Capítulo 3 Las Subordinadas adverbiales
3.3 Descripción de las adverbiales estudiadas
3.3.1 Antes de/ después de
NON-CURRENT ASSETS Group Group Parent Parent Company Company 11) Intangible assets (EUR) 2003 2002 2003 2002
Intangible rights
Acquisition cost, 1 Jan 516,836 96,829 94,928.62 94,928.62
Increase 42,456 420,007 -
Transfers between items -307,000 -
Acquisition cost, 31 Dec 252,292 516,836 94,928.62 94,928.62 Accumulated depreciation, 1 Jan -1,900 -1,900
Depreciation for year -44,403
Accumulated depreciation, 31 Dec -46,303 -1,900 Exchange rate differences 12,280
Book value, 31 Dec 218,269 514,936 94,928.62 94,928.62
Goodwill
Acquisition cost, 1 Jan 28,326,028 5,412,827 5,263,471.64 5,186,396.52 Increase 96,170 924,305 25,228.20 77,075.12 Bautas, 1 Oct, 2002 - 21,988,896 - -
Decrease - - - -
Transfers between items 307,000 - - - Acquisition cost, 31 Dec 28,729,198 28,326,028 5,288,699.84 5,263,471.64 Accumulated depreciation and
write-down, 1 Jan -4,257,311 -3,257,637 -3,709,828.22 -3,201,029.47 Depreciation for year -1,568,971 -999,674 -512,835.50 -508,798.75 Accumulated depreciation, 31 Dec -5,826,282 -4,257,311 -4,222,663.72 -3,709,828.22 Exchange rate differences -3,137,497 - - - Book value, 31 Dec 19,765,419 24,068,717 1,066,036.12 1,553,643.42
Other capitlalized long-term expenditure
Acquisition cost, 1 Jan 4,486,929 2,469,541 2,220,911.95 2,105,266.80 Increase 553,663 635,994 157,654.38 115,645.15
Bautas, 1 Oct, 2002 - 1,406,496 - -
Decrease -347,304 -25,102 - -
Transfers between items -711,355 - - - Acquisition cost, 31 Dec 3,981,933 4,486,929 2,378,566.33 2,220,911.95 Accumulated depreciation and
write-down, 1 Jan -1,580,559 -1,118,248 -1,348,186.47 -1,026,020.60 Depreciation for year -859,513 -462,311 -319,934.81 -322,165.87 Accumulated depreciation, 31 Dec -2,440,072 -1,580,559 -1,668,121.28 -1,348,186.47 Exchange rate differences -11,601
Book value, 31 Dec 1,530,261 2,906,370 710,445.05 872,725.48
Consolidation goodwill
Acquisition cost, 1 Jan 9,986,797 2,989,741 Increase 443,988 5,472,535 Bautas, 1 Oct, 2002 - 1,524,521 Transfers between items 222,355 - Acquisition cost, 31 Dec 10,653,140 9,986,797
Depreciation for year -846,515 -328,067 Accumulated depreciation, 31 Dec -1,470,903 -624,388 Exchange rate differences 54,256
Book value, 31 Dec 9,236,493 9,362,409
Total intangible assets 30,750,442 36,852,432 1,871,409.79 2,521,297.52
Tangible assets
Land and water
Acquisition cost, 1 Jan 1,557,616 740,674 76,126.90 76,126.90
Increase - 339,929 331,570.49 -
Bautas 1 Oct, 2002 - 709,550
Decrease - -232,537 - -
Transfers between items 233,000 - - - Acquisition cost, 31 Dec 1,790,616 1,557,616 407,697.39 76,126.90 Exchange rate differences -73,835
Book value, 31 Dec 1,716,781 1,557,616 407,697.39 76,126.90
Buildings
Acquisition cost, 1 Jan 4,993,817 2,172,147 1,475,086.03 1,474,565.78 Increase 1,102,493 1,012,043 634,276.33 520.25 Bautas 1 Oct, 2002 - 1,920,870
Decrease -3,658 -111,243 - -
Transfers between items 256,000
Acquisition cost, 31 Dec 6,348,652 4,993,817 2,109,362.36 1,475,086.03 Accumulated depreciation and
