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Page 2
Contents
Page
2 Board of Directors
Management
Heads of Functions
Auditors
3 History
4 Financial and Operational Highlights
5-7 Annual Report
-… Annual Report and Accounts
- Main Activities of the Company and
Significant Events during
the Accounting Year
- Company Results
- Balance Sheet and Financial Resources
- Investments
- Commercial and Financial Exposures
- Changes in Board of Directors and
Management
- Employees
- Changes in Shareholders' Equity and
Ownership
- Own Shares
- Outlook
- Distribution of Profit
- Decisions by the Board of Directors
and Proposals for the Annual General
Meeting etc.
7 Auditors' Report
8 Accounting Policies
9 Profit and Loss Account
10 Balance Sheet, Assets
11 Balance Sheet, Liabilities and
Snareholders” Equity
12 Cash Flow Statement
13-15 Notes to the Annual Accounts
Board of Directors
Klaus W. Roth
Chairman
Hans Christoffersen
Vice-Chairman
Board memberships in other Danish limited companies:
Atelier Alfa A/S, Brøchner Hotels A/S,
Clemmesen Biscuit A/S, DataPro A/S,
DCSU A/S, E, H. Invest A/S,
Ejendomsaktieselskabet Berlingsbakke,
J. &R. Frydenberg A/S, Johansen Dekoration A/S,
Jupiter Group A/S, Land & Leisure A/S,
Henning Larsens Tegnestue A/S,
Poul Poulsen Consult A/S, Taora A/S,
Winkelhorn IT's management A/S,
A. J. Aamund A/S
Uwe W. Wittenberg
(Resigns at 31 December 2002)
Ole Linder
Elected by the employees
Fiemming Pram Nielsen
Elected by the employees
Management
Hans Bertil Thelin
Managing Director
Board memberships in other Danish limited companies:
CAT Forsknings- og Teknologipark A/S
CAT Innovation A/S
Herman Christensen
Finance Manager
(Resigns at 28 February 2003)
Jens Peter Dragø
Manager
Board memberships in other Danish limited companies:
Member of the Board of Directors and the Board of
Management in Ejendomsselskabet af 26.8.2002 A/S
(previously RODENA A/S)
Heads of Functions
Finn Christoffersen
Technology
Kurt Hjelholt
Logistics
Erik Wittrup
Sales
Auditors
RIR REVISION
Hanne Brødsgaard
State Authorized Public Accountant
PricewaterhouseCoopers
Ib Kaaber
State Authorized Public Accountant
History
RIAS A/S was founded in 1959. During the first years, the company was a production company, producing and
selling cast acrylic sheets.
As from 1963, RIAS began to supplement their own production of acrylics by distribution of plastic semi-
manufactures in general. As a natural! part of the strategy to offer the clients the specific plastic material most
suitable for the particular job a close cooperation was entered into with leading national and international
producers of plastic semi-manufactures.
in 1973 and 1975 the first steps towards an internationalization of the trading operation were taken as RIAS
established its own subsidiaries in Sweden (Stockholm) and Norway (Oslo).
As the initial step towards the securing of both the financial and managerial base for the Group, RIAS was in 1985
listed on the Copenhagen Stock Exchange, The second step was the family K. E. Jacobsen's sale as at 1
September 1987 ofthe share voting majoritytothe Finnish Amer Group. RIAS became the head office ofthe Amer
Group plastic operations. At the end of 1988 the acrylic sheet production was sold to Repsol Quimica S.A.,
Spain.
In October 1989 the Finnish Amer Group put up the majority shareholding in RIAS for sale. The sale was effected
as at 28 February 1990 and the buyer was Thyssen Handelsunion AG, Germany.
Simultaneously RIAS sold the shares in the Finnish subsidiary OY RIAS AB, the main activity of which was the
production and sale of boats, and rebought the profit centre thereof for the trading of semi-manufactured plastic
products. This profit centre was placed in a new company acquired by RIAS named OY RIAS AB.
A resource demanding expansion phase in the foreign subsidiaries in 1990 combined with a considerable
weakening of the business trend in the countries in question resulted in RIAS' sale in the accounting year 1990/
91 of the shares in the subsidiaries in Norway, Sweden and England as well as the winding up of the trading
activities in the Finnish subsidiary. With the sales/winding up of the foreign subsidiaries the risk profile of the
company was considerably reduced, and so RIAS has concentrated the activities and resources on the core
business in Denmark.
in January 1993 new, expedient storage and distribution facilities in Roskilde were occupied. At the same time
RIAS discontinued stock holding and distribution from leased premises in Viborg, and all storage facilities were
thus concentrated under the same roof. The remaining subsidiaries in RIAS, RIAS Kunststoffvertrieb GMDH,
Germany, and OY Nordic Partners AB (previously OY RIAS AB), Finland - which were both inactive in the
accounting years 1991/92 and 1992/93 - were wound Up in July and August 1993.
In 1996 Thyssen Handelsunion AG's subsidiary, Thyssen Schulte GmbH, (change of name to Thyssen Krupp
wWerkstoffe GmbH in 1999) took over the shares in RIAS held by Thyssen Handelsunion AG as part of a
restructuring within the Thyssen Handelsunion Group.
At 1 October 1997 RIAS consolidated the position in the Danish market as the leading distributor of semi-
manufactured plastic products by the take over of the activities in plastics from Tibnor Danmark A/S. At 30
September 1998 RIAS took over part of the neighbouring property, Industrivej 7, Roskilde, where the activities
of Akni Plast ApS, which were taken over at 1 October 1999, were placed. With the take over of the activities
in Akni Plast ApS RIAS can — besides sawing and cutting-to-size of semi-manufactured plastics — offer a limited
extent of mechanical processing such as bending, drilling, glueing, polishing and the like.
