21.6<br />
No. of permanent employees at period-end 1,301 1,180 900 853 781 771 816 798 802 739<br />
HumiCool division<br />
Order intake, SEK M 1,644 1,837 1,585 1,460 1,178 1,080 1,258 1,108 993 669<br />
Net sales, SEK M 1,743 1,765 1,514 1,343 1,138 1,103 1,215 1,079 966 689<br />
Growth, % –1.2 16.5 12.8 18.0 3.2 –9.2 12.6 11.8 40.2 8.9<br />
Operating earnings, SEK M 155 251 213 135 88 127 164 139 139 84<br />
Operating margin, % 8.9 14.2 14.1 10.1 7.8 11.5 13.5 12.9 14.4 12.2<br />
Operating capital, SEK M 581 497 391 440 432 474 513 470 476 392<br />
Return on operating capital, % 27.5 52.3 51.1 29.2 18.2 24.6 31.6 28.6 31.5 27.2<br />
No. of permanent employees at period-end 866 924 789 668 649 661 737 634 623 567<br />
MCS division<br />
Order intake, SEK M 2,770 2,630 2,541 2,444 2,102 1,987 2,041 1,331 1,008 835<br />
Net sales, SEK M 2,809 2,624 2,618 2,335 2,095 1,982 2,004 1,338 961 833<br />
Growth, % 7.1 0.2 12.1 11.5 5.7 –1.1 49.7 39.3 15.4 15.5<br />
Operating earnings, SEK M 48 129 159 153 141 122 192 153 83 97<br />
Operating margin, % 1.7 4.9 6.1 6.5 6.7 6.2 9.6 11.4 8.6 11.7<br />
Operating capital, SEK M 854 895 811 862 683 580 682 450 377 292<br />
Return on operating capital, % 5.5 15.5 19.7 21.8 23.0 19.6 33.4 36.3 25.4 38.6<br />
No. of permanent employees at period-end 1,944 1,918 1,845 1,706 1,615 1,618 1,620 1,135 940 827<br />
GEOGRAPHIC REGIONS<br />
Europe<br />
Net sales, SEK M 4,055 3,838 3,412 3,056 2,705 2,658 2,731 1,949 1,674 1,404<br />
Growth, % 5.7 12.5 11.6 13.0 1.8 –2.7 40.2 16.4 19.3 6.0<br />
Americas<br />
Net sales, SEK M 2,145 2041 1,872 1,683 1,501 1,347 1,577 1,592 1,231 970<br />
Growth, % 5.1 9.1 11.2 12.1 11.4 –14.6 –0.9 29.4 26.9 9.6<br />
Asia<br />
Net sales, SEK M 562 510 529 484 419 372 427 408 335 279<br />
Growth, % 10.3 –3.6 9.3 15.6 12.7 –12.9 4.7 21.8 20.1 16.9<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
48 12-quarter review<br />
GROUP <strong>2008</strong> 2007 2006<br />
Order intake, net sales and earnings Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1<br />
Order intake, SEK M 1,661 1,582 1,686 1,586 1,518 1,674 1,688 1,527 1,311 1,362 1,573 1,515<br />
Net sales, SEK M 1,881 1,597 1,548 1,545 1,737 1,597 1,524 1,404 1,462 1,408 1,456 1,386<br />
Growth, % 8.4 0.0 1.6 10.0 18.7 13.4 4.7 1.3 –5.2 6.9 22.1 28.5<br />
EBIT, SEK M 76 82 95 108 171 149 119 127 143 140 129 118<br />
EBIT margin, % 4.0 5.1 6.1 7.0 9.8 9.3 7.8 9.0 9.8 9.9 8.8 8.5<br />
Net earnings, SEK M 18 40 49 58 101 87 70 78 92 86 79 71<br />
Other key figures 1<br />
Investments in tangible assets, SEK M 32 29 41 43 42 56 53 34 53 44 26 30<br />
Operating cash flow, SEK M 158 49 13 -43 161 –25 8 45 61 138 110 66<br />
Net debt, SEK M 1,390 1,311 1,292 1,119 1,068 1,245 1,138 209 257 127 258 229<br />
Net debt/equity ratio, multiple 1.08 1.10 1.20 0.93 0.89 1.16 1.07 0.13 0.17 0.09 0.19 0.15<br />
Interest-coverage ratio, multiple 3.1 3.6 5.5 6.3 8.9 8.9 11.1 22.2 21.1 28.3 27.2 24.9<br />
No. of permanent employees at period-end 4,132 4,044 4,083 4,099 4,043 3,982 3,915 3,669 3,552 3,449 3,400 3,365<br />
Share data 1,2<br />
Earnings per share, SEK 0.24 0.53 0.66 0.78 1.34 1.16 0.95 1.04 1.23 1.15 1.06 0.96<br />
Equity per share, SEK 17.28 15.99 14.48 16.11 16.16 14.51 14.36 22.13 20.33 19.66 18.48 20.04<br />
Share price at period-end, SEK 38.40 48.50 57.25 68.50 76.75 93.00 107.50 100.67 106 95 80 88<br />
Market capitalization at period-end, SEK M 2,880 3,638 4,294 5,138 5,756 6,975 8,063 7,550 7,925 7,100 6,013 6,613<br />
1 <br />
From January 1, 2006, <strong>Munters</strong> has changed its accounting in accordance with the changes in IAS 19 so that actuarial gains and losses are now recognized in equity. Key<br />
figures for Q4 2005 to Q3 2006 are restated to comply with changes.<br />
2 <br />
Historical data for the share has been adjusted for the share split, redemption and bonus issue implemented in 2007.<br />
Definitions are presented on page 85.<br />
Group order intake<br />
SEK M<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08<br />
Q1 Q2 Q3 Q4<br />
Group net sales<br />
SEK M<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08<br />
Q1 Q2 Q3 Q4<br />
Group EBIT<br />
SEK M<br />
200<br />
150<br />
100<br />
50<br />
0<br />
99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08 99 00 01 02 03 04 05 06 07 08<br />
Q1 Q2 Q3 Q4
12-quarter review<br />
49<br />
DIVISIONS <strong>2008</strong> 2007 2006<br />
Dehumidification division Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1<br />
Order intake, SEK M 608 511 528 487 460 541 556 444 355 443 465 430<br />
Net sales, SEK M 645 495 478 433 534 504 527 371 432 423 419 360<br />
Growth, % 20.7 –1.7 –9.4 16.7 23.6 19.0 26.0 2.8 0.4 4.8 18.4 10.8<br />
Operating earnings, SEK M 75 48 45 33 72 55 69 38 65 51 49 29<br />
Operating margin, % 11.7 9.6 9.5 7.6 13.5 11.0 13.1 10.2 15.0 11.9 11.8 8.1<br />
Operating capital, SEK M 590 524 480 476 481 477 488 384 383 394 392 395<br />
No. of permanent employees at period-end 1,301 1,173 1,196 1,184 1,180 1,151 1,126 913 900 890 877 867<br />
HumiCool division<br />
Order intake, SEK M 314 369 525 436 395 460 518 465 333 340 462 450<br />
Net sales, SEK M 436 425 432 451 476 446 414 429 361 367 411 376<br />
Growth, % –8.5 –4.7 4.5 5.1 31.9 21.6 0.7 14.1 3.9 –2.0 16.7 39.9<br />
Operating earnings, SEK M 23 36 44 51 73 64 55 59 44 56 62 51<br />
Operating margin, % 5.3 8.5 10.2 11.4 15.3 14.3 13.3 13.8 12.2 15.2 15.2 13.6<br />
Operating capital, SEK M 581 582 567 542 497 494 492 452 391 392 399 436<br />
No. of permanent employees at period-end 866 908 914 959 924 911 855 832 789 698 672 695<br />
MCS division<br />
Order intake, SEK M 746 709 643 672 673 690 634 633 636 601 654 650<br />
Net sales, SEK M 809 686 645 669 739 666 605 614 686 638 635 660<br />
Growth, % 9.5 3.0 6.6 8.9 7.8 4.4 –4.6 –7.0 –11.5 13.5 26.0 33.6<br />
Operating earnings, SEK M –9 7 14 36 39 42 10 38 45 39 29 46<br />
Operating margin, % –1.1 1.0 2.2 5.3 5.3 6.3 1.7 6.2 6.5 6.1 4.6 7.0<br />
Operating capital, SEK M 854 880 856 871 895 885 790 805 811 779 779 824<br />
No. of permanent employees at period-end 1,944 1,942 1,952 1,938 1,918 1,903 1,916 1,906 1,845 1,842 1,830 1,784<br />
GEOGRAPHIC REGIONS<br />
Europe<br />
Net sales, SEK M 1,141 969 965 981 1,124 960 861 893 947 814 845 806<br />
Growth, % 1.5 0.9 12.1 9.8 18.7 18.0 1.8 10.8 8.3 3.6 14.1 22.9<br />
Americas<br />
Net sales, SEK M 637 543 490 475 499 550 560 432 412 487 498 474<br />
Growth, % 27.5 –1.2 –12.6 10.0 21.1 13.0 12.4 –8.9 –27.3 13.5 37.2 46.3<br />
Asia<br />
Net sales, SEK M 150 137 139 136 142 121 135 112 138 132 134 126<br />
Growth, % 5.5 13.2 3.0 21.9 3.1 –7.7 0.5 –11.2 8.7 4.9 16.4 7.5<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
50<br />
Income statement – Group<br />
Amounts in SEK M Notes <strong>2008</strong> 2007<br />
Net sales 5 6,570 6,262<br />
Cost of goods sold –4,854 –4,503<br />
Gross earnings 1,716 1,759<br />
Other operating income 6 11 0<br />
Selling costs –764 –653<br />
Administrative costs –513 –464<br />
Research and development costs –85 –70<br />
Other operating expenses 6 –3 –6<br />
EBIT – Earnings before interest and tax 7, 8 362 566<br />
Financial income 9 8 14<br />
Financial expenses 9 –85 –54<br />
Earnings after financial items 285 526<br />
Tax 10 –120 –190<br />
Net earnings 165 336<br />
Attributable to:<br />
Shareholders in the Parent Company 163 332<br />
Minority interest 2 4<br />
165 336<br />
Earnings per share 1<br />
– before dilution, SEK 11 2.21 4.49<br />
– after dilution, SEK 11 2.21 4.49<br />
1<br />
Attributable to shareholders in the Parent Company.
Cash-flow statement – Group<br />
51<br />
Amounts in SEK M Notes <strong>2008</strong> 2007<br />
OPERATING ACTIVITIES<br />
Earnings after financial items 285 526<br />
Reversal of items not affecting liquidity<br />
Depreciation and impairments 7 167 156<br />
Earnings from divestment and disposals of fixed assets 1 1<br />
Provisions for pensions and similar commitments 38 1<br />
Other provisions –18 –20<br />
Other profit/loss items not affecting liquidity –5 –1<br />
Total items not affecting liquidity 183 137<br />
Taxes paid –181 –187<br />
Cash flow from operating activities before changes in working capital 287 476<br />
Cash flow from changes in working capital<br />
Changes in inventory 43 –28<br />
Changes in accounts receivable 127 –102<br />
Changes in other receivables –17 –15<br />
Changes in accounts payable –59 31<br />
Changes in other liabilities –53 33<br />
41 –81<br />
Cash flow from operating activities 328 395<br />
INVESTING ACTIVITIES<br />
Acquisitions of enterprises 4, 14 –87 –316<br />
Sale of business segments 6 3 –<br />
Investments in tangible assets 12 –145 –185<br />
Investments in intangible assets 13 –12 –25<br />
Sales of tangible assets 5 4<br />
Changes in other financial assets 1 –<br />
Cash flow from investing activities –235 –522<br />
FINANCING ACTIVITIES<br />
Loans raised 409 1,061<br />
Amortization of loans –133 –214<br />
Dividend paid –189 –166<br />
Redemption of treasury shares 19 – –494<br />
Sales of treasury stock – 11<br />
Cash flow from financing activities 87 198<br />
Cash flow for the year 180 71<br />
Cash and cash equivalents at the beginning of the year 276 201<br />
Exchange-rate differences in cash and cash equivalents 34 4<br />
Cash and cash equivalents at end of year 490 276<br />
Interest received 7 8<br />
Interest paid 73 44<br />
OPERATING CASH FLOW<br />
Operating cash flow 177 189<br />
NET DEBT<br />
Short-term interest-bearing liabilities 41 32<br />
Long-term interest-bearing liabilities 1,653 1,168<br />
Defined-benefit pension plans 186 144<br />
Interest-bearing assets –490 –276<br />
Net debt 1,390 1,068<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
52<br />
Balance sheet – Group<br />
Amounts in SEK M at December 31 Notes <strong>2008</strong> 2007<br />
ASSETS<br />
Fixed assets<br />
Buildings and land 12 209 172<br />
Plant and machinery 12 149 144<br />
Equipment, tools, fixtures and fittings 8, 12 294 262<br />
Construction in progress 12 12 22<br />
Patents, licenses, brands and similar rights 13 143 110<br />
Goodwill 14 978 794<br />
Participation in associated companies 16 2 2<br />
Other financial assets 20 19<br />
Deferred tax assets 10 126 62<br />
Total fixed assets 1,933 1,587<br />
Current assets<br />
Raw materials and consumables 221 190<br />
Products in process 86 73<br />
Finished products and goods for resale 178 170<br />
Work in progress 97 91<br />
Advances to suppliers 7 12<br />
Accounts receivable 3 1,354 1,292<br />
Prepaid expenses and accrued income 17 117 65<br />
Derivative instruments 18 1 0<br />
Current income taxes 59 48<br />
Other financial assets 71 58<br />
Cash and cash equivalents 490 276<br />
Total current assets 2,681 2,275<br />
TOTAL ASSETS 4,614 3,862
Balance sheet – Group<br />
53<br />
Amounts in SEK M at December 31 Notes <strong>2008</strong> 2007<br />
EQUITY AND LIABILITIES<br />
Equity<br />
Attributable to shareholders in the Parent Company 19<br />
Share capital 131 131<br />
Reserves 99 –37<br />
Profit brought forward 1,048 1,101<br />
1,278 1,195<br />
Minority interest 19 7 7<br />
Total equity 1,285 1,202<br />
Long-term liabilities<br />
Interest-bearing liabilities 20 1,653 1,168<br />
Provisions for pensions and similar commitments 21 208 162<br />
Other provisions 22 2 3<br />
Other liabilities 11 3<br />
Deferred tax liabilities 10 87 47<br />
Total long-term liabilities 1,961 1,383<br />
Current liabilities<br />
Interest-bearing liabilities 20 41 32<br />
Advances from customers 107 99<br />
Accounts payable 537 496<br />
Accrued expenses and deferred income 23 430 377<br />
Derivative instruments 18 2 1<br />
Current income taxes 40 70<br />
Other liabilities 143 136<br />
Provisions for pensions and similar commitments 21 9 10<br />
Other provisions 22 59 56<br />
Total current liabilities 1,368 1,277<br />
TOTAL EQUITY AND LIABILITIES 4,614 3,862<br />
Pledged assets 24 1 5<br />
Contingent liabilities 24 2 3<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
54<br />
Statement of the Group’s recognized income and expenses<br />
Amounts in SEK M <strong>2008</strong> 2007<br />
Income and expenses recognized directly in equity<br />
Actuarial gains and losses pertaining to remuneration after termination of employment,<br />
including special employer’s contribution –44 3<br />
Cash-flow hedges:<br />
– profit/(loss) recognized in equity 0 0<br />
– transferred to income statement for the period –1 –1<br />
Exchange-rate differences on translation of foreign subsidiaries 137 10<br />
Tax on items recognized directly in or transferred from equity 13 0<br />
Total income and expenses recognized directly under equity 105 12<br />
Profit for the period <strong>report</strong>ed in the income statement 165 336<br />
Total income and expenses recognized for the period 270 348<br />
Attributable to:<br />
Parent Company’s shareholders 268 344<br />
Minority interests 2 4<br />
270 348<br />
Refer also to Note 19.