write-down, 1 Jan -668,164 -311,292 -305,269.62 -230,732.12 Bautas 1 Oct, 2002 - -172,665
Depreciation for year -305,455 -184,207 -74,629.10 -74,537.50 Accumulated depreciation, 31 Dec -973,619 -668,164 -379,898.72 -305,269.62 Exchange rate differences -114,859
Book value, 31 Dec 5,260,174 4,325,653 1,729,463.64 1,169,816.41
Machinery and equipment
Acquisition cost, 1 Jan 182,365,251 67,977,995 52,993,064.36 44,487,547.98 Increase 30,005,166 26,499,572 6,737,851.37 11,789,555.85 Bautas 1 Oct, 2002 - 93,213,816
Decrease -2,792,649 -5,326,132 -1,553,933.88 -3,284,039.47 Transfers between items -3,464 - - - Acquisition cost, 31 Dec 209,574,304 182,365,251 58,176,981.85 52,993,064.36 Accumulated depreciation and
write-down, 1 Jan -46,345,402 -24,162,394 -23,460,552.04 -20,079,940.28 Bautas 1 Oct, 2002 - -12,345,494
Accumulated depreciation on decreases - 1,471,934 605,550.10 1,134,023.66 Depreciation for year -22,269,109 -11,309,448 -5,088,883.00 -4,514,635.42 Accumulated depreciation, 31 Dec -68,614,511 -46,345,402 -27,943,884.94 -23,460,552.04 Exchange rate differences -7,223,186
Group Group Parent Parent Company Company 2003 2002 2003 2002
Group Group Parent Parent Company Company 12) Investments (EUR) 2003 2002 2003 2002
Holdings in Group companies
Acquisition cost, 1 Jan 23,876,588.60 11,422,120.14 Increase 88,151,340.83 12,454,468.46
Decrease -14,367.79 -
Book value, 31 Dec 112,031,561.64 23,876,588.60
13) Other shares and holdings (EUR)
Acquisition cost, 1 Jan 479,636 341,091 338,693.91 338,693.91
Increase - 138,545 - -
Decrease -54,406 - - -
Book value, 31 Dec 425,230 479,636 338,693.91 338,693.91
Parent 14) Shares and holdings Group company in Group companies Domicile holding holding
Teline-Rami Oy Helsinki 100 % 100 % Uudenmaan Telineykköset Oy Tuusula 100 % 100 % Rami-Cranes Oy Helsinki 100 % 100 % Rami-Muotit Oy Helsinki 100 % 100 % Rami-Tilat Oy Helsinki 100 % 100 % Ramirent Europe Oy Helsinki 65 % 65 %
OOO Techrent Moscow 65 % 0 %
ZAO Peterrent St. Petersburg 65 % 0 %
AS Ramirent Tallinn 65 % 0 %
SIA Ramirent Riga 43,55 % 0 %
UAB Ramirent Vilna 65 % 0 %
Ramirent Polska Sp. z o.o. Warsaw 65 % 0 % Rema-Rental S.A. Szczezin 65 % 0 %
SIA RAMITEH Riga 43,55 % 0 %
Ramirent Hungary Kft Budapest 100 % 100 % Stavdal i Sverige AB Gothenburg 100 % 100 % Stavdal Lift AB Gothenburg 50 % 0 % Stavdal Byggmaskiner i Göteborg AB Gothenburg 100 % 0 % Stavdal Byggmaskiner i Värmland AB Karlstad 100 % 0 % Stavdal Byggmaskiner i Stockholm AB Stockholm 100 % 0 % Stavdal Byggmaskiner Syd AB Gothenburg 100 % 0 % Operator SP. z o.o Warsaw 65 % 0 %
Bautas AS Oslo 100 % 100 %
Proff Utleie AS Oslo 100 % 0 % Stavdal Maskinutleie AS Oslo 100 % 0 % Stavdal Liftutleie AS Oslo 100 % 0 % Ranheimsveien 9 AS Oslo 100 % 0 %
Rami-Tilat Oy, Rami-Muotit Oy, Proff Utleie AS, Stavdal Maskinutleie AS and Stavdal Liftutleie AS had no business operations in the 2003 financial year. Rami-Service Oy and the real estate companies, KOY Imatrantie 55, KOY Hyvinkään Varastokatu and KOY Kempeleen Rautalujala, were merged into the parent company during 2003.