At the beginning of 2001 Thyssen Krupp Werkstoffe GmbH transferred its shares in RIAS A/S to Thyssen Råhm
Kunststoffe GmbH, which company is hereafter the parent company of RIAS.
As from 1 October 2002 RIAS took over the business activities of RODENA A/S. RODENA A/S' main activities
have been trade and distribution of plastic sheets and accessories to timber merchants as well as do-it-yourself
markets. The Company has thus strengthened its position considerably in this market. The combination of the
activities of the two companies will create the absolutely leading distributor in Scandinavia within the market area
mentioned.
Today RIAS A/S is the leading distributor of semi-manufactured plastic products in the Danish market to all
sectors within the manufacturing, building and construction industries as well as the public sector, and is a
company in Europe's leading plastics division through the affiliation to the German Thyssen Råhm Kunststoffe
Group.
Page 3
Page 4
Financial and Operational Highlights
Profit and Loss Account (DKK million) 2001/02 2000/01 1999/00 1998/99 1997/98
Net sales 209.2 215.0 242.7 194,8 196.6
Cost of sales 146.9 154.4 174,8 143.5 145.6
Gross profit 62.3 60.6 67.9 51.3 51.0
Capacity costs 48.4 48.3 51.8 40.3 39.8
Deprecliation, amortisation and writedowns 5.4 5.1 4.6 3.5 3.3
Profit before net financials and tax 8.5 7.2 11.5 7,5 7.9
Financial Income, net 1.0 0.8 0.6 0,9 1.0
Profit before tax 9.5 8.0 12.1 8.4 8.9
Tax for the year 3.0 2.1 4.0 2,5 3.1
Profit for the year 6.5 5.9 8.1 5.9 5.8
Balance Sheet at year-end (DKK million)
Fixed assets 37,5 41,2 40.8 35.7 33.1
Current assets 87.5 78.5 89.6 79.1 79.4
Total assets 125.0 119.7 130.4 114.8 112.5
Shareholders' equity 95.3 90.7 86,6 83,6 79.5
Deferred tax 7.2 6.8 6,7 5,3 4.5
Long term debt 0.0 0.0 0.0 0.0 0.0
Current liabilities 22.5 22,2 37.1 25.9 28.5
Total liabilities and shareholders” equity 125.0 119.7 130.4 114.8 112.5
Investments, net, in intangible &
tangible fixed assets (DKK million) 1.7 5.3 6.7 5,7 8.6
Average number of full-time employees 89 96 98 84 82
Financial ratios
Gross profit margin 30% 28% 28% 26% 26%
Profit margin 4% 3% 5% 4% 4%
Return on investment 9% 7% 11% 8% 9%
Earnings per DKK 100 share 28 26 35 23 23
Dividend per DKK 100 share 8 8 8 7 7
Book value per DKK 100 share 413 393 375 326 310
Return on equity before tax 10% 9% 14% 10% 12%
Return on equity after tax 7% 7% 10% 7% 7%
Equity ratio 76% 76% 66% 73% 71%
Quoted price at end of September
per DKK 100 share 220 239 215 185 250
Definitions, financial ratios:
Gross profit margin has been computed as gross profit as a percentage of net sales.
Profit margin has been computed as profit before net financials and tax as a percentage of net sales.
Retum on investment has been computed as profit before net financialsand tax asa percentage of average operational assets for theyear, i.e. of
total assets less cash and cash equivalents and financial fixed assets.
EamingsperDKK1 00 sharehasbencomputedas profit fortheyeardvidedby 1/1 00 ofthesharecapitalafterdeductionofthecompany'sholding
of own shares, at year-end.
Dividend per DKK 100 share has been computed as dividend divided by 1/100 of the share capital after deduction of the company's holding
of own shares, at year-end.
Book value per DKK 100 share has been computed as shareholders' equity at year-end divided by 1/100 of the share capital after deduction
of the company's holding of own shares, at year-end.
Retum on equity before tax has been computed as profit before tax as a percentage of average shareholders” equity for the year.
Retum on equity after tax has been computed as profit for the year as a percentage of average shareholders' equity for the year.
Equity ratio has been computed as shareholders” equity at year-end as a percentage of total liabilttes and shareholders' equity at year-end.
Annual Report
Annual Report and Accounts
In the opinion of the Board of Directors and Management all material information for
an evaluation of the Company's financial position, the results for the year and the
financial development appears from the annual accounts and the present annual
report.
Main Activities of the Company and Significant Events during the
Accounting Year
Like in previous years, the main activities of the Company during the accounting year
concentrated on sales and distribution of semi-manufactured plastics for all sectors
within tne manufacturing, building and construction industries as well as the public
sector.
The Company's products are primarily sold in Denmark.
At the Company's Annual General Meeting on 1 February 2002 the proposal from the
Board of Directors that the Company's share capital be written down by nominal DKK
2,562,000 by cancellation of the Company's holding of 25,620 own B-shares of each
DKK 100 was unanimously adopted with the majority needed for amendments to the
articles of association.The Company's attorney and vice chairman of the Board, Mr
Hans Christoffersen, was authorised by the Annual General Meeting to take the
necessary further action in connection with the implementation of the decision of the
writedown of the share capital, including insertion of a statutory notice and the
execution of all notifications and registrations in connection with the writedown of the
share capital.
The formalities in connection with the above were concluded on 27 May 2002, cf. the
Company's notification to the Danish Commerce and Companies Agency on the
same date, with simultaneous announcement to the Copenhagen Stock Exchange.
We further refer to the statement of 20 June 2002 from the Copenhagen Stock
Exchange on the writedown of the share capital by the cancellation of own shares.