Financial statements – Parent Company<br />
55<br />
INCOME STATEMENT<br />
Amounts in SEK M Notes <strong>2008</strong> 2007<br />
Net sales 51 51<br />
Gross earnings 51 51<br />
Selling costs 0 0<br />
Administrative costs –99 –78<br />
Other operating income 6 2 2<br />
Other operating expenses 6 1 –1<br />
Operating earnings 7 –45 –26<br />
Income from participations in<br />
Group companies 9, 15 270 258<br />
Financial income 9 71 67<br />
Financial expenses 9 –71 –42<br />
Earnings after financial items 225 257<br />
Change in tax allocation reserve –4 –15<br />
Tax 10 14 4<br />
Net earnings 235 246<br />
CHANGES IN EQUITY<br />
Amounts in SEK M<br />
Share Statutory Premium<br />
capital reserve reserve<br />
Profit<br />
brought<br />
forward<br />
Total<br />
equity<br />
December 31, 2006 125 76 2 1,066 1,269<br />
Group contributions – – – 46 46<br />
Net profit – – – 246 246<br />
Total income and<br />
expenses – – – 292 292<br />
Bonus issue 6 – – –6 0<br />
Sale of treasury shares – – – 11 11<br />
Redemption of treasury<br />
shares – – – –494 –494<br />
Dividend to Parent<br />
Company shareholders – – – –166 –166<br />
December 31, 2007 131 76 2 703 912<br />
Group contributions – – – 44 44<br />
Net earnings – – – 235 235<br />
Total income and<br />
expenses – – – 279 279<br />
Dividend to Parent<br />
Company shareholders – – – –185 –185<br />
December 31, <strong>2008</strong> 131 76 2 797 1,006<br />
BALANCE SHEET<br />
Amounts in SEK M at December 31 Notes <strong>2008</strong> 2007<br />
ASSETS<br />
Fixed assets<br />
Equipment, tools, fixtures and fittings 24 19<br />
Patents, licenses, brands and<br />
similar rights 18 17<br />
Participation in subsidiaries 15 791 690<br />
Receivables from subsidiaries 1,783 1,385<br />
Other financial assets 2 2<br />
Total fixed assets 2,618 2,113<br />
Current assets<br />
Prepaid expenses and accrued income 17 12 6<br />
Receivables from subsidiaries 36 82<br />
Current income taxes 7 4<br />
Other financial assets 37 6<br />
Cash and cash equivalents 227 75<br />
Total current assets 319 173<br />
TOTAL ASSETS 2,937 2,286<br />
EQUITY AND LIABILITIES<br />
Equity<br />
Share capital 131 131<br />
Statutory reserve 76 76<br />
Restricted equity 207 207<br />
Premium reserve 2 2<br />
Profit brought forward 562 457<br />
Profit for the year 235 246<br />
Unrestricted equity 799 705<br />
Total equity 1,006 912<br />
Untaxed reserves 19 15<br />
Long-term liabilities<br />
Interest-bearing liabilities 20 1,637 1,137<br />
Provisions for pensions and similar<br />
commitments 21 39 37<br />
Total long-term liabilities 1,676 1,174<br />
Current liabilities<br />
Accounts payable 5 6<br />
Accrued expenses and<br />
deferred income 23 15 10<br />
Liabilities to subsidiaries 197 152<br />
Current income taxes 17 14<br />
Other liabilities 2 3<br />
Total current liabilities 236 185<br />
TOTAL EQUITY AND LIABILITIES 2,937 2,286<br />
Pledged assets 24 – –<br />
Contingent liabilities 24 126 110<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
56 Financial statements – Parent Company<br />
CASH-FLOW STATEMENT<br />
Amounts in SEK M Notes <strong>2008</strong> 2007<br />
OPERATING ACTIVITIES<br />
Earnings after financial items 225 257<br />
Reversal of items not affecting liquidity<br />
Depreciation and impairments 7 6 3<br />
Earnings from divestment and<br />
disposals of fixed assets 1 1<br />
Provisions for pensions and similar<br />
commitments 2 1<br />
Other profit/loss items not affecting<br />
liquidity 195 0<br />
Total items not affecting liquidity 204 5<br />
Taxes paid 10 6<br />
Cash flow from operating activities<br />
before changes in working capital 439 268<br />
Cash flow from changes in working capital<br />
Changes in accounts receivable 0 0<br />
Changes in other receivables –309 –441<br />
Changes in accounts payable 1 4<br />
Changes in other liabilities 51 57<br />
–257 –380<br />
Cash flow from operating activities 182 –112<br />
INVESTING ACTIVITIES<br />
Acquisitions of enterprises 4 –79 –<br />
Investments in tangible assets 12 –8 –8<br />
Investments in intangible assets 13 –4 –14<br />
Changes in other financial assets –57 –33<br />
Cash flow from investing activities –148 –55<br />
FINANCING ACTIVITIES<br />
Loans raised 409 1,083<br />
Amortization of loans –106 –214<br />
Dividend paid –185 –166<br />
Redemption of treasury shares – –494<br />
Sales of treasury shares – 11<br />
Cash flow from financing activities 118 220<br />
Cash flow for the year 152 53<br />
Cash and cash equivalents at the<br />
beginning of the year 75 22<br />
Exchange-rate differences in cash<br />
and cash equivalents<br />
– –<br />
Cash and cash equivalents at<br />
the end of the year 227 75<br />
Interest received 71 61<br />
Interest paid 69 41<br />
NET DEBT<br />
Long-term interest-bearing liabilities 1,637 1,137<br />
Defined-benefit pension plans 39 37<br />
Interest-bearing assets –227 –75<br />
Net debt 1,449 1,099
Notes<br />
57<br />
Contents, Notes<br />
Note<br />
Page<br />
1 57 Accounting principles<br />
2 63 Significant estimations and assessments<br />
3 63 Financial risk management<br />
4 65 Business combinations<br />
5 67 Segment <strong>report</strong>ing<br />
6 69 Other operating income and operating expenses<br />
7 69 Depreciation and impairments<br />
8 69 Leasing<br />
9 70 Financial income and expenses<br />
10 70 Income taxes<br />
11 71 Earnings per share<br />
12 71 Tangible assets<br />
13 72 Patents, licenses, brands and similar rights<br />
14 72 Goodwill<br />
15 73 Participation in subsidiaries<br />
16 73 Participation in associated companies<br />
17 73 Prepaid expenses and accrued income<br />
18 73 Financial instruments<br />
19 74 Equity<br />
20 75 Interest-bearing liabilities<br />
21 75 Provisions for pensions and similar commitments<br />
22 77 Other provisions<br />
23 77 Accrued expenses and deferred income<br />
24 77 Pledged assets and contingent liabilities<br />
25 78 Transactions with related parties<br />
26 78 Average number of employees, absence due to illness,<br />
gender distribution<br />
27 79 Wages, salaries and other remuneration and social<br />
security expenses<br />
28 79 Remuneration to Board members and senior executives<br />
29 80 Outstanding incentive programs<br />
30 81 Fees to auditors<br />
31 81 Events after closing date<br />
32 81 Company information<br />
Amounts are stated in millions of Swedish kronor (SEK M), unless<br />
otherwise stated. Amounts in parentheses are the values for the<br />
preceding year.<br />
NOTE 1<br />
Accounting principles<br />
1.1 Regulations applied<br />
The consolidated accounts have been prepared in accordance<br />
with the International Financial Reporting Standards (IFRS). Since<br />
the Parent Company is an EU company, only IFRS approved by<br />
the EU are applied.<br />
Moreover, the consolidated accounts have been prepared<br />
in accordance with Swedish law through the application of the<br />
Swedish Financial Reporting Board’s Recommendation RFR 1.2<br />
(Supplementary Accounting Rules for Groups).<br />
The Parent Company’s annual <strong>report</strong> has been prepared in<br />
accordance with Swedish law and through application of the<br />
Swedish Financial Reporting Board’s Recommendation RFR 2.2<br />
(Accounting for Legal Entities). This implies that the IFRS valuation<br />
and disclosure rules are applied, with the exception of the deviations<br />
indicated in the section entitled “Parent Company’s accounting<br />
principles”. Both Recommendations RFR 1.2 and 2.2 are to be<br />
applied to the presentation of the financial statements that pertain<br />
to fiscal years beginning January 1, 2009 or later, although earlier<br />
application is encouraged. <strong>Munters</strong> has decided to apply these<br />
Recommendations in the <strong>2008</strong> <strong>Annual</strong> Report.<br />
1.2 Basis on which the accounts have been prepared<br />
The consolidated accounts are based on historical acquisition<br />
values, with the exception of derivative financial instruments.<br />
1.3 Basis of consolidation<br />
The consolidated accounts encompass the Parent Company and<br />
its subsidiaries. The financial statements for the Parent Company<br />
and its subsidiaries that are included in the consolidated accounts<br />
refer to the same period and have been prepared in accordance<br />
with the accounting principles that apply to the Group.<br />
All intra-Group transactions, revenues, costs, profits or losses<br />
that arise in transactions between companies included in the<br />
consolidated accounts have been entirely eliminated.<br />
Subsidiaries Subsidiaries refers to a company in which the<br />
Parent Company directly or indirectly holds more than half of the<br />
voting rights or otherwise has a controlling influence.<br />
A subsidiary is included in the consolidated accounts as of the<br />
time of its acquisition, which is the day when the Parent Company<br />
acquires a controlling influence, and is included in the consolidated<br />
accounts until the day on which the controlling influence ceases.<br />
Subsidiaries are <strong>report</strong>ed in accordance with the purchase<br />
method, entailing that identifiable assets and liabilities in the acquired<br />
company are <strong>report</strong>ed at the fair values determined by the<br />
purchaser on the acquisition date.<br />
Minority interest The minority interest is the portion of earnings<br />
and of net assets of non-wholly owned subsidiaries that accrues<br />
to owners other than the Parent Company’s owners. The minority<br />
share in the company’s net earnings is included in the earnings <strong>report</strong>ed<br />
in the consolidated accounts and the share in its net assets<br />
is included in the equity <strong>report</strong>ed in the consolidated balance sheet.<br />
Associated companies Associated companies refers to companies<br />
in which the Parent Company directly or indirectly has a<br />
long-term holding corresponding to not less than 20 percent and<br />
not more than 50 percent of the voting rights or otherwise holds a<br />
significant influence.<br />
Associated companies are <strong>report</strong>ed in accordance with the<br />
equity method. This means that the consolidated balance sheet<br />
includes the acquisition cost of the shares, plus the Group’s share<br />
in the earnings of associated companies after acquisition and after<br />
deduction of dividends received. The consolidated income statement<br />
includes the participation in the earnings of the associated<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
58 Notes<br />
companies after tax, with deduction, where applicable, of impairments<br />
of goodwill and amortization of surplus values.<br />
Translation of the accounts of foreign subsidiaries The<br />
subsidiaries’ items in the balance sheet are valued in the relevant<br />
functional currency, which would normally be identical to the local<br />
currency in the particular country. The consolidated financial<br />
statements are presented in Swedish kronor, which is the Parent<br />
Company’s functional currency. The income statement and balance<br />
sheets for the foreign subsidiaries are translated into Swedish<br />
kronor. The balance sheets are translated at the closing rates<br />
of exchange. The income statements are translated at the average<br />
exchange rate during the period. Exchange-rate differences do<br />
not affect earnings, but are <strong>report</strong>ed directly under equity. The following<br />
currency rates have been used in currency translations.<br />
Average rate<br />
Closing rate of<br />
exchange<br />
Currency Country <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
AUD Australia 5.53 5.66 5.36 5.66<br />
CAD Canada 6.17 6.31 6.30 6.59<br />
CNY China 0.95 0.89 1.13 0.89<br />
DKK Denmark 1.29 1.24 1.47 1.27<br />
EUR Euro 9.61 9.25 10.94 9.47<br />
GBP United Kingdom 12.09 13.53 11.25 12.91<br />
JPY Japan 0.064 0.057 0.086 0.057<br />
NOK Norway 1.17 1.15 1.10 1.19<br />
SGD Singapore 4.64 4.48 5.38 4.47<br />
THB Thailand 0.20 0.21 0.22 0.22<br />
USD USA 6.58 6.76 7.75 6.47<br />
ZAR South Africa 0.80 0.96 0.82 0.94<br />
1.4 Changed accounting principles for the Group<br />
The applied accounting principles are the same as the principles<br />
applied in the preceding year with the exceptions described<br />
below. During the year, <strong>Munters</strong> introduced the following statements<br />
from the IFRIC and changes in standards from the IASB as<br />
of January 1, <strong>2008</strong>. Other changes in standards and statements<br />
were not deemed relevant for <strong>Munters</strong>.<br />
IFRIC 11 IFRS 2 Group and Treasury Share Transactions,<br />
including Group-internal The Group has introduced IFRIC 11 to<br />
the extent that it is applicable to the consolidated accounts. The<br />
interpretation requires that a contract in which an employee is<br />
allotted a right to the company’s equity instruments is recognized<br />
as a share-based payment, even if the company purchases the instrument<br />
from an external party or if the shareholders provide the<br />
required equity instruments. The Group has updated the accounting<br />
principles to comply with this interpretation. The Group has not<br />
issued any instruments that are affected by this interpretation.<br />
IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset,<br />
Minimum Funding Requirements and their Interaction The interpretation<br />
addresses the issue of how asset ceilings and lowest<br />
funding requirements according to defined-benefit pension plans<br />
should be calculated according to IAS 19 Employee Benefits. The<br />
Group has updated the accounting principles to comply with this<br />
interpretation. The Group’s defined-benefit pension plans show<br />
deficits, meaning that the application of this interpretation did not<br />
affect the Group’s financial position or earnings.<br />
IAS 16 Property, Plant and Equipment The concept of “net<br />
sales value” is replaced by “fair value less selling costs.” The<br />
Group has updated the accounting principles to comply with this<br />
change, which did not result in any change in the Group’s financial<br />
position or earnings.<br />
1.4.1 Introduction of new accounting principles<br />
The new standards, interpretations and revisions that must be applied<br />
for the 2009 fiscal year or later are presented below. <strong>Munters</strong><br />
does not intend to apply any of these in advance. <strong>Munters</strong> has<br />
elected only to comment on standards and interpretations that<br />
are deemed to be or may become relevant for the Group and its<br />
operations.<br />
IFRS 8 Operating Segments This standard contains disclosure<br />
requirements regarding the Group’s operating segments and replaces<br />
the requirement to define primary and secondary segments<br />
based on business segments and geographic areas according to<br />
IAS 14. Instead, the new standard requires that segment information<br />
is presented from management’s perspective, meaning that it<br />
is presented in the manner used in internal <strong>report</strong>ing. <strong>Munters</strong> will<br />
<strong>report</strong> the three divisions MCS, HumiCool and Dehumidification as<br />
operating segments. IFRS 8 will be applied for the 2009 fiscal year.<br />
Amendment to IAS 27 Consolidated and Separate Financial<br />
Statements The amendment to IAS 27 requires that all dividends<br />
from subsidiaries, jointly controlled units or associated companies<br />
are recognized in the income statement in the separate financial<br />
statements. The amendment must be applied for fiscal years<br />
beginning on January 1, 2009 or later and is applied progressively.<br />
The new requirements only affect the Parent Company’s separate<br />
financial statements and have no affect on the consolidated accounts.<br />
The Parent Company has no ownership interests in units<br />
that entail joint control with another party.<br />
IFRS 3 (Revised) Business Combinations and IAS 27 Consolidated<br />
and Separate Financial Statements (Revised) The revised<br />
standards must be applied for fiscal years beginning on July<br />
1, 2009 or later. IFRS 3 (Revised) introduces a number of changes<br />
in the <strong>report</strong>ing of business combinations taking place after this<br />
date, which will affect the magnitude of recognized goodwill, recognized<br />
earnings in the period in which the acquisition takes place<br />
and recognition of future earnings.<br />
IAS 27 (Revised) requires that changes in ownership shares in<br />
a subsidiary in which the majority owner does not lose the controlling<br />
influence are recognized as equity transactions. As a result,<br />
these transactions will no longer give rise to goodwill or result in<br />
any gains or losses. Furthermore, IAS 27 (Revised) changes the<br />
<strong>report</strong>ing of losses that arise in partially owned subsidiaries, as<br />
well as loss of control of a subsidiary. As a result of these amendments,<br />
consequential changes were made in IAS 7 Cash Flow<br />
Statements, IAS 12 Income Taxes, IAS 21 The Effects of Changes<br />
in Foreign Exchange Rates, IAS 28 Investments in Associates and<br />
IAS 31 Interests in Joint Ventures.<br />
The changes in IFRS 3 (Revised) and IAS 27 (Revised) will<br />
affect the <strong>report</strong>ing of future acquisitions, loss of control and<br />
transactions with minority owners. The revised standard may be<br />
applied in advance, but the Group does not intend to take advantage<br />
of this option.<br />
IAS 1 Presentation of Financial Statements (Revised) The<br />
revised standard will apply for the 2009 fiscal year. The standard<br />
distinguishes between changes in equity resulting from transactions<br />
with owners and other changes. The statement of changes in equity<br />
will only contain details relating to owner transactions. Other changes<br />
than owner transactions in equity will be presented as a single<br />
item in the statement of changes in equity. In addition, the standard<br />
introduces the concept of “<strong>report</strong> of total earnings for the period,”<br />
which shows all items relating to income and expenses, either in a<br />
separate statement or in two related statements. The Group has not<br />
yet established whether one or two statements will be used.
Notes<br />
59<br />
IAS 23 Borrowing Costs (Revised) The standard requires capitalization<br />
of borrowing costs when they are attributable to assets that<br />
necessarily take significant time to complete for the intended use<br />
or sale. The revised IAS 23 must be applied for fiscal years starting<br />
on January 1, 2009 or later. This revision is expected to affect<br />
<strong>Munters</strong> in conjunction with the establishment of new plants and<br />
major expansions of existing plants when financed by borrowing.<br />
Minor amendments and clarifications to existing IFRS The<br />
Group has not begun applying the amendments described below,<br />
and they are not deemed to have any significant effect on the<br />
financial <strong>report</strong>s.<br />
– IFRS 7 Financial Instruments: Disclosures Elimination of<br />
reference to “total interest income” as a component in financial<br />
expenses.<br />
– IAS 10 Events After the Reporting Period Clarification that a<br />
dividend announced after the closing date does not constitute<br />
an obligation.<br />
– IAS 16 Property, Plant and Equipment Tangible fixed assets<br />
that are held for leasing and which are subsequently sold as a<br />
matter of routine in ongoing operations at the end of the leasing<br />
period are transferred to inventory when the lease expires and<br />
are held for sale.<br />
– IAS 18 Revenue The term “direct costs” is replaced with the term<br />
“transaction costs” to correspond with the definition in IAS 39.<br />
– IAS 19 Employee Benefits The definitions of “costs relating to<br />
service during previous periods”, “return on managed assets”<br />
and “current” and “other long-term” employee benefits were<br />
revised. Changes in plans that result in a reduction of benefits<br />
in relation to future services are recognized as a reduction, The<br />
reference to the obligation to <strong>report</strong> contingent liabilities in line<br />
with IAS 37 was eliminated.<br />
– IAS 20 Accounting for Government Grants and Disclosure of<br />
Government Assistance Loans granted in the future at low or no<br />
interest will not be exempted from the requirement to recognize<br />
implicit interest. The difference between the amount received<br />
and the discounted amount will be recognized as a government<br />
grant. Furthermore, a number of terms were revised for better<br />
agreement with other terms in IFRS.<br />
– IAS 27 Consolidated and Separate Financial Statements When<br />
a parent company in the separate financial statements recognizes<br />
holdings of subsidiaries at fair value in accordance with<br />
IAS 39, the same principle must be applied when the subsidiary<br />
is later classified as held for sale.<br />
– IAS 39 Financial Instruments: Recognition and Measurement<br />
Certain changes in circumstances with respect to derivatives<br />
are not considered as reclassification and, as a result, they can<br />
be removed from or included in the category “fair value via the<br />
income statement” after the first <strong>report</strong>ing date. The reference in<br />
IAS 39 to “segment” in determining whether an instrument shall<br />
be classed as a hedge was eliminated. The amendment requires<br />
application of a modified effective interest rate in conjunction<br />
with revaluation of debt instruments that are no longer recognized<br />
as a fair-value hedge.<br />
1.5 Accounting principles applied<br />
Business combinations IFRS 3 (Business combinations) is applied<br />
to acquisitions of operations carried out on or after January 1,<br />
2004, which complies with IFRS 1 and is consequently an exception<br />
from the main rule on retroactive application of IFRS.<br />
IFRS 3 implies that the fair value of the identifiable assets and<br />
liabilities of the acquired operations is established at the time of<br />
acquisition. These fair values also include participations in the<br />
assets and liabilities attributable to any remaining minority owners<br />
of the acquired operations. Identifiable assets and liabilities also<br />
include assets, liabilities and provisions, including commitments<br />
and claims from external parties that are not <strong>report</strong>ed in the balance<br />
sheet of the acquired operations. Provisions are not made<br />
for expenses concerning projected restructuring measures resulting<br />
from the acquisition. The difference between the acquisition<br />
value of the acquisition and the acquired share in the fair value of<br />
the net assets of the acquired operations is classified as goodwill<br />
and <strong>report</strong>ed in the balance sheet.<br />
The useful life of each intangible asset is established and<br />
amortized over the period of useful life. If the useful life is deemed<br />
indefinite, no impairment takes place. An assessment that causes<br />
the useful life of an intangible asset to become indefinite takes all<br />
relevant circumstances into account and is based on the premise<br />
that there is no predictable maximum time limit for the net cash<br />
flow generated by the asset. The useful life of goodwill is generally<br />
assumed to be indefinite.<br />
Fixed assets Fixed assets are <strong>report</strong>ed on the balance sheet<br />
at acquisition value less accumulated depreciation according<br />
to plan and any applicable impairments. The assets of acquired<br />
companies are <strong>report</strong>ed at fair value on the date of acquisition<br />
with deduction of accumulated depreciation.<br />
The acquisition value of the asset is depreciated according to<br />
the straight-line method down to the estimated residual value over<br />
the expected useful life of the asset. Anticipated useful lives are<br />
specified in Note 7. The assets’ remaining useful life is reviewed on<br />
every closing date and is adjusted if necessary.<br />
Buildings, machinery and equipment Land is not subject to<br />
depreciation since it is considered to have an indefinite useful life.<br />
Normal maintenance and repair costs are expensed as they<br />
arise. More extensive renovation and upgrade costs are <strong>report</strong>ed as<br />
an asset and depreciated over the remaining useful life of the object.<br />
Goodwill Goodwill is the value by which the acquisition price<br />
exceeds the fair value of the net assets acquired in conjunction with<br />
the acquisition of a company or an acquisition of assets and liabilities.<br />
Goodwill arising from the acquisition of associated companies<br />
is included in the carrying amount of the associated company.<br />
Patents, licenses and similar intangible rights Direct external expenses<br />
for the development of software for internal administrative<br />
use are capitalized, provided future efficiency gains are likely and<br />
exceed the expenses committed. Activities during the preliminary<br />
study phase, and maintenance and training costs, are expensed<br />
on a regular basis.<br />
Impairment testing When there is an indication that an asset’s<br />
value has declined, the carrying amount of the asset is assessed.<br />
Goodwill and other intangible assets with an indefinite useful life<br />
are impairment-tested at least once a year.<br />
If an asset’s carrying amount exceeds its estimated recoverable<br />
amount, the asset is impaired to its recoverable amount. The<br />
recoverable amount is the higher of net sale value and value in<br />
use. The recoverable amount is assessed for each cash-generating<br />
unit individually.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
60 Notes<br />
“Net sale value” refers to the most likely sale price in a normally<br />