Group Group Parent Parent Company Company 15) Other shares and holdings (EUR) 2003 2002 2003 2002
Telephone shares and holdings 52,679 52,679 52,678.76 52,678.76 Shares in housing corps/business premises 285,679 285,679 285,678.78 285,678.78 Other shares and holdings 86,872 141,278 336.37 336.37 Total 425,230 479,636 338,693.91 338,693.91
16) Inventories (EUR)
Goods 6,285,764 7,423,571 1,022,936.35 1,362,428.53
17) Receivables from Group companies (EUR)
Long-term
Loans 13,723,217.03 49,821,884.00
Short-term
Trade receivables 1,550,797.88 1,400,323.46
Loan receivables - 908,540.59
Prepayments and accrued income 15,117.88 596,713.89 Other receivables 2,503,000.00 5,990,035.26
Total 17,792,132.79 58,717,497.20
18) Capital and reserves (EUR)
Share capital, 1 Jan 5,383,812 3,521,744 5,383,812.19 3,521,774.45 Rights offering 236,216 1,862,038 236,215.46 1,862,037.74
Share capital, 31 Dec 5,620,028 5,383,812 5,620,027.65 5,383,812.19
Share premium account, 1 Jan 33,077,713 4,369,183 33,077,713.35 4,369,183.09 Rights offering 2,333,129 28,708,530 2,333,129.54 28,708,530.26
Share premium account, 31 Dec 35,410,843 33,077,713 35,410,842.89 33,077,713.35
Legal reserve, 1 Jan 18,433 Transfer from retained earnings -18,433
Legal reserve, Dec 31 -
Retained earnings, 1 Jan 26,746,957 20,946,620 17,289,743.28 15,297,314.42 Change in translation difference -13,193,090 -198,668
Dividend distribution -3,212,402 -3,517,839 -3,201,130.50 -3,517,839.36
Retained earnings, 31 Dec 10,341,465 17,230,113 14,088,612.78 11,779,475.06
Net profit for the year 10,542,704 9,516,844 1,703,685.38 5,510,268.22
Total capital and reserves 61,915,040 65,208,481 56,823,168.70 55,751,268.82
19) Distributable funds (EUR)
Retained earnings 10,341,506 17,230,113 14,088,612.78 11,779,475.06 Net profit for the year 10,542,704 9,516,844 1,703,685.38 5,510,268.22 Part of accumulated depreciation difference
transferred to capital and reserves -14,105,300 -8,584,464
Group Group Parent Parent 20) Accumulated appropriations, Company Company parent company (EUR) 2003 2002 2003 2002
Accumulated depreciation difference, 1 Jan 8,882,629.82 7,080,391.71 Increase in depreciation difference 2,494,526.40 1,802,238.11 Accumulated depreciation difference, 31 Dec 11,377,156.22 8,882,629.82
21) Deferred tax assets and liabilities (EUR)
Deferred tax assets
from temporary differences 2,663,000 322,000 Total
(are included in item Other receivables) 2,663,000 322,000 Deferred tax liabilities
from appropriations 9,037,000 6,229,000 from temporary differences 879,374 649,710
Total liabilities 9,916,374 6,878,710
The deferred tax liability arising from the parent company’s accumulated depreciation difference is EUR 3,299,375 (EUR 2,575,962 in 2002).
22) Liabilities maturing in more than five years (EUR)
Pension loans - 147,257 - 147,257.19 Loans from financial institutions 28,000,000 6,000,000 28,000,000.00 6,000,000.00 Total 28,000,000 6,147,257 28,000,000.00 6,147,257.19
23) Debts to Group companies (EUR)
Other long-term debt 4,717,827.68 0.00 Accounts payable 219,690.81 106,044.78
Other debts - 147,838.23
Accruals and deferred income 3,503.71 8,831.03
Total 4,941,022.20 262,714.04
24) Short-term debts (EUR)
Accruals and deferred income in the parent company of EUR 3,126,682.69 (EUR 2,768,269.30) and in the Group of EUR 6,398,705 (EUR 6,170,746) comprised mainly tax liabilities, salaries and other accruals.