After thewritedown the Company's share capital amounts to nominal DKK 23,063,000,
of which amount nominal.DKK 3,125,000 are A-shares and nominal DKK 19,938,000
are B-shares. Before thewritedown the nominal capitalamounted to DKK 25,625,000.
On 26 August 2002, RIAS A/S and RODENA A/S entered an agreement on the
transfer of RODENA A/S' business activities to RIAS A/S as from 1 October 2002 -
cf. announcement of the same date to the Copenhagen Stock Exchange, RODENA
A/S' main activities have been trade and distribution of plastic sheets and accessories
to timber merchants as well as do-it-yourself markets — especially standard sheets
for roofing constructions. RIAS A/S' strength within the building sector is a large and
wide delivery programme of plastic sheets and accessories for individual solutions
mainly for roofing systems. Furthermore, RIAS A/S has a special Projects Department
with technical consultants as well as a Service Centre offering a limited extent of
finishing processes. The combination of the activities ofthe two companies will create
the absolutely leading distributor in Scandinavia within the market area mentioned.
RODENA A/S" gross profit for the accounting year 2001 amounted to DKK 13.9m,
and profit before tax was DKK 3.9m. RIAS A/S has taken over the stocks, important
operating plant and machinery as well as equipment and related goodwill. Besides
this RIAS A/S has entered a lease agreement concerning the property of RODENA
NS. The acquisition has had no impact on the results of RIAS A/S for the accounting
year 2001/02.
RODENA's activities will be continued from 1 October 2002 as a section of RIAS
A/S under the name of RODENA., The activities will continue with the brands sold so
far, the staff at the acquisition date of 8 persons including RODENA A/S' previous
managing director, Mr Jens Peter Dragø, Roskilde, in charge of the day-to-day
management of the section, From 1 October 2002, Mr Dragø will be included as a
Registered Director in the RIAS A/S Management that also includes Hans Bertil
Thelin, Managing Director, and Herman Christensen, Finance Director.
Company Results
In the annual report for 2000/01 the Board's expectations for the accounting year
2001/02 were continued dampened growth in the Danish economy and difficult
market conditions; consequently a decrease in company sales compared with the
previous accounting year was foreseen. The first half of the accounting year fully met
sales expectations as sales decreased by DKK 7.3m (a negative 6.9%) on the first half
of 2000/01. In the Interim Report of 27 May 2002 the Board anticipated the weak
market conditions for a number of the Company's core products to continue in the
second half, just as a setback in sales compared with the second half of 2000/01 was
foreseen. Contrary to these expectations, RIAS A/S succeeded in achieving modest
sales growth of DKK 1.5m (1.4%) on the second half of 2000/01.
Ås a result of the overall decrease of 5.8m (a negative 2.7%) from DKK 215.0m for
2000/01 to.DKK 209.2m for 2001/02 in sales for the year, the sales development for
the year under review appeared less negative than expected because of the more
favourable development in the second half. Sagging sales and purchase prices for
some of the Company's core products in the first half were followed by price rises in
the second half; the average price level for the year, however, was mainly in line with
that of the previous year.
In spite of the setback in sales, gross profit went up by DKK 1.7m (2.9%) to DKK
62.3m from. DKK 60.6m, partly because of an improved product and customer mix
and partly because of an optimisation of the Company's stock management - with
resulting less waste and less slow moving items.
The Company's trade with ThyssenKrupp-companies amounts to lessthan 1% of the
consumption of goods and is effected on an arm's length basis.
Compared with 2000/01, costs for the year excluding depreciation, amortisation and
net financials increased from DKK 48.3m to DKK 48.4m, equivalent to an increase
of 0.3%. This very moderate increase is attributable to the cost reductions made and
the cost adjustment to the lower activity level.
Depreciation, amortisation and writedowns for the year were up by DKK 0.3M to DKK
5.4m, whereas net financials (net income) increased by DKK 0.2m to 1.0m. The rise
in depreciation, amortisation and writedowns is due to investments made both in
2001/02 and in 2000/01, whereas the increase in net financial income is attributable
to a strongly improved cash flow.
For 2001/02, the Company's profit before tax amounted to DKK 9.5m against DKK
8.0m for 2000/01, equivalent to an increase of DKK 1.5m (18.6%). The rise in profit
ig due to the increase in gross profit of DKK 1.7m —toa large extent, this improvement
has been sustained because of cost adjustments.
After deduction of taxes for the year of DKK 3.0m, profit for the year amounted to DKK
6.5m compared with DKK 5.9m for 2000/01, equivalent to an increase of DKK 0.6M
(10.5%). The lower taxes for 2000/01 can be explained by an adjustment of deferred
taxes to tax rates in force.
The Board's estimate as expressed in the Company's last annual report was that
because of expected difficult market conditions and resulting lack of growth potential,
the profit before tax for 2001/02 would decrease to about DKK 6-7m, In spite of a
weak 1% half year 2001/02 —a profit before tax of DKK 3.0m -the estimate mentioned
of about.DKK 6-7m for 2001/02 was maintained in the interim report of 27 May 2002,
In connection with the preparation of the Annual Report and Accounts, the Company
adjusted expectations upwards for profit before tax for the accounting year to be
about.DKK 9-9.5m in the Announcement to the Stock Exchange of 16 Octaber 2002.
With a profit before tax for the year of DKK 9.5m, the Company achieved a profit
before tax of DKK 6.5m for the second half of the year or one of the best half-year
results for many years. In the light of the adverse market conditions, especially in the
first half of tne accounting year, the Board considers results for the accounting year
to be very satisfactory.