functioning market, with deduction of selling costs. ”Value in use”<br />
refers to the present value of the estimated future cash flows that<br />
are expected to result from the use of the asset and the estimated<br />
residual value at the end of the asset’s useful life.<br />
Value in use is generally measured using discounted cash-flow<br />
models, which requires assumptions of such parameters as a<br />
discount rate, future cash flows and the expenses necessary to<br />
create the assessed cash flows.<br />
Any previously <strong>report</strong>ed impairment is reversed if the recoverable<br />
amount is considered to exceed the carrying amount. No<br />
reversal occurs of an amount greater than what would cause the<br />
carrying amount to correspond to what it would have been if no<br />
impairment had been recognized in a prior period.<br />
Goodwill is impairment tested using the following method. The<br />
goodwill value established on the date of acquisition is distributed<br />
among cash-generating units or groups of cash-generating units,<br />
which are expected to contribute advantages from synergistic<br />
effects resulting from the acquisition. Assets and liabilities already<br />
in the Group at the time of acquisition can be assigned to these<br />
cash-generating units. Each such cash flow to which goodwill is<br />
distributed corresponds to the lowest level of the Group at which<br />
goodwill is monitored in the management of the Company. This<br />
is a unit of the Group that is not larger than a segment – that is, a<br />
division or geographic region in the Group’s segment <strong>report</strong>ing.<br />
Goodwill impairment is not reversed.<br />
Inventories Inventory is valued at the lower of acquisition cost<br />
or net sales value (fair value). Required impairments are made for<br />
obsolescence based on each item’s age and inventory turnover<br />
rate. Acquisition value is determined by applying the first-in, first-out<br />
method or weighted average prices, if that method results in a good<br />
approximation of the first-in, first-out method. For internally manufactured<br />
products, the acquisition value consists of direct manufacturing<br />
costs plus a reasonable share of indirect manufacturing<br />
costs. Interest expenses are not included in inventories. Normal<br />
capacity utilization has been taken into account in valuations.<br />
Work in progress on behalf of another party Work in progress<br />
consists of committed expenses attributable to currently incomplete<br />
work.<br />
Cash and cash equivalents Cash and cash equivalents are<br />
defined as cash and bank balances plus current investments with<br />
maturity periods not exceeding three months. Utilized overdraft<br />
facilities are <strong>report</strong>ed under short-term loans.<br />
Equity Expenses for the purchase of treasury shares reduce<br />
equity in both the Parent Company and the Group. When these<br />
shares are sold, the proceeds of the sale are included in equity.<br />
Provisions Provisions are <strong>report</strong>ed when the Group has or may<br />
be considered to have an obligation as a result of events that have<br />
occurred and where it is probable that payment will be required<br />
to fulfill the obligation. An additional prerequisite is that it must be<br />
possible to reliably estimate the amount to be paid.<br />
A provision is made for restructuring measures when a<br />
detailed, formal plan of the measures exists and well-founded<br />
expectations have been created among those who will be affected<br />
by the measures.<br />
Employee benefits Within the Group, there are several definedcontribution<br />
plans and several defined-benefit plans and other longterm<br />
employee benefits, including some with management assets<br />
in special trusts or the equivalent. In defined-contribution plans,<br />
the company pays a pre-determined premium to a separate legal<br />
entity and does not have any legal or informal obligation to make<br />
additional payments, if the legal entity should prove to have insufficient<br />
assets when compensation to the employee is to be paid. All<br />
other plans for benefits when employment ends are defined-benefit<br />
plans. Pension plans are mainly funded through premiums paid by<br />
the various Group companies. Independent actuaries compute the<br />
amount of the commitments of the various plans and reassess pension<br />
plan commitments every year.<br />
Regarding defined-benefit plans, pension costs are calculated<br />
using the Projected Unit Credit Method, so that the cost is distributed<br />
over the employee’s working life. These commitments are valued<br />
at the present value of the anticipated future payments calculated<br />
using a discount rate that corresponds to the interest on high-quality<br />
commercial paper or government bonds with a remaining term that<br />
approximately corresponds to that of the commitments. For funded<br />
plans, the pension commitment is <strong>report</strong>ed net after deduction of<br />
the plan assets. Actuarial gains and losses are <strong>report</strong>ed against<br />
equity, net after deferred tax, in the period they occurred.<br />
In Sweden, special employers’ contributions pertaining to<br />
actuarial gains/losses are <strong>report</strong>ed in equity.<br />
The Group’s payments relating to defined-contribution plans<br />
are <strong>report</strong>ed as an expense during the period the employee performed<br />
the services to which the contribution relates.<br />
Other long-term employee benefits include benefits in conjunction<br />
with anniversaries or other benefits to long-term employees.<br />
Recognition of these benefits differs from defined-benefit plans<br />
whereby actuarial gains and losses are recognized in the income<br />
statement and all expenses pertaining to employment during<br />
previous periods are recognized immediately.<br />
Stock options program Employees have paid a market premium<br />
for the stock options program that <strong>Munters</strong> has implemented<br />
(see Note 29). The stock option programs contain a subsidy implying<br />
that the employee receives the equivalent of 60 percent of the<br />
option premium in the form of a cash bonus, provided the option<br />
holder is employed during the period when the options may be<br />
exercised. This subsidy and the related social security payments<br />
are calculated and allocated as a personnel cost over the vesting<br />
period – that is, from the time of issuance of the options until the<br />
vesting conditions have been fulfilled.<br />
Warranty commitments Warranty costs are <strong>report</strong>ed as cost<br />
of goods sold. Provisions for warranty costs are calculated at a<br />
standard rate in an amount that corresponds to average warranty<br />
costs in relation to sales in the most recent 24-month period, with<br />
an adjustment for known warranty claims exceeding the standard<br />
provision. Provisions for warranty commitments are related to the<br />
stated warranty period.<br />
Leasing Leases are classified either as financial or operating<br />
leases. Leases in which <strong>Munters</strong> adopts essentially the same legal<br />
position as in direct ownership of the asset are classified as financial<br />
leases. Reporting of financial leases entails recognizing a fixed<br />
asset as an asset item in the balance sheet, at the lower of the<br />
market value of the asset and the estimated present value of the<br />
underlying lease payments, and initially <strong>report</strong>ing a corresponding<br />
liability. The asset is depreciated according to plan over its useful<br />
life, while the lease payments are <strong>report</strong>ed as interest and amortization<br />
of the liability. For operating lease, the lease payments are<br />
expensed in the income statement over the lease period.<br />
Revenue Net sales are <strong>report</strong>ed at the sale value after deduction<br />
of discounts and value added tax and other taxes.<br />
Income from the sale of goods is <strong>report</strong>ed upon delivery, at<br />
which point essentially all risks and rights are transferred to the<br />
purchaser. This normally implies that sales are <strong>report</strong>ed on delivery<br />
to the customer in accordance with the conditions of sale.<br />
Income from major project assignments is <strong>report</strong>ed in relation<br />
to the degree of completion on the closing date, provided the<br />
profit can be reliably calculated. Degree of completion is determined<br />
mainly on the basis of committed project costs in relation
Notes<br />
61<br />
to estimated project costs upon completion. Any expected losses<br />
are expensed directly.<br />
In the MCS division, there are numerous small projects with<br />
short completion periods (the average being between two and<br />
12 weeks). For practical reasons, income from such projects is<br />
<strong>report</strong>ed on completion in connection with the issuing of a final<br />
invoice to the customer.<br />
Key categories of revenue are defined in Note 5, whereby Dehumidification<br />
and HumiCool refer to the sale of goods and MCS<br />
refers to services rendered.<br />
Interest income on receivables is calculated using the effective<br />
interest method. Interest income includes the accrued amount of<br />
transaction costs and possible discounts, premiums and other<br />
differences between the original value of the receivable and the<br />
amount received when due.<br />
Research and development costs The Group’s expenses for<br />
research are expensed as they are incurred. Under certain circumstances,<br />
development costs can be capitalized, but this requires,<br />
among other things, that future economic benefits can be shown<br />
at the time when the costs arise. There is currently no such project,<br />
and development costs are therefore also expensed as they arise.<br />
Borrowing costs Borrowing costs are <strong>report</strong>ed as costs in the<br />
period in which they arise, regardless of how the borrowed funds<br />
are employed.<br />
Government grants Government grants are <strong>report</strong>ed at fair<br />
value when it may be presumed with reasonable certainty that a<br />
grant will be received and that the Group will fulfill all the conditions<br />
attached thereto.<br />
Government grants related to the acquisition of assets are<br />
<strong>report</strong>ed in the balance sheet through the reduction by the grant of<br />
the carrying amount of the asset. Government grants attributable to<br />
costs are <strong>report</strong>ed as deferred income and recognized as revenue<br />
as the costs that the grant is designed to offset arise. When a government<br />
grant is attributable neither to the acquisition of assets nor<br />
to remuneration of costs, it is <strong>report</strong>ed as other income.<br />
Transactions in foreign currency Transactions in foreign currency<br />
are translated at the exchange rate on the transaction date.<br />
Monetary assets and liabilities in foreign currencies are translated<br />
at the closing rate of exchange and any resulting translation differences<br />
are <strong>report</strong>ed to earnings. Accordingly, both realized and<br />
unrealized exchange-rate differences are <strong>report</strong>ed in the income<br />
statement. Exchange-rate differences concerning operating<br />
receivables and liabilities are <strong>report</strong>ed under operating earnings,<br />
while exchange-rate differences attributable to financial assets<br />
and liabilities are <strong>report</strong>ed as a financial expense.<br />
Financial instruments Financial instruments are all forms of<br />
contract that give rise to a financial asset in one company and a<br />
financial liability or an equity instrument in another company.<br />
Classification of financial instruments is in the following categories:<br />
(a) financial instruments valued at fair value via the income<br />
statement, (b) loan or accounts receivables, (c) financial instruments<br />
held until maturity, (d) financial instruments available for<br />
sale and (e) other financial liabilities. Classification depends on the<br />
objective in acquiring the instrument. Management establishes<br />
the classification of the instruments when first <strong>report</strong>ed and reassesses<br />
this decision on every <strong>report</strong>ing date. All financial instruments<br />
are recognized from the transaction date.<br />
Classification of financial assets and liabilities<br />
(a) Financial instruments valued at fair value via the income<br />
statement This category has two sub-groups: financial assets<br />
held for trade and such assets as are initially classified as<br />
valued at fair value via the income statement. A financial asset<br />
is classed in this category if it was acquired primarily with the<br />
intention to sell it shortly or if this classification was determined<br />
by management. Derivative instruments are also classified as<br />
held for trade, if they are not identified as hedges. Assets in this<br />
category are classed as current assets either if they are held<br />
for trade or expected to be realized within 12 months from the<br />
balance-sheet date. <strong>Munters</strong> has financial assets classified in<br />
this category.<br />
(b) Loan and accounts receivable Loan and accounts receivable<br />
are non-derivative financial assets with determined or<br />
determinable payments that are not listed on an active market.<br />
Characteristic for these assets is that they arise when the<br />
Group provides money, goods or services directly to a customer<br />
without the intention to trade the receivable thus arising.<br />
They are included in current assets with the exception of items<br />
with due dates more than 12 months after the balance-sheet<br />
date, which are classified as fixed assets. <strong>Munters</strong> has cash<br />
and cash equivalents, accounts receivable, accrued income<br />
and certain other receivables in this category.<br />
(c) Financial assets held to maturity Financial assets that are held<br />
until maturity are non-derivative financial assets with determined<br />
or determinable payments and a fixed period that Group<br />
management intends and has the ability to hold until maturity.<br />
<strong>Munters</strong> has no financial instruments in this category.<br />
(d) Financial assets available for sale Financial assets not classified<br />
in any other category, such as shares and participations in<br />
both listed and unlisted companies. <strong>Munters</strong> has no financial<br />
instruments in this category.<br />
(e) Other financial liabilities Financial liabilities that are not held<br />
for trade. <strong>Munters</strong>’ borrowing, accounts payable and certain<br />
accrued expenses are included in this category.<br />
Recognition and valuation of financial instruments Loan and<br />
accounts receivable are initially valued at fair value. In establishing<br />
fair value, information is used as applicable relating to recently<br />
completed arm’s length transactions, other approximately equivalent<br />
instruments and an analysis of discounted cash flows. On<br />
subsequent occasions, the assets are valued at accrued acquisition<br />
value based on the effective-interest method and adjusted for any<br />
credit losses. A provision for credit losses is allocated when there<br />
are strong indications that the Group will not be able to receive the<br />
amounts specified according to the receivables’ original terms.<br />
Other financial liabilities are recognized at accrued acquisition<br />
value based on the effective-interest method. The acquisition<br />
value corresponds to the fair value on the acquisition date. For<br />
borrowing, this corresponds to the amount received reduced by<br />
any transaction costs.<br />
Any gains and losses arising in conjunction with disposal of<br />
financial instruments or repurchase of loan obligations are recognized<br />
in the income statement.<br />
Offsetting of financial instruments Financial assets and<br />
liabilities may be offset against each other and recognized in net<br />
amounts in the consolidated accounts in cases where <strong>Munters</strong><br />
has agreed with the counterparty that assets and liabilities will be<br />
settled in net amounts.<br />
Financial derivative instruments Financial derivatives are<br />
initially recognized at acquisition value in the balance sheet and<br />
thereafter at current market value on subsequent balance-sheet<br />
dates. The method for recognition of gains and losses thus arising<br />
varies, depending on the character of the risk-hedged interest.<br />
When a derivative contract is entered, it is classed as either<br />
(1) hedging of fair value of a recognized asset or liability (fair-value<br />
hedging), (2) hedging of a planned transaction or a definitive<br />
obligation (cash-flow hedging), (3) hedging of a net investment in<br />
a foreign subsidiary or (4) as a derivative that does not meet the<br />
requirements for hedge accounting.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
62 Notes<br />
Changes in the market value of such derivatives that are classified<br />
as, and meet the requirements for, fair-value hedging that can be<br />
determined objectively, are recognized in the income statement<br />
together with any changes in market value of the liability to which<br />
the hedge applies. <strong>Munters</strong> does not apply fair-value hedging.<br />
Changes in fair value of such derivatives that are classified as,<br />
and meet the requirements for, cash-flow hedging that can be determined<br />
objectively, are recognized in equity as a hedging reserve<br />
up until the date on which the hedged interest is <strong>report</strong>ed. When<br />
the hedged interest is recognized, income or expense arising from<br />
the associated derivative is also recognized under financial items<br />
in the income statement. If a planned transaction or an assumed<br />
obligation is no longer expected to occur, any gain or loss thus far<br />
charged against equity is immediately transferred to the income<br />
statement. <strong>Munters</strong> applies cash-flow hedging to a limited extent.<br />
Certain derivative transactions do not meet the requirements<br />
for hedge accounting according to IAS 39 (Financial Instruments:<br />
Recognition and Valuation), although they are financially motivated<br />
according to the Group’s risk management policy. Changes in<br />
market value for such non-qualified hedging transactions are<br />
immediately recognized in the income statement. This type of<br />
transaction does not occur in the Group.<br />
<strong>Munters</strong> hedges major investments in foreign subsidiaries.<br />
Changes in value for hedges relating to net investments in foreign<br />
subsidiaries are recognized in equity as they arise. Accumulated<br />
changes in value are retained in equity until the operation is<br />
divested, at which time the changes in value are recognized in the<br />
income statement.<br />
Accumulated translation differences Translation differences<br />
relating to investments in foreign operations are recognized as a<br />
translation reserve in equity. In conjunction with the sale of foreign<br />
operations, accumulated translation differences must be <strong>report</strong>ed<br />
as part of the consolidated gain/loss from the divestment. <strong>Munters</strong><br />
has elected to set accumulated translation differences at zero as per<br />
January 1, 2004, in accordance with the transition rules in IFRS 1.<br />
Income taxes Income taxes in the consolidated financial statements<br />
consist of current and deferred income tax.<br />
Current income taxes are based on each company’s taxable<br />
income as <strong>report</strong>ed in its tax return for the year. This includes an<br />
adjustment for current income tax attributable to previous periods.<br />
Deferred income tax is calculated to correspond to the tax effect<br />
that arises when final tax is triggered. It is based on temporary differences<br />
between carrying amounts in the balance sheet and residual<br />
values for tax purposes. The amounts are calculated using the tax<br />
rates that were effective or had been announced on the closing<br />
date. Temporary differences arise in conjunction with company acquisitions<br />
as the difference between the value of assets and liabilities<br />
in the consolidated balance sheet and their value for tax purposes.<br />
Deferred tax assets relating to loss carryforwards are <strong>report</strong>ed<br />
to the extent that it is deemed likely that loss carryforwards will be<br />
used to offset future surpluses.<br />
Deferred tax liabilities referring to temporary differences attributable<br />
to investments in subsidiaries and associated companies<br />
are not <strong>report</strong>ed, since in all such cases, the Parent Company<br />
can control the time of the reversal of the temporary differences,<br />
a capital gain/loss on a sale is not subject to taxation and it is<br />
considered unlikely that a reversal will occur in the near future.<br />
Contingent liabilities Contingent liabilities are <strong>report</strong>ed when<br />
there are possible obligations relating to transpired events that<br />
will only become actual obligations given the occurrence or<br />
non-occurrence of one or more uncertain future events that are<br />
completely outside the control of <strong>Munters</strong>. Contingent liabilities<br />
may also be an obligation arising from transpired events but which<br />
is not <strong>report</strong>ed as a liability or a provision because it is not prob<br />
able that the obligation will be settled or because the settlement<br />
amount cannot be calculated with sufficient reliability<br />
Information concerning related parties Companies related to<br />
<strong>Munters</strong> include the Parent Company, subsidiaries and associated<br />
companies. “Related physical persons” are defined as Board<br />
members, senior management and close family members of such<br />
persons.<br />
Information on transactions with related parties that entail a<br />
transfer of resources, services or obligations between related parties<br />
is disclosed, regardless of whether remuneration was paid or not.<br />
The disclosure contains information as to the character of the relationship<br />
and the effect of the relationship on the financial statements.<br />
Events after the closing date If events arise that are significant,<br />
but that should not be taken into account when the amounts<br />
in the income statement and balance sheet are established,<br />
information will be provided in the Board of Directors’ Report and<br />
notes as to the character of the event and, if possible, an estimate<br />
of its financial effect. The term “significant” implies that a disclosure<br />
of the information could influence financial decisions made by<br />
users of the financial statements.<br />
Significant events that confirm the relationship that existed on<br />
the closing date and that occur after the closing date but prior<br />
to the signing of the <strong>Annual</strong> Report result in adjustments in the<br />
amounts in the <strong>Annual</strong> Report.<br />
Accounting principles of the Parent Company The Parent<br />
Company has prepared its annual accounts in accordance with<br />
the Swedish <strong>Annual</strong> Accounts Act and the Swedish Financial Reporting<br />
Board’s Recommendation RFR 2.2 Accounting for Legal<br />
Entities. This means that IFRS is applied with the deviations and<br />
amendments presented below.<br />
Pensions The Parent Company’s pension commitments are<br />
calculated and <strong>report</strong>ed based on the law on safeguarding of pension<br />
commitments, which deviates from IAS 19. The principles from<br />
accounting based on this law are found in FAR SRS’s accounting<br />
Recommendation No 4 Accounting of Pension Liabilities and Pension<br />
Costs, RedR 4. Application of the law on safeguarding of pension<br />
commitments is a prerequisite for the right to tax deductions.<br />
Actuarial gains and losses are recognized in the income statement.<br />
Financial instruments Recognition and Measurement The Parent<br />
Company does not apply IAS 39.<br />
Financial Instruments Recognition and Measurement, instead<br />
measurements are based on the acquisition value of assets and<br />
liabilities.<br />
Ownership of subsidiaries Ownership shares in subsidiaries<br />
are <strong>report</strong>ed in the Parent Company according to the purchase<br />
method. Received dividends are only recognized as income<br />
subject to the condition that they are attributable to profits earned<br />
after the acquisition date.<br />
Group contributions and shareholders’ contributions The<br />
Parent Company <strong>report</strong>s Group contributions and shareholders’<br />
contributions in accordance with the Statement from the Swedish<br />
Financial Reporting Board (UFR).<br />
UFR2 Group contributions and shareholders’ contributions<br />
Shareholders’ contributions are <strong>report</strong>ed directly against the<br />
receiver’s equity and capitalized in the shares and participations of<br />
the provider, to the extent that impairment is not required. Group<br />
contributions are <strong>report</strong>ed according to financial significance.<br />
This means that Group contributions that are made to minimize<br />
the Group’s total tax are <strong>report</strong>ed directly against profit brought<br />
forward after deductions of current tax effects.<br />
Untaxed reserves The amounts for which provisions have been<br />
made to untaxed reserves comprise taxable temporary differences.<br />
Due to the connection between accounting and taxation, the<br />
deferred tax liabilities attributable to the untaxed reserves in the<br />
Parent Company are not <strong>report</strong>ed separately in the legal entity.