Repayments due in the following year:
Loans from financial institutions 19,680,534 21,182,876 10,000,000.00 5,000,000.00 Pension loans 1,033,154 1,033,487 1,033,153.86 1,033,486.90 Hire purchase loans 1,350,128 432,628 1,350,127.94 432,628.21 Total 22,063,816 22,648,991 12,383,281.80 6,466,115.11
Current account overdraft in use 6,349,963 11,516,977 4,153,598.89 11,516,977.86 Total 28,413,779 34,165,968 16,539,880.69 17,983,092.97
Group Group Parent Parent 25) Debts secured by Company Company mortgages or pledges (EUR) 2003 2002 2003 2002
Loans from financial institutions 112,931,900 121,058,328 86,422,392.01 47,831,669.55
26) Debts secured by (EUR)
Real estate mortgages 5,450,004 5,450,004 4,685,940.32 4,350,004.68 Company mortgages 236,591,919 236,591,919 75,843,302.19 73,143,302.19 Shares (book value) 33,034,106 33,034,106 24,215,282.51 24,215,282.51
Other collateral given on own behalf (EUR)
Company mortgages 2,700,000 2,700,000 2,700,000.00 2,700,000.00
Other pledges on behalf of Group companies (EUR)
Guarantees 3,752,177 5,880,378 -
Leasing obligations (EUR)
Leasing payments due in
following financial year 746,152 1,714,234 246,152.00 122,033.25 leasing payments due later 2,235,495 1,981,189 824,248.82 113,893.90 Total 2,981,648 4,402,643 1,070,400.32 235,927.15
Other liabilities (EUR)
Rent and payment guarantees 841 841.00
Pledges and guarantees given as security for other liabilities
Group companies have not given pledges or guarantees as security for liabilities other than their own or Group company liabilities.
Equity ratio covenants
The company has loans and guarantees tied to equity ratio covenants (20% and 30%).
27) Credit facilities, exchange rate and interest rate risks
The parent company and its Finnish subsidiaries has a current account credit facility of EUR 29 million, of which EUR 22,7 million was unused on the balance sheet date.
Companies in Sweden have loans in the local currency and loans from the parent company given in Swedish krona. Other companies of the Group operate partly in countries where, owing to the undeveloped nature of the money markets and the instability of the currency, the hedging of interest rate risks is not economically feasible in practice. The local external loans of these companies are always taken, whenever it is economically feasible and possible, in the local currency. These subsidiaries outside Finland are to a large extent financed by loans given by
Ramirent Europe Oy. Starting in the spring of 2000, the subsidiaries began to raise especially leasing finance and to some extent bank loans for the purpose of investments. In the Baltic countries, leasing finance has typically been euro-linked.
By 31 December, 2003, the Russian
companies only had intra-Group currency loans. The loans have been converted into euros for the financial year. The Group’s parent company has no currency loans. The interest period of the parent company’s credits is typically 6–12 months and, concerning pension loans, 2–3 years. Interest periods of different lengths are used to reduce the interest rate risk of the Group.
28) The ten principal shareholders according Number of shares % of total
to the share register on 31 December, 2003 shares and votes
Veidekke ASA 2,142,857 32.06
Oy Julius Tallberg Ab 1,081,650 16.18
Gaspar Oy Ab 987,780 14.78
Oy Optiomi Oy 396,000 5.93
Fim Fenno mutual fund 127,600 1.91
Odin Finland 122,200 1.83
Fim Forte mutual fund 103,200 1.54
EQ Pikkujättilaiset/EQ Fund Management Ltd 100,000 1.50 Mutual fund Alfred Berg Finland 83,000 1.24 Mutual fund Alfred Berg Portfolio 55,500 0.83
Other shareholders 1,483,374 22.20
6,683,161 100.00
On 31 Dec, 2003, 7.7% of the shares and votes of Ramirent Plc were owned or controlled, directly or indirectly, by the President and CEO and the members of the Board, excluding all options. When op- tions are included, the corresponding figure was 7.8%.
29) Shareholder structure, 31 Dec, 2003 Holdings Total shares and votes
Companies
Privately-held 96 2,886,808
Public 1 3,400
Financial and insurance institutions 15 548,995
Public organisations 11 97,932
Non-profit organisations 23 275,530
Households/private persons 668 522,139 International shareholders 9 2,348,357
On 31 Dec, 2003, nominee-registered shares totalled 23,095 or 0.35 % of total shares and votes.