The Board recommends the adoption by the Annual General Meeting that dividends
be paid to the shareholders for the accounting year 2001/02 of DKK 8 per DKK 100
share of the share capital at 30 September 2002 of DKK 23,063,000, corresponding
to total dividends proposed of. DKK 1,845,040. For last year, a dividend of DKK 8 per
DKK 100 share, excluding dividend of the Company's holding of own shares (25,336
shares of each. DKK 100) at 30 September 2001, was also distributed, equivalent to
adividend distribution of DKK 1,847,312. Of the total amount distributed for dividend
payments for 2000/01, DKK 1,845,040 was paid to the shareholders, whereas DKK
2,272 was carried back to the shareholders' equity of RIAS A/S because of the
Company's acquisition of an additional 284 own B-shares subsequent to the
announcement of the Annual Report and Accounts in December 2001.
Balance Sheet and Financial Resources
The increase in balance sheet total for the accounting year of DKK 5.3m to DKK 125m
is due to a rise in current assets of DKK 9m. Cash and cash equivalents went up by
DKK 16.4m and other current assets decreased by DKK 7.4m, mainly because of a
reduction in stocks of DKK 5.3m. Fixed assets decreased by DKK 3.7m to DKK
37,.5m owing to the low investment activities for the accounting year.
At 30 September 2002, the Company's cash and cash equivalents of DKK 31.4m
mainly consist of short-term fixed-term and other short-term deposits with banks.
Neither at the beginning nor at the end of the accounting year have drawings been
made on the Company's credit facilities which consist of considerable, short-term
business credits currently fixed at market rates of interest. From 1 October 2002, the
Page 5
Annual Report
Company's cash and cash equivalents have been heavily reduced owing to the
acquisition of the activities of RODENA A/S, but the financial resources remain
satisfactory.
Investments
In 2001/02, total net investments in intangible and tangible fixed assets for the year
fell to DKK 1.7m from DKK 5.3m in the year before. Investments were mainly
concentrated on the further development of the Company's IT systems as well as
replacements/new investments in car park and stock equipment. Apart from the
capitalisation of costs of DKK 190 thousand in connection with the acquisition, the
purchase of the business activities in RODENA A/S which took effect as from 1
October 2002 did not influence investments in 2001/02 and consequently had no
effect on the Company's balance sheet in the accounting year 2001/02.
Commercial and Financial Exposures
Unforeseen price fluctuations and the discontinuation of trade with large customers
may affect the Company adversely in relation to performance expectations for the
year; such risks, however, are normal in a trading enterprise.
Almost all trade is effected in DKK or EUR. As the exchange risk of DKK/EUR is held
to be very low, the Company does not hedge its net debt in foreign currencies. No
interest rate transactions are made for hedging purposes as moderate changes in the
interest rate level will have no material effect on earnings. Furthermore, the Company
holds no derivative financial instruments.
Changes in Board of Directors and Management
According to announcement to the Copenhagen Stock Exchange of 13 June 2002,
Mr Helmuth Dunkhase retired from the Board of RIAS A/S at 30 June 2002, as a
consequence of his retirement with a pension at the same date from his position as
amember of the Management Board in Thyssen Schulte GmbH/Thyssen Mannesmann
GmbH. Mr Uwe W. Wittenberg, who has vacated his position as head of the Plastics
Division of Thyssen Schulte GMDH, will retire from the Board of RIAS A/S at 31
December 2002. To replace the retired and retiring board members of the Board of
RIAS A/S, the Board intends to propose the election of two managers in the Thyssen
Rånm Kunststoffe Group for the Board at the Company's next Annual General
Meeting, cf. 'Decisions by the Board of Directors and Proposals for the Annual
General Meeting etc." of this Annual Report.
At 1 October 2002 Mr Jens Peter Dragø, manager, joined the Board of Management
of RIAS A/S with main responsibility of the activities acquired at the same date from
RODENA A/S (cf. Announcement to the Stock Exchange of 26 August 2002).
The finance manager, Mr Herman Christensen will at his own request resign from the
Board of Management of RIAS A/S as at 28 February 2003, as he has chosen to retire
inconnection with his 60-years birthday in March 2003 - after almost 38 years of work
in RIAS A/S (cf. Announcement to the Stock Exchange of 2 December 2002).
Employees
In 2001/02 RIAS A/S had an average number of 89 full-time employees, or 7
employees less than the year before.
Changes in Shareholders” Equity and Ownership
During the accounting year shareholders' equity has changed as follows:
DKK
Shareholders” Equity at 1.10.2001 90,685,271
Profit for the year . 6,537,111
Purchase price for own shares in 2001/02 (62,667)
Not distributed dividends on purchase of own shares in 2001/02 2,272
Proposed dividends tø shareholders (1.845.040)
Shareholders' equity at 30.09,2002 16,947
RIAS A/S' parent company is Thyssen Råhm Kunststoffe GmbH, ThyssenKrupp
Trade Center, Hans-Ginther-Sohl-Str. 1, D-40235 Disseldorf, Germany. Further
Olav W. Hansen A/S, Holmboes Allé 1, 8700 Horsens is subject to s 28(a) of the
Danish Companies Act. Apart from the above shareholders, no other shareholder has
stated to be subject to s 28(a) on the date of presentation of the Annual Report and
Accounts.
After the writedown of the share capital by nominal.DKK 2,562,000 in connection with
the cancellation of 25,620 own B-shares the Company's nominal capital is DKK
23,063,000, of which nominal DKK 3,125,000 are A-shares and DKK 19,938,000 B-
shares. Before the writedown the nominal capital amounted to DKK 25,625,000.