Notes<br />
63<br />
NOTE 2<br />
Significant estimations and assessments<br />
In preparing the financial <strong>report</strong>s, Group management and the<br />
Board of Directors make assessments and assumptions that affect<br />
the financial statements and the information presented. These<br />
assessments are based on past experience and the various assumptions<br />
that management and the Board consider reasonable<br />
under the prevailing circumstances. The conclusions thus drawn<br />
form the basis for determinations concerning carrying amounts of<br />
assets and liabilities in cases where they cannot be readily determined<br />
from information from other sources. The actual outcome<br />
may differ from these assessments, if other assumptions are<br />
made or other conditions apply.<br />
The estimates and assumption that are considered to have the<br />
greatest impact on <strong>Munters</strong>’ earnings and financial position are<br />
discussed below.<br />
Doubtful accounts receivable<br />
Accounts receivable are recognized in net amounts after reserves<br />
for possible loss risks. The net value reflects the amount that it<br />
is expected to be possible to recover, based on circumstances<br />
known on the balance-sheet date. Changes in circumstances,<br />
such as an increase in missed payments or a change in the<br />
financial position of a significant customer, may result in significant<br />
deviations in the valuation.<br />
assumptions are updated each year, which affects the magnitude<br />
of the recognized pension liability and equity. The prevailing situation<br />
in the financial markets contributed to increased uncertainty<br />
in determining the discount rate for <strong>2008</strong>. Together with assumptions<br />
on anticipated returns on managed assets, these assumptions<br />
affect the pension costs recognized for the year. Additional<br />
information is presented in Note 21.<br />
Legal disputes<br />
Provisions for legal disputes are estimates of the future cash<br />
flow that will be required to settle the obligations. The disputes<br />
primarily relate to contracted obligations attributable to contracts<br />
with customers and suppliers, although other types of disputes<br />
also arise in normal business operations. Management considers<br />
it improbable that any of the known disputes in which <strong>Munters</strong><br />
is presently involved will have a significant effect on the Group’s<br />
accounts.<br />
Other provisions<br />
Several of <strong>Munters</strong>’ products are covered by guarantees that<br />
apply during a predetermined fixed period. Provisions for such<br />
product guarantees are based on historical data and expected<br />
costs for quality problems that are known and can be anticipated.<br />
NOTE 3<br />
Financial risk management<br />
Valuation of goodwill<br />
The Group assesses the need for an impairment of goodwill<br />
each year. This assessment requires an estimation of parameters<br />
that affect future cash flow and determination of a discount rate.<br />
Thereafter, the recovery value of each individual cash-generating<br />
unit is established by calculating the value in use. Future cash flow<br />
for some goodwill items was particularly difficult to assess, given<br />
the macroeconomic situation at the end of <strong>2008</strong> and its effects<br />
on the coming year. Note 14 presents the significant assumptions<br />
made in assessing goodwill and describes the effects of reasonable<br />
and possible changes in the assumptions on which the<br />
calculations were based.<br />
Acquired intangible assets<br />
In conjunction with company acquisitions, the acquired intangible<br />
assets are valued at fair value. In cases where there is an active<br />
market for the acquired assets, the fair value is determined on the<br />
basis of prices in that market. Because active markets are often<br />
lacking for these assets, valuation methods have been developed<br />
to estimate fair values. One example of a valuation model is discounted<br />
future cash flows.<br />
Restructuring measures<br />
Restructuring costs include the necessary impairment of assets,<br />
as well as estimated costs for dismissal of personnel. The cost<br />
calculation is based on detailed action plans that are expected to<br />
improve the Group’s cost structure and productivity. To minimize<br />
uncertainty factors, historical outcomes from similar events are<br />
normally used as the basis for the calculation. Provisions for<br />
restructuring measures are allocated when a detailed, formal<br />
plan for the measures is established, and well-founded expectations<br />
have been created among those who will be affected by the<br />
measures.<br />
Provisions for pensions<br />
The pension liabilities recognized in the balance sheet are actuarial<br />
calculations based on assumptions about the discount rate,<br />
inflation, future salary increases and demographic factors. These<br />
In its business, <strong>Munters</strong> is exposed to several different financial<br />
risks: market risk (primarily currency and interest risk), credit risk<br />
and liquidity risk.<br />
The financial risks are controlled and managed based on a policy<br />
adopted by the Board of Directors that is intended to limit the<br />
financial risks to which <strong>Munters</strong> is exposed through preventative<br />
measures. The policy also regulates the division of responsibility<br />
between the Group’s subsidiaries and the central finance function.<br />
Risk management and financing operations are mainly centralized<br />
to the Parent Company in Sweden. The policy has been<br />
unchanged in <strong>2008</strong>.<br />
Information about financial risks is provided in Note 18.<br />
Market risk<br />
Currency risk<br />
<strong>Munters</strong> conducts operations in countries all over the world. The<br />
Group is thus exposed to currency risks in both transactions in<br />
foreign currency and when translating income statements and<br />
balance sheets to SEK.<br />
A significant share of <strong>Munters</strong>’ sales and costs are generated<br />
in foreign currencies. The geographic distribution of <strong>Munters</strong>’<br />
production plants results in significant matching of revenues and<br />
costs in local currencies, which limits currency exposure. The<br />
shares of net sales and costs for the most significant currencies<br />
during the year are shown below.<br />
<strong>2008</strong><br />
Currency Proportion of sales, % Proportion of costs, %<br />
EUR 36.4 36.3<br />
USD 31.0 29.6<br />
NOK 7.2 7.3<br />
GBP 5.1 5.0<br />
SEK 5.1 8.6<br />
Other currencies 15.2 13.2<br />
Total 100.0 100.0<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
64 Notes<br />
2007<br />
Currency Proportion of sales, % Proportion of costs, %<br />
EUR 35.8 35.3<br />
USD 31.6 30.5<br />
NOK 6.8 7.0<br />
GBP 7.2 6.5<br />
SEK 4.2 8.7<br />
Other currencies 14.4 12.0<br />
Total 100.0 100.0<br />
<strong>Munters</strong>’ sensitivity to variations in the currencies most significant<br />
for earnings is presented in the table below. The analysis includes<br />
both transaction and translation exposure and is based on operating<br />
earnings for <strong>2008</strong> and 2007, respectively. The assumption is<br />
that all other factors that can influence earnings are unchanged.<br />
<strong>2008</strong> Estimated effect on operating earnings<br />
SEK +10% compared with SEK M %<br />
EUR –12.4 –4.0<br />
USD –18.9 –6.1<br />
NOK –1.8 –0.6<br />
GBP –2.4 –0.8<br />
AUD –0.8 –0.2<br />
JPY –1.6 –0.5<br />
2007 Estimated effect on operating earnings<br />
SEK +10% compared with SEK M %<br />
EUR –23.2 –4.8<br />
USD –24.0 –4.9<br />
NOK –2.8 –0.6<br />
GBP –8.1 –1.7<br />
AUD –1.6 –0.3<br />
JPY –1.9 –0.4<br />
Transaction exposure<br />
<strong>Munters</strong> hedges 100 percent of net contracted operative and<br />
financial flows in foreign currency. Sales in foreign currencies<br />
take place primarily in internal Group sales companies, meaning<br />
that hedging can be concentrated to fewer companies within the<br />
Group. Hedging takes place primarily through the sale of currency<br />
in forward contracts and through external borrowing in foreign<br />
currency. The value of currency hedging at year-end amounted to<br />
slightly more than SEK 1 M, see Note 18. According to <strong>Munters</strong>’<br />
financial policy, hedging through currency options may only take<br />
place in exceptional cases. There were no currency options at the<br />
end of <strong>2008</strong>.<br />
Translation exposure<br />
<strong>Munters</strong>’ exposure to translation risk arises because a large<br />
number of its subsidiaries have a functional currency that is different<br />
than the Group’s <strong>report</strong>ing currency. <strong>Munters</strong> hedges the<br />
currency risk attributable to the translation of income statements<br />
and balance sheets in EUR and USD.<br />
The total effect of translating 2007 operating earnings to <strong>2008</strong><br />
exchange rates resulted in an expense of SEK –3.5 M (expense –16),<br />
corresponding to 1.0 percent (2.9) of the year’s operating earnings.<br />
The effect on equity of translation of foreign subsidiaries’ net assets<br />
to SEK amounted to SEK 137 M (10) during the year.<br />
Interest risk<br />
Since the Group does not have any significant interest-bearing assets,<br />
the Group’s income and cash flow from current operations is<br />
essentially independent of changes in interest rates. However, the<br />
Group is exposed to interest risk through interest-bearing borrowing,<br />
which is one of the Group’s sources of financing in addition to<br />
equity and cash flow from current operations.<br />
According to the guidelines specified in <strong>Munters</strong>’ financial<br />
policy, the interest period for debt should normally be between<br />
0 and 12 months. The average interest period at year-end <strong>2008</strong><br />
was slightly more than four months. A specification of the Group’s<br />
interest-bearing debt is provided under the heading Liquidity risk.<br />
Interest exposure<br />
The estimated effect on earnings after financial items of a change<br />
in interest levels of 1 percent amounts to slightly more than SEK 9<br />
M (7), primarily as an effect of borrowing with variable interest.<br />
Credit risk<br />
For <strong>Munters</strong>, the dominant portion of credit risk relates to accounts<br />
receivable. <strong>Munters</strong> works actively to limit this risk. An<br />
approved credit rating is required in order for a counterparty to be<br />
approved. Advance payment is generally encouraged, and partial<br />
advance payment is a requirement when the order value is a significant<br />
amount and delivery extends over a long period. Accounts<br />
receivable are also spread over a large number of customers,<br />
primarily companies in different industries and with substantial<br />
geographic diversity, which limits concentration of the credit risk.<br />
During the year, the Group’s five largest customers accounted for<br />
8 percent of total revenue.<br />
To ensure that the Group’s accounts receivables are paid,<br />
<strong>Munters</strong> developed a new policy during <strong>2008</strong> in a joint Group<br />
improvement project. According to this policy, each business unit<br />
must have established and documented processes for handling<br />
unpaid receivables. The documented processes include specifications<br />
for time limits for taking various actions, including legal<br />
actions, as well as for who is responsible at various stages of the<br />
process. Documentation of actions taken ensures that follow-ups<br />
will be possible. The measures are matched to amounts and to<br />
different groups of customers and business areas in a manner that<br />
will result in efficient handling of overdue accounts receivable.<br />
Time analysis of accounts receivables<br />
overdue but not written down<br />
<strong>2008</strong> 2007<br />
< 30 days 254 248<br />
30–90 days 150 172<br />
91–180 days 49 83<br />
> 180 days 4 59<br />
Amount at year-end 457 562<br />
Collateral in the amount of SEK 108 M has been provided for total<br />
receivables, of which SEK 106 M comprises bank guarantees.
Notes<br />
65<br />
Provisions for bad debts correspond to 8.0 percent (5.5) of total<br />
receivables and changed according to the following.<br />
Provisions for bad debts<br />
<strong>2008</strong> 2007<br />
Provisions at January 1 75 67<br />
Acquisitions of subsidiaries (Note 4) – 2<br />
Provisions for anticipated losses 77 22<br />
Established losses –38 –7<br />
Reversals of unutilized provisions –13 –12<br />
Exchange-rate differences 14 2<br />
Amount on December 31 115 75<br />
The tables below show the remaining contract periods until<br />
maturity. The amounts specified in the table are the contracted,<br />
non-discounted cash flows. The difference from the recognized<br />
amounts in the balance sheet relate to leasing commitments,<br />
which in this presentation are <strong>report</strong>ed gross before deduction<br />
of interest and fees.<br />
December 31, <strong>2008</strong> < 1 year 1–5 years > 5 years Total<br />
Interest-bearing liabilities 39 1,653 – 1,692<br />
Other liabilities 619 6 1 626<br />
Accounts payable 537 – – 537<br />
1,195 1,659 1 2,855<br />
The credit risk for other financial assets, such as cash and cash<br />
equivalents, amounted to the carrying value of these assets.<br />
Liquidity risk<br />
<strong>Munters</strong>’ borrowing from banks consists in part of a syndicated<br />
credit facility and in part of individually approved bank loans to<br />
subsidiaries, often in conjunction with acquisitions of operations.<br />
The syndicated credit facility amounts to SEK 2,000 M and extends<br />
until 2012. The facility may be utilized in several currencies.<br />
Interest-bearing debt amounted to SEK 1,694 M at year end<br />
(1,200) and was distributed as follows. Note 20 also provides<br />
information.<br />
Interest-bearing debt Group<br />
<strong>2008</strong> 2007<br />
Bank loans – approved general credit<br />
framework 2,190 2,177<br />
Bank loans – unutilized portion –545 –1,019<br />
Bank loans – in addition to general<br />
credit framework 34 32<br />
Leasing commitments 15 10<br />
1,694 1,200<br />
Borrowing is distributed among local currencies with average<br />
weighted interest rates as follows:<br />
Currency Nominal amount, millions Average interest rate, %<br />
SEK 320 3.5<br />
EUR 81 4.0<br />
USD 57 2.3<br />
CNY 20 5.1<br />
DKK 5 6.1<br />
Calculation of net debt is <strong>report</strong>ed in the cash-flow statement.<br />
<strong>Munters</strong>’ syndicated credit facility means that the Group is subject<br />
to external capital requirements that stipulate limits for net debt<br />
through profit before interest expenses, tax and impairments<br />
and the interest coverage ratio. The Group has complied with the<br />
external capital requirements. <strong>Munters</strong> has established routines<br />
for managing external borrowing and following up the limits in the<br />
capital requirements. In this manner, the Group ensures that it<br />
fulfills its commitments to external lenders and minimizes the liquidity<br />
risk. External borrowing is managed centrally by the Parent<br />
Company in Sweden. The financial policy adopted by the Board of<br />
Directors regulates levels with respect to cash and cash equivalents<br />
and credit facilities in relation to sales. When surplus liquidity<br />
arises in the Group, it is primarily used to amortize external loans.<br />
December 31, 2007 < 1 year 1–5 years > 5 years Total<br />
Interest-bearing liabilities 29 31 1,137 1,197<br />
Other liabilities 403 86 – 489<br />
Accounts payable 496 – – 496<br />
928 117 1,137 2,182<br />
Capital management<br />
The Group’s management of capital is regulated by a policy<br />
adopted by the Board of Directors that entails minimizing surpluses<br />
in cash and cash equivalents through amortization of external<br />
loans. Surplus liquidity is invested in government bonds with low<br />
risk or placed in bank accounts. Surplus liquidity in subsidiaries<br />
shall be placed with the Parent Company.<br />
<strong>Munters</strong> is subject to external capital requirements in the syndicated<br />
credit agreement that was entered in 2007. The general<br />
implications of these capital requirements are presented under the<br />
heading Liquidity risk.<br />
<strong>Munters</strong>’ managed capital consist of equity amounting to SEK<br />
1,285 M (1,202). <strong>Munters</strong>’ intention is to apply a dividend policy that<br />
the dividend level is matched to <strong>Munters</strong>’ earnings level, financial<br />
position and other factors that the Board of Directors considers<br />
relevant against the background of the Group’s strategy and in consideration<br />
of the prevailing market and business conditions. The<br />
annual dividend shall consist of about half of the Group’s average net<br />
earnings measured over a period of several years. The dividends for<br />
the years 2006 and 2007 and the proposed dividend for <strong>2008</strong> correspond<br />
to 43 percent of average earnings for the three years.<br />
NOTE 4<br />
Business combinations<br />
Toussaint Nyssenne<br />
As of October 30, <strong>2008</strong>, <strong>Munters</strong> AB acquired 100 percent of the<br />
Belgian company Ateliers Toussaint Nyssenne SA, including its<br />
French subsidiary Toussaint Nyssenne International (T.N.I.) SA.<br />
Toussaint Nyssenne manufactures high-quality customized air<br />
treatment systems for offices, public buildings and industrial applications.<br />
Its systems are very flexible and modular and provide<br />
air treatment for a broad selection of demanding applications. The<br />
company was consolidated as of October 1, <strong>2008</strong>, which was<br />
when the controlling influence was acquired. The acquired operations<br />
contributed revenues of SEK 54 M and operating earnings of<br />
SEK 3.5 M for the period from October 1, <strong>2008</strong> until December 31,<br />
<strong>2008</strong>. If the acquisition had taken place on January 1, <strong>2008</strong>, the<br />
company would have contributed revenues of SEK 193 M with<br />
operating earnings of slightly less than SEK 7 M.<br />
Preliminary information about the acquired net assets and<br />
goodwill on the acquisition date is provided below.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
66 Notes<br />
Purchase price<br />
– cash purchase price paid 75<br />
– fees directly attributable to the acquisition 4<br />
Total purchase price paid 79<br />
Additional purchase price – estimated 2<br />
Total acquisition cost 81<br />
Fair value of acquired net assets –48<br />
Goodwill (Note 14) 33<br />
Goodwill is attributable to anticipated future synergies and expansion<br />
opportunities within product integration, technology and<br />
distribution in the European market.<br />
The acquired company’s preliminary net assets on the acquisition<br />
date:<br />
Carrying<br />
value<br />
Fair value<br />
adjustment<br />
Fair<br />
value<br />
Tangible fixed assets 7 0 7<br />
Intangible assets – customer<br />
relations and brand (Note 13) 0 18 18<br />
Current assets 24 0 24<br />
Non-interest-bearing receivables 67 0 67<br />
Cash and cash equivalents 14 0 14<br />
Interest-bearing liabilities –13 0 –13<br />
Non-interest-bearing liabilities<br />
(incl. deferred tax liabilities) –63 –6 –69<br />
Net identifiable assets and liabilities 36 12 48<br />
Cash purchase price paid plus fees<br />
directly attributable to the acquisition 79<br />
Cash and cash equivalents in the acquired<br />
company –14<br />
Change in the Group’s cash and<br />
cash equivalents on acquisition 65<br />
The distribution of acquisition values has not been finally determined<br />
because the final negotiations with the sellers had not been<br />
completed on December 31, <strong>2008</strong>.<br />
<strong>Munters</strong>-Form<br />
As of April 30, <strong>2008</strong>, 80 percent of the Turkish company <strong>Munters</strong>-<br />
Form Endüstri Systemleri Sanayi ve Ticaret A.S. was acquired.<br />
<strong>Munters</strong> Form is primarily active in the areas of dehumidification,<br />
ventilation products for the agricultural sector and pre-coolers for<br />
gas turbines. The company was consolidated as of May 1, <strong>2008</strong>,<br />
The acquired operations contributed revenues of SEK 37 M and<br />
operating earnings of SEK 5 M for the period from May 1, <strong>2008</strong> to<br />
December 31, <strong>2008</strong>. If the acquisition had taken place on January<br />
1, <strong>2008</strong>, the company would have contributed revenues of SEK 46<br />
M with operating earnings of SEK 6 M.<br />
Information about the acquired net assets and goodwill on the<br />
acquisition date is provided below.<br />
Purchase price<br />
– cash purchase price paid 21<br />
– fees directly attributable to the acquisition 2<br />
Total purchase price paid 23<br />
Additional purchase price – estimated 7<br />
Total acquisition cost 30<br />
Fair value of acquired net assets –6<br />
Minority share 1<br />
Goodwill (Note 14) 25<br />
Goodwill is attributable to anticipated future synergies and expansion<br />
opportunities primarily within distribution in the region and<br />
neighboring countries.<br />
The acquired company’s net assets on the acquisition date:<br />
Carrying<br />
value<br />
Fair value<br />
adjustment<br />
Fair<br />
value<br />
Intangible assets – customer<br />
relations (Note 13) 0 5 5<br />
Current assets 5 0 5<br />
Non-interest-bearing receivables 4 0 4<br />
Cash and cash equivalents 2 0 2<br />
Non-interest-bearing liabilities<br />
(incl. deferred tax liabilities) –9 –1 –10<br />
Net identifiable assets and liabilities 2 4 6<br />
Change in the Group’s cash and cash<br />
equivalents on acquisition 21<br />
Des Champs Technologies<br />
The US company Des Champs Technologies was acquired on April<br />
4, 2007. <strong>Munters</strong> acquired 100 percent of the shares in Entrodyne<br />
Corporation, which is Des Champs’ holding company. The<br />
company holds a technology-leading position in energy-efficient<br />
air treatment solutions and principally manufactures custom air<br />
treatment equipment for commercial buildings. The company was<br />
consolidated from April 2007. The acquired operations contributed<br />
revenues of SEK 196 M for the period April 1, 2007 to December<br />
31, 2007. If the acquisition had occurred on January 1, 2007, the<br />
company would have contributed SEK 245 M in revenues for the<br />
Group in the preceding year.<br />
Information about the acquired net assets and goodwill is<br />
listed below:<br />
Purchase price<br />
– cash purchase price paid 225<br />
– fees directly attributable to the acquisition 3<br />
Total acquisition cost 228<br />
Fair value of acquired net assets –57<br />
Goodwill (Note 14) 171<br />
The acquisition price for the company was SEK 254 M, of which SEK<br />
29 M pertained to payments to options holders that were settled by<br />
Des Champs Technologies prior to the acquisition. Goodwill is attributable<br />
to estimated future synergies through product integration,<br />
technology and distribution. In addition to synergy effects, the company’s<br />