30) Distribution of shareholdings on 31 Dec, 2003
% of all
% of all Share- share- Number of shares Shares shares holders holders
1-100 216 26.18 18,195 0.27 101-1,000 440 53.33 175,001 2.62 1,001-10,000 130 15.75 481,890 7.21 10,001-100,000 32 3.88 1,046,788 15.66 100,001-1,000,000 5 0.60 1,736,780 25.99 Over 1,000,000 2 0.24 3,224,507 48.25
The company has two valid option programs, the first launched in 2000 and the second in 2002.
The options issued in 2000 and designated as C options were offered to key personnel of Ramirent Group, including the CEOs and Board members of Group companies. The 400,000 options were all subscribed for in the 2000 financial year. The total shares to be subscribed for by the options account for no more than approx. 6.0% of the company’s share capital and votes on december 31, 2003. The share subscription period for those holding the options began on May 1, 2002 and will end on April 30, 2004. The share subscription price is the average trade-weighted price in the Helsinki Exchanges during
1 January – 31 March, 2000. The share sub- scription price is reduced after the period for determining the subscription price and before the actual subscription by the amount of divi- dends payable on the record date of each divi- dend. However, the subscription price of the share is always at least the share’s par value. On December 31, 2003 with the options 2000C were subscribed 119,700 shares and after that 86,200 shares.
Most of the 2002 options were offered to key persons responsible for and working in interna- tional operations in Ramirent Group. No more
than 500,000 Ramirent Plc shares can be subscribed for using the options. The share subscription price with 2002A and 2002B options, is the average trade-weighted price of the Ramirent share in the Helsinki Exchanges during 1 October – 30 November, 2002, i.e. EUR 14.36. The subscription price of shares subscribed for using the options is reduced after the period for determining the subscription price and before the actual subscription by the amount of dividends decided. The share subscription price must be at least the counter-book value of the share. The share subscription period for 2002A options is 1 October, 2004 – 31 October, 2006, and for 2002B options 1 October, 2005 – 31 October, 2007.
The two valid option programs affect more than 70 key Group personnel, including insiders as defined in the Companies Act, chapter 1, section 4. The total holding of these persons in the company amounts, at the time of signing these financial statements and prior to the exercising of the Ramirent Europe options, to 4.0% of the company’s shares and votes. After subscribing for the options, and if they later exercise all the options from the three option programs to subscribe for shares, the amount may rise to no more than 4.1% of the company’s shares and votes.
32) Board’s valid authorisation to acquire and surrender the company’s own shares
The Board of Directors is authorised until 24 April, 2004 to acquire up to 206,000 of the company’s own shares. The company can acquire its own shares in order to develop the capital structure of the company, and/or to use them as payment in the case of corporate or business acquisitions. The shares can be acquired by decision of the Board of Directors either by means of public trading on the Helsinki Exchanges or by making a public offer of purchase concerning the shares to be purchased. The shares can be acquired at their market value in public trading at the moment of acquisition. The authorisation has not yet been used.
The Board is authorised until 24 April, 2004 to decide on the surrender of the company’s own
acquired shares on the following conditions: The authorisation is valid for no more than 206,000 shares. The Board is authorised to decide to whom and in what order the company’s own shares will be surrendered. The Board can decide on the surrender of the company’s own shares in ways which depart from the pre-emptive rights of shareholders to purchase the company’s own shares. The shares can be used as payment in cases of corporate or business acquisitions or when the company otherwise acquires business-related assets in a way and to the extent decided by the Board.
The surrender price must be no less than the market price quoted in the Helsinki Exchanges at the moment of surrender. The authorisation has not yet been used.
33) The Board’s valid authorisation to decide on the execution of a rights offering
The Board of Directors is authorised until 24 April, 2004 to decide on the raising of the share capital by one or more rights offerings, giving the right to subscribe to no more than 430,000 of the company’s new shares, and in which the company’s share capital can be raised by no more than EUR 361,604.04. The authorisation entitles the Board to depart from the pre-emptive rights of shareholders to subscribe for new shares, and to decide on the subscription prices and terms. The authorisations departing from the pre-emptive rights of shareholders can be used provided that there are weighty financial
reasons from the company’s perspective, such as the financing of corporate or business acqui- sitions or other arrangements affecting the development of the company’s business opera- tions. They cannot be made for the benefit of those who are counted as insiders of the company. In the case where share capital is raised by a rights offering, the Board of Directors is entitled to decide whether the shares can be subscribed for in kind, or other- wise on certain conditions. The authorisation was used during the financial year.