Thyssen Rånhm Kunststoffe GmbH, ThyssenKrupp Trade Center, Hans-Gunther-
Sohi-Strasse 1, D-40235 Dusseldorf, Germany and ThyssenKrupp AG, August-
Page 6
Thyssen-Strasse 1, D-40211 Dusseldorf, Germany are the parent companies that
prepare the group accounts of the immediate and the ultimate parents, respectively,
of which the Company is a subsidiary. The group accounts can be obtained by
application to ThyssenKrupp AG, ZB Investor Relations, August-Thyssen-Strasse 1,
D-40211 Dusseldorf, Germany.
Own Shares
According to authorisation from the Annual General Meeting, RIAS A/S started
acquiring own B-shares as from October 1999 within the limit of 10% of the share
capital. The acquisition was initiated on the basis of the Company's excess liquidity.
Shares of Nominal % of share Purchase price
RIAS A/S" holding each nom. value capital in. DKK
of own B-shares DKK 100 inDKK in RIAS A/S
Holding at 1.10,2001 25,336 2,533,600 9.887% 5,299,215
Purchase in 2001/02 284 28,400 0.111% 62,667
Sale in 2001/02 0 0 0% 0
Canceliation in 2001/02 by a
writedown of share capital (25,620) (2,562,000) (9.998%) — (5,361,882)
Holding at 30.09.2002 0 0 0% 0
According to the accounting policies applied, the purchase price for own shares has
been written down to 0 against shareholders' equity.
Outlook
For the accounting year 2002/03, unchanged or slightly increasing growth in the
Danish economy is expected compared with 2001/02.
Both purchase and selling prices for the Company's core products are expected to
stabilise at a moderate, higher level than in 2001/02, but the uncertainty about the
price development is large.
The acquisition at 1 October 2002 of the business activities in RODENA A/S is expec-
ted to have a positive influence on the profitability profile of RIAS A/S in 2002/03. As
payment of the purchase price for the acquisition will take place from the beginning
of the 4" quarter of 2002, the previous, strong liquidity position of RIAS A/S has been
strongly reduced from the same time, but the Company's financial resources
continue to be satisfactory also in future.
Especially because of the sales increase attributable to the acquisition of RODENA,
the Board of Directors estimates that the Company's sales and gross profit for the
accounting year 2002/03 will result considerably higher tnan for 2001/02. On the
other hand, the Company's costs including goodwill amortisation will increase
heavily. Financial income will decrease substantially and financial expenses will
increase as a consequence of a fall in cash owing to the investment in RODENA.
Against this backdrop, the Board of Directors anticipates profit before tax to be about
DKK 10-11m for the accounting year 2002/03.
Distribution of Profit
DKK
The Company's profit for 1.10.2001 - 30.9.2002 7311
is proposed by the Board of Directors to be distributed
as follows:
Shareholders' dividends, DKK 8 per DKK 100 share 1,845,040
Transferred to retained earnings 4,692,071
Total 6537111
Decisions by the Board of Directors and Proposals for the Annual
Genera! Meeting etc.
As stated under "Distribution of Profit”, the Board of Directors recammends the
adoption by the Annual General Meeting that dividends be paid ta the shareholders
for the accounting year 2001/02 of DKK 8 per. DKK 100 share of the share capital at
30 September 2002 of DKK 23,063,000, equivalent to total dividends proposed of
DKK 1,845,040. Last year a dividend of DKK 8 per DKK 100 share was also
distributed, excluding dividend of the Company's holding of own shares at 30
September 2001 (25,336 shares of each DKK 100), corresponding to a distribution
of dividends of DKK 1,847,312. Of the total dividend distribution for 2000/01, DKK
1,845,040 was paid to the shareholders, whereas DKK 2,272 was carried back to the
shareholders' equity of RIAS A/S because of the Company's acquisition of a further
284 own B-shares subsequent to the Announcement of the Annual Report and
Accounts in December 2001.
Annual Report
The Board of Directors furthermore recommends the adoption by the Annual General
Meeting
1) that during the period until the next Annual General Meeting the Company be au-
thorised to acquire own shares until the holding of such shares amounts to 10 per
cent of the share capital. The purchase price for such own shares shall not devi-
ate more than 10 per cent from the market price quoted at any time;
2) that — because of the acquisition of the activities from RODENA NS - the 2rd pa-
ragraph of Article 1 inthe Company's Articles of Association following the sentence
'the Company also carries on business under the name of RIAS ROSKILDE INDU-
STRI AKTIESELSKAB (RIAS A/S) is extended to include: "and under the name of
RODENA A/S (RIAS A/S).';
3) thatitems 1.,2. and 3. oftheagenda for the Annual General Meetingin Article 13 ofthe Com-
pany's Articles ofAssociation - mainly torealignthecontents withthe terminology ofthenew
Danish Financial Statements Act — be amended to the following:
11, Review by the Board of Directors and Management on the Company's activities
during the past year.
2, Presentation of Annual Report including Statement by the Board of Directors
and Management on the Annual Report with recommendation for adoption of
the Annual Report including Profit and Loss Account and Balance Sheet as well
as discharge of Board of Directors and Management.
3, Recommended distribution of profit or cover of loss according to the Annual
Report approved,';
4) that the words "The Annual Report and Accounts' in Article 18 as well as the head-
ing Report and Accounts' of Article 19 and the words 'The Annual Report and Ac-
counts” in Article 19 of the Company's Articles of Association — to realign these
with the terminology of the new Danish Financial Statements Act — be replaced by
the words "The Annual Report”, 'Annual Report" and "The Annual Report",
Lastly, the Board of Directors recommends the reelection by the Annual General
Meeting of Mr Klaus Roth,Germany, as a Board Member and Chairman of the Board.