expertise in heat-exchanger technology and the company’s<br />
future earning capacity represent components in the goodwill item.<br />
The acquired company’s net assets on the date of acquisition:<br />
Carrying<br />
value<br />
Fair value<br />
adjustment<br />
Fair<br />
value<br />
Tangible fixed assets 13 0 13<br />
Intangible assets – brands and technology<br />
(note 13) 0 48 48<br />
Non-interest-bearing receivables 85 0 85<br />
Cash and cash equivalents 5 0 5<br />
Interest-bearing liabilities 0 0 0<br />
Non-interest-bearing liabilities<br />
(incl. deferred tax liabilities) –75 –19 –94<br />
Net identifiable assets and liabilities 28 29 57<br />
Changes in the Group’s cash and cash<br />
equivalents at acquisition 223
Notes<br />
67<br />
Turbovent<br />
The Danish companies Turbovent Agro A/S and Turbovent Environment<br />
A/S were acquired on July 1, 2007. <strong>Munters</strong> acquired 100 percent<br />
of both of the companies. Turbovent primarily manufactures<br />
ventilation equipment for poultry, pigs and cattle in Scandinavia,<br />
Germany and Eastern Europe. Turbovent is also in the forefront of<br />
air-cleaning and odor-removal solutions for the agricultural industry.<br />
The companies were consolidated from July 2007. The acquired<br />
operations contributed revenues of SEK 58 M for the period July<br />
1, 2007 to December 31, 2007. If the acquisition had occurred on<br />
January 1, 2007, the companies would have contributed SEK 100 M<br />
in revenues for the Group in the preceding year.<br />
Information about the acquired net assets and goodwill is<br />
listed below:<br />
Purchase price<br />
– cash purchase price paid 80<br />
– fees directly attributable to the acquisition 2<br />
Purchase price paid 82<br />
Additional purchase price – estimated 3<br />
Total acquisition cost 85<br />
Fair value of acquired net assets –14<br />
Goodwill (Note 14) 71<br />
The additional purchase price pertains to estimated future royalties<br />
and product-development subsidies to the seller. Goodwill is attributable<br />
to estimated future synergies in product integration. In <strong>2008</strong>,<br />
goodwill was reduced by SEK 1 M as a result of an adjustment of<br />
the purchase consideration following negotiations with the seller.<br />
The acquired company’s net assets on the date of acquisition:<br />
Carrying<br />
value<br />
Fair value<br />
adjustment<br />
Fair<br />
value<br />
Tangible fixed assets 4 0 4<br />
Intangible assets – brands and<br />
technology (note 13) 0 7 7<br />
Non-interest-bearing receivables 28 0 28<br />
Cash and cash equivalents 1 0 1<br />
Interest-bearing liabilities –2 0 –2<br />
Non-interest-bearing liabilities<br />
(incl. deferred tax liabilities) –21 –3 –24<br />
Net identifiable assets and liabilities 10 4 14<br />
NOTE 5<br />
Segment <strong>report</strong>ing<br />
<strong>Munters</strong> is a global leader in energy-efficient air treatment solutions<br />
and restoration services based on expertise in humidity and<br />
climate-control technologies.<br />
Divisions<br />
The Group’s operations are managed and <strong>report</strong>ed per division as<br />
described below.<br />
The Dehumidification division manufactures and markets products<br />
and complete solutions for controlling humidity and improving<br />
the indoor climate. The customers’ manufacturing processes and<br />
warehousing become more efficient, and product quality, shelf life<br />
and hygiene are improved.<br />
The HumiCool division manufactures and markets products<br />
and systems for evaporative cooling, heating and humidification<br />
for the AgHort industry, as well as technology for mist elimination,<br />
in part for cleaning of flue gas.<br />
The MCS division provides service for water and fire damage<br />
restoration and temporary climate control. Its comprehensive<br />
service offering to the insurance industry results in lower costs<br />
through dehumidification and restoration instead of rebuilding.<br />
Division consolidation is performed according to the same<br />
principles as for the Group as a whole. Transactions between<br />
divisions are on market terms. No income statement items or<br />
earnings are allocated to the divisions. Revenues from the largest<br />
customer in the Dehumidification division correspond to about<br />
SEK 140 M of the segment’s total revenues. Revenues from the<br />
largest customer in the MCS division correspond to about SEK<br />
111 M of the segment’s total revenues.<br />
Geographic areas<br />
The Group’s operations are also divided into three geographic<br />
areas: Europe, Americas and Asia. Europe includes Europe, the<br />
Middle East and Africa, Americas includes North America, Central<br />
America and South America. Asia includes Asia excluding the<br />
Middle East and including Australia.<br />
Changes in the Group’s cash and cash<br />
equivalents at acquisition 82<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
68 Notes<br />
Divisions Dehumidification HumiCool MCS Eliminations etc. Total<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Income statement<br />
External net sales 2,025 1,881 1,738 1,758 2,807 2,623 – – 6,570 6,262<br />
Internal net sales 26 55 5 7 2 1 –33 –63 – –<br />
Net sales 2,051 1,936 1,743 1,765 2,809 2,624 –33 –63 6,570 6,262<br />
Operating earnings 201 234 155 251 48 129 5 6 409 620<br />
Amortization of surplus values and<br />
impairment of goodwill –5 –4 –4 –3 –1 –3 – – –10 –10<br />
Undistributed costs – – – – – – –37 –44 –37 –44<br />
EBIT 196 230 151 248 47 126 –32 –38 362 566<br />
Net financial items –77 –40<br />
Taxes –120 –190<br />
Net earnings 165 336<br />
Balance sheet<br />
Operating assets 855 672 787 764 1,028 1,040 79 61 2,749 2,537<br />
Goodwill 233 163 556 458 189 173 – – 978 794<br />
Participations in associated companies – – 2 2 – – – – 2 2<br />
Other assets – – – – – – 885 529 885 529<br />
Total assets 1,088 835 1,345 1,224 1,217 1,213 964 590 4,614 3,862<br />
Operating liabilities 265 191 206 267 174 145 0 –8 645 595<br />
Other liabilities – – – – – – 2,684 2,065 2,684 2,065<br />
Total liabilities 265 191 206 267 174 145 2,684 2,057 3,329 2,660<br />
Other data<br />
Investments 37 52 35 42 88 129 7 1 167 224<br />
Depreciation and impairments 25 24 39 39 93 86 5 3 162 152<br />
No. of permanent employees at year-end 1,301 1,180 866 924 1,944 1,918 21 21 4,132 4,043<br />
Geographic areas Europe Americas Asia Eliminations, etc. Total<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Net sales 4,055 3,838 2,145 2,041 562 510 –192 –127 6,570 6,262<br />
Operating assets 1,628 1,586 830 637 273 250 18 64 2,749 2,537<br />
Operating liabilities 407 379 199 159 61 73 –22 –16 645 595<br />
Investments 105 129 36 70 19 25 7 – 167 224<br />
No. of permanent employees at year-end 2,658 2,516 1,021 1,108 429 397 24 22 4,132 4,043
Notes<br />
69<br />
NOTE 6<br />
Other operating income and operating expenses<br />
Impairment of acquisition-related assets totaled 10 (7) and is<br />
included in the item Selling costs.<br />
Other operating income<br />
Group Parent Company<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Divestment of operations 3 – – –<br />
Reversal of provisions 7 – – –<br />
Other 1 0 – –<br />
Royalty from subsidiaries – – 2 2<br />
Other operating expenses<br />
11 0 2 2<br />
Impairment of participations<br />
in associated companies – –2 – –<br />
Goodwill impairment – –1 – –<br />
Loss on divestment of<br />
fixed assets –1 – – –1<br />
Reversal of provisions –2 –1 – –<br />
Exchange-rate differences – –2 1 –<br />
–3 –6 1 –1<br />
Divestment of operations pertains to the Swedish business unit<br />
Fire and Restoration Operations, which was divested in <strong>2008</strong>.<br />
Impairment of inventories<br />
Impairment of inventories totaled 12 (12) and is included in the<br />
item Cost of goods sold. There were no reversals of previous<br />
impairments.<br />
NOTE 8<br />
Leasing<br />
Operating leases<br />
The year’s costs for operating leases of assets, such as leased<br />
premises, machinery and major computer and office equipment are<br />
<strong>report</strong>ed as operating costs and amounted to SEK 206 M (180).<br />
Minimum future costs for non-revocable operating lease contracts<br />
have the following maturity.<br />
2009 170<br />
2010–2013 290<br />
2014 and later 36<br />
Most of the vehicles used in service operations are currently classified<br />
as operating leases.<br />
496<br />
NOTE 7<br />
Depreciation and impairments<br />
Amortization and depreciation of intangible and tangible assets<br />
are based on the historical acquisition cost and the estimated useful<br />
lives of various types of assets. For assets acquired during the<br />
year, depreciation or amortization is calculated from the acquisition<br />
date. Depreciation and amortization are deducted primarily<br />
straight-line over the following useful lives.<br />
Improvement measures in leased premises<br />
Research and development work<br />
Equipment within MCS operations<br />
Patents, licenses and brands<br />
Machinery and equipment<br />
Buildings<br />
Land lease<br />
3–7 years<br />
5 years<br />
6 years<br />
3–10 years<br />
3–10 years<br />
20–33 years<br />
50 years<br />
The useful life of acquired brands is based on the number of years<br />
that the brand is estimated to contribute revenues to the Group in<br />
its current form. The remaining useful lives for the brands are five<br />
years and six months, seven years and 11 months, eight years and<br />
three months, and nine years and nine months.<br />
Goodwill impairment is <strong>report</strong>ed among other operating expenses.<br />
See also Note 14.<br />
Depreciation, amortization and impairments for the year were<br />
charged against the income statement as shown below.<br />
Group Parent Company<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Cost of goods sold 127 116 – –<br />
Selling costs 17 13 – –<br />
Administrative costs 22 21 6 3<br />
Research and development<br />
costs 1 1 – –<br />
Other operating expenses – 1 – –<br />
167 152 6 3<br />
Financial leases<br />
Assets held through financial lease contracts are <strong>report</strong>ed as<br />
equipment. The year’s total payments relating to the assets<br />
amounted to SEK 6 M (6). Depreciation during the year amounted<br />
to SEK 6 M (5).<br />
Assets held under a finance lease refer primarily to vehicles.<br />
The minimum lease fee comprises a capital portion and an interest<br />
portion. The interest portion is variable and follows market interest<br />
rates prevailing in each country.<br />
Assets held under a financial lease are <strong>report</strong>ed as equipment<br />
in the following amounts:<br />
<strong>2008</strong> 2007<br />
Acquisition cost – capitalized financial leases 38 26<br />
Accumulated depreciation –21 –13<br />
Carrying amount 17 13<br />
Liabilities pertaining to financial leases –<br />
minimum lease fees <strong>2008</strong> 2007<br />
Within one year 7 5<br />
Between one and five years 10 8<br />
17 13<br />
Future financial costs for financial leases –2 –3<br />
Present value of future minimum lease fees 15 10<br />
Present value of financial lease liabilities<br />
Within one year 6 3<br />
Between one and five years 9 7<br />
15 10<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
70 Notes<br />
NOTE 9<br />
Financial income and expenses<br />
Group Parent Company<br />
Financial income <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Dividends from subsidiaries – – 250 258<br />
Income from liquidation – – 20 –<br />
Interest income, subsidiaries – – 70 60<br />
Interest income, other 7 8 1 1<br />
Exchange-rate differences 1 6 – 6<br />
Financial expenses<br />
8 14 341 325<br />
Interest expenses, subsidiaries – – –1 –1<br />
Interest expenses, other –73 –44 –68 –40<br />
Other financial expenses –12 –10 –2 –1<br />
–85 –54 –71 –42<br />
Total financial income<br />
and expenses –77 –40 270 283<br />
Group<br />
Deferred tax assets <strong>2008</strong> 2007<br />
Machinery and equipment 8 9<br />
Inventory 13 13<br />
Accounts receivable 29 10<br />
Prepaid expenses and accrued income 0 1<br />
Provisions 3 3<br />
Accrued expenses and deferred income 35 29<br />
Derivative instruments 0 0<br />
Loss carryforwards 15 10<br />
Provisions for pensions 23 14<br />
Other 2 0<br />
Offsetting –2 –27<br />
126 62<br />
Deferred tax assets for pension provisions pertain to the difference<br />
between the calculation of defined-benefit pension obligations<br />
according to local tax rules and IAS 19 Employee Benefits.<br />
NOTE 10<br />
Income taxes<br />
Group Parent Company<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Current tax expense 134 187 –14 –4<br />
Tax relating to prior years/<br />
withholding tax<br />
4 –2 – –<br />
Deferred tax related to temporary<br />
differences and loss<br />
carryforwards –22 –2 2 –<br />
Non-income-related taxes 4 7 – –<br />
Tax expenses <strong>report</strong>ed in<br />
the income statement 120 190 –12 –4<br />
Tax items recognized<br />
directly in equity<br />
Deferred tax attributable to<br />
pensions 11 0<br />
Reconciliation of effective tax<br />
Earnings before tax 285 526 228 242<br />
Tax according to prevailing tax<br />
rate for the Parent Company 79 146 64 67<br />
Difference attributable to<br />
foreign tax rates 25 32 – –<br />
Non-deductible expenses 17 17 0 0<br />
Non-taxable income –5 –12 –76 –71<br />
Non-income-related taxes 4 7 – –<br />
Tax relating to prior years/<br />
withholding tax 4 –2 – 0<br />
Other –4 2 0 –<br />
Tax expenses 120 190 –12 –4<br />
Group<br />
Deferred tax liabilities <strong>2008</strong> 2007<br />
Buildings 4 5<br />
Machinery and equipment 16 15<br />
Technology 8 8<br />
Brands 25 19<br />
Goodwill 6 5<br />
Inventories 0 0<br />
Untaxed reserves 11 11<br />
Provisions 11 6<br />
Other 8 5<br />
Offsetting –2 –27<br />
87 47<br />
Deferred tax assets relating to unutilized loss carryforwards are<br />
<strong>report</strong>ed to the extent that it is deemed likely that they will be used<br />
to offset taxable surpluses. The unutilized loss carryforwards<br />
amounted to SEK 53 M (33) at year-end, of which SEK 43 M (27)<br />
was unlimited in time and SEK 10 M (5) expires between 2009<br />
and 2013. Loss carryforwards for which deferred tax assets are<br />
not <strong>report</strong>ed amounted to SEK 6 M (5), of which SEK 1 M (0) was<br />
unlimited in time and SEK 5 M (5) expires between 2009 and 2013.<br />
Loss carryforwards totaling SEK 47 M (28) were thus suitable for<br />
<strong>report</strong>ing as deferred tax assets.<br />
Deferred tax income attributable to changed tax rates in Sweden<br />
amounted to an expense of SEK 1 M for <strong>2008</strong>. This amount is<br />
included in the item Other.
Notes<br />
71<br />
NOTE 11<br />
Earnings per share<br />
NOTE 12<br />
Tangible assets<br />
Group<br />
<strong>2008</strong> 2007<br />
Net earnings, attributable to shareholders<br />
in the Parent Company 163 332<br />
Weighted average number of outstanding<br />
shares, 000s 73,933 73,898<br />
– outstanding shares after dilution, 000s 73,933 73,913<br />
Earnings per share, SEK 2.21 4.49<br />
– after dilution 2.21 4.49<br />
The number of shares and earnings per share are restated with respect to the 4:1<br />
share split, redemption and the bonus issue that were implemented in 2007.<br />
Earnings per share (before dilution) are calculated by dividing the<br />
net earnings attributable to shareholders in the Parent Company<br />
with the weighted average number of outstanding shares during<br />
the year.<br />
In the calculation of earnings per share after dilution, the<br />
average number of outstanding shares is adjusted for the dilution<br />
effect of all potential shares. <strong>Munters</strong> has only stock options that<br />
entail a dilution effect. For such options, a calculation is made of<br />
the number of shares that could have been purchased at fair value<br />
(calculated as the average share price for the year) at an amount<br />
corresponding to the monetary value of the subscription rights<br />
associated with the outstanding stock options. The difference in<br />
value between the number of shares that would have been sold<br />
under the assumption that the stock options were utilized and the<br />
number of shares that would have been sold at the average share<br />
price during the period is treated as an issue of shares without<br />
payment. The weighted average number of shares is increased by<br />
the corresponding number of shares.<br />
The option program from May 2004, which began to mature<br />
during 2007, resulted in a marginal dilution effect in 2007. The<br />
remaining option program will not result in a dilution effect, since<br />
the issue price exceeds the average share price during the year.<br />
Group<br />
Acquisition cost<br />
Buildings<br />
and<br />
land<br />
Plant<br />
and<br />
machinery<br />
Equipment,<br />
tools,<br />
fixtures and<br />
fittings<br />
Construction<br />
in<br />
progress<br />
Amount on January 1 310 592 983 22<br />
Acquisition of subsidiaries<br />
(note 4) – 1 5 –<br />
Capital expenditure for<br />
the year 5 40 83 24<br />
Sales and scrapping – –29 –53 –1<br />
Reclassifications 20 –1 15 –35<br />
Translation differences for<br />
the year 37 64 116 2<br />
Amount on December 31 372 667 1 149 12<br />
Accumulated depreciation<br />
Amount on January 1 138 448 721 –<br />
Acquisition of subsidiaries<br />
(note 4) – – 1 –<br />
Sales and scrapping – –24 –51 –<br />
Reclassifications – –3 2 –<br />
Depreciation for the year 10 43 92 –<br />
Impairment for the year – 5 – –<br />
Translation differences for<br />
the year 15 49 90 –<br />
Amount on December 31 163 518 855 –<br />
Closing carrying amount 209 149 294 12<br />
Parent Company<br />
Acquisition cost<br />
Equipment, tools,<br />
fixtures and fittings<br />
Amount on January 1 31<br />
Capital expenditure for the year 8<br />
Sales and scrapping –1<br />
Amount on December 31 38<br />
Accumulated depreciation<br />
Amount on January 1 11<br />
Depreciation for the year 3<br />
Amount on December 31 14<br />
Closing carrying amount 24<br />
Depreciation is based on the asset’s acquisition cost and the<br />
estimated useful lives as specified in Note 7.<br />
The carrying amount of land amounted to SEK 27 M (25).<br />
Taxation values of buildings in Sweden amounted to SEK 15 M<br />
(15). The taxation value of land in Sweden amounted to SEK 2 M (2).<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
72 Notes<br />
NOTE 13<br />
Patents, licenses, brands and similar rights<br />
NOTE 14<br />
Goodwill<br />
Group<br />
Acquisition cost<br />
Brands<br />
Technology<br />
Other<br />
intangible<br />
assets<br />
Total<br />
Amount on January 1 55 24 71 150<br />
Acquisition of subsidiaries (note 4) 13 – 10 23<br />
Capital expenditure for the year – – 10 10<br />
Translation differences for the year 11 4 6 20<br />
Amount on December 31 79 28 97 203<br />
Accumulated amortization<br />
Amount on January 1 5 2 33 40<br />
Acquisition of subsidiaries (note 4) – – – –<br />
Amortization for the year 7 3 6 16<br />
Translation differences for the year 1 – 3 4<br />
Amount on December 31 13 5 42 60<br />
Closing carrying amount 66 23 55 143<br />
Brands<br />
This item includes the brands Sial in the amount of SEK 24 M,<br />
Des Champs Technologies, SEK 26 M, Turbovent, SEK 2 M and<br />
Toussaint Nyssenne, SEK 14 M, which were valued when these<br />
operations were acquired.<br />
Technology<br />
This item includes ventilation and air treatment systems for<br />
commercial buildings in the amount of SEK 18 M, and ventilation<br />
and air cleaning technology in the amount of SEK 5, which was<br />
received and valued in conjunction with the acquisitions of Des<br />
Champs Technologies and Turbovent.<br />
Other intangible assets<br />
Other intangible assets include SEK 3 M relating to patents, SEK<br />
33 M relating to capitalized development expenses for business<br />
and Group accounting systems, as well as SEK 6 M relating to a<br />
lease in China. Customer relations were valued at SEK 5 M in the<br />
acquired companies <strong>Munters</strong> Form and Toussaint Nyssenne in<br />
conjunction with the acquisitions.<br />
Parent Company<br />
Acquisition cost<br />
Other intangible assets<br />
Amount on January 1 18<br />
Capital expenditure for the year 4<br />
Amount on December 31 22<br />
Accumulated amortization<br />
Amount on January 1 1<br />
Amortization for the year 3<br />
Amount on December 31 4<br />
Closing carrying amount 18<br />
Investments for the year primarily refer to Field.Link, a mobile IT<br />
system in the MCS division that was launched in <strong>2008</strong>.<br />
Carrying amount before impairments<br />
<strong>2008</strong> 2007<br />
Amount on January 1 798 546<br />
Acquisition of subsidiaries (note 4) 64 240<br />
Exchange-rate differences for the year 120 12<br />
Amount on December 31 982 798<br />
Accumulated impairments<br />
Amount on January 1 4 3<br />
Impairments for the year – 1<br />
Amount on December 31 4 4<br />
Closing carrying amount 978 794<br />
Recognized goodwill value per<br />
cash-generating unit <strong>2008</strong> 2007<br />
Dehumidification, US 193 161<br />
Dehumidification, Belgium 37 –<br />
MCS, Australia 4 4<br />
MCS, Germany 112 96<br />
MCS, Norway and Denmark 68 73<br />
MCS Sweden 6 –<br />
HumiCool Aerotech, US 50 42<br />
HumiCool, Italy 398 345<br />
HumiCool, Denmark 80 71<br />
HumiCool Turkey 28 –<br />
Other 2 2<br />
978 794<br />
Impairment<br />
During 2007, an impairment was recognized of the entire goodwill<br />
value of SEK 1 M attributable to a Swedish operation in the MCS<br />
division due to the divestment of this operation. No impairment<br />
was recognized in <strong>2008</strong>.<br />
Impairment testing of goodwill values<br />
On September 30, <strong>2008</strong>, carrying amounts of goodwill were<br />
subjected to routine impairment testing. The assessments were<br />
carried out for each individual cash-generating unit. The valuation<br />
was based on the discounted future cash flow. This encompasses<br />
forecasts, approved by Group management and the Board, for the<br />
next three years. The growth rate after the three years has been<br />
cautiously estimated at 2 percent. In the calculations, a discount<br />
rate that is a nominal rate for the Group (Weighted Average Cost<br />
of Capital before tax) was used. It was determined as 11.0 percent<br />
(12.4). The most significant assumptions pertain to sales growth,<br />
the trend in the operating margin, utilization of operating capital<br />
employed and the discount rate.<br />
The recoverable value was found to exceed the carrying<br />
amounts. Consequently, no impairment was necessary. The total<br />
value in use for the cash-generating units exceeded the carrying<br />
amount by a factor of 2.4. A 2.9-percentage-point increase in<br />
the discount rate is required for it to be necessary to recognize<br />
an impairment loss in one unit. For the other units, a significantly<br />
larger increase in the discount rate is required before it is necessary<br />
to recognize an impairment loss. Against the background of<br />
changed market prerequisites and financial turmoil, an additional<br />
assessment of some larger units was performed per December<br />
31, <strong>2008</strong>. The recovery value was found to exceed the carrying<br />
values. There was no other indication of a decline in value.
Notes<br />
73<br />
Acquisition of operations<br />
The cash-flow statement shows the impact on cash and cash<br />
equivalents with respect to acquired operations. During <strong>2008</strong>,<br />
the cash-flow impact pertained to the cash payments and direct<br />
expenses attributable to the acquisitions of Toussaint Nyssenne,<br />
Västgöta Torkteknik and <strong>Munters</strong> Form, and the payments of additional<br />
purchase prices for Sial that were previously <strong>report</strong>ed as<br />
liabilities in conjunction with the acquisition.<br />
NOTE 15<br />
Participation in subsidiaries<br />
NOTE 16<br />
Aerotech Asia<br />
Inc Co<br />
Participation in associated companies<br />
Percentage,<br />
%<br />
Acquisition<br />
value<br />
Carrying<br />
value in<br />
the Group<br />
Share in<br />
earnings<br />
<strong>2008</strong><br />
Country<br />
British Virgin<br />
Islands 50 4 2 –<br />
No business activities were conducted in the Company. The carrying<br />
value in the Group corresponds to the estimated recovery value<br />
in conjunction with a possible future liquidation of the company.<br />
Direct shareholdings<br />
Percentage,<br />
Carrying<br />
Country<br />
% amount<br />
AB Carl <strong>Munters</strong><br />
Sweden 100 169<br />
(corp. reg. no. 556035-1198)<br />
<strong>Munters</strong> Beteiligungs GmbH Germany 100 4<br />
<strong>Munters</strong> BV Netherlands 100 0<br />
<strong>Munters</strong> Corporation US 100 2<br />
<strong>Munters</strong> France SAS France 100 45<br />
<strong>Munters</strong> Group Ltd UK 100 0<br />
<strong>Munters</strong> Italy SpA Italy 100 87<br />
<strong>Munters</strong> Korea Co Ltd South Korea 100 0<br />
<strong>Munters</strong> Ltd UK 100 154<br />
<strong>Munters</strong> (Thailand) Co Ltd Thailand 100 1<br />
Polygon AS Norway 100 249<br />
Polygon A/S Denmark 19 1<br />
Ateliers Toussaint Nyssenne SA Belgium 100 79<br />
791<br />
Indirect shareholdings in subsidiaries<br />
with significant business operations Country<br />
Percentage,<br />
%<br />
<strong>Munters</strong> AG Switzerland 100<br />
<strong>Munters</strong> Air Treatment Equipment<br />
(Beijing) Co Ltd China 100<br />
<strong>Munters</strong> A/S Denmark 100<br />
<strong>Munters</strong> Austria GmbH Austria 100<br />
<strong>Munters</strong> Brasil Industria e Comércio Ltda Brazil 100<br />
<strong>Munters</strong> de Mexico S de RL de CV Mexico 100<br />
<strong>Munters</strong> Euroform GmbH Germany 100<br />
<strong>Munters</strong> Europe AB (corp.reg.nr. 556380-3039) Sweden 100<br />
<strong>Munters</strong>-Form Endüstri Sistemleri<br />
Sanayi ve Ticaret A.S. Turkey 80<br />
<strong>Munters</strong> GmbH Germany 100<br />
<strong>Munters</strong> Inc Canada 100<br />
<strong>Munters</strong> India Humidity Control Private Ltd India 100<br />
<strong>Munters</strong> KK Japan 100<br />
<strong>Munters</strong> Mist Eliminator (Beijing) Co Ltd China 100<br />
<strong>Munters</strong> NV Belgium 100<br />
<strong>Munters</strong> Oy Finland 100<br />
<strong>Munters</strong> Poland Sp zoo Poland 100<br />
<strong>Munters</strong> Pte Ltd Singapore 100<br />
<strong>Munters</strong> (Pty) Ltd South Africa 100<br />
<strong>Munters</strong> Pty Ltd Australia 100<br />
<strong>Munters</strong> Service GmbH Germany 100<br />
<strong>Munters</strong> Services France SAS France 100<br />
<strong>Munters</strong> Spain SAU Spain 100<br />
<strong>Munters</strong> Torkteknik AB (corp.reg.nr. 556034-6164) Sweden 100<br />
Polygon A/S Denmark 56<br />
Turbovent Agro A/S Denmark 100<br />
NOTE 17<br />
Prepaid expenses and accrued income<br />
Group Parent Company<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Prepaid rent and leases 9 6 1 1<br />
Prepaid insurance premiums 8 8 – –<br />
Other items 100 51 11 5<br />
NOTE 18<br />
Financial instruments<br />
117 65 12 6<br />
<strong>Munters</strong>’ financial risks and how they are managed are described<br />
in Note 3 Financial instruments recognized as financial assets and<br />
financial liabilities.<br />
Derivative instruments<br />
At the end of the year, there were currency hedges within the<br />
Group according to the table below. They were <strong>report</strong>ed at fair<br />
value in the balance sheet.<br />
Currency<br />
Net sales amount in<br />
local currency, 000s<br />
Carrying amount,<br />
SEK 000s<br />
EUR –3,919 –123<br />
USD 4,286 –1,400<br />
GBP 50 122<br />
DKK 2,250 –148<br />
JPY –247,156 191<br />
PLN –850 –21<br />
AUD 102 –4<br />
SGD 146 –18<br />
Total –1,401<br />
Negative net sales amounts refer to purchasing and positive net<br />
sales amounts refer to selling.<br />
All forward contracts fall due for payment during 2009.<br />
Fair value of financial instruments<br />
The carrying amounts of interest-bearing assets and liabilities in<br />
the balance sheet may deviate from their fair value due to such<br />
reasons as changes in market interest rates. The interest period<br />
for the Group’s external loans is short. The fair value of such financial<br />
instruments as accounts receivable, accounts payable and<br />
other non-interest-bearing financial assets and liabilities, which<br />
are <strong>report</strong>ed at accrued acquisition cost with deductions for any<br />
impairment, is deemed to correspond to the carrying amount due<br />
to the short terms of these instruments.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
74 Notes<br />
Categories of assets and liabilities<br />
Group<br />
<strong>2008</strong><br />
Assets<br />
Currency derivatives<br />
to which<br />
hedge accounting<br />
of cash flow<br />
is not applied<br />
Loan and<br />
accounts<br />
receivables<br />
Nonfinancial<br />
assets<br />
Total<br />
Tangible assets – – 664 664<br />
Intangible assets – – 1,121 1,121<br />
Other fixed assets – 20 128 148<br />
Inventories, etc. – – 589 589<br />
Accounts receivable – 1,354 – 1,354<br />
Prepaid expenses and<br />
accrued income – – 117 117<br />
Derivative instruments 1 – – 1<br />
Other current receivables – 71 59 130<br />
Cash and cash equivalents – 490 – 490<br />
1 1,935 2,678 4,614<br />
2007<br />
Assets<br />
Tangible assets – – 600 600<br />
Intangible assets – – 904 904<br />
Other fixed assets – 19 64 83<br />
Inventories, etc. – – 536 536<br />
Accounts receivable – 1,292 – 1,292<br />
Prepaid expenses and<br />
accrued income – – 65 65<br />
Derivative instruments 0 – – 0<br />
Other current receivables – 58 48 106<br />
Cash and cash equivalents – 276 – 276<br />
0 1,645 2,217 3,862<br />
<strong>2008</strong><br />
Currency derivatives<br />
to which<br />
hedge accounting<br />
of cash flow<br />
is not applied<br />
Other<br />
financial<br />
liabilities<br />
Nonfinancial<br />
liabilities Total<br />
Liabilities<br />
Interest-bearing liabilities – 1,694 – 1,694<br />
Provisions – – 277 277<br />
Accounts payable – 537 – 537<br />
Accrued expenses and<br />
deferred income – 386 44 430<br />
Derivative instruments 2 – – 2<br />
Other liabilities – 143 246 389<br />
2 2,760 567 3,329<br />
2007<br />
Liabilities<br />
Interest-bearing liabilities – 1,200 – 1,200<br />
Provisions – – 231 231<br />
Accounts payable – 496 – 496<br />
Accrued expenses and<br />
deferred income – 353 24 377<br />
Derivative instruments 1 – – 1<br />
Other liabilities – 136 219 355<br />
1 2,185 474 2,660<br />
NOTE 19<br />
Equity<br />
Share capital<br />
The share capital of SEK 131,250,000 comprises 75,000,000<br />
fully paid shares, each with a par value of SEK 1.75. Each share<br />
entitles the holder to one vote at General Meetings. There is one<br />
class of share. All shares carry the same right to a share in the<br />
Company’s assets and profits. Each share entitles the holder to<br />
one vote at General Meetings with no limitations. There are no<br />
limitations to the transferability of the share under law or according<br />
to the Articles of Association.<br />
Reserves<br />
Reserves for<br />
unrealized gains<br />
Reserves for<br />
exchange-rate<br />
differences<br />
Total<br />
reserves<br />
January 1, 2007 2 –48 –46<br />
Cash-flow hedges –1 – –1<br />
Exchange-rate differences – 10 10<br />
December 31, 2007 1 –38 –37<br />
Cash-flow hedges –1 – –1<br />
Exchange-rate differences – 137 137<br />
December 31, <strong>2008</strong> 0 99 99<br />
The reserve for unrealized gains consists of the portion of gains<br />
and losses attributable to cash-flow hedges that are classified as<br />
effective.<br />
The reserve for exchange-rate differences consists of differences<br />
that arise when the income statements and balance sheets<br />
of foreign subsidiaries are translated into Swedish kronor.<br />
Holding of treasury shares<br />
In order to cover its commitments for outstanding option programs,<br />
the company has acquired treasury shares.<br />
Number<br />
Par value, SEK<br />
January 1, 2007 1,215,750 2,127,563<br />
Sales in 2007 –148,800 –260,400<br />
December 31, 2007 1,066,950 1,867,163<br />
Sales in <strong>2008</strong> – –<br />
December 31, <strong>2008</strong> 1,066,950 1,867,163<br />
During <strong>2008</strong>, there were no purchases or sales of treasury shares.<br />
In total, treasury shares were acquired for a purchase price of SEK<br />
56,983,367 corresponding to an average price including commission<br />
of SEK 53.41 per share.<br />
Number of outstanding shares<br />
Excluding treasury shares, the number of outstanding shares at<br />
year-end amounted to 73,933,050.<br />
Options program<br />
Outstanding options programs are described in Note 29.<br />
Dividend during the year<br />
The <strong>Annual</strong> General Meeting on April 22, <strong>2008</strong> approved the<br />
proposal of the Board of Directors and the President of a dividend<br />
amounting to SEK 2.50 per share, or SEK 184,832,625 in total.<br />
Proposed dividend<br />
The Board of Directors and the President propose to the <strong>Annual</strong><br />
General Meeting that no dividend be paid to shareholders for <strong>2008</strong>.
Notes<br />
75<br />
Changes in equity<br />
Attributable to the Parent Company shareholders<br />
Group Share capital Reserves Profit brought forward Total<br />
Minority<br />
interest<br />
January 1, 2007 125 –46 1,421 1,500 6 1,506<br />
Cash-flow hedges, net – –1 – –1 – –1<br />
Exchange-rate differences in translation<br />
of foreign subsidiaries – 10 – 10 – 10<br />
Actuarial gains and losses, net, including<br />
special employers’ contribution – – 3 3 – 3<br />
Total income and expenses recognized<br />
directly in equity – 9 3 12 – 12<br />
Net earnings – – 332 332 4 336<br />
Total income and expenses – 9 335 344 4 348<br />
Sales of treasury shares – – 11 11 – 11<br />
Bonus issue 6 – –6 0 – 0<br />
Redemption of treasury shares – – –494 –494 – –494<br />
Dividend to Parent Company shareholders – – –166 –166 – –166<br />
Dividend from subsidiaries – – – – –3 –3<br />
December 31, 2007 131 –37 1,101 1,195 7 1,202<br />
Total<br />
equity<br />
Attributable to the Parent Company shareholders<br />
Minority Total<br />
Group Share capital Reserves Profit brought forward Total interest equity<br />
January 1, <strong>2008</strong> 131 –37 1,101 1,195 7 1,202<br />
Cash-flow hedges, net – –1 – –1 – –1<br />
Exchange-rate differences in translation<br />
of foreign subsidiaries – 137 – 137 – 137<br />
Actuarial gains and losses, net, including<br />
special employers’ contribution – – –31 –31 – –31<br />
Total income and expenses recognized<br />
directly in equity – 136 –31 105 – 105<br />
Net earnings – – 163 163 2 165<br />
Total income and expenses – 136 132 268 2 270<br />
Dividend to Parent Company shareholders – – –185 –185 – –185<br />
Dividend from subsidiaries – – – – –2 –2<br />
December 31, <strong>2008</strong> 131 99 1,048 1,278 7 1,285<br />
NOTE 20<br />
Interest-bearing liabilities<br />
NOTE 21<br />
Provisions for pensions and<br />
similar commitments<br />
Group Parent Company<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Syndicated credit facility 1,637 1,137 1,637 1,137<br />
Other bank loans 16 31 – –<br />
Long-term liabilities 1,653 1,168 1,637 1,137<br />
Other short-term credit facilities 26 22 – –<br />
Lease obligation 15 10 – –<br />
Current liabilities 41 32 0 0<br />
<strong>Munters</strong>’ borrowing from banks comprises a syndicated credit<br />
facility and bank loans to subsidiaries granted on an individual<br />
basis. The syndicated credit facility amounts to SEK 2,000 M and<br />
extends until 2012. Further information is provided in Note 3.<br />
Group <strong>2008</strong> 2007<br />
Long-term defined-benefit commitments to<br />
employees 177 134<br />
Other long-term employee benefits 14 14<br />
Other benefits to employees 17 14<br />
Long-term 208 162<br />
Short-term defined-benefit commitments to<br />
employees 9 10<br />
Short-term 9 10<br />
Total provisions for pensions and<br />
similar commitments 217 172<br />
Long-term defined-benefit commitments to<br />
employees<br />
177 134<br />
Other long-term employee benefits 14 14<br />
Short-term defined-benefit commitments to<br />
employees 9 10<br />
Reported provisions in accordance<br />
with IAS 19 200 158<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
76 Notes<br />
The <strong>Munters</strong> Group finances pension plans for employees in several<br />
countries. These plans mainly follow practice in the country<br />
in question and may be defined-contribution or defined-benefit<br />
plans or a combination of both. The largest defined-benefit plans<br />
cover employees in Sweden, Norway, the UK and Germany. In<br />
France and Italy, the companies make provisions for mandatory<br />
remuneration when employment is terminated.<br />
<strong>Munters</strong> applies the alternative that IAS 19 allows, namely that<br />
actuarial gains and losses are recognized directly in equity in the<br />
period they occurred to the extent that they refer to remuneration<br />
after employment has been terminated. Actuarial losses<br />
amounted to SEK 40 M (gain: 2) for the period. The accumulated<br />
net loss amounted to SEK 71 M (33), which is included in the <strong>report</strong>ed<br />
pension debt. The actuarial loss during <strong>2008</strong> was primarily<br />
due to significantly lower discount rates than on the preceding<br />
valuation date in 2007.<br />
Other long-term employee benefits include employees in<br />
Germany.<br />
The defined-contribution plans include primarily retirement<br />
pensions, disability pensions and family pensions. The premiums<br />
are paid continuously during the year by each Group company to<br />
separate legal entities, for example, insurance companies. The<br />
size of the premium is based on salary. The cost for definedcontribution<br />
plans for the year amounts to SEK 75 M (67).<br />
Recognized provisions (changes for the year) <strong>2008</strong> 2007<br />
Amount on January 1 158 156<br />
Pension costs 14 15<br />
Actuarial losses(+)/gains(–) 40 –2<br />
Benefits paid by employer –13 –12<br />
Premiums paid by employer –1 –1<br />
Company acquisitions 0 0<br />
Terminated and changed benefit plans 0 0<br />
Exchange-rate differences for the year 2 2<br />
Amount on December 31 200 158<br />
Reported provisions (on closing date)<br />
Present value of wholly or partially funded obligations 73 71<br />
Present value of unfunded obligations 178 155<br />
Market value of plan assets (–) –51 –68<br />
Amount on December 31 200 158<br />
Present value of defined-benefit obligations<br />
Amount on January 1 226 223<br />
Benefits earned during the year 6 5<br />
Interest expenses 11 9<br />
Paid benefits –15 –16<br />
Company acquisitions 0 0<br />
Terminated and changed benefit plans 0 0<br />
Actuarial gains(-)/losses(+) – changes in<br />
assumptions 24 –2<br />
Actuarial losses – experience-based adjustments 3 3<br />
Exchange-rate differences for the year –4 4<br />
Amount on December 31 251 226<br />
Plan assets<br />
Amount on January 1 68 67<br />
Expected return on plan assets –10 3<br />
Premiums paid by employer 1 1<br />
Benefits paid from plan assets –1 –4<br />
Terminated and changed benefit plans 0 0<br />
Exchange-rate differences for the year –7 1<br />
Amount on December 31 51 68<br />
Return on plan assets <strong>2008</strong> 2007<br />
Expected return on plan assets –10 3<br />
Costs for obligations during the year –<br />
defined-benefit plans<br />
Benefits earned during the year 6 5<br />
Interest expenses 11 9<br />
Expected return on plan assets –4 –4<br />
Amortization of previously earned benefits 0 1<br />
Amortization of unrecognized actuarial gains and<br />
losses on other long-term employee benefits<br />
1 5<br />
Terminated and changed benefit plans 0 –1<br />
Costs for obligations during the year –<br />
defined-benefit plans 14 15<br />
Pension costs for defined-contribution plans 75 67<br />
Distribution of pension costs in the<br />
income statement<br />
Administrative costs 78 73<br />
Financial expenses 11 9<br />
Total pension costs 89 82<br />
Statement of income and expense<br />
<strong>report</strong>ed in the Group<br />
Actuarial gains(+)/losses(–) during the year –40 2<br />
Effects of limitation on assets par. 58 (b) 0 0<br />
Accumulated actuarial losses –71 –33<br />
Actuarial gains (+) and losses (–)<br />
recognized directly in equity<br />
Amount on January 1 –33 –35<br />
Amortization of actuarial gains during the year 1 4<br />
Actuarial losses on obligations –27 –1<br />
Actuarial losses/gains on plan assets –14 –1<br />
Terminated and changed benefit plans 0 0<br />
Exchange-rate differences for the year 2 0<br />
Accumulated –71 –33<br />
Plan assets<br />
Equity instruments, % 36 55<br />
Debt instruments, % 48 33<br />
Property, % 9 6<br />
Other assets (cash and cash equivalents), % 7 6<br />
No portion of plan assets in <strong>2008</strong> or 2007 was invested in the<br />
Company’s own equity instruments, debt instruments, properties<br />
or other assets utilized by the Company.<br />
Significant actuarial assumptions Group,<br />
weighted values<br />
Discount rate, % 3.9 4.8<br />
Return on plan assets, % 5.5 6.5<br />
Future salary increases, % 2.6 3.2<br />
Future inflation, % 1.9 1.8<br />
The expected return for plan assets is based on the assumption<br />
that the return on bonds will be equal to the interest for a 10-year<br />
government bond and that the return on shares will amount to the<br />
same interest plus a risk premium.