Mr Kurt Lausus, member of the Management Board of Thyssen Råhm Kunststoffe
GmbH, Germany and Mr Peter Swinkels, managing director of S.A. Otto Wolff
Benelux N.V., Belgium (a subsidiary of the Thyssen Råhm Kunststoffe GmbH,
Germany) are recommended to be newly elected by the Annual General Meeting to
the Board of Directors to replace the retired and retiring board members.
The Annual General Meeting of the Company will be convened on Friday, 31 January
2003 at 1.00 p.m. inthe offices of the Company at 11, Industrivej, DK-4000 Roskilde.
For additional information concerning the Annual General Meeting please refer to
separate 'Notice to Convene the Annual General Meeting” with Agenda.
At a Board Meeting today, the Board of Directors of RIAS A/S discussed and
approved the Annual Report and Accounts of the Company for the accounting year
1 October 2001 - 30 September 2002, and recommends the adoption hereof by the
Annual General Meeting.
TTT
£
Klaus W. Roth
Chairman
Ole Linder
Roskilde 12 December 2002
Management
ZA ”
Hans Bertil Thelin Herman Christensen Jen: ter
Managing Director Fingnce Manager anager
erg
—
BAN dan]
Flemming PAN Isen
Auditors' Report
We have audited the annual report and accounts for 2001/02 ofRIAS A/S, presented
by the Board of Directors and the Management.
Audit Performance
We planned and performed our audit in accordance with generally accepted auditing
standards as applied in Denmark so as to obtain reasonable assurance that the
annual report and accounts are free from material misstatements or omissions.
During our audit we assessed the materiality and risk in order to verify the basis of
documentation of the amounts and other information disclosed in the annual report
and accounts. Further, we considered the accounting practice and estimates applied
by the Board of Directors and the Management, and we evaluated the overall
adequacy of the presentation of information in the annual report and accounts.
Our audit did not give rise to any qualification of opinion. ;
As agreed at the Company's General Meeting
on 31 January 2003.
Conclusion
In our opinion the annual report and accounts have been presented in accordance
with the accounting provisions of Danish legislation and give a true and fair view of
ihe Company's assets and liabilities, the financial position, the results and the
financial development.
Roskilde, 12 December 2002
RIR REVISION PricewaterhouseCoopers
aaber
thorized Public ntapt State Authorized Public Accountant
fAltt«- lle Page 7
Chairman of tÅåe Meeting
Stat
Page 8
Accounting Policies
Basis of Accounting
The Company Accounts have been drawn up in accordance
with the provisions of the Danish Company Accounts Act,
generally accepted Danish accounting standards and the
requirements of the Copenhagen Stock Exchange relating to
the presentation of accounts by listed companies.
The accounting policies are unchanged from the previous
accounting year.
For competitive and administrative reasons, no interim reports
concerning the activities and results for the first three or nine
months of each accounting year are published by the
Company.
The accounting policies applied can be outlined as follows:
Translation Policy
During the year, transactions in foreign currencies have been
translated at the exchange rates ruling at the dates of trans-
action, or in certain cases, for practical reasons, at a standard
rate which does not deviate materially from these.
Debtors and debt as well as funds denominated in foreign
currencies have been translated in the Balance Sheet at the
exchange rates ruling at the balance sheet date.
Realized and unrealized exchange adjustments have been
included in the Profit and Loss Account under financial
income and financial expenses.
Sales
Ås a basis for recognising revenue the delivery method has
been applied. Net sales are invoiced sales with the addition of
commission revenues, etc. and less bonuses and discounts,
etc.
Financial Income and Financial Expenses
Financial income and expenses include interest and bank
charges, realized and unrealized exchange adjustments,
realized price adjustments in respect of securities as well as
additional tax and tax refunds under the tax-on-account
scheme. Unrealized capital gains on securities are transferred
to Revaluation reserve under Shareholders' equity, whereas
unrealized capital losses that cannot be offset against previous
revaluations are charged to the Profit and Loss Account.
Corporation Tax and Deferred Tax
Tax on profit for the year in the Profit and Loss Account is
attributed to the year in which the income has been recognised
for accounting purposes, whether or not the income has been
fully or partly included in the taxable income at any other time.
Deferred tax under Provisions corresponds to the tax which
becomes under the current tax rate (30%) if the Company's
assets are realized at book value and tax reserves are written
back.
Intangible fixed Assets
Computer software has been valued at cost less accumulated
amortisation and writedowns. Amortisation has been provided
for accounting purposes on a straight-line basis over a period
of 5 years.
Goodwill has been valued at cost less accumulated amortisa-
tion and writedowns. Amortisation is made under the straight-
line method over the useful life of the individual acquisition as
estimated by the Board of Directors and Management. Good-
will recognised in the balance sheet at 30 September 2002 is
amortised over 7 years.
Tangible fixed Assets
These have been recorded at historical cost less accumulated
depreciation and writedowns. Depreciation has been provided
on a straight-line basis over the expected useful lives as
follows:
Buildings: 25-40 years
Plant and machinery: 10 years
Fixtures, fittings, tools and equipment: 5-10 years
Computer hardware: 5 years
Small acquisitions not exceeding DKK 20,000 have been
entered as costs.
Financial fixed Assets
Listed securities have been entered at the prices quoted on
the Stock Exchange at the balance sheet date. Other securities
have been entered at purchase price, unless a lower valuation
has otherwise been required.
Holding of own shares has been recorded without value in the
balance sheet. The purchase price for own shares has been
written down to 0 against shareholders” equity. No dividends
from own shares have been provided in the balance sheet.
Stocks
Stocks have been entered at the lower of cost (FIFO) or net
realizable value.
Debtors
Debtors are recorded at nominal value less provisions for bad
debts stated on the basis of an individual assessment of each
debtor.
Cash Flow Statement
The cash flow statement is prepared according to the indirect
method based on the Company's profit before tax.
The cash flow statement shows the Company's cash flows for
the year, distributed on operating, investing and financing
activities, and how these cash flows influenced cash and cash
equivalents for the year.
Cash flow from operating activities is computed as the
Company's profit before tax adjusted for depreciation, amor-
tisation and writedowns, gain/loss on sale of fixed assets as
well as change in stocks, Change in debtors, change in trade
creditors and other debt as well as corporation tax paid.
Cash flow from investing activities comprises cash flows from
investments in intangible and tangible fixed assets as well as
financial fixed asset investments.
Cash flow from financing activities comprises cash flows from
change in bank debt and dividend payments to shareholders.
Cash and cash equivalents comprise cash at bank and in
hand as well as short-term fixed-term and other deposits with
banks.
Profit and Loss Account
1 October - 30 September DKK "000
Note 2001/02 2000/01
1 Net sales 209,230 214,968
Cost of sales 146,922 154,409
Gross profit 62,308 60,559
2-3. Distribution, sales and advertising costs 43,087 42,573
2-3. Administrative expenses 10,749 10,763
Profit before net financials and tax 8,472 7,223
Financial income 1,212 1,089
Financial! expenses 182 300
Profit before tax 9,502 8,012
4 Tax on profit for the year 2,965 2,515
Adjustment of deferred tax from previous years
due to change of tax rate 0 (421)
Profit for the year 6,537 5,918
Page 9
Page 10
Balance Sheet
At 30 September DKK "000
Note 2002 2001
Assets
Fixed assets
5 Intangible assets:
Deposits 64 64
Goodwill 357 447
Computer software 5,869 7,252
Payment in advance for intangible fixed assets 190 0
6,480 7,763
6 Tangible assets:
Land and buildings 23,158 23,994
Plant and machinery 3,005 3,538
Fixtures, fittings, tools and equipment 4,586 5,409
Computer hardware 313 430
31,062 33,371
7 Financial assets:
Securities 1 1
Own shares 0 0
1 1
Total fixed assets 37,543 41,135
Current assets
Stocks:
Goods for resale 22,803 28,084
Debtors:
Trade debtors 30,850 33,860
Amount owed by group related companies 24 48
Otner debtors 1,975 1,195
Prepayments 385 302
33,234 35,405
Cash and cash equivalents 31,422 15,030
Total current assets 87,459 78,519
Total assets 125,002 119,654
Balance Sheet
At 30 September DKK "000
Note 2002 2001
Liabilities and shareholders' equity
8 Shareholders' equity
Share capital 23,063 25,625
Share premium account 4,198 4,198
Revaluation reserve 1,898 1,898
Retained earnings 66,158 58,964
Total shareholders' equity 95,317 90,685
Provisions
9 Deferred tax 7,178 6,778
Current liabilities
Bank debt 0 0o
Trade creditors 5,831 3,571
Payables to group related companies 0 3
Corporation tax 857 1,128
Other debt 13,974 15,641
Dividends for the accounting year 1,845 1,848
Total current liabilities 22,507 22,191
Total liabilities and shareholders” equity 125,002 119,654
Page 11
Page 12
Cash Flow Statement
1 October - 30 September DKK '000
2001/02 2000/01
Profit before tax for the year 9,502 8,012
Depreciation, amortisation and writedowns 5,433 5,080
Not distributed dividends on purchase of own shares 2 0
Loss on sale of tangible fixed assets 18 13
Gain on sale of tangible fixed assets (111) (205)
Change in stocks 5,281 7,726
Change in debtors 2,171 4,028
Change in trade creditors and other debt 590 (8,872)
Refund of dividend tax withheld Q 43
Corporation tax paid (2,837) (1,352)
Cash flow from operating activities 20,049 14,473
Investments in fixed assets:
Investments in intangible fixed assets (768) (3,321)
Investments in tangible fixed assets (980) (1,945)
Investments in financial fixed assets (62) 0
Cash flow from investing activities (1,810) (5,266)
Shareholders:
Dividend paid
(in 2001/02 incl. not distributed dividends on purchase of own shares) (1,847) (1,847)
External financing:
Change in bank debt 0 (6,708)
Cash flow from financing activities (1,847) (8,553)
Cash flow for the year 16,392 654
Cash and cash equivalents at 1 October 15,030 14,376
Cash and cash equivalents at 30 September 31,422 15,030
Notes to the Annual Accounts
DKK '000
Note 1. Net sales 2001/02 2000/01
Domestic sales 202,181 206,516
Export sales 7,049 8,452
209,230 214,968
Note 2. Depreciation, amortisation and writedowns
Distribution, sales and advertising costs include depreciation,
amortisation and writedowns at an amount of 4,899 4,587
Administrative expenses include depreciation, amortisation and writedowns at an amount of 534 493
5,433 5,080
Note 3. Wages and salaries
Emoluments for the Members of the Board of Directors 90 90
Remuneration for the Management 2,484 2,275
Wages and salaries 28,470 28,843
Social security and pension contributions 1,764 1,677
32,808 32,885
Average number of full time employees 89 96
Note 4. Tax on profit for the year
Tax on taxable income 2,565 2,051
Adjustment of deferred tax for the year 400 464
2,965 2,515
Tax computed on profit before tax for the year 2,851 2,404
Tax effect on non-deductible expenses less not taxable income 114 111
2,965 2,515
Corporation tax paid 2,837 1,352
Computer
Note 5. Intangible fixed assets Deposits Goodwill software Prepayment Total
Cost at 1.10.2001 64 625 10,420 0 11,109
Additions at cost during the period 0 0 578 190 768
Cost at 30.9.2002 64 625 10,998 190 11,877
Depreciation, amortisation and writedowns at 1.10.2001 0 178 3,168 Q 3,346
Depreciation, amortisation and writedowns during the period 0 90 1,961 0 2,051
Depreciation, amortisation and writedowns at 30.9.2002 0 268 5,129 Q 5,397
Book value at 30.9.2002 64 357 5,869 190 6,480
Page 13
Page 14
Notes to the Annual Accounts
DKK '000
Fixtures,
Land Plant fittings,
and and tools and Computer
Note 6. Tangible fixed assets buildings machinery equipment hardware Total
Cost at 1.10.2001 35,674 8,765 11,463 2,082 57,984
Additions at cost during the period 188 89 1,111 35 1,423
Disposals at cost during the period Q 0 (1,183) 0 (1,183)
Cost at 30.9.2002 35,862 8,854 11,391 2,117 58,224
Revaluation at 1.10.2001 5,596 0 0 0 5,596
Revaluation at 30.9,2002 5,596 0 0 0 5,596
Depreciation and writedowns at 1.10. 2001 17,276 5,227 6,054 1,652 30,209
Depreciation and writedowns for disposals for the period 0 0 (833) Q (833)
Depreciation and writedowns during the period 1,024 622 1,584 152 3,382
Depreciation and writedowns at 30.9. 2002 18,300 5,849 6,805 1,804 32,758
Book value at 30.9. 2002 23,158 3,005 4,586 313 31,062
Public property evaluation at assessed cash proberty value as at 1 January 2002 is DKK 33,186,000.