Notes<br />
77<br />
<strong>2008</strong> 2007 2006 2005 2004<br />
Present value of definedbenefit<br />
obligations 251 226 223 212 183<br />
Fair value of plan assets –51 –68 –67 –71 –65<br />
Net value funded and<br />
partly funded plans 200 158 156 141 118<br />
Experience-based adjustments <strong>2008</strong> 2007 2006<br />
Plan liabilities 3 3 9<br />
Plan assets –14 –1 2<br />
Net experience-based adjustments –11 2 11<br />
<strong>Munters</strong>’ budgeted fees for defined-benefit obligations amount to<br />
SEK 16 M for 2009.<br />
Parent Company<br />
<strong>2008</strong> 2007<br />
Defined-benefit obligations to employees 39 37<br />
NOTE 22<br />
Other provisions<br />
Provisions for<br />
legal disputes<br />
Warranty<br />
provisions<br />
Other<br />
provisions<br />
Total<br />
On January 1, <strong>2008</strong> 1 55 3 59<br />
– Additional provisions – 29 – 29<br />
– Reversed, unutilized<br />
amounts – –17 – –17<br />
Exchange-rate differences – 9 0 9<br />
Utilized during the year – –17 –2 –19<br />
On December 31, <strong>2008</strong> 1 59 1 61<br />
Provisions comprise: <strong>2008</strong> 2007<br />
Long-term portion 2 3<br />
Short-term portion 59 56<br />
61 59<br />
<strong>2008</strong> 2007<br />
Net liability attributable to the Company’s own<br />
pension obligations on January 1 37 35<br />
Costs excluding taxes that were charged against<br />
earnings 3 3<br />
Payment of pensions –1 –1<br />
Capital value, calculated at present value,<br />
of the Company’s own pension obligations<br />
on December 31 39 37<br />
Obligations that are wholly or partly offset by<br />
separated assets 0 0<br />
Obligations for which there are no separated assets 39 37<br />
Total 39 37<br />
Recognized pension costs for the period <strong>2008</strong> 2007<br />
The Company’s own pensions<br />
Costs excluding interest expenses 3 3<br />
Costs for the Company’s own pensions,<br />
excluding taxes 3 3<br />
Insured pensions<br />
Insurance premiums 3 4<br />
Costs for insured pensions, excluding taxes 3 4<br />
Recognized net costs, excluding taxes,<br />
attributable to pensions 6 7<br />
NOTE 23<br />
Accrued expenses and deferred income<br />
Group Parent Company<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Vacation pay liabilities 109 86 3 2<br />
Social security expenses 45 24 5 3<br />
Other personnel-related expenses 94 95 1 1<br />
Received, non-invoiced goods, etc. 182 172 6 4<br />
NOTE 24<br />
430 377 15 10<br />
Pledged assets and contingent liabilities<br />
Pledged assets for liabilities<br />
to credit institutes<br />
Group Parent Company<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Corporate mortgages – 4 – –<br />
Other pledged assets 1 1 – –<br />
Contingent liabilities<br />
1 5 – –<br />
FPG guarantees 2 2 73 69<br />
Bank guarantees – – 40 24<br />
Parent Company guarantees – – 13 17<br />
Other 0 1 – –<br />
2 3 126 110<br />
Reported net costs are recognized as an operating expense in<br />
their entirety.<br />
The net discount rate applied was 4.50 percent and the<br />
commitments are calculated on salary levels on the closing date.<br />
Expected payments for defined-benefit pension plans for the next<br />
year amount to slightly less than SEK 3 M. Fees to the FPG/PRI<br />
system for 2009 are estimated to be approximately SEK 3 M.<br />
FPG guarantees refer to pension liabilities in Sweden. Other guarantees<br />
are normal operational guarantees, for example, advances<br />
and completion guarantees.<br />
Legal proceedings<br />
The most significant legal processes are attributable to <strong>Munters</strong>’<br />
subsidiary in the US. As of December 31, <strong>2008</strong>, the company was<br />
named co-respondent in 52 (51) asbestos-related cases. To date,<br />
none of the plaintiffs have claimed to have been exposed to any<br />
specific <strong>Munters</strong> product. In the past few years, <strong>Munters</strong> Corporation<br />
has won four cases through summary judgments, meaning<br />
that these cases are now closed. <strong>Munters</strong> Corporation is of the<br />
firm opinion that the remaining claims are unfounded, and it will<br />
strongly dispute every claim. <strong>Munters</strong> Corporation has protection<br />
for the asbestos-related claims by having taken out several<br />
insurance policies. Under the condition of certain reservations,<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
78 Notes<br />
the insurance companies have confirmed that, until further notice,<br />
they will pay a significant portion of the defense expenses.<br />
For a period of time, a product within the Dehumidification<br />
division in the US suffered from a specific component fault. The<br />
reason for the fault was identified during <strong>2008</strong> and was attributable<br />
to a component supplied by a third party. <strong>Munters</strong> has<br />
initiated legal proceedings against the third party and is confident<br />
that it will be able to obtain compensation for a large part of the<br />
guarantee costs that arose due to the fault. <strong>Munters</strong>’ costs for addressing<br />
these faults were charged against earnings as they were<br />
incurred. Estimated compensation from the legal process has not<br />
been recognized as revenue in accordance with IAS 37 Provisions,<br />
Contingent Liabilities and Contingent Assets.<br />
<strong>Munters</strong> does not believe that any of the claims mentioned<br />
above will have any significant negative impact on the Company’s<br />
financial position or operating results.<br />
<strong>Munters</strong> is also involved in a small number of commercial disputes.<br />
None of these disputes is deemed to have any major negative<br />
impact on the Company’s financial position or operating results.<br />
NOTE 25<br />
Transactions with related parties<br />
There are no significant contractual relations or transactions between<br />
<strong>Munters</strong> AB and related parties. Remuneration and terms<br />
of employment for senior executives and individual members of<br />
the Board of Directors are presented in Notes 28 and 29. <strong>Munters</strong><br />
AB has not provided guarantees or guarantee commitments to<br />
or on behalf of Board members or senior executives. During the<br />
current or the preceding fiscal years, no member of the Board of<br />
Directors or senior executive was directly or indirectly involved in<br />
any business transaction with the Company that is or was unusual<br />
in nature or with respect to its terms or that in any respect remains<br />
unsettled or incomplete.<br />
The Parent Company’s sales to Group companies amounted<br />
to SEK 51 M (51). Purchases from Group companies amounted to<br />
SEK 22 M (15).<br />
NOTE 26<br />
Average number of employees, absence<br />
due to illness, gender distribution<br />
Average no. of employees <strong>2008</strong> 2007<br />
Group<br />
Number<br />
Of which<br />
men, %<br />
Number<br />
Of which<br />
men, %<br />
Australia 135 71 133 73<br />
Austria 71 81 81 83<br />
Belgium 86 90 68 85<br />
Brazil 44 91 26 88<br />
Canada 14 86 14 86<br />
China 161 79 159 79<br />
Denmark 147 70 141 70<br />
Finland 369 88 311 89<br />
France 82 84 74 83<br />
Germany 564 85 568 84<br />
India 9 78 2 50<br />
Indonesia 1 100 1 100<br />
Ireland 5 60 8 63<br />
Italy 276 81 277 79<br />
Japan 53 89 52 90<br />
Korea 15 80 11 82<br />
Mexico 99 82 129 86<br />
Netherlands 127 90 107 88<br />
New Zealand 4 77 3 67<br />
Norway 244 68 253 70<br />
Poland 15 73 13 77<br />
Russia 2 100 2 100<br />
Saudi Arabia 3 100 3 100<br />
Singapore 17 76 17 76<br />
South Africa 32 78 28 75<br />
Spain 15 47 13 62<br />
Sweden 390 83 378 84<br />
Switzerland 19 89 20 90<br />
Taiwan 2 50 1 0<br />
Thailand 24 67 27 70<br />
Turkey 10 50 – –<br />
United Arab Emirates 2 100 2 100<br />
United Kingdom 315 74 342 78<br />
US 938 82 1,001 82<br />
Vietnam 3 67 3 67<br />
4,291 81 4,268 81<br />
Of which Parent Company<br />
(Sweden) 30 67 24 64<br />
Absence due to illness<br />
Absence due to illness among employees of <strong>Munters</strong> AB during<br />
the year amounted to 2.64 percent (4.17) of the employees’ normal<br />
working time, of which absence due to illness for > 60 consecutive<br />
days accounted for 1.2 percent (3.47). Of total absence due to<br />
illness, 2.17 percent pertained to men and 0.47 percent to women.<br />
Information according to the <strong>Annual</strong> Accounts Act on absence<br />
due to illness for different groups of employees is not provided,<br />
since the number of employees per group was less than ten.<br />
Gender distribution among Company Management<br />
At year-end, the Board of Directors consisted of eight men and<br />
two women. The Group management, including the President of<br />
the Parent Company, consisted entirely of men. Presidents of the<br />
subsidiaries included in the Group were also 100 percent men.
Notes<br />
79<br />
NOTE 27<br />
Wages, salaries and other remuneration<br />
and social security expenses<br />
NOTE 28<br />
Remuneration to Board members<br />
and senior executives<br />
<strong>2008</strong> 2007<br />
Salaries<br />
and other Social<br />
remuneration<br />
security<br />
expenses<br />
Salaries<br />
and other Social<br />
remu- security<br />
neration expenses<br />
Parent Company 28 16 23 15<br />
of which, pension expenses – 6 – 6<br />
Subsidiaries 1,578 367 1,502 332<br />
of which, pension expenses – 84 – 76<br />
Group 1,606 383 1,525 347<br />
of which, pension expenses – 89 – 82<br />
Group <strong>2008</strong> 2007<br />
President<br />
and Board<br />
of Directors<br />
Of which<br />
variable<br />
remuneration<br />
Other<br />
employees<br />
President<br />
and Board<br />
of Directors<br />
Of which<br />
variable<br />
remuneration<br />
Other<br />
employees<br />
Australia 1 – 46 1 0 44<br />
Austria – – 29 – – 27<br />
Belgium 2 0 37 – – 30<br />
Brazil 1 0 11 – – 13<br />
Canada 0 – 6 0 – 7<br />
China 1 0 7 1 0 11<br />
Denmark 1 – 69 2 1 48<br />
Finland 1 0 102 1 0 93<br />
France 1 0 31 1 0 27<br />
Germany – – 246 2 0 235<br />
India 1 – 1 – – 0<br />
Indonesia – – 0 – – 0<br />
Ireland – – 2 – – 3<br />
Italy 3 – 98 6 2 82<br />
Japan 2 0 14 2 1 19<br />
Korea – – 3 – – 3<br />
Mexico 1 – 12 1 0 13<br />
Netherlands 3 0 50 2 0 40<br />
New Zealand – – 1 – – 1<br />
Norway 1 – 107 1 0 103<br />
Poland 1 0 3 0 0 2<br />
Russia – – 1 – – 1<br />
Saudi Arabia – – 1 – – 1<br />
Singapore 1 0 3 1 0 3<br />
South Africa 1 0 5 1 0 8<br />
Spain 3 – 5 1 0 4<br />
Sweden 8 1 155 8 1 140<br />
Switzerland – – 11 – – 11<br />
Taiwan – – 1 – – 0<br />
Thailand 1 0 2 1 0 2<br />
Turkey 1 1 3 – – –<br />
United Arab<br />
Emirates – – 1 – – 1<br />
United Kingdom 2 0 112 3 1 131<br />
US 6 0 392 6 1 381<br />
Vietnam – – 1 – – 1<br />
42 4 1,564 42 9 1,483<br />
Of which<br />
Parent Company<br />
(Sweden) 6 0 22 7 1 16<br />
Principles<br />
The Board Chairman and members of the Board of Directors receive<br />
fees according to the <strong>Annual</strong> General Meeting’s decision. Fees<br />
are paid for committee work. Employee representatives receive no<br />
Board fees. The <strong>Annual</strong> General Meeting, held in April <strong>2008</strong>, decided<br />
on the following principles for remuneration to senior executives.<br />
Salaries for senior managers shall be competitive and on market<br />
terms and with other terms of employment that correspond to<br />
the manager’s responsibility, authority, expertise and experience.<br />
Reconciliation of total compensation against market statistics and<br />
other information shall be performed regularly. In addition to a fixed<br />
annual salary, senior managers may also receive a variable salary,<br />
which will be based on the Group’s earnings per share for the President<br />
and for other managers on improvements in the manager’s<br />
area of responsibility with respect to earnings per share, sales,<br />
operating earnings and capital turnover rate, as well as the outcome<br />
of individual activity plans. The variable salary component shall<br />
correspond to at most 50 percent of the fixed annual salary for the<br />
President and at most between 30 and 70 percent for other senior<br />
managers. The Company may subsidize or compensate interest<br />
expenses when a senior manager acquires shares in a transaction<br />
in which the executive assumes all risk. Between the Company and<br />
other senior executives, the period of notice shall not be longer than<br />
six months and severance pay shall not correspond to more than<br />
18 months’ salary (basic salary) for the President and 12 months’<br />
salary (basic salary) for other senior executives. The President is<br />
encompassed by a defined-contribution plan, according to which<br />
the contracted premium provision may amount to a maximum of 35<br />
percent of the basic salary. Other senior executives residing in Sweden<br />
are encompassed by the ITP plan, in addition to which certain<br />
contribution-based supplements may be paid. For these programs,<br />
the total premium provision may amount to between 20 and 35<br />
percent of the pension-entitling salary. Senior executives residing<br />
outside Sweden are offered pension solutions that are competitive<br />
in the country in which they reside.<br />
Every year, the Board considers whether a share-price-related<br />
incentive program is to be proposed to the <strong>Annual</strong> General Meeting.<br />
A share-price-related incentive program that has not been decided<br />
on by an <strong>Annual</strong> General Meeting shall not exist in the Company.<br />
Board fees are established by the <strong>Annual</strong> General Meeting. If a<br />
Board member is employed by the Company, remuneration shall<br />
be paid to such a member in accordance with these principles,<br />
with no separate remuneration paid to the Board member for the<br />
Board assignment. If a Board member performs assignments for<br />
the Company that are not Board assignments, the remuneration to<br />
be paid shall be market-based with respect to the nature of the assignment<br />
and the work required. These principles shall encompass<br />
individuals who, during the period in which the principles apply, are<br />
members of Group management, other managers in a senior position<br />
directly under the President or Board members. The principles<br />
apply to contracts signed after the decision by the <strong>Annual</strong> General<br />
Meeting and for cases in which changes are made to existing<br />
contracts after this time. The Board is entitled to deviate from the<br />
principle if there are special reasons in a specific case, provided<br />
that this deviation is <strong>report</strong>ed and subsequently justified.<br />
In addition to the ordinary program for variable salary, one division<br />
president has a special bonus for the years <strong>2008</strong>–2010 corresponding<br />
to 0–50 percent of the fixed annual salary. Payment of<br />
this bonus will take place in 2011 and is subject to employment<br />
on January 1, 2011. The outcome will be based on performance<br />
linked to long-term goals for the division’s net sales, capital employed<br />
and operating margin.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
80 Notes<br />
Remuneration and other benefits to senior executives<br />
during the year<br />
Board fee Variable<br />
Other<br />
Amounts in<br />
Base remuneration<br />
Other Pension remu<br />
SEK 000s<br />
salary<br />
benefits expenses neration Total<br />
Chairman<br />
of the Board,<br />
Anders Ilstam 550 – – – – 550<br />
Board member,<br />
Kenneth Eriksson 250 – – – – 250<br />
Board member,<br />
Bengt Kjell 275 – – – – 275<br />
Board member,<br />
Eva-Lotta Kraft 300 – – – – 300<br />
Board member,<br />
Sören Mellstig 300 – – – – 300<br />
Board member,<br />
Jan Svensson 350 – – – – 350<br />
Board member,<br />
Kjell Åkesson 250 – – – – 250<br />
President 3,900 – 136 1,185 248 5,469<br />
Other senior<br />
executives<br />
(4.8 individuals) 9,005 – 1,041 1,605 274 11,925<br />
Total 15,180 – 1,177 2,790 522 19,669<br />
The Board fee refers to both the fee to elected Board members<br />
and to the fee to the members of the Audit Committee and<br />
Remuneration Committee. No fees are paid for the work of the<br />
Nomination Committee.<br />
Senior executives are the CEO (President), Chief Financial<br />
Officer, President of the Dehumidification division, President of the<br />
HumiCool division, President of the MCS division, and Group Vice<br />
President Human Resources and Corporate Communication.<br />
Variable remuneration for the <strong>2008</strong> fiscal year refers to<br />
expensed variable remuneration. No variable remuneration was<br />
expensed during <strong>2008</strong>.<br />
Other benefits refers to company cars and meal benefits. Pension<br />
expenses include costs for disability pension insurance and<br />
survivor annuity, etc. The amounts are stated excluding special<br />
employer’s contribution on pension expenses.<br />
Other remuneration refers to the payment of interest subsidies<br />
in <strong>2008</strong> for purchase of <strong>Munters</strong>’ shares (see Note 29).<br />
Pension<br />
The Swedish ITP plan is a multi-employer plan insured by Alecta. It<br />
is a defined-benefit plan, but since the plan assets and commitments<br />
cannot be allocated to each employer or individual person,<br />
the plan is <strong>report</strong>ed as a defined-contribution plan. Accordingly,<br />
future commitments for the senior executives cannot be provided.<br />
One senior executive domiciled in the US is covered by the<br />
general 401k pension plan plus a special premium-based pension<br />
plan. Funds are allocated monthly to a fund and correspond on<br />
each occasion to the Company’s commitments. The Company’s<br />
commitment on December 31, <strong>2008</strong> amounted to SEK 1,240,000.<br />
All pension plans for senior executives are vested – that is, not<br />
conditional on future employment.<br />
Severance pay<br />
Between the Company and the President and other senior executives,<br />
the period of notice shall not be longer than six months. If<br />
employment is terminated by the Company, severance pay will<br />
be received amounting to 12 months’ salary (18 months for the<br />
President). Severance pay is not considered pensionable income,<br />
except for the President, and is reduced by income from other<br />
employment. If the President or other senior executive takes the<br />
initiative in terminating employment, there is no severance pay.<br />
Financial instruments and options program<br />
The President and other senior executives have participated in the<br />
options program, approved by the <strong>Annual</strong> General Meeting during<br />
the past year. No options were allotted since the improvement in<br />
earnings per share for <strong>2008</strong> in relation to 2007 was not attained as<br />
stipulated in the requirements of the program. See also Note 29.<br />
Procedure and decision process<br />
The Board of Directors has appointed a Remuneration Committee<br />
among its members consisting of Anders Ilstam and Bengt Kjell.<br />
The work of the Committee is presented in the Corporate Governance<br />
Report on page 38.<br />
NOTE 29<br />
Outstanding incentive programs<br />
During the years 2004 and 2006, <strong>Munters</strong> implemented stock<br />
option programs directed to Group management and senior executives<br />
in the Group. The options for all outstanding stock option<br />
programs were purchased at a market premium, which is recognized<br />
as an increase in the Group’s equity. To cover the Company’s<br />
commitments according to the stock option programs, treasury<br />
shares have been acquired, with the purchase price being recognized<br />
as a reduction of the Group’s equity. In future, when options<br />
are redeemed, the subscription price received will be recognized<br />
as an increase in the Group’s equity. During the year, the option<br />
premium was subsidized at 40 percent for the 2004 start year and<br />
will be subsidized at 60 percent for the 2006 start year of the option<br />
premium in the form of a cash bonus, on condition that the option<br />
holder is employed at the time of the options’ redemption period.<br />
The subsidy and associated social costs will be charged against<br />
consolidated earnings. Provisions for these subsidies amounted to<br />
slightly more than SEK 1 M on the closing date.<br />
The change in the number of outstanding share options and<br />
their weighted average redemption price (SEK) are as follows:<br />
Average exercise<br />
price<br />
<strong>2008</strong> 2007<br />
Options<br />
Average exercise<br />
price<br />
Options<br />
January 1 97.57 117,500 95.33 128,100<br />
Issued – – – –<br />
Utilized – – 70.40 –10,600<br />
Expired 106.40 –10,000 – –<br />
Matured 82.00 –42,500 – –<br />
December 31 106.40 65,000 97.57 117,500<br />
The exercise price is translated with consideration taken to the share split and<br />
bonus issue that was implemented in 2007.<br />
Each option entitles the holder to purchase 3.21 shares.<br />
Starting<br />
year<br />
No. of<br />
issued<br />
options<br />
No. of outstanding<br />
options<br />
at year-end<br />
Option<br />
premium,<br />
SEK<br />
Exercise<br />
price,<br />
SEK<br />
Exercise period<br />
2006 Sept. 1, 2009 –<br />
March 31, 2010 75,000 65,000 32.80/19.10 106.40<br />
75,000 65,000<br />
An employee option program was approved for the years 2007–<br />
<strong>2008</strong>. No allotment took place, since the targets were not attained.
Notes<br />
81<br />
During the period from September 2007 to March <strong>2008</strong>, the option<br />
program started in 2004 was redeemed. None of the 42,500<br />
options were exercised by the option holders, since the exercise<br />
price of SEK 82.00 exceeded the average weighted share price of<br />
SEK 74.73 during the exercise period.<br />
Incentive program for senior executives<br />
The President holds 25,000 options in the program started in 2006.<br />
One senior executive hold 5,000 options in the program started in<br />
2006.<br />
<strong>Munters</strong> also subsidizes the acquisition of shares in <strong>Munters</strong><br />
made by Group Management in a share-purchase program<br />
approved by the Board. The subsidy means that during the<br />
period up to December 31, 2011 or at most to the termination of<br />
employment, <strong>Munters</strong> subsidizes the interest expenses for loan<br />
financing of current acquisitions by senior executives. In October<br />
2005, within the framework of the offering, one senior executive<br />
acquired 30,000 shares in an amount of SEK 1,950,000 and in<br />
February <strong>2008</strong>, two other senior executives acquired 45,000<br />
shares for a total of SEK 2,860,000. During 2006, the President<br />
acquired 36,000 shares in an amount of SEK 2,931,000 that are<br />
also included in this subsidy.<br />
NOTE 32<br />
Company information<br />
<strong>Munters</strong> AB (publ) is a Swedish public limited company registered<br />
with the Swedish Companies Registration Office. Its Corporate<br />
Registration Number is 556041-0606. The registered office of the<br />
Board Directors of <strong>Munters</strong> is in the Municipality of Stockholm in<br />
Sweden.<br />
The principal operations of the Group are described in Note 5.<br />
The Company’s shares are listed on the NASDAQ OMX Nordic<br />
Exchange Stockholm.<br />
The consolidated accounts for the fiscal year ended December<br />
31, <strong>2008</strong> were approved by the Board and the President on March<br />
6, 2009 and will be presented to the <strong>Annual</strong> General Meeting on<br />
April 15, 2009 for adoption.<br />
NOTE 30<br />
Fees to auditors<br />
Group Parent Company<br />
Amounts in SEK 000s <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Ernst & Young<br />
Audit 8,025 7,500 581 429<br />
Other assignments 2,238 1,193 317 184<br />
Other<br />
Audit 922 1,324 – –<br />
Other assignments 1,417 948 – –<br />
12,602 10,965 898 613<br />
An audit entails an examination of the annual <strong>report</strong> and accounts,<br />
as well as the management by the Board of Directors and the President,<br />
other tasks for which the Company’s auditors are responsible<br />
for performing, and providing advice and other council occasioned<br />
by this examination or the performance of other tasks. Other assignments<br />
relate mainly to consultation on taxation matters.<br />
NOTE 31<br />
Events after closing date<br />
During the first quarter of 2009, <strong>Munters</strong> implemented a number<br />
of measures to adapt operations to the weaker market conditions.<br />
Within MCS, these measures included phasing out of certain<br />
operations, centralization of administration and merging of certain<br />
business units resulting in personnel reductions. Within Humi<br />
Cool efficiency measures involved the production structure and<br />
volume-related personnel reductions. Dehumidification will reduce<br />
indirect personnel to lower its cost levels. Total costs are estimated<br />
at SEK 30–45 M, which will be charged against earnings in<br />
the first quarter. Overall, personnel will be reduced by about 250<br />
persons, while annual cost savings in ongoing operations over<br />
the coming 12-month period are estimated at SEK 75 M after full<br />
implementation.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
82 Proposed distribution of earnings<br />
Proposed distribution of earnings<br />
Future outlook<br />
<strong>Munters</strong> commands a strong market position in its areas of<br />
operation and employs reorganization and efficiency measures<br />
on an ongoing basis. The outlook for a long-term favorable<br />
development is good.<br />
Proposed distribution of earnings<br />
The following earnings (SEK) are at the disposal<br />
of the <strong>Annual</strong> General Meeting:<br />
Share premium reserve 2,117,500<br />
Profit brought forward 562,105,407<br />
Net earnings for the year 234,364,368<br />
Total 798,587,275<br />
The Board of Directors proposes that profit<br />
be distributed as follows:<br />
Distributed to shareholders –<br />
To be carried forward 798,587,275<br />
Total 798,587,275<br />
The Board of Directors intention is to apply a dividend policy<br />
entailing that the future dividend level is adapted to <strong>Munters</strong>’<br />
earnings level, financial position and other factors that the<br />
Board considers relevant. The annual dividend shall consist of<br />
about half of the Group’s average net earnings measured over<br />
a period of several years. In consideration of the prevailing<br />
unpredictability of financial market and the real economy, the<br />
Board of Directors proposes that no dividend be paid for <strong>2008</strong>.<br />
Assurance<br />
The undersigned assure that the <strong>Annual</strong> Report has been prepared<br />
in accordance with generally accepted accounting principles<br />
for listed companies, and that the consolidated accounts<br />
have been prepared in accordance with international accounting<br />
standards as referred to in Regulation (EC) No 1606/2002 of<br />
the European Parliament and of the Council of July 19, 2002 on<br />
the application of international accounting standards, provide a<br />
true and fair view of the Company’s and the Group’s financial<br />
position and earnings and that the Board of Directors’ Report<br />
and the Board of Directors’ Report for the Group provide a fair<br />
view of the development of the Company’s and the Group’s<br />
operations, financial position and earnings and describe material<br />
risk and uncertainty factors to which the Company and the<br />
companies included in the Group are exposed.<br />
Kista, March 6, 2009<br />
Anders Ilstam Kenneth Eriksson Bengt Kjell<br />
Chairman Board member Board member<br />
Eva-Lotta Kraft Sören Mellstig Pia Nordquist<br />
Board member Board member Board member<br />
Employee representative<br />
Jan Svensson Kjell Wiberg Kjell Åkesson<br />
Board member Board member Board member<br />
Employee representative<br />
Lars Engström<br />
President<br />
Board member<br />
Our auditor’s <strong>report</strong> was submitted on March 6, 2009<br />
Ernst & Young AB<br />
Björn Fernström<br />
Authorized Public Accountant
Auditor’s <strong>report</strong><br />
83<br />
Auditor’s <strong>report</strong><br />
To the <strong>Annual</strong> General Meeting of Shareholders in <strong>Munters</strong> AB (publ)<br />
Corporate Registration Number 556041-0606<br />
We have audited the annual accounts, the consolidated<br />
accounts, the accounting records and the administration of the<br />
Board of Directors and the President of <strong>Munters</strong> AB for the fiscal<br />
year <strong>2008</strong>. The annual accounts and consolidated accounts<br />
are included in the printed version of this document on pages<br />
42–45 and 50–82. The Board of Directors and the President<br />
are responsible for these accounts and the administration of the<br />
Company as well as for the application of the <strong>Annual</strong> Accounts<br />
Act when preparing the annual accounts and the application of<br />
international financial <strong>report</strong>ing standards, IFRS, as adopted<br />
by the EU and the <strong>Annual</strong> Accounts Act when preparing the<br />
consolidated accounts. Our responsibility is to express an<br />
opinion on the annual accounts, the consolidated accounts<br />
and the administration based on our audit.<br />
We conducted our audit in accordance with generally<br />
accepted auditing standards in Sweden. Those standards<br />
require that we plan and perform the audit to obtain high<br />
but not absolute assurance that the annual accounts and the<br />
consolidated accounts are free of material misstatement. An<br />
audit includes examining, on a test basis, evidence supporting<br />
the amounts and disclosures in the accounts. An audit also<br />
includes assessing the accounting principles used and their<br />
application by the Board of Directors and the President and<br />
significant estimates made by the Board of Directors and the<br />
President when preparing the annual accounts and consolidated<br />
accounts as well as evaluating the overall presentation<br />
of information in the annual accounts and the consolidated<br />
accounts. As a basis for our opinion concerning discharge from<br />
liability, we examined significant decisions, actions taken and<br />
circumstances of the Company in order to be able to determine<br />
the liability, if any, to the Company of any Board member or<br />
the President. We also examined whether any Board member<br />
or the President has, in any other way, acted in contravention<br />
of the Companies Act, the <strong>Annual</strong> Accounts Act or the Articles<br />
of Association. We believe that our audit provides a reasonable<br />
basis for our opinion set out below.<br />
The annual accounts have been prepared in accordance<br />
with the <strong>Annual</strong> Accounts Act and, thereby, give a true and<br />
fair view of the Company’s financial position and results of<br />
operations in accordance with generally accepted accounting<br />
principles in Sweden. The consolidated accounts have been<br />
prepared in accordance with international financial <strong>report</strong>ing<br />
standards IFRS as adopted by the EU and the <strong>Annual</strong><br />
Accounts Act and give a true and fair view of the Group’s<br />
financial position and results of operations. The statutory<br />
Board of Directors’ Report is consistent with the other parts<br />
of the annual accounts and the consolidated accounts.<br />
We recommend to the general meeting of shareholders<br />
that the income statements and balance sheets of the Parent<br />
Company and the Group be adopted, that the profit of the<br />
Parent Company be dealt with in accordance with the proposal<br />
in the Board of Directors’ Report and that the members<br />
of the Board of Directors and the President be discharged<br />
from liability for the fiscal year.<br />
Stockholm, March 6, 2009<br />
Ernst & Young AB<br />
Björn Fernström<br />
Authorized Public Accountant<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
84 Management<br />
6 4 1 3 5 2<br />
1 Lars Engström<br />
President and CEO. Born 1963. Employed<br />
since 2006. Background: MSc Mech Eng,<br />
Linköping Technical University. Various<br />
positions within Atlas Copco in Sweden and<br />
Australia, most recently as President of Atlas<br />
Copco Underground Rock Excavation Division.<br />
Shares held: 43,000. Options: 25,000.<br />
2 Martin Lindqvist<br />
Group Vice President and Chief Financial Officer.<br />
Born 1970. Appointed in March 2009.<br />
Background: MSc Business Administration<br />
Mid Sweden University. Various positions<br />
within Tetra Pak Sweden and Italy, Trelleborg<br />
in Mexico and most recently Group Controller,<br />
Mercuri Urval Group. Shares held: 0.<br />
3 Andreas Olofsson<br />
Group Vice President Human Resources and<br />
Corporate Communications. Born 1970. Employed<br />
since 2007. Background: MSc Econ.,<br />
Uppsala University. Management consultant<br />
at Connecta, Manager International Assignments<br />
at Sandvik and most recently Director<br />
of Human Resources and Organization at<br />
Bahco Group (Snap-on Inc.). Shares held:<br />
15,000.<br />
4 Mike McDonald<br />
President Dehumidification division, Executive<br />
Vice President. Born 1947. Employed since<br />
1995. Background: BSc Business Administration<br />
and Economics, Drury College, Senior<br />
Executive Development Program, Northwestern<br />
University. President of Reda Pump Company.<br />
Shares held: 38,400. Options: 5,000.<br />
5 Per Segerström<br />
President HumiCool division, Group Vice<br />
President. Born 1956. Employed since<br />
2003. Background: MSc Mech Eng., Royal<br />
Institute of Technology, Stockholm. Various<br />
positions within ABB in Sweden, Australia<br />
and Spain, most recently as Senior Vice<br />
President within the Substations business<br />
area. Shares held: 9,000.<br />
6 Morten Andreasen<br />
President MCS division, Group Vice President.<br />
Born 1958. Employed since <strong>2008</strong>. Background:<br />
B.S. Econ., Copenhagen University,<br />
Director of SAS Service Partner, President of<br />
Top Flight Catering AB, Senior Vice President<br />
LSG Sky Chefs. Shares held: 30,000.<br />
Information is as of March 6, 2009.
Definitions of financial key figures and glossary<br />
85<br />
Definitions of financial key figures<br />
Capital employed – Total assets less<br />
non-interest-bearing provisions less noninterest-bearing<br />
liabilities.<br />
Capital turnover rate – Net sales divided<br />
by average capital employed calculated on<br />
the opening and closing balances for the<br />
past four quarters.<br />
Cash and cash equivalents – Cash and<br />
bank balances plus current investments<br />
with maturity periods not exceeding three<br />
months.<br />
Earnings per share – Net earnings divided<br />
by the weighted average number of shares.<br />
EBIT margin – EBIT divided by net sales.<br />
Equity per share – Equity (excluding minority<br />
interest) divided by the number of shares<br />
outstanding on the closing date.<br />
Equity/assets ratio – Equity (including<br />
minority) interest divided by total assets.<br />
Interest coverage ratio – Earnings after<br />
financial items plus financial expenses (excluding<br />
exchange-rate differences) divided<br />
by financial expenses (excluding exchangerate<br />
differences).<br />
Net debt – Interest-bearing liabilities plus<br />
defined-benefit commitments to employees<br />
less interest-bearing assets less cash and<br />
cash equivalents.<br />
Net debt/equity ratio – Net debt divided by<br />
equity (including minority interests).<br />
Operating assets – Intangible assets<br />
excluding goodwill plus tangible assets plus<br />
inventories, etc., plus accounts receivable.<br />
Operating capital – Operating assets less<br />
operating liabilities.<br />
Operating cash flow – Cash flow from<br />
current operations and investing activities<br />
excluding acquisitions of operations and the<br />
sale of operating segments.<br />
Operating earnings – Operating earnings<br />
corresponds to EBIT excluding goodwill impairments<br />
and surplus values depreciation.<br />
Operating liabilities – Advances from<br />
customers plus accounts payable.<br />
Operating margin – Operating earnings<br />
divided by net sales.<br />
Operating working capital – Inventories,<br />
etc., plus accounts receivable less advances<br />
from customers less accounts payable.<br />
P/E (price/earnings) ratio – Share price on<br />
closing date divided by earnings per share.<br />
Return on capital employed – Earnings<br />
after financial items plus financial expenses<br />
(excluding exchange-rate differences) divided<br />
by average capital employed calculated<br />
on the opening and closing balances in the<br />
past four quarters.<br />
Return on operating capital – Operating<br />
earnings divided by the average operating<br />
capital using the past 12 months’ opening<br />
and closing balances as a base.<br />
Return on equity – Net earnings divided by<br />
average equity calculated on the opening<br />
and closing balances of the last four<br />
quarters. Minority interest is excluded from<br />
earnings as well as equity.<br />
Glossary<br />
Absolute humidity – The volume of water<br />
that air contains as generally measured in<br />
grams per kilogram of air.<br />
Absorption – Accumulation of moisture,<br />
for example, by a substance, which then<br />
changes chemically or physically.<br />
Adsorption – Accumulation of moisture, for<br />
example, by a substance, which does not<br />
change, either chemically or physically.<br />
AgHort – Agriculture and Horticulture.<br />
CELdek ® – A product of specially impregnated<br />
cellulose for evaporation and cooling<br />
of air.<br />
Cooling tower – A facility for evaporative<br />
cooling of water.<br />
Dehumidification – A division within<br />
<strong>Munters</strong> whose products are based on<br />
dehumidification.<br />
Dehumidifier – Equipment for dehumidification<br />
of air.<br />
DesiCool – A technology for cooling air<br />
through a combination of dehumidification<br />
and evaporative cooling.<br />
Dew point – The temperature to which air<br />
must be cooled for the water vapor in the<br />
air to condense.<br />
DryCool – (Previously HCU) A product that<br />
uses energy-efficient technology to control<br />
temperature and humidity independently<br />
of one another and uses waste heat to<br />
reactivate the sorption rotor.<br />
ERV – (Exhaust Recovery Ventilation) A<br />
technology for heat recovery. Outdoor air<br />
is pre-treated with condenser heat before<br />
being fed into the building.<br />
ProduCtion: Citigate Stockholm. PRINT: Strokirk Landströms. PHoto: Peter Knutsson, Labe Allwin, Lars Strandberg, Nordic Photos, istockphoto,<br />
arCHIVE PICTURES fROM <strong>Munters</strong>, Sandvik AND V&S Group.<br />
Evaporative cooling – Cooling that occurs<br />
when a liquid, such as water, evaporates.<br />
Field.Link – Mobile IT system for field engineers<br />
and customer centers that enables<br />
rapid and effective damage limitation.<br />
FGD – Flue-gas desulfurization is a technology<br />
applied in coal-fired power plants to<br />
clean flue gases from sulfur emissions that<br />
cause so-called acid rain.<br />
GLASdek ® – A product of specially impregnated<br />
spun glass for humidification and<br />
cooling of air.<br />
GTEC – A cooling system for intake air to<br />
gas turbines.<br />
HCU – A general term for a Humidity Control<br />
Unit. See also DryCool.<br />
HumiCool – A division within <strong>Munters</strong><br />
whose products are based on evaporative<br />
cooling and humidification.<br />
HVAC – Heating, Ventilation and Air Conditioning<br />
Leak detection – A search method which<br />
exploits changes in moisture, temperature<br />
and sound waves that leaks cause.<br />
MCS, Moisture Control Services – A<br />
division within <strong>Munters</strong> focused on moisture<br />
technology services with an emphasis on<br />
the restoration of water and fire damages.<br />
MEP – <strong>Munters</strong>’ continuous program for<br />
increased efficiency and continuous improvement<br />
within manufacturing and internal<br />
processes.<br />
MEP 2 – Initiatives during <strong>2008</strong> for rationalization<br />
of production and logistics, implementation<br />
of mobile IT and improving the<br />
processing of accounts receivable.<br />
Mist eliminator – A component for removing<br />
drops of liquid from a flow of gas.<br />
Mollier diagram – A diagram that shows<br />
the correlation between absolute humidity,<br />
relative humidity, temperature and energy.<br />
PowerPurge – New, patented technology<br />
to recover energy from the dehumidification<br />
process. By returning surplus heat from the<br />
dehumidification rotor to the regenerated<br />
air and simultaneously reducing the need<br />
for after cooling of the process air, energy<br />
costs can be reduced by up to 40%.<br />
RH, Relative Humidity – Expresses the relationship<br />
between the water content of air<br />
at a given temperature and the maximum<br />
amount that the air can hold at the same<br />
temperature.<br />
Sorption rotor – A rotor for dehumidification<br />
through sorption.<br />
The Humidity Expert – A concept for positioning<br />
<strong>Munters</strong>.<br />
Thermodynamics – The study of energy,<br />
particularly the characteristics of heat, its<br />
conversion to other energy forms and its<br />
ability to perform work. Based on laws of<br />
nature.<br />
VOC – Volatile Organic Compounds.<br />
Zeol – An operation within <strong>Munters</strong> focused<br />
on adsorption of VOC from air with zeolites,<br />
a substance that adsorbs VOCs.<br />
<strong>Munters</strong> <strong>Annual</strong> Report <strong>2008</strong>
<strong>Munters</strong> AB (publ)<br />
Isafjordsgatan 1, Kista Entrance<br />
Box 1188, SE-164 26 Kista, Sweden<br />
Phone +46-8-626 63 00<br />
Fax +46-8-754 68 96<br />
info@munters.com<br />
www.munters.com<br />
Corp. reg. nr. 556041-0606