Own
Note 7. Financial fixed assets Securities shares Total
Cost at 1.10. 2001 1 5,299 5,300
Additions at cost during the period 0 62 62
Disposal at cost during the period (cancellation of own shares) 0 (5,361) (5,361)
Cast at 30.9.2002 1 0 1
Writedowns at 1.10.2001 Q 5,299 5,299
Writedowns of assets disposed of (in respect of own shares cancelled) Q (5,361) (5,361)
Writedowns during the period 0 62 62
Writedowns at 30.9. 2002 0 0 0
Book value at 30.9. 2002 1 0 1
Snare Total share-
Share premium Revaluation Retained holders'
Note 8. Shareholders” equity capital account reserve earnings equity
The share capital consists of
the following types of shares:
A-shares: 25 shares of DKK 100,000 2,500
1 share of DKK 625,000 625
3,125
B-shares: 225,000 shares of DKK 100 22,500
Balance at 1.10.2001 25,625 4,198 1,898 58,964 90,685
Writedown of the share capital by
25,620 own B-shares of DKK 100 (2,562) (2,562)
Revaluation in respect of cancellation of
25,620 own B-shares of DKK 100 2,562 2,562
Writedown of the purchase price
for own shares in 2001/02 (62) (62)
Dividends not distributed on purchase of
own shares in 2001/02 2 2
Profit for the year 6,537 6,537
Proposed dividends to shareholders (1,845) (1,845)
Balance at 30 September 2002 23,063 4,198 1,898 66,158 95,317
The 'A' shares (at 30 September 2002 nominal DKK 3,125,000), which are non-negotiable instruments, entitle their holders
to ten votes per DKK 100 shares, cf. Art. 11 of the Articles of Association.
The 'B' shares (at 30 september 2002 nominal DKK 19,938,000), which are negotiable instruments, entitle their holders to one
vote per DKK 100 share, cf. Art. 11 of the Articles of Association.
Notes to the Annual Accounts
DKK '000
Note 9. Deferred tax 2001/02 2000/01
Balance at 1 October 6,778 6,735
Adjustment of deferred tax for the year 400 464
Adjustment of deferred tax from previous years
due to change of tax rate 0 (421)
Balance at 30 September 7,178 6,778
Deferred tax is attributable to:
Buildings 3,872 3,816
Plant and machinery 743 937
Intangible fixed assets 2,716 2,176
Other temporary differences (153) (151)
7,178 6,778
Notes to which no reference is made in the Annual Accounts:
Note 10. Remuneration to auditors appointed by the General Meeting 2001/02 2000/01
RIR REVISION:
Audit 228 222
Other services 85 124
313 346
PricewaterhouseCoopers:
Audit 147 156
Other services 228 33
375 189
688 535
Note 11. Contingent liabilities and other financial liabilities
On behalf of the Company, Nordea Bank Danmark A/S has provided a project guarantee of DKK 259 thousand towards a
customer.
On 26 August 2002, a binding agreement was entered in connection with the acquisition at 1 October 2002 of the activities
in RODENA A/S. The purchase price (excl. purchase costs) for goodwill, operating equipment and stocks amounts to 22 mio.
DKK.
In this connection, a contract of employment was agreed concerning the employment of the previous managing director of
RODENA A/S Mr Jens Peter Dragø as a registered director of RIAS A/S. The employment, which started on 1 October 2002,
is non-terminable for 5 years.
Furthermore, an interminable lease for 5 years of the property Åholmvej 6, Osted, DK-4000 Roskilde, has been agreed with
the property company Ejendomsselskabet af 26.8.2002 (previously RODENA A/S). Based on the rent for October 2002, the
rental liability amounts to DKK 3,500 thousand for the term of the lease.
Page 15
RIAS A/S + 11 Industrivej » P,O. Box 179 «+ DK-4000 Roskilde
Tel.: +45 46770000 + Fax: +45 46770010 + E-mail: Info&rias.dk « Homepage: www.rias.dk + CVR No..DK 44065118
Bankers: Nordea Bank Danmark A/S, 2232 - 0280300020 « Danske Bank A/S, 3429 - 3429142326 € BG Bank, Giro No. 416-1718